Is the continuation of benefits and HSS's obligations under the TSP Agreement for an Embassy Suites franchise conditioned upon the customer not being in default of any agreement with HDOC HSS or their affiliates?
Embassy_Suites Franchise · 2025 FDDAnswer from 2025 FDD Document
Customer's Conditions.
All benefits provided Customer herein and all obligations of HSS under this TSP Agreement are expressly subject to and conditioned upon the following:
(a) Customer is not, and continues not to be, in default of any agreement with HDOC HSS or any of their affiliates and subsidiaries, or any Brand division, including but not limited to this TSP Agreement, the HITS Agreement and Customer's License Agreement with HDOC or its affiliate or subsidiary.
(b) Customer continues to make all other payments to HSS's Preferred Providers under any applicable agreements and does not become in default under such agreements.
(c) Customer's Hotel remains (after conversion and rebranding if applicable) one of the following Hilton Brand divisions: Hampton Inn, Hampton Inn & Suites, Embassy Suites, Homewood Suites by Hilton, LXR, Canopy, Curio, Tapestry and Motto.
(d) Customer executes the HITS Agreement contemporaneously with this TSP Agreement.
(e) Customer's participation and continued cooperation with HSS in HSS's Total Solution Program, including, but not limited to, the refreshment of Network Authorized Equipment.
(f) Customer allows the removal and future replacement or refreshment of Network Authorized Equipment at such time and in such manner as may be determined by HSS in its sole discretion.
(g) If applicable, Customer must complete the Hotel's conversion and rebranding as a Hilton Brand division hotel.
Source: Item 23 — RECEIPTS (FDD pages 97–305)
What This Means (2025 FDD)
According to Embassy Suites's 2025 Franchise Disclosure Document, the continuation of benefits and HSS's obligations under the TSP Agreement are indeed conditional upon the customer remaining in good standing with HDOC, HSS, and their affiliates. Specifically, all benefits provided to the customer and all obligations of HSS under the TSP Agreement are expressly subject to the condition that the customer is not in default of any agreement with HDOC, HSS, or any of their affiliates and subsidiaries, including any Brand division. This encompasses the TSP Agreement itself, the HITS Agreement, and the customer's License Agreement with HDOC or its affiliate or subsidiary.
This condition means that an Embassy Suites franchisee must maintain compliance with all agreements they have with the franchisor and its related entities to continue receiving the benefits outlined in the TSP Agreement. Failure to meet the obligations under any of these agreements could jeopardize the franchisee's benefits and HSS's obligations. This interconnectedness highlights the importance of understanding and adhering to all contractual obligations within the Embassy Suites franchise system.
Furthermore, the TSP Agreement outlines additional conditions that the customer must meet to maintain benefits. These include making all payments to HSS's Preferred Providers under applicable agreements, ensuring the hotel remains within specified Hilton Brand divisions (Hampton Inn, Hampton Inn & Suites, Embassy Suites, Homewood Suites by Hilton, LXR, Canopy, Curio, Tapestry and Motto), executing the HITS Agreement contemporaneously with the TSP Agreement, participating and cooperating with HSS in the Total Solution Program, allowing for the removal and refreshment of Network Authorized Equipment, and completing any required hotel conversion and rebranding as a Hilton Brand division hotel. These stipulations collectively emphasize the franchisee's ongoing responsibilities in order to maintain the benefits and obligations under the TSP Agreement.