2024 US DOUBLETREE
FRANCHISE DISCLOSURE DOCUMENT
HILTON FRANCHISE HOLDING LLC
a Delaware Limited Liability Company
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102
703-883-1000
www.hiltonworldwide.com
You will establish and operate a hotel business under a Franchise Agreement with us.
The total investment necessary to begin operation of a newly constructed 250-room DoubleTree
hotel, excluding real property, is $30,476,014 to $105,540,605, including up to $522,905 that must
be paid to us or our affiliates. The total investment necessary to begin operation of a newly
constructed 250-room DoubleTree Suites hotel, excluding real estate, is $31,976,014 to
$122,535,555, including up to $522,905 that must be paid to us or our affiliates.
This disclosure document summarizes certain provisions of your franchise agreement and other
information in plain English. Read this disclosure document and all accompanying agreements
carefully. You must receive this disclosure document at least 14 calendar days before you sign a
binding agreement with, or make any payment to, the franchisor or an affiliate in connection with
the proposed franchise sale. Note, however, that no government agency has verified the
information contained in this document.
The terms of your contract will govern your franchise relationship. Don’t rely on the disclosure
document alone to understand your contract. Read all of your contract carefully. Show your
contract and this disclosure document to an advisor, like a lawyer or accountant.
Buying a franchise is a complex investment. The information in this disclosure document can help
you make up your mind. More information on franchising, such as “A Consumer’s Guide to Buying
a Franchise,” which can help you understand how to use this disclosure document, is available
from the Federal Trade Commission. You can contact the FTC at 1-877-FTC-HELP or by writing
to the FTC at 600 Pennsylvania Avenue, NW, Washington, DC 20580. You can also visit the
FTC‘s home page at www.ftc.gov for additional information. Call your state agency or visit your
public library for other sources of information on franchising.
There may also be laws on franchising in your state. Ask your state agencies about them.
Issuance Date: March 30, 2024
2024 US DOUBLETREE
How to Use This Franchise Disclosure Document
Here are some questions you may be asking about buying a franchise and tips on
how to find more information:
QUESTION
WHERE TO FIND INFORMATION
How much can I earn?
Item 19 may give you information about outlet
sales, costs, profits or losses. You should
also try to obtain this information from others,
like current and former franchisees. You can
find their names and contact information in
Item 20 or Exhibits A and B.
How much will I need to
invest?
Items 5 and 6 list fees you will be paying to
the franchisor or at the franchisor’s direction;
Item 7 lists the initial investment to open, and
Item 8 describes the suppliers you must use.
Does the franchisor have the
financial ability to provide
support to my business?
Item 21 or Exhibit C includes financial
statements. Review these statements
carefully.
Is the franchise system
stable, growing, or
shrinking?
Item 20 summarizes the recent history of the
number of company-owned and franchised
outlets.
Will my business be the only
DoubleTree hotel business
in my area?
Item 12 and the “territory” provisions in the
franchise agreement describe whether the
franchisor and other franchisees can compete
with you.
Does the franchisor have a
troubled legal history?
Items 3 and 4 tell you whether the franchisor
or its management have been involved in
material litigation or bankruptcy proceedings.
What’s it like to be a
DoubleTree hotel
franchisee?
Item 20 or Exhibits A and B lists current and
former franchisees. You can contact them to
ask about their experiences.
What else should I know?
These questions are only a few things you
should look for. Review all 23 Items and all
Exhibits in this disclosure document to better
understand this franchise opportunity. See the
table of contents.
2024 US DOUBLETREE
What You Need to Know About Franchising Generally
Continuing responsibility to pay fees. You may have to pay royalties and other
fees even if you are losing money.
Business Model Can Change. The franchise agreement may allow the franchisor
to change its manuals and business model without your consent. These changes
may require you to make additional investments in your franchise business or may
harm your franchise business.
Supplier restriction. You may have to buy or lease items from the franchisor or a
limited group of suppliers the franchisor designates. These items may be more
expensive than similar items you could buy on your own.
Operating restrictions. The franchise agreement may prohibit you from operating
a similar business during the term of the franchise. There are usually other
restrictions. Some examples may include controlling your location, access to
customers, what you sell, how you market, and your hours of operation.
Competition from franchisor. Even if the franchise agreement grants you a
territory, the franchisor may have the right to compete with you in your territory.
Renewal. Your franchise agreement may not permit you to renew. Even if it does,
you may have to sign a new agreement with different terms and conditions in order
to continue to operate your franchise business.
When your franchise ends. The franchise agreement may prohibit you from
operating a similar business after your franchise ends even if you still have
obligations to your landlord or other creditors.
Some States Require Registration
Your state may have a franchise law, or other law, that requires franchisors
to register before offering or selling franchises in the state. Registration does not
mean that the state recommends the franchise or has verified the information in
this document. To find out if your state has a registration requirement, or to contact
your state, use the agency information in Exhibit I.
Your state also may have laws that require special disclosures or
amendments be made to your franchise agreement. If so, you should check the
State Specific Addenda. See the Table of Contents for the location of the State
Specific Addenda.
2024 US DOUBLETREE
Special Risks to Consider About This Franchise
Certain states require that the following risk(s) be highlighted:
1. Out-of-State Dispute Resolution. The franchise agreement requires you to
resolve disputes with the franchisor by mediation, arbitration and/or litigation
only in Virginia, unless the franchisor sues you where the hotel is located. If
the court rejects these venue selections, then suit may be brought in New
York. Out-of-state mediation, arbitration, or litigation may force you to accept
a less favorable settlement for disputes. It may also cost more to mediate or
arbitrate with the franchisor in Virginia or New York than in your own state.
Certain states may require other risks to be highlighted. Check the “State Specific
Addenda” (if any) to see whether your state requires other risks to be highlighted.
2024 US DOUBLETREE
THE FOLLOWING APPLIES ONLY TO TRANSACTIONS GOVERNED BY THE
MICHIGAN FRANCHISE INVESTMENT LAW
THE STATE OF MICHIGAN PROHIBITS CERTAIN UNFAIR PROVISIONS THAT ARE
SOMETIMES IN FRANCHISE DOCUMENTS. IF ANY OF THE FOLLOWING PROVISIONS
ARE IN THESE FRANCHISE DOCUMENTS, THE PROVISIONS ARE VOID AND CANNOT
BE ENFORCED AGAINST YOU.
(a) A prohibition on the right of a franchisee to join an association of franchisees.
(b) A requirement that a franchisee assent to a release, assignment, novation, waiver or estoppel
which deprives a franchisee of rights and protections provided in this act. This shall not preclude
a franchisee, after entering into a Franchise Agreement, from settling any and all claims.
(c) A provision that permits a franchisor to terminate a franchise prior to the expiration of its term
except for good cause. Good cause shall include the failure of the franchisee to comply with any
lawful provision of the Franchise Agreement and to cure such failure after being given written
notice thereof and a reasonable opportunity, which in no event need be more than 30 days, to
cure such failure.
(d) A provision that permits a franchisor to refuse to renew a franchise without fairly compensating
the franchisee by repurchase or other means for the fair market value at the time of expiration
of the franchisee's inventory, supplies, equipment, fixtures and furnishings. Personalized
materials which have no value to the franchisor and inventory, supplies, equipment, fixtures and
furnishings not reasonably required in the conduct of the franchise business are not subject to
compensation. This subsection applies only if (i) the term of the franchise is less than 5 years
and (ii) the franchisee is prohibited by the franchise or other agreement from continuing to
conduct substantially the same business under another trademark, service mark, trade name,
logotype, advertising of other commercial symbol in the same area subsequent to the expiration
of the franchise or the franchisee does not receive at least 6 months advance notice of
Franchisor's intent not to renew the franchise.
(e) A provision that permits the franchisor to refuse to renew a franchise on terms generally
available to other franchisees of the same class or type under similar circumstances. This
section does not require a renewal provision.
(f) A provision requiring that arbitration or litigation be conducted outside this state. This shall not
preclude the franchisee from entering into an agreement, at the time of arbitration, to conduct
arbitration at a location outside this state.
(g) A provision which permits a franchisor to refuse to permit a transfer of ownership of a franchise,
except for good cause. This subdivision does not prevent a franchisor from exercising a right of
first refusal to purchase the franchise. Good cause shall include, but is not limited to:
(i) The failure of the proposed transferee to meet the franchisor's then-current reasonable
qualifications or standards.
(ii) The fact that the proposed transferee is a competitor of the franchisor or subfranchisor.
2024 US DOUBLETREE
(iii) The unwillingness of the proposed transferee to agree in writing to comply with all lawful
obligations.
(iv) The failure of the franchisee or proposed transferee to pay any sums owing to the
franchisor or to cure any default in the Franchise Agreement existing at the time of the
proposed transfer.
(h) A provision that requires the franchisee to resell to the franchisor items that are not uniquely
identified with the franchisor. This subdivision does not prohibit a provision that grants to a
franchisor a right of first refusal to purchase the assets of a franchise on the same terms and
conditions as a bona fide third party willing and able to purchase those assets, nor does this
subdivision prohibit a provision that grants the franchisor the right to acquire the assets of a
franchise for the market or appraised value of such assets if the franchisee has breached the
lawful provisions of the Franchise Agreement and has failed to cure the breach in the manner
provided in subdivision (c).
(i) A provision which permits the franchisor to directly or indirectly convey, assign, or otherwise
transfer its obligations to fulfill contractual obligations to the franchisee unless provision has
been made for providing the required contractual services.
THE FACT THAT THERE IS A NOTICE OF THIS OFFERING ON FILE WITH THE
ATTORNEY GENERAL DOES NOT CONSTITUTE APPROVAL, RECOMMENDATION OR
ENDORSEMENT BY THE ATTORNEY GENERAL.
ANY QUESTIONS REGARDING THIS NOTICE SHOULD BE DIRECTED TO:
OFFICE OF THE ATTORNEY GENERAL
CONSUMER PROTECTION DIVISION, FRANCHISE SECTION
525 W. OTTAWA ST.
G. MENNEN WILLIAMS BUILDING, FIRST FLOOR
LANSING, MICHIGAN 48933
517-373-7117
i 2024 US DOUBLETREE
TABLE OF CONTENTS
Item Page
ITEM 1 THE FRANCHISOR AND ANY PARENTS, PREDECESSORS AND AFFILIATES ..................... 1
ITEM 2 BUSINESS EXPERIENCE ............................................................................................................ 9
ITEM 3 LITIGATION ................................................................................................................................ 12
ITEM 4 BANKRUPTCY ............................................................................................................................ 16
ITEM 5 INITIAL FEES .............................................................................................................................. 16
ITEM 6 OTHER FEES ............................................................................................................................. 21
ITEM 7 ESTIMATED INITIAL INVESTMENT .......................................................................................... 33
ITEM 8 RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES ......................................... 38
ITEM 9 FRANCHISEE’S OBLIGATIONS ................................................................................................ 45
ITEM 10 FINANCING ................................................................................................................................. 47
ITEM 11 LICENSOR'S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS AND TRAINING ........ 48
ITEM 12 TERRITORY ................................................................................................................................ 63
ITEM 13 TRADEMARKS ........................................................................................................................... 66
ITEM 14 PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION ............................................ 68
ITEM 15 OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE FRANCHISE
BUSINESS .................................................................................................................................. 70
ITEM 16 RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL .................................................... 72
ITEM 17 RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION ................................ 74
ITEM 18 PUBLIC FIGURES ...................................................................................................................... 84
ITEM 19 FINANCIAL PERFORMANCE REPRESENTATIONS ................................................................ 84
ITEM 20 OUTLETS AND FRANCHISEE INFORMATION ........................................................................ 88
ITEM 21 FINANCIAL STATEMENTS ........................................................................................................ 94
ITEM 22 CONTRACTS .............................................................................................................................. 94
ITEM 23 RECEIPTS .................................................................................................................................. 94
ii 2024 US DOUBLETREE
TABLE OF EXHIBITS
Exhibit A List of Franchised Hotels as of December 31, 2023
Exhibit B List of Franchised Hotels Terminated, Canceled, Not Renewed or with Changes in Controlling
Interest During 2023
Exhibit C Financial Statements
Exhibit D Franchise Agreement and Addendum
Exhibit D-1 State Addenda to Franchise Agreement
Exhibit D-2 Development Incentive Promissory Note
Exhibit D-3 Eforea Spa Amendment
Exhibit D-4 Restaurant Brand Amendment
Exhibit E Guaranty of Franchise Agreement
Exhibit F Franchise Application
Exhibit G Information Technology System Agreement (HITS Agreement)
Exhibit H - 1 Manual Table of Contents – Brand Standards
Exhibit H - 2 Manual Table of Contents – Eforea Spa Operating Standards
Exhibit H - 3 Manual Table of Contents – Restaurant Brands
Exhibit I State Administrators and Agents for Service of Process
Exhibit J - 1 State Addenda to Disclosure Document
Exhibit J - 2 Restaurant Brands Addendum to Disclosure Document
Exhibit K Lender Comfort Letter Forms
Exhibit L State Effective Date
Exhibit M Receipts
1 2024 US DOUBLETREE
ITEM 1
THE FRANCHISOR AND ANY PARENTS, PREDECESSORS AND AFFILIATES
About the Franchisor, Its Parents and Its Predecessor
To simplify the language in this Disclosure Document, “we” or “us” means Hilton Franchise
Holding LLC, the Franchisor. "You" means the person(s) who signs the franchise agreement –
the “Franchisee.” If you are a business entity, "you" means both the business entity and its
owners. The “Brand” refers to the name or names under which we will license your Hotel. Our
agent for service of process in the states whose franchise laws require us to name an agent for
service is shown on Exhibit I. Capitalized words not defined in this Disclosure Document have the
meaning set forth in the Franchise Agreement.
We are a Delaware limited liability company, formed in September 2007. For purposes of this
franchise offering, we do business under the names "DoubleTree," “DoubleTree by Hilton” and
“DoubleTree Suites by Hilton.” Our principal business address is 7930 Jones Branch Drive, Suite
1100, McLean, Virginia 22102 USA, and our telephone number is 703-883-1000.
We became the franchisor of hotels which operate under the “DoubleTree" or “DoubleTree by
Hilton” (collectively “DoubleTree”) or “DoubleTree Suites by Hilton” (“DoubleTree Suites”) in the
50 states of the United States, its Territories and Possessions and the District of Columbia (“US”)
on March 30, 2015, and in Thailand on October 30, 2020.
Our parent company is Hilton Domestic Operating Company Inc., a Delaware corporation formed
on July 12, 2016 (“Hilton”). Hilton’s parent company is Hilton Worldwide Holdings Inc., a
Delaware corporation formed on March 18, 2010 (NYSE: HLT) (“Hilton Worldwide”). The
principal business address of both companies is 7930 Jones Branch Drive, Suite 1100, McLean,
Virginia 22102 USA.
Hilton became our parent company on January 4, 2017, as the successor to our previous parent
company, Park Hotels & Resorts, Inc. (“Park”). Together, Hilton and Park have conducted a guest
lodging business since 1946. Park was originally called Hilton Hotels Corporation ("HHC") from
May 29, 1946, to December 19, 2009. It changed its name to Hilton Worldwide, Inc. (“HWI”) on
December 20, 2009, and to Park Hotels & Resorts Inc. on June 1, 2016. On January 4, 2017,
Park became an independent company in a spin-off transaction. As a result of that spin-off, nearly
all company-owned hotels were divested with Park. For convenience, all references to “Hilton” in
this Disclosure Document include HHC, HWI, and Park during the relevant time frames for each,
unless otherwise noted.
Our immediate predecessor in offering the DoubleTree Brands in the US was our subsidiary,
Doubletree Franchise LLC, a Delaware limited liability company formed in September 2007
(“DTF”). DTF offered franchises under the DoubleTree Brands in the US from October 2007
through March 2015. DTF’s predecessor was Doubletree Hotel Systems, Inc., an Arizona
corporation incorporated in February 1989 (“DHS”). DHS offered DoubleTree hotel franchises
from February 1989 to October 2007, and DoubleTree Guest Suites franchises from 1995 to
October 2007. DHS offered franchises under the DoubleTree Club Hotel Brand between 1995
and 2005. HHC became the ultimate parent corporation of DHS and its affiliates on December 1,
1999. DHS assigned all of its franchise agreements governing DoubleTree hotels in the US to our
affiliate, HLT Existing Franchise Holding LLC, a Delaware limited liability company, in October
2007. We do not have any predecessor that offered franchises in Thailand.
2 2024 US DOUBLETREE
Our Other Brands
Hilton Worldwide, through its subsidiaries, currently owns the following principal marks and their
related guest lodging systems: Hilton™, Canopy™, Conrad™, Curio™, DoubleTree™,
Embassy™, Hampton™, Hilton Garden Inn™, Home2™, Homewood™, LivSmart Studios by
Hilton
TM
, LXR™, Motto™, Signia by Hilton™, Spark by Hilton™, Tapestry™, Tempo™, Tru™,
Waldorf Astoria™ (the “Hilton Worldwide Brands”). The Hilton Worldwide Brands may utilize name
variations for suites hotels and may use the taglines “by Hilton” or “Collection by Hilton” in some
markets or locations. The Hilton Worldwide Brands may have trademark registrations currently
pending in some markets or locations.
Currently, Hilton Worldwide plans to acquire the Graduate
®
hotel brand including all associated
trademarks and intellectual property assets (the “Graduate brand”) from Graduate IP LLC. As of
the date of this Disclosure Document there are about 36 Graduate brand hotels open or in
development in the US and United Kingdom. When the transaction is completed, Graduate will
become a Hilton Worldwide Brand and we and our affiliates may offer franchises for it in the future.
We have been the franchisor in the US for the Canopy and Curio brand hotels since
October 15, 2014, the Conrad, DoubleTree, Embassy Suites, Hampton Inn/Hampton
Inn & Suites, Hilton, Hilton Garden Inn, Home2 Suites, Homewood Suites, and Waldorf Astoria
brand hotels since March 30, 2015, the Tru brand hotels since December 1, 2015, the Tapestry
brand hotels since December 1, 2016, and the LXR and the Motto brand hotels since
September 14, 2018, the Signia by Hilton brand hotels since March 30, 2019, the Tempo brand
hotels since December 17, 2019, the Spark by Hilton brand hotels since November 2022, and the
LivSmart Studios by Hilton brand hotels (formerly Project H3 by Hilton) since May 2023. We offer
each of these brands under a separate disclosure document (except Conrad, Signia by Hilton,
and Waldorf Astoria, for which we do not currently offer standard franchises).
We also offer eforea spa franchises in the US to franchisees of Tapestry, Curio, DoubleTree,
Embassy Suites and Hilton brand hotels, as an addendum to the hotel franchise agreement under
the disclosure documents for those brands.
We also offer licenses for the restaurant brand concepts identified on Exhibit J-2 under our StiR
Creative Collective program (the “Restaurant Brands”), in the US to franchisees of Canopy by
Hilton, Curio Collection by Hilton, Hilton Hotels and Resorts, Hilton Garden Inn, DoubleTree by
Hilton, Motto by Hilton, Tapestry Collection by Hilton, and Tempo by Hilton as an addendum to
the hotel franchise agreement under the disclosure documents for those brands.
Our predecessors in the offer of these brands in the US include the following entities for the
specified brands:
Predecessor Franchisor Entity
Dates Offered
None
N/A
Conrad Franchise LLC
October 2007 to March 2015
Hilton Inns, Inc.
September 2007 to October 2007
Hilton Worldwide
July 2, 2014 to October 14, 2014
Doubletree Franchise LLC
October 2007 to March 2015
Doubletree Hotel Systems, Inc.
February 1989 to October 2007
Doubletree Franchise LLC
December 2011 to March 2015
Embassy Suites Franchise LLC
December 2011 to March 2015
3 2024 US DOUBLETREE
Predecessor Franchisor Entity
Dates Offered
Hilton Franchise LLC
December 2011 to March 2015
Embassy Suites Franchise LLC
October 2007 to March 2015
Promus Hotels, Inc.
March 1984 to October 2007
Hampton Inns Franchise LLC
October 2007 to March 2015
Promus Hotels, Inc.
March 1983 to October 2007
Hilton Franchise LLC
October 2007 to March 2015
Hilton Inns, Inc.
July 1962 to October 2007
Hilton Garden Inns Franchise
LLC
October 2007 to March 2015
Hilton Inns, Inc.
March 1990 to October 2007
HLT ESP Franchise LLC
January 2009 to March 2015
Homewood Suites Franchise LLC
October 2007 to March 2015
Promus Hotels, Inc.
March 1988 to October 2007
LivSmart Studios
None
N/A
LXR
None
N/A
Motto
None
N/A
None
N/A
None
N/A
Spark
None
N/A
None
N/A
None
N/A
None
N/A
Waldorf Astoria Franchise LLC
October 2007 to March 2015
Hilton Inns, Inc.
January 2007 to October 2007
Our Affiliates and Their Predecessors
Our affiliates may offer franchises for any of the Hilton Worldwide Brands at any time. We currently
have 4 affiliates that offer franchises outside of the US for the brands listed below.
1. Hilton Worldwide Franchising LP, a limited partnership formed on March 12, 2014, under the
laws of England and Wales (“HWF”) offered franchises outside the US from July 1, 2014 to
December 31, 2017, and currently continues to offer franchises in Canada, Russia, and a
limited number of other territories. HWF is the predecessor of HWML, listed below. HWF’s
principal business address is Maple Court, Central Park, Reeds Crescent, Watford,
Hertfordshire WD24 4QQ UK and telephone number +44 207 856 8000. The brands currently
offered by HWF are: Conrad, Curio, DoubleTree, Embassy Suites, Hampton, Hilton, Hilton
Garden Inn, Home2 Suites, Homewood Suites by Hilton and Waldorf Astoria, Canopy (since
first offered on October 15, 2014), Tru (first offered on June 30, 2016), Tapestry (first offered
on December 1, 2016), LXR (first offered on July 1, 2018), Motto (first offered on June 28,
2019), Spark (first offered on April 1, 2023), Tempo (first offered on June 28, 2023), and
LivSmart Studios (first offered on August 1, 2023).
2. Hilton Worldwide Manage Limited, a limited company formed on December 7, 2010, under
the laws of England and Wales (“HWML”) has offered franchises outside the US since January
1, 2018, except in Brazil, Canada, China, Russia, Thailand, and a limited number of other
territories. As noted above, HWF is HWML’s predecessor outside of the US, except in
Canada, China, Russia, and a limited number of other territories. HWML’s principal business
address is Maple Court, Central Park, Reeds Crescent, Watford, Hertfordshire WD24 4QQ
UK and telephone number +44 207 856 8000. The brands currently offered by HWML are
the same as those offered by HWF above.
4 2024 US DOUBLETREE
3. Hilton Hotel Management (Shanghai) Co., Ltd., a limited company formed on September 5,
2008 under the laws of the People’s Republic of China (“WFOE”) has offered franchises in
China since October 29, 2012. WFOE does not have any predecessors that have offered
franchises in China. WFOE has its principal business address at Room 4205, Bund Centre,
222 Yan An Road East, Shanghai, 200002, 021 – 2321 6888. The brands currently offered
by WFOE are: DoubleTree (first offered on October 29, 2012), Hilton (first offered on August
1, 2016), and Hilton Garden Inn (first offered in September 2018).
4. Hilton Brazil Operações e Participações Ltda, formed on December 26, 2016 under the laws
of Brazil (“HBOP”) has offered franchises in Brazil since August 1, 2020. Both HWF and
HWML are HBOP’s predecessors in Brazil. HWF offered franchises in Brazil from July 1,
2014 to December 31, 2017, and HWML offered franchises in Brazil from January 1, 2018 to
July 31, 2020. HBOP’s principal place of business is Av. Das Nacoes Unidas, No. 12.901.
Torre Leste, Andar Intermediario, Sala 01, Brooklin Novo, Sao Paulo, 04578-000 Brazil. The
brands currently offered by HBOP are Curio, LXR, Tapestry, Hampton, Home2, Homewood,
and Motto.
As noted above, HWF is HWML’s predecessor outside of the US, except in Canada, China,
Russia, and a limited number of other territories. HWF’s predecessors for the offer of franchises
outside the US before July 1, 2014, include the following entities at various times for the specified
brands:
Brand Offered
Predecessor International Franchisor Entity
Canopy
None
Conrad
Conrad International
HLT International Conrad Franchise LLC
Hilton International Franchisor Corporation
HPP International Corporation
(f/k/a Conrad International Corporation)
Curio
None
DoubleTree
DoubleTree Suites
Hilton Group plc and designated subsidiaries
Hilton International Franchisor Corporation
Doubletree Hotel Systems, Inc.
Doubletree International Franchise LLC
Embassy Suites
Promus Hotels, Inc.
Hilton Group plc and designated subsidiaries
Hilton International Franchisor Corporation
Embassy Suites International Franchise LLC
Hampton
Hilton International Franchisor Corporation
Hampton Inns International Franchise LLC
Hilton
Hilton Group plc and designated subsidiaries
Hilton International Franchisor Corporation
Hilton International Franchise LLC
Hilton Garden Inn
Hilton Group plc and designated subsidiaries
Hilton International Franchisor Corporation
Hilton Garden Inns International Franchise LLC
Home2 Suites
HLT ESP International Franchisor Corporation
Homewood Suites
Hilton Group plc and designated subsidiaries
Homewood Suites International Franchise LLC
5 2024 US DOUBLETREE
Brand Offered
Predecessor International Franchisor Entity
LivSmart Studios
None
LXR
None
Motto
None
Signia by Hilton
None
Spark
None
Tapestry
None
Tempo
None
Tru
None
Waldorf Astoria
The Waldorf Astoria Collection
Hilton International Franchisor Corporation
HLT International Waldorf=Astoria Franchise LLC
The following wholly owned subsidiaries of Hilton provide products or services to our franchisees:
1. Hilton Reservations Worldwide, L.L.C. d/b/a Hilton Reservations & Customer Care and
successor-in-interest to Hilton Service Corporation ("Reservations Worldwide") will
provide you with its national and international reservation services and systems
("Reservation Service"). Reservations Worldwide provides the Reservation Service to all
System Hotels, U.S. Hilton hotels, Conrad International hotels, and Hilton International
hotels (except where prohibited by law). The principal business address of Reservations
Worldwide is 15305 North Dallas Parkway, Suite 600, Addison, Texas 75001.
2. Hilton Supply Management LLC (“HSM”) seeks to negotiate with manufacturers and
suppliers for the distribution of hotel furniture, furnishings, fixtures, equipment and
supplies, certain food and beverage supplies, and certain hotel services. You may
purchase these items from HSM or such third parties, but you are not obligated to do so
unless you are operating an eforea spa. In this case, you must purchase certain products
and other items from HSM for sale in your spa. If you operate a food and beverage outlet
under one of our Restaurant Brands, you may purchase these items for your food and
beverage outlet from HSM or such third parties but you are not obligated to do so.
3. Hilton Honors Worldwide LLC ("Hilton Honors Worldwide") owns, operates and
administers the Hilton Honors™ guest reward program. You must participate in the
programs of Hilton Honors Worldwide.
4. Hilton Systems Solutions, LLC ("HSS") provides computer hardware, software and
support services for all Hilton’s brands and signs Hilton’s Information Technology System
Agreement (“HITS Agreement”).
Some of our affiliates, also direct and indirect subsidiaries of Hilton Worldwide, own, lease and/or
manage DoubleTree Brand hotels throughout the world. You may be given the opportunity to
have one of our affiliates manage your Hotel under a management agreement to be signed at the
same time as, or after, you sign your Franchise Agreement.
In this Disclosure Document, we may collectively refer to our former affiliated predecessor
franchisor entities as the “former franchising entities.” The principal business address for each of
our affiliates is 7930 Jones Branch Drive, Suite 1100, McLean, Virginia 22102 unless otherwise
noted.
6 2024 US DOUBLETREE
Our Licenses
This Disclosure Document describes our franchise for hotels that will operate in the US under the
DoubleTree Brands. Our affiliates offer franchises for hotels that will operate under the
DoubleTree Brands outside the US under separate disclosure documents.
DoubleTree hotels compete in the market of first-class, full-facility hotels under the primary service
mark "DoubleTree” or “DoubleTree by Hilton,” and cater to businesspersons, families, vacationers
and groups depending on the market and location.
DoubleTree Suites hotels compete in the all-suite market under the primary service mark
“DoubleTree Suites by Hilton” and cater to business travelers and families that desire more space
than a traditional hotel room. A DoubleTree Suites hotel typically includes all of the facilities of a
full-service hotel and features guest suites that generally have a living room, dining area,
bedroom, wet bar or kitchen area, and bath.
Under some circumstances, we may license the “DoubleTree by Hilton” brand for resort
properties. If we do so, the property Brand will be “DoubleTree Resort by Hilton” or “DoubleTree
by Hilton Resort.”
We license the DoubleTree hotel system (“System") consisting of the elements, including know-
how, that we periodically designate to identify hotels operating worldwide under the Brand. The
System is designed to provide distinctive, high-quality lodging service at hotels licensed under
the DoubleTree Brand. The System currently includes the Brand and the Marks; access to the
Reservation Service; advertising, publicity and other marketing programs and materials; training
programs and materials; standards, specifications and policies for construction, furnishing,
operation, appearance and service of the hotel; programs for inspecting your Hotel and consulting
with you; and other elements we refer to in the Franchise Agreement, or the Manual or in other
communications to you. We may add elements to the System or modify, alter or delete elements
of the System.
We franchise the non-exclusive right to use the System in the operation of your Hotel, at a
specified location, under the designated DoubleTree Brand. When we refer to a “DoubleTree
hotel” in this Disclosure Document, we mean hotels licensed under the DoubleTree or DoubleTree
Suites Brands unless we make clear otherwise. You must follow the high standards we have
established as the essence of the System. You will be required to make future investments.
The Franchise Agreement you sign will provide for new development, conversion, change of
ownership, or re-licensing, depending on your situation. These situations are referred to in this
Disclosure Document as "New Development," “Conversion,” "Change of Ownership," and “Re-
licensing,” respectively. New Development refers to new building construction. Conversion refers
to the renovation of an existing building to bring it into compliance with our Brand Standards so
that it may operate as a Brand hotel. Change of Ownership refers to the transfer of ownership or
control of an existing Brand hotel to a new owner. Re-licensing refers to the grant of a new
franchise after the expiration of a prior franchise for the same hotel. Adaptive Reuse is also a
category shown on the Franchise Application. It is a form of Conversion.
We also offer franchises for an eforea spa to be located at the hotel, featuring an exclusive menu
of treatment journeys and innovative design elements, including unique zones that a spa guest
passes through on their treatment journey. If you elect to add an eforea spa to your Hotel, you
must sign the Eforea Spa Amendment to Franchise Agreement (“Spa Amendment”) attached as
7 2024 US DOUBLETREE
Exhibit D-3. If you sign the Spa Amendment, the System will include the eforea spa and all of its
elements and you must comply with the eforea spa Manual. In that case, references in this
Disclosure Document to the Manual will also include the eforea spa Manual. If there is a conflict
between the Manual, and the eforea spa Manual, the eforea spa Manual will control. If you are
operating a spa under a trademark other than eforea, the System will not include the eforea spa
concept, but you still must comply with the System and our requirements related to spas generally,
as found in our Manual. The franchisee of the eforea spa must be the franchisee under the
Franchise Agreement.
We also offer licenses for the Restaurant Brands that may be used in the operation of one or more
restaurant or bar facilities located at your Hotel. We will begin offering these Restaurant Brands
in 2024. We will offer several different Restaurant Brands that reflect different dining concepts, as
detailed on Exhibit J-2. Our Restaurant Brands are optional. You are not required to use any
Restaurant Brand at your Hotel. Each Restaurant Brand features a distinctive brand name and
trademark that conveys a specific identity, concept and theme, and the type of dining experience
for guests, including the type of food and beverages offered, the décor, ambiance, lighting, music,
operating supplies, and service experience. For each Restaurant Brand we will provide the brand
name and trademark, along with a package of support materials that includes menu templates,
design and visual identity guides, and supporting collateral for the concept. We do not specify
required menu items, however, we may specify the types and quality level of the menu items that
you may offer. We do not place any restrictions on your sources of food products or other items
used in the restaurant, however, any sourcing restrictions that apply to restaurants and food and
beverage outlets generally under the Standards apply to the Restaurant Brands as well.
Currently, the Restaurant Brands do not have any quality assurance or training requirements in
addition to or separate from those that exist generally under the Standards, but we may develop
such additional requirements in the future. Our Restaurant Brands are designed to provide a
solution that you can use when your Hotel will have a restaurant or bar facility and the identity,
concept and branding elements have not been established yet. Accordingly, our Restaurant
Brands are intended to fall within the cost estimates for developing a new standard prototype
hotel with a restaurant or bar facility as outlined in this Disclosure Document (as part of either a
New Development or a Conversion), other than the fees shown in Items 5 and 6.
If you elect to add Restaurant Brand to your Hotel, you must sign the Restaurant Brand
Amendment to Franchise Agreement (“Restaurant Brand Amendment”) attached as Exhibit D-4.
If you sign the Restaurant Brand Amendment, the System will include the Restaurant Brand and
all of its elements and you must comply with the Restaurant Brand Guidelines. In that case, all
references in this Disclosure Document to the Standards or the Manual will also include the
Restaurant Brand Guidelines. If there is a conflict between the Manual and the Restaurant Brand
Guidelines, the Restaurant Brand Guidelines will control. If you are operating a restaurant or bar
under a trademark other than a Restaurant Brand, the System will not include the Restaurant
Brand, but you still must comply with the System and our requirements related to restaurants and
other food and beverage outlets generally, as found in the Manual. The franchisee of the
Restaurant Brand must be the franchisee under the Franchise Agreement.
Except for the licenses described above, we, our parents, affiliates and predecessors have not
offered licenses or franchises for this or any other type of business.
The Market and Competition
DoubleTree hotels compete in the upscale hotel market segment and cater to business travelers,
families, vacationers and groups depending on the market and location. The market for your
8 2024 US DOUBLETREE
services will depend on your property's location, size and its type of operation, including whether
it is a resort, conference center, or hotel for frequent business travelers, among other things. Our
franchisees seek customers and business referrals from the local community and typically solicit
business from conventions, and tour and travel groups, on a regional and national level. If you
are operating an eforea spa or a Restaurant Brand, you will market your products and services to
patrons of the hotel and the local community.
In general, you will compete with national hotel and motel chains and independently operated
local hotels and restaurants offering similar types of hotel rooms and food and beverage services
to the same clientele. In addition, a DoubleTree Suites hotel will compete with other national and
regional hotel chains and local facilities primarily offering all-suite accommodations. Due to their
limited meeting facilities, DoubleTree Suites hotels do not compete with other hotels for
convention trade. The convention and meeting facilities of a DoubleTree hotel will compete with
national and independent hotels and convention centers and their restaurants in its own and other
regions. If you are operating an eforea spa, you will compete with other spa concepts, wellness
centers, and other parties offering the same or similar services. This would include salons that
offer many of the services your spa will offer and individuals and businesses that provide certain
of the services you offer, such as massage therapists.
We and our affiliates engage in a wide range of business activities in lodging and related services,
both directly and through the activities of our and their parents and affiliates. Some of these
activities may be competitive with your Hotel and the System. We and/or our affiliates may own,
operate, franchise, license, acquire, create or establish, or serve as franchisee or licensee for,
competitive guest lodging facilities or networks anywhere, including within any Restricted Area,
under any brands or marks (but not, within any Restricted Area under the Brand or mark
“DoubleTree”). We and/or our affiliates may also furnish services, products, advice and support
to guest lodging facilities, networks, properties or concepts located anywhere, including within
any Restricted Area, in any manner that we or our affiliates determine. We and/or any of our
affiliates may be sold to or otherwise acquired by an existing competitor or newly formed entity
which itself has established or may establish competitive guest lodging facilities located anywhere
(provided that any Restricted Area protections will be observed). Further, we and/or our affiliates
may purchase, merge, acquire, or affiliate in any other way with any franchised or non-franchised
network or chain of guest lodging facilities or any other business operating guest lodging facilities
regardless of the location of that network, chain or other business’s facilities, including within any
Restricted Area, and that we may operate, franchise or license those other facilities under any
brands or marks anywhere regardless of the location of those businesses and/or facilities. There
is no mechanism for resolving any conflicts that may arise between your Hotel and other hotels
described in this paragraph.
Laws, Rules and Regulations
Your hotel business must conform to innkeeper liability laws, laws and regulations regarding
health and safety, food handling and preparation, menu and labeling laws, alcoholic beverage
control laws and dram shop acts, license, certificate and permit requirements for hotel and
restaurant operation and occupancy, laws regulating the posting of hotel room rates, hotel room
occupancy tax laws, and laws applicable to public accommodations and services such as the
Americans with Disabilities Act (“ADA”). If you are operating an eforea spa, you should be aware
that many states have laws requiring the licensing or certification of spa professionals, such as
cosmetologists, nail technicians, estheticians and massage therapists. Some states also have
laws that restrict the types of services and treatments these professionals can provide under their
specific licenses. In addition, the general business laws, rules and regulations which apply to
9 2024 US DOUBLETREE
hotels in your jurisdiction will affect you. This includes any government orders related to emergent
conditions, such as natural disasters and public health emergencies. You should consult your
lawyer about each of the laws and regulations that apply in your area.
ITEM 2
BUSINESS EXPERIENCE
Below is a list of the directors, principal officers, and other individuals who have management
responsibility for the sale or operation of the franchise offered under this Disclosure Document.
The location of employment for each person is McLean, Virginia unless stated otherwise.
Chief Executive Officer and President: Christopher J. Nassetta
Mr. Nassetta has served as Chief Executive Officer and President of Hilton Worldwide since
September 2013. He has served as Chief Executive Officer and President of Hilton since
December 2007 and was also a Director of Hilton from December 2007 to October 2013. He
served as our Chief Executive Officer and President from October 2013 to January 2015. He
served as Chief Executive Officer and President of the former franchising entities from October
2013 until April 2015.
Chief Financial Officer and Executive Vice President: Kevin J. Jacobs
Mr. Jacobs is Chief Financial Officer and has served as President, Global Development for
Hilton since July 2020. Mr. Jacobs has served as Chief Financial Officer and Executive Vice
President of Hilton Worldwide since September 2013 and has also held those positions with us
since September 2013. He has served as Chief Financial Officer and Executive Vice President of
Hilton since October 2013. Mr. Jacobs served as Chief Financial Officer and Executive Vice
President of the former franchising entities from October 2013 to April 2015. Mr. Jacobs also
served as a Director of Hilton from December 2007 to July 2015.
Executive Vice President, General Counsel: Anne-Marie D’Angelo
Anne-Marie D’Angelo has served as Executive Vice President and General Counsel since
September 15, 2023. She previously served as Chief Legal and Government Affairs Officer of
Molson Coors Beverage Company in Golden, Colorado, from December 2021 to April 2023; as
Executive Vice President, General Counsel and Corporate Secretary for NiSource Inc. in
Merrillville, Indiana, from January 2021 to December 2021; and as Senior Vice President, General
Counsel and Corporate Secretary from September 2019 through January 2021. Before joining
NiSource, she served as General Counsel and Corporate Secretary of Global Brass and Copper
Holdings, Inc. in Schaumburg, Illinois, from November 2017 to August 2019. Before that time
Anne-Marie served as Assistant U.S. General Counsel of McDonald’s Corporation, in Oak Brook,
Illinois, from February 2015 to May 2017, following other leadership roles she held between
October 2004 and February 2015.
President, Global Brands and Commercial Services: Christopher Silcock
Mr. Silcock has served as President, Global Brands and Commercial Services since January
2024. He served as Executive Vice President – Chief Operating Officer, Customer and
Commercial Operations from May 2019 to January 2024. He served as Executive Vice President
– Chief Commercial Officer of Hilton Worldwide and Hilton from September 2015 through April
2019 and as HWML’s Senior Vice President since July 2014. He served as Senior Vice President
Sales & Revenue Management of Hilton Worldwide and Hilton from September 2014 to August
2015.
10 2024 US DOUBLETREE
Global Category Leader Full Service Brands: Gary Steffen
Mr. Steffen has served as Hilton's Global Category Leader of Full Service Brands since June
2020. Mr. Steffen served as Hilton's Vice President and Global Head - Canopy by Hilton from
October 2014 to June 2020. He served as Vice President Brand Management Lifestyle from
June 2014 to October 2014. He served as Hilton’s Vice President of Hilton Brand Performance
Support from 2013 to May 2014, during which he assisted with the launch of Curio Collection by
Hilton.
Senior Vice President and Global Brand Leader – DoubleTree by Hilton & Hilton Grand
Vacations: Shawn McAteer
Mr. McAteer has served as Hilton's Global Brand Leader of DoubleTree by Hilton since January
2018 and Global Leader of Hilton Grand Vacations since June 2020. He previously served as
Hilton's Senior Vice President and Global Head - DoubleTree by Hilton from January 2018 to June
2020. Additionally, he previously served as Vice President - Global Brand Management, Full
Service Brands from July 2014 to January 2018.
Senior Vice President Brand Management, Americas: Dianna Vaughan
Ms. Vaughan has served as Senior Vice President Brand Management, Americas since June
2020. Prior, Ms. Vaughan served as Hilton’s Senior Vice President and Global Head – All Suites
Brands from November 2017 to June 2020. She served as Senior Vice President and Global
Head – DoubleTree by Hilton & Curio Collection by Hilton from January 2016 to November 2017.
Ms. Vaughan served as Hilton’s Global Head – Curio from May 2014 to December 2015.
Vice President and Global Head of Residential Programs: Jonathan Wingo
Mr. Wingo has served as Vice President and Global Head of Residential Programs since
September 2016. He previously served as Director, Residential Development & Operations for
Europe, Africa & the Middle East at Starwood Hotels & Resorts Worldwide, Inc. from October
2012 to September 2016.
Senior Vice President – Development - Americas: William Fortier
Mr. Fortier has served as Hilton’s Senior Vice President – Development – Americas since
October 2007. Mr. Fortier also served as Senior Vice President of the former franchising entities
from October 2007 to April 2015.
Senior Vice President – Development – US and Canada: Matthew G. Wehling
Mr. Wehling has served as Hilton’s Senior Vice President – Development – US and Canada since
January 2015.
Senior Vice President – Development and A&C Latin American & Caribbean: Juan
Corvinos Solans
Mr. Juan Corvinos Solans has served as Senior Vice President Development and A&C Latin
America & Caribbean (CALA) since September 2021. He previously served as Vice President of
Development CALA from September 2017 to September 2021. Before that time, he was
Managing Director of Development CALA from September 2014 to September 2017.
Vice President and Managing Director – Development – Southeast Region:
John Koshivos
Mr. Koshivos has served as Hilton’s Vice President and Managing Director – Development –
Southeast Region since April 2014.
11 2024 US DOUBLETREE
Vice President and Managing Director – Development – Southwest Region:
Patrick Speer
Mr. Speer has served as Hilton’s Vice President & Managing Director Development – Southwest
Region since March 2020. He previously served as Vice President Development – Southwest
Region since September 2017. Mr. Speer served as Sr. Director Development – Southwest
Region since January 2015.
Vice President and Managing Director – Development – Northeast Region/Canada:
Thomas Lorenzo
Mr. Lorenzo has served as Hilton’s Vice President and Managing Director – Development –
Northeast Region/Canada since October 2010.
Vice President and Managing Director – Development – Northwest Region: Lisa Waldron
Ms. Waldron has served as Vice President and Managing Director Development – Northwest
Region since May 2021. Before that time, Ms. Waldron served as Senior Director Development
from January 2004 to April 2021.
Vice President – Management Contract Services and Owner Relations: Dianne Jaskulske
Ms. Jaskulske has served as Hilton’s Vice President–Management Contract Services and Owner
Relations since February 2000.
Vice President & Sr. Counsel Development: John Shults
Mr. Shults has served as Hilton's Vice President & Sr. Counsel Development since February
2020. Mr. Shults has supported the Americas Development and Owner Relations team at Hilton
since February 2016. He previously supported Hilton's Real Estate & Asset Management team in
the Americas from November 2009 until February 2016.
Director, Chairman: Jonathan D. Gray
Jonathan D. Gray has served as Chairman of the Board of Directors of Hilton Worldwide since
March 2010. He is currently President and Chief Operating Officer for The Blackstone Group in
New York, New York, with which he has been associated since 1992.
Director: Douglas M. Steenland
Mr. Steenland has served as a Director of Hilton Worldwide since September 2013. He has been
a Consultant in Washington, DC and Senior Advisor to Blackstone’s Private Equity Group since
2009.
Director: Judith A. McHale
Ms. McHale has served as a Director of Hilton Worldwide since October 2013. She currently
serves on the board of directors of Ralph Lauren Corporation and ViacomCBS, Inc. and previously
served on the board of directors of Sea World Entertainment, Inc. She has served as President
and Chief Executive Officer of Cane Investments LLC in New York, New York since August 2011.
Director: Elizabeth A. Smith
Ms. Smith has served as a director of Hilton Worldwide since December 2013. She has been a
member of the board of directors of Bloomin’ Brands, Inc. since November 2009 and previously
served as its Executive Chairman from April 2019 to February 2020, its Chairman from January
2012 to April 2019, and its Chief Executive Officer from November 2009 to April 2019.
12 2024 US DOUBLETREE
Director: Charlene Begley
Ms. Begley has served as a Director of Hilton Worldwide since April 2017. She has served as a
Director of Nasdaq, Inc. and Red Hat since November 2014, and as a Director of WPP plc since
December 2013.
Director: Melanie L. Healey
Ms. Healey has served as a Director of Hilton Worldwide since September 2017. She served as
Group President of The Procter & Gamble Company from July 2007 to June 2015. She currently
serves as a director on the boards of PPG Industries, Verizon Communications and Target
Corporation.
Director: Raymond E. Mabus, Jr.
Mr. Mabus has served as a Director of Hilton Worldwide since September 2017. He served as
Secretary of the Navy from May 2009 to January 2017.
Director: Chris Carr
Mr. Carr has been a director since August 2020. He has been the Chief Operating Officer of
Sweetgreen, Inc. since May 2020. Previously, Mr. Carr was Executive Vice President and Chief
Procurement Officer of Starbucks Corporation from December 2016 to May 2019, and Executive
Vice President, Americas, from February 2014 to November 2016.
ITEM 3
LITIGATION
Other than the actions described below, there is no litigation that must be disclosed in this Item.
A. PENDING ACTIONS
Ryan Segal v. Amadeus IT Group, S.A., et. al. (N.D. Ill.), Civil No. 1:24-civil-01783 (Class Action).
On March 1, 2024, plaintiff filed a class action lawsuit against Amadeus IT Group, S.A., Amadeus
Hospitality Americas, Inc., and several hotel companies including Hilton Worldwide. Plaintiff
alleges that the defendants violated the Sherman Act by sharing proprietary forward-looking
demand data through a software platform operated by the Amadeus defendants, which resulted
in higher room rates at luxury hotels in certain markets. Hilton Worldwide intends to vigorously
defend its interests in this matter.
Jeanette Portillo, et. al. v. CoStar Group, Inc., et. al. (W.D. Wash.), Civil No. 2:24-cv-00229 (Class
Action).
On February 20, 2024, plaintiffs filed a class action lawsuit against the CoStar Group, Inc. and its
subsidiary STR, Inc., together with several hotel companies including Hilton Worldwide. Plaintiffs
allege that the defendants violated the Sherman Act by exchanging competitive data through
Smith Travel Research (STR), owned by the CoStar and STR defendants, which resulted in
higher room rates at luxury hotels in certain markets. Hilton Worldwide intends to vigorously
defend its interests in this matter.
13 2024 US DOUBLETREE
State of Texas v. Hilton Domestic Operating Company Inc. (District Court of Collin County, Texas,
CAUSE NO. 296-02595-2023).
On May 23, 2023, the plaintiff filed suit against Hilton alleging the violations of the Texas
Deceptive Trade Practices Act in relation to how mandatory guest fees are disclosed to
consumers. Mandatory guest fees are amounts that hotels charge guests for certain amenities
separate and apart from the daily room rate, which may be called by different names such as
resort fees, urban fees, or destination fees. Plaintiff has alleged that Hilton has failed to include
mandatory guest fees in advertisements and disclosures made to consumers during the
telephone booking process, and improperly disclosed these fees only at the end of the online
booking process. Plaintiff has also alleged misrepresentation in instances when hotels have
indicated that mandatory guest fees pay for certain amenities when those amenities are routinely
provided at no cost or bundled in the room rate, and/or when amenities are advertised as free but
are actually covered by the mandatory guest fee. Plaintiff seeks an injunction, restitution for
Texas consumers, civil penalties, and attorneys’ fees and costs. We intend to vigorously defend
our interests in this matter.
Destin Platinum LLC v. Hampton Inns Franchise LLC (Circuit Court of Walton County, Florida,
Filing No. 165392199).
On January 24, 2023, the plaintiff filed suit against our predecessor alleging breach of contract
arising in connection with our termination of plaintiff’s franchise for the Hampton Inn & Suites
Destin/Sandestin Area hotel. We terminated the franchise for uncurable material breaches of the
Franchise Agreement including maintaining false books and records of accounts and making false
reports to us. Plaintiff asserts that we failed to give it an opportunity to cure these uncurable
breaches. Plaintiff has not served this suit on us or our predecessor. If plaintiff serves this suit,
we intend to vigorously defend our interests in this matter.
B. CONCLUDED ACTIONS – INVOLVING OUR PREDECESSOR
None.
C. CONCLUDED ACTIONS – INVOLVING US OR HILTON (F/K/A HHC, HWI, AND
PARK)
State of Nebraska v. Hilton Domestic Operating Company Inc. (District Court of Lancaster County,
Nebraska, Case No. D02CI190002366).
On July 23, 2019, the plaintiff filed suit against Hilton alleging the violations of the Nebraska
Consumer Protection Act and Uniform Deceptive Trade Practices Act in relation to how mandatory
guest fees are disclosed to consumers. Mandatory guest fees are amounts that hotels charge
guests for certain amenities separate and apart from the daily room rate, which may be called by
different names such as resort fees, urban fees, or destination fees. Plaintiff alleged that Hilton
failed to include mandatory guest fees in advertisements and disclosures made to consumers
during the telephone booking process, and improperly disclosed these fees only at the end of the
online booking process. Plaintiff also alleged misrepresentation in instances when hotels
indicated that mandatory guest fees pay for certain amenities when those amenities were
routinely provided at no cost or bundled in the room rate, and/or when amenities were advertised
as free but actually covered by the mandatory guest fee. Plaintiff sought an injunction, restitution
for consumers, civil penalties, and attorneys’ fees and costs. In February 2024, without admitting
14 2024 US DOUBLETREE
any fault, Hilton entered into a settlement agreement with Plaintiff and agreed to pay $300,000
and clearly disclose all mandatory fees and the total price for a booking.
Hilton Franchise Holding LLC v. Portland Hotel Ownership, et al. (Fairfax County Circuit Court,
Case Number, Case Number 2020-14233).
On September 17, 2020, we filed suit against Portland Hotel Ownership, LLC, a former franchisee
of a Curio brand hotel, for breach of contract arising from the early termination of the franchise
agreement. We also filed a breach of promissory note action against the franchisee and Jolaine
Associates, LLC, as co-makers of a development incentive note issued in connection with the
franchise agreement. The defendants counterclaimed on November 10, 2020, for breach of
contract, fraudulent inducement, and other ancillary claims. The defendants contended that we
made false representations as to exclusivity of the brand market and brand market support and
sought $30,000,000 in damages. After the court dismissed several of the defendant’s
counterclaims, in June 2021 the defendant filed an amended counterclaim alleging breach of
contract, breach of the duty of good faith and fair dealing, fraudulent inducement, fraud, and
unlawful practices under New York Franchise Law. On July 28, 2022, the parties settled this case
by agreeing to dismiss all claims and exchange general releases.
San Pedro Inn, LP v. Hilton Franchise Holding LLC (Superior Court of New Jersey Chancery
Division General Equity Part, Union County Docket No. UNN-C- 121 19).
On July 18, 2019, we sent a notice to terminate plaintiff’s franchise for a Hampton hotel for failure
to cure a material breach of the franchise agreement. On August 28, 2019, plaintiff filed a
complaint alleging wrongful termination under the New Jersey Franchise Practices Act. Plaintiff
claimed that we imposed unreasonable Quality Assurance standards and that an inspection was
hindered by plaintiff’s former employee. Plaintiff sought an injunction to stop the termination plus
damages, attorneys’ fees, costs, and other relief. The Court denied the injunction on December
18, 2019, and plaintiff filed a motion for reconsideration. We filed an answer and counterclaim on
January 21, 2020, denying the allegations and asserting claims for liquidated damages, attorneys’
fees, and costs. The parties settled the case on September 25, 2020. The parties agreed to
dismiss all claims, exchange general releases, and terminate the franchise on April 28, 2021
without the payment of any termination damages or litigation costs by either party.
Kathleen Soule v. Hilton Worldwide, Inc. and Doe Defendants 1-50 (Circuit Court, First Circuit,
State of Hawaii, Civil No. 13-1-2790-10-KKS (Class Action)
On October 17, 2013, Kathleen Soule, individually and on behalf of all persons similarly situated
(“Plaintiff”), filed a civil class action complaint against HWI, alleging that failure to disclose at the
time a reservation was made that a resort fee was mandatory was a violation of Hawaii’s Uniform
Deceptive Trade Practices Act. Plaintiff sought restitution, disgorgement of gains, actual, punitive
and exemplary damages, statutory treble damages, pre-judgment interest, costs and
disbursements, including attorneys’ fees and other relief in an unspecified amount. Without
admitting any fault or wrongdoing, HWI entered into an agreed settlement with Plaintiff that was
submitted to the court for approval in February 2015 and ultimately settled in August 2015. Under
the settlement, HWI agreed to pay $178,000 and issue $20 vouchers or gift cards to each affected
customer for each night of their covered hotel stays.
15 2024 US DOUBLETREE
U.S. v. Hilton Worldwide, Inc. (United States District Court, District of Columbia, Case No. 1:10-
cv-01924-RWR).
Hilton Worldwide, Inc. (“HWI”) and the United States Department of Justice (“United States”)
agreed to a form of Consent Decree (“Consent Decree”) addressing alleged violations of Title III
of the ADA. The United States alleged that: 1) HWI failed to design and construct its owned
facilities constructed for first occupancy after January 26, 1993 (“Post-1993 Hotels”) in compliance
with the ADA; 2) certain Managed and Franchised Post-1993 Hotels operated under HWI’s brands
do not comply with the ADA; 3) HWI failed to provide individuals with disabilities the same
opportunity to reserve accessible guestrooms using its on-line and telephonic reservations
systems that is available for reserving other brand hotel rooms; and 4) such actions or practices
constitute a pattern or practice of violating Title III of the ADA. HWI denied that it has violated the
ADA at its owned hotels or that it is in any way responsible for any purported non-compliance with
the ADA in connection with hotels that it does not own or manage. HWI neither owns nor operates,
within the meaning of Title III of the ADA, 42 U.S.C. § 12182(a), the vast majority of brand hotels.
