Management and Operational Matters, Franchising, Branding, and Intellectual Property

Capabilities & Experience

We counsel hotel, resort, and restaurant owners and operators on management agreements, operational contracts, franchise negotiations, brand management, and intellectual property clearance, registration, licensing, and protection. Our IP attorneys safeguard brands and innovation through trademark, copyright and patent strategies, and global portfolio management.

Value to Clients

We empower hospitality clients to structure profitable management and franchise relationships while securing and expanding their brand equity in competitive markets.

We help clients develop, license, and protect some of the most recognizable hospitality brands in the world. Our team structures profitable management and franchise relationships while ensuring compliance with brand standards and operational best practices.

Key Capabilities

• Management & Franchise Agreement Negotiation – We structure and negotiate agreements between owners and operators or brands, ensuring terms support long-term profitability and flexibility.
• Brand Licensing & Co-Branding Strategy – We help clients monetize and expand brand assets through licensing deals that align with their growth strategy, including F&B and retail partnerships within hospitality venues.
• Trademark Clearance, Registration & Portfolio Management – Our IP attorneys manage domestic and international trademark clearance, filings, and develop strategies for ongoing brand protection and enforcement.
• Franchise Compliance & Disclosure – We counsel franchisors on structuring franchise systems, preparing disclosure documents (FDDs), and ensuring compliance with franchise laws in multiple jurisdictions.
• Operational Contracting & Vendor Agreements – We draft and negotiate agreements with third-party service providers, suppliers, and vendors critical to daily hospitality operations.
• IP Enforcement & Brand Dispute Resolution – We assist in protecting brand assets through enforcement of IP rights, including cease and desist actions, opposition proceedings, and litigation support.

