If Even Hotels modifies the agreement, what options does the franchisee have?
Even_Hotels Franchise · 2025 FDDAnswer from 2025 FDD Document
agree to execute the agreement using an electronic signature, Guarantor must promptly notify IHG and IHG will provide Guarantor with a nonelectronic Guaranty.
| Signature (or Initials): | |
|---|---|
[Signatures continue on following page]
IN WITNESS WHEREOF, each of the undersigned has signed this Guaranty under Seal, as of ______, 20___.
| Guaranto | Γ. |
|---|---|
| «Guarant | or1» |
| Name: | |
| Address: | |
| Email: | |
| «Guarant | or2» |
| Name: | |
| Address: | |
| Email: | |
| [ENTITY | NAME] |
| Title: _ | |
| Fmail· _ |
EXHIBIT B-2
Amendment To The Holiday Hospitality Franchising, LLC Even Hotels License Agreement Pursuant To The California Department of Financial Protection and Business Oversight
Notwithstanding anything to the contrary set forth in the above License Agreement ("License"), the following provisions shall supersede and apply to each License for an Even Hotel issued in the State of California:
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- In accordance with the provisions under the U.S. Bankruptcy Code (11 U.S.C.A. Sec. 101 et seq.), paragraphs 11.C(1)(b) and (d) of the License shall be amended to include the following language: "Enforceability of this provision is a matter governed by the US Bankruptcy Code and enforceability or nonenforceability is subject to that law and rulings of a court of competent jurisdiction."
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- California Business and Professions Code Sections 20000 through 20043 provide rights to the Licensee concerning termination or non-renewal of a License. If the License contains a provision that is inconsistent with the law, the law will control.
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- The License contains a liquidated damages clause. Under California Civil Code Section 1671, certain liquidated damages clauses are unenforceable,
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- The License and Guaranty require application of the laws of Georgia. In accordance with 5050.23 Sec. 310.114.1(c)(5)(B)(v), this provision may not be enforceable under California law.
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- With respect to franchises sold in California, a franchisor is prohibited from modifying a franchise agreement, or requiring a general release, in exchange for any assistance related to a declared state or federal emergency.
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- This Amendment may be executed in counterparts, which together shall constitute one and the same instrument. Signatures via Conga Sign, DocuSign, .PDF file, facsimile, or other electronic format have the same force and effect as originals.
| Less amount representing interest | (11,225) | |---|---| | Present value of net minimum lease payments | $ 84,195 | California Amendment
Amendment To The Holiday Hospitality Franchising, LLC Even Hotels License Agreement Pursuant To Section 482E-3 of Hawaii Revised Statutes
Notwithstanding anything to the contrary set forth in the above License Agreement ("License"), the following provision shall supersede and apply to each License for an Even Hotel issued in the State of Hawaii:
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- Section 13.I of the License is amended to include the following: "The general release language contained in the License shall not relieve IHG or any other person, directly or indirectly, from liability imposed by the laws concerning franchising in the State of Hawaii."
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- In accordance with the provision under the U.S. Bankruptcy Code (11 U.S.C.A. Sec. 101 et seq.), paragraphs 11.C(1)(b) and (d) of the License shall be amended to include the following language: "Enforceability of this provision is a matter governed by the U.S. Bankruptcy Code and enforceability or nonenforceability is subject to that law and rulings of a court of competent jurisdiction."
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- Hawaii Revised Statutes Section 482E-1 provides rights to the Licensee concerning termination or non-renewal of a License. If the License contains a provision that is inconsistent with the law, the law will control.
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- This Amendment may be executed in counterparts, which together shall constitute one and the same instrument. Signatures via Conga Sign, DocuSign, .PDF file, facsimile, or other electronic format have the same force and effect as originals.
| Date: | |
|---|---|
| Licensee: | |
| «EntityAllCaps» | |
| By: | |
| «AuthorizedSignee» | |
| «SigneesTitle» | |
| IHG: | |
| HOLIDAY HOSPITALITY FRANCHISING, LLC | |
| By: | Six Continents Hotels, Inc., |
| its sole managing member | |
| By: | |
| Jenny Tidwell | |
| Vice President | |
| Franchise Licensing and Compliance |
Hawaii Amendment
Amendment To The Holiday Hospitality Franchising, LLC Even Hotels License Agreement Pursuant To The Maryland Franchise Registration And Disclosure Law
Notwithstanding anything to the contrary set forth in the above License Agreement ("License"), the following provisions shall supersede and apply to each License for an Even Hotel issued in the State of Maryland:
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- In accordance with the provision under the U.S. Bankruptcy Code (11 U.S.C.A. Sec. 101 et seq.), paragraphs 11.C(1)(b) and (d) of the License shall be amended to include the following language: "Enforceability of this provision is a matter governed by the U.S. Bankruptcy Code and enforceability or nonenforceability is subject to that law and rulings of a court of competent jurisdiction."
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- Section 13.I of the License is amended to include the following: "The general release language contained in the License shall not relieve IHG or any other person, directly or indirectly, from liability imposed by the laws concerning franchising in the State of Maryland."
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- The provisions of the License which permits all suits to be filed in Georgia is hereby deleted for residents of the State of Maryland and/or franchises to be operated in the State of Maryland.
