During and after the term of the Embassy Suites franchise agreement, are franchisees allowed to directly or indirectly contest Embassy Suites' ownership of the System, Brand, and Marks?
Embassy_Suites Franchise · 2025 FDDAnswer from 2025 FDD Document
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 or lodging project other than the Hotel;
- 9.1.1.2 our sole right to grant licenses to use all or any elements or components of the System;
- 9.1.1.3 that we (and/or our Affiliates) are the owner of (or the licensee of, with the right to sub-license) all right, title and interest in and to the Brand and the Marks used in any form and in any design, alone or in any combination, together with the goodwill they symbolize; or
- 9.1.1.4 the validity or ownership of the Marks.
Source: Item 22 — CONTRACTS (FDD page 97)
What This Means (2025 FDD)
According to the 2025 Embassy Suites Franchise Disclosure Document, franchisees are prohibited from contesting the ownership rights of Embassy Suites to its System, Brand, and Marks, both during and after the term of the franchise agreement. Specifically, the franchisee cannot challenge Embassy Suites' (or its affiliates') ownership, rights, and interest in the System, Brand, and Marks, including any distinguishing characteristics. This extends to preventing the franchisee from allowing any design or construction professional engaged by them from using Embassy Suites' standards, manuals, or approved plans and designs for any hotel or lodging project other than the specific franchised Hotel.
Furthermore, franchisees cannot contest Embassy Suites' sole right to grant licenses to use any elements or components of the System. They must acknowledge that Embassy Suites (or its affiliates) owns (or is licensed to sub-license) all rights, titles, and interests in the Brand and Marks used in any form or design, along with the associated goodwill. The franchisee also cannot dispute the validity or ownership of the Marks themselves.
This provision ensures that Embassy Suites maintains complete control over its intellectual property and brand identity. It prevents franchisees from taking any action that could undermine the value or distinctiveness of the Embassy Suites brand. For a prospective franchisee, this means understanding that they are strictly bound to respect and uphold Embassy Suites' proprietary rights and cannot legally challenge them.