Representative Clients

• Advised client in connection with trademark of timeshare sales process developed by client.
• Assisted client with full range of trademark registration, IP, and license issues, and the negotiation of celebrity endorsement agreements.
• Assisted client with creation of marketing program sponsored jointly with Professional Sports Franchise.
• Assisted the largest non-US developer of resorts, Sol Melia, to enter into the United States timeshare market through the negotiation of a purchase of property and advice in connection the appropriate product structure given the state and US tax and regulatory implications. In addition, advice was given to the client in connection with the protection of intellectual property.
• Negotiated a comprehensive sales, marketing, and rebranding arrangement with Wyndham Vacation Ownership to create an effective exit strategy for a condominium project burdened with 275 unsold units, enabling a successful product relaunch during challenging economic conditions. The solution leveraged rights reserved in the original condominium documents to introduce a timeshare/fractional component, and also included negotiating a hypothecation receivables loan to support the developer’s financing needs.
• Negotiated a residential marketing license and design agreement with Pininfarina.
• Prepared and negotiated a comprehensive trademark license to expand the Travel + Leisure brand to the residential real estate marketplace.
• Represented an affiliate of LW Hospitality Advisors in negotiating and documenting an interim management agreement for the William Vale Hotel in Brooklyn, NY during the pendency of the hotel owner’s bankruptcy.
• Represented an owner/developer in connection with the third-party management agreement and franchise agreement for a to-be developed hotel in Ponte Vedra, Florida.
• Represented Enterprise Car Rental and negotiated various sponsorship agreements, including with San Francisco Giants, MLB, New York Mets, NHL Clubs, and professional golf.
• Represented Marriott Vacations Worldwide Corporation’s (MVWC) with the spin-off of MVWC from Marriott International as a separate publicly traded company. Foley assisted in the preparation and review of multiple documents related to the spin-off, including a separation and distribution agreement, a license agreement, management services agreements, transition services agreements, and amended and restated agreements with Marriott International.
• Represented the receiver of a 49-hotel multi-state portfolio that was in default under their loan. Foley’s team represented the receiver in connection with the multiple hearings, negotiation of hotel management agreements and franchise agreements, temporary liquor licenses, and the multitude of daily issues confronted by the receiver. This matter was handled prior to joining Foley.
• Represented client with a cease-and-desist letter alleging trademark infringement arising out of the use of our client’s mark for a restaurant in Richfield, Connecticut.
• Advised client in connection with condominium structure, documentation, registration, operations and management issues in connection with condominiums and master planned communities.
• Assisted client with restructuring master planned community and advised in connection with association and management issues.
• Assisted Kaiya Beach Resort, a high-end community on Inlet Beach in Florida’s panhandle, in a mixed-use project containing estate homes, townhomes, condominiums, an inn/hotel, retail and a beach club. Foley coordinated the master planning of the entire resort, preparing all subdivision documents, sales documents, rental management agreements, operating agreements, trademark enforcement, and assisting in litigation related to land use issues.
• Represented Mayacama Golf Club with trademark registration and enforcement, including brand expansion.
• Assisted Floridays Resort Orlando with trademark enforcement and compliance with its protocols for online property listings.
• Represented the owner of a luxury beach resort in Latin America in connection with the restructure of its management and branding arrangements with a major international hotel management company, including a trademark license for a hotel in Mexico.
• Represented an international luxury hospitality and asset management company in connection with trademark licensing, management of hospitality related trademark portfolios, and the negotiation of endorsement, promotion, and marketing agreements incorporating brand and intellectual property rights, and including advising on the permitted use of names, images, and other branded materials.
• Conducted trademark clearance and availability analyses for hotel and resort developments, including knock out searches, full trademark vetting, and preparation of trademark opinion reports required for affiliation with major international hotel brands. Advised on naming risk, registrability issues, and brand approval requirements.
• Led the drafting and negotiation of a trademark license for a premier lifestyle and hospitality brand, to expand and monetize the brand across new platforms.
• Led intellectual property due diligence in connection with a sale transaction involving consumer and hospitality adjacent brands, including review of trademark portfolios, chain of title issues, infringement risks, and preparation of IP diligence reports identifying material risks and mitigation strategies.
• In trade secret litigation, negotiated forensic protocols, and performed forensic analysis in discovery process to uncover spoliation (destruction of evidence by opposition), including location of “smoking gun” document evidencing purging of files prior to production. Litigation settled favorably for client shortly thereafter.
• Oversaw institution and enforcement of brand standards (including terminations), trademark enforcement, and 14 international affiliate relationships with 4,200 hotels in 70 countries.
• Represented a high net worth individual in the purchase of a Marriott Courtyard in Toledo, Ohio, including the restructure of the Marriott branding and management agreement.
• Represented a condominium hotel manager in agreements with a developer and an association and provided advice concerning securities issues.
• Represented a restaurant management company in connection with the negotiation of a lease and operating agreement for twelve food and beverage venues in a mixed-use entertainment project.
• Represented an owner/developer in the negotiation and documentation of management and branding agreements with a major international branded hotel management company for a luxury hotel and residential project in Winnipeg, Canada.
• Represented client developing a hotel in Dallas, Texas in negotiations of franchise agreement with brand.
• Represented CR JW Hotel, LLC, a real estate owner and developer, in connection with the franchise and branding documents for a to-be-developed JW Marriott branded hotel and for sale residential project in Texas.
• Represented developer of 128-key resort to be built in Bradenton, Florida that will be flagged as a Margaritaville Compass Resort pursuant to a sub-license agreement with Margaritaville. Also represented the developer in connection with the negotiation of a management agreement, and a technical services agreement, with Hostmark.
• Represented Global Holdings Management Group in negotiation of a hotel management agreement with a branded hotel management company.
• Represented hotel owner/developer in the acquisition, development, and branding of a boutique hotel in the Dallas metroplex.
• Represented Kaiya Development in connection with the negotiation and structuring of a master hotel management agreement for the to-be-developed luxury hotel, rental program, club, and food and beverage operations with CoralTree. Assisted client with creation of a new hotel and lifestyle brand.
• Represented multiple ownership groups in connection with the management and branding arrangements for recently developed Thompson, Virgin and Kimpton hotels in Dallas, Texas.
• Represented owner of a hotel in Chicago, Illinois in negotiations of Franchise Agreement with brand.
• Represented Provident Atlantic Resorts, Inc. in a company hotel management contract governing all of its properties.
• Represented the client in preparing to terminate a manufacturing contract. As part of the termination, it was discovered that the manufacturer was stealing client trade secrets.
• Represented the owner of a luxury beach resort in Latin America in connection with the restructure of its management and branding arrangements with a major international hotel management company.
• Represented the ownership group, Caydon USA (the US subsidiary of an Australia based developer), in negotiating the hotel and branding documents with Kimpton for a branded luxury boutique hotel that will anchor a four tower mixed-use billion dollar development and service certain residential components of the development.
• Represented KSL Partners in connection with the acquisition of the Montelucia Resort and Spa in Scottsdale, Arizona, as well as certain adjacent residential units and the negotiation of an affiliation agreement with InterContinental Hotels & Resorts.
• Represented M Development, the owner of the Aman luxury hotel in Jackson Hole, in connection with a renovation of the hotel and modification of the operating agreement with Aman.
• Represented the owner of The Thompson Hotel in Dallas, Texas in the restructuring of the management and branding agreements with Thompson Hotels.
• Reviewed and analyzed international hotel management company’s form hotel management agreement and propose updates and revisions.
• Represented a client in structuring a mixed‑use resort featuring condotel, fractional, condominium, and residential components within a master‑planned community. The work included advising on development strategy, branding, trademarks, and sales and marketing registration to support a cohesive and compliant project launch.
• Represented an opportunistic private investor in the conversion of a junior mezzanine loan to 100% equity ownership and the restructure of the management and branding arrangements and senior debt facilities for a luxury boutique hotel in Dallas, Texas.
• Represented Cacique Hotel La Penca in negotiating the branding, management, and residential licensing agreements for the first Waldorf Astoria property in Costa Rica, part of a major mixed‑use resort development in Guanacaste. The project—which will include 190 guest rooms and 25 branded residences—required comprehensive negotiations with Hilton and a separate real estate marketing agreement to support this cross‑border joint venture.
• Represented client developing a luxury mixed use apartment and hotel development in Houston, Texas in negotiations of Hotel Management Agreement and Technical Services Agreement with brand.
• Represented Toll Brothers, a leading US-based home construction company which specializes in building luxury homes in connection with the sale of six golf and sports clubs located in Maryland, Virginia, and North Carolina. Also advised on repositioning the mixed-use development known as Riverton Point in South Carolina, including drafting the governance documents and the golf club membership documents.
• Represented Capella Hotel Group (f/k/a West Paces Hotel Group) in connection with numerous domestic and international hotel management, technical services and license arrangements in the U.S., Mexico, Europe, the Caribbean and Asia, as well as sliver equity investments for their SOLIS and Capella luxury and ultra-luxury brands, numerous independent properties, and its strategic alliance with the Hotel and Restaurant Management Program at Auburn University.