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Under the Best Western Membership Agreement, what are the franchisee's obligations?

Best_Western Franchise · 2025 FDD

Answer from 2025 FDD Document

AL LETTER, BEST WESTERN'S BYLAWS, RULES AND REGULATIONS, AND ALL OTHER REGULATORY DOCUMENTS. ALL CAPITALIZED TERMS HEREIN NOT OTHERWISE DEFINED SHALL HAVE THE MEANING PROVIDED IN BEST WESTERN'S BYLAWS AND RULES AND REGULATIONS.

A. Membership Rights and Obligations

    1. Best Western is a Membership organization, organized as a non-profit corporation pursuant to Arizona Revised Statutes § 10-3101, et seq., providing rights and obligations as set forth by the Membership in this Agreement, Best Western's Bylaws, Rules and Regulations, and all other Regulatory Documents (as that term is defined in Best Western's Bylaws). In connection only with the Property designated in this Agreement ("Property"), Best Western agrees to provide to Member all rights, and Member agrees to abide by all obligations, as may be established from time to time in Best Western's Regulatory Documents, all of which are accessible to Member or available upon request. This Agreement incorporates the rights and obligations of the Regulatory Documents, as amended from time to time.
    1. Member agrees to timely pay all fees, dues, charges, and assessments imposed generally on the Membership by the Best Western Board of Directors ("Board") or the Membership, and the cost of all goods or services provided by or ordered through Best Western. Member agrees to allow Best Western to automatically debit Member's bank account each month in the amount owing Best Western. Member agrees to electronic monthly statements. Past due amounts shall bear interest at the rate of one and one half percent (1.5%) per month from the due date until paid, provided that such interest charge shall in no way authorize or excuse late payments or limit Best Western's rights and remedies against Member.
    1. When grounds for cancellation or termination exist because of a Member default (as more fully set forth below), the Board may, in lieu of cancellation or termination, impose additional conditions to Membership. These may include, for example, higher quality assurance requirements, additional design requirements, or restriction of rights or services.

B. Term

    1. The Effective Date of this Agreement is the date of execution; however, Membership rights shall not be granted until such time as the Property has been activated on Best Western's reservations systems and the Extended-Length Term of twenty (20) years (two hundred and forty (240) months) has begun.
    1. The initial term of this Agreement, and any and all Membership rights, shall begin on the first day the Member's Property is activated on Best Western's reservations systems and will end on the last day of Best Western's fiscal year during which the last day of the two hundred and fortieth (240th) month falls ("Extended-Length Term"). Thereafter, this Agreement shall automatically renew for successive one hundred and twenty (120) month terms (each a "Renewal Term") unless either Best Western or the Member provides the other with written notice of its intent to not renew at least twelve (12) months prior to the end of the then-current Term. The Extended-Length

Term and Renewal Term(s) may be collectively referred to herein as the "Term."

  1. If a Membership is transferred during the Term pursuant to Article II, Section 7 (B) or (C) of Best Western's Bylaws, the remainder of the Term will transfer with the transfer of the Membership.

C. Fees and Dues

All fees, dues, charges, and assessments shall be calculated, due, and owing as they apply to all other Best Western Members with the exception of Monthly Fees, which shall be equal to percent ( %) of the Property Room Revenue. Upon resignation, termination, or cancellation of Membership, the Member shall owe certain fees, dues, charges, assessments, and other damages to Best Western, as discussed in greater detail below in Section F.

D.

Source: Item 22 — Contracts (FDD pages 107–108)

What This Means (2025 FDD)

According to Best Western's 2025 Franchise Disclosure Document, the franchisee, referred to as a 'Member,' has several obligations under the Membership Agreement. These obligations are detailed within the agreement itself, Best Western's Bylaws, Rules and Regulations, and all other Regulatory Documents. These documents establish the rights and obligations of the members and are accessible to the member or available upon request. The Membership Agreement incorporates these rights and obligations, including any amendments made from time to time.

One of the primary obligations of a Best Western member is the timely payment of all fees, dues, charges, and assessments imposed by the Best Western Board of Directors or the membership. This includes the cost of any goods or services provided by or ordered through Best Western. Members agree to allow Best Western to automatically debit their bank account each month for the amount owed and to receive electronic monthly statements. Past due amounts will incur interest at a rate of 1.5% per month from the due date until paid.

Furthermore, by executing the Membership Agreement, the Voting Member acknowledges and accepts all responsibilities associated with the appointment, including personal liability for the debts, liabilities, and obligations related to the Membership, the Member, and the property. The Voting Member is jointly and severally liable to Best Western and must personally execute the agreement and complete the required Voting Member Information form. Best Western retains the right to pursue any legal or equitable remedy for breaches of the agreement or any matter arising from the member's affiliation or dealings with Best Western, with all rights and remedies being distinct and cumulative.

It's important to note that the obligations of the Member and the remedies available to Best Western are binding upon the Member's heirs, executors, administrators, successors, assignees, receivers, and trustees in bankruptcy. If Best Western initiates an injunctive action against the Member, the Member waives any requirement for Best Western to post a bond. Additionally, amounts payable by the Member following resignation, termination, cancellation, or default are considered liquidated damages and not penalties. Best Western's acceptance of payment after such events does not waive any rights it may have against the former Member, all of which are expressly reserved.

Disclaimer: This information is extracted from the 2025 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.