HWI specifically denied that it operates, within the meaning of Title III of the ADA, 42 U.S.C. §
12182(a), any Franchised Hotels for purposes of liability under 42 U.S.C. § 12182. HWI further
stated that its Reservations System provides individuals with disabilities ample opportunity to
identify and reserve accessible rooms that are available at hotels within the Reservations System.
HWI also denied that it failed to design and construct its hotels in accordance with the
requirements of Title III of the ADA. The United States and HWI agreed to resolve these issues
through the entry of a Consent Decree, entered by the Court on November 30, 2010, with an
Effective Date of March 30, 2011. The Consent Decree applied to HWI and its subsidiaries,
including us. During the 4-year term of the Consent Decree, HWI agreed not to engage in any
practice that discriminates against any individual on the basis of disability in violation of Title III of
the ADA in the provision of lodging and related services and to: 1) undertake certain specific
remedial measures with regard to its owned, joint venture, and managed hotels; 2) engage in
certain specific actions with regard to prototype designs and the Reservation Service (including
the website) to assure their compliance with Title III of the ADA; 3) revise its Brand Standards
Manuals to include certain ADA requirements; and 4) provide additional ADA training to its
employees and make such training available to its managed and franchised properties. In
addition, before: 1) entering into a new franchise or management agreement to convert an existing
Post-1993 Hotel to a Franchised Hotel or Managed Hotel; 2) renewing or extending for more than
6 months an existing franchise or management agreement (other than unilateral renewals or
extensions by the other party to the agreement) for a Franchised Hotel or Managed Post-1993
Hotel; or 3) consenting to a change of ownership at a Franchised Hotel or Managed Post-1993
Hotel, HWI required the hotel owner to conduct a survey to determine whether the Managed or
Franchised Hotel complies with the certain specific requirements of the ADA related to guest
rooms and public parking. If the Hotel does not comply with those requirements, the hotel owner
was required to develop a plan to make the Hotel compliant within a set period of time. HWI
required certain architects’ certifications related to newly constructed hotels. HWI agreed to pay
the United States $50,000 as part of the resolution of this matter. The term of the Consent Decree
was 4 years from the Effective Date and expired on March 30, 2015.
U.S. v. Hilton Hotels Corporation, et al. (United States District Court, District of Oregon Case No.
70-310).
On or about May 12, 1970, the United States filed a civil complaint against HHC (among other
defendants), alleging the violation of Section 1 of the Sherman Act consisting of engaging in a
combination and conspiracy in restraint of trade by giving preferential treatment to hotel suppliers
paying assessments to the Greater Portland Convention Association and by curtailing or
16 2024 US DOUBLETREE
threatening to curtail purchases of hotel supplies from hotel suppliers which did not pay
assessments to the Greater Portland Convention Association. On or about November 29, 1971,
pursuant to a stipulation filed October 26, 1971, the court entered a final judgment against HHC
enjoining and restraining it from engaging in any agreement, understanding, combination,
conspiracy or concert of action to give or promise to give preferential treatment in purchasing
hotel supplies to any hotel suppliers, or to curtail or terminate or threaten to curtail or terminate
the purchase of hotel supplies from any hotel suppliers. The order and injunction further restrained
and enjoined HHC from engaging in activities which were the subject matter of the Complaint in
the action. This restraining order and injunction applied to HHC, its subsidiaries and the officers
and directors of HHC and its subsidiaries.
D. COLLECTION SUITS BROUGHT AGAINST FRANCHISEES AND FORMER
FRANCHISEES IN 2023
None.
ITEM 4
BANKRUPTCY
No bankruptcy is required to be disclosed in this Item.
ITEM 5
INITIAL FEES
The following is a list of all initial fees charged by or payable to us or our affiliates. Unless
otherwise stated, these are not refundable under any circumstances.
TYPE OF FEE
AMOUNT
DUE DATE
REMARKS
General
Franchise Application
Fee – New
Development or
Conversion
$85,000 plus $400
for each additional
guest room or suite
over 250.
With
Application.
See Note 1.
Franchise Application
Fee – Change of
Ownership
$175,000
With
Application.
See Note 1.
Franchise Application
Fee – Re-licensing
$85,000
With
Application.
See Note 1.
Property
Improvement Plan
(“PIP”) Fee
$10,000
Before PIP
inspection is
scheduled.
Payable to prepare a PIP for a
Conversion, Change of Ownership, or
Re-licensing of an existing hotel. In
some circumstances, we may waive
the PIP fee or apply the PIP fee
towards the payment of the Franchise
Application Fee, but we are not
obligated to do so.
Construction or
Renovation Work
Extension Fee
$10,000
With written
request for
extension.
You must start and complete the
construction work or renovation work
at your Hotel by the dates specified in
your Franchise Agreement. See
Note 2.
17 2024 US DOUBLETREE
TYPE OF FEE
AMOUNT
DUE DATE
REMARKS
Computer System Fees
OnQ Computer
System Fees –
Hardware, Software
& Installation
Currently, between
$133,395 and
$303,395.
As agreed.
See Note 3.
OnQ Computer
System Refresh
Currently, between
$133,395 and
$303,395.
As incurred.
See Note 3.
Digital Floor Plan Fee
$2,000
On or before
opening.
See Note 3.
Spa Services
Initial Fee
$25,000
When you
sign the
Eforea Spa
Amendment.
See Note 4.
Restaurant Brands
Initial Fee
$35,000
When you
sign the
Restaurant
Brands
Amendment.
Restaurant Brands are optional. This
fee is due for each Restaurant Brand
you select. See Note 5.
Training
Training Program
Fees
Currently, $5,000 to
$20,000.
As agreed.
We provide required training programs
and materials that your general
manager and other personnel in key
functions must complete before
opening a new Brand hotel. We may
charge you for the training services
and materials, including any Pre-
Opening Training Resources. You
must also bear the cost of wages,
travel, lodging, food, and other
expenses of your general manager
and any other attendees. See Item 11
for details.
Miscellaneous Services and Programs
Opening Process
Services Fee
$20,000
Before
opening.
This fee is to help recoup our costs in
providing certain pre-opening services
to help you open your Hotel, such as
guidance with commercial planning,
activation of appropriate programs,
and tools and resources available to
Brand hotels.
Revenue
Management
Consolidated Center
(RMCC)
Pre-Opening
Support, currently
$3,979 to $8,710.
Within 10
days of
billing.
If your Hotel has an expedited opening
of 150 days or less, we may require
RMCC pre-opening support. We may
also require post-opening support for a
minimum of 12 months. See Item 6 for
details.
Procurement and
Services Fees
Currently, 4% to
10% of project cost.
As agreed.
Payable if we or our affiliates furnish,
supply, service or equip your Hotel at
your request. These fees are in
18 2024 US DOUBLETREE
TYPE OF FEE
AMOUNT
DUE DATE
REMARKS
addition to the cost of the products
acquired for you, plus freight, sales tax
and other actual costs incurred. See
Note 6.
Miscellaneous
Services
As agreed.
As agreed.
We or our affiliates may periodically
offer you additional services. These
could include additional training for you
and your employees, assistance in
recruiting various types of employees,
and other services and programs.
Most of these services and programs
will be optional, but some, including
systems upgrades and changes in
System standards, which may require
additional mandatory training or
participation in additional programs,
may be mandatory.
NOTES
1. All prospective franchisees must complete an Application to operate a System Hotel. The
current form Application is attached as Exhibit F. When you submit the Application to us for
processing, you must pay an initial fee (“Franchise Application Fee”). Once we approve your
Application, the Franchise Application Fee is non-refundable except as described in this Item 5.
You must provide all the information we ask for in your Application. If we approve your Application
before you supply all of the information, our approval will be conditioned on receiving the rest of
the information within the time we specify. If you fail to provide the rest of the information within
the specified time, we may terminate our offer. If we approve your Application subject to certain
requirements, we may terminate our offer if you fail to meet those requirements. If we terminate
our offer, we will not refund the Franchise Application Fee. If you withdraw your Application before
we approve it, or if we deny your Application, we will refund the Franchise Application Fee, without
interest, less a $7,500 processing fee, which may be waived or reduced at our discretion. If your
Application is for a Change of Ownership and the Change of Ownership does not occur, we will
refund your Franchise Application Fee, without interest and less a $7,500 processing fee. We
have occasionally agreed to give full or partial refunds or to credit the non-refundable Franchise
Application Fee toward the Franchise Application Fee of another application for the Brand if
submitted and approved within 6 months or less, but we are not obligated to do so. If you increase
the proposed number of rooms/suites after your Franchise Application is approved and before the
opening of your Hotel under the Brand, you must obtain our approval and pay any additional
Franchise Application Fee owed as if those additional rooms/suites were part of your original
Franchise Application.
While the Franchise Application Fee is usually applied uniformly, we may elect to reduce it after
considering criteria which may include: incentives for the development of hotels within the System,
a hotel's market position, the property size and the number of hotels in the System operated by a
franchisee. In limited and unique circumstances, we may waive part of the Franchise Application
Fee or negotiate the Franchise Application Fee for franchisees with whom we have previously
dealt but we are not obligated to do so, even for franchisees possessing these characteristics. In
2023, franchisees paid Franchise Application Fees ranging from $37,500 to $100,000 for New
Development or Conversion, $50,000 to $175,000 for Change of Ownership, and from $0 to
$85,000 for Re-licensing.
19 2024 US DOUBLETREE
In addition to the Franchise Application Fee, if you are applying for a franchise for a hotel that was
previously operated as a System Hotel, we may require, as a condition of approving your
Application, that you pay outstanding royalties and other fees due under the prior franchise
agreement relating to the System Hotel.
2. For a New Development, you must start construction within 16 months after the date we
approve your Application. For a Conversion, Re-Licensing, Change of Ownership, or room
addition project, you must start the renovation work by the date we have agreed to in the
Franchise Agreement or PIP, which is set on a project-by-project basis. For all projects (including
New Development, Conversion, Re-Licensing, Change of Ownership, or room addition project),
you must complete the construction or renovation work by the date we have agreed to in the
Franchise Agreement or PIP, which is set on a project-by-project basis. If you wish to request an
extension of any start date or completion date for your project, you must submit a written request
before that date occurs. If we approve your request, you must pay the extension fee and we will
set new project start and completion dates accordingly.
However, in New Development or Conversion projects the start date and completion date will be
extended by 30 days on a rolling basis automatically without a fee unless we provide at least 60
days’ notice to you that these automatic extensions will end. At that point, if you wish to request
any further extension, you must submit a written request before the relevant date occurs. If we
approve your request, you must pay the extension fee and we will set new project start and
completion dates accordingly. These automatic extensions will not apply to any Relicensing,
Change of Ownership, or room addition projects.
3. You must use our required business computer system, which we may periodically change.
Currently, we require you to use “OnQ
,” which connects System Hotels to Hilton’s reservation
offices and travel planners worldwide. OnQ is comprised of proprietary components for
reservations, property management, revenue management, rate & inventory management,
forecast management, learning management, and other components for the operation of the
Hotel. The complete OnQ package currently includes certain hardware, software, installation, and
support.
You may purchase the hardware from our affiliate, HSS, or its preferred providers, or you may
purchase or lease it from other (non-preferred) third-party vendors. You must license the OnQ
software from HSS because it is proprietary. If you purchase the standard OnQ package from
HSS, we estimate that it will cost within the range shown here for our prototype size of hotel shown
in Item 7. This includes hardware, software, installation and certain other costs and fees, and is
based on the size of the Hotel and number of workstations.
You must update and upgrade (“refresh”) the OnQ system at least every 3 years, or such longer
period as we may specify. We may also require you to refresh the OnQ system in connection with
a Change of Ownership or Relicensing, when a new franchise agreement is signed. We anticipate
the cost of this to be the same or less than the cost of the original installations (but not including
any elements that were needed for the original installation only).
Connected Room System. You must install our “Connected Room” system, which enables
streaming media and permits guests to use their smart phones and other personal mobile devices
to control their guest room television and other conveniences such as lighting and temperature
using the Hilton Honors App. Currently, there are no initial set up costs that are payable to us or
our affiliates. The initial set up costs are paid to the vendor, and the ongoing monthly support fees
are paid to us. See Items 6 and 11 for details.
20 2024 US DOUBLETREE
GRO System. You must install our required Global Revenue Optimization (“GRO”) system. The
GRO system is an online application that utilizes third-party software to provide pricing
recommendations for your Hotel based on data analytics and forecasting. The GRO system
integrates with the OnQ system for ease of operation. You are not required to adopt the pricing
recommendations provided by GRO. See Item 11 for details.
Digital Floor Plan. You must pay for the preparation of a Digital Floor Plan for your Hotel. HSS
will have the Digital Floor Plan prepared by a local vendor. The floor plan will be used by us and
our affiliates, including Hilton Honors Worldwide, to allow Hilton Honors guests to choose their
room from a map of the Hotel and enable digital check-in. This fee is paid to HSS before the
opening of your Hotel, and is not refundable. See Item 11 for details.
Digital Key System. You must use our Digital Key system, which enables hotel guests to open
their guest room doors wirelessly (without a physical door key) with their mobile phones and
personal mobile devices through the Hilton Honors App. Currently, there is no separate charge
for the Digital Key system because it is part of OnQ. See Item 11 for details.
The costs shown above do not include certain costs payable to third parties in connection with
the OnQ system. They also do not include costs payable to third parties in connection with our
required Guest Internet Access system, Delphi Sales and Events System, or the costs of optional
computer system components that we may recommend. Occasionally we may offer discounts
and other benefits to support the adoption of new technology components, programs, or services.
All computer system costs are subject to change, and normally are not refundable. See Item 11
for a more detailed description of our required and recommended computer systems.
4. Whether we require you to install a spa in your Hotel or we approve your request to install
a spa in your Hotel, the spa must meet our specifications. We recommend that you install our
eforea branded spa in your Hotel, but you do not have to use this concept. If you install our eforea
spa concept in your Hotel, you will sign the Spa Amendment and pay us an initial fee. The fee is
due when you sign the Spa Amendment and is nonrefundable. We will provide you with eforea
design and construction guidelines, a collateral suite, spa menus, and access to required training
provided by suppliers. After your Hotel opens, you may either manage the spa yourself or retain
the services of another spa management company approved by us. If you install an alternate spa
concept, you must enter into an agreement with a third-party spa management company we
approve to provide consulting services to you in connection with the spa, including spa build-out
and design, planning and concept development, business model creation, IT, construction and
technical services, equipment selection and procurement, operational guidelines, menu
development, and sales and marketing services.
5. If you wish to utilize a Restaurant Brand in your Hotel, you must sign the Restaurant Brand
Amendment and pay us an initial fee. The initial fee is due when you sign the Restaurant Brand
Amendment and is nonrefundable. We will provide you with the Restaurant Brand menu
templates, design and visual identity guides, supporting collateral for the concept, and we will
consult with you on the design and build-out of your restaurant or bar. After your Hotel opens,
your restaurant or bar may be managed either by you or a third-party management company that
we approve. Your restaurant or bar must meet our Standards and specifications at all times,
including those under the Restaurant Brand Guidelines and those that apply to food and beverage
operations generally under the Brand Standards.
6. If we or our affiliates furnish, supply, service or equip your Hotel at your request before it
opens, then you must pay or reimburse us or them for all costs incurred at your request, and
21 2024 US DOUBLETREE
related service fees. In particular, HSM seeks to negotiate with manufacturers and suppliers for
the distribution of hotel furniture, furnishings, fixtures, equipment and supplies, certain food and
beverage equipment supplies, and certain hotel services at a discount. We recommend you
purchase these items from HSM or such third parties. You may but are not obligated to purchase
specified items from HSM or such third parties, except as described in this Disclosure Document.
If you choose to buy from HSM, it will invoice you for the cost of the products plus freight, sales
tax and other actual costs, plus a procurement fee that ranges 4% to 10% of the project cost.
HSM may offer you a payment plan. These payment plans are agreed with each franchisee
individually based on the type of project, and specifically customized to the project’s scope of
work and overall timeline. Payment dates are also based on the project’s timeline. The interest
rate for late payments is 18.5% per year, compounded daily. Change orders must be paid in full,
either in advance or with the next installment due.
ITEM 6
OTHER FEES
TYPE OF FEE
AMOUNT
DUE DATE
REMARKS
General
Monthly Royalty
Fee
5% of Gross Rooms
Revenue.
Payable monthly
by the 15
th
day of
the following
month.
See Note 1.
Monthly Spa
Royalty Fee
2% of Gross Spa
Revenue.
Payable monthly
by the 15
th
day of
the following
month.
Payable only if Eforea Spa Amendment is
in effect. See Note 1.
Monthly
Program Fee
4% of Gross Rooms
Revenue.
Payable monthly
by the 15
th
day of
the following
month.
We may change the Monthly Program
Fee. See Notes 1 and 2.
Room Addition
Fee
Currently, $400 per guest
room or suite, multiplied
by the number of
additional guest
rooms/suites.
Due with
Application for
approval.
If you add or construct additional guest
rooms any time after you open the hotel
under the Brand, you must pay us a Room
Addition Fee and sign an amendment to
the Franchise Agreement. This fee is non-
refundable once we approve your
Application.
Computer System Fees
OnQ Additional
Rooms Fees
Currently, $120 per
additional guest
room/suite.
When additional
guest room/suites
are completed.
If you add or construct additional guest
rooms at the Hotel at any time after you
sign the Franchise Agreement, you must
pay Hilton or HSS the then current per
guest room/suite software license fee
charged to System Hotels multiplied by the
number of additional guest rooms.
OnQ
Connectivity
Fees
Currently, between
$1,485 and $2,150 per
month.
Billed monthly.
Fee is determined by the number of
workstations and other OnQ equipment at
your Hotel.
OnQ Interface
Fees
Currently, $1,000 per
additional interface.
As agreed.
Payable if you add an additional OnQ
interface after Hotel opening.
Hardware and
Software
Maintenance
Support Fees
Currently, $2,400 to
$7,050 per month.
Billed monthly by
the 15
th
day of the
following month
This covers the OnQ hardware and
software maintenance that is provided by
us. This does not cover the maintenance
of certain other hardware and software
22 2024 US DOUBLETREE
TYPE OF FEE
AMOUNT
DUE DATE
REMARKS
that is provided by vendors. See Item 11
for details.
OnQ Email
Fees
Currently, $7.92 per user
per month and $12.50
per month for delivery to
mobile devices.
Billed quarterly.
You must have at least 3 accounts.
Connected
Room
Maintenance
Fees
Currently, $980 to $1,090
per month.
Billed monthly by
the 15th day of the
following month.
See Item 11 for details.
Delphi Sales
and Events
System
Currently, $858 per user
per year.
Billed annually.
These license and maintenance fees are
paid to HSS, which are passed-through to
the vendor less a mark-up to recover
certain costs. See Item 11 for details.
Guest Assistance and Quality Assurance Programs
Guest
Assistance
Program:
Customer
Satisfaction
Guarantee
Currently, $300 per
handled transaction for
Hilton Honors Diamond
members, $250 per
handled transaction for
Hilton Honors Gold
members, and $200 per
handled transaction for
all other guests.
Within 48 hours of
receipt of invoice.
Payable to resolve guest complaints. Our
Guest Assistance Agent may offer the
guest a cash refund (up to the full cost of
the customer’s stay), Hilton Honors point
rebate, Hilton gift cards or complimentary
return stay to resolve the complaint to the
customer’s satisfaction. You are billed the
cost of the rebate plus the handling fee.
We may change the maximum guest
rebate amount or increase the handling
fee.
Guest
Assistance
Program:
Price Match
Guarantee
Hotels must honor a 25%
discount off the lower
rate on all approved
claims.
When the stay is
consumed.
This discount applies if a guest finds a
lower qualifying rate for a qualified
booking at your Hotel. After the Guest
Assistance Department confirms the lower
rate is available for booking through a
third-party channel, the claim is approved
and the rate is adjusted.
Guest
Assistance
Program:
First Contact
Resolution
Currently, $15
administrative fee.
Within 10 days of
billing.
Payable if more than 5 files are created in
a month by Guest Assistance to resolve
guest complaints about products, services
or cleanliness. You must pay the cost of
any compensation we provide to a guest
to resolve the complaint, even if the fee
does not apply.
Guest
Assistance
Program:
Online
Complaints
$25 per complaint
administrative fee.
As invoiced.
If a hotel does not respond to a guest
complaint or negative comment on certain
designated websites or social media
platforms within 24 hours, Guest
Assistance will respond to the guest and
this fee will be due. This program and fee
are subject to change.
Brand
Compliance
Consecutive
Unacceptable
Fee
Currently, up to $5,500
per consecutive
Unacceptable grade.
Within 10 days of
billing.
Payable for each subsequent
Unacceptable overall grade on a brand
compliance evaluation (other than a
Special as described below), which
currently covers the following components:
Quality Assurance Grade, Stay Score
Grade, or FRCM grade. You must also
23 2024 US DOUBLETREE
TYPE OF FEE
AMOUNT
DUE DATE
REMARKS
provide complimentary lodgings for the
Hilton representative during an on-site
evaluation. See Note 3.
Brand
Compliance
Special Audit
Fee
Currently, $5,500 per re-
evaluation visit.
Within 10 days of
billing.
Payable each time we conduct a special
on-site quality assurance evaluation
(“Special”). We may conduct a Special: (a)
to verify a default has been cured; (b) any
time after your Hotel has failed
consecutive Brand Compliance
evaluations; (c) if your Hotel fails its
opening inspection; or (d) if your Hotel fails
its previous Special. You must also
provide complimentary lodgings for the
Hilton representative during the
evaluation. See Note 3.
Brand
Compliance PIP
Consecutive
Failure Fee
Currently, up to $16,000
per consecutive PIP
failure.
Within 10 days of
billing.
Payable for each consecutive failure on a
PIP evaluation to verify that a PIP has
been completed properly and in a timely
manner. You must also provide
complimentary lodgings for the Hilton
representative during an on-site
evaluation. See Note 3.
Conferences and Training
Brand
Conference
Currently, $2,500 per
attendee.
Before attendance.
Your general manager and director of
sales (or equivalent) must attend the
Brand conference, usually held annually.
Dates, location and duration of the
conference vary from year to year.
General
Manager,
Commercial and
Sales Leader
Training
Currently, up to $1,200
per attendee.
Before attendance.
Your general manager and other
commercial leaders must complete this
combined virtual learning program within
90 days of their start date. It is required for
all new general managers and commercial
leaders, and those who have been away
from the Brand or the role for more than
24 months.
Hilton Core
Sales Skills
Training
Currently, up to $600 per
attendee.
Before attendance.
Your director of sales and sales managers
(or equivalent) must complete this
mandatory virtual learning program within
90 days of their start date. We may modify
or reduce this training requirement for
experienced trainees. See Item 11.
Other Training
Programs and
Training
Materials
Currently, up to $5,000
per program per
attendee.
Before attendance
or materials are
shipped.
Some training programs are required, and
others are optional. We may provide some
required training courses without a course
fee. In some cases, you must also pay
wages, travel, lodging, food, and
miscellaneous expenses of your
attendees, and/or the expenses of the
trainers. See Item 11.
Frequent Customer, Affiliation and Distribution Programs
Travel Clubs
Currently, $0.30 per
available room plus 10%
commission. Amount
Billed annually on
DS/TAC invoice by
second quarter.
Payable for consumed stays booked
through our American Automobile
Association (AAA), Canada Automobile
24 2024 US DOUBLETREE
TYPE OF FEE
AMOUNT
DUE DATE
REMARKS
may vary by program.
For commissions: if
invoiced, within 15
days, or if billed
through ACH, by
the 12
th
business
day of each month.
Association (CAA), and American
Association of Retired Persons (AARP)
programs. See Note 4.
Hilton Advance
Program
Currently, 1.35% of
eligible Digital Direct
Revenue, not to exceed
$30 per stay.
If invoiced, within
15 days of
billing. If through
ACH, on the 12
th
business day of the
month.
This program is intended to help drive
bookings through Hilton's online direct
booking channels using lower-funnel
marketing activities, search engine
optimization, social media platforms, and
other methods. Digital Direct Revenue is
all Gross Rooms Revenue from bookings
made through our online direct booking
channels such as Hilton websites and
mobile apps. See Note 1.
Group Preferred
Partnership
Program
Currently, up to $1.80
per consumed room
night plus applicable
commission. If we
increase this fee this
year, it will not exceed
$2.50 per consumed
room night plus
commission.
If invoiced, within
15 days of billing. If
through ACH, on
the
12
th
business
day of each month.
This optional program provides additional
access to select top group intermediaries,
including participation in marketing and
promotions designed to drive incremental
business. We may change this flat fee to a
percentage-based fee that is
approximately equivalent on a systemwide
average basis. See Note 4.
Hilton Honors
Frequent
Traveler/Guest
Reward
Program
Currently, 4.3% of total
eligible guest folio. This
fee is waived for stays in
which the guest is
enrolled on-property in
Hilton Honors.
10 days after
billing.
You must participate in any brand specific
or System-wide guest frequency or reward
program. Currently, you must participate
in Hilton Honors. These programs are
subject to change. See Note 5.
Hilton Honors
Event Planner
Bonus Program
Currently, $0.0025 to
$0.0050 per Hilton
Honors bonus point
awarded.
As incurred.
This is an optional commercial incentive
program. It enables hotels to award Hilton
Honors bonus points to an event planner
for a group booking (or as otherwise
specified in the group booking contract) in
addition to points earned by individual
guests in the group. Event planners can
earn up to 5 points per $1 of booking
revenue. Currently, hotels are enrolled
automatically and may opt-out. In the
future we may make this program
mandatory. Bonus point allocations and
program terms are subject to change. See
Note 4.
Hilton For
Business
Program
Currently, up to 3% of
the Gross Room
Revenue per eligible
consumed stay.
As incurred.
This is an optional commercial sales
program. It enables small and medium
size companies to manage their company
travel through our platform and receive
discounts, Honors points, and other
benefits. Currently, hotels are enrolled
automatically and may opt out annually.
25 2024 US DOUBLETREE
TYPE OF FEE
AMOUNT
DUE DATE
REMARKS
Program benefits and terms are subject to
change. See Note 1.
Online Group
Event Booking
Charges
Currently, up to 2% of
GRR and up to $25 for
included meeting space,
plus applicable
commissions.
On demand.
You only pay this fee if you load inventory
for group and event bookings at your Hotel
through our designated online platform
and the group actualizes. Participation is
currently optional but may be required in
the future. Optional add-on services may
be made available at additional cost. See
Notes 1, 4, and 6.
Centralized
Payment
Programs
Third-Party Reservation
Charges: currently, up to
$5.76 per stay.
FastPay Program:
currently, up to $1.40 per
transaction, plus
commission.
Travel Planner
Centralized Payment
Program: currently, $0.18
per transaction
processing charge plus
up to a 10% commission.
Unlimited Rewards
Program: currently, $0.71
for a weekday stay
(Monday -Thursday
nights), $1.42 for a
weekend stay with 1 Fri/
Sat/Sun night and $2.13
for a weekend stay with 2
Fri/Sat/Sun nights.
Double Dollars amounts
increase to $1.42, $2.63
and $3.84 respectively.
If invoiced, within
15 days of billing. If
through ACH, on
the 12th business
day of each month
(or for Third-party
Reservation
Charges, on the
20
th
day of each
month).
These required programs centralize and
automate payments to third parties,
including online travel agencies, group
and meeting planners, travel planners,
and other sales and distribution channels.
Third-Party Reservation Charges currently
include the costs and fees incurred in
connection with third-party reservation
systems such as GDS, airline reservation
services, internet and other service
reservation providers for using their
distribution systems. Certain third-party
reservation services may not be subject to
this fee.
The FastPay Program is a centralized
payment program for group intermediaries
and meeting planners. We may determine
the items that are commissionable, the
third parties eligible to be paid, and the
commission percentages that can be paid
through FastPay. All eligible charges must
be paid through FastPay. Currently,
FastPay will process commissions of up to
7% and customer rebates for designated
segments.
The Travel Planner Centralized Payment
Program (TPCP) consolidates all
commissionable consumed travel planner
bookings and remits one payment per
agency. The commission is payable on the
total room rate and other commissionable
charges, and a transaction charge is
payable on commissionable and non-
commissionable reservations, no-shows
and cancellations.
The Unlimited Rewards Travel Advisor
Incentive and Loyalty Program remits
funds to Avis Budget. A portion is paid to
the travel planner, and Avis Budget retains
26 2024 US DOUBLETREE
TYPE OF FEE
AMOUNT
DUE DATE
REMARKS
the remaining amount as a processing
charge. See Note 4.
Transfers, Re-licensing and Financing
Change of
Ownership
Application Fee
Currently, $175,000.
With Application.
Payable for any proposed transfer that
does not qualify as a Permitted Transfer.
Permitted
Transfer
Processing Fee
Currently, $5,500.
When you submit a
request for our
consent.
Payable for any proposed Permitted
Transfer that requires our consent.
Re-licensing
Application Fee
Currently, $85,000.
With Application.
Payable for Re-licensing to an existing
franchisee.
Lender Comfort
Letter
Processing Fee
Currently, $3,500 for
Lender Comfort Letters
and $1,500 for Lender
Comfort Letter
Assignments.
Before we issue
the document.
We will only issue a Lender Comfort Letter
or Assignment if you request it and the
request meets our qualifications.
Public Offering
or Private
Placement
Processing Fee
Currently, $5,000.
When you submit a
request for our
approval.
You must pay any additional costs we may
incur in reviewing your documents,
including reasonable attorneys’ fees.
Management Fees
Management
Fees
Fees will be established
by mutual agreement.
As incurred.
Payable if you enter into a management
contract with us or our affiliate. You may
hire an outside management company
with our approval.
Remedies and Damages
Actual Damages
Under Special
Circumstances
Varies.
On demand.
Payable under certain circumstances for
the early termination of your Franchise
Agreement.
Audit
Actual deficiency plus
interest.
On demand.
Payable if an audit reveals that you
understated or underpaid any payment
due us which is not fully offset by
overpayments. If audit reveals that
underpayment is willful or for 5% or more
of the total amount owed for the period
being inspected, you must also reimburse
us for all inspection and audit costs.
Default
Remedies
Reimbursement of all of
our expenses.
Case by case
basis as incurred.
Our expenses may include attorneys’ fees,
court costs, and other expenses
reasonably incurred to protect us and our
affiliates or to remedy your default.
Indemnification
Reimbursement for all
payments by us or our
affiliates due to any
claim, demand, tax,
penalty, or judicial or
administrative
investigation or
proceeding arising from
any claimed occurrence
at your Hotel.
Case by case
basis as incurred.
You must reimburse us for all expenses
including attorneys' fees and court costs
we reasonably incur to protect us, our
subsidiaries or affiliates or to remedy your
defaults under the Franchise Agreement.
You must also defend us, Hilton
Worldwide, and each of such entities’
current and/or future subsidiaries, and
affiliates and any of their officers,
directors, employees, agents, successors
and assigns.
Insurance
Actual amount.
On demand.
Payable if you do not obtain or maintain
the required insurance or policy limits
27 2024 US DOUBLETREE
TYPE OF FEE
AMOUNT
DUE DATE
REMARKS
described in the Manual, and we obtain
and maintain the insurance for you.
Liquidated
Damages for
Unauthorized
Opening
$5,000 per day that your
Hotel is open without
authorization, plus our
costs.
On demand.
Payable if you open before we give you
written authorization to open.
Liquidated
Damages for
Pre-Opening
Termination
The System’s Average
Monthly Royalty Fees
multiplied by 60.
On demand.
Payable if we terminate the Franchise
Agreement: (1) before you begin Hotel
Work and you or a Guarantor enter into an
agreement for, or begin the construction or
operation of, another hotel at the site
within 1 year after termination; or (2) after
you begin the Hotel Work but before you
open (unless excused by Force Majeure).
See Note 7.
Liquidated
Damages for
Post-Opening
Termination
The greater of: (a) the
Hotel’s Average Monthly
Royalty Fees multiplied
by 60; or (b) the
System’s Average
Monthly Royalty Fees
multiplied by 60.
On demand.
Payable if we terminate the Franchise
Agreement on or after the Opening Date
but before the 2
nd
anniversary of the
Opening Date. See Note 7.
The Hotel’s Average
Monthly Royalty Fees
multiplied by 60.
On demand.
Payable if we terminate after the 2
nd
anniversary of the Opening Date but
before the final 60 calendar months of the
Term. See Note 7.
The Hotel’s Average
Monthly Royalty Fees
multiplied by the number
of months remaining in
the Term.
On demand.
Payable if we terminate the Franchise
Agreement within the last 60 months of
the Term. See Note 7.
Service
Charges for
Overdue
Payments
1.5% per month or
highest percentage
permissible by law,
whichever is less.
On demand.
You must pay service charges if you do
not make any payment to us or our
affiliates when due.
Taxes
Actual amount.
On Demand
If any sales, use, gross receipts or similar
tax is imposed on us for the receipt of any
payments you are required to make to us
under the Franchise Agreement, then you
must reimburse us the actual amount.
Identity, Sales,
and Distribution
Non-
Compliance Fee
Currently, $500 per
instance.
On demand.
This cost-recovery fee is payable if your
Hotel uses a third party intermediary for
reservations or sales that is not accredited
by Hilton, or fails to comply with any of the
other Identity, Sales and Distribution
Standards. In addition, failure to comply
with the Identity, Sales and Distribution
Standards may result in the loss of access
to certain sales and distribution channels.
Franchise
Agreement Non-
Compliance Fee
1% of Gross Rooms
Revenue.
On demand.
This charge will apply each month in which
you fail to comply with the Franchise
Agreement. See Notes 1 and 8.
FastPay Non-
compliance Fee
Varies and escalates
based on the number of
On demand
Fees will apply for non-compliance with
the FastPay program policies, rules or
28 2024 US DOUBLETREE
TYPE OF FEE
AMOUNT
DUE DATE
REMARKS
violations. Currently, up
to the greater of $3,000
or 10% of gross group
room revenue (not to
exceed $7,500) per
violation.
terms. See Note 4.
Restaurant Brands
Annual Fee
$9,500
Annually, invoiced
by January 15
each year.
Miscellaneous Services and Programs
Consultation
and Service
Fees
Set by us on a project-
by-project basis.
When we request.
Payable if we make consultation and/or
other voluntary services available to you on
request.
Consortia
Program
Currently, up to $3.00 for
each consumed night
booked under the
Consortia “parity” rate,
plus applicable
commission.
If invoiced, within
15 days. If ACH,
the
12
th
business
day of each month.
You must participate in BOTH the
Consortia Program and the TMC Pay-On-
All-Pay-For Performance Program or
NEITHER program. We may change this
flat fee to a percentage-based fee of up to
1.45% of consumed room revenue. The
list of participating travel agencies may
change over time. See Note 4.
TMC Pay-On-
All-Pay-For
Performance
Program
Currently, up to $1.85 for
each consumed night
booked by a TMC travel
agency, plus up to 10%
commission or fee where
applicable.
If invoiced, within
15 days. If ACH,
the
12
th
business
day of each month.
You must participate in BOTH the
Consortia Program and the TMC Pay-On-
All-Pay-For Performance Program or
NEITHER program. We may change this
flat fee to a percentage-based fee of up to
1.06% of consumed room revenue. The
list of participating agencies may change
over time. See Note 4.
US Government
Travel Agency
Programs
Currently, up to $2.30
per consumed room
night or up to 1.45% of
consumed room
revenue.
For the FedRooms/
StateRates and DOD
Preferred programs, we
may increase this fee up
to 5.0% of consumed
room revenue this year.
Billed on TACS
invoice. If invoiced,
due within 15 days.
If ACH, due on the
15th of the month.
We may enter into various government
and military travel programs, which
currently include FedRooms/StatesRates,
CWTSato, DOD Preferred, Omega World
Travel and ADTRAV Government. For any
program that has a flat fee, we may
change it to a percentage-based fee as
shown here. You are not required to
participate, but if you participate in the
DOD Preferred Program you must also
participate in the FedRooms Program at
the same rate. See Note 4.
ResMax
Program
Currently, 5.4% to 5.9%
of consumed revenue
from a ResMax booking
with a 3-night maximum.
If we change the pricing
model this year, it will not
exceed $5.00 per call.
This fee may vary due to
hotel booking volume
and other factors.
As required by us
or our affiliate.
ResMax with Auto Attendant provides
additional reservation call handling
services by automatically transferring new
reservation inquiries to an HRCC Guest
Engagement Specialist. If your Hotel is not
enrolled in ResMax and accepts a referral,
we may charge you the applicable fee on
the booking. If your Hotel transfers
reservation calls to HRCC outside of the
ResMax service, you may be billed up to
$5.00 per call. ResMax is an optional,
29 2024 US DOUBLETREE
TYPE OF FEE
AMOUNT
DUE DATE
REMARKS
supplemental service. Program terms,
eligibility, and fees are subject to change.
Revenue
Management
Consolidated
Center (RMCC)
Category 1 – One Time
Service Models, currently
$1,769.
Category 2 – Monthly
Full Support Models,
currently $2,579 to
$15,399.
Category 3 – Monthly
Reports Only Models,
currently $1,175 to
$1,819.
Category 4 – Monthly
Lead Management
Service Models, currently
$999 to $5,599.
Category 5 – Monthly
Group Rooms
Coordinator Models,
currently $810 to $5,400.
Within 10 days of
billing.
RMCC provides various types of support
services for revenue management
analysis, strategy, lead management, and
coaching. Specific services or groups of
services are called “service models,” and
are grouped into the categories shown
here. RMCC programs and services are
subject to change. Your participation in
RMCC is optional. However, RMCC may
be required in certain circumstances. See
Note 9.
Procurement
and Services
Fees
Currently, 4% to 10% of
project cost.
As agreed.
Payable if you buy from HSM, in addition
to the product cost, freight, taxes and
other actual costs incurred by HSM.
* Unless otherwise indicated, all fees described in this Item 6 are payable to, and imposed by, us
or our affiliates and are non-refundable. Other than the Monthly Royalty Fees, Restaurant Brands
Annual Fee, and liquidated damages, the fees are subject to change.
NOTES
1. The Monthly Fees are calculated in accordance with the accounting methods of the then-
current Uniform System of Accounts for the Lodging Industry, or as specified by us in the Manual.
"Gross Rooms Revenue" means all revenues derived from the sale or rental of guest rooms (both
transient and permanent) of the hotel, including revenue derived from the redemption of points or
rewards under the loyalty programs in which the hotel participates, amounts attributable to
breakfast (where the guest room rate includes breakfast), Mandatory Guest Fees, late
cancellation fees, and guaranteed no-show revenue and credit transactions, whether or not
collected, at the actual rates charged, less allowances for any guest room rebates and
overcharges, and will not include taxes collected directly from patrons or guests. Group booking
rebates, if any, paid by you or on your behalf to third-party groups for group stays must be
included, and not deducted from, the calculation of Gross Rooms Revenue.
“Mandatory Guest Fee” means any separate fee that a patron or guest is charged for in addition
to the base room rate for a guest room, including but not limited to resort fees, facility fees,
destination fees, amenity fees, urban destination fees, or any other similar fee. Mandatory Guest
Fees do not include employee gratuities, state or local mandatory taxes, and other tax-like fees
and assessments that are levied on a stay, as determined by us, that are passed through to a
30 2024 US DOUBLETREE
third party (such as tourism public improvement district fees, tourism or improvement
assessments, and convention center fees).
“Gross Spa Revenue” means all revenue from services and retail sales of products from the
eforea spa, less allowances for spa rebates and overcharges, but does not include any sales or
other taxes collected directly from spa customers or any revenues from food and beverage sales
of the spa.
If there is a fire or other insured casualty at your Hotel that results in a reduction of Gross Rooms
Revenue or Gross Spa Revenue, the Monthly Program and Monthly Royalty Fees will be equal
to the Monthly Program and Monthly Royalty Fees forecasted on the basis of the Gross Rooms
Revenue and Gross Spa Revenue amount you agree on with your insurer(s). However, we have
the right to participate with you in negotiating the value of your Gross Rooms Revenue and Gross
Spa Revenue claim with your insurer(s).
We can require you to transmit all payments required under the Franchise Agreement by wire
transfer or other form of electronic funds transfer. You must bear all costs of wire transfer or other
form of electronic funds transfer. We may reduce the amount of any payment or credit to you by
any amount that you owe us, and this includes your and our affiliates. We occasionally reduce
the Monthly Royalty Fee for multi-unit or more experienced franchisees, for franchisees with
whom we have previously dealt, for Conversions, or for franchisees in other unique
circumstances, including franchisees with whom we have a Management Agreement. However,
we do not always do so and may choose not to reduce your Monthly Royalty Fee even if you
possess some or all of these characteristics. We agreed to modify the Monthly Royalty Fee in 22
instances during 2023.
2. We may change the Monthly Program Fee rate at any time. The Monthly Program Fee
rate will not exceed the current rate plus 1% of Gross Rooms Revenue over the term of the
Franchise Agreement. The Monthly Program Fee pays for various programs to benefit the
System, including (i) advertising, promotion, publicity, public relations, market research, and other
marketing programs, (ii) developing and maintaining directories and Internet sites for System
Hotels; (iii) developing and maintaining the Reservation Service systems and support; (iv) quality
assurance programs; and (v) administrative costs and overhead related to the administration or
direction of these projects and programs. We may create any programs and allocate monies
derived from Monthly Program Fees to any regions or localities. The Monthly Program Fee does
not cover your costs of participating in any optional marketing programs and promotions
periodically offered by us or Hilton Worldwide in which you voluntarily choose to participate. These
fees also do not cover the cost of operating the hotel in accordance with the Standards or the
Manual.
3. As of the date of this Disclosure Document we are considering making adjustments to our
existing quality assurance program (as described in Item 11), which may be implemented this
year. Such adjustments may include fee increases and/or new or additional charges, which may
be applied on a per-room basis or other basis, of up to $50,000 in total over a 6-month period
based on the nature, frequency, and circumstances of the Hotel’s deficiencies (in addition to any
applicable PIP Consecutive Failure Fee). We may also make other changes to our quality
assurance program. See Item 11 for details.
4. We may add, remove, or modify our sales and distribution programs at any time. These
programs may have individual criteria for participation, as well as policies, terms, or rules that
must be met for continued participation. We may require your Hotel to participate in certain
31 2024 US DOUBLETREE
programs or combinations of programs. We may also offer optional programs at an additional
cost. Some programs may utilize automatic enrollment and if your Hotel does not wish to
participate it may be required to opt-out as provided in programs’ policies, terms, or rules. Failure
to pay fees or commissions when due, or failure to comply with the applicable program policies,
terms, and rules may result in the loss of access to certain programs or individual sales and
distribution channels.
5. You must participate in, and pay all charges related to, our marketing programs not
covered by Monthly Program Fees, and all guest frequency programs we require, including the
Hilton Honors Worldwide guest reward programs or any successor programs. You must also
honor the terms of any discount or promotional programs (including any frequent guest program)
that we or Hilton offer to the public on your behalf, any room rate quoted to any guest when the
guest makes an advance reservation, and any award guest certificates issued to hotel guests
participating in these programs. We and our affiliates' other hotel brands may also participate in
these programs. These programs are subject to change. You pay your share of the costs of the
programs.
Currently, these programs include the Hilton Honors™ guest reward program operated by Hilton
Honors Worldwide, and airline and rental car company frequent user programs in which Hilton
participates.
Hilton Honors members may accumulate Hilton Honors points with most stays for all eligible
dollars spent at participating Hilton Honors hotels. Hilton Honors members may also earn points
in connection with our special promotions, marketing partnerships, and other activities, programs,
and initiatives, including for example arrangements we have in place with certain travel programs,
credit card companies, dining organizations, ride-share companies, and others. The only room
rates that are not eligible for Hilton Honors points are wholesale/tour operator packages,
contracted airline crew rates, complimentary or barter rooms, stays on NET Group/Series
Group/IT Group rates, contracted Entertainment or Encore rates, stays using airline percent-off
award certificates, stays that are booked via third-party websites other than the websites of Hilton
Honors airline partners. Hilton Honors members may redeem their accumulated points for
discounted and free hotel room nights and other rewards. Terms of the Hilton Honors program
are subject to change. Pricing is subject to change and is reviewed annually.
These basic program fees are assessed on any stay for which a guest earns Hilton Honors points.
Additional Hilton Honors bonus points that members earn as a result of promotional activities,
programs, and initiatives that your Hotel participates in will result in an additional fee payable by
your Hotel based on a set cost per point or a percentage of the eligible guest folio, depending on
the type of promotional activity, program, or initiative. All program costs are subject to change.
In addition to the basic program fees outlined above, hotels are also responsible for the cost of
certain guest amenities provided to Hilton Honors members. Hotels must allocate a certain
percentage of rooms inventory for free night reward redemption by Hilton Honors members as
specified by the Hilton Honors program. Hotels will be reimbursed for these reward redemptions
on the same basis as other similarly situated participating hotels as specified by the Hilton Honors
program. If your Hotel is re-licensed and had paid a lower fee in the past, it will be assessed the
then-current standard fee when your new franchise term begins.
32 2024 US DOUBLETREE
6. We currently provide an online booking platform for group events that allows guests to
check rates and availability and book guestrooms and event space (within certain limits on the
number of rooms, room nights, and meeting space size). Guests may search for a hotel and rate
and complete the booking contract online. We may pass-through all or a portion of this fee to third
party vendors that help to provide or maintain the platform. This fee may be refunded or adjusted
for certain cancellations or modifications. Terms and conditions of this program are subject to
change.
7. The term “Hotel’s Average Monthly Royalty Fees” means: (a) if the Hotel has been
operating for at least 24 months, the amount of all Monthly Royalty Fees due under the Franchise
Agreement for the 24 month period before the month of termination (the “Measurement Period”)
divided by 24; and (b) if the Hotel has not been operating for at least 24 months, the amount of
all Monthly Royalty Fees due under the Franchise Agreement for the period between the Opening
Date and the termination date divided by the number of months between the Opening Date and
the termination date.
The term “System’s Average Monthly Royalty Fees” means the average Monthly Royalty Fees
per Guest Room owed to us by all System Hotels in operation in the United States over the 12
full calendar month period immediately preceding the month of termination (the “System’s
Average Measurement Period”), multiplied by the number of approved Guest Rooms at the Hotel.
For the avoidance of doubt, any System Hotel that has not been in operation for at least 12 full
calendar months immediately preceding the month of termination is not included in determining
the System’s Average Monthly Royalty Fees.
In calculating these averages, any temporary financial accommodations and periods of Business
Interruption are excluded. Temporary financial accommodations include any fee discounts,
ramps, or waivers. Business Interruptions are periods of time in which a majority of the Guest
Rooms were removed from service or regular Hotel operations were suspended for more than 90
days. In the case of Business Interruptions, the applicable measurement period will be adjusted
earlier in time to account for the months in which the Business Interruption occurred.
8. If your Hotel is not in compliance with the Franchise Agreement, including failing to meet
our quality assurance Standards or failing to complete a PIP by the required date, we may charge
a Non-Compliance Fee for each month in which the non-compliance occurred or continued for
one or more days, to compensate us for damage to the Brand’s reputation and for the additional
work caused by your non-compliance. This fee is in addition to any other applicable fees.
9. RMCC is optional except in the following circumstances. Category 2: If your Hotel has an
expedited opening of 150 days or less, your Hotel must participate in the applicable monthly
service model in this category as follows: if your Hotel is projected to generate or does generate
over $6 million in annual Gross Room Revenue, it must participate in our monthly full service
“Intermediate Model,” and if your Hotel is projected to generate or does generate over $10 million
in annual Gross Room Revenue or is located in a dynamic market with a complex mix of business
and a need for forecasting support, it must participate in our monthly full service “Premier Model.”
RMCC programs and fees are subject to change.
33 2024 US DOUBLETREE
ITEM 7
ESTIMATED INITIAL INVESTMENT
YOUR ESTIMATED INITIAL INVESTMENT
DOUBLETREE HOTEL (250 ROOMS)
Type of expenditure
Amount
Method of
payment
When due
To whom
payment is to
be made
Franchise Application Fee
(Note 1)
$85,000
Lump sum
With
Application
Us
Property Improvement Plan
(Note 2)
$0 to $10,000
Lump sum
Before we
prepare PIP
Us
Market Study
(Note 3)
Varies
As agreed
As incurred
Supplier
Environmental Assessment
(Note 4)
Varies
As agreed
As incurred
Supplier
Real Property
(Note 5)
Varies
As agreed
As agreed
Supplier
Construction and Leasehold
Improvements
(Note 6)
$17,600,000 to
$72,150,000
As agreed
As agreed
Suppliers
Designer and Engineering
Fees
$704,000 to $3,136,000
As agreed
As incurred
Suppliers
Furniture, Fixtures and
Equipment
(Note 7)
$7,000,000 to $10,500,000
As required
As incurred
Suppliers
Inventory and Operating
Equipment
(Note 8)
$1,200,000 to $1,800,000
As required
As incurred
Suppliers
Signage
(Note 9)
$45,000 to $135,000
As required
As incurred
Supplier
Computer Hardware and
Software Systems
(Note 10)
$139,195 to $309,195
Lump sum or
as required
45 days before
opening
Us or Supplier
Guest Internet Access System
(Note 10)
$116,000 to $186,000
Lump sum or
as required
45 days before
opening
Supplier
Connected Room System
(Note 10)
$55,350 to $66,150
Lump sum or
as required
45 days before
opening
Supplier
Delphi Sales and Events
System
(Note 10)
$990 to $41,000
As required
As incurred
Supplier
Required Pre-Opening
Training
(Note 11)
$5,000 to $20,000
As required
As incurred
Us and
Suppliers
ADA Consultant Fee
(Note 12)
$2,500 to $15,000
Lump sum
On request
Supplier
Construction/ Renovation
Extension Fees
(Note 13)
$0 to $10,000
Lump sum
On request
Us
Insurance
(Note 14)
Varies
As required
As arranged
Agent/Insurer
Organizational Expense
(Note 15)
$75,000 to $276,800
As agreed
As agreed
Accountant/
Attorney
34 2024 US DOUBLETREE
Type of expenditure
Amount
Method of
payment
When due
To whom
payment is to
be made
Permits and Licenses
(Note 16)
$264,000 to $1,082,250
As required
As required
Government
Agencies
Miscellaneous Pre-Opening
and Project Management
Expenses
(Note 17)
$500,000 to $2,164,500
As agreed
As incurred
Suppliers
Contingencies
(Note 18)
$1,760,000 to $7,215,000
As agreed
As incurred
Suppliers
Additional Funds
(Note 19)
$900,000 to $1,300,000
As agreed
As incurred
Suppliers
Eforea Spa Initial Fee
(Note 20)
$0 to $25,000
Lump sum
As agreed
Us
Additional Funds for Eforea
Spa Implementation
(Note 21)
$0 to $4,950,000
As agreed
As incurred
Suppliers
Restaurant Brand Initial Fee
(Note 22)
$35,000
Lump Sum
As incurred
Us
Other Required Pre-opening
Services Fees
(Note 23)
$23,979 to $28,710
Lump sums
Before opening
Us
TOTAL
(Note 24)
$30,476,014 to $105,540,605
THESE FIGURES DO NOT INCLUDE REAL ESTATE COSTS, MARKET
STUDIES, INSURANCE, INTEREST OR SEPARATELY IDENTIFY THE
COST OF IMPROVEMENTS UNDER A CONVERSION, RE-LICENSING OR
CHANGE OF OWNERSHIP LICENSE.
YOUR ESTIMATED INITIAL INVESTMENT
DOUBLETREE SUITES HOTEL (250 ROOMS)
Type of expenditure
Amount
Method of
payment
When due
To whom
payment is to
be made
Franchise Application Fee
(Note 1)
$85,000
Lump sum
With Application
Us
Property Improvement Plan
(Note 2)
$0 to $10,000
Lump sum
Before we
prepare PIP
Us
Market Study
(Note 3)
Varies
As agreed
As incurred
Supplier
Environmental Assessment
(Note 4)
Varies
As agreed
As incurred
Supplier
Real Property
(Note 5)
Varies
As agreed
As agreed
Supplier
Construction and Leasehold
Improvements
(Note 6)
$17,600,000 to
$84,600,000
As agreed
As agreed
Suppliers
Designer and Engineering
Fees
$704,000 to $3,634,000
As agreed
As incurred
Suppliers
35 2024 US DOUBLETREE
Type of expenditure
Amount
Method of
payment
When due
To whom
payment is to
be made
Furniture, Fixtures and
Equipment
(Note 7)
$8,500,000 to $12,750,000
As required
As incurred
Suppliers
Inventory and Operating
Equipment
(Note 8)
$1,200,000 to $1,800,000
As required
As incurred
Suppliers
Signage
(Note 9)
$45,000 to $135,000
As required
As incurred
Supplier
Computer Hardware and
Software Systems
(Note 10)
$139,195 to $309,195
Lump sum or
as required
45 days before
opening
Us or Supplier
Guest Internet Access System
(Note 10)
$116,000 to $186,000
Lump sum or
as required
45 days before
opening
Supplier
Connected Room System
(Note 10)
$55,350 to $66,150
Lump sum or
as required
45 days before
opening
Supplier
Delphi Sales and Events
System
(Note 10)
$990 to $41,000
As required
As incurred
Supplier
Required Pre-Opening
Training
(Note 11)
$5,000 to $20,000
As required
As incurred
Us and
Suppliers
ADA Consultant Fee
(Note 12)
$2,500 to $15,000
Lump sum
On request
Supplier
Construction/Renovation
Extension Fees
(Note 13)
$0 to $10,000
Lump sum
On request
Us
Insurance
(Note 14)
Varies
As required
As arranged
Agent/Insurer
Organizational Expense
(Note 15)
$75,000 to $268,500
As agreed
As agreed
Accountant/
Attorney
Permits and Licenses
(Note 16)
$264,000 to $1,269,000
As required
As required
Government
Agencies
Miscellaneous Pre-Opening
and Project Management
Expenses
(Note 17)
$500,000 to $2,538,000
As agreed
As incurred
Suppliers
Contingencies
(Note 18)
$1,760,000 to $8,460,000
As agreed
As incurred
Suppliers
Additional Funds
(Note 19)
$900,000 to $1,300,000
As agreed
As incurred
Suppliers
Eforea Spa Initial Fee
(Note 20)
$0 to $25,000
Lump sum
As agreed
Us
Additional Funds for Eforea
Spa Implementation
(Note 21)
$0 to $4,950,000
As agreed
As incurred
Suppliers
Restaurant Brand Initial Fee
(Note 22)
$35,000
Lump Sum
As incurred
Us
Other Required Pre-opening
Services Fees
(Note 23)
$23,979 to $28,710
Lump sum
Before opening
Us
36 2024 US DOUBLETREE
Type of expenditure
Amount
Method of
payment
When due
To whom
payment is to
be made
TOTAL
(Note 24)
$31,976,014 to $122,535,555
THESE FIGURES DO NOT INCLUDE REAL ESTATE COSTS, MARKET
STUDIES, INSURANCE, INTEREST OR SEPARATELY IDENTIFY THE
COST OF IMPROVEMENTS UNDER A CONVERSION, RE-LICENSING OR
CHANGE OF OWNERSHIP LICENSE.
