What agreement is the Best Western Rider annexed to and considered a part of?
Best_Western Franchise · 2025 FDDAnswer from 2025 FDD Document
er 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 Best Western International, Inc., an Arizona TYPE OF ENTITY] corporation Executed on: Executed on:
RIDER TO THE BEST WESTERN INTERNATIONAL, INC. MEMBERSHIP AGREEMENT FOR USE IN NORTH DAKOTA
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").
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- 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) Member is a resident of North Dakota and the Property will be located in North Dakota, and/or (b) the offer or sale of the license for the Property that Member will operate under the Membership Agreement was made in the State of North Dakota.
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- Releases. The following language is added as a new Section X of the Membership Agreement:
Any general release shall not apply to the extent prohibited by law with respect to claims arising under the North Dakota Franchise Investment Law.
- Liquidated Damages on Termination. The following language is added to the end of Section F.5 of the Membership Agreement:
The Commissioner has determined termination or liquidated damages to be unfair, unjust and inequitable within the intent of Section 51-19-09 of the North Dakota Franchise Investment Law. However, Best Western and Member agree to enforce these provisions to the extent the law allows.
- Governing Law/Consent to Jurisdiction. The following language is added to the end of Section Q of the Membership Agreement:
Notwithstanding the foregoing, to the extent required by the North Dakota Franchise Investment Law, North Dakota law will apply to this Agreement. In addition, to the extent required by applicable law, Member may bring an action in North Dakota.
- 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 Best Western International, Inc., an Arizona TYPE OF ENTITY] nonprofit corporation Executed on: Executed on:
RIDER TO THE BEST WESTERN INTERNATIONAL, INC. MEMBERSHIP AGREEMENT FOR USE IN RHODE ISLAND
| (in thousands) | Value | Total | (Level 1) | |
|---|---|---|---|---|
| Mutual funds | $ 75,070 | $ 75,070 | $ 75,070 | |
| Mortgage and asset-backed securities | 74,452 | 74,185 | 74,185 | |
| Corporate bonds | 64,357 | 63,702 | 63,702 | |
| Common shares | 44,630 | 44,630 | 44,630 | |
| U.S. treasury and government agency bonds | 32,649 | 32,538 | 32,538 | |
| Municipal and provincial notes and bonds | 3,622 | 3,594 | 3,594 | |
| Investments in certificates of deposits | 2,253 | 2,234 | 2,234 | |
| Restricted Rabbi Trust investments | 17,037 | 17,037 | 17,037 | |
| Total | $ 314,070 | $ 312,990 | $ 312,990 |
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- 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) Member is a resident of Rhode Island and the Property that Member will operate under the Membership Agreement will be located in Rhode Island; and/or (b) any of the offering or sales activity relating to the Membership Agreement occurred in Rhode Island.
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- Governing Law/Consent to Jurisdiction. The following language is added to the end of Section Q of the Membership Agreement:
Notwithstanding the foregoing, to the extent required by applicable law, Rhode Island law will apply to claims arising under the Rhode Island Franchise Investment Act. Section 19-28.1-14 of the Rhode Island Franchise Investment Act provides that "A provision in a franchise agreement restricting jurisdiction or venue to a forum outside this state or requiring the application of the laws of another state is void with respect to a claim otherwise enforceable under this Act."
To the extent required by applicable law, Member may bring an action in Rhode Island for claims arising under the Rhode Island Franchise Investment Act.
- 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.
[Signatures on following page]
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 Best Western International, Inc., an Arizona TYPE OF ENTITY] nonprofit corporation Executed on: Executed on:
RIDER TO THE BEST WESTERN INTERNATIONAL, INC. MEMBERSHIP AGREEMENT FOR USE IN WASHINGTON
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").
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- Background. Licensor and Member are parties to those certain regulatory documents, including, (i) the Membership Agreement; (ii) Bylaws; and (iii) Rules and Regulations; that have been signed at the same time as the signing of this Rider (collectively, the "Regulatory Documents"). This Rider is annexed to and forms part of the Regulatory Documents. This Rider is being signed because (a) the Property that Member will operate under the Membership Agreement will be located in Washington;
Source: Item 23 — Receipts (FDD pages 108–413)
What This Means (2025 FDD)
According to the 2025 Best Western FDD, the Rider is annexed to and forms a part of the Membership Agreement. This is highlighted in multiple state-specific riders, including those for North Dakota, Washington, Minnesota, New York, Illinois, and Maryland.
These riders are designed to address specific legal requirements or conditions within those states. For example, the North Dakota Rider addresses concerns related to termination or liquidated damages, while the Washington Rider references compliance with the Washington Franchise Investment Protection Act. The Illinois Rider specifies that Illinois law will govern claims arising under the Illinois Franchise Disclosure Act.
For a prospective Best Western franchisee, this means that in addition to the standard Membership Agreement, they must also adhere to any state-specific riders applicable to their location. These riders modify or supplement the terms of the Membership Agreement to ensure compliance with local laws and regulations. It is important to carefully review both the Membership Agreement and any relevant riders to fully understand the terms and conditions of the franchise agreement.