In the Best Western agreement, can the headings of sections be used to determine the content or context of the agreement?

_0.jpeg)

IN WITNESS WHEREOF, the parties have executed and delivered this Rider effective on the Effective Date stated in the Membership Agreement.

MEMBER: [INSERT MEMBER ENTITY], a [INSERT TYPE OF ENTITY] Best Western International, Inc., an Arizona nonprofit corporation Executed on: Executed on:

RIDER TO THE BEST WESTERN INTERNATIONAL, INC. MEMBERSHIP AGREEMENT FOR USE IN MINNESOTA

This Rider (the "Rider") is made and entered into as of the Effective Date as stated in the Membership Agreement (defined below), by and between Best Western International, Inc., an Arizona corporation with its principal business address at 6201 N. 24th Parkway, Phoenix, Arizona 85016 ("we," "us" "our," or "Licensor"), and ___________________________________ ("you," "your," or "Member").

• 1. Background. Licensor and Member are parties to that certain Membership Agreement that has been signed at the same time as the signing of this Rider (the "Membership Agreement"). This Rider is annexed to and forms a part of the Membership Agreement. This Rider is annexed to and forms part of the Membership Agreement. This Rider is being signed because (a) the Property that Member will operate under the Membership Agreement will be located in Minnesota; and/or (b) any of the offering or sales activity relating to the Membership Agreement occurred in Minnesota.
• 1. Infringement. The following language is added to the end of Section D of the Membership Agreement:

To the extent required by Minnesota Stat. Sec. 80C.12, Subd. 1(g), Best Western will protect Member's right to use the Best Western Identifying Marks and indemnify Member from any loss, costs or expenses arising out of any claim, suit or demand regarding the use of the Best Western Identifying Marks.

1. Termination. The following is added to the end of Section E of the Membership Agreement:

However, with respect to memberships governed by Minnesota law, Best Western will comply with Minn. Stat. Sec. 80C.14, Subds. 3, 4 and 5 which require, except in certain specified cases, that Member be given 90 days' notice of termination (with 60 days to cure) and 180 days' notice of non-renewal of this Agreement.

1. Governing Law/Consent to Jurisdiction. The following is added to the end of Section Q of the Membership Agreement:

Minn. Statutes. Section 80C.21 and Minnesota Rule 2860.4400(J) prohibit Best Western from requiring litigation to be conducted outside Minnesota, requiring waiver of a jury trial, or requiring the Member to consent to liquidated damages, termination penalties or judgment notes. In addition, nothing in the Membership Agreement can abrogate or reduce any of Member's rights as provided for in Minnesota Statutes, Chapter 80C, or the Member's rights to any procedure, forum, or remedies provided for by the laws of the jurisdiction.

1. Limitations of Claims. The following language is added as a new Section X of the Membership Agreement:

Minnesota law provides that no action may be commenced under Minn. Stat. Sec. 80C.17 more than three (3) years after the cause of action accrues.

1. No Waiver of Disclaimer of Reliance. No statement, questionnaire or acknowledgment signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by any franchisor, franchise seller, or any other person acting on behalf of the franchisor. This provision supersedes any other term of any document executed in connection with the franchise.

IN WITNESS WHEREOF, the parties have executed and delivered this Rider effective on the Effective Date stated in the Membership Agreement.

MEMBER: LICENSOR: [INSERT MEMBER ENTITY], a [INSERT TYPE OF ENTITY] Best Western International, Inc., an Arizona nonprofit corporation Executed on: Executed on:

RIDER TO THE BEST WESTERN INTERNATIONAL, INC. MEMBERSHIP AGREEMENT FOR USE IN NEW YORK

This Rider (the "Rider") is made and entered into as of the Effective Date as stated in the Membership Agreement (defined below), by and between Best Western International, Inc., an Arizona nonprofit corporation with its principal business address at 6201 N. 24th Parkway, Phoenix, Arizona 85016 ("we," "us" "our," or "Licensor"), and ___________________________________ ("you," "your," or "Member").

• 1. Background. Licensor and Member are parties to that certain Membership Agreement that has been signed at the same time as the signing of this Rider (the "Membership Agreement"). This Rider is annexed to and forms a part of the Membership Agreement. This Rider is being signed because (a) the offer or sale of the license for the Property that Member will operate under the Membership Agreement was made in the State of New York, and/or (b) Member is a resident of New York and will operate the Property in New York.
• 1. Releases. The following language is added as a new Section M.4 of the Membership Agreement:

To the extent required by Article 33 of the General Business Law of the State of New York, all rights Member enjoys and any causes of action arising in Member's favor from the provisions of Article 33 of the General Business Law of the State of New York and the regulations issued thereunder shall remain in force; it being the intent of the proviso that the non-waiver provisions of GBL 687 and 687.5 be satisfied.

1. Licensor's Transfer.

Source: Item 23 — Receipts (FDD pages 108–413)