NOTES
1. See Item 5 for additional information about the Franchise Application Fee. The Franchise
Application Fee in the table is calculated based on the room count shown in this table.
2. If you apply to convert an existing hotel to a Brand hotel or apply for a Change of
Ownership or Re-licensing, we charge a PIP fee to determine the upgrading requirements for the
hotel.
3. For all new Brand hotels, we recommend and may require a market study from a nationally
recognized independent firm which discusses the competition for your proposed hotel, together
with a minimum 5-year operating pro forma from you, based on the market study, showing your
anticipated operating results. While we do not require prospective franchisees who are converting
existing hotels to obtain a market study, occasionally we may encourage a prospective franchisee
to commission a market study to evaluate the economic consequences of Conversion. Our
acceptance of the market study with a pro forma is not a financial performance representation on
our part or a ratification of the projections by the consultant.
4. Before you purchase the land, you should, at a minimum, consider obtaining an
environmental assessment to determine the environmental condition of the land. Based on this
report, additional investigations and tests may be necessary before you make your purchase
decision. Many lenders will require an environmental assessment before lending purchase
money.
5. The estimates do not include the cost of the real property due to wide variations in costs
among geographic areas and at different sites. The cost of land for a hotel varies depending on
location, size, market prices in the area, accessibility, and special assessments, among other
factors. If you are converting an existing hotel that you already own or lease, you may have no
additional real property costs.
6. These estimates relate to a hotel with the elements we require (food and beverage,
recreational, and other facilities as applicable). These estimates do not take into account local
requirements such as earthquake requirements or impact fees. Your actual expenditures will
depend on many variables, such as the size and location of the real property, the quantity and
quality of the items being purchased, the terms on which the purchases are made, and fluctuations
in material and labor costs. You may also elect to lease certain items such as the real property.
In New Development, building construction costs vary greatly from region to region depending on
material and labor costs and other variables. In Conversions, the renovation costs will vary
depending on the age of the facility (including code compliance), performance-based
requirements (including fire & life safety systems and strategy); the use of the existing facility (an
existing hotel or an Adaptive Reuse), the condition of the facility (including the physical integrity
of the structure and envelope), and the state of all accoutrements (including the furniture, fixtures,
37 2024 US DOUBLETREE
equipment, and finishes) in relationship to conformance with our Brand Standards. You are
encouraged to independently investigate, before executing the Franchise Agreement, the cost of
all such items as they will specifically affect your investment.
7. This is an estimate for the total cost of furnishing a Brand hotel in the size shown. The
cost of furniture, fixtures and equipment will depend on the number and type of guest rooms (for
example, double rooms versus king rooms), the extent of the food and beverage service offered,
restaurants, lounges and supporting facilities. Estimates for new hotels include the cost of
furniture, fixtures and equipment for guest rooms, corridors, all public areas, kitchen equipment,
laundry equipment, and telephone systems. If you are converting an existing hotel, your costs
will most likely be lower, but you must conform guest rooms, public areas, the exterior, and all
other areas to our Brand Standards.
8. Inventory includes food and beverages and other immediately consumable items such as
fuel, soap, cleansing material, matches, stationery and similar items. Operating equipment
includes such items as chinaware, glassware, linens, silverware and uniforms.
9. Signs include freestanding signs and primary identification for the building. The amount
includes installation, freight, foundation and wiring. You must install, display, and maintain
signage displaying or containing the Brand and other distinguishing characteristics in accordance
with plans, specifications and standards we establish for System Hotels. You must purchase
exterior signage from a vendor currently licensed by us. You may contact us for a current list.
10. You must acquire and install the hardware and software for the required computer
systems, including the OnQ system, Guest Internet Access system, the GRO system, Delphi
Sales and Events system, Connected Room system, a Digital Floor Plan, and the Digital Key
system. The estimated costs to acquire and install each of these systems are shown totaled here
together, other than the Guest Internet Access system, the Connected Room system, and the
Delphi Sales and Events system, which are listed separately. The amounts shown here may be
different than the amounts shown in Item 5 because the amounts shown here also include costs
that are payable to third parties. The operating costs during the initial period are included in the
Additional Funds line in this table. See Items 5, 6, and 11 for details.
11. We will provide the required training programs required under the terms set forth described
in Items 5 and 11 of this Disclosure Document. You are responsible for the costs of training
materials, and travel and living expenses while training. We may charge additional training costs
based on the number of personnel that require training.
12. If you want to engage in a Permitted Transfer, Conversion, Re-licensing or Change of
Ownership Transfer for the hotel, we may require you to complete an independent survey
conducted by an ADA consultant to determine the hotel’s compliance with the ADA.
13. Your Franchise Agreement contains a deadline by which construction or renovation work
must begin. After the expiration of any automatic extensions without a fee, you may request a
further extension of this deadline and must pay the applicable fee if we approve your request.
14. You must maintain the minimum levels and types of insurance specified in the Manual at
your expense. This insurance must be with insurers having minimum ratings we specify; name
as additional insureds the parties we specify in the Manual; and carry the endorsements and
notice requirements we specify in the Manual. Insurance premiums vary widely by reason of
location, size of hotel and type of coverage purchased and cannot be estimated.
38 2024 US DOUBLETREE
15. Actual cost depends on work done by an accountant and attorney, and standard regional
rates.
16. The licenses and permits you must obtain to operate your Hotel vary depending on the
state, county or other political subdivision in which the hotel is located.
17. You may incur pre-opening expenses for additional personnel training; sales;
administrative and general expenses; project management; technical services; advertising;
security deposits, utility deposits, and opening festivities. Because there are so many variables
for an existing hotel, we cannot estimate these pre-conversion expenses for a franchisee
converting an existing hotel.
18. “Contingencies” means unanticipated construction cost overruns and other unanticipated
expenses. Because there are so many variables for an existing hotel, we cannot estimate these
pre-conversion contingencies for a franchisee converting an existing hotel. We recommend that
you assume it will be at least 10% of construction costs.
19. This estimates your initial operating expenses for 3 months after opening, including payroll
costs. These figures are estimates only and you may have additional expenses starting the
business. Your costs will depend on such factors as your management decisions, local economic
conditions, competition, and how quickly occupancy rates increase after opening.
20. The initial fee is paid only if you are installing an eforea spa in your Hotel.
21. The low estimate assumes you are not opening a spa. The high estimate includes the cost
to build out and equip the spa to current eforea spa standards, whether you are installing an
eforea spa or another spa concept. Costs may be greater for a Conversion hotel.
22. This initial fee applies only if you choose to use a Restaurant Brand for the operation of a
restaurant or bar at your Hotel. The Restaurant Brands are designed to fall within the cost
estimates for developing and opening a standard prototype hotel with a restaurant or bar (as part
of either a New Development or a Conversion) as outlined in this Item 7. If you choose a
Restaurant Brand for your Hotel, we may offer additional optional services for additional costs.
See Item 1 for details.
23. See Item 5 for more information on required pre-opening services fees.
24. In compiling these estimates we relied on Hilton's 60+ years of experience in operating
or franchising hotels. With respect to an eforea spa, we relied on Hilton’s experience over the last
6 years in operating eforea spas in the US. You should review these figures carefully with a
business advisor before making any decision to purchase the franchise. The expenses shown in
these charts are for typical New Development and Conversion hotels of the type and size shown.
In a Conversion, your costs will depend on the type and condition of your existing hotel, its age,
physical structure and quality of furnishing. Because there are so many variables involving any
particular existing hotel, we can give no average cost.
ITEM 8
RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES
This Item describes your obligations to buy or lease products or services from us or our designees,
from suppliers we permit you to use, or in accordance with our specifications.
39 2024 US DOUBLETREE
General Requirements
All franchisees must build, design, furnish, equip and supply their hotels in accordance with the
Standards (as defined in the Franchise Agreement). The Standards for the hotel are compiled in
our standards manual ("Manual") and, if you construct an eforea spa, then also in the eforea spa
Manual, and if you utilize a Restaurant Brand, then also in the Restaurant Brand Guidelines. We
regularly review, modify, and implement product and service Standards. We may periodically
modify and update Standards to reflect operational requirements, advances in technology,
improved methods of manufacture, new materials, structures and decor, new products, improved
prices and other factors. We currently issue, modify and update specifications in the form of
updates to the Manual. We may periodically require you to maintain, replace, modernize,
rehabilitate, and/or upgrade your Hotel’s fixtures, furnishings, equipment, fittings, signs, computer
hardware and software and related equipment, supplies, and other items to meet our then-current
Standards. We may utilize specific schedules for this purpose as part of the Standards
(“Renovation Schedules”), which we may modify at any time. These Renovation Schedules may
be provided to you under our Fixed Renovation Cycle Management (“FRCM”) program or any
other program in accordance the Standards in the future. You are required to comply with any
Renovation Schedule that applies to your Hotel. You are responsible for the costs of complying
with any such Renovation Schedule, as well as any other changes that are necessary for your
Hotel to remain in compliance with the Standards.
You must comply with our Standards regarding the purchase of products and services for use at
and for your Hotel, including furniture, fixtures, equipment, amenities, food and beverages,
operating supplies, consumable inventories, merchandise to be used at and/or sold from the
Hotel, signs and graphics, uniforms, materials with logos, advertising materials, on-property guest
materials, together with our required systems, programs, services, and related computer and
technology platforms for property management, inventory management, revenue management,
affiliation and distribution programs, frequent customer and loyalty programs, guest assistance,
customer satisfaction measurement, online check-in, digital room keys, in-room entertainment
and conveniences, internet access, telecommunications and telephone systems, long distance
services, and any and all other systems, programs, products and services used for the operation
of the Hotel, including our specifications for all supplies. You must also maintain acceptable
product quality ratings at your Hotel and maintain the Hotel in accordance with the Standards. In
some cases, we may require you to purchase a particular brand or type of product, fixture,
furniture, equipment, or service, but you may purchase it from any authorized source of
distribution.
Purchases through Hilton Worldwide and its Affiliates
No officer of ours owns a material interest in any approved supplier.
You must purchase Hilton’s proprietary computer software, currently OnQ, from Hilton or HSS.
You must purchase items bearing our logo, trademark or service mark from a supplier approved
by us. We may derive profit from such sales.
We did not sell any goods, services or supplies to our franchisees in 2023. Hilton collects money
for the Hilton Honors program for all of our brands, but transmits this money to Hilton Honors
Worldwide and we do not record it as revenue. For the fiscal year ended December 31, 2023,
Hilton and its other affiliates (including Hilton Honors Worldwide) had revenues from sales of
goods, services, computer systems and/or supplies to franchisees of Hilton’s subsidiaries of
40 2024 US DOUBLETREE
$1,022,902,170 (for clarity this excludes royalty and program fees, pass-through commissions,
and the HSM amounts described below).
HSM, a wholly-owned subsidiary of Hilton, negotiates with third-party manufacturers and suppliers
for the distribution of hotel furniture, furnishings, fixtures, equipment and supplies, certain food
and beverage supplies, and certain hotel services. You may but are not obligated to purchase
specified items from HSM or such third parties, except as described in this Disclosure Document.
HSM seeks to negotiate lower prices and preferred terms with manufacturers and suppliers, and
then passes these benefits on to franchisees. HSM cannot guarantee that every item sourced
under its program will provide a lower cost or better terms than are otherwise available in the
market. HSM may negotiate purchase arrangements with manufacturers and suppliers for the
benefit of our franchisees, all System Hotels, all Network Hotels, or any subset of each.
Occasionally, HSM may negotiate special purchase arrangements with manufacturers and
suppliers for franchisees or their management companies that operate multiple hotels. HSM may
also permit competitor hotels or their management companies to participate in its purchase
arrangements. This is done to help increase HSM’s overall purchasing volume and bargaining
power.
Except as discussed below, you may purchase the furniture, fixtures, and equipment (“FF&E”)
and other supplies for your Hotel from any source as long as the Standards are met. However,
in the future, we may require you to purchase FF&E and supplies from a supplier approved by us,
or we may require you to purchase a particular brand or model of supplies or equipment that is
available only from one source, and we may derive revenue as a result of those purchases.
If you are operating an eforea spa, you must sell all the products we specify and perform the spa
treatments we require. If you are opening a spa under a concept other than eforea, you must use
an approved third-party management company. We and our affiliates may derive revenue from
manufacturers and suppliers in the form of administrative fees and rebates as described in this
Item 8, and from any third party that we approve to provide products or services to your spa.
If you utilize a Restaurant Brand in the operation of a restaurant or bar at your Hotel, you must
offer the types and quality of food and beverage menu items that we require. We do not require
that you offer any specific menu items or use any specific recipes, ingredients, kitchen equipment,
or cooking methods. However, we may disapprove any menu item that you propose if we
determine that it is inconsistent with the Restaurant Brand identity, concept, or theme. We do not
place any additional restrictions on your sources of supplies for restaurants that utilize a
Restaurant Brand, other than those that apply to restaurants and food and beverage outlets under
the Brand Standards generally (including any that may apply to room service, catering, and other
services). We and our affiliates may derive revenue from suppliers in the form administrative fees
and rebates as described in this Item 8.
HSM has various discount agreements with manufacturers and suppliers, under which it receives
rebates and allowances based on the total volume or sales purchased from the manufacturer.
These fees include sales to franchisees by the manufacturers and in some cases, through
suppliers. HSM also receives certain volume and national account marketing allowances from
manufacturers in connection with the sale to franchisees of certain items, such as coffee, soft
drinks, cleaning compounds, and paper products.
In addition, for 1 of our brands, Tru by Hilton, HSM is an optional approved procurement agency
and may receive fees for providing procurement services. For 2 of our other brands, LivSmart
Studios by Hilton and Spark by Hilton, HSM is the required procurement service provider.
41 2024 US DOUBLETREE
For the fiscal year ended December 31, 2023, HSM had revenues of $13,851,033 in rebates and
allowances on purchases made by franchisees of all of our brands.
For the fiscal year ended December 31, 2023, HSM had revenues from sales of goods, services
and/or supplies to franchisees of all of our brands of $2,410,325. In addition, HSM receives cash
discounts for early payment on orders it places with manufacturers and suppliers to fill purchase
orders placed with it by franchisees of all of our brands.
HSM negotiates pricing and purchasing terms with manufacturers and suppliers for the benefit of
our System. HSM may receive an administrative fee from manufacturers and suppliers that is
between 0.5% and 7% of the purchases made by our franchisees (depending on the specific
item). For the fiscal year ended December 31, 2023, HSM had revenues of $27,328,149 in
administrative fees on purchases made by franchisees of all of our brands.
If you want to use a product, or a particular brand or model, that has not been specified as having
met our standards, or if you want to purchase from an unapproved supplier an item that must be
purchased from an approved supplier, then you can submit a written request for us to approve
the product or supplier. We may require certain information or samples which you must provide
at your expense. We will review all of the pertinent information. While we have no obligation to
respond within a certain timeframe, our review typically takes 60 days to complete. We do not
provide any material benefit (such as license renewal or the grant of additional licenses) to a
franchisee based on a franchisee’s use of designated or pre-approved suppliers (the Franchise
Agreement is non-renewable).
We evaluate suppliers based on many factors, including: (i) the quality and cost of the products
and/or services; (ii) the supplier’s established history in serving the System with products that
consistently meet or exceed the standards and specifications as set forth in the Manual; (iii) the
level of support and recognition of the supplier by us and our franchisees, as well as the System’s
demand for those products/services; and (iv) the supplier’s ability to service the needs of the
System. A portion of the revenues collected from rebates, administration fees and purchasing
fees is used to offset the cost of establishing the purchasing programs and supporting the
operating expenses of HSM.
Our affiliate, Hilton JV Acquisition LLC, currently holds a non-controlling equity interest in
Groups360 LLC (“Groups360”), which is a third-party vendor that provides lead generation,
advisory, and marketing services to the hotel industry (including us, our System hotels, and
competitors) for group and event business. Groups360 receives fees and commissions for the
services it provides. As an equity owner, our affiliate may receive pro-rata share of distributions
from Groups360. Neither we nor any of our affiliates receive any other direct or indirect fees,
rebates, discounts or other benefits from Groups360 in connection with purchases made by our
franchisees.
Signage
You must install, display, and maintain signage displaying or containing the Brand and other
distinguishing characteristics in accordance with plans, specifications and standards we establish
for System Hotels. You must purchase exterior signage from a vendor currently licensed by us.
You may contact us for a current list in your area.
42 2024 US DOUBLETREE
Reservation Service
You must use the Reservation Service for reservation referrals. You must also purchase computer
terminal equipment and software compatible for use with the Reservation Service. The computer
equipment and software you purchase for OnQ satisfies the requirement that you purchase
computer equipment and software compatible with the Reservation Service. Although you must
use the Reservation Service, you may also use other reservation services to refer reservations to
(but not by or from) your Hotel.
Business Computer Systems
You must use our required business computer systems, which we may periodically change.
Currently, we require you to use OnQ, which connects System Hotels to Hilton’s reservation
offices and travel planners worldwide. For OnQ you must have certain hardware, software,
installation, and support. We also require you to use our required Guest Internet Access System.
For Guest Internet Access you must have certain hardware, software, an internet access circuit,
and internet service. In addition, you must have the Connected Room system, the GRO system,
the Delphi.fdc system, a Digital Floor Plan, and Digital Key system that meet our Standards and
specifications. All of these components must be acquired from either HSS or preferred providers,
or may be acquired from other (non-preferred) vendors, depending on the specific product or
service and the individual circumstances of your Hotel. We will provide you with our Standards
and specifications as appropriate. At certain times there might be only one approved software
vendor for certain applications, such as the GRO system and the Delphi.fdc system. See Items
5, 6, and 11 for details. In the future, any of the products or services may be manufactured or
provided by an approved supplier who is also our client or supplier. See Item 8 above regarding
HSS and other affiliate revenues related to the required business computer systems.
Promotional Programs
We may develop promotional programs with third-party companies that feature those companies’
branded products or services being offered or used by our System Hotels. By way of example,
we have collaborated with Tesla Inc., in connection with our electric vehicle (EV) charging
program, and with Mars Petcare and its family of pet care brands in connection with our pet-
friendly hotel programs. We may launch, modify, and end any such promotional programs at any
time. We may require or permit your Hotel to participate in these promotional programs, which
can involve: (1) offering specified promotional program products or services to guests; (2)
participating in related marketing efforts; (3) following related operating Standards; (4) purchasing
and using certain related equipment and supplies; and (5) paying any fees or costs associated
with the promotional programs (if any). We may designate approved suppliers for any such
promotional programs or related products and services, and we and our affiliates may receive
fees, rebates, and other revenues from your purchases related to these promotional programs as
described in this Item 8.
Food and Beverage Consultant
We may require you to use an independent third-party food and beverage consultant (“Food and
Beverage Consultant”) that has been approved by us to develop your Hotel’s food and beverage
outlet concepts. In that event, you may not use a Food and Beverage Consultant that we have
not approved. Your Food and Beverage Consultant will assist you to design the concept, theme,
name and logo, menu items, trade dress, tableware and serving items, kitchen design and
equipment, linens, lighting coordination with approved Lighting Consultant, sound system
coordination with approved Audio Consultant, staff uniforms, operating supplies, and other
43 2024 US DOUBLETREE
elements of the operations and guest experience of each of your food and beverage outlets. Your
Food and Beverage Consultant must cooperate with us to ensure that your food and beverage
outlets are appropriate and meet our Standards. If you choose to utilize an optional Restaurant
Brand (described above) or to hire Hilton for food and beverage consulting services under the
StiR Creative Collective program (described below), this requirement will be deemed met for the
applicable food and beverage outlets. The estimated cost of these services before opening is
included in Item 7 above.
Lighting Consultant
We may require you to use an independent third-party lighting consultant (“Lighting Consultant”)
to develop the lighting design for all public areas throughout your Hotel. In that event, you may
not use a Lighting Consultant that we have not approved. The Lighting Consultant is responsible
for creating a lighting concept that delivers a Brand-appropriate experience consistent with your
Hotel’s market positioning, food and beverage outlets, and other amenities. Your Lighting
Consultant must cooperate with us to ensure that your lighting plans are appropriate and meet
our Standards. The estimated cost of these services before opening is included in Item 7 above.
Audio Consultant
We may require you to use an independent third-party acoustic or sound consultant (“Audio
Consultant”) to develop the acoustic and sound design for all public areas of your Hotel. In that
event, you may not use an Audio Consultant that we have not approved. The Audio Consultant is
responsible for creating a plan for sound management and guest audio experience that delivers
a Brand-appropriate experience consistent with you Hotel’s concept or theme, market positioning,
food and beverage outlets, and other amenities. Your Audio Consultant must cooperate with us
to ensure that your acoustic and sound design plans are appropriate and meet our Standards.
The estimated cost of these services before opening is included in Item 7 above.
Consultant Approval Process
For each of the above-described Food and Beverage, Lighting, and Audio Consultants, we do not
maintain a list of pre-approved consultants or a list of approval criteria for franchisees unless
otherwise stated above. We review each proposed consultant based on several factors including:
(1) the quality of their services; (2) an established history in serving the System or the hotel
market; and (3) recognition by us and our franchisees for prior work done. There is no specific
time period for approving or disapproving a consultant, however, we normally provide our
approval or disapproval within about 30 to 60 days. Currently, we do not charge any fee for
reviewing a proposed consultant, and we do not receive any revenue or other benefits from an
approved consultant based on your use of their services. We may disapprove any consultant at
any time in our discretion.
StiR Creative Collective
Hilton currently offers food and beverage consulting services under the StiR Creative Collective
program (“StiR”). These services are optional. You are not required to participate in the StiR
program. The specific consulting services that StiR offers may vary by the location and by the
type of food and beverage outlets in your Hotel. These services may include, for example: (1)
conducting a market study and preparing a feasibility report to identify opportunities and help you
define the objectives of your Hotel’s food and beverage program; (2) developing a comprehensive
food and beverage program proposing an identity and culinary direction for each food and
beverage outlet in your Hotel; (3) developing names, logos, branding, and supporting collateral
for each concept; and (4) consulting with you and your Hotel development project team to ensure
44 2024 US DOUBLETREE
that the architecture, interior design, kitchen and other back-of-house foodservice areas, lighting,
sound, and other elements provide the intended operational ability and guest experience. In
some cases, Hilton may also provide opening menus, recipes, training, and ongoing support after
opening. You would need to sign a consulting agreement for these services. In each case the
cost would vary, and would be agreed by you and Hilton based on the specific scope of services
that you select. By way of example, we anticipate that cost would be $65,000 to $175,000 for up
to 2 food and beverage outlets (1 full-service restaurant and 1 other bar or limited-service outlet)
in a DoubleTree Brand hotel.
General
Before we permit you to proceed with your plans for construction or remodeling of the hotel, and
any time you make changes that affect usability or access to your Hotel, your architect or other
applicable certified professional must certify to us that the hotel's plans and specifications comply
with all laws related to accessibility for those with disabilities, as further described in the Manual.
You may be required to complete an ADA Survey, in conjunction with an approved ADA consultant
and in the form required by us, to determine if the hotel is in compliance with the ADA within 30
days of our request. The process for completing the survey, and other requirements related to it,
will be set forth in the Manual. If requested, you must arrange for us and/or our affiliates to
participate in all progress meetings during the development and construction of the hotel, to have
access to all contract and construction documents for the hotel and to have access to the hotel
during reasonable business hours to inspect the hotel and its construction, completion, furnishing
and equipment for conformity to the finally-approved construction documents. However, we and
our affiliates have no obligation to participate in progress meetings or to inspect the hotel. Our
approval is not a representation of the adequacy of the plans and specifications, the structural
integrity, or the sufficiency of the mechanical and electrical systems for the hotel. When you begin
construction or conversion of the hotel and before your Hotel opens for business, both you and
your architect or general contractor must provide us with a certificate stating that the plans and
as-built premises comply with all applicable legal requirements relating to accessibility for those
with disabilities, as is further described in the Manual. If the hotel does not comply with the ADA,
you must submit a plan to the ADA consultant detailing the plan to bring the hotel into compliance,
the process relating to which is set out in the Manual. We may choose not to approve your
opening if your Hotel is not compliant with the ADA.
We currently estimate that the required purchases described above represent about 15% to 20%
of the cost to establish a new System Hotel and about 2% to 5% of operating expenses.
During the term of the Franchise Agreement and any term extensions, we may require you to
make additional expenditures and investments to maintain your Hotel in accordance with the
Standards, to comply with any applicable Renovation Schedule, and to remove any deficiencies
in your Hotel's operations. In addition to this general obligation, we currently require that you
complete a significant renovation of guest rooms/suites, corridors and public facilities, including
the replacement of all soft goods and case goods, at specific periodic intervals as required by the
Standards.
Except as stated above, we do not negotiate purchase arrangements with suppliers for the benefit
of franchisees. There are no purchasing or distribution cooperatives. We provide you with no
material benefits (such as license renewal or the grant of additional licenses) based on your use
of designated or permitted sources (the Franchise Agreement is non-renewable). Except as
described above, we presently receive no payments, discounts, rebates, credits or commissions
from any supplier based on your purchases from that supplier.
45 2024 US DOUBLETREE
ITEM 9
FRANCHISEE’S OBLIGATIONS
This table lists your principal obligations under the Franchise Agreement and other
agreements for a DoubleTree Brand hotel. It will help you find more detailed information
about your obligations in these agreements and in other Items of this Disclosure
Document.
Obligation
Section in Franchise
Agreement
Section in HITS
Agreement
Disclosure
Document Item
a. Site selection and
acquisition/lease
1, 5.1.15 and 5.1.16;
Addendum
Not applicable
7 and 11
b. Pre-opening purchases and
leases
1, 6.1.2, 6.2, 6.3;
Addendum
1.1 and 2.1; Order
Doc 1.1 to 1.11 and
4 to 10; Schedule B-
1
5, 6, 7, 8 and 11
c. Site development and other
pre-opening requirements
1, 5.1.17, 6.2, 6.3 and
6.5; Addendum
1.1
5, 6, 7, 8, and 11
d. Initial and ongoing training
4.1, 5.1.5
Order Doc 1.3
5, 6, 11 and 15
e. Opening
1 and 6.4;
2(a) of Spa Amendment;
2(a) of Restaurant Brand
Amendment
1.1
7 and 11
f. Fees
1, 4.1, 4.3, 4.5, 5.1.20,
5.1.27, 6.3.3, 6.4.2, 6.6.3,
8.1, 8.2, 8.3, 8.4, 8.5, 8.6,
8.7, 12.2.1.2, 12.2.2.1,
12.2.2.3, and 12.3.2;
Addendum 7 of Spa
Amendment; 7 of
Restaurant Brand
Amendment
1.1, 2.2, 4.3; Order
Doc 1.4, 1.10, 2.5,
3.1, 4.1 and 4.2;
Schedule B-2
5, 6, 7 and 16
g. Compliance with Standards
and Manual
1, 4.5, 4.8, 5, 6.1.4, 6.2
6.6.1 and 7.0; 2(b), 2(c),
6(a) and 6(c) of Spa
Amendment; 2(b), 2(c)
6(a) and 6(c) of
Restaurant Brand
Amendment
1.1, 2.1; Order Doc
1.2 and 7
8, 11, 13, 14, 15
and 16
h. Trademarks and Proprietary
Information
1, 5.1.14 and 9;
Addendum; 3 and 5 of
Eforea Spa Amendment;
3 and 5 of Restaurant
Brand Amendment
1.1, 2.1, 2.3; Order
Doc 7; Schedule A,
B-2
13 and 14
46 2024 US DOUBLETREE
Obligation
Section in Franchise
Agreement
Section in HITS
Agreement
Disclosure
Document Item
i. Restrictions on products and
services offered
5.1.17, 5.1.18, 5.1.22,
5.1.23 and 5.1.25; 8 of
Spa Amendment; 8 of
Restaurant Brand
Amendment
1.1
8 and 16
j. Warranty and customer
service requirements
5.1.8, 5.1.20 and 5.1.27
1.1
6, 8 and 16
k. Territorial development and
sales quotas
Not applicable
Not applicable
12
l. Ongoing product and service
purchases
1, 5.1.3 and 5.1.6; 3 of
Spa Amendment; 3 of
Restaurant Brand
Amendment
2.1
6 and 8
m. Maintenance, appearance
and remodeling
requirements
5.1.4 and 6.6; 3 of Spa
Amendment; 3 of
Restaurant Brand
Amendment
2.1; Order Doc 2,
4.2; Schedule A, B-
2, I
8 and 11
n. Insurance
5.1.21
1.1; Schedule B-1
6 and 7
o. Advertising
5.1.7, 5.1.13, 5.1.19 and
5.1.20; Addendum; 6(c)
of Spa Amendment; 6(c)
of Restaurant Brand
Amendment
1.1
6 and 11
p. Indemnification
1 and 14; Guaranty
1.1, 5.4
6
q. Owner's participation,
management and staffing
1, 4.3, 5.1.24, 5.1.26, 7.1
and 15.1; Addendum
Not applicable
15
r. Records and reports
10.1 and 10.2;
Addendum; Guaranty
1.1; Article 3
Not applicable
s. Inspections and audits
4.5 and 10.3; Addendum
1.1; Article 3
6 and 8
t. Transfer
1 and 12; 8 of Spa
Amendment; 8 of
Restaurant Brand
Amendment
2.1
17
u. Renewal
Not applicable
Not applicable
17
v. Post-termination obligations
13.6; 10 of Spa
Amendment
1.1, 4.2;
Schedule B-2
17
w. Non-competition covenants
5.1.28, 7.2 and 7.3
1.1
17
47 2024 US DOUBLETREE
Obligation
Section in Franchise
Agreement
Section in HITS
Agreement
Disclosure
Document Item
x. Dispute resolution
16.2.1, 16.2.2
1.1; Schedule C-1
17
y. Other: Guaranty of
franchisee’s obligations
1, 5.1.15, 8.6 and
Guaranty
1.1
15
z. Other: Liquidated Damages
6.4.4.1 and 13.4
1.1
17
ITEM 10
FINANCING
Other than the development incentive program described below, we generally do not offer direct
or indirect financing for franchisees. We may negotiate these incentives when business
circumstances warrant. The incentive program may be modified, limited, extended or terminated
at any time without advance notice or amendment of this Disclosure Document.
We generally require payment of the Franchise Application Fee in a lump sum when you submit
your Application, but we may occasionally allow payment of the Franchise Application Fee in
installments over a limited time period before the start of construction work on your Hotel. If we
do so, we will not charge interest, or require a security interest over the installment period, or have
you sign a note. You may prepay the unpaid amount of the Franchise Application Fee at any time.
If there is a default under the Franchise Agreement, the outstanding payments are accelerated
and become your immediate obligation, along with any court costs and attorneys’ fees we incur
for collection.
We may, in our sole discretion, offer incentives for new hotels (“Incentives”). An Incentive is a
financial contribution that we make to assist with the development or conversion of your Hotel. To
receive an Incentive, you and your principals must sign a development incentive note (“Note”) in
the form attached as Exhibit D-2 when you sign the Franchise Agreement. An Incentive does not
have to be repaid, unless the franchise terminates before the end of the Term or a transfer occurs
as described below. The Incentive will be disbursed to you within 30 days after the Hotel opens
with our consent, as long as: (a) there have been no material adverse changes in the business,
legal, litigation, bankruptcy status or finances of you, any guarantors, or the project since we
granted approval; (b) you have completed any required PIP; and (c) you have paid the Franchise
Application Fee.
An Incentive is not a loan, it is a contingent liability. If your franchise terminates before the end of
the Term you must pay us the then-current repayable amount of the Incentive. If you transfer your
Hotel you must also pay us the then-current repayable amount of the Incentive, unless we permit
the transferee to assume your obligations under the Note. In that case we may require the
transferee to provide us with such additional security as we deem appropriate. The repayable
amount of the Incentive decreases over time. For each year that the Hotel is open, the repayable
amount is reduced by an equal annual percentage of the Term. For example, if the franchise has
a 10-year Term, the repayable amount is reduced by 1/10
th
of the original amount annually. If the
franchise has a 20-year term, the repayable amount is reduced by 1/20
th
of the original amount
annually. An Incentive bears no interest. However, if an Incentive becomes repayable and
payment is not made in full when due, the outstanding amount is subject to interest at 1.5% per
month or the highest rate allowed by law. We may reduce the amount of the Incentive that we
48 2024 US DOUBLETREE
disburse to you by any amount that you or your affiliates owe to us or our affiliates, and this will
not affect the calculation of the amount repayable to us. We may grant renewals, extensions,
modifications, compositions, compromises, releases or discharges of other parties without notice
to any guarantor or co-maker. You may not use any portion of the Incentive to make, offer, or
authorize any Improper Payment or engage in any act violating any Anti-Corruption Law. If we
reasonably believe that you have used the Incentive in violation of any Anti-Corruption Law, you
must cooperate with our reasonable requests for information and permit us to inspect all books
and records pertaining to your Hotel.
We generally do not offer any other financing or guarantee any note, lease, or other obligations.
However, in unique or rare circumstances we may choose to offer other types of financing such
as, for example, a mezzanine loan or a guaranty of your note, lease, or other obligations. In that
event, the arrangements we offer would be based on the unique circumstances and financial
situation of your Hotel. As a result, we cannot determine in advance the key terms such as, for
example, the amount, term, repayment obligations, interest, fees, costs, penalties, security
interests, default provisions, and other conditions or requirements. We also cannot determine in
advance the type of documentation that would be required such as, for example, notes,
guarantees, security agreements, mortgages, deeds, assignments, equity pledges, credit letters,
intercreditor agreements, or other instruments. We do not have sample forms of these types of
documents. These documents and each of their terms would be agreed at the time of origination.
ITEM 11
LICENSOR'S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS AND TRAINING
Except as listed below, we are not required to provide you with any assistance.
We may provide any of these services through our employees and representatives, through our
affiliates or through any third-party provider we designate.
Hilton will, at all times acting on our behalf, discharge all of our duties and obligations under Brand
franchise agreements governing hotels situated in the US, including: discharging all of our
obligations to franchisees; managing the Brand and the System; marketing, offering and
negotiating new franchise agreements (including New Development, Relicensing, and Change of
Ownership franchise agreements) as our franchise broker; furnishing assistance to Brand
franchisees in the US; implementing our quality assurance programs; and, otherwise on our
behalf, discharging all duties we owe under franchise agreements governing Brand hotels in the
US.
Hilton or its affiliates employ all the persons who will provide services to you on our behalf under
the terms of your Franchise Agreement. If Hilton fails to perform its obligations, then Hilton may
be replaced as the franchise service provider. However, as the Franchisor, we will always be
responsible for fulfilling all our duties and obligations under your Franchise Agreement.
Pre-Opening Phase Obligations
After we approve your Application and/or you sign the Franchise Agreement, but before you open
your business:
1. We will loan to you a copy of our Manual and/or provide you with electronic access to the
Manual on the Hilton Intranet resources library. The Manual is confidential and is the property of
our affiliate, Hilton International Holding LLC, a Delaware limited liability company (“HIH”)
49 2024 US DOUBLETREE
(Franchise Agreement, Section 4.6). References to the Manual include the Standards, which
include all standards, specifications, requirements, criteria, and policies that have been and are
in the future developed and compiled by us for use by you in connection with the design,
construction, renovation, refurbishment, appearance, equipping, furnishing, supplying, opening,
operating, maintaining, marketing, services, service levels, quality, and quality assurance of
System Hotels, including the hotel, and for hotel advertising and accounting, whether in the
Manual or in the Franchise Agreement or other written communication (Franchise Agreement,
Sections 1.0 and 4.6). The Standards do not include any personnel policies or procedures that
we may, at our option, make available to you in the Manual or other written communication. You
may, in your sole judgment, determine to what extent, if any, any such personnel policies or
procedures might apply to the Hotel or Hotel site. The current table of contents of the Manual is
attached as Exhibit H-1.
2. Before you retain or engage an architect, interior designer, general contractor and major
subcontractors, we will review your selection, and you must obtain our prior written consent
(Franchise Agreement, Section 6.1.1).
3. We will review the plans, layouts and specifications, drawings and designs for constructing
and furnishing your Hotel, including guest room areas, and grant or deny approval, which may be
conditioned on your architect or other certified professional certifying to us that the Plans comply
with all laws related to accessibility for those with disabilities. You may not start construction until
you receive our approval. Once you receive our approval, you may not make any changes to the
plans without our advance consent (Franchise Agreement, Sections 6.1.2, 6.1.3 and 6.1.4).
4. We will review and approve or disapprove your proposed management of the hotel.
(Franchise Agreement, Section 7.0). In evaluating the proposed management, we look at the
proposed management organizational structure, prior experience and performance in managing
similar first-class, full-service or focused-service hotels, as well as other relevant factors. If we do
not approve your proposed management, then we will require you to hire a professional hotel
management company satisfactory to us to manage the hotel for at least the first year of
operations. At the end of the year, if you request it, we will reevaluate this requirement.
5. We will provide you with the HITS Agreement (which will be countersigned by HSS) before
you open your Hotel. The HITS Agreement governs your access to and use of OnQ, our
proprietary computerized business system which is an integral part of the System we license to
you (see Computer System below). The HITS Agreement also governs the installation and on-
going support and maintenance of your Guest Internet Access service (HITS Agreement, Exhibit
G).
6. We will make available to you for use in your Hotel various purchase, lease, or other
arrangements with respect to exterior signs, operating equipment, operating supplies and
furnishings, which we or Hilton may have and which we make available to other Brand franchisees
(Franchise Agreement, Section 4.7).
7. If you open an eforea spa with your Hotel, before your spa opens, we or one of our affiliates
will provide you with the eforea design and construction guidelines, a collateral suite and spa
menus (Spa Amendment, Section 4). We will also loan to you a copy of the eforea spa Manual
and/or provide you with electronic access to the eforea spa Manual on the Hilton Intranet
resources library. The eforea spa Manual is confidential and is the property of our affiliate, HIH
(Franchise Agreement, Section 4.6). The current Table of Contents of the eforea spa Manual is
attached at Exhibit H-2. We will also provide you with a list of approved suppliers and
50 2024 US DOUBLETREE
specifications for required operating equipment, products, supplies and furnishings in the spa.
(Spa Amendment, Section 4).
8. If you open a restaurant or bar at a Hotel that uses a Restaurant Brand, before opening
we or one of our affiliates will provide you with the Restaurant Brand menu templates, design and
visual identity guides, and supporting collateral for the concept, and we will also consult with you
on the design and build-out of your restaurant or bar. (Restaurant Brand Amendment, Section 4).
We will also loan to you a copy of the Restaurant Brand Guidelines or provide you with electronic
access to Restaurant Brand Guidelines on the Hilton intranet resources library. The Restaurant
Brand Guidelines are confidential and the property of our affiliate, HIH (Franchise Agreement,
Section 4.6). The current Table of Contents of the Restaurant Brand Guidelines is attached at
Exhibit H-3.
9. We will specify initial and ongoing required and optional training programs (Franchise
Agreement, Section 4.1). You must pay a fee for these programs and the training materials. You
must also pay for travel, lodging and other expenses associated with training (see Training below).
We are not obligated to assist you with locating, purchasing or leasing a site for your Hotel.
Computer System
You must use our required business computer system, which we may periodically change
(Franchise Agreement, Sections 5.1.3 and 5.1.6). Currently, we require you to use “OnQ
,” which
connects System Hotels to Hilton’s reservation offices and travel planners worldwide. OnQ is
comprised of proprietary components for reservations, property management, revenue
management, rate & inventory management, forecast management, learning management, and
other components we consider necessary to support the following activities: reservations,
distribution, sales, customer relationship management, hotel operations, and business
intelligence gathering and analysis. The complete OnQ package currently includes hardware,
software, installation, and support. We also require you to use our required Guest Internet Access
System, which we may periodically change. The components of each are described below, and
the cost estimates are based on a standard prototype Brand hotel.
The OnQ System
OnQ Hardware and Software. You must use authorized hardware and the required software for
the OnQ system. You may acquire the authorized hardware from HSS or its preferred providers,
or you may purchase or lease it through other third-party providers. If you acquire the hardware
from another (non-preferred) third party, you must also pay HSS for its reasonable expenses in
determining that it conforms to our specifications. You must also pay for all necessary
communications vehicles for OnQ (wide area network connections, electronic mail, and Internet
connections), along with the installation and configuration costs, and travel and other expenses
of the employees and vendors who perform the installation and configuration services. You are
required to license the OnQ software from our affiliate, HSS. HSS is the only supplier of the OnQ
software because of its proprietary nature. We are not able to determine a separate market price
because there is no third-party market for this product. You must pay for the reasonable travel
and other expenses of HSS employees and vendors who install and maintain the software. If you
purchase the standard hardware and software from HSS, it will cost between $133,395 and
$303,395. This includes hardware, software, installation and certain other costs and fees, and is
based on the size of the hotel and number of workstations. These fees are not refundable.
51 2024 US DOUBLETREE
About 90 to 120 days before your Hotel opens, you must sign the agreement for OnQ (HITS
Agreement) and/or other related agreements we require, which will govern your access to and
use of the OnQ system. The current HITS Agreement is attached as Exhibit G. You must also
purchase certain software licenses such as Windows Server operating systems and related client
access licenses, database applications, and virus detection and removal tools. Where applicable,
these licenses must be purchased through existing enterprise agreements HSS has in place with
vendors such as Microsoft. HSS will invoice the Hotel for such purchases. You may purchase
other software not covered by enterprise agreements from other third-party suppliers. Costs of
these licenses may vary based on the number of users or computers at your Hotel and other
factors.
OnQ Connectivity. The cost for OnQ connectivity is billed to you by HSS, and costs between
$1,485 and $2,150 per month. Billing will begin when your Hotel’s internet access circuit is
installed, about 45 days before opening. These fees are not refundable (see HITS Agreement,
Order Document Section 1.7).
OnQ Start Up. You must have one or more Systems Implementation Consultants (“SICs”) on site
for your Hotel’s opening. HSS determines the number of SICs and the number of days they will
be on site based on size and type of hotel. Any delays in opening will cost $700 per SIC per day
for each additional day, plus the SICs’ travel expenses. If the delay results in the departure and
re-scheduling of the SICs’ on-site service period, a $2,000 re-scheduling fee would be charged
plus the SICs’ additional travel expenses. These fees are not refundable (see HITS Agreement,
Order Document Sections 1.6 and 1.11).
Hardware and Software Maintenance and Support. HSS provides maintenance upgrades on OnQ
software. In addition, you must sign a hardware maintenance contract for OnQ hardware and you
must pay the first month’s fee within 30 days after shipment of the hardware. The cost varies
based on the size of the hotel and number of workstations. In 2023, these fees ranged from $2,400
to $7,050 per month ($28,800 and $84,600 per year). These fees are not refundable (see HITS
Agreement, Schedule B-2).
OnQ Additional Rooms Fee. If you add or construct additional guest rooms/suites at your Hotel
at any time after you sign the Franchise Agreement, you must pay HSS a fee for each additional
room/suite that is added when it is complete. This fee is currently $120 per guest room/suite and
is not refundable.
OnQ Additional Interface Fee. If you add additional OnQ interfaces any time after your Hotel is
opened, you must pay HSS a fee for each additional interface. This fee is currently $1,000 per
interface and is not refundable.
OnQ System Refresh. You must update and upgrade (“refresh”) the OnQ system at least every
3 years or such longer period as we may designate. We may also require the OnQ system to be
refreshed in connection with a Change of Ownership or Relicensing, when a new franchise
agreement is signed. We anticipate that cost of this to be the same or less than the cost of the
original installation (but not including any elements that were needed for the original installation
only).
We will have independent access to the information that will be generated by or stored in the OnQ
system. There are no contractual limitations on our rights to access this information. We may
change the way in which data is delivered to System Hotels in our sole judgment as changes are
52 2024 US DOUBLETREE
made to the architecture of the OnQ system or other business computer systems that we may
require (Franchise Agreement, Sections 5.1.3 and 5.1.6).
Guest Internet Access System
You must provide internet access for all guest rooms, meeting rooms, and public spaces at your
Hotel in accordance with our Standards (“Guest Internet Access”) (Franchise Agreement,
Sections 5.1.3 and 5.1.6). Currently, our approved Guest Internet Access program is called
“StayConnected.” You must install certain hardware and software, an internet access circuit, and
subscribe to an internet access service to meet this requirement.
Guest Internet Access Hardware and Software. The hardware and software for Guest Internet
Access will be provided by, installed by, and maintained by our preferred providers. In addition to
the hardware and software costs, you must pay for all necessary communication vehicles (phone
lines, network connections), installation and configuration costs, and travel and other expenses
of the vendors who perform the installation and configuration services. We estimate that it will
cost between $116,000 and $186,000 for Guest Internet Access hardware, software, installation,
and certain other costs and fees, excluding taxes or structured cable and cabling installation.
Guest Internet Access Circuit. You must install a Guest Internet Access circuit that meets our
specifications, and pay for the ongoing cost of using the circuit from a preferred provider. You
must arrange for procurement of the monthly service for the required connection locally. The cost
will depend on the circuit size, type, and the physical location of your Hotel. Currently, we estimate
that these together will cost between $1,195 and $4,900 per month ($14,340 to $58,800 per year).
These fees are normally not refundable.
Guest Internet Access Service. You must also arrange and pay for the ongoing Guest Internet
Access service. You must purchase this service from a preferred provider. The cost will depend
on your Hotel’s size and number of meeting rooms. Currently, we estimate that it will cost between
$750 and $2,250 per month ($9,000 to $27,000 per year). This estimate includes the monthly
service for the 24x7 call center support and equipment break-fix maintenance. Your costs will
depend on your Hotel’s size and number of meeting rooms. These fees are normally not
refundable.
Guest Internet Access Refresh. You must refresh the Guest Internet Access system at least every
4 years. We may also require the Guest Internet Access system to be refreshed in connection
with a Change of Ownership or Relicensing, when a new franchise agreement is signed. We
anticipate that cost of this to be the same or less than the cost of the original installation (but not
including any elements that were needed for the original installation only).
Connected Room System
We may require you to install our “Connected Room” system, which enables streaming media
and permits guests to use their smart phones and other personal mobile devices to control their
guest room television and other conveniences such as lighting and temperature using the Hilton
Honors App. This system requires a control module that is connected to each in-room television
along with certain electrical fixtures such as light switches and thermostats, which you must
purchase from us or our approved vendors. The cost of this system is currently between $55,350
and $66,150, and the cost of the electrical fixtures is competitive with equivalent standard
fixtures. The initial installation costs are paid to the vendor before opening. You must also have
maintenance and support from us or an approved vendor, which is paid to us and currently costs
53 2024 US DOUBLETREE
between $980 and $1,090 per month ($11,760 to $13,080 per year). These costs are normally
not refundable.
GRO System
You must install our required Global Revenue Optimization (“GRO”) system. The GRO system is
an online application that utilizes third-party software to provide pricing recommendations for your
Hotel based on robust data analytics and forecasting. The GRO system integrates with the OnQ
system for ease of operation. You are not required to adopt the pricing recommendations provided
by GRO. Currently, the GRO system is based on a solution provided by Integrated Decisions and
Systems, Inc. (“IDeaS”), which provides maintenance and customer support services for the
application. We may provide additional support. There are no other approved vendors at this time.
We are not obligated to provide any maintenance or updates for the GRO system. The system is
updated and maintained centrally by IDeaS. We will have independent access to your Hotel’s
information stored in this system. There are no contractual limitations on our right to access this
information. You must pay for a portion of the installation costs of the GRO system at your Hotel,
which is currently about $3,800. Currently, you are not required to pay an ongoing fee to use this
system.
Digital Floor Plan
You must pay $2,000 for the preparation of a Digital Floor Plan for your Hotel. HSS will have the
Digital Floor Plan prepared by a local vendor. The floor plan will be used by us and our affiliates,
including Hilton Honors Worldwide, to allow Hilton Honors guests to choose their room from a
map of the hotel and enable digital check-in. This fee is paid to HSS before opening, and is not
refundable.
Digital Key
You must use our Digital Key system, which enables hotel guests to open their guest room doors
wirelessly (without a physical door key) through the Hilton Honors App. This effectively allows
guests to use their mobile phone as their room key. There is no separate charge for the Digital
Key system. The software for the system is within the OnQ system described above, and the
hardware consists of electronic door locksets and a programming device which are included in
the construction cost estimates in Item 7 above.
Delphi System
You must use Delphi.fdc, a cloud-based sales and events system powered by Amadeus
Hospitality, in a configuration we approve. The set-up costs of this system are between $990 and
$41,000. Additional set-up costs may apply, depending on implementation approach you choose
and the specific needs of your Hotel. You will pay the set-up costs to the vendor directly. You
must also pay annual license fees and maintenance costs of $858 per user per year, which
includes a 10% mark-up. You will pay the license fees and maintenance costs to HSS, which are
then passed through to the vendor. We keep the mark-up as reimbursement for our costs in
developing and maintaining Delphi.fdc for our Network Hotels. Depending on your Hotel’s
technology configuration, you may be required to utilize the MeetingBroker lead distribution
platform, which integrates with Delphi.fdc and other group booking systems. MeetingBroker is
also powered by Amadeus Hospitality. There are no separate fees for the MeetingBroker lead
distribution platform, although you may be required to sign a separate license agreement with
Amadeus Hospitality to use it. We are not obligated to provide any maintenance or updates for
54 2024 US DOUBLETREE
either of these systems. You must maintain and update them at your cost to remain in compliance
with the Standards. There are no limits on the frequency or cost of this obligation. We will have
independent access to your Hotel’s event sales information stored in these systems (including
accounts, inventory, bookings and other data). There are no contractual limitations on our right
to access this information.
Eforea Spa
If you open an eforea spa at your Hotel, you must obtain and use industry appropriate spa booking
software to schedule customer appointments, record customer information and transaction data,
take payments for services, create reports regarding your spa’s operations and create and
customize social media and email marketing campaigns. You will also need to purchase certain
other equipment including a bar code scanner, magstrips reader and receipt printer. Neither we,
nor any affiliate or any third party has any obligation to provide ongoing maintenance, repairs,
upgrades or updates related to any such computer system. We can periodically require you to
upgrade or update any of your spa computer systems while you are operating an eforea spa.
There are no contractual limitations on the cost of this obligation.
Other Business Systems
For the operation of any other business computer systems you may choose to use outside of
OnQ, including but not limited to financial and accounting systems, point of sale, telephone,
timekeeping and payroll, certain inventory systems, and spa and health club memberships (if
applicable), you are able to contract with the supplier of your choice for both the hardware and
software, subject to meeting our Standards on features and functionality. The only restriction
would be where such hardware and software need to interface to OnQ. In those instances, your
choice of supplier would be restricted to those that have a working interface to OnQ. The
hardware, software, and interfaces must be installed by, and fees must be paid to, the respective
vendors you choose.
Replacement of the OnQ Property Management System
As of the date of this Disclosure Document we are in the early phases of converting our property
management system within OnQ (the OnQ PMS) to a new and more-advanced system called the
Hilton Property Management System (“HPMS”). HPMS may also be referred to informally as the
Property Engagement Platform (“PEP
®
”). HPMS will be a complete replacement for the OnQ
PMS. It will provide the same basic functionality along with some new features (HPMS will not
replace the guest internet access system). HPMS will utilize similar training and a similar HITS
Agreement as the OnQ PMS. We anticipate that the cost of installing, operating, and updating
HPMS will be lower than the cost of OnQ PMS. We began installing HPMS in a limited number of
hotels in 2022 and we have been pursuing wider deployment since that time. The transition of
System Hotels to HPMS may vary by market and by Hotel, and may occur over a period of months
or years.
As of the date of this disclosure document, HPMS is not yet required for the Brand in the
US. However, we anticipate that HPMS will become required for most System hotels in the future.
In the meantime, we may offer you the option of installing HPMS in lieu of the OnQ PMS if we
determine it is suitable for your Hotel. We recommend that all new hotels that are able to install
HPMS do so before opening. For hotels in which HPMS is not yet available, we may require you
to upgrade to HPMS at some point in the future and sign a new HITS Agreement or amendment.
We will work with you on planning for that transition at the appropriate time. We developed HPMS
55 2024 US DOUBLETREE
in collaboration with HotelKey, Inc., a third-party technology company. Certain elements of HPMS
are proprietary to Hilton. We are not able to determine a separate market price for HPMS because
there is no third-party market for HPMS in its entirety.
Training
We offer required training courses to those affiliated with the System for orientation and as part
of the certification process. Our training is designed for and based on the specific business and
operational functions of Brand Hotels. The personnel you designate to fulfill these business and
operational functions must complete the required training to our satisfaction. If you hire
replacement personnel for any of these roles or functions, the replacements must successfully
complete the appropriate training programs.
When we provide training, we provide the training content that we deem necessary and
appropriate for the business and operational functions of the Hotel so that it may operate in
accordance with our Standards. At all times under the Franchise Agreement you are an
independent contractor and an independent employer, and we will not direct or supervise your
personnel, or have, retain, reserve, or exercise any control over your (or your Management
Company’s) personnel or personnel policies or procedures in any manner.
The following table describes our training program as of the Issuance Date of this Disclosure
Document. We may modify our training requirements over time. The subject matter, time
required, locations, and costs are subject to change. In this table the term “virtual” means an
internet-based class with a live instructor, and “online” means an internet-based class that does
not have a live instructor. Both virtual and online training courses are considered equivalent to
classroom training. These courses may be provided by us or our designated third-party vendors.
We will provide you with our current Brand training requirements document upon request and/or
you may access it through our intranet, The Lobby.
