Under what circumstances must an Embassy Suites franchisee indemnify the Indemnified Parties?
Embassy_Suites Franchise · 2025 FDDAnswer from 2025 FDD Document
14.1.3 any claimed occurrence at the Hotel including personal injury, death or property damage;
14.1.4 your alleged or actual infringement or violation of any copyright, industrial design, patent, service mark, trademark or other proprietary right owned or controlled by third parties;
14.1.5 your alleged or actual violation or breach of any contract (including any group sales agreement for the System), any Law, or any industry standard;
14.1.6 any business conducted by you or a third party in, on or about the Hotel or Hotel Site;
14.1.7 your failure to comply with Subsection 16.13, including a breach of the representations set forth therein; and
14.1.8 any inquiry, investigation, suit, action, or proceeding arising out of or in connection with any fees or costs charged to patrons or guests by you, and if you acquired the Hotel in a Change of Ownership Transfer, by the previous owner (your transferor) before you acquired ownership of the Hotel.
14.2 You do not have to indemnify an Indemnified Party to the extent damages otherwise covered under this Section 14 are adjudged by a final, non-appealable judgment of a court of competent jurisdiction to have been solely the result of the gross negligence or willful misconduct of that Indemnified Party, and not any of the acts, errors, omissions, negligence or misconduct of you or anyone related to you or the Hotel.
You may not rely on this exception to your indemnity obligation if the claims were asserted against us or any other Indemnified Party on the basis of theories of imputed or secondary liability, such as vicarious liability, agency, or apparent agency, or our failure to compel you to comply with the provisions of this Agreement, including compliance with Standards, Laws or other requirements.
Source: Item 22 — CONTRACTS (FDD page 97)
What This Means (2025 FDD)
According to Embassy Suites's 2025 Franchise Disclosure Document, a franchisee must indemnify the Indemnified Parties under several circumstances. The Indemnified Parties include Embassy Suites, its Affiliates, and their respective predecessors, successors, assigns, officers, directors, members, managers, employees, and agents.
Specifically, the franchisee is obligated to indemnify these parties for any claimed occurrence at the hotel, including personal injury, death, or property damage. This also extends to any alleged or actual infringement or violation of copyrights, industrial designs, patents, service marks, trademarks, or other proprietary rights owned or controlled by third parties. Furthermore, indemnification is required for any alleged or actual violation or breach of any contract, law, or industry standard, as well as any business conducted by the franchisee or a third party in, on, or about the hotel or hotel site.
The franchisee must also indemnify the Indemnified Parties for any failure to comply with Subsection 16.13, including a breach of the representations set forth therein, and any inquiry, investigation, suit, action, or proceeding arising out of or in connection with any fees or costs charged to patrons or guests by the franchisee, or if the franchisee acquired the hotel in a Change of Ownership Transfer, by the previous owner before the franchisee acquired ownership.
However, the franchisee is not required to indemnify an Indemnified Party if damages are adjudged by a final, non-appealable judgment of a court to have been solely the result of the gross negligence or willful misconduct of that Indemnified Party, and not any of the acts, errors, omissions, negligence, or misconduct of the franchisee or anyone related to them or the hotel. This exception does not apply if claims were asserted against Embassy Suites or any other Indemnified Party on the basis of theories of imputed or secondary liability, such as vicarious liability, agency, or apparent agency, or their failure to compel the franchisee to comply with the provisions of the Agreement, including compliance with Standards, Laws or other requirements.