factual

What is the required action for a The Standardx franchisee to receive indemnification from Hyatt in the event of a trademark infringement Proceeding, as described in Section 8.4(a)(ii)?

The_Standardx Franchise · 2025 FDD

Answer from 2025 FDD Document

(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.

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, a franchisee must take specific actions to receive indemnification from Hyatt in the event of a trademark infringement proceeding. Specifically, Section 8.4(a)(ii) states that Hyatt will indemnify the franchisee against losses from trademark infringement proceedings that dispute the franchisee's authorized use of any Proprietary Mark.

However, this indemnification is conditional. The franchisee must timely notify Hyatt of the trademark infringement proceeding. Furthermore, the franchisee must comply with Hyatt's directions in responding to the proceeding.

In practical terms, this means that if a The Standardx franchisee is faced with a trademark infringement claim, they must immediately inform Hyatt and follow Hyatt's instructions on how to handle the legal matter. Failure to do so could void Hyatt's obligation to cover the franchisee's losses in the proceeding.

Disclaimer: This information is extracted from the 2025 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.