TRAINING PROGRAM
Subject
Hours of
Classroom
Training
Hours of
On the Job
Training
Location
Brand Conference
(Note 1)
Varies
0
Varies
General Manager, Commercial and
Sales Leader Training
(Note 2)
Up to 18
0
Virtual
OnQ Property Management System
(PMS) Training
(Note 3)
1-5, varies
per Position
0
Online
OnQ Rate and Inventory Training
(Note 4)
2.5
0
Online
OnQ Forecast Management (FM)
Training
(Note 5)
8-10
0
Online
GRO System Training
(Note 6)
3
0
Online
56 2024 US DOUBLETREE
Subject
Hours of
Classroom
Training
Hours of
On the Job
Training
Location
Hilton Honors Training
(Note 7)
1
1
Online or On-Site
Hilton Core Sales Skills
(Note 8)
24
0
Virtual
ADA Training
(Note 9)
Varies
0
Online
Annual Compliance Training
(Note 10)
2-3
0
Online or On-site
Pre-Opening Training Resources
(Note 11)
Varies
0
On-site
Owner Orientation
(Note 12)
16
0
Virtual
New to Hospitality Owner Education
(Note 13)
20
0
Virtual
Eforea Spa Training
(Note 14)
16
0
On-site
DoubleTree New Employee Training
Program (Note 15)
1
0
On-site
NOTES
1. Brand Conference. We require participation by your general manager and director of
sales (or equivalent) in an annual Brand or regional conference. Conference program fees and
expenses are not refundable. The conference may be held at various hotel locations. Currently,
the cost is $2,500 per attendee.
2. General Manager, Commercial and Sales Leader Training. Your general manager and
other commercial leaders must complete this virtual learning program within 90 days of their start
date. This training is required for all new general managers and commercial leaders, and those
who have been away from the Brand or the role for more than 24 months. When a qualified
general manager or commercial leader leaves the role, you must have a replacement person
(even if temporary) complete the training so that your Hotel does not have more than 90 days
without a qualified person overseeing the function. The specific curriculum of this training and the
attendant cost may vary based on the trainee’s experience in the role. Currently, the cost is up to
$1,200.
3. OnQ Property Management System (PMS) Training. Before the opening of your Hotel,
all Hotel staff that will be utilizing OnQ must first complete their respective self-paced training and
obtain a certificate of completion. This online training is mandatory for all personnel working in
the designated subject areas. We will verify that all front desk staff and management have
successfully completed training and have passed an OnQ certification test by at least a minimum
score of 80%. If your staff does not attain the minimum score, the opening of your Hotel may be
delayed. Currently, there is no separate fee for this training.
4. OnQ Rate and Inventory Training. Before your Hotel opens, all staff that will be utilizing
the OnQ Rate and Inventory Management component must complete their respective self-paced
web-based training and obtain a certificate of completion. We will verify that all reservations and
57 2024 US DOUBLETREE
revenue management staff have successfully completed training and have passed a certification
test by at least a minimum score of 80%. Up to 3 of your management staff must be certified, 1
of whom must be your director/manager of revenue management (or equivalent). If your staff
does not attain the minimum score, the opening of your Hotel may be delayed. Currently there is
no separate fee for this training.
5. OnQ Forecast Management (FM) Training. The OnQ FM online training is mandatory
for all of your staff working in the designated subject areas within 60 days of their start date. This
may include your directors/managers of revenue management, sales, front office operations, and
their assistants. Each attendee must demonstrate proficiency in all areas of OnQ FM. Currently,
there is no separate fee for this training.
6. GRO System Training. The GRO System Training is mandatory for all of your staff
working in the designated areas within 21 days of their start date. Currently there are 3 different
GRO System courses, and the specific courses required vary based on job position. Currently,
there is no separate fee for this training.
7. Hilton Honors Training. The Hilton Honors Training is online through Hilton University.
This training program is mandatory for all management personnel in key functions and applicable
front office personnel and must be completed before the Hotel opens, or is converted, or within
14 to 45 days of their start date, depending on job position. Currently, there is no separate fee for
this training.
8. Hilton Core Sales Skills. All designated commercial leaders and sales staff must
successfully complete this certification program within 90 days of their start date. This program
teaches Hilton’s sales process and reinforces critical consultative selling skills. Attendees must
complete the applicable track to complete the certification: The “Foundations” track is for
attendees with less than 2 years of experience. It consists of a 6-week blended learning program.
The “Accelerated” track is for attendees with 2 or more years of experience. It consists of a 2-
week blended learning program. Currently, the cost is up to $600 per attendee.
9. ADA Training. If you engage in a Permitted Transfer, Conversion, Relicensing or Change
of Ownership Transfer for the Hotel, we may require you or personnel you designate to attend an
online training in order to complete an independent survey conducted by an ADA consultant to
determine the Hotel’s compliance with the ADA. Currently, there is no separate fee for this
training.
10. Annual Compliance Training. Your Hotel must meet annual compliance training
requirements. Topics may include diversity and inclusion, unconscious bias, harassment
prevention, human trafficking prevention, disability awareness, cyber security, and health and
safety. For cyber security, disability awareness, human trafficking prevention, diversity and
inclusion, and unconscious bias, we offer training at no cost. Alternatively, you may choose to
obtain this training from a vendor of your choice, in which case the cost would be agreed between
you and the vendor. For the compliance topics of harassment prevention and health and safety,
we do not offer training, but will provide vendor recommendations upon request. We estimate
vendor fees would typically cost $25 to $50 per person, per topic, for this training.
11. Pre-Opening Training Resources. Your Hotel is provided unlimited access to brand
hospitality tools and resources including intro webinars and team member workshops. The current
cost is $1,000.
58 2024 US DOUBLETREE
12. Owner Orientation. Owner orientation is required for all franchisees or management
company representatives who are new to the Hilton Worldwide Brands 12-18 months before the
opening of your Hotel. Either you or the person you designate to supervise your general manager
must attend. If a Change of Ownership takes place and the transferee is a first-time Brand
franchisee, they must attend this program within 180 days of the date of the transfer. Currently,
there is no separate fee for this program.
13. New to Hospitality Owner Education. This portfolio of classes is a virtual learning
program for franchisees that do not have prior hospitality or comparable brand experience. This
training must be taken before opening or within 90 days after a Change of Ownership. We
encourage you to complete this training before Owner Orientation. This program will provide
baseline industry knowledge, best practices, and help build competencies in hospitality
foundations including revenue management, asset management, sales generation, and talent
management. This training is provided by a vendor we select. Currently, all fees are paid directly
to the vendor. At least 1 person in your organization must successfully complete this training.
Currently, the cost for this program is up to $2,500 per participant.
14. Eforea Spa Training. If you have an eforea spa at your Hotel, product and service training
must be completed before your eforea Spa opens for business by the spa director (or equivalent),
each member of your leadership team, all members of administration and all technical positions
including estheticians, nail technicians, therapists and hairdressers. Training will focus on the
various products and services that you will provide at your spa. Training will be conducted by
personnel of the suppliers we specify who are providing their products and services to your spa.
They will generally have a minimum of 6 to 10 years’ experience in the spa industry and at least
1 year’s experience with their respective companies. Currently, there is no separate fee for this
training. We may require you to attend an eforea spa Brand guest experience training in the future
on how to deliver the eforea spa experience.
15. DoubleTree New Employee Training Program. This training is mandatory for all Hotel
staff. It is conducted by the persons you designate to provide training periodically at your Hotel.
This training includes topics such as: Orientation (to be completed within 14 days of their start
date), Service Skills (to be completed within 60 days of their start date) and Pre-Shifts (to be
completed monthly). The length of the training will vary depending on the role or function. The
subjects covered may include orientation, CARE training, the Service Skills, 100% Guarantee,
and job skills. Currently, there is no separate fee for this training.
Online and web-based programming is self-paced training that trainees can access at any time.
For other training, unless otherwise noted, we will provide the training on an as needed basis.
Our instructors and presenters generally have a minimum of 2 to 5 years’ experience in the subject
taught. We use a variety of instructional materials in connection with our training programs,
including our Manual, digital media clips, DVDs, HU Connect social learning site, self-paced
eLearning programs, other media, and print and virtual handbooks. We may modify these
materials or use other materials for the training programs.
We and our affiliates offer many additional optional learning programs and may develop additional
learning programs at any time. You must pay any fees associated with required and optional
training courses. We may also charge for training materials. You pay for any travel, lodging and
miscellaneous expenses of your attendees. For programs that include travel by our (or our
affiliate’s) trainers to your Hotel site, you may also be required to pay travel, lodging, tax and
meals of the trainers.
59 2024 US DOUBLETREE
Operational Phase Services
During the operation of the franchised business we will:
1. Periodically publish (either in hard copy or electronic form or both) and make available to
the traveling public a directory that includes System Hotels, including your Hotel.
Additionally, we will include the Hotel, or cause the Hotel to be included, where applicable,
in advertising of System Hotels and in international, national and regional marketing
programs offered by us, subject to and in accordance with our general practice for System
Hotels. (Franchise Agreement, Section 4.4)
2. Afford you access to the Reservation Service on the same basis as other System Hotels,
as long as you are in full compliance with the obligations set forth in the Franchise
Agreement, including all Standards set forth in the Manual. Our Reservation Service
currently connects System Hotels to our global reservations database and global
distribution systems. (Franchise Agreement, Section 4.2). However, if your Hotel is in
default we may suspend our obligations to you under the Franchise Agreement, including
removing the listing of your Hotel from any directories we publish and from any advertising
we publish, assessing any applicable non-compliance fee, and/or suspending or removing
your Hotel from the Reservations Service. (Franchise Agreement, Section 13.3).
3. Administer a quality assurance program for the System that may include conducting
periodic inspections of the hotel and guest satisfaction surveys and audits to ensure
compliance with System Standards. (Franchise Agreement, Section 4.5).
4. If you are operating an eforea spa, we will also make available to you the services of a
team member who will periodically provide you with suggestions for the improvement of
your spa’s operations. (Spa Amendment, Section 4).
5. If you are operating a restaurant or bar in your Hotel that utilizes a Restaurant Brand, our
quality assurance program may include conducting periodic inspections and audits to
ensure compliance with Restaurant Brand Guidelines as well as the Brand Standards. We
may utilize third-party service providers to conduct these inspections and audits. We will
also make available to you the services of a team member who will periodically provide
you with suggestions for the improvement of your restaurant’s or bar’s operations
(Restaurant Brand Amendment, Section 4). The Monthly Program Fee will not be used to
pay for any quality assurance program elements that apply exclusively to the Restaurant
Brands.
As of the date of this Disclosure Document we are considering making adjustments to our existing
quality assurance program, which we may implement this year. Such adjustments may include
fee increases and/or new or additional charges as described in Item 6. Our quality assurance
program fees and charges are intended to recoup our costs as well as losses incurred in
connection with damage done to the Brand’s reputation and goodwill as a result of quality and
service failures at Brand hotels. Accordingly, any amounts collected in excess of our costs will be
used to supplement the Monthly Program Fee for the benefit of the System as described below.
In furnishing these benefits, facilities or services to you, neither we nor any of our affiliates will
exercise control or supervision over you or your personnel. Management and operation of the
Hotel is your sole responsibility and obligation.
60 2024 US DOUBLETREE
Advertising
We are not required to engage in or maintain any particular advertising program apart from our
general obligations to periodically publish and make available to the traveling public a directory of
all System Hotels (including your Hotel), to include your Hotel in national or regional group
advertising of System Hotels, and to include your Hotel in international, national and regional
market programs. (Franchise Agreement, Section 4.4). Most advertising is placed on the internet,
as well as in traditional media (such as TV, radio, newspaper, magazine, and direct email),
generally with national coverage. The source of our advertising is our in-house marketing
department, advertising agencies, and other external vendors.
You must advertise and promote the hotel and related facilities and services on a local and
regional basis as we specify in the Manual, in a first-class, dignified manner, using our identity
and graphics standards for all System Hotels, at your cost and expense. You must submit to us
samples of all advertising and promotional materials that we have not previously approved
(including any materials in digital, electronic, or computerized form, or in any form of media that
exists now or is developed in the future) before you produce or distribute them. You may not begin
using the materials until we approve them. You must immediately discontinue your use of any
advertising or promotional material that we reasonably believe is not in the best interest of your
Hotel or the System, even if we previously approved the materials. Any advertising or promotional
materials, or sales or marketing concepts, you develop for your Hotel that we approve may be
used by other hotels in the System without any compensation to you. (Franchise Agreement,
Section 5.1.7).
You may not engage, directly or indirectly, in any cross-marketing or cross-promotion of your
Hotel with any other hotel, motel or related business without our prior written consent, except for
System Hotels and Network Hotels. The “Network” means the hotels, inns, conference centers,
timeshare properties and other operations that Hilton Worldwide and its subsidiaries own, license,
lease, operate or manage now or in the future. “Network Hotel” means any hotel, inn, conference
center, timeshare property or other similar facility within the Network. During the term of your
franchise you may not utilize a list of customers (whether acquired before or during the term of
your franchise) without our prior approval.
You must refer guests and customers, wherever reasonably possible, only to System Hotels and
(if and as we direct) Network Hotels. However, we can require you to participate in programs
designed to refer prospective customers to other hotels, whether in the System or otherwise. You
must also display all material, including brochures and promotional material we provide to System
Hotels and Network Hotels; and allow advertising and promotion only of System Hotels and
Network Hotels on your Hotel premises (Franchise Agreement, Paragraph 5.1.13).
We may suggest room rates and pricing policies to the extent allowed by law. You will determine
the room rates and the prices of the services and amenities that you offer to guests, except that
we may establish maximum rates and prices for marketing and promotions if permitted by law.
For the efficiency and consistency of our distribution programs, and to enable us to operate certain
marketing and promotions (such as our Price Match Guarantee), we may also require that the
rates and prices you advertise through certain distribution channels be the same as or better than
the rates and prices you advertise through other distribution channels as permitted by law.
We may occasionally convene an advisory council to consult with us on advertising policies and
marketing programs. Currently we have no such council. If we convene a council, it may consist
of franchisees together with representatives of our company-managed hotels and company
61 2024 US DOUBLETREE
employees. We may select franchisees for the council by their hotel type, geographic location,
being in good standing and demonstrating leadership in the System, or other considerations we
deem relevant. The council would serve only in an advisory capacity and would not have
operational or decision-making power. We may change or dissolve any advisory council in our
discretion.
We may occasionally create marketing programs for specific promotional purposes that include
only certain hotels. These programs may focus on a geographic location, particular types of
hotels, or other criteria. For example, we may develop a marketing campaign that promotes hotels
in a specific tourist destination. For these programs, we decide which hotels to include and the
nature and method of the marketing under our general marketing policies and practices for
System Hotels. If your Hotel is selected for such a program, your participation may be required
but there would be no fee for participating. As described in Item 8, we may also occasionally
develop promotional programs with other companies that feature those companies’ branded
products or services used or offered by our System Hotels. We may require or permit your Hotel
to participate in those promotional programs in accordance with the Standards. We may also
occasionally provide marketing programs in which your participation is voluntary. Participating
hotels normally bear their proportionate costs of participation. We have periodically matched or
supplemented the amounts paid by participating franchisees, when, in our opinion, the marketing
effort supports our broader (national or global) marketing objectives for the System or Network.
We may enter into certain types of distribution, marketing, and/or loyalty relationships (“Strategic
Partnerships”) with third-party companies or vendors (“Strategic Partners”) under which guests
can make reservations and purchases through our Reservation Service and distribution system,
and Hilton Honors members may receive benefits at such businesses. We currently have
Strategic Partnerships in place with Small Luxury Hotels of the World LTD (SLH) and Prospect
Hotel Management, LLC (Autocamp.com). We may enter into additional Strategic Partnerships in
the future. See Item 12 for details.
You are not required to participate in any marketing cooperative. We may occasionally develop
local marketing programs that operate like cooperatives in that they may consist of a group of
franchisees that pool their resources and actively work together on local marketing efforts.
However, these cooperatives are not legal entities and do not operate from written governing
documents. These cooperatives need not prepare annual or periodic financial statements. We
may help form this type of cooperative whenever a group of franchisees wish to get together.
Participation is voluntary. The contributions to these cooperatives vary depending on the voluntary
contributions of members. These cooperatives may be administered by us, by franchisees, or by
an advertising agency. If we participate in a cooperative, we can require it to be formed, changed,
dissolved, or merged with another cooperative. We cannot guarantee that we will offer any
cooperative marketing programs to franchisees in the future. Any plan that we offer in the future
may differ from the plans we offered to franchisees in past years.
We will use your Monthly Program Fee to pay for various programs to benefit the System,
including advertising, promotion, publicity, public relations, market research, and other marketing
programs; developing and maintaining Brand directories and internet sites; developing and
maintaining the Reservation Service systems and support; quality assurance program; and
administrative costs and overhead related to the administration or direction of these projects and
programs. We have the sole right to determine how and when we spend these funds, including
sole control over the creative concepts, materials and media used in the programs, the placement
and allocation of advertising and the selection of promotional programs. We may enter into
arrangements for development, marketing, operations, administrative, technical and support
62 2024 US DOUBLETREE
functions, facilities, programs, services and/or personnel with any other entity, including any
affiliates. Monthly Program Fees are intended for the benefit of the System, and will not be used
to promote or benefit any one property or market. Occasionally, however, Monthly Program Fees
may be used for a property or market-specific initiative if we determine it has a strategic value to
the System overall. We will have no obligation in administering any activities paid by the Monthly
Program Fee to make expenditures for you that are equivalent or proportionate to your payments,
or to ensure that the hotel benefits directly or proportionately from such expenditures. We may
create any programs, and allocate monies derived from Monthly Program Fees to any regions or
localities as we consider appropriate in our sole judgment. The aggregate of Monthly Program
Fees paid to us by franchisees does not constitute a trust or "advertising fund" and we are not a
fiduciary with respect to the Monthly Program Fees paid by you and other franchisees. We are
not obligated to expend funds in excess of the amounts received from franchisees using the
System. If any interest is earned on unused Monthly Program Fees, we will use the interest before
using the principal. The Monthly Program Fee does not cover your costs of participating in any
optional marketing programs and promotions periodically offered by us or our affiliates in which
you voluntarily choose to participate. These fees also do not cover the cost of operating the hotel
in accordance with the standards in the Manual. (Franchise Agreement, Section 4.4).
Web Sites
You may not register, own, or maintain any internet domain names, World Wide Web or other
electronic communications sites, including mobile applications (each, a “Site” and collectively,
"Sites"), relating to the Network, the System, or your Hotel, or that include the Marks. The only
Sites, or Site contractors, that you may use for your Hotel are those assigned or approved by us.
You must obtain our prior written approval of any third-party Site in which your Hotel will be listed,
any proposed links between the Site and any other Sites ("Linked Sites"), and any proposed
modifications to all Sites and Linked Sites. All Sites containing any of the Marks and any Linked
Sites must advertise, promote, and reflect on your Hotel and the System in a first-class, dignified
manner. Our right to approve all materials is necessitated by the fact that those materials will
include and be inextricably linked with the Marks. Any use of the Marks on the internet and any
other computer network or electronic distribution system, including mobile applications, must
conform to our requirements, including the content, identity, and graphics standards for all System
Hotels. Given the changing nature of computer and communications technology, we have the
right to withhold our approval, withdraw any prior approval, and to modify our requirements at any
time.
You may not (without a legal license or other legal right) post on your Sites or disseminate in any
form any material in which any third party has any direct or indirect ownership interest, including
video clips, photographs, sound bites, copyrighted text, trademarks or service marks, or any other
text or image in which any third party may claim intellectual property ownership interests. You
must incorporate on your Sites any other information we require in the manner we consider
necessary to protect our Marks.
When your Franchise Agreement expires or terminates, you must irrevocably assign and transfer
to us or our designee all of your right, title and interest in any domain name listings and
registrations that contain any references to our Marks, System or Brand, notify the applicable
domain name registrars of the termination of your right to use any domain name or Sites
associated with the Marks or the Brand, and authorize and instruct the cancellation or transfer of
the domain name to us or our designee, as directed by us. You must also delete all references to
our Marks or brands from any other Sites you own, maintain or operate after the expiration or
termination of the Franchise Agreement. (Franchise Agreement, Section 9.5).
63 2024 US DOUBLETREE
Advance Purchase Program
Hilton’s Advance Purchase Program provides guests with the ability to pay for hotel reservations
in advance in exchange for receiving a discounted room rate. You may but are not required to
participate in this optional program. Currently, we charge a fee of 3.5% of the advance payments
received. Guests typically make advance payments using their credit or debit cards. In 2024, we
will begin rolling out an enhancement to this program that will permit guests to make payments
with certain third-party digital payment apps and online services such as Google Pay and Apple
Pay. The third-party apps/payment providers may change over time. If you choose to participate
in the Advance Purchase Program you will be required to offer digital payments as an option to
your guests. You must also open a merchant account and sign a Licensee Merchant Agreement
with a third-party vendor called Adyen N.V. (“Adyen”) and a Refund Authorization with us. Adyen
provides electronic payment processing services for this program. You do not have to pay any
additional fees to us or to Adyen to enroll in the digital payments option. However, Adyen may
charge certain transaction, processing, or service fees that apply to your account. If you wish to
participate in the Advance Purchase Program, we will provide complete details on request. We
may make this program or some of its components mandatory in the future.
Time Frame for Opening the Hotel
You must begin construction of a New Development DoubleTree or DoubleTree Suites hotel
within 16 months from the date we approve your Application. You must complete construction of
a New Development DoubleTree or DoubleTree Suites hotel, receive our authorization for
opening and open your Hotel within 36 months from the date we approve your Application.
In Conversion, Re-licensing or Change of Ownership situations, you may be required to upgrade
the property to meet our standards. We establish a deadline by which you must begin work on a
project-by-project basis. You must complete the requisite upgrades within the timeframe we
establish in the PIP. In Conversion and Re-licensing situations, we determine the commencement
and completion deadlines according to your PIP. We determine the deadlines for beginning and
completing work for room additions on a project-by-project basis.
If you operate an eforea spa, you must open the spa by the date we specify, which will generally
be within 12 months after the date you sign the Spa Amendment. If you operate a restaurant or
bar under a Restaurant Brand, you must open the restaurant or bar at the opening of your Hotel,
or otherwise on a date that we specify, which will generally be within 12 months after you sign the
Restaurant Brand Addendum.
ITEM 12
TERRITORY
We grant franchisees a non-exclusive license to use the System during the term of the Franchise
Agreement to operate a franchised hotel at a specified location. There are no provisions in the
standard Franchise Agreement granting franchisees a protected area or territory. You will not
receive an exclusive territory. You may face competition from other franchisees, from hotels that
our affiliates own, or from other channels of distribution or competitive brands that we control. The
standard Franchise Agreement permits us to own, license or operate any Other Business of any
nature, whether in the lodging or hospitality industry or not, and whether under the Brand, a
competitive brand, or otherwise. We and our affiliates have the right to engage in any Other
Businesses, even if they compete with the hotel, the System, or the Brand, and whether we or
64 2024 US DOUBLETREE
our affiliates start those businesses, or purchase, merge with, acquire, are acquired by, come
under common ownership with, or associate with, such Other Businesses. We may also: (a)
modify the System by adding, altering, or deleting elements of the System; (b) use or license to
others all or part of the System; (c) use the facilities, programs, services and/or personnel used
in connection with the System in Other Businesses; and (d) use the System, the Brand and the
Marks in the Other Businesses. You acknowledge and agree that you have no rights to, and will
not make any claims or demands for, damages or other relief arising from or related to any of the
foregoing activities, and you acknowledge and agree that such activities will not give rise to any
liability on our part, including, but not limited to, liability for claims for unfair competition, breach
of contract, breach of any applicable implied covenant of good faith and fair dealing, or divided
loyalty. “Other Businesses” means any business activity we or any affiliates engage in, other than
the licensing of your Hotel.
We may, however, agree to give franchisees certain specific territorial restrictions (“Restricted
Area Provision”) for an area surrounding the franchised hotel and encompassing the immediate
competitive market for the hotel as may be agreed on by the parties (“Restricted Area”). If we
agree to give you a Restricted Area Provision for your New Development or Conversion, it will
normally be for an agreed-on time period, which is shorter than the term of the Franchise
Agreement (“Restrictive Period”). We will not normally grant a Restricted Area Provision for a
Change of Ownership or Re-licensing, although we will occasionally do so under certain unique
circumstances.
Additionally, if we grant a Restricted Area Provision, it will not apply to your Restaurant Brand
restaurant or bar. The following discussion applies where we agree to give you a Restricted Area
Provision in your Franchise Agreement:
1. Restricted Area. The boundaries of the Restricted Area will normally depend on the
relevant market in the immediate area and competitive circumstances in the relevant
market when you sign the Franchise Agreement. The boundaries will vary in size and
shape from hotel to hotel. Boundaries are not delineated according to any standard
formula, but may be delineated in various ways, including references to cities, metropolitan
areas, counties or other political subdivisions, references to streets or highways, or
references to an area encompassed within a radius of specified distance from the front
door of the hotel.
2. Restricted Area Provision. The Restricted Area Provision will typically restrict us and
our affiliates from operating, or authorizing someone else to operate, another Brand hotel
during the Restrictive Period and within the Restricted Area (except as described in
Paragraph 3 below). In the Restricted Area Provision, the term ‘Brand’ means the name
used to identify the chain of hotels operated under the same Chain Code and Standards.
It excludes any other brands or product lines containing “DoubleTree” in the name. It also
excludes Hilton Worldwide Holdings Inc., its affiliates, and other chains of hotels that
include the word "Hilton" as part of their brand name (such as "Hilton Garden Inn" or
"Homewood Suites by Hilton").
3. Exclusions from the Restricted Area Provision: The Restricted Area Provision will
generally not apply to: (a) any hotel or motel that is currently open or under construction
or has been approved for development or opening as a Brand hotel as of the Effective
Date, or any hotel located or to be located within the Restricted Area that replaces such
hotel under the Brand; (b) hotels or motels under brands other than the Brand; (c) hotels
or motels that will not begin operating under the Brand until after the expiration of the
65 2024 US DOUBLETREE
Restrictive Period; (d) gaming-oriented hotels or facilities using the Brand; (e) shared
ownership properties (commonly known as “vacation ownership” or “time share
ownership” or similar real estate properties) under the Brand; and (f) any hotels, motels,
or inns that are part of a chain or group of four (4) or more hotels, motels, or inns that we
or our Affiliates, as a result of a single transaction or group of related transactions, own,
operate, acquire, lease, manage, franchise, license, or join through a merger, acquisition
or marketing agreement (or otherwise), whether under their existing name or the Brand
name or any other name.
4. Restrictive Period. The Restrictive Period will normally be for an agreed-on time period.
Generally, this period will be shorter than the term of the Franchise Agreement, usually
tied to a specified number of years from the date your Franchise Application was
approved. In some cases, the Restrictive Period may reduce in geographic scope after
an agreed-on time period. The continuation of the Restrictive Period will not depend on
your achieving any particular sales volume or market penetration. An increase in
population in the Restricted Area will not affect it and there are no other circumstances
when your Restricted Area may be altered. Historically, we have extended the Restrictive
Period for the full term of the Franchise Agreement; however, we do not intend to do so in
the future. Those restrictions as to entities other than us may lapse if the Brand is no
longer affiliated with Hilton Worldwide.
IMPORTANT NOTES: A Restricted Area Provision will not give you protection from previously
existing hotels which are managed or licensed by us or an affiliate or our or their predecessors,
or any hotel site for which we or an affiliate or its predecessor have approved an application and/or
signed a franchise agreement, management agreement, lease or license agreement for a System
Hotel to be developed. In addition, a Restricted Area Provision will not give you protection from
any replacement hotel that replaces or will replace another such existing hotel or hotel site. SOME
STATE AND/OR OTHER LAWS PROVIDE THAT TERRITORIAL AND/OR AREA
RESTRICTIONS ARE VOID, VOIDABLE AND/OR SUPERSEDED BY LAW.
There may currently be franchised or company-owned Network Hotels situated in or near your
area. We, Hilton Worldwide and our affiliates or subsidiaries may establish new franchised,
company-owned, or company-managed Network Hotels in or near your area.
You may compete with any Network Hotels in and near your area. There is no mechanism for
resolving any conflicts that may arise between your Hotel and Network Hotels. Any resolution of
conflicts regarding location, customers, support or services will be entirely within the business
judgment of Hilton Worldwide and us.
We may enter into certain types of distribution, marketing, and/or loyalty relationships (“Strategic
Partnerships”) with third-party companies or vendors (“Strategic Partners”) under which guests
can make reservations and purchases through our Reservation Service and distribution system,
and Hilton Honors members may receive benefits at such businesses. These Strategic
Partnerships are “Other Businesses” under the Franchise Agreement. Strategic Partners are not
Hilton Worldwide Brands. Strategic Partners are not our corporate affiliates, and do not offer
franchises or management agreements for any of the Hilton Worldwide Brands. We may enter
into, terminate, or modify any Strategic Partnership anywhere, at any time, in our discretion.
Strategic Partners’ businesses may be located in and near your area, including within your
Restricted Area (if any). Your Hotel may compete with any hotels, motels, inns, campsites, other
lodging facilities or accommodations, as well as any tours, excursions, or other customer
66 2024 US DOUBLETREE
experiences, products, or services offered by our Strategic Partners or through any of our
Strategic Partnerships at any time.
See Item 1 for a description of the hotel brands licensed, operated and managed by, or otherwise
affiliated with Hilton Worldwide. You may compete with these guest lodging properties.
We and our affiliates engage in a wide range of business activities in lodging and related services,
both directly and through the activities of our and their parents and affiliates. Some of these
activities may be competitive with your Hotel and the System. We and/or our affiliates may own,
operate, manage, franchise, license, lease, acquire, create or establish, or serve as franchisee or
licensee for, competitive guest lodging facilities or networks anywhere, including within your
Restricted Area, if any, under any brands or marks (but not a System Hotel, within your Restricted
Area, if any). We and/or our affiliates may also furnish services, products, advice and support to
guest lodging facilities, networks, properties or concepts located anywhere, including in your
Restricted Area, if any, in any manner we or our affiliates determine. We and/or any of our affiliates
may be sold to or otherwise acquired by an existing competitor or newly formed entity which itself
has established or may establish competitive guest lodging facilities located anywhere (provided
that your Restricted Area protections, if any, will be observed). Further, we and/or our affiliates
may purchase, merge, acquire, or affiliate in any other way with any franchised or non-franchised
network or chain of guest lodging facilities or any other business operating guest lodging facilities
regardless of the location of that network, chain or other business’s facilities, including within your
Restricted Area, if any, and that following such activity we may operate, franchise or license those
other facilities under any brands or marks anywhere regardless of the location of those
businesses and/or facilities (but not a System Hotel, within your Restricted Area, if any). There is
no mechanism for resolving any conflicts that may arise between your Hotel and other hotels
described in this paragraph.
You may not register, own or maintain any Sites relating to the Network or your Hotel or that
include the Marks. The only domain names, Sites, or Site contractors that you may use relating
to your Hotel or the Franchise Agreement are those we assign or otherwise approve in writing.
You must obtain our advance written approval for any third-party Site in which your Hotel will be
listed, and any proposed links between the third-party Site and any Linked Sites and any proposed
modifications to all Sites and Linked Sites. See Item 11 for further information concerning our
Web Site requirements and limitations. The Franchise Agreement does not otherwise limit the
channels through which you may solicit customers for your Hotel.
We do not permit the relocation of franchised hotels. You have no options, rights of first refusal
or similar rights to acquire additional franchises.
ITEM 13
TRADEMARKS
Trademark Use: Your Rights
We grant you a limited, nonexclusive right to use our System in the operation of a hotel at a
specified location under the licensed trademark "DoubleTree" (“Principal Mark”). As used in the
Franchise Agreement and this Disclosure Document, the System includes the Marks. The Marks
include the Principal Mark and all other service marks, copyrights, trademarks, logos, insignia,
emblems, symbols, and designs (whether registered or unregistered), slogans, distinguishing
characteristics, trade names, domain names, and all other marks or characteristics associated or
used with or in connection with the System, and similar intellectual property rights, that we
designate to be used in the System. If you open an eforea branded spa and sign the Spa
67 2024 US DOUBLETREE
Amendment, the Marks will include the eforea trademarks and service marks during the term of
the Spa Amendment. If you open a restaurant or bar at your Hotel utilizing one of the Restaurant
Brands and sign the Restaurant Brands Amendment, the Marks will include the applicable
Restaurant Brand trademarks shown on Exhibit J-2.
Our affiliate, HIH, holds the rights to the Marks, including the following trademarks and service
marks, which are registered on the United States Patent and Trademark Office Principal Register:
Mark
Registration
Number
Registration Date
DOUBLETREE (word)
1094809
June 27, 1978
DOUBLETREE BY HILTON (words)
3979597
June 14, 2011
D W/TREE DESIGN
3963015
May 17, 2011
EFOREA
3952726
April 26, 2011
EFOREA butterfly design (design)
3952727
April 26, 2011
For a complete list of the Restaurant Brands trademarks, see Exhibit J-2.
We entered into a license agreement with HIH which grants us the right to use the Marks in
connection with the System in the US. The term of the license agreement between us and HIH
continues indefinitely so long as each party continues to be an affiliate of Hilton Worldwide. HIH
has certain enforcement rights if we default under the license agreement, including the right to
terminate the license agreement if we fail to cure a default within the time period specified in the
license agreement. These enforcement rights or any other rights of HIH to terminate the license
agreement will not affect your right to use the Marks licensed to you under the Franchise
Agreement as long as you are in good standing under the Franchise Agreement (and, in the case
of the eforea trademarks and the Restaurant Brands trademarks, as long as the Spa Amendment
or the Restaurant Brands Amendment is in effect, respectively).
In the future, HIH may transfer the Marks or licenses related to the Marks to other affiliates in
connection with changes to Hilton Worldwide’s subsidiaries or for administrative purposes
periodically. If that occurs, we will continue to have a license to use the Marks in connection with
the System in our franchise business, and your license to use the Marks will not be disturbed.
The Franchise Agreement does not grant you the right to use any other marks owned by our
affiliates.
You may use the Marks only in connection with the System and only in the manner we designate,
as set out in the Franchise Agreement and the Standards. We may designate additional Marks,
change the way Marks are depicted, or withdraw Marks from use at any time. We will not withdraw
the Principal Mark. We may limit what Marks each Brand of hotel may use. For example, a
DoubleTree hotel is not referred to as a DoubleTree Suites hotel without our written consent. Your
Hotel will be initially known by the trade name set forth in the Addendum (“Trade Name”). We
may change the Trade Name at any time, but we will not change the Principal Mark. You may not
change the Trade Name without our specific written consent.
Under the Franchise Agreement, you acknowledge and agree that you are not acquiring the right
to use any service marks, copyrights, trademarks, logos, designs, insignia, emblems, symbols,
designs, slogans, distinguishing characteristics, trade names, domain names or other marks or
characteristics owned by us or licensed to us that we do not specifically designate to be used in
the System.
68 2024 US DOUBLETREE
Use of the Marks: Your Duties
We have the right to control any administrative proceedings or litigation involving a Mark licensed
by us to you. We will have the sole right and responsibility to handle disputes with third parties
concerning use of the Marks or the System. The protection of the Marks and their distinguishing
characteristics as standing for the System is important to all of us. For this reason, you must
immediately notify us of any infringement of or challenge to your use of any of the Marks. You
may not communicate with any other person regarding any such infringement, challenge or claim.
We will take the action we consider appropriate with respect to such challenges and claims and
only we will have the right to handle disputes concerning the Marks or the System. You must fully
cooperate with us in these matters. Under the terms of the Franchise Agreement, you appoint us
as your exclusive attorney-in-fact, to defend and/or settle all disputes of this type. You must sign
any documents we believe are necessary to obtain protection for the Marks and the System and
assign to us any claims you may have related to these matters. Our decision as to the prosecution,
defense and settlement of the dispute will be final. All recoveries made as a result of disputes with
third parties regarding the System or the Marks will be for our account.
You must operate under and prominently display the Marks in your Hotel and eforea spa, and any
Restaurant Brand, if applicable. You may not adopt any other brands in operating your Hotel, the
eforea spa, or a Restaurant Brand that we do not approve. You also may not use any of the
Marks, or the word “DoubleTree,” or “Hilton” or any similar word(s) or acronyms: (a) in your
corporate, partnership, business or trade name; (b) any Internet-related name (including a domain
name); or (c) any business operated separate from your Hotel, including the name or identity of
developments adjacent to or associated with your Hotel without our prior written consent or as
provided in the Franchise Agreement or the Manual. Any unauthorized use of the Marks will be
an infringement of our rights and a material breach of the Franchise Agreement.
Agreements, Proceedings, Litigation and Infringing Uses
There are no agreements currently in effect which significantly limit our rights to use or license
the use of these Marks in any material manner. There are no infringements actually known to us
that could materially affect your use of the Marks. There are no effective determinations of the
United States Patent and Trademark Office, the Trademark Trial and Appeal Board or the
trademark administrator of any state or any court in the United States involving our Marks. There
is no pending material litigation or pending infringement, opposition or cancellation proceedings
in the United States that could materially affect the use of our Principal Mark. All required affidavits
and renewals have been filed.
ITEM 14
PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION
Our license from our affiliate HIH includes a license to all the intellectual property rights relating
to the Brand (as well as eforea spa and/or a Restaurant Brand as applicable) in the US. You may
use this intellectual property only in connection with the System and only in the manner we
designate, as set out in the Franchise Agreement and the Standards. If applicable, you may use
the intellectual property related to the eforea Brand only so long as you are operating an eforea
spa. If applicable, you may use the intellectual property related to a licensed Restaurant Brand
only so long as you are operating the restaurant or bar that we have approved to utilize that
Restaurant Brand. The Franchise Agreement does not grant you the right to use any other
intellectual property owned by any of our affiliates.
69 2024 US DOUBLETREE
Neither we nor our affiliate HIH own any rights in or licenses to any patents or registered
copyrights nor have any pending patent applications material to our franchise business. The
proprietary information of HIH, which has been licensed to us, consists of the Manual and all other
information or materials concerning the methods, techniques, plans, specifications, procedures,
information, systems and knowledge of and experience in the development, operation, marketing
and licensing of the System (“Proprietary Information”). You must treat the Proprietary Information
as confidential. You must adopt and implement all reasonable procedures we may periodically
establish to prevent unauthorized use or disclosure of the Proprietary Information, including
restrictions on disclosure to your employees and the use of non-disclosure and non-competition
clauses in agreements with your employees, agents and independent contractors who have
access to the Proprietary Information.
The Standards, as compiled in the Manual or set out in the Franchise Agreement or otherwise,
set forth our requirements and recommended practices and procedures regarding the
specifications, requirements, criteria, and policies for design, construction, renovation,
refurbishment, appearance, equipping, furnishing, supplying, opening, operating, maintaining,
marketing, services, service levels, quality, and quality assurance of System Hotel operations and
for hotel identification, advertising and accounting. Although neither we, nor HIH, nor any
predecessor of either of us, have filed an application for a copyright registration for the Manual,
we and HIH claim copyrights and the information is proprietary. You must comply with our
requirements concerning confidentiality of the Manual. You may not copy or distribute any part of
the Manual to anyone who is not affiliated with the System. You must promptly notify us, in writing,
when you learn of any unauthorized use of our Proprietary Information. We will respond as we
think appropriate. We are not, however, obligated to participate in your defense or indemnify you
for damages or expenses if you are a party to a proceeding involving the copyright on the Manual.
Items 11 and 15 of this Disclosure Document further describe the limitations on the use of the
Manual by you and your employees.
Although neither HIH nor any predecessor has filed an application for copyright registration for
the Hilton OnQ software, which includes OnQ (formerly System 21) and other Hilton systems
(namely the Revenue and Customer Relationship Management Systems), HIH claims copyrights
and the information is Proprietary Information. You may not copy or distribute any of the OnQ
software, and you must notify us of any unauthorized use of the OnQ software or any other Hilton
systems.
There are no agreements currently in effect which significantly limit your right to use any of HIH’s
claimed copyrighted materials. Also, there are no currently effective determinations of the U.S.
Patent and Trademark Office, Copyright Office (Library of Congress) or any court pertaining to or
affecting any of the claimed copyrights discussed above. Finally, as of the issuance date of this
Disclosure Document, neither we nor HIH are aware of any infringing uses of or superior prior
rights to any of their claimed copyrights which could materially affect your use of them.
If it becomes advisable at any time in our sole discretion to modify or discontinue the use of any
current or future copyright and/or the use of one or more additional or substitute copyrights, you
must comply with our instructions. We are not obligated to reimburse you for any costs, expenses
or damages.
Although the copyrights described above are claimed by HIH, the copyrights may be transferred
to another affiliate for administrative purposes periodically, and we will continue to have a license
to use them in connection with the System in our franchise business.
70 2024 US DOUBLETREE
Your and our obligations to protect your rights to use our copyrights are the same as the
obligations for the Marks described in Item 13 of this Disclosure Document.
All information that we provide to you, including but not limited to Personal Information, for your
use in connection with operating the Hotel during the Term is our property. You may not use any
such information after the Term, except as expressly permitted by us in writing in the Standards
or otherwise. All information we obtain from you or about your Hotel or its guests or prospective
guests under the Franchise Agreement or any related agreement (including agreements relating
to the computerized reservation, revenue management, property management, and other
system(s) we provide or require), or otherwise related to your Hotel (“Information”), and all
revenues we derive from the Information will also be our property (except for Information you
provide with respect to yourself and any affiliates, including your or your affiliates’ respective
officers, directors, shareholders, partners or members), which we may use for any reason as we
consider necessary or appropriate, in our judgment, including making financial performance
representations in our Franchise Disclosure Documents. At your own risk you may use
Information that you acquire from third parties in operating your Hotel, such as customer data (but
not including any such information obtained in connection with guest reservations or any loyalty
or frequent guest program operated by us or our Affiliates), at any time during or after the Term
to the extent lawful and, but only in connection with operating your Hotel.
You must abide by all applicable laws pertaining to the privacy and security of personal
information, including, without limitation, local, regional and national requirements applicable to
your Hotel (“Privacy Laws”). In addition, you must comply with our standards and policies
pertaining to the privacy and security of personal information, customer relationships and Privacy
Laws.
ITEM 15
OBLIGATION TO PARTICIPATE
IN THE ACTUAL OPERATION OF THE FRANCHISE BUSINESS
You must provide qualified and experienced management for the operation of your Hotel. To
fulfill this responsibility, your Hotel must be operated either by you or a third-party management
company (“Management Company”) that we have approved. No other person or entity may
operate the Hotel.
We will only grant approval when we consider you or your proposed Management Company to
be qualified to manage the Hotel. We may refuse to approve you or any proposed Management
Company that, in our reasonable business judgment, is inexperienced or unqualified in
managerial skills or operating capacity or capability, or is unable to adhere fully to the obligations
and requirements of the Franchise Agreement.
If you wish to manage your Hotel directly, you must have our prior written approval and
successfully complete our training program, unless we waive this requirement. If we determine
that you are not qualified to operate the Hotel, at any time, we may require you to retain a
Management Company that is acceptable to us to manage the Hotel.
If you wish to hire or are required to hire a Management Company to manage your Hotel, you
must obtain our prior written approval. Your Management Company must have the authority to
perform all of your obligations under the Franchise Agreement, including all indemnity and
insurance obligations. After we approve the Management Company, we can require the general
manager and other personnel, such as the director of sales, to attend training programs that
71 2024 US DOUBLETREE
pertain to the operational functions of the Hotel related to those roles as are necessary to meet
our Brand Standards. If your Management Company resigns or is terminated by you, or otherwise
becomes unsuitable or unqualified to operate the Hotel as determined by us, in our sole judgment,
you must retain a new Management Company that is acceptable to us within 90 days.
You are solely responsible for the management and operation of your Hotel at all times, regardless
of whether you are an individual, corporation, limited liability company, partnership or other entity.
Your engagement of a Management Company does not reduce your obligations under the
Franchise Agreement. We may communicate directly with your managers and Management
Company, and we have the right to rely on their communications to us as being on made your
behalf.
We will not require you or your Management Company to sign an agreement not to compete with
us after the Franchise Agreement terminates or expires. However, you may not engage, directly
or indirectly, in any cross-marketing or cross-promotion of your Hotel with any other hotel, motel
or related business without our prior written consent, except for System Hotels or Network Hotels.
You and your Management Company must not copy or disclose any confidential or proprietary
materials without our prior written consent.
In addition, you may not be a Competitor (defined below) and we reserve the right to not approve
a Competitor, or any entity that is the exclusive manager for a Competitor through itself or an
affiliate, to manage your Hotel. If your Management Company becomes a Competitor, you will
have 90 days to retain a qualified substitute Management Company that we approve.
A "Competitor" means any individual or entity that at any time during the Term, whether directly
or through an affiliate, owns in whole or in part, or is the licensor or franchisor of, a Competing
Brand, irrespective of the number of hotels owned, licensed or franchised by the Competitor under
such Competing Brand. A Competitor does not include an individual or entity that: (i) is a
franchisee of a Competing Brand; (ii) manages a Competing Brand hotel, so long as the individual
or entity is not the exclusive manager of the Competing Brand; or (iii) owns a minority interest in
a Competing Brand, so long as neither that individual or entity nor any of its affiliates is an officer,
director, or employee of the Competing Brand, or exercises, or has the right to exercise, control
over the business decisions of the Competing Brand. A “Competing Brand” means a hotel brand
or trade name that, in our sole business judgment, competes with the System or any Network
Hotel.
After a review of the financial information submitted with your Application and the proposed
ownership of the Hotel and real property, we determine guaranty requirements. Each required
guarantor, who may include the spouse of an owner of the Hotel or the franchisee, must sign a
Guaranty, by which the guarantor assumes and agrees to discharge certain of the Franchisee's
obligations under the Franchise Agreement. In addition, we may require you to provide a Guaranty
from a third party acceptable to us as a condition to our issuing a lender comfort letter for a loan
related to the Hotel or as a condition to our consent to certain kinds of loans you or your principals
may obtain. Such loans may include those in which the Hotel loan will be cross-collateralized
and/or cross-defaulted with loans to other hotels or loans secured by the Hotel that are not for the
direct benefit of the Hotel. If we send you a written notice of default, we may also require you to
provide a Guaranty from a third party acceptable to us covering all of your obligations under the
Franchise Agreement. A copy of the Guaranty is attached as Exhibit E.
72 2024 US DOUBLETREE
ITEM 16
RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL
We do not impose any restrictions as to the customers to whom you may sell goods or services.
In general, you must comply with our requirements as to the types and levels of services,
amenities and products that must or may be used, promoted or offered at or in connection with
the hotel. You must comply with our requirements regarding supplies, including our specifications
for all supplies and our policies regarding suppliers from whom you purchase supplies. High
standards are the essence of the System we license to you.
You must operate your Hotel 24 hours a day every day, except as we may otherwise permit based
on special circumstances. If you are operating an eforea spa, you must comply with the minimum
hours of operation for the spa that we may specify. If you are operating a restaurant or bar under
a Restaurant Brand, you must offer and sell the type and quality of food products that we specify,
and operate the restaurant or bar for all required meal periods we may specify (breakfast, lunch,
dinner, other). You must operate, furnish, maintain and equip the Hotel, any eforea spa, and any
restaurant or bar in the Hotel in a clean, safe and orderly manner and in first-class condition under
the provisions of the Franchise Agreement and the Standards, and in compliance with all
applicable local, state, and federal laws, customs and regulations, including maintaining and
conducting your business using sound business and financial practices. You must adopt, use and
comply with the Standards, and keep your Manual current at all times. You must also provide
efficient, courteous and high-quality service to the public.
You may not make any change in the number of approved guest rooms set forth in the Addendum
to your Franchise Agreement or any other significant change (including major changes in
structure, design or decor) in the hotel without our prior written approval. You may not offer
products or services, including spa treatments, unless and until they have been approved by us.
Minor redecoration and minor structural changes that comply with our standards and
specifications will not be considered significant.
We may require your Hotel to offer products, services, and amenities such as restaurants,
lounges, recreational facilities (swimming pool, whirlpool, exercise room, sauna, etc.), meeting
and function space, gift shops and other concessions, parking facilities, guest laundry, and
housekeeping services. As described in Item 8, we may develop promotional programs with third-
party companies that feature those companies’ branded products or services, and we may require
or permit your Hotel to participate in those promotional programs. We may also require or permit
your Hotel to accept guests with pets, and provide amenities, products, or services related to
those pets. The types and quality of the products, services, and amenities that your Hotel offers,
and any related charges that you assess guests, must comply with our Standards.
We may periodically require you to modernize, rehabilitate and/or upgrade your Hotel’s fixtures,
equipment, furnishings, furniture, signs, computer hardware and software and related equipment,
supplies and other items to meet the then current standards and specifications specified in the
Manual. These standards will benefit the System as a whole. You must make these changes at
your sole cost and expense. You must also maintain acceptable product quality ratings at your
Hotel and maintain the hotel in accordance with the Standards. We may make limited exceptions
from some of those standards based on local conditions or special circumstances, but we are not
required to do so.
There is no limit on our right to make changes to the System. We make changes to the System
based on our assessment of the long-term best interests of hotels using the System, considering
73 2024 US DOUBLETREE
the interest of the System overall. You must comply with all changes we adopt. We may require
that you purchase particular models or brands of merchandise for resale to be sold from the hotel
from us or from a source we designate.
You must participate in and use the required Reservation Service, including any additions,
enhancements, supplements or variants which we or our affiliates develop or adopt. You must
honor and give first priority on available rooms to all confirmed reservations referred to your Hotel
through the Reservation Service. The Reservation Service is the only reservation service or
system you may use for outgoing reservations referred by or from your Hotel to other hotels or
other reservations services we or our affiliates designate.
You must participate in, and pay all charges related to, all guest frequency programs we or Hilton
require, including the Hilton Honors Worldwide guest reward programs or any successor
programs. You must also honor the terms of any discount or promotional programs (including any
frequent guest program) that we or Hilton offer to the public on your behalf, any room rate quoted
to any guest when the guest makes an advance reservation, and any award guest certificates
issued to hotel guests participating in these programs. You may not charge any Mandatory Guest
Fee without our consent, in accordance with Brand Standards and subject to our requirements
for granting such consent.
We periodically adopt programs whereby our Systems and the systems of our affiliates, promote
each other. Currently, under a program we refer to as “cross-selling,” if a customer calls our
Reservations Service Center and we are unable to find suitable accommodations in any hotel in
the System (and the customer would otherwise terminate the phone call), we will try to find
suitable accommodations with System Hotels (or that of our affiliate). We may implement a
common platform for the reservation programs of our various hotel systems, so that we can cross-
sell the hotels of all our systems (and those of our affiliates).
You may not conduct or permit gaming or casino operations in the hotel or on the hotel premises
without our express written prior permission, which we may withhold at our sole discretion.
Except as described in the following sentence, you may not conduct or permit the sale of
timeshares, vacation ownership, fractional ownership, condominiums or like schemes at or
adjacent to your Hotel without our written permission; you may do so only as we permit and we
may withhold permission at our sole discretion. You may conduct timeshare or condominium sales
or marketing at any property that you own or lease which is located adjacent to the hotel so long
as you do not use any of the Marks in these sales efforts and you do not use the hotel or its
facilities in these timeshare or condominium sales, marketing efforts or business operations.
You may not share the business operations and your Hotel facilities with any other hotel, inn,
conference center, lodging facility or similar business without our express permission, which we
may withhold for any reason. If we permit your Hotel to share facilities with another hotel in our
Network (which is also franchised or managed by us or any of our Affiliates), then you must sign
the Shared Facilities Addendum to the Franchise Agreement, shown in Exhibit D to this Disclosure
Document. You are not allowed to engage in any tenant-in-common syndication or transfer of any
tenant-in-common interest in the hotel or the hotel site, other than a Transfer that is otherwise a
Permitted Transfer, without our express permission, which we may withhold for any reason. If we
permit you to share your business operation or engage in a tenant-in-common syndication or
transfer, you must comply with any terms that we require as a condition to our approval.
74 2024 US DOUBLETREE
ITEM 17
RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION
This table lists certain important provisions of the Franchise Agreement and related
agreements pertaining to renewal, termination, transfer and dispute resolution. You should
read these provisions in the agreements attached to this Disclosure Document. See
Exhibits D and G.
THE FRANCHISE RELATIONSHIP
Provision
Section in Franchise
Agreement (“FA”),
Spa Amendment and
HITS Agreement
Summary
a. Length of the
franchise term
FA § 3, Addendum
New Construction: Generally, at midnight on the last day of the
month 23 years after the Effective Date.
Conversion: Generally, at midnight on the last day of the month
10 to 20 years after the Opening Date.
Change of Ownership: Generally, either the remaining Term
under the existing franchise agreement, or such other term as
we may approve.
Spa Amendment §
2(a)
eforea spa: expires on the earlier of: (i) the termination of the
Spa Amendment or (ii) the expiration or termination of the
Franchise Agreement.
Restaurant Brands
Amendment §2(a)
Restaurant Brand: on the earlier of: (i) the termination of the
Restaurant Brand Amendment; or (ii) the expiration or
termination of the Franchise Agreement.
HITS Agreement 1.1
The HITS Agreement will run concurrently with the Franchise
Agreement and will automatically terminate on the termination or
expiration of the Franchise Agreement.
b. Renewal or
Extension of
the term
FA § 3
You do not have the right to renew or extend the Franchise
Agreement, including the Spa Amendment.
HITS Agreement - Not
applicable
The HITS Agreement will run concurrently with the Franchise
Agreement. You do not have the right to renew or extend the
HITS Agreement.
c. Requirements
for you to
renew or
extend
FA – Not applicable
You do not have the right to renew or extend, but if we agree, in
our sole discretion, to re-license, you may be asked to sign a
contract with materially different terms and conditions from the
original Franchise Agreement, and you must comply with any
PIP performance conditions that we specify.
HITS Agreement - Not
applicable
The HITS Agreement will run concurrently with the Franchise
Agreement. You do not have the right to renew or extend, but if
we agree, in our sole discretion, to re-license, you may be asked
to sign a new HITS Agreement with materially different terms
and conditions from the original HITS Agreement.
d. Termination by
you
FA §§13.4 and 13.5
You are not authorized to terminate the Franchise Agreement
before expiration of the Term. If you unilaterally terminate the
Franchise Agreement without cause, it is a material breach of
75 2024 US DOUBLETREE
Provision
Section in Franchise
Agreement (“FA”),
Spa Amendment and
HITS Agreement
Summary
the Franchise Agreement, and you must pay to us, on demand,
Liquidated Damages, or we may seek to recover actual
damages in certain circumstances.
Spa Amendment § 9
If you terminate the Franchise Agreement, your right to operate
the eforea spa will automatically terminate.
Restaurant Brands
Amendment §9
If you terminate the Franchise Agreement, your right to use the
designated Restaurant Brand will automatically terminate.
