What is the definition of a 'Claim' in the context of the Embassy Suites By Hilton franchise agreement?
Embassy_Suites_By_Hilton Franchise · 2025 FDDAnswer from 2025 FDD Document
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- Applicant, jointly and severally if applicable, agrees to indemnify and defend Hilton Worldwide and the Entities and their respective officers, directors, employees, agents, representatives, and assignees (collectively, the "Hilton Worldwide Indemnitees") against, and to hold them harmless from, all losses in connection with the Application and the Location, including breach of any representations, warranties or undertakings contained herein and all claims, demands, suits, causes of action, liabilities, losses or otherwise, directly or indirectly incurred (including legal and accounting fees and expenses), and including claims as a result of Franchisor processing the Application and/or approving a Franchise Agreement. Each Hilton Worldwide Indemnitee shall have the right independently to take any action it may deem necessary in its sole discretion to protect and defend itself against any threatened action subject to Applicant's indemnification, without regard to the expense, forum or other parties that may be involved. Each Hilton Worldwide Indemnitee shall have sole and exclusive control over the defense of any such action (including the right to be represented by counsel of its choosing) and over the settlement, compromise or other disposition thereof. Hilton Worldwide may rely on any information, statement or notice from the Applicant pertaining to the Location or Franchise Agreement without having to investigate or ascertain the accuracy of any fact or allegation in the information, statement ornotice.
Source: Item 23 — RECEIPTS (FDD pages 97–304)
What This Means (2025 FDD)
According to the 2025 Embassy Suites By Hilton Franchise Disclosure Document, the term 'claims' is used within the context of indemnification. Specifically, the applicant (prospective franchisee) agrees to protect Hilton Worldwide and related entities from losses connected to the franchise application and the hotel location. This protection extends to any claims, demands, suits, causes of action, or liabilities that may arise, whether directly or indirectly.
This means that if Hilton Worldwide incurs expenses like legal and accounting fees due to something related to the application or the hotel's location, the applicant is responsible for covering those costs. This includes situations where the franchisor processes the application or approves the Franchise Agreement.
For a prospective Embassy Suites By Hilton franchisee, this clause highlights the importance of ensuring all information provided in the application is accurate and that the chosen location is free from potential legal issues. It also emphasizes the need to understand and comply with all terms and conditions of the application and Franchise Agreement to minimize the risk of incurring indemnification obligations.