Under what circumstances will HSS's obligations under the agreement NOT apply to an Embassy Suites franchisee?
Embassy_Suites Franchise · 2025 FDDAnswer from 2025 FDD Document
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.
HSS may terminate the above Equipment License on the Network Authorized Equipment and all other obligations of HSS under this TSP Agreement at HSS's option: (a) Immediately without notice in event of breach of Customer's obligations or conditions set forth in Sections 2 and 3 above, or (b) at any time, with or without cause, upon not less than ninety (90) days advance written notice to Customer.
Source: Item 23 — RECEIPTS (FDD pages 97–305)
What This Means (2025 FDD)
According to the 2025 Embassy Suites Franchise Disclosure Document, HSS's obligations under the TSP (Total Solution Program) Agreement are contingent upon several conditions related to the franchisee's compliance and the hotel's status. Specifically, HSS's obligations do not apply if the Embassy Suites franchisee is in default of any agreement with HDOC, HSS, their affiliates/subsidiaries, or any Brand division, including the TSP Agreement, the HITS Agreement, or the License Agreement with HDOC or its affiliates.
Additionally, HSS's obligations are nullified if the Embassy Suites franchisee fails to make payments to HSS's Preferred Providers under applicable agreements or defaults on those agreements. The hotel must also remain one of the specified Hilton Brand divisions, including Embassy Suites, after any conversion or rebranding. The franchisee must execute the HITS Agreement concurrently with the TSP Agreement and actively participate and cooperate with HSS in the Total Solution Program, including refreshing Network Authorized Equipment.
Furthermore, the franchisee must allow the removal and replacement of Network Authorized Equipment as determined by HSS. If applicable, the franchisee must complete the hotel's conversion and rebranding as a Hilton Brand division hotel. HSS also retains the right to terminate the Equipment License and all other obligations under the TSP Agreement immediately without notice if the franchisee breaches any of these obligations or conditions. HSS can also terminate the agreement at any time with or without cause, provided they give the franchisee at least ninety days' advance written notice.