Does the Best Western Membership Agreement have any state-specific addenda?
Best_Western Franchise · 2025 FDDAnswer from 2025 FDD Document
ce with the Bylaws of Best Western International, Inc. ("Best Western"). This information is submitted in accordance with Article III, Section 4 of Best Western's Bylaws.
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EXHIBIT D TO FDD
STATE ADDENDA TO MEMBERSHIP AGREEMENT
RIDER TO THE BEST WESTERN INTERNATIONAL, INC. MEMBERSHIP AGREEMENT FOR USE IN CALIFORNIA, HAWAII, INDIANA, MICHIGAN, SOUTH DAKOTA, VIRGINIA, AND WISCONSIN
| (in thousands) | 2024 | 2023 |
|---|---|---|
| EXCESS OF REVENUES OVER EXPENSES | $ 65,117 | $ 89,020 |
| Foreign currency translation adjustment, net of tax | (11) | (755) |
| Change in net unrealized gains (losses) on available-for-sale debt securities, net of tax: | ||
| Net unrealized gains (losses) on available-for-sale debt securities | 2,471 | (3,825) |
| Adjustment for net losses realized and included in excess of revenues over expenses | 238 | 479 |
| Total change in net unrealized gains (losses) on available-for-sale debt securities | 2,709 | (3,346) |
| Comprehensive excess of revenues over expenses | 67,815 | 84,919 |
| Comprehensive excess of expenses over revenues | ||
| attributable to non-controlling interests | 271 | 299 |
| COMPREHENSIVE EXCESS OF REVENUES OVER EXPENSES | ||
| ATTRIBUTABLE TO BEST WESTERN INTERNATIONAL, INC. | $ 68,086 | $ 85,218 |
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- Background. We and you 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 part of the Membership Agreement.
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- No Waiver of Disclaimer of Reliance in Certain States. The following provision applies only to franchisees and franchises that are subject to the state franchise disclosure laws in California, Hawaii, Indiana, Michigan, South Dakota, Virginia or Wisconsin:
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 corporation Executed on: Executed on:
RIDER TO THE BEST WESTERN INTERNATIONAL, INC. MEMBERSHIP AGREEMENT FOR USE IN ILLINOIS
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) the offer to sell or buy the license for the Property was made in the State of Illinois, and/or (b) the offer to sell or buy the license for the Property was made outside of the State of Illinois and accepted in the State of Illinois, and/or (c) Member is domiciled in the State of Illinois, and/or (d) the licensed Property will be located in the State of Illinois.
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- Governing Law/Consent to Jurisdiction.
Source: Item 22 — Contracts (FDD pages 107–108)
What This Means (2025 FDD)
According to Best Western's 2025 Franchise Disclosure Document, the Membership Agreement includes state-specific addenda. These addenda modify certain provisions of the standard agreement to comply with specific state laws.
The FDD includes specific riders to the Best Western International, Inc. Membership Agreement for use in California, Hawaii, Indiana, Michigan, South Dakota, Virginia, and Wisconsin. There are also specific riders for Illinois, North Dakota, New York, Rhode Island and Washington.
These state addenda address various legal considerations, such as franchise law compliance, waivers, governing law, and dispute resolution. For example, the North Dakota addendum addresses releases and liquidated damages on termination, ensuring compliance with the North Dakota Franchise Investment Law. Similarly, the Minnesota addendum modifies termination clauses and governing law to align with Minnesota statutes.
Prospective franchisees should carefully review the addendum (if any) for their specific state to understand how the standard Membership Agreement is modified and to ensure they are aware of their rights and obligations under local laws. This ensures full compliance and awareness of any state-specific legal nuances affecting their Best Western franchise.