HITS Agreement – Not
applicable
You must operate under the HITS Agreement as long as the
Franchise Agreement is in effect.
e. Termination by
us without
cause
FA § 11.1
Condemnation: you must immediately inform us of any
proposed taking of any portion of the hotel by eminent domain,
and we may terminate the Franchise Agreement on notice to you
and will release you from the obligation to pay Liquidated
Damages.
FA § 11.2
Casualty: You must immediately inform us if the hotel is
damaged by fire or other casualty, or Event of Force Majeure. If
the casualty requires closing of the Hotel, you may choose to
repair or rebuild according to the Standards provided that the
Hotel reopens no later than 18 months after the closing. If you
elect not to repair or rebuild the Hotel after a condemnation or
casualty to the Hotel, we may terminate the franchise agreement
on notice to you. We will release you from the obligation to pay
Liquidated Damages as long as you and your Affiliates do not
own or operate a hotel at the Hotel site under a lease, license or
franchise with a Competitor within 3 years after the termination.
Spa Amendment § 9
If we terminate the Franchise Agreement, your right to operate
the eforea spa will automatically terminate.
Restaurant Brands
Amendment §9
If we terminate the Franchise Agreement, your right to use the
designated Restaurant Brand will automatically terminate.
HITS Agreement 4.1
If we terminate the Franchise Agreement or any other
agreement that allows you to operate the hotel, we can
terminate the HITS Agreement.
f. Termination by
us with cause
FA §13
Except as described above, we can terminate only if you fail to
satisfy any obligations under the Franchise Agreement or any
attachment to it
Spa Amendment § 9
Termination of the Franchise Agreement also terminates the Spa
Amendment.
HITS Agreement 4.1
Except as described above, we can terminate only if you fail to
satisfy any obligations under the HITS Agreement. Termination
of the Franchise Agreement also terminates the HITS
Agreement.
76 2024 US DOUBLETREE
Provision
Section in Franchise
Agreement (“FA”),
Spa Amendment and
HITS Agreement
Summary
g. "Cause"
defined –
defaults which
can be cured
FA §§8.6 and 13.1
We may terminate the Franchise Agreement by written notice to
you at any time before its expiration on any of the following
grounds: (1) you fail to pay us any sums due and owing to us or
our Affiliates or to pay or fund any amounts due under any of
Your Hotel Agreements within the cure period in the notice (at
least 10 days); (2) you fail to commence or complete the Hotel
Work by the applicable deadline, including any extensions, or fail
to open the Hotel on the Opening Date, and do not cure that
default within the cure period in the notice (at least 10 days); (3)
you do not purchase or maintain required insurance or do not
reimburse us for our purchase of insurance on your behalf within
the cure period in the notice (at least 10 days); or (4) you fail to
comply with any provision of the Franchise Agreement, the
Manual, or any Standard that can be cured (see subsection h.
below) and do not cure that default within the cure period in the
notice (at least 30 days). If we send you a written notice that you
are in default for failing to pay or fund amounts due, we may
require an acceptable third-party guaranty as a condition of
curing the default.
FA §13.3
If we send you a written notice that you are in default, we may
elect to impose an Interim Remedy, including the suspension of
our obligations under this Agreement and/or our or our Affiliates’
obligations under Your Hotel Agreements. We may: (1) suspend
the Hotel from the Reservation Service and any reservation
and/or website services provided through or by us; (2) remove
the listing of the Hotel from any directories or advertising we
publish; (3) divert reservations previously made for the Hotel to
other System Hotels or Network Hotels; (4) disable all or any
part of the software provided to you under Your Hotel
Agreements and/or may suspend any one or more of the
information technology and/or network services that we provide
or support under Your Hotel Agreements; (5) charge you for
costs related to suspending or disabling your right to use any
software systems or technology we provided to you, together
with intervention or administration fees as set forth in the
Standards; (6) revoke any financial accommodations (including
but not limited to any Monthly Fee discounts, fee ramps or fee
waivers that we have granted and charge you the then-current
standard fee or charge that would have otherwise applied absent
the temporary financial accommodation.
HITS Agreement 4.1
We can terminate if you (1) fail to pay us sums due and fail to
cure your default within 10 days; (2) you breach your obligations
of confidentiality; (3) you fail to timely refresh the Authorized
Equipment; or (4) you default under any other provision of the
HITS Agreement and fail to cure your default within 30 days after
notice from us. The HITS Agreement will automatically
terminate on the termination or expiration of your Franchise
Agreement.
77 2024 US DOUBLETREE
Provision
Section in Franchise
Agreement (“FA”),
Spa Amendment and
HITS Agreement
Summary
h. "Cause"
defined – non-
curable
defaults
FA §13.2
We may terminate the Franchise Agreement immediately on
notice to you, without giving you any opportunity to cure the
default if any of the following occur:
FA §13.2 (1)
after curing any material breach, you engage in the same non-
compliance within any consecutive 24-month period, whether or
not the non-compliance is corrected after notice, which pattern of
non-compliance in and of itself will be deemed material;
FA §13.2 (2)
we send you 3 notices of material default in any 12-month
period, regardless of whether the defaults have been cured;
FA §13.2 (3)
you fail to pay debts as they become due or admit in writing your
inability to pay your debts or you make a general assignment for
the benefit of your creditors;
FA §13.2 (4)
you file a voluntary petition in bankruptcy or any pleading
seeking any reorganization, liquidation, or dissolution under any
law, or you admit or fail to contest the material allegations of any
such pleading filed against you or the hotel, and the action
results in the entry of an order for relief against you under the
Bankruptcy Code, the adjudication of you as insolvent, or the
abatement of the claims of creditors of you or the hotel under
any law; or you have an order entered against you appointing a
receiver for the hotel or a substantial part of your or the hotel’s
assets;
FA §13.2 (5)
you or your Guarantor lose possession or the right to possession
of all or a significant part of the hotel or hotel Site for any reason
other than those described in Section 11;
FA §13.2 (6)
you fail to operate the hotel for 5 consecutive days, unless the
failure to operate is due to an event of Force Majeure, provided
that you have taken reasonable steps to minimize the impact of
such events;
FA §13.2 (7)
you contest in any court or proceeding our ownership of the
System or any part of the System or the validity of any of the
Marks;
FA §13.2 (8)
you or any Equity Owner with a controlling Equity Interest, or any
of your Affiliates, employees, or Management Company, engage
in conduct that we reasonably determine is likely to adversely
reflect upon or affect in any manner the reputation, goodwill, or
business of the Hotel, the System, us and/or our Affiliates;
FA §13.2 (9)
you conceal revenues, maintain false books and records of
accounts, submit false reports or information to us or otherwise
attempt to defraud us;
FA §13.2 (10)
you Transfer any interest that is not in compliance with the
Franchise Agreement;
FA §13.2 (11)
you, your Affiliate or any Guarantor become a Sanctioned
Person or are owned or controlled by a Sanctioned Person or
78 2024 US DOUBLETREE
Provision
Section in Franchise
Agreement (“FA”),
Spa Amendment and
HITS Agreement
Summary
otherwise breach the representations in the Franchise
Agreement;
FA §13.2 (12)
information is disclosed involving you or your Affiliates, which, in
our business judgment, is likely to adversely reflect on or affect
in any manner, any gaming licenses or permits held by us or our
Affiliates or the then-current stature of us or any of our Affiliates
with any gaming commission, board, or similar governmental or
regulatory agency;
FA §13.2 (13)
any Guarantor breaches its guaranty to us;
FA §13.2 (14)
a threat or danger to public health or safety results from the
construction, maintenance, or operation of the Hotel;
FA §13.2 (15)
you, your Affiliate or a Guarantor become a Competitor except
as otherwise permitted by Subsection 5.1.28;
FA §13.2 (16)
any of Your Hotel Agreements is terminated based on a breach
or default by you or your Affiliates; or
FA Shared Facilities
Addendum
if we withdraw our consent to your Hotel’s use of Shared
Facilities and you fail to construct comparable facilities or
amenities in order for the Hotel to meet the Standards.
HITS Agreement 4.1
You have no right to cure once your Franchise Agreement
terminates.
i. Your obligations
on termination,
expiration or
non-renewal
FA §13.6
On termination or expiration of the Agreement you must
immediately do all of the following:
FA §13.6 (1)
pay all sums due and owing to us or any of our Affiliates,
including liquidated damages and any expenses incurred by us
in obtaining injunctive relief for the enforcement of this
Agreement;
FA §13.6 (2)
cease operating the Hotel as a System Hotel and cease using
the System;
FA §13.6 (3)
cease using the Marks, the Trade Name, and any confusingly
similar names, marks, trade dress systems, insignia, symbols, or
other rights, procedures, and methods; deliver all goods and
materials containing the Marks to us; make any specified
changes to the location as we may reasonably require for this
purpose, which will include removal of the signs, custom
decorations, and promotional materials;
FA §13.6 (4)
cease representing yourself as then or formerly a System Hotel
or affiliated with the Licensed Brand or the Network;
FA §13.6 (5)
return all copies of the Manual and any other Proprietary
Information to us;
FA §13.6 (6)
cancel all assumed name or equivalent registrations relating to
your use of any Mark, notify the telephone company and all
listing agencies and directory publishers including Internet
domain name granting authorities, Internet service providers,
79 2024 US DOUBLETREE
Provision
Section in Franchise
Agreement (“FA”),
Spa Amendment and
HITS Agreement
Summary
global distribution systems, and web search engines of the
termination or expiration of your right to use the Marks, the
Trade Name, and any telephone number, any classified or other
telephone directory listings, Internet domain names, uniform
resource locators, website names, electronic mail addresses,
search engine metatags and keywords associated with the hotel,
and authorize their transfer to us; and
FA §13.6 (7)
irrevocably assign and transfer to us (or to our designee) all of
your right, title and interest in any domain name listings and
registrations that contain any reference to our Marks, System,
Network or Licensed Brand; notify the applicable domain name
registrars of the termination of your right to use any domain
name or Sites associated with the Marks or the Licensed Brand;
and authorize and instruct the cancellation of the domain name,
or transfer of the domain name to us (or our designee), as we
specify; delete all references to our Marks, System, Network or
Licensed Brand from any Sites you own, maintain or operate
beyond the expiration or termination of the Franchise
Agreement.
Spa Amendment §§9
and 10
If your right to operate an eforea spa terminates or expires, your
post-term obligations include termination of use of the eforea
Brand and any other Brands, marks, systems or other rights
licensed to you for the spa, delivery of all items containing any
portion of our trademarks or service marks to us for use by us as
we may see fit, make the changes we request to your Hotel,
hotel site and spa to de-identify your spa as an eforea spa,
return all copies of the eforea spa Manual, cancel all assumed
name or equivalent registrations and transfer any domain name
listings and registrations that contain any reference to the eforea
Brand to us, and cease representing yourself or the hotel as
then or formerly operating an eforea spa.
Restaurant Brands
Amendment §§9 and
10
If your right to use the designated Restaurant Brand terminates
or expires, your post-term obligations include termination your
use of the Restaurant Brand and any other brands, marks,
systems or other rights licensed to you for the restaurant,
delivery of all items containing any portion of our trademarks or
service marks to us for use by us as we may see fit, make the
changes we request to your Hotel, hotel site and restaurant to
de-identify your restaurant as an Restaurant Brand, return all
copies of the Restaurant Brand Guidelines, cancel all assumed
name or equivalent registrations and transfer any domain name
listings and registrations that contain any reference to the
Restaurant Brand to us, and cease representing yourself or the
hotel as then or formerly operating a Restaurant Brand
restaurant.
HITS Agreement 4.2
You must stop using our software and related documents, return
all copies to us, and certify to us that you have done so.
80 2024 US DOUBLETREE
Provision
Section in Franchise
Agreement (“FA”),
Spa Amendment and
HITS Agreement
Summary
j. Assignment of
contract by us
FA §12.1
We may assign or transfer the Franchise Agreement and any of
our rights, duties or assets to any person or entity without your
consent so long as the assignee assumes all of our obligations
to permit you to operate the Hotel.
HITS Agreement 2.1
HSS may delegate its operational responsibilities under the
HITS Agreement to third parties but remains responsible.
k. "Transfer" by
you – definition
FA §§1 and 12.2
Any sale, lease, assignment, spin-off, transfer, or other
conveyance of a direct or indirect legal or beneficial interest,
including a transfer of an interest the hotel, the Franchise
Agreement, the site on which the hotel is located or any direct or
indirect Equity Interest (as defined in the Franchise Agreement).
You may not transfer to a Competitor or a Sanctioned Person.
HITS Agreement – Not
applicable
Transfer is not defined in the HITS Agreement. We consider any
attempt on your part to transfer or assign any of your rights or
obligations under the HITS Agreement to be a “transfer” by you.
l. Our approval
of transfer by you
FA §12.2
A Transfer of any interest in you, the Hotel, the Hotel Site, or the
Franchise Agreement (or any rights or obligations under it) are
prohibited unless expressly allowed in the Franchise Agreement.
The Franchise Agreement allows 2 types of Transfers if certain
conditions are satisfied: (a) Permitted Transfers; and (b) Change
of Ownership Transfers. In any Transfer, the proposed
Transferee may not be a Sanctioned Person or a Competitor.
HITS Agreement 2.1
You have no right to assign the HITS Agreement. If there is a
Change of Ownership transfer of the Franchise Agreement, we
may permit the HITS Agreement to be assigned.
m. Conditions for
our approval of
transfer
FA §12.2.1
Permitted Transfers are Transfers that will not result in a change
of Control of you, the Hotel, or the Hotel Site.
FA §12.2.1.1
You may complete the following types of Permitted
Transfers without giving us notice or obtaining our consent:
Transfers of (a) Publicly Traded Equity Interests; (b) privately
held Equity Interests when the transferee will hold less than 50%
after the Transfer, and there is no resulting change of Control;
and (c) interests within and to designated institutional investment
funds if the named asset manager does not change.
FA §12.2.1.2
For the following types of Permitted Transfers, unless the
Transfer otherwise qualifies under 12.2.1.1, you must give us 60
days’ written notice, obtain our consent, follow our then-current
procedure for processing Permitted Transfers, sign documents
required by us, and pay a processing fee: Transfers (a) to
Affiliates; (b) to a family member or trust; (c) on death; and (d) of
privately-held Equity Interests if more than 50% will have
changed hands since the Effective Date of the Franchise
Agreement.
81 2024 US DOUBLETREE
Provision
Section in Franchise
Agreement (“FA”),
Spa Amendment and
HITS Agreement
Summary
FA §12.2.2
Any Transfer that is not a Permitted Transfer under §12.2.1 is a
Change of Ownership Transfer. You must give 60 days’ written
notice and provide any information we may require to consent to
this type of transfer, not be in default; pay all amounts due to us
and our Affiliates through closing; conclude any suit, action or
proceeding that is pending or threatened against you, us or any
of our Affiliates with respect to the Hotel, or provide adequate
security. Proposed transferee must meet our then-current
business requirements for new franchisees, including credit,
background investigation, operations experience, prior business
dealings, and other relevant factors. Proposed transferee must
submit a completed and signed Change of Ownership
Application, pay our Franchise Application Fee, sign our then-
current form of franchise agreement, agree to our request for
upgrades to the hotel (which may include payment of a PIP fee);
agree to indemnify, hold harmless and defend us and our
affiliates against any action by a Government Entity arising in
connection with any fees or costs you charged to customers;
and, if applicable, the Proposed transferee’s guarantors must
sign our then-current form of guaranty of franchise agreement.
Proposed transferee must not be a Sanctioned Person or a
Competitor. If the transferee has SBA financing, you and the
transferee must agree to escrow and disburse our estimated
fees to us at closing. We will refund any excess about 30 days
after closing.
FA §12.3
You must give 60 days’ advance notice of a public offering or
private placement; follow our instructions about the use of the
Marks and disclosure; and indemnify us from any claims related
to the offer or sale of your securities; pay a processing fee when
you submit the request and pay any additional costs we may
incur.
FA §12.4
You or an Equity Owner may mortgage or pledge the hotel or an
Equity Interest to a lender that finances the acquisition,
development or operation of the hotel, without notifying us or
obtaining our consent, if (i) you or the applicable Equity Owner
are the sole borrower, and (ii) the loan is not secured by any
other hotels or other collateral. You must notify us of any other
proposed mortgage or pledge, including any collateral
assignment of this Agreement, and obtain our consent, which we
may withhold in our business judgment. We will evaluate the
proposed mortgage or pledge according to our then-current
procedure and standards for processing such requests. We may
issue our consent in the form of a “lender comfort letter”
agreement in a form satisfactory to us, and may include an
estoppel and general release of claims. We charge a fee for the
processing of a lender comfort letter.
FA §5.1.23
You may lease or sublease commercial space in the hotel, or
enter into concession arrangements for operations in connection
with the hotel, in the ordinary course of business, subject to our
82 2024 US DOUBLETREE
Provision
Section in Franchise
Agreement (“FA”),
Spa Amendment and
HITS Agreement
Summary
right to review and approve the nature of the proposed business
and the proposed brand and concept, all in keeping with our
then current Standards for System Hotels.
Spa Amendment §8
You may not transfer the hotel or the eforea spa without
simultaneously transferring the other to the same buyer.
HITS Agreement 2.1
You have no right to assign the HITS Agreement. If there is a
Change of Ownership transfer of the Franchise Agreement, we
may permit the HITS Agreement to be assigned.
Restaurant Brand
Amendment §8
Unless we terminate the Restaurant Brand Amendment, you
may not transfer the hotel or the restaurant using a Restaurant
Brand without simultaneously transferring the other to the same
buyer.
n. Our right of first
refusal to
acquire your
business
FA §19
None, but you must notify us if you want to market any Equity
Interests, other than a Transfer under §§ 12.2.1 or 12.2.2.
HITS Agreement – Not
applicable
None.
o. Our option to
purchase your
business
FA – Not applicable
None.
HITS Agreement – Not
applicable
None.
p. Your death or
disability
FA §12.2.1.2.3
On the death of a Franchisee or Equity Owner who is a natural
person, this Agreement or the Equity Interest of the deceased
Equity Owner may Transfer in accordance with such person’s
will or, if such person dies intestate, in accordance with laws of
intestacy governing the distribution of such person’s estate
without our consent, provided that: (a) the Transfer Upon Death
is to an immediate family member or to a legal entity formed by
such family member(s); and (b) within 1 year after the death,
such family member(s) or entity meet all of our then current
requirements for an approved applicant and the transfer
otherwise satisfies our conditions.
HITS Agreement – Not
applicable
None.
q. Non-
competition
covenants
during the term
of this franchise
FA §§1 and 5.1.28
You and your Affiliates may not, indirectly or directly, own or be
a licensor or franchisor of a hotel brand that competes with the
System, a System Hotel or Network Hotel in our sole judgment,
but you may own a minority interest in a Competitor under
certain circumstances, and you may be a franchisee of a
Competitor, or manage a property of a Competitor.
Spa Amendment §8
While you are operating an eforea spa, neither you nor any
affiliate of yours may operate, have operated on your behalf or
on behalf of an affiliate, or allow the operation of, another spa
that is in, adjacent to, or associated in any way with, the hotel.
83 2024 US DOUBLETREE
Provision
Section in Franchise
Agreement (“FA”),
Spa Amendment and
HITS Agreement
Summary
Restaurant Brand
Amendment – Not
Applicable
None.
HITS Agreement – Not
applicable
None.
r. Non-
competition
covenants after
the franchise is
terminated or
expires
FA – Not applicable
None.
HITS Agreement –
Not applicable
None.
s. Modification of
the agreement
FA §16.5.1
All changes to the Franchise Agreement must be in writing and
signed by an authorized person on behalf of you and us, but we
can change the Standards, the Manual and other materials.
HITS Agreement 1.1
No additions or modifications to the Agreement unless in writing
and signed by all parties.
t. Integration/
merger clause
FA §16.4
Only the terms of the Franchise Agreement, the Application, the
Guaranty and any other related agreements signed by the
parties are enforceable (subject to state law). Any other
promises may not be enforceable. However, nothing in this
section disclaims the statements made in our franchise
disclosure document.
HITS Agreement 1.1
Only the terms of the Agreement (and any representations in the
franchise disclosure document) are binding (subject to state
law). Any other promises may not be enforceable.
u. Dispute
resolution by
arbitration or
mediation
FA – Not applicable,
except in Puerto Rico,
Puerto Rico
Addendum §16.2.2.
None, except in Puerto Rico. In Puerto Rico, except as noted
below, all claims and disputes will be settled by arbitration
conducted by the American Arbitration Association, JAMS, or
similar arbitral body chosen at our election, in accordance with
the Federal Rules of Civil Procedure, by 1 or more arbitrators
chosen in accordance with those rules. To the extent the Federal
Rules of Civil Procedure do not govern certain procedures or
requirements relating to the arbitration, the rules of the
applicable arbitral body will apply. The proceedings will be
conducted in English. As an alternative to arbitration, we may
elect to initiate or maintain any action for temporary remedies, or
injunctive or other equitable relief, in any court, governmental
agency, or other authority with jurisdiction over the matter.
Issues relating to the conduct of any arbitration proceeding, and
the enforcement of any arbitration award, will be governed by
the Federal Arbitration Act.
HITS Agreement 1.1.
Same as Franchise Agreement.
84 2024 US DOUBLETREE
Provision
Section in Franchise
Agreement (“FA”),
Spa Amendment and
HITS Agreement
Summary
v. Choice of
forum
FA §16.2.2, Puerto
Rico Addendum,
§16.2.2.
Court actions must be brought in the U.S. District Court for the
Eastern District of Virginia, in Alexandria, Virginia, or, if there is
no subject matter jurisdiction in federal court, in a state court of
competent jurisdiction in either Fairfax County, Virginia, or New
York, New York, but we may elect to bring an action against you
where the hotel is located.
For Puerto Rico arbitration actions, the venue will be Fairfax
County, Virginia, and the seat of the arbitration will be New York,
New York. An arbitration award may be confirmed in any court
of competent jurisdiction.
HITS Agreement 1.1
Same as Franchise Agreement.
w. Choice of law
FA §16.2.1
New York law applies, without recourse to New York choice of
law on conflicts of law principles, except to the extent governed
by the United States Trademark Act of 1946 (Lanham Act, 15
USC § 1050) (subject to state law).
HITS Agreement 1.1
Same as Franchise Agreement.
ITEM 18
PUBLIC FIGURES
We currently do not use any public figure to promote our licenses.
ITEM 19
FINANCIAL PERFORMANCE REPRESENTATIONS
The FTC’s Franchise Rule permits a franchisor to provide information about the actual or potential
financial performance of its franchised and/or franchisor-owned outlets, if there is a reasonable
basis for the information, and if the information is included in the disclosure document. Financial
performance information that differs from that included in Item 19 may be given only if: (1) a
franchisor provides the actual records of an existing outlet you are considering buying; or (2) a
franchisor supplements the information provided in this Item 19, for example, by providing
information about possible performance at a particular location or under particular circumstances.
The charts below set forth certain historic performance information for DoubleTree and
DoubleTree Suites hotels operating in the US (but not its Territories or Possessions). The charts
do not include DoubleTree Club locations.
In this Item 19, the term "Company-Managed" refers to hotels owned and/or managed by Hilton
Worldwide or its affiliates, including franchised hotels. “Franchisee-Managed” refers to hotels that
are franchised and are managed by the franchisee or a non-Hilton Worldwide management
company retained by the franchisee. “Comparable Hotels” means those that: (i) were active and
operating in our system for at least one full calendar year as of the end of the current period, and
open January 1st of the previous year; (ii) have not undergone a change in brand or ownership
85 2024 US DOUBLETREE
type during the current or comparable periods reported; (iii) have not sustained substantial
property damage or undergone large-scale capital projects impacting common areas and/or
available guest rooms; (iii) have not removed or added a substantial number of guest rooms; or
(iv) for which comparable results are not available.
As of December 31, 2023, there were a total of 385 DoubleTree or DoubleTree Suites branded
hotels operating in the US. Of these, 290 were classified as Comparable Hotels. Of the
Comparable hotels, 24 were Company-Managed and 266 were Franchisee-Managed. The
financial performance results detailed in this section for 2022 and 2023 are for the 2023
Comparable Hotels, defined above to provide a year-over-year comparison.
The following charts show Average Room Rate and Average Occupancy for Comparable Hotels
and the number and percentage of Company-Managed and Franchisee-Managed Comparable
Hotels that met or exceeded the average. Average Room Rate and Average Occupancy are
calculated based on information routinely reported to Hilton Worldwide by individual System
Hotels.
Room Rate
2022
2023
Average room rate of all Comparable Hotels
$150.13
$156.41
Median room rate of all Comparable Hotels
$142.69
$147.86
Number and percentage of Comparable Company-Managed Hotels which met or
exceeded Average Room Rate
21/75.0%
15/62.5%
Number and percentage of Comparable Company-Managed Hotels which met or
exceeded Median Room Rate
23/82.1%
19/79.2%
Number and percentage of Comparable Franchisee-Managed Hotels which met or
exceeded Average Room Rate
95/32.9%
95/35.7%
Number and percentage of Comparable Franchisee-Managed Hotels which met or
exceeded Median Room Rate
136/47.1%
126/47.4%
Source: Hilton
Occupancy
2022
2023
Average Occupancy of all Comparable Hotels
64.0%
67.9%
Median Occupancy of all Comparable Hotels
65.1%
68.2%
Number and percentage of Comparable Company-Managed Hotels which met or
exceeded the Average Occupancy
19/67.9%
15/62.5%
Number and percentage of Comparable Company-Managed Hotels which met or
exceeded the Median Occupancy
18/64.3%
14/58.3%
Number and percentage of Comparable Franchisee-Managed Hotels which met or
exceeded the Average Occupancy
152/52.6%
137/51.5%
Number and percentage of Comparable Franchisee-Managed Hotels which met or
exceeded the Median Occupancy
141/48.8%
131/49.2%
Source: Hilton
The following charts show the Occupancy Index and RevPAR Index for Comparable Hotels, open
as of January 31, 2023, and the number and percentage of Company-Managed and Franchisee-
Managed Comparable Hotels that met or exceeded the average. Occupancy Index and RevPAR
Index calculations are based on competitive set data provided by STR, LLC and its affiliates
(collectively “STR”), an independent research firm that provides information to the hotel industry.
86 2024 US DOUBLETREE
STR receives information directly from hotel chains or individual hotel properties. We have not
audited or independently verified the information provided by STR. The indices presented are
relative to a competitive set that has been identified for STR by each Comparable Company-
Managed or Franchisee-Managed hotel. They do not represent every hotel or lodging facility in a
geographic area. Generally, each of Company-Managed or Franchisee-Managed hotels must
identify at least three competitive hotels.
The charts for Occupancy Index and RevPAR Index utilize a weighting that involves adjusting the
competitive set’s rooms available (supply) to equal the room count of the subject property. After
each competitive set is weighted, the brand performance aggregates are calculated. STR refers
to this process as “portfolio weighting”.
Occupancy Index - The Occupancy Index measures a hotel’s occupancy performance relative to
an aggregated grouping of hotels (competitive set, market, tract, etc.). Occupancy Index is
designed to measure a hotel's share of the segment's demand (demand = rooms sold). An index
of 100 represents a fair share compared to the aggregated group of hotels. An index greater than
100 represents more than fair share of the aggregated group’s performance.
The Occupancy Index is calculated as follows:
(Hotel Occupancy / Comp Set Occupancy) x 100 = Occupancy Index.
Occupancy Index
2022
2023*
Average Occupancy Index of all Comparable Hotels
103.5
104.4
Median Occupancy Index of all Comparable Hotels
104.3
105.3
Number & Percentage of Comparable Company-Managed Hotels which met or
exceeded Average Occupancy Index
13/46.4%
14/58.3%
Number & Percentage of Comparable Company-Managed Hotels which met or
exceeded Median Occupancy Index
12/42.9%
14/58.3%
Number & Percentage of Comparable Franchisee-Managed Hotels which met or
exceeded Average Occupancy Index
153/53.3%
139/52.5%
Number & Percentage of Comparable Franchisee-Managed Hotels which met or
exceeded Median Occupancy Index
146/50.9%
131/49.4%
* This table does not include 2 Comparable Franchisee-Managed DoubleTrees for 2022 and 3 Comparable Franchisee-Managed
DoubleTrees for 2023, because data for these hotels was insufficient.
Source: STR and Hilton
RevPAR Index - The RevPAR Index measures a hotel’s RevPAR (revenue per available room)
relative to an aggregated grouping of hotels (competitive set, market, tract, etc.). An index of 100
represents a fair share compared to the aggregated group of hotels. An index greater than 100
represents more than fair share of the aggregated group’s performance. RevPAR Index is
calculated as follows:
(Hotel RevPAR / Comp Set RevPAR) x 100 = RevPAR Index.
RevPAR Index
2022
2023*
Average RevPAR Index of all Comparable Hotels
104.5
105.5
87 2024 US DOUBLETREE
RevPAR Index
2022
2023*
Median RevPAR Index of all Comparable Hotels
106.4
107.2
Number & Percentage of Comparable Company-Managed Hotels which met or
exceeded Average RevPAR Index
17/60.7%
14/58.3%
Number & Percentage of Comparable Company-Managed Hotels which met or
exceeded Median RevPAR Index
16/57.1%
14/58.3%
Number & Percentage of Comparable Franchisee-Managed Hotels which met or
exceeded Average RevPAR Index
157/54.7%
139/52.5%
Number & Percentage of Comparable Franchisee-Managed Hotels which met or
exceeded Median RevPAR Index
142/49.5%
131/49.4%
* This table does not include 2 Comparable Franchisee-Managed DoubleTrees for 2022 and 3 Comparable Franchisee-Managed
DoubleTrees for 2023, because data for these hotels was insufficient.
Source: STR and Hilton
Some of our franchisees have achieved the results in this analysis. Your individual results may
differ. There is no assurance that you will achieve room rates, occupancy rates, or index
performance at the levels reflected in this analysis.
We recommend that you consult your attorney, accountant, and other professional advisors
before entering into any agreement with us, and conduct an assessment of the occupancy rates,
room rates, and index performance that you may achieve in your specific location to construct
your own business plan and financial projections regarding sales, revenues, costs, customer
base, and business development for your Hotel. There are independent firms that have
experience in preparing market studies for hotels and appraising and evaluating hotel operations.
You may wish to obtain a market study from such a firm to help you project your potential sales,
costs, income and profits.
A hotel’s financial performance will be affected by a variety of factors including the following: the
nature and extent of your competition; whether competitive hotels in your market are affiliated
with any chains or other centralized reservation systems; the age and established customer base
of competitive hotels; the in-room and common area facilities and amenities of your Hotel versus
competitive hotels; whether your geographic area has a greater or lesser demand for hotel
accommodations, which can turn on a number of factors; the frequency of business travel to/from
your geographic area; whether your Hotel is situated at or near an airport; whether your Hotel is
situated close to or remote from a central business district; whether your Hotel is situated in a
geographic area that attracts vacation travelers; the type of Hotel you operate – resort, full-
service, limited service, all suites or rooms only; whether your Hotel offers food, beverage and/or
convention and meeting services; whether your Hotel is situated near a college, resort attraction,
theme park or other institution that generates lodging demand; the length of time your Hotel has
been open to the public; and the length of time your Hotel has been affiliated with us.
Other than the preceding financial performance representation, we do not make any financial
performance representations. We also do not authorize our employees or representatives to make
any such representations either orally or in writing. If you are purchasing an existing outlet,
however, we may provide you with the actual records of that outlet. If you receive any other
financial performance information or projections of your future income, you should report it to our
management by contacting William Fortier, 7930 Jones Branch Drive, Suite 1100, McLean,
Virginia 22102, 703-883-1000, the Federal Trade Commission, and the appropriate state
regulatory agencies.
88 2024 US DOUBLETREE
We will make available to you on reasonable request written substantiation for the above financial
performance representations, but we are under no obligation to disclose to you specific
information about a particular hotel.
ITEM 20
OUTLETS AND FRANCHISEE INFORMATION
Table No. 1
Systemwide Hotel Summary
For Years 2021 to 2023
Hotel Type
Year
Hotels at the Start
of the Year
Hotels at the End
of the Year
Net Change
Franchised
2021
345
345
0
2022
345
354
+9
2023
354
361
+7
Company Owned
2021
0
0
0
2022
0
0
0
2023
0
0
0
Total Hotels
2021
345
345
0
2022
345
354
+9
2023
354
361
+7
Table No. 2
Transfers of Franchised Hotels to New Owners (Other than the Franchisor)
For Years 2021 to 2023
State
Year
Number of Transfers
Alabama
2021
0
2022
1
2023
0
Arizona
2021
0
2022
1
2023
1
California
2021
0
2022
1
2023
2
Colorado
2021
0
2022
1
2023
0
Florida
2021
1
2022
4
2023
1
Georgia
2021
2
2022
2
2023
0
Illinois
2021
2
2022
0
2023
0
Louisiana
2021
1
2022
0
2023
0
Maine
2021
0
2022
1
2023
0
89 2024 US DOUBLETREE
State
Year
Number of Transfers
Maryland
2021
0
2022
0
2023
1
Massachusetts
2021
0
2022
0
2023
2
Michigan
2021
0
2022
0
2023
1
Minnesota
2021
1
2022
0
2023
0
Mississippi
2021
0
2022
1
2023
0
Missouri
2021
1
2022
0
2023
1
Nevada
2021
0
2022
1
2023
0
New Jersey
2021
1
2022
0
2023
1
New York
2021
1
2022
0
2023
1
North Carolina
2021
1
2022
1
2023
1
Ohio
2021
0
2022
1
2023
1
Oklahoma
2021
0
2022
0
2023
1
Oregon
2021
0
2022
2
2023
0
Pennsylvania
2021
2
2022
2
2023
0
Tennessee
2021
1
2022
0
2023
1
Texas
2021
0
2022
1
2023
0
Utah
2021
1
2022
0
2023
0
Washington
2021
0
2022
1
2023
1
Total
2021
15
2022
21
2023
16
90 2024 US DOUBLETREE
Table No. 3
Status of Franchised Hotels
For Years 2021 to 2023
State
Year
Hotels
at Start
of Year
Hotels
Opened
Termin-
ations
Non-
Renewal
s
Reacquired
by
Franchisor
Ceased
Operation
s - Other
Reasons
Hotels at
End of
the Year
Alabama
2021
6
0
0
0
0
0
6
2022
6
0
0
0
0
0
6
2023
6
0
0
0
0
0
6
Arizona
2021
11
1
0
0
0
0
12
2022
12
0
0
0
0
0
12
2023
12
0
0
0
0
0
12
Arkansas
2021
5
0
1
0
0
0
4
2022
4
0
0
0
0
0
4
2023
4
0
0
0
0
0
4
California
2021
37
2
0
0
0
+1
40
2022
40
1
0
0
0
0
41
2023
41
1
-2
0
0
0
40
Colorado
2021
12
0
0
0
0
0
12
2022
12
0
0
0
0
+2
14
2023
14
0
0
0
0
0
14
Connecticut
2021
3
0
0
0
0
0
3
2022
3
0
0
0
0
0
3
2023
3
0
0
0
0
0
3
Delaware
2021
2
0
0
0
0
0
2
2022
2
0
0
0
0
0
2
2023
2
0
0
0
0
0
2
Florida
2021
27
0
0
0
0
0
27
2022
27
0
0
0
0
-1
26
2023
26
2
-1
0
0
0
27
Georgia
2021
13
0
0
0
0
0
13
2022
13
0
0
0
0
0
13
2023
13
0
0
0
0
0
13
Hawaii
2021
1
0
0
0
0
0
1
2022
1
0
0
0
0
0
1
2023
1
0
0
0
0
0
1
Idaho
2021
0
0
0
0
0
0
0
2022
0
0
0
0
0
0
0
2023
0
0
0
0
0
0
0
Illinois
2021
15
0
0
0
0
0
15
2022
15
0
0
0
0
0
15
2023
15
0
0
0
0
-1
14
Indiana
2021
4
0
0
0
0
0
4
2022
4
0
0
0
0
0
4
2023
4
0
0
0
0
0
4
Iowa
2021
2
1
0
0
0
0
3
2022
3
0
0
0
0
0
3
2023
3
0
0
0
0
0
3
Kansas
2021
2
0
0
0
0
0
2
2022
2
0
0
0
0
0
2
2023
2
0
0
0
0
0
2
Kentucky
2021
2
0
0
0
0
0
2
2022
2
0
0
0
0
0
2
2023
2
0
0
0
0
0
2
Louisiana
2021
4
0
0
0
0
0
4
2022
4
1
0
0
0
0
5
2023
5
0
0
0
0
0
5
91 2024 US DOUBLETREE
State
Year
Hotels
at Start
of Year
Hotels
Opened
Termin-
ations
Non-
Renewal
s
Reacquired
by
Franchisor
Ceased
Operation
s - Other
Reasons
Hotels at
End of
the Year
Maine
2021
1
0
0
0
0
0
1
2022
1
0
0
0
0
0
1
2023
1
0
0
0
0
0
1
Maryland
2021
9
1
0
0
0
0
10
2022
10
0
0
0
0
0
10
2023
10
0
0
0
0
0
10
Massachusetts
2021
10
0
0
0
0
0
10
2022
10
0
0
1
0
0
9
2023
9
0
0
0
0
0
9
Michigan
2021
9
0
0
0
0
0
9
2022
9
0
0
0
0
0
9
2023
9
1
0
0
0
0
10
Minnesota
2021
9
0
0
0
0
-1
8
2022
8
0
1
0
0
0
7
2023
7
0
0
0
0
0
7
Missouri
2021
7
0
0
0
0
0
7
2022
7
0
0
0
0
0
7
2023
7
0
0
0
0
0
7
Mississippi
2021
2
0
0
0
0
0
2
2022
2
0
0
0
0
0
2
2023
2
0
0
0
0
0
2
Montana
2021
3
0
0
0
0
0
3
2022
3
0
0
0
0
0
3
2023
3
0
0
0
0
0
3
Nebraska
2021
2
0
0
0
0
0
2
2022
2
0
0
0
0
0
2
2023
2
0
0
0
0
0
2
Nevada
2021
1
0
0
0
0
0
1
2022
1
1
0
0
0
+1
3
2023
3
0
0
0
0
0
3
New Jersey
2021
9
0
0
0
0
0
9
2022
9
2
0
0
0
0
11
2023
11
0
0
0
0
0
11
New Mexico
2021
2
0
0
0
0
0
2
2022
2
0
0
0
0
0
2
2023
2
0
0
0
0
0
2
New Hampshire
2021
2
0
0
0
0
0
2
2022
2
0
0
0
0
0
2
2023
2
0
0
0
0
0
2
New York
2021
15
1
2
0
0
0
14
2022
14
1
0
0
0
0
15
2023
15
1
0
0
0
0
16
North Carolina
2021
16
1
0
0
0
0
17
2022
17
0
1
0
0
0
16
2023
16
1
0
0
0
0
17
North Dakota
2021
1
0
0
0
0
0
1
2022
1
0
0
0
0
0
1
2023
1
0
0
0
0
0
1
Ohio
2021
13
0
2
0
0
0
11
2022
11
1
0
0
0
0
12
2023
12
0
0
0
0
0
12
Oklahoma
2021
3
0
0
0
0
-2
1
2022
1
0
0
0
0
0
1
2023
1
0
0
0
0
0
1
92 2024 US DOUBLETREE
State
Year
Hotels
at Start
of Year
Hotels
Opened
Termin-
ations
Non-
Renewal
s
Reacquired
by
Franchisor
Ceased
Operation
s - Other
Reasons
Hotels at
End of
the Year
Oregon
2021
5
0
0
0
0
0
5
2022
5
0
0
0
0
0
5
2023
5
0
0
0
0
0
5
Pennsylvania
2021
12
0
0
0
0
0
12
2022
12
0
0
0
0
0
12
2023
12
0
0
0
0
0
12
South Carolina
2021
4
0
0
0
0
0
4
2022
4
0
0
0
0
0
4
2023
4
0
0
0
0
+1
5
South Dakota
2021
1
0
0
0
0
0
1
2022
1
0
0
0
0
0
1
2023
1
0
0
0
0
0
1
Tennessee
2021
10
0
0
0
0
0
10
2022
10
1
0
0
0
0
11
2023
11
0
0
0
0
0
11
Texas
2021
24
1
0
0
0
-1
24
2022
24
1
0
0
0
+1
26
2023
26
4
0
0
0
0
30
Utah
2021
3
0
0
0
0
0
3
2022
3
0
0
0
0
0
3
2023
3
0
0
0
0
0
3
Vermont
2021
1
0
0
0
0
0
1
2022
1
0
0
0
0
0
1
2023
1
0
0
0
0
0
1
Virginia
2021
10
0
0
0
0
0
10
2022
10
1
0
0
0
0
11
2023
11
0
0
0
0
0
11
Washington
2021
4
0
0
0
0
0
4
2022
4
0
0
1
0
0
3
2023
3
0
0
0
0
0
3
West Virginia
2021
1
0
0
0
0
0
1
2022
1
0
0
0
0
0
1
2023
1
0
0
0
0
0
1
Wisconsin
2021
9
0
0
0
0
0
9
2022
9
0
0
0
0
0
9
2023
9
0
0
0
0
0
9
Territories and
Possessions
(Puerto Rico)
2021
1
0
0
0
0
0
1
2022
1
0
0
0
0
0
1
2023
1
0
0
0
0
0
1
Total
2021
345
8
5
0
0
-3
345
2022
345
10
2
2
0
+3
354
2023
354
10
3
0
0
0
361
Table No. 4
Status of Company-Owned Hotels
For Years 2021 to 2023
State
Year
Hotels at
Start of
Year
Hotels
Opened
Hotels
Reacquired
from
Franchisees
Hotels
Closed
Hotels Sold
to
Franchisees
Hotels at
End of
the Year
All States
2021
0
0
0
0
0
0
2022
0
0
0
0
0
0
2023
0
0
0
0
0
0
93 2024 US DOUBLETREE
State
Year
Hotels at
Start of
Year
Hotels
Opened
Hotels
Reacquired
from
Franchisees
Hotels
Closed
Hotels Sold
to
Franchisees
Hotels at
End of
the Year
Total
2021
0
0
0
0
0
0
2022
0
0
0
0
0
0
2023
0
0
0
0
0
0
Table No. 5
Projected Openings as of December 31, 2023
State
Franchise Agreements
Signed but Hotels Not
Opened
Projected New
Franchised Hotels in the
Next Fiscal Year
Projected New Company-
Owned Hotels in the Next
Fiscal Year
Arizona
1
0
0
California
4
2
0
Florida
1
0
0
Georgia
1
1
0
Illinois
1
0
0
Iowa
1
1
0
Kansas
1
1
0
Louisiana
0
0
0
Maryland
1
1
0
Massachusetts
1
0
0
Michigan
1
1
0
Minnesota
3
2
0
Missouri
1
0
0
New Jersey
1
0
0
New York
4
4
0
North Carolina
2
2
0
Ohio
1
1
0
Pennsylvania
1
1
0
Rhode Island
1
1
0
South Carolina
3
2
0
Tennessee
1
1
0
Texas
4
2
0
Virginia
0
0
0
Washington
1
1
0
Total
36
24
0
In these tables, all fiscal year numbers are as of December 31 of each year. Any hotel that had
temporarily modified or reduced operations or was temporarily closed in connection with the
COVID-19 pandemic is not considered to have ‘closed’ or ‘ceased operations.’
Exhibit A lists all Brand franchisees and the addresses and telephone numbers of all of their
outlets as of December 31, 2023.
Exhibit B lists all Brand franchisees who had an outlet terminated, cancelled or not renewed, or
otherwise voluntarily or involuntarily ceased to do business under the Franchise Agreement
during 2023, or who has not communicated with us within 10 weeks of the issuance date of this
Disclosure Document.
As of December 31, 2023, there were 2 eforea spas in operation at franchised hotels in the US,
and there were 3 eforea spas in operation at Company-Managed hotels in the US. As of
December 31, 2023, there were no restaurants or bars operating under Restaurant Brand licenses
from us.
94 2024 US DOUBLETREE
If you buy this franchise, your contact information may be disclosed to other buyers when you
leave the franchise system.
During the last 3 fiscal years, some current and former franchisees have signed provisions
restricting their ability to speak about their experience with us. You may wish to speak with current
and former franchisees, but be aware that not all such franchisees will be able to communicate
with you.
We have not created, endorsed, or sponsored any trademark-specific franchisee organizations
associated with the System. There are no trademark-specific franchisee organizations associated
with the franchise system which are incorporated or otherwise organized under state law and
have asked us to be included in our disclosure document during the next fiscal year.
ITEM 21
FINANCIAL STATEMENTS
Attached as Exhibit C are our audited consolidated balance sheets as of December 31, 2023 and
2022, the related consolidated statements of operations and member’s capital and cash flows for
the years ended December 31, 2023, 2022, and 2021, and the related notes to the consolidated
financial statements.
ITEM 22
CONTRACTS
The following contracts are attached to this Disclosure Document:
Exhibit D Franchise Agreement and Addendum
Exhibit D-2 Development Incentive Promissory Note
Exhibit D-3 Eforea Spa Amendment
Exhibit D-4 Restaurant Brand Amendment
Exhibit E Guaranty of Franchise Agreement
Exhibit F Franchise Application
Exhibit G Information Technology System Agreement (HITS Agreement)
Exhibit K Lender Comfort Letter Forms
These exhibits are SAMPLES ONLY and are not for signature. These documents are not
exhaustive and may vary significantly from state to state and from transaction to transaction.
ITEM 23
RECEIPTS
Exhibit M contains 2 copies of a detachable receipt.
