What happens to the Online Presence of a Sonesta Select Sonesta Essential franchise after the agreement is terminated?
Sonesta_Select_Sonesta_Essential Franchise · 2025 FDDAnswer from 2025 FDD Document
ectuate the assignment pursuant to the terms hereof.
Upon termination or expiration of the Franchise Agreement (without extension), Franchisor shall have the right and is hereby empowered to effectuate the assignment of the Online Presences. In such event, Franchisee shall have no further right, title, or interest in the Online Presences, and shall remain liable to the Service Providers and the ISP for all past due fees owing to the Service Providers and the ISP on or before the effective date of the assignment hereunder.
Franchisee agrees and acknowledges that as between Franchisor and Franchisee, upon termination or expiration of the Franchise Agreement, Franchisor shall have the sole right to and interest in the Online Presences, and Franchisee irrevocably appoints Franchisor as Franchisee's true and lawful attorney-in-fact, which appointment is coupled with an interest, to direct the Service Providers and the ISP to assign same to Franchisor, and execute such documents and take such actions as may be necessary to effectuate the assignment. Upon such event, Franchisee shall immediately notify the Service Providers and the ISP to assign the Online Presences to Franchisor. If Franchisee fails to promptly direct the Service Providers and the ISP to assign the Online Presences to Franchisor, Franchisor shall direct the Service Providers and the ISP to effectuate the assignment contemplated hereunder to Franchisor. The parties agree that the Service Providers and the ISP may accept Franchisor's written direction, the Franchise Agreement, or this Assignment as conclusive proof of Franchisor's exclusive rights in and to the Online Presences upon such termination or expiration and that such assignment shall be made automatically and effective immediately upon each Service Provider's and ISP's receipt of such notice from Franchisor or Franchisee. The parties further agree that if the Service Provider or the ISP requires that the parties execute the Service Provider's or the ISP's assignment forms or other documentation at the time of termination or expiration of the Franchise Agreement, Franchisor's execution of such forms or documentation on behalf of Franchisee shall effectuate Franchisee's consent and agreement to the assignment. The parties agree that at any time after the date hereof they will perform such acts and execute and deliver such documents as may be necessary to assist in or accomplish the assignment described herein upon termination or expiration of the Franchise Agreement.
All rights of Franchisor shall inure to its benefit and to the benefit of its successors and assigns. Franchisor may assign its rights under this Agreement to any designee. This Assignment may be executed in multiple counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. The parties agree that scanned or electronic signatures shall have the same effect and validity, and may be relied upon in the same manner, as original signatures.
THUS SIGNED this Assignment as of the Effective Date of the Franchise Agreement.
SONESTA RL HOTELS FRANCHISING INC. [Franchisee Name]
EXHIBIT C
GUARANTY AND ASSUMPTION OF OBLIGATIONS
THIS GUARANTY AND ASSUMPTION OF OBLIGATIONS is given as of , by the undersigned.
Source: Item 22 — CONTRACTS (FDD page 84)
What This Means (2025 FDD)
According to the 2025 FDD, Sonesta Select Sonesta Essential retains full rights and interest in all online presences associated with the franchise upon termination or expiration of the franchise agreement. The franchisee must transfer control of all online assets to Sonesta Select Sonesta Essential. This includes websites, domain names, email addresses, and social media accounts that use Sonesta Select Sonesta Essential's trademarks and service marks.
To ensure a smooth transfer, the franchisee appoints Sonesta Select Sonesta Essential as their attorney-in-fact, empowering them to direct service providers and internet service providers (ISPs) to assign the online presences to Sonesta Select Sonesta Essential. The franchisee is obligated to notify these providers of the assignment immediately upon termination. If the franchisee fails to do so, Sonesta Select Sonesta Essential can directly instruct the service providers and ISPs to make the transfer.
Sonesta Select Sonesta Essential has the right to access any online presence at any time and can request the franchisee to take actions that evidence Sonesta Select Sonesta Essential's ownership. The franchisee must also remove any references to the brand from other online presences they own after the agreement ends. The franchisee remains responsible for any liabilities or obligations related to the online presence before the transfer date, and any costs incurred by Sonesta Select Sonesta Essential due to the franchisee's prior online activities will be indemnified under the agreement.
This transfer is facilitated through a Collateral Assignment of Online Presences form, which the franchisee must execute. This assignment ensures that Sonesta Select Sonesta Essential maintains control over its brand's online identity and presence, preventing potential misuse or confusion after a franchise agreement concludes. This is a fairly standard practice in franchising, as franchisors need to protect their brand and online reputation.