Does the Even Hotels franchisor's indemnification obligation extend to Non-Bank Services?
Even_Hotels Franchise · 2025 FDDAnswer from 2025 FDD Document
Subject to the Liability Cap and the Damages Exclusion, we agree to indemnify you from, and defend and hold you harmless from and against, any third party claims brought against you and all related losses to the extent such claims result from or arise out of: (a) our material breach of our representations, warranties, or obligations set forth in the Agreement; (b) any claims initiated by our Affiliates or agents asserting rights under the Agreement; or (c) gross negligence or willful misconduct by us or our agents.
For avoidance of doubt, the obligations under this Section 15.2 shall not apply to Bank with respect to Non-Bank Services.
Source: Item 23 — RECEIPTS (FDD pages 99–438)
What This Means (2025 FDD)
According to the 2025 Even Hotels Franchise Disclosure Document, the franchisor's indemnification obligations do not extend to the Bank with respect to Non-Bank Services. This means that Even Hotels franchisees cannot seek indemnification from the franchisor (referred to as "we" or "us" in the FDD) for claims arising from Non-Bank Services. The franchisor's obligation to indemnify the franchisee is limited to claims resulting from the franchisor's breach of obligations, representations, warranties, or gross negligence or willful misconduct by the franchisor or its agents.
This exclusion of Non-Bank Services from the franchisor's indemnification obligations is a significant point for prospective Even Hotels franchisees. It implies that the franchisee bears the risk for liabilities arising from these Non-Bank Services. It is important for franchisees to understand what constitutes "Non-Bank Services" and to assess the potential risks associated with them.
Franchisees should seek clarification from Even Hotels regarding the scope of "Non-Bank Services" and consider obtaining appropriate insurance coverage to mitigate potential losses or liabilities arising from these services. Understanding the specific services that fall under this exclusion and the potential liabilities associated with them is crucial for making an informed investment decision.