Can Sonesta Select Sonesta Essential demand exact compliance with every term of the franchise agreement?
Sonesta_Select_Sonesta_Essential Franchise · 2025 FDDAnswer from 2025 FDD Document
B. Waiver of Obligations. We and you may by written instrument unilaterally waive or reduce any obligation of or restriction upon the other under this Agreement, effective upon delivery of written notice to the other or another effective date stated in the notice of waiver. Any waiver granted will be without prejudice to any other rights we or you have, will be subject to continuing review, and may be revoked at any time and for any reason effective upon delivery of 10 days' prior written notice. We and you will not waive or impair any right, power, or option this Agreement reserves (including our right to demand exact compliance with every term, condition, and covenant or to declare any breach to be a default and to terminate this Agreement before its term expires) because of any custom or practice at variance with this Agreement's terms; our or your failure, refusal, or neglect to exercise any right under this Agreement or to insist upon the other's compliance with this Agreement, including any Brand Standard; our waiver of or failure to exercise any right, power, or option, whether of the same, similar, or different nature, with other Brand Hotels; the existence of franchise agreements for other Brand Hotels which contain provisions different from those contained in this Agreement; or our acceptance of any payments due from you after any breach of this Agreement. No special or restrictive legend or endorsement on any check or similar item given to us will be a waiver, compromise, settlement, or accord and satisfaction. We are authorized to remove any legend or endorsement, which then will have no effect.
Source: Item 22 — CONTRACTS (FDD page 84)
What This Means (2025 FDD)
According to Sonesta Select Sonesta Essential's 2025 Franchise Disclosure Document, Sonesta Select Sonesta Essential retains the right to demand strict adherence to all stipulations outlined in the franchise agreement. However, Sonesta Select Sonesta Essential has the option to issue a written waiver, reducing or eliminating any obligation or restriction imposed on the franchisee. This waiver becomes effective upon delivery of written notice or on another date specified in the waiver notice.
Any waiver granted by Sonesta Select Sonesta Essential is subject to ongoing review and can be revoked at any time, for any reason, with just 10 days' prior written notice. This ensures that Sonesta Select Sonesta Essential maintains control over brand standards and compliance. The FDD emphasizes that Sonesta Select Sonesta Essential's rights under the agreement, including the right to demand exact compliance or declare a breach, are not waived due to customs, practices, failure to exercise rights, or the existence of different provisions in other franchise agreements.
This clause protects Sonesta Select Sonesta Essential from inadvertently relinquishing its rights through inconsistent enforcement or acceptance of non-compliant behavior. Furthermore, any special endorsements on checks or payments from the franchisee do not constitute a waiver or settlement. Sonesta Select Sonesta Essential is authorized to remove such endorsements, rendering them ineffective. This provision aims to ensure that all franchisees operate according to the standards and specifications detailed in the franchise agreement, maintaining uniformity and quality across all Sonesta Select Sonesta Essential locations.