What specific laws are Even Hotels franchisees required to comply with under the agreement?
Even_Hotels Franchise · 2025 FDDAnswer from 2025 FDD Document
e License does not constitute "reasonable cause," as that term may be defined in the Virginia Code, that provision may not be enforceable.
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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: | Virginia Amendment |
| Jenny Tidwell | |
| Vice President | |
| Franchise Licensing and Compliance |
Amendment To The Holiday Hospitality Franchising, LLC Even Hotels License Agreement Pursuant To The Washington Franchise Investment Protection 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 Washington:
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- If any of the provisions in the franchise disclosure document or license agreement are inconsistent with the relationship provisions of RCW 19.100.180 or other requirements of the Washington Franchise Investment Protection Act, the provisions of the Act will prevail over the inconsistent provisions of the franchise disclosure document and license agreement with regard to any license sold in Washington.
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- Nothing in the License shall prevent the licensee from bringing an action in Washington courts to the extent that such actions are provided for under the Washington Franchise Investment Protection Act.
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- A release or waiver of rights executed by a Franchisee will not include rights under the Washington Franchise Protection Act or any rule or order thereunder except when executed pursuant to a negotiated settlement after the license agreement is in effect and where the parties are represented by independent counsel. Provisions such as those which unreasonably restrict or limit the statute of limitations period for claims under the Act, and rights or remedies under the Act such as a right to a jury trial, may not be enforceable.
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- The state of Washington has a statute, RCW 19.100.180 which may supersede the Franchise Agreement in your relationship with the Franchisor including the areas of termination and renewal of your license. There may also be court decisions which may supersede the Franchise Agreement in your relationship with the Franchisor including the areas of termination and renewal of your license.
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- In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, Chapter 19.100 RCW may prevail.
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- The Licensor will have no obligation upon the termination of the License Agreement to offer the Franchisee a continued right to operate its Even Business, and the Franchisee may be required at that time to stop operating its hotel as an Even Hotel and to comply with all posttermination obligations.
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- Pursuant to RCW 49.62.020, a noncompetition covenant is void and unenforceable against an employee, including an employee of a licensee, unless the employee's earnings from the party seeking enforcement, when annualized, exceed $100,000 per year (an amount that will be adjusted annually for inflation). In addition, a noncompetition covenant is void and unenforceable against an independent contractor of a licensee under RCW 49.62.030 unless the independent contractor's earnings from the party seeking enforcement, when annualized, exceed $250,000 per year (an amount that will be adjusted annually for inflation). As a result, any provisions contained in the license agreement or elsewhere that conflict with these limitations are void and unenforceable in Washington.
- RCW 49.62.060 prohibits a licensor from restricting, restraining, or prohibiting a licensee from (i) soliciting or hiring any employee of a licensee of the same licensor or (ii) soliciting or hiring any employee of the licensor. As a result, any such provisions contained in the license agreement or elsewhere are void and unenforceable in Washington.
