What section of the Best Western Membership Agreement is modified by the language in this Rider?
Best_Western Franchise · 2025 FDDAnswer from 2025 FDD Document
g 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. |
Source: Item 23 — Receipts (FDD pages 108–413)
What This Means (2025 FDD)
According to the 2025 Best Western FDD, the specific sections of the Membership Agreement that are modified by the language in the Rider vary depending on the state in which the member is located. For instance, for members in North Dakota, the rider adds language to Section F.5 regarding liquidated damages on termination and adds a new Section X regarding releases. For members in Minnesota, language is added to the end of Section D regarding infringement and to the end of Section E regarding termination.
For members in New York, the rider adds language as a new Section M.4 regarding releases. For members in Maryland, the rider adds language to the end of Section Q regarding the application of law and choice of forum, and adds a new Section X regarding acknowledgements. Similarly, for members in Illinois, the rider adds language to the end of Section Q regarding governing law and consent to jurisdiction, and adds a new Section X regarding the limitation of claims.
Finally, for members in Washington, the rider adds language to the end of all the Regulatory Documents. These modifications and additions are made to ensure compliance with state-specific franchise laws and regulations, addressing issues such as releases, liquidated damages, infringement, termination, governing law, jurisdiction, acknowledgements, and waivers.