Under what circumstances are Even Hotels franchisees required to indemnify the FDSH Indemnitees?

According to Even Hotels' 2025 Franchise Disclosure Document, franchisees are required to indemnify FDSH Indemnitees under specific circumstances related to third-party claims. The franchisee must defend and hold FDSH Indemnitees harmless against third-party claims and all related losses if the claims result from or arise out of (a) the franchisee's breach of their representations, warranties, or obligations set forth in the agreement; (b) any claims initiated by the franchisee's Affiliates or agents asserting rights under the agreement; or (c) gross negligence or willful misconduct of the franchisee or their agents.

In addition to the above, the franchisee also agrees to defend and hold FDSH Indemnitees harmless from and against third-party claims to the extent covering Excluded Claims brought against the FDSH Indemnitees, and all related losses. This means that Even Hotels franchisees take on significant responsibility for any legal or financial repercussions arising from their actions or the actions of those affiliated with them, as well as specific 'Excluded Claims'.

This indemnification clause is a standard practice in franchising, designed to protect the franchisor from liabilities caused by the franchisee's operations. However, franchisees should carefully evaluate the scope of these indemnification obligations, particularly concerning 'Excluded Claims,' to understand the full extent of their potential financial exposure. Franchisees should seek legal counsel to fully understand their obligations under this section of the Franchise Agreement.