EXHIBIT A
EXHIBIT A
DOUBLETREE
OPEN
ALABAMA
Gate 1, LLC, Huntsville-South, AL, 6000 Memorial Parkway SW Huntsville, AL 35802 256-882-9400
PHG Birmingham Perimeter Park, LLC, Birmingham Perimeter Park, AL, 8 Perimeter Park South Birmingham, AL 35243 205-967-2700
Decatur Hotel Company, Decatur Riverfront, AL, 1101 6th Avenue NE Decatur, AL 35601 256-355-3150
RajRishab Hotel, LLC, Dothan, AL, 2740 Ross Clark Circle Dothan, AL 36301 334-699-1400
Island House, Inc., Island House Hotel Orange Beach, AL, 26650 Perdido Beach Boulevard Orange Beach, AL 36561 251-981-6100
Montgomery Downtown Hotels, LLC, Montgomery Downtown, AL, 120 Madison Avenue Montgomery, AL 36104 334-245-2320
ARIZONA
FOLSOM HOTEL CORP., Phoenix, AZ, 320 North 44th St. Phoenix, AZ 85008-7698 602-225-0500
Tucson Suites, LLC, Tucson Airport, AZ, 7051 South Tucson Blvd. Tucson, AZ 85756 520-225-0800
HSL EBS Properties LLC, Tucson-Williams Center, AZ, 5335 East Broadway Tucson, AZ 85711 520-745-2700
Woodlands Plaza Hotel Limited Partnership, Flagstaff, AZ, 1175 West Route 66 Flagstaff, AZ 86001 928-773-8888
Jackrabbit Propco LLC, Paradise Valley - Scottsdale, AZ, 5401 N. Scottsdale Rd. Scottsdale, AZ 85250-7090 480-947-5400
Pacific Santan Center LLC, Phoenix - Gilbert, AZ, 1800 South SanTan Village Parkway Gilbert, AZ 85295 480-809-4100
CHI Group LLC, Phoenix Chandler,AZ, 7475 West Chandler Blvd Chandler, AZ 85226 480-961-4444
Brixton Metro Plaza, LLC, Phoenix North, AZ, 10220 North Metro Parkway East Phoenix, AZ 85051 602-997-5900
Sun Quorum, L.L.C., Phoenix/Mesa, AZ, 1011 West Holmes Avenue Mesa, AZ 85210-4923 480-833-5555
CGD Tempe, LP, Phoenix-Tempe, AZ, 2100 South Priest Drive Tempe, AZ 85282 480-967-1441
TCC Hotel I, LLC, Tucson Downtown Convention Center, AZ, 280 S. Church Avenue Tucson, AZ 85701 520-372-7100
Nor Hotel Properties, LLC, Tucson-Reid Park, AZ, 445 S. Alvernon Way Tucson, AZ 85711-4198 520-881-4200
ARKANSAS
Walton Boulevard Lodging, LLC, Bentonville, AR, 301 SE Walton Blvd. Bentonville, AR 72712 479-845-7770
The Waterfront, LLC, Hot Springs, AR, 4813 Central Avenue Hot Springs, AR 71913 501-525-1391
FAC-W Markham, LLC, Little Rock, AR, 424 West Markham St. Little Rock, AR 72201 501-372-4371
Vision Hospitality, LLC, Springdale, AR, 4677 West Sunset Avenue Springdale, AR 72762 479-751-7200
CALIFORNIA
Artemis Convention Hotel LLC, Anaheim Resort-Convention Ctr, CA, 2085 South Harbor Blvd. Anaheim, CA 92802 714-750-3000
HC Dana Point Hotel, LLC, Doheny Beach, CA, 34402 Pacific Coast Highway Dana Point, CA 92629 949-661-1100
Gringteam Inc, Bakersfield, CA, 3100 Camino Del Rio Court Bakersfield, CA 93308 661-323-7111
200 Marina Boulevard, Berkeley, LLC, Berkeley Marina, CA, 200 Marina Blvd. Berkeley, CA 94710 510-548-7920
Uniwell Hotel, Inc., Buena Park, CA, 7000 Beach Blvd Buena Park, CA 90620 714-5227000
Campbell SC3 Operator, LLC, Campbell - Pruneyard Plaza, CA, 1995 South Bascom Avenue Campbell, CA 95008 408-559-4300
Carson Hotel, LLC, Carson, CA, 2 Civic Plaza Carson, CA 90745 310-830-9200
Jai Jai Sita Ram LLC, Chico, CA, 685 Manzanita Court Chico, CA 95926 530-345-2491
Claremont Star, L.P., Claremont, CA, 555 W. Foothill Blvd. Claremont, CA 91711 909-626-2411
Uniwell Fresno Hotel, LLC, Fresno Convention Center, CA, 2233 Ventura Street Fresno, CA 93721 559-268-1000
EXHIBIT A
Fullerton Hospitality Investments, LLC, Fullerton, CA, 2932 Nutwood Avenue Fullerton, CA 92831 714-579-7400
T Alliance One - Palm Springs, LLC, Golf Resort Palm Springs, CA, 67967 Vista Chino Cathedral City, CA 92234 760-322-7000
AWH Anaheim Hotel, LLC, Hotel Fera Anaheim, CA, 100 The City Drive Orange, CA 92868-3204 714-634-4500
Queensbay Hotel, LLC, Hotel Maya, a Doubletree Hotel, Long Bea, 700 Queensway Drive Long Beach, CA 90802 562-435-7676
LR MDR Hotel LLC, Hotel MDR, Marina del Rey, CA, 13480 Maxella Avenue Marina del Rey, CA 90292 310-822-8555
Spectrum Hotel Group, LLC, Irvine-Spectrum, CA, 90 Pacifica Irvine, CA 92618 949-471-8888
UHG LAX PROP, LLC, LAX/El Segundo, CA, 1985 East Grand Ave. El Segundo, CA 90245-5015 310-322-0999
Livermore Hotels LLC, Livermore, CA, 720 Las Flores Rd Livermore, CA 94551 925-443-4950
Sunshine Inn, Los Angeles - Rosemead, CA, 888 Montebello Blvd. Rosemead, CA 91770 323-722-8800
Han's Hospitality at 120 Downtown LA, LLC, Los Angeles Downtown, CA, 120 South Los Angeles Street Los Angeles, CA 90012 213-629-1200
Pedestal Capital II, LLC, Los Angeles Norwalk, CA, 13111 Sycamore Drive Norwalk, CA 90650 562-863-5555
TPG LA Commerce, LLC, Los Angeles-Commerce, CA, 5757 Telegraph Road Commerce, CA 90040 323-887-8100
Modesto Hospitality, LLC, Modesto, CA, 1150 Ninth Street Modesto, CA 95354 209-526-6000
Meile Investment LLC, Monrovia-Pasadena Area, CA, 924 West Huntington Drive Monrovia, CA 91016 626-357-1900
Butterfly Effect Hotels, LLC, Napa Valley American Canyon, CA, 3600 Broadway Street American Canyon, CA 94503 707-674-2100
S.M. Broadway Corporation, Newark/Fremont, CA, 39900 Balentine Drive Newark, CA 94560-0564 510-490-8390
JHC INVESTMENT, INC., Orange County Airport, CA, 7 Hutton Centre Dr. Santa Ana, CA 92707-5753 714-751-2400
Palmdale Resorts LLC, Palmdale, CA, 300 W Palmdale Blvd Palmdale, CA 93551 661-265-1749
Johnson Hotel Company, Inc, Pleasanton-at the Club, CA, 7050 Johnson Drive Pleasanton, CA 94588-3396 925-463-8000
Investel One LLC, Pomona, CA, 3101 W. Temple Avenue Pomona, CA 91768 909-594-0600
Easun Inc, Sacramento, CA, 2001 Point West Way Sacramento, CA 95815 916-929-8855
NK Investment, LP, San Bernardino, CA, 285 East Hospitality Lane San Bernardino, CA 92408-3411 909-889-0133
Khanna Enterprises VII, LP, San Diego - Hotel Circle, CA, 1515 Hotel Circle South San Diego, CA 92108 619-881-6900
Harbor View Hotel Ventures, LLC, San Diego Downtown, CA, 1646 Front Street San Diego, CA 92101 619-239-6800
SWVP Del Mar Hotel LLC, San Diego/Del Mar, CA, 11915 El Camino Real San Diego, CA 92130-2539 858-481-5900
Summit Hotel TRS 114, LLC, San Francisco Airport North Bayfront, CA, 5000 Sierra Point Parkway Brisbane, CA 94005 415-467-4400
Lotus Hospitality II, Inc., San Francisco South Airport Blvd, CA, 275 South Airport Blvd South San Francisco, CA 94080 650-873-3550
LA Sky Harbor LLC, San Pedro, CA, 2800 Via Cabrillo Marina San Pedro, CA 90731 310-514-3344
Imperial Hotel Group, LLC, Santa Ana - Orange County Airport, CA, 201 East MacArthur Blvd Santa Ana, CA 92707 714-825-3333
CTC Group, Inc, Torrance/South Bay, CA, 21333 Hawthorne Boulevard Torrance, CA 90503 310-540-0500
GHG Properties, LLC, Whittier Los Angeles, CA, 7320 Greenleaf Ave Whittier, CA 90602 562-945-8511
COLORADO
BD 550 Village, LLC, Breckenridge, CO, 550 Village Road P.O. Box 8059 Breckenridge, CO 80424 970-547-5550
DHCS Associates LLC, Colorado Springs, CO, 1775 East Cheyenne Mountain Blvd. Colorado Springs, CO 80906 719-576-8900
EH Westminster, LLC, Denver - Westminster, CO, 8773 Yates Drive Westminster, CO 80031-3680 303-427-4000
Denver Project Owner CP LLC, Denver-Central Park, CO, 4040 Quebec Street Denver, CO 80216 303-321-6666
Cherry Creek Investment Group, LLC, Denver Cherry Creek, CO, 455 South Colorado Blvd Denver, CO 80246 303-388-5561
DIA HIFS, LLC, Denver International Airport, CO, 6900 Tower Road Denver, CO 80249 303-574-1300
Orchard Lodging, LLC, Denver Tech, CO, 7801 East Orchard Rd Greenwood Village, CO 80111-2508 303-779-6161
Denver Project Owner I LLC, Denver, CO, 3203 Quebec Street Denver, CO 80207 303-321-3333
Aurora Col Hotel Partners, LLC, Denver-Aurora, CO, 13696 East Iliff Place Aurora, CO 80014-1319 303-337-2800
Stone Castle Corporation, Denver-Thornton, CO, 83 East 120th Avenue Thornton, CO 80233 303-920-8000
EXHIBIT A
Grand Conjunction LLC, Grand Junction, CO, 743 Horizon Dr Grand Junction, CO 81506-3906 970-241-8888
Lincoln Park Hotel, LLC, Greeley, CO, 919 7th St. Greeley, CO 80631 970-304-0000
TNREF III Bravo Vail, LLC, Highline Vail, CO, 2211 N Frontage Rd Vail, CO 81657 970-476-2739
TCH Property LLC, The Curtis Hotel, Denver, CO, 1405 Curtis Street Denver, CO 80202 303-571-0300
CONNECTICUT
AFP 100 Corp., Bradley-International Airport, CT, 16 Ella T. Grasso Turnpike Windsor Locks, CT 06096-0020 860-627-5171
Bristol Hotel, LLC, Bristol, CT, 42 Century Drive Bristol, CT 06010 860-589-7766
DELAWARE
700 North King Street Wilmington, LLC, Downtown Wilmington - Legal District, DE, 700 N. King Street Wilmington, DE 19801 302-655-0400
Diamond State Hotel XXXIX Owner LLC, Wilmington, DE, 4727 Concord Pike Wilmington, DE 19803 302-478-6000
FLORIDA
DW MLB D Owner LLC, Melbourne Beach Oceanfront, FL, 1665 N. StateRoute A1A Melbourne, FL 32903 321-723-4222
Guest Services Company of Virginia, LLC, Naples, FL, 12200 Tamiami Trail North Naples, FL 34110 239-593-8733
X Fund Properties LLC, At The Entrance to Universal Orlando, FL, 5780 Major Blvd. Orlando, FL 32819 407-351-1000
P.H. Hotel, Inc., Biscayne Bay, FL, 1717 North Bayshore Drive Miami, FL 33132-1180 305-372-0313
Deerfield Beach Hotel Operations, LLC, Deerfield Beach - Boca Raton, FL, 100 Fairway Drive Deerfield Beach, FL 33441-1856 954-427-7700
FM Hotel Company, Ltd., Fort Myers at Bell Tower Shops, FL, 13051 Bell Tower Drive Fort Myers, FL 33907 239-482-2900
Gainesville Hotels and Resorts LLC, Gainesville, FL, 3726 SW 40th Boulevard Gainesville, FL 32608 352-375-2400
RLJ DBT Key West Lessee, LLC, Grand Key Resort - Key West, FL, 3990 S. Roosevelt Blvd Key West, FL 33040 305-293-1818
Hollywood Hotel Associates Lessee, LLC, Hollywood Beach, FL, 4000 South Ocean Drive Hollywood, FL 33019 954-454-4334
JAX Airport Hotel, LLC, Jacksonville Airport, FL, 2101 Dixie Clipper Drive Jacksonville, FL 32218 904-741-1997
SOHO Jacksonville TRS LLC, Jacksonville Riverfront, FL, 1201 Riverplace Boulevard Jacksonville, FL 32207 904-398-8800
AFP 103 Corp., Miami Airport Convention Center, FL, 711 N.W. 72nd Avenue Miami, FL 33126 305-261-3800
Hospitality Doral, LLC, Miami Doral, FL, 10250 NW 19th Street Doral, FL 33172 305-639-9555
DHMCO Associates LLC, Orlando Airport, FL, 5555 Hazeltine National Drive Orlando, FL 32812 407-856-0100
AWH Orlando Property, LLC, Orlando at SeaWorld, FL, 10100 International Drive Orlando, FL 32821 407-352-1100
White Diamond Hospitality LLC, Orlando East - UCF Area, FL, 12125 High Tech Avenue Orlando, FL 32817 407-275-9000
RSLLC-Orlando Downtown Hotel, LLC, Orlando-Downtown, FL, 60 South Ivanhoe Boulevard Orlando, FL 32804 407-425-4455
PBG Hotel, LLC, Palm Beach Gardens Hotel & Exec Mtg Ctr,, 4431 PGA Boulevard Palm Beach Gardens, FL 33410 561-622-2260
Kelco/FB Ocean Point, LLC, Rst & Spa Ocean Pt -North Miami Bch, FL, 17375 Collins Avenue North Miami Beach, FL 33160 786-528-2500
Vinayak Properties, LLC, Sarasota Airport, FL, 8009 15th Street E. Sarasota, FL 34243 941-355-9000
116 San Marco STA, LLC, St. Augustine Historic District, FL, 116 San Marco Avenue St Augustine, FL 32084 904-825-1923
SWVP Sawgrass Mills LLC, Sunrise - Sawgrass Mills, FL, 13400 West Sunrise Boulevard Sunrise, FL 33323 954-851-1020
M2 Tallahassee Tenant LLC, Tallahassee, FL, 101 South Adams Street Tallahassee, FL 32301-7774 850-224-5000
Redington Beach Hotels, LLC, Tampa Bay-North Redington Beach, FL, 17120 Gulf Boulevard North Redington Beach, FL 33708-1443 727-391-4000
Tampa Hotel Operating Company LLC, Tampa Rocky Point Waterfront, FL, 3050 N. Rocky Point Dr. West Tampa, FL 33607-5800 813-888-8800
Centurian Collins Property Owner, LLC, The Gates Hotel South Beach, FL, 2360 Collins Avenue Miami Beach, FL 33139 305-860-9444
Hotel West Palm Beach Opco, L.L.C., West Palm Beach Airport, FL, 1808 S. Australian Avenue West Palm Beach, FL 33409 561-689-6888
EXHIBIT A
GEORGIA
Encore Corpus I ATL Hotel, LLC & Encore Burleson ATL Hotel,, at The Battery Atlanta, GA, 2780 Windy Ridge Parkway Atlanta, GA 30339 770-980-1900
Holcomb Bridge Hotel, LLC, Atlanta - Roswell, GA, 1075 Holcomb Bridge Road Roswell, GA 30076 770-992-9600
3400 Norman Berry, LLC, Atlanta Airport, GA, 3400 Norman Berry Drive Atlanta, GA 30344 404-763-1600
AD1 Atlanta FS Hotels DE, LLC, Atlanta North Druid Hills/Emory Area, GA, 2061 N. Druid Hills Rd NE Atlanta, GA 30329 404-321-4174
Legacy LaVista, LLC, Atlanta Northlake, GA, 4156 LaVista Road Atlanta, GA 30084 770-938-1026
WPS Perimeter LLC, Atlanta Perimeter Dunwoody, GA, 4386 Chamblee Dunwoody Road Atlanta, GA 30341 770-457-6363
MNSK Hotels, LLC, Atlanta Windy Hill Ballpark, GA, 2055 South Park Place Atlanta, GA 30339-2014 770-272-9441
Windward Hotel, LLC, Atlanta/Alpharetta-Windward, GA, 2925 Jordan Court Alpharetta, GA 30004 678-347-0022
GJM Hospitality, Inc, Augusta, GA, 2651 Perimeter Parkway Augusta, GA 30909 706-855-8100
Four J S Family LLLP, Columbus, GA, 5351 Sidney Simons Blvd Columbus, GA 31904 706-327-6868
Flotel II, Inc., Historic Savannah, GA, 411 West Bay Street Savannah, GA 31401 912-790-7000
Pooler Financing, LLC, Savannah Airport, GA, 50 Yvette J. Hagins Drive Savannah, GA 31408 912-965-9595
160 Ted Turner Drive, LLC, The American Hotel Atlanta Downtown, GA, 160 Ted Turner Dr NW Atlanta, GA 30303 404-688-8600
HAWAII
WHR, LLC, Hilo-Naniloa, HI, 93 Banyan Drive Hilo, HI 96720 808-969-3333
ILLINOIS
DG Hotel, LLC, Chicago-Downers Grove, IL, 2111 Butterfield Rd. Downers Grove, IL 60515 630-971-2000
Snyder Brickyard Hotel, LLC, Bloomington, IL, 10 Brickyard Drive Bloomington, IL 61701 309-664-6446
Alsip Hospitality of Delaware, LLC, Chicago - Alsip, IL, 5000 West 127th Street Alsip, IL 60803 708-371-7300
Arlington Heights, LLC, Chicago - Arlington Heights, IL, 75 W. Algonquin Road Arlington Heights, IL 60005 847-364-7600
Weglarz Hotel III, L.L.C., Chicago Midway Airport, IL, 6624 S. Cicero Ave. Chicago, IL 60638 708-563-6490
WPS Wood Dale, LLC, Chicago Wood Dale-Elk Grove, IL, 1200 N. Mittel Blvd Wood Dale, IL 60191 630-860-2900
Vinayaka Hospitality Oakbrook LLC, Chicago/Oak Brook, IL, 1909 Spring Road Oak Brook, IL 60523 630-472-6000
MHF DTS Operating VI LLC, Chicago-North Shore Hotel & Conf Ctr, IL, 9599 Skokie Boulevard Skokie, IL 60077-1314 847-679-7000
RDHN Investments LLC, Chicago-O'Hare Airport-Rosemont, IL, 5460 North River Road Rosemont, IL 60018 847-292-9100
WPS Schaumburg, LLC, Chicago-Schaumburg, IL, 800 National Parkway Schaumburg, IL 60173 847-605-9222
COLHOT, LLC, Collinsville - St. Louis, IL, 1000 Eastport Plaza Drive Collinsville, IL 62234 618-345-2800
Williamsburg Hotel Corporation, Libertyville-Mundelein, IL, 510 East IL Route 83 Mundelein, IL 60060 847-949-5100
3003 Corporate Hotel LLC, Lisle Naperville, IL, 3003 Corporate West Drive Lisle, IL 60532 630-505-0900
Baldwin Enterprises, Inc., Mt. Vernon, IL, 222 Potomac Blvd. Mt Vernon, IL 62864 618-244-7100
INDIANA
HCW Evansville Hotel, LLC, Evansville, IN, 601 Walnut Street Evansville, IN 47708 812-423-5002
Roy Hotel Partners, LLC, Lafayette East, IN, 155 Progress Drive Lafayette, IN 47905 765-446-0900
Indiana Gaming Company, LLC, Lawrenceburg, IN, 51 Walnut Street Lawrenceburg, IN 47025 812-539-8888
AFP 111 Corp., South Bend, IN, 123 N. Dr. Martin Luther King Jr. Blvd South Bend, IN 46601 574-234-2000
IOWA
City of Cedar Rapids, Cedar Rapids Convention Complex, IA, 350 First Avenue NE Cedar Rapids, IA 52401 319-731-4444
Bucktown Lodging LLC, Davenport, IA, 111 E Second Street Davenport, IA 52801 563-322-2200
EXHIBIT A
HOA Hotels LLC, Des Moines/Airport, IA, 6800 Fleur Drive Des Moines, IA 50321 515-285-7777
KANSAS
Hulsing Hotels Kansas, Inc., Lawrence, KS, 200 McDonald Drive Lawrence, KS 66044 785-841-7077
2015 Wichita Investment LLC, Wichita Airport, KS, 2098 Airport Road Wichita, KS 67209-1941 316-945-5272
KENTUCKY
RBHV Lexington, LLC, Lexington, KY, 2601 Richmond Road Lexington, KY 40509 859-268-0060
Columbia Properties Hebron, LLC, Cincinnati Airport, KY, 2826 Terminal Drive Hebron, KY 41048 859-371-6166
LOUISIANA
HIT SWN TRS, LLC, Baton Rouge, LA, 4964 Constitution Avenue Baton Rouge, LA 70808 225-925-1005
Blue Sky Hospitality LLC, Lafayette, LA, 1521 West Pinhook Road Lafayette, LA 70503-3158 337-235-6111
DNO Airport LLC, New Orleans Airport, LA, 2150 Veterans Memorial Boulevard Kenner, LA 70062 504-467-3111
AVR NOLA Canal Street Hotel Tenant LLC, New Orleans, LA, 300 Canal Street New Orleans, LA 70130 504-581-1300
Gulf Coast Hotel Group, L.L.C., Sulphur Lake Charles, LA, 330 Arena RD Sulphur, LA 70663 337-527-0858
MAINE
Hosp Porme 363 Mall, LLC, Portland, ME, 363 Maine Mall Road Portland, ME 04106 207-775-6161
MARYLAND
AWH-BP Annapolis Hotel, LLC, Annapolis, MD, 210 Holiday Court Annapolis, MD 21401 410-224-3150
PMD I, LLC, Baltimore - BWI Airport, MD, 890 Elkridge Landing Road Linthicum, MD 21090 410-859-8400
Hotel Pikesville, LLC, Baltimore North-Pikesville, MD, 1726 Reisterstown Road Pikesville, MD 21208 410-653-1100
LTD Sefira Columbia Joint Venture, LLC, Columbia, MD, 5485 Twin Knolls Road Columbia, MD 21045-3247 410-997-1060
RWN-Colonnade Hotel LLC, Inn at the Colonnade Baltimore, MD, 4 West University Parkway Baltimore, MD 21218-2306 410-235-5400
Hariprem Hotels, Inc., Largo-Washington DC, MD, 9100 Basil Court Largo, MD 20774 301-773-0700
SOHO Laurel TRS LLC, Laurel, MD, 15101 Sweitzer Lane Laurel, MD 20707 301-776-5300
Harrison QI 33, LLC, Ocean City Oceanfront, MD, 3301 Atlantic Avenue Ocean City, MD 21842 410-289-1234
Gaithersburg Operator, LLC, Washington DC North/Gaithersburg, MD, 620 Perry Parkway Gaithersburg, MD 20877 301-977-8900
LCOF Silver Spring Operating, LLC, Washington DC Silver Spring, MD, 8777 Georgia Ave Silver Spring, MD 20910 301-589-0800
MASSACHUSETTS
Beau Geste XXV, LLC, Boston, MA, 400 Soldiers Field Road Boston, MA 02134-1893 617-783-0090
LCP Andover Hospitality, LLC, Boston - Andover, MA, 123 Old River Road Andover, MA 01810 978-975-3600
Sonoran Boston Logan LLC, Boston Logan Airport Chelsea, MA, 201 Everett Ave Chelsea, MA 02150 617-884-2900
50 Ferncroft (Boston) Esong LLC, Boston North Shore, MA, 50 Ferncroft Road Danvers, MA 01923 978-777-2500
JHM Beaver Street LLC, Boston/Milford, MA, 11 Beaver Street Milford, MA 01757 508-478-7010
Westdrive Operating VII LLC, Boston/Westborough, MA, 5400 Computer Drive Westborough, MA 01581 508-366-5511
JHM Hingham Street LLC, Boston-Rockland, MA, 929 Hingham Street Rockland, MA 02370 781-871-0545
Ridgewood Avenue, LLC, Cape Cod - Hyannis, MA, 287 Iyannough Road Hyannis, MA 02601 508-771-1700
99 Erdman Hotel LLC, Leominster, MA, 99 Erdman Way Leominster, MA 01453 978-534-9000
EXHIBIT A
MICHIGAN
Fort Shelby Hotel LLC, Detroit Downtown-Fort Shelby, MI, 525 West Lafayette Blvd Detroit, MI 48226 313-963-5600
LCOF Ann Arbor Operating, LLC, Ann Arbor North, MI, 3600 Plymouth Rd Ann Arbor, MI 48105 734-769-9800
Hotel Investment Services, Inc., Bay City-Riverfront, MI, One Wenonah Park Place Bay City, MI 48708 989-8916000
WPS Novi, LLC, Detroit - Novi, MI, 42100 Crescent Blvd Novi, MI 48375 248-344-8800
Dearborn Operations, LLC, Detroit/Dearborn, MI, 5801 Southfield Expressway Detroit, MI 48228 313-336-3340
AWH-BP Grand Rapids Hotel, LLC, Grand Rapids-Airport, MI, 4747 28th Street SE Grand Rapids, MI 49512-1915 616-957-0100
GR West Hospitality, LLC, Holland, MI, 650 East 24th Street Holland, MI 49423 616-394-0111
Lansing Hotel Investors LLC, Lansing, MI, 111 North Grand Avenue Lansing, MI 48933 517-482-0188
JB Real Estate Development, LLC, Port Huron, MI, 800 Harker St Port Huron, MI 48060 810-984-8000
Kingsley Hospitality, LLC, The Kingsley Bloomfield Hills, MI, 39475 Woodward Ave. Bloomfield Hills, MI 48304 248-644-1400
MINNESOTA
M2 Downtown Minneapolis Tenant LLC, Minneapolis, MN, 1101 LaSalle Avenue Minneapolis, MN 55403 612-332-6800
Edgewater Group, Bemidji, MN, 115 Lakeshore Drive Bemidji, MN 56601 218-441-4400
VH-Minneapolis South Inc., Bloomington - Minneapolis South, MN, 7800 Normandale Boulevard Minneapolis, MN 55439 952-835-7800
MLCV STLP, LLC, Minneapolis-Park Place, MN, 1500 Park Place Blvd. Minneapolis, MN 55416 952-542-8600
Nath Roseville Midwest Lodging LLC, Roseville Minneapolis, MN, 2540 North Cleveland Ave. Roseville, MN 55113 651-636-4567
411 Minnesota Street, LLC, St. Paul Downtown, MN, 411 Minnesota Street Saint Paul, MN 55101 651-291-8800
SSHCOF II St. Paul, LLC, St. Paul East, MN, 2201 Burns Ave. St. Paul, MN 55119 651-731-2220
MISSISSIPPI
Biloxi Premier Lodging, LLC, Biloxi, MS, 940 Beach Boulevard Biloxi, MS 39530 228-5463100
Suraj Lodging Associates, LLP, Hattiesburg, MS, 10 Gateway Drive Hattiesburg, MS 39402 601-296-0302
MISSOURI
Vinca Enterprises, Inc., Jefferson City, MO, 422 Monroe Street Jefferson City, MO 65101 573-636-5101
O'Reilly Hospitality, LLC, Springfield, MO, 2431 N. Glenstone Avenue Springfield, MO 65803 417-831-3131
WPHI, LLC, St. Louis - Westport, MO, 1973 Craigshire Road Saint Louis, MO 63146 314-434-0100
RAMA HOSPITALITY INC, St. Louis Airport, MO, 4505 Woodson Rd St. Louis, MO 63134 314-427-4700
Healthcare Hospitality LeaseCo, L.L.C., St. Louis Forest Park, MO, 4550 Forest Park Ave. St. Louis, MO 63108 314-256-7777
DCH, LLC, St. Louis-Chesterfield, MO, 16625 Swingley Ridge Road Chesterfield, MO 63017 636-532-5000
Broadway Lodging LLC, The Broadway Columbia, MO, 1111 East Broadway Columbia, MO 65201 573-875-7000
MONTANA
Makenna Hotel Investments, LLC, Billings, MT, 27 N. 27th Street Billings, MT 59101 406-252-7400
Luxury Inn Helena LLC, Helena Downtown, MT, 22 N Last Chance Gulch Helena, MT 59601 406-443-2200
Edgewater Partners, LLC, Missoula/Edgewater, MT, 100 Madison Missoula, MT 59802 406-728-3100
NEBRASKA
DW Omaha Sub LLC, Omaha Downtown, NE, 1616 Dodge Street Omaha, NE 68102 402-346-7600
3650 S 72nd Owner LLC, Omaha Southwest, NE, 3650 S. 72nd St. Omaha, NE 68124 402-905-9414
EXHIBIT A
NEVADA
J.P. Sethi Enterprises, Inc., Las Vegas East Flamingo, NV, 4055 Palos Verdes St Las Vegas, NV 89119 702-473-6400
SC Vegas Airport, LLC, Las Vegas-Airport, NV, 7250 Pollock Drive Las Vegas, NV 89119 702-948-4000
Tropicana Las Vegas, Inc., Las Vegas-The New Tropicana, NV, 3801 Las Vegas Blvd South Las Vegas, NV 89109 702-739-2222
NEW HAMPSHIRE
700 Elm, LLC, Manchester Downtown, NH, 700 Elm Street Manchester, NH 03101 603-625-1000
LCP Somerset Parkway Nashua, LLC, Nashua, NH, 2 Somerset Parkway Nashua, NH 03063 603-886-1200
NEW JERSEY
KPG Fellowship, LLC, Mt. Laurel, NJ, 515 Fellowship Road North Mount Laurel, NJ 08054-3404 856-778-8999
CHNJ Owner LLC, Cherry Hill Philadelphia, NJ, 2349 Marlton Pike West Cherry Hill, NJ 08002 856-6656666
Fairfield Hotel Operator, LLC, Fairfield Hotel & Suites, NJ, 690 Route 46 East Fairfield, NJ 07004 973-227-9200
C & K Holding Company, Inc., Fort Lee/George Washington Bridge, NJ, 2117 Route 4 Eastbound Fort Lee, NJ 07024 201-461-9000
MITTAS AT MAHWAH LLC, Mahwah, NJ, 180 Route 17 South Mahwah, NJ 07430 201-529-5880
Monroe Hotel Investment LLC, Monroe Township Cranbury, NJ, 390 Forsgate Drive Monroe, NJ 08831 609-662-3271
RGT Newark Hotel LLC, Newark Airport, NJ, 128 Frontage Road Newark, NJ 07114 973-690-5500
Raymond Owner LLC, Newark Penn Station, NJ, 1048 Raymond Blvd Newark, NJ 07102-5107 973-622-5000
Ocean Hospitality LLC, Princeton, NJ, 4355 US Route 1 Princeton, NJ 08540 609-452-2400
DTS 287, LLC, Somerset, NJ, 200 Atrium Drive Somerset, NJ 08873-4197 732-469-2600
Tinton Falls Lodging Realty LLC, Tinton Falls-Eatontown, NJ, 700 Hope Road Eatontown, NJ 07724 732-544-9300
NEW MEXICO
AWH ABQ Hotel, LLC, Albuquerque, NM, 201 Marquette Avenue Northwest Albuquerque, NM 87102-2248 505-247-3344
UJAS Santa Fe LLC, Santa Fe, NM, 4048 Cerrillos Road Santa Fe, NM 87507 505-473-4646
NEW YORK
BHCC II, LLC, Binghamton, NY, 225 Water Street Binghamton, NY 13901 607-722-7575
Golden Triangle Associates, LLC, Buffalo - Amherst, NY, 10 Flint Road Amherst, NY 14226 716-689-4414
HH Jamestown, LLC, Jamestown, NY, 150 West 4th St Jamestown, NY 14701 716-488-7227
Palisades Lodging Corp., Nanuet, NY, 425 East Route 59 Nanuet, NY 10954 845-623-6000
Brisam West 29 LLC, New York City - Chelsea, NY, 128 West 29th Street New York, NY 10001 212-564-0994
CRE HOLDINGS SUB 1 LLC, New York Downtown, NY, 8 Stone Street New York, NY 10004 212-480-9100
Thrive Operating Tenant LLC, New York Midtown Fifth Ave, NY, 25 West 51st Street New York, NY 10019 212-262-3200
NY 8th Ave Operating Tenant LLC, New York Times Square South, NY, 525 8th Avenue New York, NY 10018 212-2559000
NYHK West 40 LLC, New York Times Square West, NY, 350 W. 40th Street New York, NY 10018 212-607-8888
Merani Hospitality, Inc., Niagara Falls, NY, 401 Buffalo Avenue Niagara Falls, NY 14303 716-524-3333
Hudson Valley Lodging Associates LLC, Poughkeepsie, NY, 40 Civic Center Plaza Poughkeepsie, NY 12601 845-4855300
550 East Ave LLC, Rochester - The Strathallan, NY, 550 East Avenue Rochester, NY 14607-2077 585-461-5010
AFP 108 Corp., Rochester, NY, 1111 Jefferson Road Rochester, NY 14623 585-475-1510
GNS Schenectady Hotel, LLC, Schenectady Downtown, NY, 100 Nott Terrace Schenectady, NY 12308 518-393-4141
MCCK Syracuse Hotel No. 2 LP, Syracuse, NY, 6301 State Route 298 East Syracuse, NY 13057 315-432-0200
Lafayette Hotel Associates DEL LLC, Utica, NY, 102 Lafayette Street Utica, NY 13502 315-724-7829
EXHIBIT A
NORTH CAROLINA
SWVP Charlotte LLC, Charlotte-Southpark, NC, 6300 Carnegie Boulevard Charlotte, NC 28211 704-364-2400
Meridian Hospitality Holdings, LLC, Raleigh/Durham, NC, 2515 Meridian Parkway Durham, NC 27713-5221 919-361-4660
HP Asheville LLC, Asheville Downtown, NC, 199 Haywood Street Asheville, NC 28801 828-5058500
Atlantic Newport Hospitality LLC, Atlantic Beach Oceanfront, NC, 2717 West Fort Macon Road Atlantic Beach, NC 28512 252-240-1155
BFHG II, LLC, Biltmore Hotel-Asheville, NC, 115 Hendersonville Road Asheville, NC 28803 828-274-1800
PAH Charlotte, LLC, Charlotte Airport, NC, 2600 Yorkmont Road Charlotte, NC 28208 704-357-9100
Center City Hotel Partners Limited Partnership, Charlotte City Center, NC, 230 North College Street Charlotte, NC 28202 704-3355400
Johnson & Wales University, Charlotte Uptown, NC, 895 W. Trade Street Charlotte, NC 28202-1122 704-347-0070
FHCC 1965 Cedar Creek Road, LLC, Fayetteville, NC, 1965 Cedar Creek Road Fayetteville, NC 28312 910-323-8282
Hospitality Associates of Greensboro, LP, Greensboro, NC, 3030 West Gate City Blvd Greensboro, NC 27403 336-292-4004
Riverfront Hospitality, LLC, New Bern Riverfront, NC, 100 Middle Street New Bern, NC 28560 252-6589000
Carolina Hotel Investors - Crabtree LLC, Raleigh Crabtree Valley, NC, 4100 Glenwood Avenue Raleigh, NC 27612 919-782-8600
SWVP Raleigh LLC, Raleigh Durham Airport at Research Trian, 4810 Page Creek Lane Durham, NC 27703 919-941-6000
HH Brady LLC, Raleigh Midtown, NC, 2805 Highwoods Blvd Raleigh, NC 27604 919-872-3500
Parks Investment I, LLC, Raleigh/Cary, NC, 500 Caitboo Avenue Cary, NC 27518 919-239-4777
AD1 Rocky 1, LLC, Rocky Mount, NC, 651 N. Winstead Avenue Rocky Mount, NC 27804 252-937-6888
5790 University Hotel, LLC, Winston Salem - University, NC, 5790 University Parkway Winston Salem, NC 27105 336-767-9595
NORTH DAKOTA
Fargo Hospitality Group LLC, West Fargo Sanford Medical Center Area,, 825 E Beaton Drive West Fargo, ND 58078 701-5510120
OHIO
LHG Blue Ash, Inc., Cincinnati Blue Ash, OH, 6300 E. Kemper Road Sharonville, OH 45241-2364 513-489-3636
Hotel 50 S Front Opco, L.P., Columbus Downtown, OH, 50 S Front St Columbus, OH 43215-4145 614-228-4600
DSI Hospitality Company, Dayton - Miamisburg, OH, 300 Prestige Place Miamisburg, OH 45342-5300 937-436-2400
HOF Village Hotel II, LLC, Canton Downtown, OH, 320 Market Avenue South Canton, OH 44702 330-471-8000
Cleveland Airport Hospitality II LLC, Cleveland - Westlake, OH, 1100 Crocker Road Westlake, OH 44145 440-871-6000
Cami Hotel Investments II, LLC, Cleveland Downtown - Lakeside, OH, 1111 Lakeside Avenue E Cleveland, OH 44114-1130 216-241-5100
Cleveland South Hospitality, LLC, Cleveland-Independence, OH, 6200 Quarry Lane Independence, OH 44131-2218 216-447-1300
Witness Dublin, LLC, Columbus Dublin, OH, 600 Metro Place North Dublin, OH 43017 614-956-3400
Columbus Worthington II LLC, Columbus/Worthington, OH, 175 Hutchinson Avenue Columbus, OH 43235 740-244-0208
Indus Newark Hotel, LLC, Newark, OH, 50 N 2nd Street Newark, OH 43055 740-322-6455
Tudor Arms Master Subtenant LLC, The Tudor Arms Hotel-Cleveland,OH, 10660 Carnegie Avenue Cleveland, OH 44106 216-455-1260
Youngstown Stambaugh Hotel, LLC, Youngstown Downtown, OH, 44 East Federal Plaza Youngstown, OH 44503 330-333-8284
OKLAHOMA
Jay & Vivek OK LLC, Oklahoma City Airport, OK, 4410 SW 19th Street Oklahoma City, OK 73108 405-688-3300
OREGON
Hotel Management Services, LLC, Bend, OR, 300 NW Franklin Avenue Bend, OR 97701 541-317-9292
Virk Hospitality Beaverton, LLC, Portland - Beaverton, OR, 15402 NW Cornell Road Beaverton, OR 97006 503-614-8100
NHT Tigard TRS, LLC, Portland - Tigard, OR, 9575 SW Locust Street Tigard, OR 97223 503-6249000
EXHIBIT A
DW Portland LLC, Portland, OR, 1000 NE Multnomah Street Portland, OR 97232 503-281-6111
BHGAH Salem, LLC, Salem, OR, 1590 Weston Court NE Salem, OR 97301 503-581-7004
PENNSYLVANIA
KH REIT I TRS, Inc., Philadelphia West, PA, 640 Fountain Road Plymouth Meeting, PA 19462-1003 610-834-8300
Willow Valley Associates, Inc., Lancaster, PA, 2400 Willow Street Pike Lancaster, PA 17602 717-464-2711
MHI Hospitality TRS, LLC, Philadelphia-Airport, PA, 4509 Island Avenue Philadelphia, PA 19153 215-365-4150
Elmpros Hotel LLC, Pittsburgh - Cranberry, PA, 910 Sheraton Drive Mars, PA 16046 724-776-6900
Moon Hotel LLC, Pittsburgh Airport, PA, 8402 University Blvd Moon Township, PA 15108 412-329-1400
Bigelow Square LLC, Pittsburgh-Downtown, PA, One Bigelow Square Pittsburgh, PA 15219 412-281-5800
500 Mansfield Avenue Owner, LLC, Pittsburgh-Green Tree, PA, 500 Mansfield Avenue Pittsburgh, PA 15205 412-922-8400
Sunrise Gold Hospitality LLC, Pittsburgh-Meadow Lands, PA, 340 Racetrack Road Washington, PA 15301 724-222-6200
101 Mall Boulevard Owner LLC, Pittsburgh-Monroeville Convention Center, 101 Mall Blvd. Monroeville, PA 15146 412-373-7300
READING HOSPITALITY, LLC, Reading, PA, 701 Penn Street Reading, PA 19601 610-375-8000
Concord Valley Forge LLC, the Alloy King of Prussia, PA, 301 West DeKalb Pike King of Prussia, PA 19406 610-337-1200
GVH Partners, The Desmond Hotel Malvern, PA, One Liberty Blvd Malvern, PA 19355 610-296-9800
SOUTH CAROLINA
TT&C Hotel Group, LLC, Columbia, SC, 2100 Bush River Road Columbia, SC 29210 803-731-0300
Mount Pleasant Hotel Associates, LLC, Mount Pleasant, SC, 1330 Stuart Engals Blvd. Mt. Pleasant, SC 29464 843-352-5100
SRE Seahawk Owner, LLC, Myrtle Beach Oceanfront, SC, 3200 South Ocean Boulevard Myrtle Beach, SC 29577 843-315-7100
Homecourt Hospitality North Charleston, LLC, North Charleston, SC, 7401 Northwoods Boulevard North Charleston, SC 29406 843-518-6200
Lowcountry Hotels II, LLC, North Charleston-Convention Center, SC, 5264 International Blvd North Charleston, SC 29418 843-576-0300
SOUTH DAKOTA
B.Y. Development, Inc., Deadwood at Cadillac Jack's, SD, 360 Main Street Deadwood, SD 57732 605-571-1245
TENNESSEE
Nashville Airport Hotel I Investors LLC, Nashville Airport, TN, 2424 Atrium Way Nashville, TN 37214-5103 615-889-8889
VND Chattanooga East, LLC, Chattanooga Hamilton Place, TN, 2232 Center St. Chattanooga, TN 37421 423-485-1185
ALC Chattanooga LLC, Chattanooga, TN, 407 Chestnut Street Chattanooga, TN 37402 423-756-5150
GP Jackson, LP, Jackson, TN, 1770 Highway 45 Bypass Jackson, TN 38305 731-664-6900
GP Johnson City, LP, Johnson City, TN, 211 Mockingbird Lane Johnson City, TN 37604 423-929-2000
King & Union Memphis Acquisitions, LLC, Memphis Downtown, TN, 185 Union Avenue Memphis, TN 38103 901-528-1800
GP Memphis, L.P., Memphis, TN, 5069 Sanderlin Avenue Memphis, TN 38117 901-767-6666
GP Murfreesboro, LP, Murfreesboro, TN, 1850 Old Fort Parkway Murfreesboro, TN 37129 615-895-5555
Downtown Nashville Hospitality LeaseCo LLC, Nashville Downtown, TN, 315 4th Avenue North Nashville, TN 37219-1693 615-244-8200
GP Oak Ridge, LP, Oak Ridge-Knoxville, TN, 215 S. Illinois Avenue Oak Ridge, TN 37830 865-481-2468
RB Hotel Park Vista, LLC, The Park Vista-a Doubletree Hotel - Gatl, 705 Cherokee Orchard Road Gatlinburg, TN 37738 865-436-9211
TEXAS
REDUS DHG, LLC, Houston by the Galleria, TX, 5353 Westheimer Road Houston, TX 77056-5474 713-961-9000
Abilene Convention Center Hotel Development Corporation, Abilene Downtown Convention Center, TX, 500 Cypress St Abilene, TX 79601 325-999-1878
EXHIBIT A
Admiral Hotel Group, LLC, Arlington DFW South, TX, 1507 North Watson Road Arlington, TX 76006 817-640-7712
Pinnacle Austin NW, LLC, Austin Northwest - Arboretum, TX, 8901 Business Park Dr Austin, TX 78759 512-343-0888
MOHR HOTEL I LLC, Austin, TX, 6505 N Interstate 35 Austin, TX 78752-4346 512-454-3737
Pinnacle UT, LP, Austin-University Area, TX, 1617 North Interstate 35 Austin, TX 78702 512-479-4000
South Texas Hospitality, Ltd., Corpus Christi Beachfront, TX, 3200 E. Surfside Blvd Corpus Christi, TX 78402 361-883-9700
Dallas H28 Owner LLC, Dallas - DFW Airport North, TX, 4441 W. John Carpenter Freeway Irving, TX 75063 972-929-8181
Mockingbird Partners, L.P., Dallas - Love Field, TX, 3300 West Mockingbird Lane Dallas, TX 75235 214-357-8500
Envision Hospitality Dallas Parkway LLC, Dallas - Richardson, TX, 1981 North Central Expressway Richardson, TX 75080 972-644-4000
CHA Galleria LP, Dallas Near the Galleria, TX, 4099 Valley View Lane Dallas, TX 75244 972-385-9000
Black Forest - CC Hotel, LLC, Dallas-Campbell Centre, TX, 8250 N. Central Expressway Dallas, TX 75206-1888 214-691-8700
Hotel Management Services, LLC, Dallas-Farmers Branch, TX, 11611 Luna Road Farmers Branch, TX 75234 972-506-0055
2015 Market Center LLC, Dallas-Market Center, TX, 2015 Market Center Blvd Dallas, TX 75207 214-741-7481
Hotel Don Quixote, Ltd, El Paso Downtown/City Center, TX, 600 N. El Paso Street El Paso, TX 79901 915-532-8733
RahimHassanally, Fort Worth South Hotel & Conference Cent, 100 Altamesa Blvd E Fort Worth, TX 76134 817-293-3088
17th Street Properties, LLC, Galveston Beach, TX, 1702 Seawall Boulevard Galveston, TX 77550 409-762-4141
Unique Crowne Hospitality LLC, Houston Brookhollow, TX, 12801 Northwest Freeway Houston, TX 77040 713-4629977
1859 Historic Hotels, Ltd., Houston Hobby Airport, TX, 8181 Airport Boulevard Houston, TX 77061-4142 713-645-3000
IAH 15747 Hotel, LLC, Houston Intercontinental Airport, TX, 15747 JFK Boulevard Houston, TX 77032 281-848-4000
Metro Royal Lane Lodging LLC, Houston Westchase, TX, 10609 Westpark Drive Houston, TX 77042 713-532-5400
Blue River Hospitality, LLC, Houston-Greenway Plaza, TX, 6 E Greenway Plaza Houston, TX 77046 713-629-1200
Q-505, LLC, Lubbock - University Area, TX, 505 Avenue Q Lubbock, TX 79401 806-516-0400
CalMac Suites, Ltd., McAllen, TX, 1800 S 2nd Street McAllen, TX 78503 956-686-3000
Wall Street Hospitality, Ltd, Midland Plaza, TX, 117 West Wall Street Midland, TX 79701 432-683-6131
Emily Morgan LLC, San Antonio - The Emily Morgan, TX, 705 East Houston Street San Antonio, TX 78205 210-225-5100
Amgreen-Karena Hotel Partnership, Ltd., San Antonio Downtown, TX, 502 W. Cesar E. Chavez San Antonio, TX 78207 210-224-7155
T&J Cantera Hotel, LLC, San Antonio Northwest, TX, 6809 North Loop 1604 W San Antonio, TX 78249 210-690-0300
SAT Partners, LP, San Antonio-Airport, TX, 611 NW Loop 410 San Antonio, TX 78216 210-340-6060
Boerne Hotels, Ltd., The Bevy Hotel Boerne, TX, 101 Herff Road Boerne, TX 78006 830-816-5606
UTAH
SCP 110 W 600 S Opco, LLC, Salt Lake City Downtown, UT, 110 West 600 South Salt Lake City, UT 84101 801-359-7800
BPDTSLC LLC, Salt Lake City Airport, UT, 5151 Wiley Post Way Salt Lake City, UT 84116-2891 801-539-1515
Yarrow Resort TRS, LLC, The Yarrow Park City, UT, 1800 Park Avenue Park City, UT 84060 435-649-7000
VERMONT
AAM Burlington Hotel, LLC, Burlington, VT, 870 Williston Road South Burlington, VT 05403 802-865-6600
VIRGINIA
Rich Charlottesville Hotel, LLC, Charlottesville, VA, 990 Hilton Heights Road Charlottesville, VA 22901 434-973-2121
Green Mountain Hospitality LLC, Front Royal Blue Ridge Shadows, VA, 111 Hospitality Drive Front Royal, VA 22630 540-631-3050
EH Harrisonburg, LLC, Harrisonburg, VA, 1400 E. Market Street Harrisonburg, VA 22801 540-433-2521
1960 Chain Bridge Road LLC, McLean Tysons, VA, 1960 Chain Bridge Road McLean, VA 22102 703-893-2100
1500 N. Military, LLC, Norfolk-Airport, VA, 1500 North Military Highway Norfolk, VA 23502-1813 757-466-8000
EXHIBIT A
Audubon III, LLC, Richmond Airport, VA, 445 International Center Drive Sandston, VA 23150 804-236-1111
Koger, LLC, Richmond-Midlothian, VA, 1021 Koger Center Boulevard Richmond, VA 23235 804-379-3800
Steeplechase Hospitality, LLC, Sterling-Dulles, VA, 21611 Atlantic Boulevard Sterling, VA 20166 703-230-0077
1900 Pavilion, LLC, Virginia Beach, VA, 1900 Pavilion Drive Virginia Beach, VA 23451 757-422-8900
Mahant Hotel, LLC, Virginia Beach, VA, 615 Atlantic Avenue Virginia Beach, VA 23451 757-425-7800
50 Kingsmill, LLC, Williamsburg, VA, 50 Kingsmill Road Williamsburg, VA 23185 757-220-2500
WASHINGTON
CHA Tukwila LLC, Seattle Airport/Southcenter, WA, 16500 Southcenter Parkway Seattle, WA 98188-3388 206-575-8220
Lexmar Olympia LLC, Olympia, WA, 415 Capitol Way North Olympia, WA 98501 360-570-0555
Virk Properties Woodland LLC, Vancouver, WA, 12712 SE 2nd Circle Vancouver, WA 98684 360-891-9777
WEST VIRGINIA
WPA Huntington, LLC, Huntington, WV, 1001 3rd Avenue Huntington, WV 25701 304-525-1001
WISCONSIN
Valley Hospitality LLC, Appleton, WI, 150 Nicolet Road Appleton, WI 54914 920-735-9955
Motor Lodge Associates of Madison Limited Partners, Madison Downtown, WI, 525 West Johnson Street Madison, WI 53703 608-251-5511
Madison East DBL Lodging Investors, LLC, Madison East, WI, 4402 E. Washington Ave Madison, WI 53704 608-244-4703
Downtown Ventures LLP, Milwaukee Downtown, WI, 611 W. Wisconsin Avenue Milwaukee, WI 53203 414-273-2950
Bluemound Road Investments LLC, Milwaukee/Brookfield, WI, 18155 Bluemound Road Brookfield, WI 53045 262-792-1212
WPA Neenah SPE, LLC, Neenah, WI, 123 E Wisconsin Ave Neenah, WI 54956 920-725-8441
Varin/Kenosha Hotel Partners, LLC, Pleasant Prairie Kenosha, WI, 11800 108th Street Pleasant Prairie, WI 53158 262-857-3377
Harbourwalk Hotel Limited Partnership, Racine Harbourwalk, WI, 223 Gaslight Circle Racine, WI 53403 262-833-0441
ECHL, LLC, The Lismore Hotel Eau Claire, WI, 333 Gibson Street Eau Claire, WI 54701 715-835-8888
Signed but not yet Opened
ARIZONA
Williams 950 LLC Williams, AZ 950 N Grand Canyon Blvd, Williams, AZ 86046
CALIFORNIA
Pala Mesa Resort, Inc. Pala Mesa Resort Fallbrook, CA 2001 Old Highway 395, Fallbrook, CA 92028
PARADIGM TVM, LLC Chatsworth, CA 9777 Topanga Canyon Blvd., Chatsworth, CA 91311 818-709-7054
Jai Shri Ram Hospitality Group, LLC Placerville Sacramento, CA 6850 Green Leaf Dr., Placerville, CA 95667
May Kay West Covina Los Angeles, CA 3223 E Garvey Ave N., West Covina, CA 91791
FLORIDA
A3M-CGI 36TH STREET, LLC Miami Airport North, FL 6555 6595 NW 36th Street, Virginia Gardens, FL 33166
EXHIBIT A
GEORGIA
CSP Glynco LLC Brunswick, GA 138 Glynco Pkwy, Brunswick, GA 31525
ILLINOIS
Great River Hospitality, LLC Quincy, IL 201 S 3rd St, Quincy, IL 62301
IOWA
ASNL, Inc. Sioux City, IA 701 Gordon Drive, Sioux City, IA 51101
KANSAS
W&K Hotels, LLC Manhattan, KS 530 Richards Dr, Manhattan, KS 66502 785-539-5311
MARYLAND
Maya Lilly Hospitality, LLC Salisbury, MD 300 S. Salisbury Blvd., Salisbury, MD 21801
MASSACHUSETTS
700 Taunton LLC Taunton, MA 700 Myles Standish Blvd., Taunton, MA 02780 508-8230430
MICHIGAN
50 Capital Ave Development Corporation Battle Creek, MI 50 Capital Ave., Battle Creek, MI 49017
MINNESOTA
ATI Hotel LLC Austin, MN 1701 4th St NW, Austin, MN 55912 507-433-1000
CP Minneapolis, LLC Minneapolis Airport, MN 2020 American Boulevard East, Bloomington, MN 55425 952-8547441
La Main Capital Group, LLC Owatonna, MN 2365 43rd St NW, Owatonna, MN 55060
MISSOURI
Katman, LLC Kansas City Airport, MO 11832 NW Plaza Circle, Kansas City, MO 64153 816-464-2345
NEW JERSEY
ANZ Secaucus LLC Secaucus Meadowlands, NJ 300 Plaza Drive, Secaucus, NJ 07094
NEW YORK
Corning Hotel Owner, LLC Corning, NY 125 Denison Parkway East, Corning, NY 14830 607-962-5000
9th Street QB Hotel LLC Long Island City, NY 38-15 9th Street, Long Island City, NY 11101 929-666-7800
LaGuardia Associates, LP New York LaGuardia Airport, NY 104-04 Ditmars Blvd., East Elmhurst, NY 11369 718-457-6300
JFK Hotel Owner, LLC New York JFK Airport, NY 135-30 140th Street, Jamaica, NY 11436
EXHIBIT A
NORTH CAROLINA
SMP Greensboro, LLC and Regency Investment, LLC Greensboro Airport, NC 6426 Burnt Poplar Road, Greensboro, NC 27409 336-668-0421
Homecourt Hospitality Wilmington, LLC Wilmington, NC 5032 Market Street, Wilmington, NC 28405 910-3921101
OHIO
PH Fairborn Hotel Owner 2800, LLC Dayton Fairborn, OH 2800 Presidential Dr, Fairborn, OH 45324
PENNSYLVANIA
Pocono Hotels Inc Wilkes-Barre, PA 600 Wildflower Drive, Wilkes-Barre, PA 18702
RHODE ISLAND
Mittas Airport Hotel, LLC Warwick Providence Airport, RI 2081 Post Road, Warwick, RI 02886 401-7393000
SOUTH CAROLINA
Gita Hospitality, LLC Columbia Southeast Fort Jackson, SC 7300 Garners Ferry Rd., Columbia, SC 29209 803-7835500
Parkway Plaza, LLC Greenville Airport, SC 125 The Parkway, Greenville, SC 29615
Hilton Head Hospitality, LLC Hilton Head Island, SC 36 South Forest Beach Drive, Hilton Head Island, SC 29928 843-8423100
TENNESSEE
Riverview Square Hotel LLC Clarksville Riverview, TN 50 College Street, Clarksville, TN 37040
TEXAS
Forum Hospitality, LLC Bedford DFW West, TX 3005 Airport Fwy, Bedford, TX 76021 817-6846300
DFW Hotel Group LLC Fort Worth Fossil Creek, TX 4635 Gemini Place, Fort Worth, TX 76177 817-624-0002
Shreem Laredo, LP Laredo, TX 800 Garden Street, Laredo, TX 78040
Summit Midland, LLC Midland West Loop I-250, TX SWQ of N Loop 250 West and Hwy 191, Midland, TX 79703
WASHINGTON
YC Silverdale Hotel Group LLC Silverdale, WA 3073 NW Bucklin Hill Rd, Silverdale, WA 98383
E
XHIBIT B
EXHIBIT B
DOUBLETREE
ARIZONA
SWVP Scottsdale LLC, Paradise Valley Scottsdale, AZ, 12770 El Camino Real, Suite 200 San Diego, ARIZONA 92130 858-480-2900
CALIFORNIA
Orangewood, LLC, Anaheim Resorts Convention Center, CA, 1110 West Katella Avenue Anaheim, CALIFORNIA 92802 714-778-5220
Vivo Living Rancho Cordova, LLC, Sacramento-Rancho Cordova, CA, 2381 Rosecrans Avenue, Suite 330 El Segundo, 90245 310-770-5199
1250 North SD, LLC, San Diego Hotel Circle, CA, 345 Park Avenue, 8th Floor New York, 10017 212-715-3175
CONNECTICUT
CT Hotel Partners, L.P., Norwalk, CT, 1100 Ridgeway Loop Road, Suite 400 Memphis, CONNECTICUT 38120 901-259-7120
FLORIDA
Rocky Point Hospitality LLC, Tampa Rocky Point Waterfront, FL, 5847 San Felipe, Suite 4600 Houston, FLORIDA 77057 713-782-9100
BRE Imagination Hotel Owner, LLC, Tampa-Airport Westshore, FL, 345 Park Avenue New York, 10154 212-583-5059
MARYLAND
Largo Hotel LLC, Largo Washington DC, MD, 1101 30th Street NW, Suite 500 Washington, MARYLAND 20007 215-651-9430
MASSACHUSETTS
WCP Computer Drive, L.L.C., Boston Westborough, MA, 30 South Wacker Drive, 36th Floor Chicago, MASSACHUSETTS 60606 312-476-2015
Hotel Leo 99, LLC, Leominster, MA, 2001 Crocker Road Westlake, 44145 440-239-9848
MICHIGAN
HSS Holland Hotel Opco, L.L.C., Holland, MI, 591 Wet Putnam Avenue Greenwich, MICHIGAN 06803 203-485-5115
MISSOURI
Woodson Hotel STL DBTR LLC, St. Louis Airport, MO, 525 Dee Road, Suite 200 Roselle, MISSOURI 60172 630-894-9951
NEW JERSEY
Mahwah Ventures, LP, Mahwah, NJ, 900 Hammond Drive, Suite 325 Atlanta, NEW JERSEY 30328 404-467-9299
NEW YORK
SCCQ Rock Hotel LLC, New York Midtown Fifth Ave, NY, 420 Great Neck Road Great Neck, NEW YORK 11021 516-773-9300
NORTH CAROLINA
Hulsing Enterprises, LLC, Greensboro Airport, NC, 5201 Johnson Drive Mission, NORTH CAROLINA 66205 828-280-2897
OHIO
6300 Sharonville Associates, LLC, Cincinnati Blue Ash, OH, 3200 W. Market Street Fairlawn, OHIO 44333 330-664-9430
Park Hospitality LLC, Mansfield Downtown, OH, 116 Park Avenue West Mansfield, 44902 678-524-1756
EXHIBIT B
OKLAHOMA
Suenos, LLC, Oklahoma City Airport, OK, 6016 NW 120 Court Okalhoma City, OKLAHOMA 73162 405-850-2891
TENNESSEE
KRE HIP TRE Chattanooga Owner LLC, Chattanooga Dowtown, TN, 555 California Street, 50th Floor San Francisco, TENNESSEE 94104 212-750-8300
WASHINGTON
NHT Olympia TRS, LLC, Olympia, WA, 2515 McKinney Avenue Dallas, WASHINGTON 75205 972-419-6229
E
XHIBIT C
Hilton Franchise Holding LLC
Financial Statements
For the years ended December 31, 2023, 2022 and 2021
Hilton Franchise Holding LLC
Index to Financial Statements
Page No.
Report of Independent Auditor 1
Financial Statements
Balance Sheets 3
Statements of Comprehensive Income and Member’s Equity 4
Statements of Cash Flows 5
Notes to Financial Statements 6
cbh.com
1
Report of Independent Auditor
To the Member
Hilton Franchise Holding LLC
McLean, Virginia
Opinion
We have audited the accompanying financial statements of Hilton Franchise Holding LLC (the “Company”) which
comprise the balance sheets as of December 31, 2023 and 2022, and the related statements of comprehensive
income and member’s equity and cash flows for the years ended December 31, 2023, 2022, and 2021, and the
related notes to the financial statements.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial
position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows
for the years ended December 31, 2023, 2022, and 2021, in accordance with accounting principles generally
accepted in the United States of America.
Basis for Opinion
We conducted our audits in accordance with auditing standards generally accepted in the United States of
America. Our responsibilities under those standards are further described in the Auditor’s 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 audits.
We believe 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 within one year after the date the financial statements are available to be issued.
Auditor’s 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 auditor’s 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 generally accepted auditing standards 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.
2
In performing an audit in accordance with generally accepted auditing standards, we:
Exercise professional judgment and maintain professional skepticism throughout the audit.
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud
or error, and design and perform audit procedures responsive to those risks. Such procedures include
examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness
of the Company’s internal control. Accordingly, no such opinion is expressed.
Evaluate the appropriateness of accounting policies used and the reasonableness of significant
accounting estimates made by management, as well as evaluate the overall presentation of the financial
statements.
Conclude whether, in our judgment, 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 a reasonable period of
time.
We are required to communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit, significant audit findings, and certain internal control related matters that
we identified during the audits.
Tysons Corner, Virginia
March 22, 2024
Hilton Franchise Holding LLC
Balance Sheets
(in thousands)
December 31,
2023 2022
ASSETS
Current Assets:
Cash $ 5,348 $ 99
Accounts receivable, net 127,999 121,757
Due from Hilton affiliates related to franchise deposits 18,885 18,812
Financing receivables, net 19,683 14,644
Other receivables due from Hilton affiliates 768,478 798,861
Other 77 23
Total current assets 940,470 954,196
Non-current Assets:
Franchise contracts, net 238,533 200,464
Financing receivables, net 4,140 9,159
Other 4 89
Total non-current assets 242,677 209,712
TOTAL ASSETS
$ 1,183,147 $ 1,163,908
LIABILITIES AND MEMBER'S EQUITY
Current Liabilities:
Franchise deposits $ 18,885 $ 18,812
Current portion of deferred revenues 37,811 33,833
Current franchise contract acquisition costs payable 9,041 3,541
Other 395 385
Total current liabilities 66,132 56,571
Deferred revenues 486,418 444,266
Franchise contract acquisition costs payable 8,575 845
Other 5,568 163
Total liabilities 566,693 501,845
Commitments and contingencies - see Note 6
Member's Equity:
Contributed capital 310,000 310,000
Retained earnings 541,365 569,084
Due from Hilton affiliates (234,911) (217,020)
Accumulated other comprehensive loss — (1)
Total member’s equity 616,454 662,063
TOTAL LIABILITIES AND MEMBER'S EQUITY
$ 1,183,147 $ 1,163,908
See notes to financial statements.
