What specific areas are covered by the covenant not to sue in the Springhill Suites By Marriott agreement?
Springhill_Suites_By_Marriott Franchise · 2025 FDDAnswer from 2025 FDD Document
espective current and former officers, directors, shareholders, agents, representatives and employees, and all other persons or entities acting on their behalf, from and against any and all actions, costs, claims, losses, expenses and/or damages, including attorney's fees, asserted by third parties, arising out of or resulting from the performance of the Services or any other action contemplated by this Agreement.
- 12. Covenants not to Sue. Franchisee and Marriott hereby acknowledge their mutual understanding that success under the Programs is uncertain, and their mutual desire to ensure that these Programs not damage their existing relationship by resulting in contentious, distracting and expensive litigation. Without limiting the generality of the foregoing, Franchisee further acknowledges that the covenants set forth in this Paragraph 12 were a material inducement to Marriott to enter into this Agreement, because of the impact of those covenants on the risks (and associated economic consequences) of proceeding with this Agreement. In order to implement the foregoing acknowledgments, desires and understandings, Franchisee and Marriott for themselves and their respective affiliates and subsidiaries and the current and former officers, directors, shareholders, partners, employees, predecessors, successors, attorneys, agents, representatives, and assigns and all other persons
or entities acting on the behalf or claiming under any of the foregoing, hereby covenant not to bring any suit, action, or proceeding, or make any demand or claim of any type, against each other, or any of the foregoing entities or individuals, with respect to (i) the Shared Services, or (ii) the Programs, or (iii) this Agreement and any action contemplated by this Agreement, except that in the event that Franchisee fails to make payment of Prior Costs or Future Costs in accordance with Paragraph 7.e hereof, Marriott may bring an action for the sole purpose of collecting the payment of Prior Costs and/or Future Costs.
Source: Item 17 — , "Renewal, Termination, Transfer, and Dispute Resolution," is amended by the addition of the following paragraph(s) at the conclusion of the Item: (FDD pages 285–553)
What This Means (2025 FDD)
According to the 2025 Springhill Suites By Marriott Franchise Disclosure Document, the covenant not to sue between the franchisee and Marriott covers specific areas to avoid litigation and protect their relationship.
The agreement specifies that the franchisee and Marriott, along with their affiliates, subsidiaries, officers, directors, shareholders, partners, employees, and other representatives, agree not to initiate any legal actions or claims against each other. This covenant applies specifically to (i) the Shared Services, (ii) the Programs, and (iii) the Agreement itself and any actions related to it.
However, there is an exception: Marriott retains the right to pursue legal action against the franchisee if the franchisee fails to pay Prior Costs or Future Costs as outlined in Paragraph 7.e of the agreement. This exception allows Marriott to collect outstanding payments while maintaining the broader covenant not to sue for other matters. The agreement also states that any party who is a beneficiary of the covenant can use Paragraph 12 as a defense against any claim brought in violation of the covenant, and the party making the claim must indemnify the beneficiary against such claims.