What happens if I contest Embassy Suites' ownership of the System or the validity of the Marks?
Embassy_Suites Franchise · 2025 FDDAnswer from 2025 FDD Document
on of curing the default, that you cause a third party that is acceptable to us to provide a guaranty covering all of your obligations under this Agreement in a form and substance that is acceptable to us.
- 8.7 Set-off. We may, without prior notice to you, set off any amounts due to us or any of our Affiliates by you or any of your Affiliates against any amounts that we or our Affiliates owe to you or your Affiliates, to the extent such amounts arise under this Agreement or any of Your Hotel Agreements, without waiving any other rights and remedies we or any of our Affiliates may have available under this Agreement or any of Your Hotel Agreements or otherwise.
9.0 PROPRIETARY RIGHTS
- 9.1 Our Proprietary Rights.
- 9.1.1 You will not contest, either directly or indirectly during or after the Term:
- 9.1.1.1 our (and/or any of our Affiliates') ownership of, rights to and interest in the System, Brand, Marks and any of their elements or components, including present and future distinguishing characteristics and agree that neither you nor any design or construction professional engaged by you may use our Standards, our Manual or your approved Plans and Designs for any hotel
Source: Item 22 — CONTRACTS (FDD page 97)
What This Means (2025 FDD)
According to Embassy Suites' 2025 Franchise Disclosure Document, franchisees are prohibited from contesting the brand's ownership of the System or the validity of its Marks, both during and after the term of the franchise agreement. Specifically, franchisees cannot challenge Embassy Suites' (or its affiliates') ownership, rights, and interest in the System, Brand, Marks, or any of their elements. This includes contesting the right to grant licenses to use any elements of the System, or the ownership/license of the Brand and Marks, along with the associated goodwill.
Should a franchisee contest Embassy Suites' ownership of the System or the validity of the Marks in any court or proceeding, Embassy Suites has the right to immediately terminate the franchise agreement. This termination can occur without any opportunity for the franchisee to correct the issue.
This provision is standard in franchising to protect the brand's intellectual property and maintain uniformity across the franchise system. It underscores the importance of franchisees acknowledging and respecting the franchisor's proprietary rights. Any legal challenges to these rights could have severe consequences, including the immediate loss of the franchise.