What section of the Embassy Suites By Hilton franchise agreement outlines termination conditions?
Embassy_Suites_By_Hilton Franchise · 2025 FDDAnswer from 2025 FDD Document
- Minnesota Statutes, Sections 80C.21 and Minnesota Rule 2860.4400J prohibit Franchisor from requiring Franchisee to consent to liquidated damages, termination penalties or judgment notes. Subsection 13.4 of the Franchise Agreement is hereby deleted in its entirety and replaced with the following:
"Damages Upon Termination By Us. If we terminate the Agreement under Subsection 13.1 or 13.2 above, you acknowledge your default will cause substantial damage to us. You therefore agree that if we terminate this Agreement, the termination will not be our sole remedy, and you will also be liable to us for all damages and losses we have suffered arising from the early termination of this Agreement to the same extent as if you had improperly terminated the Agreement. You also agree that you will remain liable for all other obligations and claims under this Agreement, including obligations following termination under Subsections 13.6, 9.6, 10.3 and Section 14 and other damages suffered by us arising out of your breach or default."
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- The following language will appear at the end of Subsection 16.8 of the Franchise Agreement:
- "Minnesota Rule 2860.4400D prohibits Franchisor from requiring a Franchisee to assent to a release, assignment, novation, or waiver that would relieve any person from liability imposed by Minnesota franchise law. This Subsection 16.8 does not require you to assent to any release, assignment, novation, or waiver that would relieve any person from liability imposed by Minnesota Statutes 1973 Supplement, sections 08C.01 to 80C.22, as amended, which also provides that the voluntary settlement of disputes is not barred."
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- Section 16.11 is amended to delete subsections 16.11.1 and 16.11.2.
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- Minn. Rule 2860-4400J prohibits waiver of a jury trial. Subsection 17.1 of the Franchise Agreement is deleted in its entirety.
[INSERT FRANCHISEE ENTITY], a [INSERT TYPE OF ENTITY] HILTON FRANCHISE HOLDING LLC, a Delaware limited liability company Title: Authorized Signatory Executed on:#### NEW YORK ADDENDUM TO FRANCHISE AGREEMENT
Source: Item 22 — CONTRACTS (FDD page 97)
What This Means (2025 FDD)
The 2025 Embassy Suites By Hilton Franchise Disclosure Document (FDD) does not explicitly state a specific section number that solely outlines termination conditions within the franchise agreement. However, it does reference subsections related to termination. Specifically, in the Minnesota Addendum to the Franchise Agreement, Section 3 and Section 13 are mentioned as being amended to include certain termination and non-renewal rights as provided by Minnesota law.
Additionally, Subsection 13.4 of the Franchise Agreement is addressed in the context of damages upon termination, particularly when Embassy Suites By Hilton terminates the agreement under Subsections 13.1 or 13.2. This section clarifies that the franchisee acknowledges that their default will cause substantial damage to Embassy Suites By Hilton and outlines the franchisee's liability for damages and losses resulting from early termination.
Prospective franchisees should carefully review Section 3, Section 13, and related subsections within the franchise agreement, along with any addenda specific to their state, to fully understand the conditions under which the Embassy Suites By Hilton franchise agreement can be terminated and the associated obligations and liabilities.