What are the potential consequences for a franchisee who violates the restrictions on their territory as described in Item 12, considering The Standardx's right to litigate as described in Item 3?
The_Standardx Franchise · 2025 FDDAnswer from 2025 FDD Document
Except for the limited exclusivity described above, your rights under the Franchise Agreement are nonexclusive in all respects, the Hotel has no territorial protection whatsoever, and we and our affiliates have the right without restriction to engage in all activities we and they desire (including concerning all types of lodging facilities) at any time and place, whether or not using the Proprietary Marks or any aspect of the Hotel System, and whether or not those activities compete with your Hotel. We and our affiliates may use or benefit from, among other things, common computer systems, administrative systems, reservation systems, purchasing systems, and
personnel and may provide some or all of the System Services to other Hyatt Network Hotels and other hotels, lodging facilities and other businesses, even if they compete with the Hotel. You will have no right to pursue any claims, demands, or damages as a result of these activities, whether under breach of contract, unfair competition, implied covenant of good faith and fair dealing, divided loyalty, or other theories.
Upon Franchisee's failure to remedy any default or failure to comply with this Agreement specified in any written notice issued to Franchisee under Section 15.1 (following any cure period specified for such default or failure in Section 15.1) or Section 15.2, Hyatt has the right, until Franchisee remedies such default or failure to Hyatt's satisfaction, to (a) suspend Franchisee's right to use, and Franchisee's access to, the CRS, the GDS and ADS, and/or other System Services; (b) remove the Hotel from Hyatt's advertising publications and programs and/or remove the Hotel's webpage from the Hotel System Website; (c) suspend or terminate any temporary or other fee reductions to which Hyatt might have agreed in this Agreement or any amendment(s) to this Agreement; and/or (d) refuse to provide any operational support that this Agreement otherwise requires.
(h) Franchisee (or any of its Owners) knowingly makes any unauthorized use or disclosure of any part of the System Standards or any other Confidential Information;
(i) Franchisee violates any law, ordinance, or regulation and does not begin to cure the violation immediately after receiving notice from Hyatt or any other party and to complete the cure as soon as is reasonably practicable or within the timeframe allowed by law, whichever is shorter;
(j) Franchisee (1) fails on three (3) or more separate occasions within any twelve (12) consecutive month period to comply with this Agreement, whether the failures
relate to the same or different obligations under this Agreement and whether or not Hyatt provides formal written notice to Franchisee of or Franchisee corrects the failures; or (2) fails on two (2) or more separate occasions within any six (6) consecutive month period to comply with the same obligation under this Agreement, whether or not Hyatt provides formal written notice to Franchisee of or Franchisee corrects the failures;
| Obligation | Section in agreement |
|---|---|
| a. Site selection and | 1.1, 2.5 and 2.6 of Franchise |
| acquisition/lease | Agreement |
| Obligation | Section |
| in agreement | |
| b. Pre-opening purchases/leases | 2.1, 2.2, 2.5, 2.7, 3.3, 4.3, 4.4, 5.1, Article 9 and Exhibit B-1 of Franchise Agreement |
| c. Site development and other pre-opening requirements | 2.1 to 2.4 and Exhibit B-3 of Franchise Agreement; Revenue Management Services Program Schedule |
| d. Initial and ongoing training | 3.1, 3.4, 4.2 and 12.4 of Franchise Agreement |
| e. Opening | 2.5 of Franchise Agreement |
| f. Fees | 2.2, 2.5, 3.1, 3.3, 3.4, 4.1, 4.2, 4.4, 4.8, 5.3, 7.5, 8.3, 12.4, 12.8, 13.2, 14.4, 16.1, 16.2 and 16.5 and Articles 3, 6, 9 and 10 and Exhibit B-1 of Franchise Agreement; Franchise Application; 7 of Confidentiality Agreement; Schedules to Central Services Agreement |
| g. Compliance with standards and policies/operating manual | 2.1 to 2.3, 2.6, 3.2, 3.3, 5.1, 5.3, 5.4, 7.4 and 11.2 and Article 4 of Franchise Agreement; Management Company Rider |
| h. Trademarks and proprietary information | 3.2, 5.3 and 16.1 and Article 11 of Franchise Agreement; Confidentiality Agreement; Management Company Rider; 6 of Central Services Agreement |