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- Any claims arising under the Maryland Franchise Registration and Disclosure Laws must be brought within three years after the grant of the License.
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- Pursuant to the Interpretive Opinion "Adopting NASAA Statement of Policy Regarding the Use of Franchise Questionnaires and Acknowledgments" dated January 23, 2023 (the "Interpretive Opinion"), issued by the State of Maryland Office of the Attorney General Securities Division (the "Division"), the Division requires franchisors selling franchises that are subject to the Maryland Franchise Registration and Disclosure Law to include the following statement in their franchise agreements: "No statement, questionnaire, or acknowledgment signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by any franchisor, franchise seller, or other person acting on behalf of the franchisor. This provision supersedes any other term of any document executed in connection with the franchise." Accordingly, any statement, questionnaire, or acknowledgment in the License Agreement that is not permitted under the Interpretive Opinion is deleted in its entirety and shall have no force or effect.
| Net minimum lease payments | 3,191,328 |
|---|---|
| Less amount representing interest | (2,930,124) |
| Present value of net minimum lease payments | $ 261,204 |
IHG:
HOLIDAY HOSPITALITY FRANCHISING, LLC
| 2024 | 2023 |
|---|
Amendment To The Holiday Hospitality Franchising, LLC Even Hotels License Agreement Pursuant To The North Dakota Investment Franchise Law
Notwithstanding anything to the contrary set forth in the above License Agreement ("License"), the following provisions shall supersede and apply to each License for an Even Hotel issued in the State of North Dakota:
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- The laws of the State of North Dakota supersede any provisions of the License, or Georgia law, if such provisions are in conflict with such North Dakota laws.
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- Liquidated damages and termination penalty provisions are deleted from the License Agreement to the extent they are prohibited by the laws of the State of North Dakota.
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- Section 13.I of the License is amended to include the following: "The general release language contained in the License shall not relieve IHG or any other person, directly or indirectly, from liability imposed by the laws concerning franchising of the State of North Dakota."
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- In accordance with the provision under the U.S. Bankruptcy Code (11 U.S.C.A. Sec. 101 et seq.), paragraphs 11.C(1)(b) and (d) of the License shall be amended to include the following language: "Enforceability of this provision is a matter governed by the U.S. Bankruptcy Code and enforceability or nonenforceability is subject to that law and rulings of a court of competent jurisdiction."
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- Any provision in the License which designates jurisdiction or venue or requires the Licensee to agree to jurisdiction or venue, in a forum outside of North Dakota, is deleted from Licenses issued in the State of North Dakota. The site of any arbitration will be agreeable to all parties.
| thousands): | |||||
|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | |||
| Operating cash flows | |||||
| Operating leases | $ 16,317 | $ 14,968 | $ 18,186 | ||
| Finance leases | 21,120 | 21,120 | 18,560 |
Amendment To The Holiday Hospitality Franchising, LLC Even Hotels License Agreement Pursuant To The Rhode Island Franchise And Distributorship Act
Notwithstanding anything to the contrary set forth in the above License Agreement ("License"), the following provisions shall supersede and apply to each License for an Even Hotel issued in the State of Rhode Island:
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- In accordance with the provision under the U.S. Bankruptcy Code (11 U.S.C.A. Sec. 101 et seq.), paragraphs 11.C(1)(b) and (d) of the License shall be amended to include the following language: "Enforceability of this provision is a matter governed by the U.S. Bankruptcy Code and enforceability or nonenforceability is subject to that law and rulings of a court of competent jurisdiction."
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Source: Item 23 — RECEIPTS (FDD pages 99–438)
What This Means (2025 FDD)
According to the 2025 Even Hotels Franchise Disclosure Document, several state-specific amendments address modifications to the franchise agreement and the franchisee's rights in those states. These amendments generally state that if any provision in the franchise agreement is inconsistent with the state's franchise laws, the state law will take precedence. This means that Even Hotels cannot enforce terms that violate state franchise regulations. These amendments apply specifically to franchises issued in California, Washington, Rhode Island, North Dakota, Maryland, and Virginia.
For example, the amendment for California states that California Business and Professions Code Sections 20000 through 20043 provide rights to the licensee concerning termination or non-renewal of a license, and if the license contains a provision that is inconsistent with the law, the law will control. Similarly, the Washington amendment indicates that the state's Franchise Investment Protection Act may supersede the franchise agreement in areas of termination and renewal. The Rhode Island amendment specifies that any provision restricting jurisdiction or venue to a forum outside of Rhode Island or requiring the application of other state laws is void with respect to claims enforceable under the Rhode Island Franchise Investment Act.
In Maryland, the FDD states that the general release language in the license shall not relieve IHG or any other person from liability imposed by the laws concerning franchising in the State of Maryland. Furthermore, any statement, questionnaire, or acknowledgment in the License Agreement that is not permitted under the Interpretive Opinion issued by the State of Maryland Office of the Attorney General Securities Division is deleted in its entirety and shall have no force or effect. These state-specific amendments collectively ensure that Even Hotels franchisees are protected by their local state laws, even if the franchise agreement contains conflicting terms.
Prospective franchisees should carefully review the specific amendment for their state (if applicable) and consult with an attorney to fully understand their rights and protections under state law. Franchisees should also inquire with Even Hotels about any other state-specific regulations or court decisions that may impact the enforcement of the franchise agreement.