Does the Baymont Inn Suites agreement represent all terms and conditions between the parties?

According to the 2025 Baymont Inn Suites Franchise Disclosure Document, the franchise agreement represents all the terms and conditions between the parties involved with respect to the described subject matter. Specifically, the agreement memorializes all representations, warranties, promises, inducements, or considerations related to the transactions, except as expressly detailed within the agreement itself. This clause aims to provide clarity and prevent disputes based on claims outside the written contract.

This "entire agreement" clause is a standard provision in franchise agreements. It means that a prospective Baymont Inn Suites franchisee should ensure that all important aspects of the agreement are included in the written document. Any verbal promises or assurances made during negotiations should be confirmed in writing and incorporated into the agreement to be legally binding.

However, the FDD also includes addenda for specific states like Maryland and North Dakota, which supersede conflicting provisions of the franchise agreement to comply with local laws. For example, North Dakota prohibits liquidated damages and modifies the governing law and venue provisions. Similarly, Illinois law supersedes the franchise agreement regarding jurisdiction, venue, and franchisee rights upon termination and non-renewal. Therefore, franchisees need to be aware of any state-specific addenda that may alter the terms of the standard franchise agreement.

Furthermore, the Safe-T Suite Services Addendum also contains an integration clause, stating that the addendum, including its terms, conditions, and exhibits, constitutes the complete understanding between the parties regarding its subject matter. This clause reinforces that all prior agreements, whether written or oral, are superseded by the terms of the addendum. Similarly, the agreement regarding Hosted Gateway Services states that the agreement, including Schedule A, represents the complete understanding between the parties and supersedes all prior agreements.