| 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 |
EXHIBIT C-1
EXHIBIT D
AGENTS FOR SERVICE OF PROCESS
CALIFORNIA
California Commissioner Of The Department Of Financial Protection and Innovation 320 West 4th Street, Suite 750 Los Angeles, California 90013-2344 (866) 275-2677
CT Corporation System 818 West 7th Street Suite 1004 Los Angeles, California 90017
HAWAII
Commissioner of Securities of the State of Hawaii Department of Commerce and Consumer Affairs Business Registration Division Securities Compliance Branch 335 Merchant Street, Room 203 Honolulu, Hawaii 96813 (808) 586-2722
INDIANA
Indiana Secretary of State 201 State House 200 West Washington Street Indianapolis, Indiana 46204 (317) 232-6531
ILLINOIS
Attorney General of the State of Illinois 500 South Second Street Springfield, Illinois 62706 (217) 782-4465
MARYLAND
Maryland Securities Commissioner 200 St. Paul Place Baltimore, Maryland 21202-2020 (410) 576-6360
MICHIGAN
Michigan Department of Commerce Corporations and Securities Bureau 670 Williams Building 525 W. Ottawa Street Lansing, Michigan 48913
MINNESOTA
Commissioner of Securities Department of Commerce 85 7th Place East Suite 280 St. Paul, Minnesota 55101-2198
NEW YORK
New York Department of State One Commerce Plaza, 99 Washington Avenue, 6th Floor Albany, NY 12231 (518) 473-2492
NORTH DAKOTA
Securities Commissioner, State of North Dakota 600 East Boulevard, Fifth Floor Bismarck, North Dakota 58505
RHODE ISLAND
Director of Department of Business Regulation 1511 Pontiac Avenue John O. Pastore Complex – Building 69-1 Cranston, Rhode Island 02920
SOUTH DAKOTA
Department of Labor and Regulation Division of Insurance Securities Regulation 124 S Euclid, Suite 104 Pierre SD 57501 (605) 773-3563
VIRGINIA
Clerk of the State Corporation Commission 1300 East Main Street Richmond, Virginia 23219 (804-371-9051)
WASHINGTON
Director of the Securities Division Department of Financial Institutions 150 Israel Rd. SW Tumwater, WA 98501 (360) 902-8760
WISCONSIN
Commissioner of Securities 201 W. Washington Avenue – Third Fl. Madison, Wisconsin 53703
EXHIBIT D-1
EXHIBIT E
STATE FRANCHISE ADMINISTRATORS
CALIFORNIA
California Commissioner Of The Department Of Financial Protection and Innovation 320 West 4th Street, Suite 750 Los Angeles, California 90013-2344
HAWAII
Commissioner of Securities of the State of Hawaii Dept. of Commerce and Consumer Affairs Business Registration Division Securities Compliance Branch 335 Merchant Street, Room 203 Honolulu, Hawaii 96813
ILLINOIS
Franchise Division Office of Attorney General State of Illinois 500 South Second Street Springfield, Illinois 62706
INDIANA
Franchise Section Indiana Securities Commission 302 West Washington Street, Room E-111 Indianapolis, Indiana 46204
MARYLAND
Maryland Division of Securities Office of the Attorney General 200 St. Paul Place Baltimore, Maryland 21202-2020
MICHIGAN
Consumer Protection Division Antitrust and Franchise Unit Michigan Department of Attorney General 670 Williams Building 525 W. Ottawa Street Lansing, Michigan 48913
MINNESOTA
Minnesota Department of Commerce Securities-Franchise Registration 85 7th Place East, Suite 280 St. Paul, Minnesota 55101-2198
NEW YORK
NYS Department of Law Investor Protection Bureau 28 Liberty St. 21st Fl. New York, New York 10005
NORTH DAKOTA
North Dakota Securities Department 600 East Boulevard, Fifth Floor Bismarck, North Dakota 58505
RHODE ISLAND
Division of Securities 1511 Pontiac Avenue John O. Pastore Complex – Building 69-1 Cranston, Rhode Island 02920
SOUTH DAKOTA
Department of Labor and Regulation Division of Insurance Securities Regulation 124 S Euclid, Suite 104 Pierre SD 57501 (605) 773-3563
VIRGINIA
State Corporation Commission Division of Securities and Retail Franchising 1300 East Main Street, 9th Floor Richmond, Virginia 23219
WASHINGTON
Securities Division Department of Financial Institutions 150 Israel Rd. SW Tumwater, WA 98501 (360) 902-8760
WISCONSIN
Securities and Franchise Registration Wisconsin Securities Commission 201 W. Washington Avenue – Third Fl. Madison, Wisconsin 53703
EXHIBIT E1-1
EXHIBIT E1 LIST OF FRANCHISEES OPERATING AS OF DECEMBER 31, 2024
| Risk-free interest rate | - | 1.3% |
|---|---|---|
| Volatility(i) | - | 35% to 45% |
| Term (years) | 1.5 | 3.0 |
EXHIBIT E2-1
The following franchisees have had an outlet terminated, canceled, not renewed or otherwise voluntarily or involuntarily ceased to do business under the License as of December 31, 2024, or who have not communicated with Holiday within 10 weeks of the applicaton date. If you buy this fanchise, your contact information may be disclosed to other buyers when you leave the franchisor system.