| i. Restrictions on | 4.1, 4.3, 4.4, 4.5 and 4.6 of Franchise |
| products/services offered | Agreement |
| j. Warranty and customer | 4.3 and 4.5 of Franchise Agreement |
| service requirements | |
| k. Territorial development and | Not applicable |
| sales quotas | |
| l. Ongoing product/service purchases | 3.2, 3.3, 4.1, 4.3, 4.4, 4.5, and 4.6 of Franchise Agreement; Schedules to Central Services Agreement |
| m. Maintenance, appearance and remodeling requirements | 3.2, 4.3, 4.4, 4.6, 4.7, 4.8 and 10.2 of Franchise Agreement |
| n. Insurance | Article 9 of Franchise Agreement; 8 of Central Services Agreement |
| o. Advertising | 4.1, 4.3, 4.5 and Article 5 of Franchise Agreement |
| p. Indemnification | 2.5 and 8.3 of Franchise Agreement; 7 of Confidentiality Agreement; 9 of Central Services Agreement |
| q. Owner’s participation/ management/staffing | 3.1, 3.2, 4.2 and 4.6 of Franchise Agreement; Management Company Rider; Revenue Management Services Program Schedule |
| r. Records and reports | 4.3 and 4.7 and Article 7 of Franchise Agreement |
| s. Inspections and audits | 4.3, 4.8, 7.4 and 7.5 of Franchise Agreement |
| t. Transfer | 12.2 to 12.9 of Franchise Agreement and 8(e) of Confidentiality Agreement; 13 of Central Services Agreement |
| u. Renewal | Article 13 of Franchise Agreement |
| v. Post-termination obligations | 12.4 and Articles 10, 14 and 16 of Franchise Agreement; 6 and 9 of Central Services Agreement |
| w. Non-competition covenants | 4.2, 4.10 and 4.11 of Franchise Agreement |
| x. Dispute resolution | Article 14 of Franchise Agreement; 8 of Confidentiality Agreement; 11 of Central Services Agreement |
| y. Honoring guest room rates | 3.3 and 4.5 of Franchise Agreement |
| z. Guarantor Monetary | 12.1 of Franchise Agreement and |
| Threshold | Guaranty |
| aa. Right of first offer | Exhibit C of Franchise Agreement |
What This Means (2025 FDD)
Based on the 2025 Franchise Disclosure Document, The Standardx franchisees have limited territorial protection. Item 12 states that the franchisee's rights under the Franchise Agreement are nonexclusive, and the Hotel has no territorial protection. The Standardx and its affiliates have the right to engage in any activities they desire at any time and place, even if those activities compete with the franchisee's Hotel. This includes activities concerning all types of lodging facilities, whether or not using The Standardx's Proprietary Marks or any aspect of the Hotel System.
According to Item 18, if a franchisee fails to remedy any default or failure to comply with the Franchise Agreement specified in any written notice, The Standardx has the right to suspend the franchisee's right to use, and the franchisee's access to, the CRS, the GDS and ADS, and/or other System Services. The Standardx can also remove the Hotel from its advertising publications and programs, remove the Hotel's webpage from the Hotel System Website, suspend or terminate any temporary or other fee reductions, and/or refuse to provide any operational support that the Agreement otherwise requires.
Item 18 also lists several conditions that could lead to termination of the franchise agreement, including if the franchisee knowingly makes any unauthorized use or disclosure of any part of the System Standards or any other Confidential Information, or if the franchisee violates any law, ordinance, or regulation and does not begin to cure the violation immediately after receiving notice from Hyatt or any other party. These terminations can occur if the franchisee fails to comply with the agreement on multiple occasions within a specified time frame.
Item 9 outlines the franchisee's obligations, referencing various sections of the franchise agreement and disclosure document items. These obligations include site selection, pre-opening purchases, site development, training, fees, compliance with standards, trademarks, restrictions on products/services, warranty, territorial development, ongoing purchases, maintenance, insurance, advertising, indemnification, management, records, inspections, transfer, renewal, post-termination obligations, non-competition covenants, dispute resolution, honoring guest room rates and right of first offer. A franchisee should carefully review these obligations and the potential consequences of violating them.