3
Hilton Franchise Holding LLC
Statements of Comprehensive Income and Member’s Equity
(in thousands)
Year Ended December 31,
2023 2022 2021
Revenues
Franchise royalty fees $ 1,331,169 $ 1,184,827 $ 841,434
Franchise sales and change of ownership fees 43,294 39,881 33,930
Franchise termination fees and other 2,434 4,757 7,920
Total revenues 1,376,897 1,229,465 883,284
Expenses
Operating expenses 861 529 379
Provision for (recovery of) credit losses 4,430
(2,483) (433)
Amortization expense 414
410 69
Total expenses 5,705 (1,544) 15
Operating income
1,371,192 1,231,009 883,269
Non-operating income, net 1,217 2,503 2,034
Income before taxes
1,372,409 1,233,512 885,303
Foreign tax expense (128) (70) (134)
Net income
1,372,281 1,233,442 885,169
Other comprehensive income (loss):
Currency translation adjustment 1 6 (13)
Total other comprehensive income (loss)
1 6 (13)
Comprehensive income
$ 1,372,282 $ 1,233,448 $ 885,156
Member’s equity, beginning of year
(1)
$ 662,063 $ 998,579 $ 95,979
Comprehensive income 1,372,282 1,233,448 885,156
Distribution of retained earnings to Hilton affiliates (1,400,000) (1,550,000) (5,300,000)
Decrease (increase) in due from Hilton affiliates (17,891) (19,964) 5,317,444
Member’s equity, end of year
$ 616,454 $ 662,063 $ 998,579
____________
(1)
For additional information on the components of member's equity, including the activity during the years ended December 31, 2023, 2022 and 2021, see
Note 7: Related Party Transactions.
See notes to financial statements.
4
Hilton Franchise Holding LLC
Statements of Cash Flows
(in thousands)
Year Ended December 31,
2023 2022 2021
Operating Activities:
Net income $ 1,372,281 $ 1,233,442 $ 885,169
Adjustments to reconcile net income to net cash provided by operating
activities:
Amortization of contract acquisition costs 12,897 11,972 9,031
Amortization expense 414 410 69
Franchise contract acquisition costs, net of refunds (37,185) (41,991) (59,592)
Changes in operating assets and liabilities:
Accounts receivable, net (5,787) (8,139) (32,795)
Other receivables due from Hilton affiliates 30,383 335,087 4,223,383
Other current assets (54) (23) —
Other current liabilities 10 (1,542) 1,470
Change in other non-current assets 85 (3) (4,362)
Change in deferred revenues 46,130 42,148 30,955
Change in other long-term liabilities 5,405 (62) 225
Other (1,470) (1,412) (10,256)
Net cash provided by operating activities 1,423,109 1,569,887 5,043,297
Investing Activities:
Issuance of financing receivables — — (3,234)
Net cash used in investing activities — — (3,234)
Financing Activities:
Settlement of capital contribution due from Hilton affiliates — — 300,000
Distribution of retained earnings to Hilton affiliates (1,400,000) (1,550,000) (5,300,000)
Increase in due from Hilton affiliates (17,891) (19,964) (39,887)
Net cash used in financing activities (1,417,891) (1,569,964) (5,039,887)
Effect of exchange rate changes on cash 31 (3) (20)
Net increase (decrease) in cash
5,249 (80) 156
Cash, beginning of year
99 179 23
Cash, end of year
$ 5,348 $ 99 $ 179
Supplemental Disclosures:
Non-cash operating activities:
Decrease (increase) in due from Hilton affiliates related to franchise
deposits
$ (73) $ 2,707 $ (10,212)
Increase (decrease) in franchise deposits 73 (2,707) 10,212
Reclassification of receivables previously not expected to be repaid — — (5,357,331)
Non-cash financing activities:
Reclassification of receivables previously not expected to be repaid — — 5,357,331
See notes to financial statements.
5
NOTES TO FINANCIAL STATEMENTS
Note 1: Organization
Hilton Franchise Holding LLC ("we," "us," "our" or the "Company") is a Delaware limited liability corporation that was
formed on September 12, 2007 and began operations on October 11, 2007. The Company is a franchisor of the Hilton family of
brands within the United States ("U.S."), territories of the U.S. and Thailand for franchise contracts executed or amended
subsequent to October 24, 2007. We are a wholly owned subsidiary of Hilton Domestic Operating Company Inc. (the "Parent"),
whose equity is indirectly held by Hilton Worldwide Holdings Inc. ("Hilton").
We license intellectual property ("IP"), including brand names, trademarks and service marks, from a wholly owned
affiliate of Hilton on a royalty free basis and then license the use of this IP to third-party hotel owners under long-term franchise
contracts.
Note 2: Basis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation
Use of Estimates
Our financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP").
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that
affect the amounts reported and, accordingly, ultimate results could differ from those estimates.
Reclassifications
Certain prior period balances were reclassified to conform to current year presentation, including franchise contract
acquisition costs payable, which was previously presented in other long-term liabilities. Additionally, provision for (recovery
of) credit losses, was previously presented separately from other expense categories, but has been reclassified to be included
within total expenses, to conform to current year presentation. This reclassification had no impact on operating income or net
income.
COVID-19 Pandemic
Although our results for the year ended December 31, 2022 included a strong recovery from the COVID-19 pandemic
when compared to the same period in 2021, the Omicron variant of COVID-19 limited the recovery of our business during the
beginning of that period. As such, the results for the year ended December 31, 2023 reflect improvement in comparison to the
year ended December 31, 2022, when considering the pandemic. However, our growth when comparing 2023 to 2022 is more
normalized than it was during the height of the pandemic and our subsequent recovery. Additionally, given the impacts of the
pandemic on prior periods, the improvement in our results during the year ended December 31, 2023 is not necessarily
indicative of future performance or future growth patterns.
6
Summary of Significant Accounting Policies
Revenue Recognition
Revenues are primarily derived from franchise contracts with third-party hotel owners. Our primary performance
obligation in connection with these franchise contracts is related to IP licenses, which grant the right to access our IP, including
brand IP, reservations systems and property management systems. This performance obligation is considered to be a series of
distinct services transferred over time, for which we receive variable consideration through our franchise royalty fees. While the
underlying activities may vary from day to day, the nature of the commitments are the same each day, and the hotel owner can
independently benefit from each day's services. We may also receive fixed consideration in connection with other types of fees.
We allocate the variable fees to the distinct services to which they relate by applying the prescribed variable consideration
allocation guidance, and we allocate fixed consideration to the related performance obligations based on their estimated
standalone selling prices. The terms of the fees earned under the contract relate to a specific outcome of providing the services
(e.g., hotel room sales) to satisfy the performance obligations. Using time as a measure of progress, we recognize fee revenue in
the period earned per the terms of the contract. We do not typically include extended payment terms in our contracts with
customers.
Our revenues consist of the following:
• Franchise royalty fees are generally based on a percentage of the hotel's monthly gross room revenue and, in some
cases, may also include a percentage of gross food and beverage revenues and other revenues, as applicable. These
fees are typically billed and collected monthly, and revenue is generally recognized as services are provided.
Consideration paid or anticipated to be paid to incentivize hotel owners to enter into franchise contracts with us is
amortized over the life of the applicable contract as a reduction to franchise royalty fees.
• Franchise sales and change of ownership fees include application, initiation and other fees that are charged when: (i)
new hotels enter our system; (ii) there is a change of ownership of a hotel; or (iii) contracts with hotels already in our
system are extended. These fees are typically fixed and collected upfront and are recognized as revenue over the term
of the franchise contract. We do not consider this advance consideration to include a significant financing component,
since it is used to protect us from the hotel owner failing to adequately complete some or all of its obligations under
the contract, including establishing and maintaining the hotel in accordance with our standards.
• Franchise termination fees are charged in connection with the termination of a franchise contract by the hotel owner.
We recognize termination fees in the period in which the payment is received if there is no further service to be
provided due to the uncertainty of collection associated with the termination of the relationship with the hotel owner.
Accounts Receivable and Financing Receivables
Our accounts receivable primarily consist of amounts due from the hotel owners with whom we have franchise contracts.
Our financing receivables consist of loans made to certain owners of franchised hotels. An allowance for credit losses is
provided on these financial instruments. Our expected credit losses are based on historical collection activity, the nature of the
financial instrument and current and forecasted business conditions.
The allowances for credit losses on our primary financial instruments were as follows:
December 31,
2023 2022
(in thousands)
Accounts receivable, current $ 7,339 $ 3,572
Financing receivables, current 383 282
Financing receivables, non-current 367 129
Franchise Contracts
We capitalize consideration paid to incentivize hotel owners to enter into franchise contracts with us as contract acquisition
costs and, together with other incremental costs to obtain franchise contracts, as franchise contracts, net in our balance sheets.
Franchise contracts are amortized using the straight-line method over their respective estimated useful lives, which is the
contract term, generally including any extension periods that are at our sole option, and are generally 10 to 20 years.
7
Amortization begins on the opening date of the hotel to which the franchise contract relates or the contract execution date,
whichever is later. Amortization of franchise contract acquisition costs is recognized as a reduction to franchise royalty fees and
amortization of costs to obtain franchise contracts is recognized as amortization expense in our statements of comprehensive
income and member's equity. Cash flows for both contract acquisition costs and costs to obtain a contract are included as
operating activities in our statements of cash flows. We evaluate the carrying value of our franchise contracts for indicators of
impairment, and, if such indicators exist, we perform an analysis to determine the recoverability of the asset carrying value by
comparing the expected undiscounted future cash flows to the net carrying value of the asset. If the carrying value of the asset is
not recoverable and it exceeds the estimated fair value of the asset, we recognize an impairment loss in our statement of
comprehensive income and member's equity for the amount by which the carrying value exceeds the estimated fair value.
Franchise Deposits
Franchise deposits represent application, initiation and other fees that are collected at the time a hotel owner applies for a
franchise license. These amounts are recorded as a current liability until the fees become non-refundable, at which time they are
reclassified to deferred revenues. If the franchise application is not approved, the fee is recorded as an other current liability in
our balance sheet until it is refunded to the applicant, less processing fees, if applicable.
Contract Liabilities
Contract liabilities relate to non-refundable advance consideration received from hotel owners for application, initiation
and other fees reclassified from franchise deposits. This consideration received from hotel owners is recognized over the term
of the related contract. Our contract liabilities are presented as deferred revenues in our balance sheets.
Fair Value Measurements - Valuation Hierarchy
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants on the measurement date (i.e., an exit price). We use the three-level valuation hierarchy
for classification of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation
of an asset or liability as of the measurement date. Inputs refer broadly to the assumptions that market participants would use in
pricing an asset or liability. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions
market participants would use in pricing the asset or liability developed based on market data obtained from independent
sources. Unobservable inputs are inputs that reflect our own assumptions about the data market participants would use in
pricing the asset or liability developed based on the best information available to us in the specific circumstances. The three-tier
hierarchy of inputs is summarized below:
• Level 1 - Valuation is based upon quoted prices (unadjusted) for identical assets or liabilities in active markets.
• Level 2 - Valuation is based upon quoted prices for similar assets and liabilities in active markets, or other inputs that
are observable for the asset or liability, either directly or indirectly, for substantially the full term of the instrument.
• Level 3 - Valuation is based upon other unobservable inputs that are significant to the fair value measurement.
The classification of assets and liabilities within the valuation hierarchy is based upon the lowest level of input that is
significant to the fair value measurement in its entirety. Proper classification of fair value measurements within the valuation
hierarchy is considered each reporting period. The use of different market assumptions or estimation methods may have a
material effect on the estimated fair value amounts.
Estimates of the fair values of our financial instruments and nonfinancial assets are determined using available market
information and appropriate valuation methods. Considerable judgment is necessary to interpret market data and develop the
estimated fair values and the classification within the valuation hierarchy. We have not elected the fair value measurement
option for any of our financial assets or liabilities.
8
Note 3: Franchise Contracts
Franchise contracts, net was as follows:
December 31, 2023
Gross
Carrying
Value
Accumulated
Amortization
Net Carrying
Value
(in thousands)
Contract acquisition costs $ 287,958 $ (54,374) $ 233,584
Costs to obtain contracts 7,256 (2,307) 4,949
$ 295,214 $ (56,681) $ 238,533
December 31, 2022
Gross
Carrying
Value
Accumulated
Amortization
Net Carrying
Value
(in thousands)
Contract acquisition costs $ 241,600 $ (46,148) $ 195,452
Costs to obtain contracts 6,905 (1,893) 5,012
$ 248,505 $ (48,041) $ 200,464
Amortization of our franchise contracts was as follows:
Year Ended December 31,
2023 2022 2021
(in thousands)
Recognized as a reduction of franchise royalty fees $ 12,897 $ 11,972 $ 9,031
Recognized in amortization expense 414 410 69
Note 4: Fair Value Measurements
The fair values of our financial assets and liabilities are estimated to be equal to their carrying values as of December 31,
2023 and 2022.
Note 5: Income Taxes
Certain U.S. territories require the taxation of payments made for franchise licensing and certain other fees to foreign
domiciled entities, which includes those in the U.S. The taxation rates for these payments vary by jurisdiction and in some cases
may be exempt from any withholding of taxes based on cross-jurisdictional tax relief agreements. In circumstances where we
are subject to a tax on payments made for franchise licensing and certain other fees, the franchisee is responsible for the
withholding and remittance of these foreign taxes to the local taxing authority. Taxes related to franchise fees are presented as
foreign tax expense in our statements of comprehensive income and member’s equity. Taxes that have been withheld that have
not been remitted to the local taxing authority are presented as other current liabilities in our balance sheets.
No provision is made in our accounts for U.S. income taxes because for U.S. income tax purposes, we are treated as a
disregarded entity and all items of taxable income and expense are included in the computation of taxable income of Hilton.
The results of operations reflected in the accompanying statements of comprehensive income and member's equity may differ
from amounts reported in Hilton's federal income tax returns because of differences in accounting policies adopted for financial
and tax reporting purposes.
Note 6: Commitments and Contingencies
Certain of Hilton's debt obligations, which mature from 2025 to 2032, are unconditionally and irrevocably guaranteed by
certain Hilton direct or indirect wholly owned material domestic subsidiaries, which includes us. All of our assets and franchise
contracts have been pledged as collateral for the term of the debt agreements. We did not record a guarantee liability related to
these guarantees as of December 31, 2023 and 2022 due to the nature of the parent and subsidiary relationship between us and
Hilton.
9
From time to time, we are involved in various claims and lawsuits arising in the ordinary course of business, some of which
could include claims for substantial sums. While the ultimate results of claims and litigation cannot be predicted with certainty,
we expect that the ultimate resolution of all pending or threatened claims and litigation as of December 31, 2023 will not have a
material adverse effect on our financial position, results of operations or cash flows.
Note 7: Related Party Transactions
We maintain intercompany balances with Hilton affiliates, which are the result of Hilton's centralized cash management
system. One of these balances relates to franchise deposits, which are collected on our behalf by Hilton affiliates and deposited
into a lockbox account to which we have no access. Amounts due from Hilton affiliates related to franchise deposits, if any, are
reflected as an asset and are payable to us upon demand. Prior to the year ended December 31, 2021, the remaining balances
due from Hilton affiliates represented amounts that were not expected to be repaid. During the year ended December 31, 2021,
we determined that certain receivables from related parties, that were previously not expected to be repaid, would be repaid
through periodic settlements with simultaneous distributions of our retained earnings to Parent. As such, we reclassified these
amounts from due from Hilton affiliates to other receivables due from Hilton affiliates. We expect to continue to settle certain
amounts due from Hilton affiliates, with amounts that are expected to be settled within twelve months from the date of the
balance sheet recorded as a current asset. Amounts due from Hilton affiliates that are not expected to be repaid are reflected as a
component of member's equity.
During the years ended December 31, 2023, 2022 and 2021, we settled $1.4 billion, $1.55 billion and $5.3 billion of other
receivables due from Hilton affiliates, respectively, and simultaneously distributed $1.4 billion, $1.55 billion and $5.3 billion,
respectively, of our retained earnings to Parent. These settlements of other receivables due from Hilton affiliates are presented
as operating activities and the distributions of retained earnings are presented as financing activities in our statements of cash
flows for the years ended December 31, 2023, 2022 and 2021.
We have an operator agreement with a Hilton affiliate which entitles the Hilton affiliate to receive a reasonable fee as
compensation to be established from time to time. For the years ended December 31, 2023, 2022 and 2021, no compensation
was provided to the Hilton affiliate.
Note 8: Subsequent Events
We have evaluated all subsequent events through March 22, 2024, the date that the financial statements were available to
be issued.
10
E
XHIBIT D
{018316-002419 00290079.DOCX; 1}
BRAND STATE CITY QUALIFIER FACILITY ID TYPE
Brand Codes Used in the Franchise Agreement
Canopy by Hilton PY
Curio Collection by Hilton QQ
DoubleTree by Hilton/DoubleTree Suites by Hilton DT
Embassy Suites by Hilton ES
Hampton Inn by Hilton/Hampton Inn & Suites by Hilton HAM
Hilton Hotels & Resorts HFS
Hilton Garden Inn HGI
Home2 Suites by Hilton H2
Homewood Suites by Hilton HWS
LivSmart Studios by Hilton EY
LXR Hotels & Resorts OL
Motto by Hilton UAB
Spark by Hilton PE
Tapestry by Hilton UP
Tempo by Hilton PO
Tru by Hilton RU
{018316-002419 00290079.DOCX; 1}
BRAND STATE CITY QUALIFIER FACILITY ID TYPE
FRANCHISE AGREEMENT
[ENTER HOTEL NAME AND CITY/STATE HERE]
{018316-002419 00290079.DOCX; 1} i BRAND STATE CITY QUALIFIER FACILITY ID TYPE
1.0
2.0
3.0
4.0
5.0
6.0
7.0
8.0
9.0
10.0
TABLE OF CONTENTS
DEFINITIONS .................................................................................................................................. 4
GRANT OF LICENSE .................................................................................................................... 10
2.1
Non-Exclusive License ...................................................................................................... 10
2.2
Reserved Rights ................................................................................................................ 10
2.3
Restricted Area Provision ................................................................................................. 11
TERM ............................................................................................................................................. 11
OUR RESPONSIBILITIES ............................................................................................................. 11
4.1
Training ............................................................................................................................. 11
4.2
Reservation Service .......................................................................................................... 11
4.3
Consultation ...................................................................................................................... 11
4.4
Marketing .......................................................................................................................... 11
4.5
Inspections/Compliance Assistance ................................................................................. 12
4.6
Manual .............................................................................................................................. 12
4.7
Equipment and Supplies ................................................................................................... 13
YOUR RESPONSIBILITIES ........................................................................................................... 13
5.1
Operational and Other Requirements ............................................................................... 13
5.2
Room Rates and Pricing………………………………………………………………………..16
HOTEL WORK ............................................................................................................................... 16
6.1
Necessary Consents ......................................................................................................... 16
6.2
Initial Hotel Work ............................................................................................................... 16
6.3
Commencement and Completion of the Hotel Work ........................................................ 17
6.4
Opening the Hotel ............................................................................................................. 17
6.5
Performance of Agreement ............................................................................................... 18
6.6
Hotel Refurbishment and Room Addition.......................................................................... 18
STAFF AND MANAGEMENT OF THE HOTEL ............................................................................. 18
PAYMENT OF FEES ..................................................................................................................... 19
8.1
Monthly Fees ..................................................................................................................... 19
8.2
Calculation and Payment of Fees ..................................................................................... 19
8.3
Other Fees ........................................................................................................................ 20
8.4
Taxes ................................................................................................................................ 20
8.5
Application of Fees............................................................................................................ 20
8.6
Guaranty………………………………………………………………………………………….20
8.7
Set-off……………………………………………………………………………………….…….20
PROPRIETARY RIGHTS ............................................................................................................... 20
9.1
Our Proprietary Rights ...................................................................................................... 20
9.2
Trade Name, Use of the Marks ......................................................................................... 21
9.3
Use of Trade Name and Marks ......................................................................................... 21
9.4
Trademark Disputes .......................................................................................................... 22
9.5
Web Sites .......................................................................................................................... 22
9.6
Covenant ........................................................................................................................... 22
REPORTS, RECORDS, AUDITS, AND PRIVACY ........................................................................ 23
10.1
Reports .............................................................................................................................. 23
10.2
Maintenance of Records ................................................................................................... 23
10.3
Audit .................................................................................................................................. 23
10.4
Ownership of Information .................................................................................................. 23
{018316-002419 00290079.DOCX; 1} ii BRAND STATE CITY QUALIFIER FACILITY ID TYPE
10.5 Privacy and Data Protection ............................................................................................. 24
11.0 CONDEMNATION AND CASUALTY ............................................................................................. 24
11.1 Condemnation ................................................................................................................... 24
11.2 Casualty ............................................................................................................................ 24
11.3 No Extensions of Term ..................................................................................................... 24
12.0 TRANSFERS ................................................................................................................................. 24
12.1 Our Transfer ...................................................................................................................... 24
12.2 Your Transfer .................................................................................................................... 25
12.3 Public Offering or Private Placement ................................................................................ 26
12.4 Mortgages and Pledges to Lending Institutions ................................................................ 27
13.0 TERMINATION .............................................................................................................................. 27
13.1 Termination with Opportunity to Cure ............................................................................... 27
13.2 Immediate Termination by Us ........................................................................................... 28
13.3 Suspension Interim Remedies .......................................................................................... 29
13.4 Liquidated Damages on Termination [Termination Fee on Termination] ......................... 29
13.5 Actual Damages Under Special Circumstances ............................................................... 31
13.6 Your Obligations on Termination or Expiration ................................................................. 31
14.0 INDEMNITY ................................................................................................................................... 32
15.0 RELATIONSHIP OF THE PARTIES .............................................................................................. 33
15.1 No Agency Relationship .................................................................................................... 33
15.2 Notices Concerning Your Independent Status .................................................................. 33
16.0 MISCELLANEOUS ......................................................................................................................... 33
16.1 Severability and Interpretation .......................................................................................... 33
16.2 Governing Law, Jurisdiction and Venue ........................................................................... 34
16.3 Exclusive Benefit ............................................................................................................... 34
16.4 Entire Agreement .............................................................................................................. 34
16.5 Amendment and Waiver .................................................................................................. 34
16.6 Consent; Business Judgment ........................................................................................... 34
16.7 Notices .............................................................................................................................. 35
16.8 General Release ............................................................................................................... 35
16.9 Remedies Cumulative ....................................................................................................... 36
16.10 Economic Conditions Not a Defense ................................................................................ 36
16.11 Representations and Warranties ...................................................................................... 36
16.12 Counterparts ..................................................................................................................... 36
16.13 Sanctioned Persons and Anti-bribery Representations and Warranties .......................... 36
16.14 Attorneys’ Fees and Costs ................................................................................................ 37
16.15 Interest .............................................................................................................................. 37
16.16 Successors and Assigns ................................................................................................... 37
16.17 Our Delegation of Rights and Responsibility .................................................................... 37
16.18 Confidentiality of Negotiated Terms .................................................................................. 38
17.0 WAIVER OF JURY TRIAL AND PUNITIVE DAMAGES ................................................................ 38
18.0 ACKNOWLEDGEMENT OF EXEMPTION .................................................................................... 38
19.0 NOTICE OF INTENT TO MARKET [RIGHT OF FIRST OFFER ................................................... 39
20.0 KEY MONEY/DEVELOPMENT INCENTIVE NOTE ...................................................................... 39
ADDENDUM TO FRANCHISE AGREEMENT
[IF KEY MONEY EXHIBIT _ – DEVELOPMENT INCENTIVE NOTE
{018316-002419 00290079.DOCX; 1} iii BRAND STATE CITY QUALIFIER FACILITY ID TYPE
[IF APPLICABLE EXHIBIT _ – SHARED FACILITIES ADDENDUM
[IF JURISDICTION APPLIES EXHIBIT _ [CA, HI, IL, MD, MN, ND, NY, PR, RI, VA, WA] –
STATE/TERRITORY ADDENDA
[ONLY IF NOT A RADIUS EXHIBIT _ RESTRICTED AREA MAP
[IF APPLICABLE EXHIBIT _ PROPERTY IMPROVEMENT PLAN
[IF APPLICABLE EXHIBIT _ EFOREA SPA AMENDMENT
[IF APPLICABLE EXHIBIT _ RESTAURANT BRAND AMENDMENT
{018316-002419 00290079.DOCX; 1} 4 BRAND STATE CITY QUALIFIER FACILITY ID TYPE
FRANCHISE AGREEMENT
This Franchise Agreement is entered between Hilton Franchise Holding LLC (“we,” “us,” “our” or
“Franchisor”) and the Franchisee set forth in the Addendum (“you,” “your” or “Franchisee”), and is dated
as of the Effective Date. We and you may collectively be referred to as the “Parties.”
INTRODUCTION
We are an Affiliate of Hilton Worldwide. Hilton Worldwide and its Affiliates own, license, lease, operate,
manage and provide various services for the Network. We are authorized to grant licenses for selected,
first-class, independently owned or leased hotel properties, to operate under the Brand. You have
expressed a desire to enter into this Agreement with us to obtain a license to use the Brand in the operation
of a hotel at the address or location described in the Addendum.
NOW, THEREFORE, in consideration of the premises and the undertakings and commitments of each
Party to the other Party in this Agreement, the Parties agree as follows:
1.0 DEFINITIONS
The following capitalized terms will have the meanings set forth after each term:
“Affiliate” means any natural person or firm, corporation, partnership, limited liability company, association,
trust or other entity which, directly or indirectly, Controls, is Controlled by, or is under common Control with,
the subject entity.
“Agreement” means this Franchise Agreement, including any exhibits, attachments and addenda.
“Anti-Corruption Laws” means all applicable anti-corruption, anti-bribery, anti-money laundering, books
and records, and internal controls laws.
“Brand” means the brand name set forth in the Addendum.
“Chain Code” means the code that we use to identify the Brand within our Reservation Service. We may
modify, remove, or replace the Chain Code for the Brand at any time in our discretion.
“Change of Ownership Application” means the application that is submitted to us by you or the Transferee
for a new franchise agreement in connection with a Change of Ownership Transfer.
“Change of Ownership Transfer” means any proposed Transfer that results in a change of Control of
Franchisee, the Hotel, or the Hotel Site and is not otherwise permitted by this Agreement, all as set out in
Subsection 12.2.2.
“Competing Brand” means a hotel brand or trade name that, in our sole business judgment, competes
with the System, or any System Hotel or Network Hotel.
“Competitor” means any individual or entity that, at any time during the Term, whether directly or through
an Affiliate, owns in whole or in part, or is the licensor or franchisor of a Competing Brand, irrespective of
the number of hotels owned, licensed or franchised under such Competing Brand name. A Competitor does
not include an individual or entity that: (i) is a franchisee of a Competing Brand; (ii) manages a Competing
Brand hotel, so long as the individual or entity is not the exclusive manager of the Competing Brand; or (iii)
owns a minority interest in a Competing Brand, so long as neither that individual or entity nor any of its
Affiliates is an officer, director, or employee of the Competing Brand, provides services (including as a
consultant) to the Competing Brand, or exercises, or has the right to exercise, Control over the business
decisions of the Competing Brand.
{018316-002419 00290079.DOCX; 1} 5 BRAND STATE CITY QUALIFIER FACILITY ID TYPE
“Construction Commencement Date” means the date set out in the Addendum, if applicable, by which
you must commence construction of the Hotel. For the Hotel to be considered under construction, you
must have begun to pour concrete foundations for the Hotel or otherwise satisfied any site-specific criteria
for “under construction” set out in the Addendum.
“Construction Work” means all necessary action for the development, construction, renovation, furnishing,
equipping and implementation of the Plans and Designs for the Hotel.
“Construction Work Completion Date” means the date set out in the Addendum, if applicable, by which
you must complete construction of the Hotel.
“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the
management and policies of an entity, or of the power to veto major policy decisions of an entity, whether
through the ownership of voting securities, by contract, or otherwise.
“Controlling Affiliate” means an Affiliate that directly or indirectly Controls the Hotel and/or Controls the
entity that Controls the Hotel.
“Designs” means your plans, layouts, specifications, drawings and designs for the proposed furnishings,
fixtures, equipment, signs and décor of the Hotel that use and incorporate the Standards.
“Effective Date” means the date set out in the Addendum on which this Agreement becomes effective.
“Equity Interest” means any direct or indirect legal or beneficial interest in the Franchisee, the Hotel and/or
the Hotel Site.
“Equity Owner” means the direct or indirect owner of an Equity Interest.
“Expiration Date” has the meaning set forth in Section 3.
“Force Majeure” means an event causing a delay in our or your performance that is not the fault of or within
the reasonable control of the Party claiming Force Majeure. Force Majeure includes fire, floods, natural
disasters, Acts of God, war, civil commotion, terrorist acts, any governmental act or regulation beyond such
Party’s reasonable control. Force Majeure does not include your financial inability to perform, inability to
obtain financing, inability to obtain permits, licenses, zoning variances or any other similar events unique
to you, or the Hotel, or to general economic downturn or conditions.
“Government” or “Government Entity” means any: (i) agency, instrumentality, subdivision or other body
of any national, regional, local or other government; (ii) commercial or similar entities owned or controlled
by such government, including any state-owned and state-operated companies; (iii) political party; and
(iv) public international organization.
“Government Official” means: (i) officers and employees of any Government; (ii) officers and employees
of companies in which a Government owns an interest; (iii) any private person acting in an official capacity
for or on behalf of any Government or Government Entity (such as a consultant retained by a government
agency); (iv) candidates for political office at any level; (v) political parties and their officials; (vi) officers,
employees, or official representatives of public (quasi-governmental) international organizations (such as
the United Nations, World Bank, or International Monetary Fund).
[INSERT FOR HFS: “Gross Food and Beverage Revenue” means all revenues (including credit
transactions whether or not collected) derived from food and beverage-related operations of the Hotel and
associated facilities, and all banquet, reception and meeting room rentals, including all restaurants (unless
leased to third-party operators), dining, bar, lounge and retail food and beverage services, at the actual
rates charged, less allowances for any rebates and overcharges, and excluding any sales, hotel,
entertainment or similar taxes collected from patrons or guests.
{018316-002419 00290079.DOCX; 1} 6 BRAND STATE CITY QUALIFIER FACILITY ID TYPE
“Gross Receipts Tax” means any gross receipts, sales, use, excise, value added or any similar tax.
“Gross Rooms Revenue” means all revenues derived from the sale or rental of Guest Rooms (both
transient and permanent) of the Hotel, including revenue derived from the redemption of points or rewards
under the loyalty programs in which the Hotel participates, amounts attributable to breakfast (where the
guest room rate includes breakfast), Mandatory Guest Fees, late cancellation fees, and guaranteed no-
show revenue and credit transactions, whether or not collected, at the actual rates charged, less allowances
for any Guest Room rebates and overcharges, and will not include taxes collected directly from patrons or
guests. Group booking rebates, if any, paid by you or on your behalf to third-party groups for group stays
must be included in, and not deducted from, the calculation of Gross Rooms Revenue.
“Guarantor” means the person or entity that guaranties your obligations under this Agreement or any of
Your Hotel Agreements.
“Guest Rooms” means each rentable unit in the Hotel generally used for overnight guest accommodations,
the entrance to which is controlled by the same key, provided that adjacent rooms with connecting doors
that can be locked and rented as separate units are considered separate Guest Rooms. The initial number
of approved Guest Rooms is set forth in the Addendum.
“Hilton Worldwide” means Hilton Worldwide Holdings Inc., a Delaware corporation (NYSE:HLT).
“Hotel” means the property you will operate under this Agreement and includes all structures, facilities,
appurtenances, furniture, fixtures, equipment, and entry, exit, parking and other areas located on the Hotel
Site we have approved for your business or located on any land we approve in the future for additions,
signs, parking or other facilities.
“Hotel Site” means the real property on which the Hotel is located or to be located, as approved by us.
“Hotel Work” means Construction Work and/or Renovation Work, as the case may be, and the context
requires.
“Hotel’s Average Monthly Royalty Fees” means: (a) if the Hotel has been operating for at least twenty-
four (24) months, the quotient of all Monthly Royalty Fees due under this Agreement for the twenty-four
(24) month period immediately preceding the month of termination (the “Measurement Period”) divided by
twenty-four (24); and (b) if the Hotel has not been operating for at least twenty-four (24) months, the quotient
of all Monthly Royalty Fees due under this Agreement for the period between the Opening Date and the
termination date divided by the number of months between the Opening Date and the termination date.
Any temporary financial accommodations (including but not limited to any Monthly Fee discounts, fee
ramps, or fee waivers) are excluded from the calculation of Hotel’s Average Monthly Royalty Fees.
With respect to subsection (a) above, if a majority of the Guest Rooms were removed from service or regular
Hotel operations were suspended during the Measurement Period for ninety (90) or more consecutive days
(for any reason whatsoever, including Force Majeure) (a “Business Interruption”), the calendar month(s)
in which the Business Interruption(s) occurred will be removed from the Measurement Period, and the
Measurement Period will be extended earlier in time by one full calendar month for every whole or partial
calendar month in which the Business Interruption(s) occurred. For the avoidance of doubt, if the application
of this clause would lead to the Measurement Period being reduced to less than twenty-four (24) full
calendar months, then the calculation in subsection (b) will apply.
“Improper Payment” means any transaction in violation of applicable Anti-Corruption Laws.
“Indemnified Parties” means us and our Affiliates, and our and their respective predecessors, successors,
and assigns, and our and their respective officers, directors, members, managers, employees, and agents.
“Information” means all information we obtain from you or about the Hotel or its guests or prospective
guests under this Agreement or under any agreement ancillary to this Agreement, including agreements
{018316-002419 00290079.DOCX; 1} 7 BRAND STATE CITY QUALIFIER FACILITY ID TYPE
relating to the computerized reservation, revenue management, property management, and other systems
we provide or require, or otherwise related to the Hotel. Information includes, but is not limited to,
Operational Information, Proprietary Information, and Personal Information.
“Interim Remedy” has the meaning set forth in Subsection 13.3.
“Laws” means all public laws, statutes, ordinances, orders, rules, regulations, permits, licenses, certificates,
authorizations, directions and requirements of all Governments and Government Entities having jurisdiction
over the Hotel, Hotel Site or over Franchisee to operate the Hotel, which, now or hereafter, may apply to
the construction, renovation, completion, equipping, opening and operation of the Hotel, including Title III
of the Americans with Disabilities Act, 42 U.S.C. § 12181, et seq., and 28 C.F.R. Part 36.
“License” has the meaning set forth in Subsection 2.1.
[SELECT FOR ALL BRANDS EXCEPT OL: “Liquidated Damages” has the meaning set forth in
Subsections 6.4.4 and 13.4. [SELECT FOR OL: “Liquidated Damages” has the meaning set forth in
Subsection 6.4.4.
“Management Company” has the meaning set forth in Subsection 7.1.
“Mandatory Guest Fee” means any separate fee that a patron or guest is charged for in addition to the
base room rate for a guest room, including but not limited to resort fees, facility fees, destination fees,
amenity fees, urban destination fees, or any other similar fee. Mandatory Guest Fees do not include
employee gratuities, state or local mandatory taxes, and other tax-like fees and assessments that are levied
on a stay, as determined by us, that are passed through to a third party (such as tourism public improvement
district fees, tourism or improvement assessments, and convention center fees).
“Manual” means all written compilations of the Standards. The Manual may take the form of one or more
of the following: one or more loose-leaf or bound volumes; bulletins; notices; videos; CD-ROMS and/or
other electronic media; online postings; e-mail and/or electronic communications; facsimiles; or any other
medium capable of conveying the Manual’s contents.
“Marks” means the Brand and all other business names, copyrights, designs, distinguishing characteristics,
domain names, emblems, insignia, logos, slogans, service marks, symbols, trademarks, trade dress and
trade names (whether registered or unregistered) used in the System.
“Monthly Fees” means, collectively, [INSERT FOR HFS: the Monthly Food and Beverage Fee; the Monthly
Program Fee and the Monthly Royalty Fee.
[INSERT FOR HFS: “Monthly Food and Beverage Fee” means the fee we require from you in Subsection
8.1, which is set forth in the Addendum.
“Monthly Program Fee” means the fee we require from you in Subsection 8.1, which is set forth in the
Addendum.
“Monthly Royalty Fee” means the fee we require from you in Subsection 8.1, which is set forth in the
Addendum.
“Network” means the hotels, inns, conference centers, timeshare properties and other operations that
Hilton Worldwide and its subsidiaries own, license, lease, operate or manage now or in the future.
“Network Hotel” means any hotel, inn, conference center, timeshare property or other similar facility within
the Network.
“Opening Date” means the day on which we first authorize the opening of the facilities, Guest Rooms or
services of the Hotel to the general public under the Brand.
{018316-002419 00290079.DOCX; 1} 8 BRAND STATE CITY QUALIFIER FACILITY ID TYPE
“Operational Information” means all information concerning the Monthly Fees, other revenues generated
at the Hotel, room occupancy rates, reservation data and other financial and non-financial information we
require.
“Other Business(es)” means any business activity we or our Affiliates engage in, other than the licensing
of the Hotel.
“Other Hotels” means any hotel, inn, lodging facility, conference center or other similar business, other
than a System Hotel or a Network Hotel.
[INSERT FOR PE, RU, EY: “Package” means any specific grouping or selection of furniture, furnishings,
fixtures, equipment, amenities, services and/or other supplies that we designate, which must be acquired
together as one package, installed, and used at the Hotel.
“Permitted Transfer” means any Transfer by you or your Equity Owners that does not result in a change
of Control of you, the Hotel, or the Hotel Site, as specified in Section 12.2 of this Agreement.
“Person(s)” means a natural person or entity.
“Personal Information” means any information that: (i) can be used (alone or when used in combination
with other information within your control) to identify, locate or contact an individual; or (ii) pertains in any
way to an identified or identifiable individual. Personal Information can be in any media or format, including
computerized or electronic records as well as paper-based files.
“PIP” means property improvement plan.
“PIP Fee” means the fee we charge for creating a PIP.
“Plans” means your plans, layouts, specifications, and drawings for the Hotel that use and incorporate the
Standards.
“Principal Mark” is the Mark identified as the Principal Mark in the Addendum.
“Privacy Laws” means any international, national, federal, provincial, state, or local law, code, rule or
regulation that regulates the processing of Personal Information in any way, including data protection laws,
laws regulating marketing communications and/or electronic communications, information security
regulations and security breach notification rules.
“Proprietary Information” means all information or materials concerning the methods, techniques, plans,
specifications, procedures, data, systems and knowledge of and experience in the development, operation,
marketing and licensing of the System, including the Standards and the Manuals, whether developed by
us, you, or a third party.
“Publicly Traded Equity Interest” means any Equity Interest that is traded on any securities exchange or
is quoted in any publication or electronic reporting service maintained by the National Association of
Securities Dealers, Inc., or any of its successors.
“Renovation Commencement Date” means the date set out in the Addendum, if applicable, by which you
must commence Renovation Work.
“Renovation Work” means the renovation and/or construction work, as the context requires, including
purchasing and/or leasing and installation of all [INSERT FOR PE, RU, EY: Packages,] fixtures, equipment,
furnishings, furniture, signs, computer terminals and related equipment, supplies and other items that would
be required of a new System Hotel under the Manual, and any other [INSERT FOR PE, RU, EY: Packages,]
{018316-002419 00290079.DOCX; 1} 9 BRAND STATE CITY QUALIFIER FACILITY ID TYPE
equipment, furnishings and supplies that we may require for you to operate the Hotel as set out in any PIP
applicable to the Hotel.
“Renovation Work Completion Date” means any date set out in the Addendum by which you must
complete Renovation Work.
“Reports” mean daily, monthly, quarterly and annual operating statements, profit and loss statements,
balance sheets, and other financial and non-financial reports we require.
“Reservation Service” means the reservation service we designate in the Standards for use by System
Hotels.
[INCLUDE ONLY IF RESTRICTED AREA PROVISION GRANTED: “Restricted Area Provision” has the
meaning set forth in the Addendum.]
“Room Addition Fee” means a sum equal to the then-current Room Addition Fee charged for new System
Hotels multiplied by the number of Additional Guest Rooms you wish to add to the Hotel in accordance with
Subsection 6.6.3.
“Sanctioned Person” means any person, entity, or Government, including those with Control over such
persons or entities, or acting on behalf of such persons or entity, who is subject to Trade Restrictions that
prohibit or restrict the Parties’ performance of the Parties’ obligations under this Agreement.
“Securities” means any public offering, private placement or other sale of securities in you, the Hotel or the
Hotel Site.
“Site” means domain names, the World Wide Web, the Internet, computer network/distribution systems, or
other electronic communications sites, including mobile applications.
“Standards” means all standards, specifications, requirements, criteria, and policies that have been and
are in the future developed and compiled by us for use by you in connection with the design, construction,
renovation, refurbishment, appearance, equipping, furnishing, supplying, opening, operating, maintaining,
marketing, services, service levels, quality, and quality assurance of System Hotels, including the Hotel,
and for hotel advertising and accounting, whether contained in the Manual or set out in this Agreement or
other written communication. The Standards do not include any personnel policies or procedures that we
may, at our option, make available to you. You may, in your sole judgment, determine to what extent, if
any, any such personnel policies or procedures might apply to the Hotel or Hotel Site.
“System” means the elements, including know-how, that we designate to distinguish hotels operating
worldwide under the Brand (as may in certain jurisdictions be preceded or followed by a supplementary
identifier such as “by Hilton”) that provide to the consuming public a similar, distinctive, high-quality hotel
service. The System currently includes: the Brand, the Marks, the Trade Name, and the Standards; access
to a reservation service; advertising, publicity and other marketing programs and materials; training
programs and materials; and programs for our inspection of the Hotel and consulting with you.
“System Hotels” means hotels operating under the System using the Brand name and the Standards.
[DELETE FOR OL, PE, PO, UAB, EY: “System’s Average Monthly Royalty Fees” means the average
Monthly Royalty Fees per Guest Room owed to us by all System Hotels in operation in the United States
over the twelve (12) full calendar month period immediately preceding the month of termination (the
“System’s Average Measurement Period”), multiplied by the number of approved Guest Rooms at the
Hotel. Any temporary financial accommodations (including but not limited to any Monthly Fee discounts,
fee ramps, or fee waivers) are excluded from the calculation of System’s Average Monthly Royalty Fees.
For the avoidance of doubt, any System Hotel that has not been in operation for at least twelve (12) full
calendar months immediately preceding the month of termination is not included in determining the
System’s Average Monthly Royalty Fees.
{018316-002419 00290079.DOCX; 1} 10 BRAND STATE CITY QUALIFIER FACILITY ID TYPE
In calculating the System’s Average Monthly Royalty Fees, if a Business Interruption occurred at any
System Hotel(s) during the System’s Average Measurement Period, then for such System Hotel(s) the
calendar month(s) in which the Business Interruption(s) occurred will be removed from the System’s
Average Measurement Period, and the System’s Average Measurement Period for such System Hotel(s)
will be extended earlier in time by one full calendar month for every whole or partial calendar month in which
the Business Interruption(s) occurred. If the application of this provision would lead to the System’s
Average Measurement Period for any System Hotel(s) being reduced to less than twelve (12) full calendar
months, then the applicable System Hotel(s) will not be included in determining the System’s Average
Monthly Royalty Fees.
“Term” has the meaning set forth in Section 3.0.
[INSERT FOR OL: “Termination Fee” has the meaning set forth in Subsection 13.4]
“Trade Name” means the name of the Hotel set forth in the Addendum.
“Trade Restrictions” means trade, economic or investment sanctions, export controls, anti-terrorism, non-
proliferation, anti-money laundering and similar restrictions in force pursuant to laws, rules and regulations
imposed under Laws to which the Parties are subject.
“Transfer” means in all its forms, any sale, lease, assignment, spin-off, transfer, or other conveyance of a
direct or indirect legal or beneficial interest.
“Transferee” means the proposed new franchisee resulting from a Transfer.
“Your Hotel Agreements” means any other agreement between you, or any of your Affiliates, and us, or
any of our Affiliates, related to this Agreement, the Hotel and/or the Hotel Site.
[INSERT FOR OL, QQ, UP: “Your Marks” means any brand names, business names, copyrights, service
marks, trademarks or trade names (whether registered or unregistered) developed or owned by you or your
Affiliates, or licensed to you or your Affiliates by a third party other than us or our Affiliates, that are used
as part of the Trade Name. [OR OPTIONAL INSERT FOR OL, QQ, UP TO IDENTIFY SPECIFIC OWNER
MARK: Your Marks includes [____________].]
2.0 GRANT OF LICENSE
2.1 Non-Exclusive License. We grant to you and you accept a limited, non-exclusive
License to use the Marks and the System during the Term at, and in connection with, the operation of the
Hotel in accordance with the terms of this Agreement. [INSERT ONLY FOR CV DEALS: Provided,
however, that 1) your right to operate the Hotel under the Brand will not become effective until after any
existing third-party franchise, management or similar agreement for the Hotel has terminated or expired;
and 2) you are solely responsible for ensuring that any existing third-party franchise, management or similar
agreement has terminated or expired on or before the Opening Date.]
2.2 Reserved Rights.
2.2.1 This Agreement does not limit our right, or the right of our Affiliates, to own, license
or operate any Other Business of any nature, whether in the lodging or hospitality industry or not, and
whether under the Brand, a Competing Brand, or otherwise. We and our Affiliates have the right to engage
in any Other Businesses, even if they compete with the Hotel, the System, or the Brand, and whether we
or our Affiliates start those businesses, or purchase, merge with, acquire, are acquired by, come under
common ownership with, or associate with, such Other Businesses.
2.2.2 We may also:
{018316-002419 00290079.DOCX; 1} 11 BRAND STATE CITY QUALIFIER FACILITY ID TYPE
2.2.2.1 add, alter, delete or otherwise modify elements of the System;
2.2.2.2 use or license to others all or part of the System;
2.2.2.3 use the facilities, programs, services and/or personnel used in
connection with the System in Other Businesses; and
2.2.2.4 use the System, the Brand and the Marks in the Other Businesses.
2.2.3 You acknowledge and agree that you have no rights to, and will not make any
claims or demands for, damages or other relief arising from or related to any of the foregoing activities, and
you acknowledge and agree that such activities will not give rise to any liability on our part, including liability
for claims for unfair competition, breach of contract, breach of any applicable implied covenant of good faith
and fair dealing, or divided loyalty.
[INCLUDE ONLY IF RESTRICTED AREA PROVIDED:
2.3 Restricted Area Provision. The Restricted Area Provision is set forth in the Addendum.]
3.0 TERM
The Term shall begin on the Effective Date and will end, without further notice, on the Expiration Date set
forth in the Addendum, unless terminated earlier under the terms of this Agreement. You acknowledge and
agree that this Agreement is non-renewable and that this Agreement confers on you absolutely no rights of
license renewal or extension whatsoever following the Expiration Date.
4.0 OUR RESPONSIBILITIES
We have the following responsibilities to you under this Agreement. We reserve the right to fulfill some or
all of these responsibilities through one of our Affiliates or through unrelated third parties, in our sole
business judgment. We may require you to make payment for any resulting services or products directly
to the provider.
4.1 Training. We may specify certain required and optional training programs and provide these
programs at various locations. We may charge you for required training services and materials and for
optional training services and materials we provide to you. You are responsible for selecting the personnel
to attend such training programs. You are also responsible for all travel, lodging and other expenses you
or your employees (or your Management Company’s personnel) incur in connection with attending these
programs.
4.2 Reservation Service. We will furnish you with the Reservation Service. The Reservation
Service will be furnished to you on the same basis as it is furnished to other System Hotels, subject to the
provisions of Subsection 13 below.
4.3 Consultation. We may offer consultation services and advice in areas such as operations,
facilities, and marketing, but you will always remain responsible for hiring your employees and the terms
and conditions of their employment. We may establish fees in advance, or on a project-by-project basis, for
any consultation service or advice you request.
4.4 Marketing.
4.4.1 We will publish (either in hard copy or electronic form) and make available to the
traveling public a directory that includes System Hotels. We will include the Hotel in advertising of System
Hotels and in international, national and regional marketing programs in accordance with our general
practice for System Hotels.
{018316-002419 00290079.DOCX; 1} 12 BRAND STATE CITY QUALIFIER FACILITY ID TYPE
4.4.2 We will use your Monthly Program Fee to pay for various programs to benefit the
System, including:
4.4.2.1 advertising, promotion, publicity, public relations, market research, and
other marketing programs;
4.4.2.2 developing and maintaining directories of and Internet sites for System
Hotels;
4.4.2.3 developing and maintaining the Reservation Service systems and
support; and
4.4.2.4 administrative costs and overhead related to the administration or
direction of these projects and programs.
4.4.3 We will have the sole right to determine how and when we spend these funds,
including sole control over the creative concepts, materials and media used in the programs, the placement
and allocation of advertising, and the selection of promotional programs.
4.4.4 We may enter into arrangements for development, marketing, operations,
administrative, technical and support functions, facilities, programs, and/or other services with any other
entity, including any of our Affiliates or third parties.
4.4.5 You acknowledge that Monthly Program Fees are intended for the benefit of the
System and will not simply be used to promote or benefit any one System Hotel or market. We will have
no obligation in administering any activities paid for with the Monthly Program Fee to make expenditures
for you that are equivalent or proportionate to your payments or to ensure that the Hotel benefits directly or
proportionately from such expenditures.
4.4.6 We may create any programs and allocate monies derived from Monthly Program
Fees to any regions or localities, as we consider appropriate in our sole business judgment. The aggregate
of Monthly Program Fees paid to us by System Hotels does not constitute a trust or “advertising fund” and
we are not a fiduciary with respect to the Monthly Program Fees paid by you and other System Hotels.
4.4.7 We are not obligated to expend funds in excess of the amounts received from
System Hotels. If any interest is earned on unused Monthly Program Fees, we will use the interest before
using the principal. The Monthly Program Fee does not cover your costs of participating in any optional
marketing programs and promotions offered by us in which you voluntarily choose to participate. These
Monthly Program Fees do not cover the cost of operating the Hotel in accordance with the Standards.
4.5 Inspections/Compliance Assistance. We will administer a quality assurance program for
the System that may include conducting pre-opening and periodic inspections of the Hotel and guest
satisfaction surveys and audits to ensure compliance with the Standards. You will permit us to inspect the
Hotel without prior notice to you to determine if the Hotel is in compliance with the Standards. You will
cooperate with our representatives during these inspections. You will then take all steps necessary to
correct any deficiencies within the times we establish. We may charge you quality assurance program fees
and charges as set forth in the Standards. You will provide complimentary accommodations for the quality
assurance auditor each time we conduct an on-site quality assurance inspection, evaluation, or re-
evaluation, or to verify that deficiencies noted in a quality assurance evaluation report or PIP have been
corrected or completed by the required dates. Audits conducted under our quality assurance program will
not include review or approval of your (or your Management Company’s) personnel policies or procedures.
4.6 Manual. We will issue to you or make available in electronic form the Manual and any
revisions and updates we may make to the Manual during the Term. You agree to ensure that your copy
of the Manual is, at all times, current and up to date. If there is any dispute as to your compliance with the
provisions of the Manual, the master copy of the Manual maintained at our principal office will control.
{018316-002419 00290079.DOCX; 1} 13 BRAND STATE CITY QUALIFIER FACILITY ID TYPE
4.7 Equipment and Supplies. We will make available to you for use in the Hotel various
purchase, lease, or other arrangements for exterior signs, operating equipment, operating supplies,
[INSERT FOR PE, RU, EY: Packages] and furnishings, which we make available to other System Hotels.