None.
Between December 31, 2024 and April 1, 2025, the following franchisees have had an outlet terminated, canceled, not renewed or otherwise voluntarily or involuntarily ceased to do business under the License, or who have not communicated with Holiday within 10 weeks of the application date.
None.
EXHIBIT F1-1
F INANCIAL S TATEMENTS
Holiday Hospitality Franchising, LLC Years Ended December 31, 2024, 2023 and 2022 With Report of Independent Auditors
Financial Statements
Years Ended December 31, 2024, 2023 and 2022
Contents
| Report of Independent Auditors | 1 |
|---|---|
| Financial Statements | |
| Balance Sheets | |
| Statements of Operations | |
| Statements of Member's Equity | |
| Statements of Cash Flows | |
| Notes to Financial Statements |
Report of Independent Auditors
To the Management of Holiday Hospitality Franchising, LLC
Opinion
We have audited the accompanying financial statements of Holiday Hospitality Franchising, LLC (the "Company"), which comprise the balance sheets as of December 31, 2024 and 2023, and the related statements of operations, of member's equity and of cash flows for each of the three years in the period ended December 31, 2024, including the related notes (collectively referred to as the "financial statements").
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 in accordance with accounting principles generally accepted in the United States of America.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in the United States of America (US GAAS). Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern for one year after the date the financial statements are available to be issued.
Auditors' Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with US GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.
Source: Item 23 — RECEIPTS (FDD pages 99–438)
What This Means (2025 FDD)
According to the 2025 Even Hotels Franchise Disclosure Document, franchisees must comply with specific state laws, which can supersede the standard franchise agreement. For franchisees in Washington, the Washington Franchise Investment Protection Act (RCW 19.100.180) takes precedence if any provisions in the franchise agreement are inconsistent with it. This act also allows franchisees to bring actions in Washington courts and protects their rights under the Act, preventing waivers except in negotiated settlements with independent counsel. Additionally, RCW 49.62.020 and RCW 49.62.030 address the enforceability of noncompetition covenants for employees and independent contractors, respectively, based on their earnings, and RCW 49.62.060 prohibits restrictions on soliciting or hiring employees of other franchisees or the franchisor.
For Even Hotels franchisees in California, compliance extends to California Business and Professions Code Sections 20000 through 20043, which concern termination or non-renewal of a license, and California Civil Code Section 1671 regarding liquidated damages clauses. The agreement's requirement for applying Georgia laws may not be enforceable under California law, as per 5050.23 Sec. 310.114.1(c)(5)(B)(v). Furthermore, franchisors cannot modify the franchise agreement or require general releases in exchange for assistance during declared state or federal emergencies.
In Maryland, franchisees must adhere to the U.S. Bankruptcy Code (11 U.S.C.A. Sec. 101 et seq.) concerning the enforceability of certain provisions, and the general release language in the license does not relieve IHG from liabilities imposed by Maryland franchise laws. Franchisees must also bring claims under Maryland Franchise Registration and Disclosure Laws within three years of the license grant. Additionally, compliance with the Interpretive Opinion issued by the Maryland Office of the Attorney General Securities Division is required, ensuring that no statement waives claims under state franchise law or disclaims reliance on franchisor statements.
For franchisees in North Dakota, the laws of North Dakota supersede any conflicting provisions in the license or Georgia law. Liquidated damages and termination penalty provisions are deleted to the extent prohibited by North Dakota law, and the general release language does not relieve IHG from liabilities imposed by North Dakota franchise laws. Any provision designating jurisdiction or venue outside of North Dakota is also deleted. In Rhode Island, franchisees must comply with Section 19-28.14 of the Rhode Island Franchise Investment Act, which voids provisions restricting jurisdiction or venue to a forum outside the state or requiring the application of other states' laws. Finally, in Virginia, franchisees are protected by Virginia Code Sections 13.1-557-574-13.1-564, which make it unlawful for a franchisor to cancel a franchise without reasonable cause or use undue influence to induce a franchisee to surrender any right given to it by any provision contained in the franchise.