Does The Standardx agreement allow for amendments to the Franchise Agreement?
The_Standardx Franchise · 2025 FDDAnswer from 2025 FDD Document
WHEREAS, simultaneously herewith, Franchisee is entering into a Brand Hotel Franchise Agreement (as amended, modified or amended and restated from time to time, the "Franchise Agreement") with Hyatt with respect to the Hotel;
not limited to Franchisee's payment of any liquidated damages that become due and payable pursuant to the Franchise Agreement as and when required pursuant to the Franchise Agreement, and (ii) Franchisee's performance of each and every provision in the Franchise Agreement (including any amendments or modifications of the Franchise Agreement), including, without limitation: (a) obligations to take or refrain from taking specific actions or to engage or refrain from engaging in specific activities, including, without limitation, the confidentiality and transfer requirements and the prohibitions with respect to Competing Brand Owners; and (b) the arbitration requirements and other enforcement provisions in ARTICLE XIV and ARTICLE XVIII of the Franchise Agreement.
Subject to Hyatt's right to modify the Hotel System, System Standards, System Services and System Services Charges (including the methods of allocating costs for System Services), from time to time, this Agreement may not be modified except by a written agreement signed by both Hyatt's and Franchisee's duly-authorized officers. The Preliminary Statement and Exhibits, the attached PIP (if applicable), any state-specific Rider to this Agreement signed by Hyatt and Franchisee at the same time as this Agreement, and the Franchise Application that Franchisee (or its Owner or Affiliate) submitted to Hyatt relating to the Hotel, are a part of this Agreement, which constitutes Hyatt's and Franchisee's entire agreement, and there are no other oral or written understandings or agreements between Hyatt and Franchisee, and no other oral or written representations by Hyatt, relating to the subject matter of this Agreement, the franchise relationship, or the Hotel (any
understandings or agreements reached, or any representations made, before this Agreement are superseded by this Agreement). Franchisee may not rely on any alleged oral or written understandings, agreements, or representations not contained in this Agreement. Notwithstanding the foregoing, nothing in this Agreement or any related agreement shall disclaim or require Franchisee to waive reliance on any representation that Hyatt made in the most recent franchise disclosure document (including its exhibits and amendments) that Hyatt delivered to Franchisee or its representative.
Source: Item 18 — OTHER INCOME (LOSS), NET (FDD pages 187–399)
What This Means (2025 FDD)
Yes, according to The Standardx's 2025 Franchise Disclosure Document, the Franchise Agreement can be amended. Specifically, the document states that the Franchise Agreement, including any amendments or modifications, is part of the agreement between the guarantor and The Standardx. Additionally, the document specifies that the Franchise Agreement may not be modified except by a written agreement signed by both The Standardx's and the franchisee's duly-authorized officers, subject to The Standardx's right to modify the Hotel System, System Standards, System Services and System Services Charges.
This indicates that while the initial agreement is comprehensive, The Standardx acknowledges the possibility of changes over time. For a prospective franchisee, this means that the terms of the franchise can be altered after the initial signing, but only through a formal, written amendment process. This provides a degree of flexibility but also necessitates careful review of any proposed amendments to understand their impact.
The requirement for a written agreement signed by both parties' authorized officers ensures that amendments are not made unilaterally or informally. However, franchisees should pay close attention to The Standardx's right to modify the Hotel System, System Standards, System Services, and System Services Charges, as these modifications do not require a formal amendment signed by the franchisee. Franchisees should seek legal counsel to fully understand their rights and obligations regarding potential amendments and modifications to the Franchise Agreement.
Furthermore, the document emphasizes that the entire agreement between The Standardx and the franchisee is contained within the written Franchise Agreement, its exhibits, and any state-specific riders. This means that any promises or representations made outside of these documents are not binding, protecting both parties from misunderstandings or reliance on undocumented claims. However, this does not disclaim or require Franchisee to waive reliance on any representation that Hyatt made in the most recent franchise disclosure document (including its exhibits and amendments) that Hyatt delivered to Franchisee or its representative.