Who are considered Franchisee Indemnified Parties under The Standardx franchise agreement?
The_Standardx Franchise · 2025 FDDAnswer from 2025 FDD Document
8.4 Hyatt's Indemnification and Defense of Franchisee.
(a) Indemnification. Hyatt agrees to indemnify and hold harmless the Franchisee Indemnified Parties against, and to reimburse any one or more of the Franchisee Indemnified Parties for, any and all Losses (including defense costs and other Losses incurred in defending any Proceeding described in Section 8.3(b), if applicable) directly or indirectly arising out of, resulting from, or in connection with (i) a final decision by a court of competent jurisdiction not subject to further appeal that Hyatt, its Affiliate, or any of their respective employees directly engaged in willful misconduct or gross negligence or intentionally caused the property damage or bodily injury that is the subject of the claim with respect to the operation of the Hotel, so long as the claim is not asserted on the basis of (A) theories of vicarious liability (including agency, apparent agency, or joint employer), (B) Hyatt's failure to compel Franchisee to comply with this Agreement, or (C) negligence or misconduct in connection with the development or construction of the Hotel, all of which are claims for which the Franchisee Indemnified Parties are not entitled to indemnification under this Section 8.4; or (ii) any trademark infringement Proceeding disputing Franchisee's authorized use of any Proprietary Mark under this Agreement,
provided that Franchisee has timely notified Hyatt of, and complies with Hyatt's directions in responding to, the Proceeding.
- (b) Defense. Hyatt agrees to defend (at Hyatt's expense) the Franchisee Indemnified Parties from and against any and all Proceedings described in Section 8.4(a)(ii). At Hyatt's option, Hyatt and/or its Affiliate(s) may defend and control the defense of any other Proceeding arising from or relating to the Proprietary Marks or Franchisee's use of any Proprietary Mark under this Agreement. Hyatt may agree to settlements and take any other remedial, corrective, or other actions with respect to any Proceeding described in this Section 8.4(b), provided that Hyatt will seek Franchisee's advice and counsel, and keep Franchisee informed, with regard to any proposed or contemplated settlement.
Source: Item 18 — OTHER INCOME (LOSS), NET (FDD pages 187–399)
What This Means (2025 FDD)
According to The Standardx's 2025 Franchise Disclosure Document, Hyatt agrees to indemnify and hold harmless the Franchisee Indemnified Parties. These parties are protected against losses, including defense costs, that directly or indirectly arise from specific situations. These situations include a final court decision that Hyatt, its affiliate, or their employees directly engaged in willful misconduct or gross negligence that intentionally caused property damage or bodily injury related to the hotel's operation. However, this indemnification does not apply if the claim is based on vicarious liability, Hyatt's failure to compel the franchisee to comply with the agreement, or negligence or misconduct during the hotel's development or construction.
Additionally, Franchisee Indemnified Parties are protected in the event of a trademark infringement proceeding that disputes the franchisee's authorized use of any Proprietary Mark under the agreement. This protection is contingent upon the franchisee promptly notifying Hyatt of the proceeding and complying with Hyatt's directions in responding to it. Hyatt also agrees to defend the Franchisee Indemnified Parties from any Proceedings described above.
Hyatt has the option to defend and control the defense of any other Proceeding arising from or relating to the Proprietary Marks or Franchisee's use of any Proprietary Mark under this Agreement. Hyatt will seek Franchisee's advice and counsel, and keep Franchisee informed, with regard to any proposed or contemplated settlement.