What law governs and construes the Participation Agreement between Embassy Suites and Microsoft?

According to the 2025 Embassy Suites Franchise Disclosure Document, the Participation Agreement between the franchisee (referred to as "you" or "Customer Affiliate") and Microsoft is governed and construed in accordance with the laws of the jurisdiction whose law governs the agreement. The FDD states that franchisees consent to the exclusive jurisdiction and venue of the state and federal courts located in such jurisdiction. This means that any legal disputes arising from the Participation Agreement will be resolved in the courts of the specified jurisdiction, and the laws of that jurisdiction will be used to interpret the agreement.

This section of the FDD also clarifies that the choice of jurisdiction does not prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights in any appropriate jurisdiction. This means that if there is a concern about intellectual property rights, either party can seek immediate legal action (injunctive relief) in any jurisdiction where the violation occurs, regardless of the primary jurisdiction governing the agreement.

Furthermore, the 2025 Embassy Suites FDD specifies that the 1980 United Nations Convention on Contracts for the International Sale of Goods and its related instruments will not apply to this agreement or any license entered into with Microsoft or its affiliates under this agreement. This exclusion ensures that the agreement is governed by the specific laws chosen by the parties involved, rather than international trade laws.