What standards must an Embassy Suites franchisee comply with regarding the eforea spa?

of Non-Exclusive License. We and you acknowledge that in executing this Amendment, and modifying certain of the defined terms in the Franchise Agreement during the term of this Amendment, we are granting to you and you are accepting a limited, non-exclusive license to operate a spa on the Hotel Site using the eforea name and other indicia of an eforea spa during the Term applicable to the eforea spa, and you are agreeing to comply with all Standards that have been and are in the future developed by us for use in connection with the design, construction, renovation, refurbishment, appearance, equipment, furnishing, supplying, opening, operating, maintaining, marketing, services, service levels, quality, and quality assurance of eforea spas.

• 1. Our Responsibilities. Subsection 4.4 of the Franchise Agreement is amended by the addition of the following new Subsection:
  • 4.4.8 Spa. We will provide you with (i) a sample layout for the interior of a typical eforea spa, and specifications we have approved related to the design and construction of the spa, (ii) a collateral suite to support the operation of your Spa, and (iii) a periodic list of ay approved suppliers and specifications for any required operating equipment, products, supplies and furnishings in the spa. As and when we determine, we may provide the services of a Spa Performance Director to periodically provide you with suggestions for the improvement of your spa's operations.
• 1. Trade Name, Use of the Marks. Subsection 9.2.1 of the Franchise Agreement is amended by the addition of the following sentence after the first sentence:

The spa operated at the Hotel Site as a part of the Hotel will be known by the Trade Name "eforea," unless otherwise approved, or changed by us.

• 1. Additional Operational and Other Requirements.
• (a) Subsection 5.1.1 of the Franchise Agreement is deleted and replaced with the following:
  • 5.1.1 after the Opening Date, operate the Hotel twenty-four (24) hours a day; provided, however, you will operate the eforea spa for those days of the week and hours of the day that we may periodically establish;
• (b) Subsection 5.1.27 of the Franchise Agreement is amended by deleting the word "and" after the semicolon,
• (c) Subsection 5.1.28 of the Franchise Agreement is amended by changing the period to a semicolon and adding the following subparagraphs:
  • 5.1.29 the Opening Date for the eforea spa must be within twelve (12) months of the Effective Date of the eforea Amendment;
  • 5.1.30 after the Opening Date, operate the eforea spa for those days of the week and hours of the day as we may establish;
  • 5.1.31 you must display all material, including brochures and promotional materials we provide for eforea spas, and allow advertising and promotion of eforea spas on your

spa's premises, unless we specifically direct you to include advertising or promotion of Other Hotels or other non-eforea spas; and

• 5.1.32 comply with System Standards for the training of persons involved in the operation of the eforea spa, including completion by each member of the spa's staff of the training program for operation of the spa under the System, at a site we designate. You will pay us all fees and charges, if any, we require for your personnel to attend these training programs. You will also be responsible for the wages, room, board and travel expenses of your personnel.
• 1. Fees. In addition to the fees set forth in the Franchise Agreement, you will pay us the following additional fees in connection with your eforea spa:
• (a) Initial Fee. An initial fee of Twenty Five Thousand Dollars ($25,000), due and payable on execution of this Amendment ("Initial Fee") as consideration for our grant to you of the right to operate an eforea spa as specified by this Amendment. The Initial Fee shall be deemed to have been earned by us at the time of execution of this Amendment by you, and shall not be refundable.
• (b) Spa Royalty. An amount equal to two percent (2%) of your Gross Spa Revenue. This fee shall be added to your Monthly Royalty Fee but shall only be payable on Gross Spa Revenue. For the avoidance of any doubt, this fee (i) will be due and we will have all rights related to this fee as set forth in the Franchise Agreement related to the Monthly Royalty Fee, and (ii) is paid in addition to any other fees set forth in the Franchise Agreement.
• 1. Lease; Competition; Transfer. Notwithstanding anything set forth in the Franchise Agreement to the contrary, you understand and acknowledge that: (i) you may not lease or sublease commercial space in your eforea spa, or enter into concession arrangements for operations in connection with your eforea spa;

Source: Item 22 — CONTRACTS (FDD page 97)