In the event of a conflict between the Franchise Agreement and the Amendment regarding the Embassy Suites franchise, which document controls?

According to Embassy Suites's 2025 Franchise Disclosure Document, the Amendment to the Franchise Agreement takes precedence in the event of a conflict between the two documents. Specifically, the FDD states that the terms of the Amendment are expressly made subject to and governed by the Franchise Agreement, but clarifies that the Franchise Agreement remains in full effect except as specifically amended. However, the document explicitly states that in the event of a conflict between the Franchise Agreement and the Amendment, the Amendment will control.

This clause is significant for prospective Embassy Suites franchisees because it clarifies the hierarchy of the legal documents governing the franchise relationship. Franchisees should pay close attention to any amendments, as these will override the original terms of the Franchise Agreement. This ensures that any changes to the franchise terms are clearly defined and take precedence over the original agreement.

It is important for potential Embassy Suites franchisees to carefully review both the Franchise Agreement and any Amendments with legal counsel to fully understand their rights and obligations. Understanding which document controls in different situations can help prevent misunderstandings and disputes during the franchise term.