5.0 YOUR RESPONSIBILITIES
5.1 Operational and Other Requirements. You must:
5.1.1 operate the Hotel twenty-four (24) hours a day after the Opening Date;
5.1.2 operate the Hotel using the System, in compliance with this Agreement and the
Standards, and in such a manner to provide courteous, uniform, respectable and high quality lodging and
other services and conveniences to the public. You acknowledge and agree that: (a) you have exclusive
day-to-day control of the business and operation of the Hotel (including hiring your employees and the
terms and conditions of their employment); (b) although we provide the Standards, we do not in any way
possess or exercise day-to-day control of the business and operation of the Hotel; (c) we do not dictate nor
control labor or employment matters for you or your employees, nor do we reserve any right or authority to
do so; and (d) we are not responsible for the safety and security of your employees or guests;
5.1.3 comply with the Standards, including our specifications for all supplies, products
and services. We may require you to purchase a particular brand of product or service to maintain the
common identity and reputation of the Brand, and you will comply with such requirements. Unless we
specify otherwise, you may purchase products from any authorized source of distribution; however, we
reserve the right, in our business judgment, to enter into exclusive purchasing arrangements for particular
products or services and to require that you purchase products or services from approved suppliers or
distributors;
5.1.4 install, display, and maintain signage displaying or containing the Brand name and
other distinguishing characteristics in accordance with Standards we establish for System Hotels;
5.1.5 comply with our Standards for the training of personnel involved in the operation
of the Hotel, including completion by your (or your Management Company’s) key personnel of the Hotel of
a training program for operation of the Hotel under the System, at locations we designate. You will pay us
all fees and charges, if any, we require for your personnel to attend these training programs. You are
responsible for selecting the personnel to attend such training programs. You are also responsible for all
travel, lodging and other expenses you or your employees (or your Management Company’s personnel)
incur in connection with attending these programs. You acknowledge and agree that when we provide
training, we provide the training content that we deem necessary and appropriate for the business functions
of the Hotel so that it may operate in accordance with our Standards; and we do not direct or supervise
your personnel, or have, retain, or exercise any control over your (or your Management Company’s)
personnel or personnel policies or procedures in any manner;
5.1.6 purchase and maintain property management, revenue management, in-room
entertainment, telecommunications, high-speed internet access, and other computer and technology
systems that we designate for the System or any portion of the System based on our assessment of the
long-term best interests of System Hotels, considering the interest of the System as a whole;
5.1.7 advertise and promote the Hotel and related facilities and services on a local and
regional basis in a first-class, dignified manner, using our identity and graphics Standards for all System
Hotels, at your cost and expense. You must submit to us for our approval samples of all advertising and
promotional materials that we have not previously approved (including any materials in digital, electronic or
computerized form or in any form of media that exists now or is developed in the future) before you produce
or distribute them. You will not begin using the materials until we approve them. You must immediately
discontinue your use of any advertising or promotional material we disapprove, even if we previously
approved the materials;
{018316-002419 00290079.DOCX; 1} 14 BRAND STATE CITY QUALIFIER FACILITY ID TYPE
5.1.8 participate in and pay all charges in connection with all required System guest
complaint resolution programs, which programs may include chargebacks to the Hotel for guest refunds or
credits and all required System quality assurance programs, such as guest comment cards, customer
surveys and mystery shopper programs. You must maintain minimum performance Standards and scores
for quality assurance programs we establish;
5.1.9 honor all nationally recognized credit cards and credit vouchers issued for general
credit purposes that we require and enter into all necessary credit card and voucher agreements with the
issuers of such cards or vouchers;
5.1.10 participate in and use the Reservation Service, including any additions,
enhancements, supplements or variants we develop or adopt, and honor and give first priority on available
rooms to all confirmed reservations referred to the Hotel through the Reservation Service. The only
reservation service or system you may use for outgoing reservations referred by or from the Hotel to other
Network Hotels will be the Reservation Service or other reservation services we designate;
5.1.11 comply with Laws and, on request, give evidence to us of compliance;
5.1.12 participate in, and promptly pay all fees, commissions and charges associated
with, all travel agent commission programs and third-party reservation and distribution services (such as
airline reservation systems), all as required by the Standards and in accordance with the terms of these
programs, all of which may be modified;
5.1.13 not engage, directly or indirectly, in any cross-marketing or cross-promotion of the
Hotel with any Other Hotel or related business, without our prior written consent. You agree to refer guests
and customers, wherever reasonably possible, only to System Hotels or Network Hotels. We may require
you to participate in programs designed to refer prospective customers to Other Hotels. You must display
all material, including brochures and promotional material we provide for System Hotels and Network
Hotels, and allow advertising and promotion only of System Hotels and Network Hotels on the Hotel Site,
unless we specifically direct you to include advertising or promotion of Other Hotels;
5.1.14 treat as confidential the Standards, the Manual and all other Proprietary
Information. You acknowledge and agree that you do not acquire any interest in the Proprietary Information
other than the right to utilize the same in the development and operation of the Hotel under the terms of
this Agreement. You agree that you will not use the Proprietary Information in any business or for any
purpose other than in the development and operation of the Hotel under the System and will maintain the
absolute confidentiality of the Proprietary Information during and after the Term. You will not make
unauthorized copies of any portion of the Proprietary Information; and will adopt and implement all
procedures we may periodically establish in our business judgment to prevent unauthorized use or
disclosure of the Proprietary Information;
5.1.15 own fee simple title (or long-term ground leasehold interest for a term equal to the
Term) to the real property and improvements that comprise the Hotel and the Hotel Site, or alternatively, at
our request, cause the fee simple owner, or other third party acceptable to us, to provide its guaranty
covering all of your obligations under this Agreement in form and substance acceptable to us;
5.1.16 maintain legal possession and control of the Hotel and Hotel Site for the Term and
promptly deliver to us a copy of any notice of default you receive from any mortgagee, trustee under any
deed of trust, or ground lessor for the Hotel, and on our request, provide any additional information we may
request related to any alleged default;
5.1.17 not directly or indirectly conduct, or permit by lease, concession arrangement or
otherwise, gaming or casino operations in or connected to the Hotel or on the Hotel Site, or otherwise
engage in any activity which, in our business judgment, is likely to adversely reflect upon or affect in any
manner, any gaming licenses or permits held by us or our Affiliates, or the then-current stature of us or any
{018316-002419 00290079.DOCX; 1} 15 BRAND STATE CITY QUALIFIER FACILITY ID TYPE
of our Affiliates with any gaming commission, board, or similar governmental or regulatory agency, or the
reputation or business of us or any of our Affiliates;
5.1.18 not directly or indirectly conduct or permit the marketing or sale of timeshares,
vacation ownership, fractional ownership, condominiums or like schemes at, or adjacent to, the Hotel. This
restriction will not prohibit you from directly or indirectly conducting timeshare, vacation ownership,
fractional ownership, or condominium sales or marketing at and for any property located adjacent to the
Hotel that is owned or leased by you so long as you do not use any of the Marks in such sales or marketing
efforts and you do not use the Hotel or its facilities in such sales and marketing efforts or in the business
operations of the adjacent property;
5.1.19 participate in and pay all charges related to our marketing programs (in addition to
programs covered by the Monthly Program Fee), all loyalty or frequent guest programs we require, and any
optional programs that you opt into;
5.1.20 honor the terms of any discount or promotional programs (including any loyalty or
frequent guest program) that we offer to the public on your behalf, any room rate quoted to any guest at the
time the guest makes an advance reservation, and any award certificates issued to Hotel guests
participating in these programs;
5.1.21 after the Effective Date, maintain, at your expense, insurance of the types and in
the minimum amounts we specify in the Standards. All such insurance must be with insurers having the
minimum ratings we specify, name as additional insureds the parties we specify in the Standards, and carry
the endorsements and notice requirements we specify in the Standards. If you fail or neglect to obtain or
maintain the insurance or policy limits required by this Agreement or the Standards, we have the option,
but not the obligation, to obtain and maintain such insurance without notice to you, and you will immediately
on our demand pay us the premiums and cost we incur in obtaining this insurance;
5.1.22 not share the business operations and Hotel facilities with any Other Hotel or other
business or use them for any purpose other than operating a System Hotel;
5.1.23 provide to us information we reasonably request about any proposed lease or
sublease of commercial space, or other concession arrangements, in the Hotel in the ordinary course of
business, so that we may review and approve the nature of the proposed business, including the proposed
brand and concept, in compliance with our then-current Standards for System Hotels;
5.1.24 promptly provide to us all information we reasonably request about you and your
Affiliates (including your respective beneficial owners, officers, directors, shareholders, partners or
members) and/or the Hotel, title to the property on which the Hotel is constructed and any other property
used by the Hotel;
5.1.25 not engage in any tenant-in-common syndication or Transfer of any tenant-in-
common interest in the Hotel or the Hotel Site;
5.1.26 not, and ensure that your Equity Owners with controlling Equity Interests, Affiliates,
employees, and Management Company do not, engage in any conduct which we reasonably determine is
likely to adversely reflect upon or affect in any manner the reputation, goodwill, or business of the Hotel,
the System, us and/or any of our Affiliates;
5.1.27 obtain our approval to charge any Mandatory Guest Fees at the Hotel in
accordance with the Standards and subject to our requirements for granting such approval; and
5.1.28 not become a Competitor, or permit your Affiliate to become a Competitor, in the
[INSERT FOR OL: luxury [INSERT FOR PY, ES, HFS, QQ: upper upscale [INSERT FOR DT, HGI, HWS,
PO, UP: upscale [INSERT FOR HAM, HIS, H2, UAB: upper midscale [INSERT FOR RU, EY: midscale ]
{018316-002419 00290079.DOCX; 1} 16 BRAND STATE CITY QUALIFIER FACILITY ID TYPE
[INSERT FOR PE: economy] hotel market segment, or any substantially equivalent market segment, as
determined by STR, LLC and its affiliates (collectively “STR”) (or, if STR is no longer in existence, STR’s
successor or other such industry resource that is as equally as reputable as STR). [FOR OL, QQ, UP,
REPLACE “.” WITH: ; and ]
5.1.29 [INSERT FOR OL, QQ, UP: not, and ensure that your Affiliates do not, allow any
Competitor to use Your Marks without our prior written approval.]
5.2 Room Rates and Pricing. Subject to Section 5.1, you are responsible for setting your own
rates for guest rooms and prices for any other products or services offered at, from, or in connection with
the Hotel. However, we may: (a) proscribe certain types of charges or billing practices; (b) establish
maximum rates and prices for marketing and promotions as permitted by Laws; (c) require that the rates
and prices you advertise through certain distribution channels be the same as or better than the rates and
prices you advertise through other distribution channels; (d) require you to participate in certain revenue or
inventory management programs that we provide; and/or (e) impose other pricing requirements as required
or permitted by Laws. In addition, we may suggest room rates and pricing policies to the extent permitted
by Laws but have no obligation to do so. We do not represent or warrant that any rates or pricing policies
that we suggest will produce, increase, optimize, or otherwise affect your Hotel’s revenue and we have no
liability in connection with such suggestions.
6.0 HOTEL WORK
6.1 Necessary Consents.
6.1.1 You must obtain our prior written consent before retaining or engaging any
architect, interior designer, general contractor and major subcontractors for the Hotel, which consent will
not be unreasonably withheld.
6.1.2 Plans and Designs must be submitted to us in accordance with the schedule
specified in the Addendum, or any PIP attached to this Agreement.
6.1.3 You shall not commence any Hotel Work unless and until we have issued our
written consent in respect of the Plans and Designs, which consent will not be unreasonably withheld.
6.1.4 Before we approve your Plans, your architect or other certified professional must
certify to us that the Plans comply with all Laws related to accessibility/accommodations/facilities for those
with disabilities. You are solely responsible for ensuring that the Plans and Designs (including Plans and
Designs for Hotel Work) comply with our then-current Standards, the Manual, [INSERT FOR PE, RU, EY:
our Package requirements, and all Laws.
6.1.5 Once we have provided our consent to the Plans and Designs, no change may be
made to the Plans or Designs without our prior written consent. By consenting to the Plans and Designs,
or any changes or modifications to the Plans and Designs, we do not warrant the depth of our analysis or
assume any responsibility or liability for the suitability of the Plans and Designs or the resulting Hotel Work.
6.2 Initial Hotel Work. You will perform or cause the Hotel Work to be performed in accordance
with this Agreement, the approved Plans and Designs, [INSERT FOR PE, RU, EY: the approved Package,
the Manual, and any PIP attached to this Agreement. You will bear the entire cost of the Hotel Work,
including the cost of the Plans and Designs, professional fees, licenses, permits, [INSERT FOR PE, RU,
EY: Packages, equipment, furniture, furnishings and supplies. You are solely responsible for obtaining all
necessary licenses, permits and zoning variances required for the Hotel Work, and for ensuring that all
Hotel Work complies with the Standards, the Manual, any PIP, and all Laws.
{018316-002419 00290079.DOCX; 1} 17 BRAND STATE CITY QUALIFIER FACILITY ID TYPE
6.3 Commencement and Completion of the Hotel Work.
6.3.1 You will commence the Hotel Work on or before the Construction Commencement
Date or Renovation Commencement Date specified in the Addendum or any PIP. You must promptly
provide to us evidence satisfactory to us that the Construction Work or Renovation Work has commenced.
Once commenced, the Hotel Work will continue uninterrupted except to the extent continuation is prevented
by events of Force Majeure. You must give written notice to us specifying the nature and duration of any
event of Force Majeure promptly after becoming aware of the event of Force Majeure, and specifying that
you have used, and continue to use, reasonable endeavours to mitigate the effects of such event of Force
Majeure until such event of Force Majeure ceases to exist.
6.3.2 The Hotel Work must be completed, and the Hotel must be furnished, equipped,
and otherwise made ready to open in accordance with the terms of this Agreement no later than the
Construction Work Completion Date or Renovation Work Completion Date specified in the Addendum or
any PIP, as the applicable date may be extended.
6.3.3 [SELECT FOR ND/CV AND PRE-OPENING COO: Despite your obligation to
commence and complete Hotel Work by the agreed deadlines, we agree that the Construction
Commencement Date, Renovation Commencement Date, Construction Work Completion Date, or
Renovation Work Completion Date specified in the Addendum or any PIP will be automatically extended
by thirty (30) days on a rolling basis, unless we provide at least sixty (60) days’ notice to you that these
automatic extensions of the applicable deadline no longer apply. You must obtain our approval for any
further extension of the applicable deadline after receipt of our notice. We may, in our sole discretion, grant
or deny approval, or condition our approval of your extension request on (a) your payment of our then-
current extension fee; (b) your prompt submission of a written status of the project, including such
information as we might reasonably request; and/or (c) any other conditions we consider appropriate under
the circumstances.] [SELECT FOR POST-OPENING COO AND RL: You may request an extension of the
Renovation Commencement Date or the Renovation Work Completion Date specified in the Addendum or
any PIP by submitting a request for our approval before the applicable deadline, describing the status of
the project and the reason for the requested extension, and paying our then-current extension fee. We may,
in our sole discretion, grant or deny approval, or condition our approval of your extension request on (a) your
payment of our then-current extension fee; (b) your prompt submission of a written status of the project,
including such information as we might reasonably request; and/or (c) any other conditions we consider
appropriate under the circumstances.]
6.4 Opening the Hotel.
6.4.1 If the Hotel is not open under the Brand on the Effective Date, you will open the
Hotel on the Opening Date. You will not open the Hotel unless and until you receive our written consent to
do so pursuant to Subsection 6.4.2 or 6.4.3.
6.4.2 You will give us at least fifteen (15) days advance notice that you have complied
with all the terms and conditions of this Agreement and the Hotel is ready to open. We will use reasonable
efforts within fifteen (15) days after we receive your notice to visit the Hotel and to conduct other
investigations as we deem necessary to determine whether to authorize the opening of the Hotel, but we
will not be liable for delays or loss occasioned by our inability to complete our investigation and to make
this determination within the fifteen (15) day period. If you fail to pass our initial opening site visit, we may,
in our sole business judgment, charge you reasonable fees associated with any additional visits.
6.4.3 We shall be entitled to withhold our consent to the opening of the Hotel until:
6.4.3.1 your architect, general contractor or other certified professional
provides us with a certificate stating that the as-built premises comply with all Laws relating to
accessibility/accommodations/facilities for those with disabilities;
{018316-002419 00290079.DOCX; 1} 18 BRAND STATE CITY QUALIFIER FACILITY ID TYPE
6.4.3.2 you have complied with all the terms and conditions in this Agreement;
6.4.3.3 your staff has received adequate training and instruction in the manner
we require;
6.4.3.4 you have received authorization to open the Hotel from the relevant
governmental authority for the jurisdiction in which the Hotel is located, if applicable; and
6.4.3.5 all fees and charges you owe to us or our Affiliates have been paid.
6.4.4 Opening the Hotel before the Opening Date is a material breach of this Agreement.
6.4.4.1 You will pay us Liquidated Damages in the amount of Five Thousand
Dollars ($5,000) per day if you open the Hotel before the Opening Date to compensate us for the damage
caused by such breach. You must also reimburse us for all of our costs and expenses, including legal fees,
incurred in enforcing our rights under this Agreement.
6.4.4.2 These Liquidated Damages for damage to our Marks shall not limit or
exclude any other remedies we may have at law or in equity. You acknowledge and agree that the
Liquidated Damages payable under this Subsection represent a reasonable estimate of the minimum just
and fair compensation for the damages we will suffer as the result of the opening of the Hotel before the
Opening Date in material breach of this Agreement.
6.5 Performance of Agreement. You must satisfy all of the terms and conditions of this
Agreement, and equip, supply, and otherwise make the Hotel ready to open under our Standards. As a
result of your efforts to comply with the terms and conditions of this Agreement, you will incur significant
expense and expend substantial time and effort. You acknowledge and agree that we will have no liability
or obligation to you for any losses, obligations, liabilities or expenses you incur if we do not authorize the
Hotel to open or if we terminate this Agreement because you have not complied with the terms and
conditions of this Agreement.
6.6 Hotel Refurbishment and Room Addition.
6.6.1 We may periodically require you to modernize, rehabilitate and/or upgrade the
Hotel’s [INSERT FOR PE, RU, EY: Package, fixtures, equipment, furnishings, furniture, signs, computer
hardware and software and related equipment, supplies and other items to meet the then-current
Standards. You will make these changes at your sole cost and expense and in the time frame we require.
6.6.2 You may not make any significant changes (including major changes in structure,
design or décor) in the Hotel. [INSERT FOR PE, RU, EY: As long as they do not change or affect Package
requirements, [m/M]inor redecoration and minor structural changes that comply with our Standards will not
be considered significant.
6.6.3 You may not make any change in the number of approved Guest Rooms in the
Addendum without our prior consent. If you wish to add additional Guest Rooms to the Hotel after the
Opening Date, you must submit an application to obtain our consent, pay our then-current Room Addition
Fee, and execute an amendment to this Agreement in the form required by us. As a condition to our granting
approval of your application, we may require you to modernize, rehabilitate or upgrade the Hotel in
accordance with Subsection 6.6.1 of this Agreement, and to pay us our then-current PIP Fee to prepare a
PIP to determine the renovation requirements for the Hotel.
7.0 MANAGEMENT OF THE HOTEL
7.1 You are solely responsible for the management of the Hotel’s business, including
(but not limited to) staffing the Hotel so that it can operate in accordance with the Standards. You will provide
qualified and experienced management (“Management Company”) [IF APPLICABLE: at least six (6)
{018316-002419 00290079.DOCX; 1} 19 BRAND STATE CITY QUALIFIER FACILITY ID TYPE
months before the Opening Date]. Your Management Company must be approved by us in writing. We
have the right to communicate directly with the Management Company and managers at the Hotel regarding
the Hotel’s operations and compliance with the Standards and/or this Agreement. We may rely on the
communications of such managers or Management Company as being on your behalf. Any Management
Company and its employees must have the authority to perform all of your obligations under this
Agreement. The engagement of a Management Company does not reduce your obligations under this
Agreement. In the case of any conflict between this Agreement and any agreement with the Management
Company, this Agreement prevails.
7.2 You represent and agree that you have not, and will not, enter into any lease, management
agreement or other similar arrangement for the operation of the Hotel or any part of the Hotel without our
prior written consent. To be approved by us as the operator of the Hotel, you, or any proposed Management
Company, must be qualified to manage the Hotel. We may refuse to approve you or any proposed
Management Company that is a Competitor or which, in our business judgment, is inexperienced, or
unqualified in managerial skills or operating capability, or is unable or unwilling to adhere fully to your
obligations under this Agreement.
7.3 If your approved Management Company becomes a Competitor, resigns or is terminated by
you, or otherwise becomes unsuitable or unqualified, in our sole business judgment, to manage the Hotel
during the Term, you will have ninety (90) days to retain a substitute Management Company that is
acceptable to us.
8.0 PAYMENT OF FEES
8.1 Monthly Fees. Beginning on the Opening Date, you will pay to us for each month
(or part of a month, including the final month you operate under this Agreement) the Monthly Fees, each of
which is set forth in the Addendum.
8.2 Calculation and Payment of Fees.
8.2.1 The Monthly Fees will be calculated in accordance with the accounting methods
of the then-current Uniform System of Accounts for the Lodging Industry, or as specified by us in the
Manual.
8.2.2 The Monthly Fees will be paid to us at the place and in the manner we designate
on or before the fifteenth (15
th
) day of each month and will be accompanied by our standard schedule
setting forth in reasonable detail the computation of the Monthly Fees for such month.
8.2.3 We may require you to transmit the Monthly Fees and all other payments required
under this Agreement by wire transfer or other form of electronic funds transfer and to provide the standard
schedule in electronic form. You must bear all costs of wire transfer or other form of electronic funds transfer
or other electronic payment and reporting.
8.2.4 In the event of fire or other insured casualty that results in a reduction of Gross
Rooms Revenue [INSERT ONLY FOR HFS: and Gross Food and Beverage Revenue], you will determine
and pay us, from the proceeds of any business interruption or other insurance applicable to loss of
revenues, an amount equal to the forecasted Monthly Fees, based on the Gross Rooms Revenue [INSERT
ONLY FOR HFS: and Gross Food and Beverage Revenue] amounts agreed on between you and your
insurance company that would have been paid to us in the absence of such casualty.
8.2.5 [INSERT ONLY FOR HFS: If Hotel accommodations are bundled with food and
beverage arrangements or other services when charged to the customer, you will make a good faith
reasonable allocation of the resulting revenue between Gross Rooms Revenue and Gross Food and
Beverage Revenue, consistent with the Uniform System of Accounts for the Lodging Industry.
{018316-002419 00290079.DOCX; 1} 20 BRAND STATE CITY QUALIFIER FACILITY ID TYPE
8.3 Other Fees. You will timely pay or fund all amounts due us or any of our Affiliates for any
invoices or for goods or services purchased by or provided to you or paid by us or any of our Affiliates on
your behalf.
8.4 Taxes. If a Gross Receipts Tax is imposed on us or any of our Affiliates based on payments
made by you related to this Agreement, then you must reimburse us or the affected Affiliates for such Gross
Receipts Tax to ensure that the amount we or our Affiliates retain, after paying the Gross Receipts Tax,
equals the net amount of the payments you are required to pay us or our Affiliates had such Gross Receipts
Tax not been imposed. You are not required to pay income taxes payable by us or any of our Affiliates as
a result of our net income relating to fees collected under this Agreement.
8.5 Application of Fees. We may apply any amounts received from you to any amounts due
under this Agreement.
8.6 Guaranty. If we send you a written notice that you are in default of this Agreement for your
failure to timely pay or fund all amounts due us or any of our Affiliates, then we may require, as an additional
condition of curing the default, that you cause a third party that is acceptable to us to provide a guaranty
covering all of your obligations under this Agreement in a form and substance that is acceptable to us.
8.7 Set-off. We may, without prior notice to you, set off any amounts due to us or any of our
Affiliates by you or any of your Affiliates against any amounts that we or our Affiliates owe to you or your
Affiliates, to the extent such amounts arise under this Agreement or any of Your Hotel Agreements, without
waiving any other rights and remedies we or any of our Affiliates may have available under this Agreement
or any of Your Hotel Agreements or otherwise.
9.0 PROPRIETARY RIGHTS
9.1 Our Proprietary Rights.
9.1.1 You will not contest, either directly or indirectly during or after the Term:
9.1.1.1 our (and/or any of our Affiliates’) ownership of, rights to and interest in
the System, Brand, Marks and any of their elements or components, including present and future
distinguishing characteristics and agree that neither you nor any design or construction professional
engaged by you may use our Standards, our Manual or your approved Plans and Designs for any hotel or
lodging project other than the Hotel;
9.1.1.2 our sole right to grant licenses to use all or any elements or
components of the System;
9.1.1.3 that we (and/or our Affiliates) are the owner of (or the licensee of, with
the right to sub-license) all right, title and interest in and to the Brand and the Marks used in any form and
in any design, alone or in any combination, together with the goodwill they symbolize; or
9.1.1.4 the validity or ownership of the Marks.
9.1.2 You acknowledge that these Marks have acquired a secondary meaning or
distinctiveness which indicates that the Hotel, Brand and System are operated by or with our approval. All
improvements and additions to, or associated with, the System, all Marks, and all goodwill arising from your
use of the System and the Marks, will inure to our benefit and become our property (or that of our applicable
Affiliates), even if you develop them. [SELECT FOR EY, PE, PO: You acknowledge that the following
Principal Mark owned by us (or which we have the right to use and sublicense) is still pending federal
registration as of the Effective Date:
{018316-002419 00290079.DOCX; 1} 21 BRAND STATE CITY QUALIFIER FACILITY ID TYPE
[SELECT FOR EY:
Mark Application Number Registration Number Registration Date
LIVSMART
STUDIOS BY
HILTON (word)
98109885 Pending Pending
[SELECT FOR PO:
Mark Application Number Registration Number Registration Date
TEMPO BY
HILTON
88728872 Pending Pending
[SELECT FOR PE:
Mark Application Number Registration Number Registration Date
SPARK BY
HILTON
97082445 Pending Pending
SPARK BY
HILTON (design)
97787737 Pending Pending
9.1.3 You agree not to directly or indirectly dilute the value of the goodwill attached to
the Marks, the Brand or the System. You will not apply for or obtain any trademark or service mark
registration of any of the Marks or any confusingly similar marks in your name or on behalf of or for the
benefit of anyone else. You acknowledge that you are not entitled to receive any payment or other value
from us or from any of our Affiliates for any goodwill associated with your use of the System or the Marks,
or any elements or components of the System.
9.2 Trade Name, Use of the Marks.
9.2.1 Trade Name.
9.2.1.1 The Hotel will be initially known by the Trade Name set forth in the
Addendum. We may change the Trade Name, the Brand name and/or any of the Marks (but not the Principal
Mark), or the way in which any of them (including the Principal Mark) are depicted, at any time at our sole
option and at your expense. You may not change the Trade Name without our specific prior written consent.
9.2.1.2 You acknowledge and agree that you are not acquiring the right to use
any business names, copyrights, designs, distinguishing characteristics, domain names, emblems, insignia,
logos, slogans, service marks, symbols, trademarks, trade dress, trade names or any other marks or
characteristics owned by us or licensed to us that we do not specifically designate to be used in the System.
9.3 Use of Trade Name and Marks. You will operate under the Marks, using the Trade Name,
at the Hotel. You will not adopt any other names or marks in operating the Hotel without our approval. You
will not, without our prior written consent, use any of the Marks, or the word “Hilton,” or other Network
trademarks, trade names or service marks, or any similar words or acronyms, in:
9.3.1 your corporate, partnership, business or trade name;
9.3.2 any Internet-related name (including a domain name);
{018316-002419 00290079.DOCX; 1} 22 BRAND STATE CITY QUALIFIER FACILITY ID TYPE
9.3.3 or any business operated separately from the Hotel, including the name or identity
of developments adjacent to or associated with the Hotel.
9.4 Trademark Disputes.
9.4.1 You will immediately notify us of any infringement or dilution of or challenge to your
use of any of the Marks and will not, absent a court order or our prior written consent, communicate with
any other person regarding any such infringement, dilution, challenge or claim. We will take the action we
deem appropriate with respect to such challenges and claims and have the sole right to handle disputes
concerning use of all or any part of the Marks or the System. You will fully cooperate with us and our
applicable Affiliates in these matters. We will reimburse you for expenses incurred by you as the direct
result of activities undertaken by you at our prior written request and specifically relating to the trademark
dispute at issue. We will not reimburse you for any other expenses incurred by you for cooperating with us
or our Affiliates.
9.4.2 You appoint us as your exclusive, true and lawful attorney-in-fact, to prosecute,
defend and/or settle all disputes of this type at our sole option. You will sign any documents we or our
applicable Affiliate believe are necessary to prosecute, defend or settle any dispute or obtain protection for
the Marks and the System and will assign to us any claims you may have related to these matters. Our
decisions as to the prosecution, defense or settlement of the dispute will be final. All recoveries made as a
result of disputes regarding use of all or part of the System or the Marks will be for our account.
9.5 Web Sites.
9.5.1 You may not register, own, or maintain any Sites that relate to the Network, or the
Hotel, or that include the Marks. The only domain names, Sites, or Site contractors that you may use relating
to the Hotel or this Agreement are those we assign or otherwise approve in writing. You acknowledge that
you may not, without a legal license or other legal right, post on your Sites any material in which any third
party has any direct or indirect ownership interest. You must incorporate on your Sites any information we
require in the manner we deem necessary to protect our Marks.
9.5.2 Any use of the Marks on any Site must conform to our requirements, including the
identity and graphics Standards for all System hotels. Given the changing nature of this technology, we
have the right to withhold our approval, and to withdraw any prior approval, and to modify our requirements.
9.6 Covenant.
9.6.1 You agree, as a direct covenant with us and our Affiliates, that you will comply with
all of the provisions of this Agreement related to the manner, terms and conditions of the use of the Marks
and the termination of any right on your part to use any of the Marks. Any non-compliance by you with this
covenant or the terms of this Agreement related to the Marks, or any unauthorized or improper use of the
System or the Marks, will cause irreparable damage to us and/or our Affiliates and is a material breach of
this Agreement.
9.6.2 If you engage in such non-compliance or unauthorized and/or improper use of the
System or the Marks during or after the Term, we and any of our applicable Affiliates, along with the
successors and assigns of each, will be entitled to both temporary and permanent injunctive relief against
you from any court of competent jurisdiction, in addition to all other remedies we or our Affiliates may have
at law. You consent to the entry of such temporary and permanent injunctions. You must pay all costs and
expenses, including reasonable attorneys’ fees, expert fees, costs and other expenses of litigation that we
and/or our Affiliates may incur in connection with your non-compliance with this covenant.
{018316-002419 00290079.DOCX; 1} 23 BRAND STATE CITY QUALIFIER FACILITY ID TYPE
10.0 REPORTS, RECORDS, AUDITS, AND PRIVACY
10.1 Reports.
10.1.1 At our request, you will prepare and deliver to us the Reports containing the
Operational Information (and any other information we reasonably require) in the form, manner and time
frame we require. At a minimum, by the fifteenth (15
th
) day of each month, you will submit to us the
Operational Information for the previous month, and reflecting the computation of the amounts then due
under Section 8, in the form, manner and time frame we require.
10.1.2 At our request, you will certify the Reports as accurate in the manner we require.
You must permit us to inspect your books and records at all reasonable times.
10.2 Maintenance of Records. You will prepare, on a current basis, and preserve for no less
than the greater of four (4) years or the time period stated in our record retention requirements, complete
and accurate records concerning Gross Rooms Revenue and all financial, operating, marketing and other
aspects of the Hotel. You will maintain an accounting system that fully and accurately reflects all financial
aspects of the Hotel and its business. These records will include books of account, tax returns,
governmental reports, register tapes, daily reports, and complete quarterly and annual financial statements
(including profit and loss statements, balance sheets and cash flow statements), and will be prepared in
the form, manner and time frame we require.
10.3 Audit.
10.3.1 We may require you to have the Gross Rooms Revenue, fees or other monies due
to us computed and certified as accurate by a certified public accountant. During the Term, and for two (2)
years thereafter, we and our authorized agents have the right to verify Operational Information required
under this Agreement by requesting, receiving, inspecting and auditing, at all reasonable times, any and all
records referred to above wherever the records may be located (or elsewhere if we request).
10.3.2 If any inspection or audit reveals that you understated or underpaid any payment
due to us, you will promptly pay to us the deficiency, plus interest from the date each payment was due
until paid at the interest rate set forth in Section 16.15 of this Agreement.
10.3.3 If the audit or inspection reveals that the underpayment is willful, or is for five
percent (5%) or more of the total amount owed for the period being inspected, you will also reimburse us
for all inspection and audit costs, including reasonable travel, lodging, meals, salaries and other expenses
of the inspecting or auditing personnel. Our acceptance of your payment of any deficiency will not waive
any rights we may have as a result of your breach, including our right to terminate this Agreement. If the
audit discloses an overpayment, we will credit this overpayment against your future payments due under
this Agreement, without interest, or, if no future payments are due under this Agreement, we will promptly
pay you the amount of the overpayment without interest.
10.4 Ownership of Information. All information that we provide to you, including but not limited
to Personal Information, for your use in connection with operating the Hotel during the Term is our property.
You may not use any such information after the Term, except as expressly permitted by us in writing in the
Standards or otherwise. All Information we obtain from you and all revenues we derive from such
Information will be our property that we may use for any reason, including making a financial performance
representation in our franchise disclosure documents. At your sole risk and responsibility, you may use
Information that you acquire from third parties in connection with operating the Hotel, such as Personal
Information (but not including any Personal Information obtained in connection with guest reservations or
any loyalty or frequent guest program operated by us or our Affiliates), at any time during or after the Term,
to the extent that your use is permitted by Law.
{018316-002419 00290079.DOCX; 1} 24 BRAND STATE CITY QUALIFIER FACILITY ID TYPE
10.5 Privacy and Data Protection. You will:
10.5.1 comply with all applicable Privacy Laws;
10.5.2 comply with all Standards that relate to Privacy Laws and the privacy and security
of Personal Information;
10.5.3 refrain from any action or inaction that could cause us or our Affiliates to breach
any Privacy Laws;
10.5.4 do and execute, or arrange to be done and executed, each act, document and
thing we deem necessary in our business judgment to keep us and our Affiliates in compliance with the
Privacy Laws; and
10.5.5 immediately report to us the theft or loss of Personal Information (other than the
Personal Information of your own officers, directors, shareholders, employees or service providers).
11.0 CONDEMNATION AND CASUALTY
11.1 Condemnation. You must immediately inform us of any proposed taking of any
portion of the Hotel by eminent domain. If, in our business judgment, the taking is significant enough to
render the continued operation of the Hotel in accordance with the Standards and guest expectations
impractical, then we may terminate this Agreement on written notice to you and you will not pay us
Liquidated Damages [SELECT FOR OL or a Termination Fee]. If such taking, in our business judgment,
does not require the termination of this Agreement, then you will make all necessary modifications to make
the Hotel conform to its condition, character and appearance immediately before such taking, according to
Plans and Designs approved by us. You will take all measures to ensure that the resumption of normal
operations at the Hotel is not unreasonably delayed.
11.2 Casualty.
11.2.1 You must immediately inform us if the Hotel is damaged by fire or other casualty
or event of Force Majeure. If the damage or repair requires closing the Hotel, you may choose to repair or
rebuild the Hotel according to the Standards, provided you: begin reconstruction within six (6) months after
closing and reopen the Hotel for continuous business operations as soon as practicable (but in any event
no later than eighteen (18) months after the closing of the Hotel) and give us at least thirty (30) days’ notice
of the projected date of reopening. Once the Hotel is closed, you will not promote the Hotel as a System
Hotel or otherwise identify the Hotel using any of the Marks without our prior written consent.
11.2.2 You and we each have the right to terminate this Agreement if you elect not to
repair or rebuild the Hotel as set forth above in Subsection 11.2.1, provided the terminating Party gives the
other Party sixty (60) days written notice. You are not required to pay Liquidated Damages [SELECT FOR
OL or a Termination Fee] unless you or one of your Affiliates own and/or operate a hotel at the Hotel Site
within three (3) years of the termination date under a lease, license or franchise from a Competitor.
11.3 No Extensions of Term. Nothing in this Section 11 will extend the Term.
12.0 TRANSFERS
12.1 Our Transfer.
12.1.1 We may assign or Transfer this Agreement or any of our rights, duties, or assets
under this Agreement, by operation of law or otherwise, to any person or legal entity without your consent,
provided that any such person or legal entity shall be required to assume all of our obligations to permit you
to operate the Hotel under the Brand after such assignment. Any of our Affiliates may transfer, sell, dispose
{018316-002419 00290079.DOCX; 1} 25 BRAND STATE CITY QUALIFIER FACILITY ID TYPE
of, or otherwise convey, their ownership rights in us or any of our Affiliates, by operation of law or otherwise,
including by public offering, to any person or legal entity without your consent.
12.1.2 If we assign this Agreement to a third party who expressly assumes our obligations
under this Agreement, we will no longer have any performance or other obligations to you under this
Agreement and your right to use any programs, rights or services provided to you by us or our Affiliates
under this Agreement will terminate.
12.2 Your Transfer. You understand and acknowledge that the rights and duties in this
Agreement are personal to you and that we are entering into this Agreement in reliance on your business
skill, financial capacity, and the personal character of you and your officers, directors, partners, members,
shareholders or trustees. A Transfer by you (or by an Equity Owner as of the Effective Date, or by a
transferee Equity Owner we later approve) of any Equity Interest, or this Agreement, or any rights or
obligations under this Agreement, is prohibited other than as expressly permitted in this Agreement. In any
Transfer by you or any Equity Owner under this Subsection 12.2, the proposed Transferee may not be a
Sanctioned Person or a Competitor.
12.2.1 Permitted Transfers. We will permit you or any Equity Owner to engage in the
Permitted Transfers set forth in this Subsection 12.2.1 if the Permitted Transfer meets the listed
requirements. If a Permitted Transfer under Subsection 12.2.1.2 (requiring notice and our consent)
otherwise qualifies as a Permitted Transfer under Subsection 12.2.1.1 (not requiring notice or our consent),
the less restrictive provisions of Subsection 12.2.1.1 will control.
12.2.1.1 Permitted Transfers That Do Not Require Notice or Our Consent.
We will permit you or any Equity Owner to engage in the following Permitted Transfers without giving notice
or obtaining our consent if the Permitted Transfer meets the listed requirements.
12.2.1.1.1 Publicly Traded Equity Interests. A Publicly Traded
Equity Interest may be Transferred.
12.2.1.1.2 Privately Held Equity Interests: Less than 50%
Change. An Equity Interest that is not publicly traded may be Transferred if the transferee Equity Owner
will own less than fifty percent (50%) of the Equity Interests, in total, immediately after the transaction(s) as
a result of the transaction(s).
12.2.1.1.3 Institutional Investment Funds. [IF APPLICABLE You
may Transfer Equity Interests within [Insert Fund Entities (collectively, the “Fund Entities”) and Equity
Interests in you to new fund entities or new managed accounts (collectively, “Future Funds”) if [Insert
Name of Asset Manager] (“Asset Manager”) directly or indirectly, controls the Fund Entities or Future
Funds.
12.2.1.2 Permitted Transfers That Require Notice and Our Consent. We will
permit you or any Equity Owner to engage in the following Permitted Transfers if the Permitted Transfer
meets the listed requirements. For Permitted Transfers under this Subsection, you must: (a) give us at least
sixty (60) days’ advance written notice of the proposed Permitted Transfer (including the identity and contact
information for any proposed transferee); (b) pay to us on request our then-current nonrefundable
processing fee; (c) follow our then-current procedure for processing Permitted Transfers, including
providing any information we may require in order to review the proposed Transfer and completing our
then-current compliance process; and (d) execute our then-current standard documents required for
processing Permitted Transfers.
12.2.1.2.1 Affiliate Transfer. You or any Equity Owner may
Transfer an Equity Interest or this Agreement to an Affiliate.
12.2.1.2.2 Transfers to a Family Member or Trust. If you or any
Equity Owner as of the Effective Date are a natural person, you and such Equity Owner may Transfer an
{018316-002419 00290079.DOCX; 1} 26 BRAND STATE CITY QUALIFIER FACILITY ID TYPE
Equity Interest or this Agreement to an immediate family member (i.e., spouse, children, parents, siblings)
or to a trust for your benefit or the benefit of the Equity Owner or the Equity Owner’s immediate family
members.
12.2.1.2.3 Transfer on Death. On the death of Franchisee or an
Equity Owner who is a natural person, this Agreement or the Equity Interest of the deceased Equity Owner
may Transfer in accordance with such person’s will or, if such person dies intestate, in accordance with
laws of intestacy governing the distribution of such person’s estate, provided that: (a) the transfer on death
is to an immediate family member or to a legal entity formed by such family member(s); and (b) within one
(1) year after the death, such family member(s) or entity meet all of our then-current requirements for an
approved Transferee.
12.2.2 Change of Ownership Transfer. A Change of Ownership Transfer is any Transfer
that will result in a change of Control of you, the Hotel or the Hotel Site, or is not otherwise described in
Subsection 12.2.1. We will have sixty (60) days from our receipt of the completed and signed franchise
application to consent or withhold our consent to any proposed Change of Ownership Transfer. Our consent
will not be unreasonably withheld. You consent to our communication with any third party we deem
necessary about the Hotel in order for us to evaluate the proposed Change of Ownership Transfer. Our
consent to the Change of Ownership Transfer is subject to the following conditions, all of which must be
satisfied at or before the date of closing the Change of Ownership Transfer (“Closing”):
12.2.2.1 Transferee submits a completed and signed Change of Ownership
Application, pays our then-current franchise application fee, executes our then-current form of franchise
agreement, and all required ancillary documents. If all conditions to our consent are fulfilled, the date of
Closing will be the termination date of this Agreement, and the effective date of Transferee’s franchise
agreement;
12.2.2.2 you are not in default of this Agreement or any other agreements with
us or our Affiliates;
12.2.2.3 you or Transferee pay to us, on or before the date of Closing, the PIP
Fee, and all amounts due to us and our Affiliates through the date of the Closing. We will estimate the
amounts due to us through the date of Closing, which you and the Transferee may agree to escrow, to be
disbursed to us at Closing to fulfill this obligation. You must agree to escrow the estimated amounts due to
us if we agree to execute any documents pursuant to Standard Operating Procedure 50 10 5(I) (or any
equivalent or successor) of the United States Small Business Administration in connection with a Closing.
If our estimate of the amounts due to us exceeds the amount actually owed to us, we will refund the
difference to you, generally within thirty (30) days after the date of Closing;
12.2.2.4 you conclude to our satisfaction, or provide adequate security for, any
suit, action, or proceeding pending or threatened against you, us or any of our Affiliates with respect to the
Hotel, which may result in liability on the part of us or any of our Affiliates;
12.2.2.5 you, Transferee and/or Equity Owner(s) of Transferee, submit to us all
information related to the Transfer that we require;
12.2.2.6 Transferee meets our then-current business requirements for new
franchisees; and
12.2.2.7 Transferee agrees to indemnify, hold harmless, and defend us and our
Affiliates against any inquiry, investigation, suit, action, or proceeding arising out of or in connection with
any fees or costs charged to patrons or guests by you.
12.3 Public Offering or Private Placement.
12.3.1 Any offering by you of Securities requires our review if you use the Marks, or refer
to us or this Agreement in your offering. All materials required by any Law for the offer or sale of those
{018316-002419 00290079.DOCX; 1} 27 BRAND STATE CITY QUALIFIER FACILITY ID TYPE
Securities must be submitted to us for review at least sixty (60) days before the date you distribute those
materials or file them with any governmental agency, including any materials to be used in any offering
exempt from registration under any securities laws.
12.3.2 You must submit to us a non-refundable Five Thousand Dollar ($5,000) processing
fee with the offering documents and pay any additional costs we may incur in reviewing your documents,
including reasonable attorneys’ fees.
12.3.3 We have the right to approve any description of this Agreement or of your
relationship with us, or any use of the Marks, contained in any prospectus, offering memorandum or other
communications or materials you use in the sale or offer of any Securities. You may not use any of the
Marks except as legally required to describe the Hotel in these documents. Our review of the documents
will not in any way be considered our agreement with any statements contained in those documents,
including any projections, or our acknowledgment or agreement that the documents comply with any Laws.
12.3.4 You may not sell any Securities unless you clearly disclose to all purchasers and
offerees that we, our Affiliates, and our or their respective officers, directors, agents or employees: (a) will
not in any way be deemed an issuer or underwriter of the Securities, as those terms are defined in
applicable securities laws; and (b) have not assumed and will not have any liability or responsibility for any
financial statements, prospectuses or other financial information contained in any prospectus or similar
written or oral communication. You may not state, represent, or imply that we, Hilton Worldwide, or any
other of our Affiliates, participate in or endorse any Securities or any Securities offering in any manner
whatsoever.
12.3.5 You must indemnify, defend and hold the Indemnified Parties free and harmless
of and from any and all liabilities, costs, damages, claims or expenses arising out of or related to the sale
or offer of any of your Securities to the same extent as provided in Subsection 14.1 of this Agreement.
12.4 Mortgages and Pledges to Lending Institutions.
12.4.1 You or an Equity Owner may mortgage or pledge the Hotel or an Equity Interest to
a lender that finances the acquisition, development or operation of the Hotel, without notifying us or
obtaining our consent.
12.4.2 You may request a “lender comfort letter” on behalf of your lender, which we will
issue in a form satisfactory to us, subject to our right to charge our then-current non-refundable processing
fee.
13.0 TERMINATION
13.1 Termination with Opportunity to Cure. We may terminate this Agreement by written
notice to you and opportunity to cure at any time before its expiration on any of the following grounds:
13.1.1 You fail to pay us any sums due and owing to us or our Affiliates under this
Agreement or to pay or fund any amounts due under any of Your Hotel Agreements within the cure period
set forth in the notice, which shall not be less than ten (10) days;
13.1.2 You fail to commence or complete the Hotel Work by the applicable deadline date,
including any extensions, or fail to open the Hotel on the Opening Date, and do not cure that default within
the cure period set forth in the notice, which shall not be less than ten (10) days;
13.1.3 You do not purchase or maintain insurance required by this Agreement or do not
reimburse us for our purchase of insurance on your behalf within the cure period set forth in the notice,
which shall not be less than ten (10) days; or
{018316-002419 00290079.DOCX; 1} 28 BRAND STATE CITY QUALIFIER FACILITY ID TYPE
13.1.4 You fail to comply with any other provision of this Agreement, the Manual or any
Standard and do not cure that default within the cure period set forth in the notice, which shall not be less
than thirty (30) days.
13.2 Immediate Termination by Us. We may immediately terminate this Agreement on written
notice to you and without any opportunity to cure the default if:
13.2.1 after curing any material breach of this Agreement or the Standards, you engage
in the same non-compliance within any consecutive twenty-four (24) month period, whether or not the non-
compliance is corrected after notice, which pattern of non-compliance in and of itself will be deemed
material;
13.2.2 you receive three (3) notices of material default in any twelve (12) month period,
even if the defaults have been cured;
13.2.3 you fail to pay debts as they become due or admit in writing your inability to pay
your debts or you make a general assignment for the benefit of your creditors;
13.2.4 you have an order entered against you appointing a receiver for the Hotel or a
substantial part of your or the Hotel’s assets or you file a voluntary petition in bankruptcy or any pleading
seeking any reorganization, liquidation, or dissolution under any law, or you admit or fail to contest the
material allegations of any such pleading filed against you or the Hotel, and the action results in the entry
of an order for relief against you under the Bankruptcy Code, the adjudication of you as insolvent, or the
abatement of the claims of creditors of you or the Hotel under any law;
13.2.5 you or your Guarantor lose possession or the right to possession of all or a
significant part of the Hotel or Hotel Site for any reason other than those described in Section 11;
13.2.6 you fail to operate the Hotel for five (5) consecutive days, unless the failure to
operate is due to an event of Force Majeure, provided that you have taken reasonable steps to minimize
the impact of such events;
13.2.7 you contest in any court or proceeding our ownership of the System or any part of
the System or the validity of any of the Marks;
13.2.8 you or any Equity Owner with a controlling Equity Interest, or any of your Affiliates,
employees, or Management Company, engage in conduct that we reasonably determine is likely to
adversely reflect upon or affect in any manner the reputation, goodwill, or business of the Hotel, the System,
us and/or any of our Affiliates;
13.2.9 you conceal revenues, maintain false books and records of accounts, submit false
reports or information to us or otherwise attempt to defraud us;
13.2.10 any Transfer is not in compliance with Section 12 and its subparts;
13.2.11 you, your Affiliate or any Guarantor become a Sanctioned Person or are owned or
controlled by a Sanctioned Person or fail to comply with the provisions of Subsection 16.13;
13.2.12 information is disclosed involving you or your Affiliates, which, in our business
judgment, is likely to adversely reflect on or affect in any manner, any gaming licenses or permits held by
us or our Affiliates or the then-current stature of us or any of our Affiliates with any gaming commission,
board, or similar governmental or regulatory agency;
13.2.13 any Guarantor breaches its guaranty to us;
{018316-002419 00290079.DOCX; 1} 29 BRAND STATE CITY QUALIFIER FACILITY ID TYPE
13.2.14 a threat or danger to public health or safety results from the construction,
maintenance, or operation of the Hotel;
13.2.15 you, your Affiliate or a Guarantor become a Competitor, except as otherwise
permitted by Subsection 5.1.28; or
13.2.16 any of Your Hotel Agreements is terminated based on a breach or default by you
or your Affiliates.
13.3 Interim Remedies. If we send you a written notice that you are in default of this Agreement,
we may elect to impose an Interim Remedy, including the suspension of our obligations under this
Agreement and/or our or our Affiliates’ obligations under Your Hotel Agreements.
13.3.1 We may suspend the Hotel from the Reservation Service and any reservation
and/or website services provided through or by us. We may remove the listing of the Hotel from any
directories or advertising we publish. If we suspend the Hotel from the Reservation Service, we may divert
reservations previously made for the Hotel to other System Hotels or Network Hotels.
13.3.2 We may disable all or any part of the software provided to you under Your Hotel
Agreements and/or may suspend any one or more of the information technology and/or network services
that we provide or support under Your Hotel Agreements. We may charge you for costs related to
suspending or disabling your right to use any software systems or technology we provided to you, together
with intervention or administration fees as set forth in the Standards.
13.3.3 We may revoke any financial accommodations (including but not limited to any
Monthly Fee discounts, fee ramps or fee waivers) that we have granted and charge you the then-current
standard fee or charge that would have otherwise applied absent the temporary financial accommodation.
13.3.4 You agree that our exercise of the right to Interim Remedies will not result in actual
or constructive termination or abandonment of this Agreement, and that our right to Interim Remedies is in
addition to, and apart from, any other right or remedy we may have in this Agreement. If we exercise the
right to Interim Remedies, the exercise will not be a waiver of any breach by you of any term, covenant or
condition of this Agreement. You will not be entitled to any compensation, including repayment,
reimbursement, refund or offsets, for any fees, charges, expenses or losses you may directly or indirectly
incur by reason of our exercise and/or withdrawal of any Interim Remedy.
[SELECT THE APPROPRIATE SUBPARAGRAPH 13.4; DELETE ALL HIGHLIGHTED LANGUAGE
AND UPDATE TABLE OF CONTENTS]
[SELECT FOR ALL BRANDS EXCEPT OL:
13.4 Liquidated Damages on Termination.
13.4.1 Calculation of Liquidated Damages. You acknowledge and agree that the
premature termination of this Agreement will cause substantial damage to us. You agree that Liquidated
Damages are not a penalty, but represent a reasonable estimate of the minimum just and fair compensation
for the damages we will suffer as the result of your failure to operate the Hotel for the Term. If this Agreement
terminates before the Expiration Date, you will pay us Liquidated Damages as follows:
13.4.1.1 [DELETE IF COO/RL and insert: INTENTIONALLY DELETED] If
termination occurs before you begin the Hotel Work, and you or any Guarantor (or your or any Guarantor’s
Affiliates) directly or indirectly, enter into a franchise, license, management, lease and/or other similar
agreement for or begin construction or commence operation of a hotel, motel, inn, or similar facility at the
Hotel Site within one (1) year after termination, then you will pay us Liquidated Damages in an amount
equal to [SELECT FOR DT, ES, H2, HAM, HFS, HGI, HWS, PY, RU, UP, QQ the System’s Average
{018316-002419 00290079.DOCX; 1} 30 BRAND STATE CITY QUALIFIER FACILITY ID TYPE
Monthly Royalty Fees multiplied by sixty (60).] [SELECT FOR PO, UAB $13,000 multiplied by the number
of approved Guest Rooms at the Hotel.] [SELECT FOR PE, EY $10,000 multiplied by the number of
approved Guest Rooms at the Hotel.]
13.4.1.2 [DELETE IF COO/RL and insert: INTENTIONALLY DELETED] If
termination occurs after you begin the Hotel Work but before the Opening Date, unless your failure to
complete the Hotel Work was the result of Force Majeure, you will pay us Liquidated Damages in an amount
equal to [SELECT FOR DT, ES, H2, HAM, HFS, HGI, HWS, PY, RU, UP, QQ the System’s Average
Monthly Royalty Fees multiplied by sixty (60).] [SELECT FOR PO, UAB $13,000 multiplied by the number
of approved Guest Rooms at the Hotel.] [SELECT FOR PE, EY $10,000 multiplied by the number of
approved Guest Rooms at the Hotel.]
13.4.1.3 If termination occurs after the Opening Date but before the second
anniversary of the Opening Date, you will pay us Liquidated Damages in an amount equal to [SELECT
FOR DT, ES, H2, HAM, HFS, HGI, HWS, PY, RU, UP, QQ the greater of: (a) the Hotel’s Average Monthly
Royalty Fees multiplied by sixty (60); or (b) the System’s Average Monthly Royalty Fees multiplied by sixty
(60).] [SELECT FOR PO, UAB the greater of: (a) the Hotel’s Average Monthly Royalty Fees multiplied by
sixty (60); or (b) $13,000 multiplied by the number of approved Guest Rooms at the Hotel.] [SELECT FOR
PE, EY the greater of: (a) the Hotel’s Average Monthly Royalty Fees multiplied by sixty (60); or (b) $10,000
multiplied by the number of approved Guest Rooms at the Hotel.]
13.4.1.4 If termination occurs after the second anniversary of the Opening Date
but before the final sixty (60) calendar months of the Term, you will pay us Liquidated Damages in an
amount equal to the Hotel’s Average Monthly Royalty Fees multiplied by sixty (60).
13.4.1.5 If there are fewer than sixty (60) months remaining in the Term on the
date of termination, you will pay us Liquidated Damages in an amount equal to the Hotel’s Average Monthly
Royalty Fees multiplied by the number of months remaining in the Term.
13.4.2 Payment of Liquidated Damages. Payment of Liquidated Damages is due thirty
(30) days following termination of this Agreement or on demand.
[SELECT FOR OL:
13.4 Termination Fee on Termination
13.4.1 Termination Fee. You agree that if this Agreement is terminated by us under this
Section 13, you will pay a termination Fee equal to:
(a) $25,000 multiplied by the number of approved guest Rooms at the Hotel if termination occurs
(i) before you begin the Hotel Work, and you or any Guarantor (or your or any Guarantor’s
Affiliates) directly or indirectly, enter into a franchise, license, management, lease and/or other
similar agreement for or begin construction or commence construction operation of a hotel,
motel, inn, or similar facility at the Hotel Site within one (1) year after termination, or (ii) after
you begin the Hotel Work but before the Opening Date, unless your failure to complete the
Hotel Work was the result of Force Majeure:
(b) The greater of: (i) the Hotel’s Average Monthly Royalty Fees multiplied by sixty (60); or (ii) an
amount equal to $25,000 multiplied by the number of approved Guest Rooms at the Hotel, if
termination occurs on or after the Opening Date but before the second anniversary of the
Opening Date; or
(c) The Hotel’s Average Monthly Royalty Fees (i) multiplied by sixty (60) if termination occurs after
the second anniversary of the Opening Date but before the final sixty (60) calendar months of
{018316-002419 00290079.DOCX; 1} 31 BRAND STATE CITY QUALIFIER FACILITY ID TYPE
the Term, or (ii) multiplied by the number of months remaining in the Term if there are fewer
than sixty (60) months remaining in the Term on the date of termination.
You acknowledge and agree that this Termination Fee is an agreed fee and does not represent a penalty
or liquidated damages. You further acknowledge and agree that this Termination Fee does not constitute
or create, expressly or impliedly, any right or option for you to terminate this Agreement before the
Expiration Date.
13.4.2. Payment of Termination Fee. You must pay the Termination Fee within (30)
days after termination of this Agreement or on demand.]
13.5 Actual Damages Under Special Circumstances. [SELECT FOR ALL BRANDS EXCEPT
OL: You acknowledge that the Liquidated Damages described in Subsection 13.4 may be inadequate to
compensate us for additional harm we may suffer, by reason of greater difficulty in re-entering the market,
competitive damage to the System or the Network, damage to goodwill of the Marks, and other similar
harm, as we reserve the right to seek actual damages in lieu of Liquidated Damages under the following
circumstances: [SELECT FOR OL: You agree that we may elect to seek actual damages in lieu of the
Termination Fee under Section 13.4 above, in our sole and absolute discretion, under the following
circumstances:
13.5.1 within twelve (12) months of each other, [SELECT FOR DT, ES, HFS, OL, PY,
QQ: two (2)] [SELECT FOR HGI, H2, HWS, PO, UP, EY: five (5)] [SELECT FOR HAM, HIS, PE, RU,
UAB: seven (7)] or more franchise agreements for the Brand between yourself (or any of your Affiliates)
and us (or any of our Affiliates) terminate before their expiration date as a result of a breach by you or your
Affiliate; or
13.5.2 this Agreement terminates due to an unapproved Transfer: (a) to a Competitor, or
(b) to a buyer that converts the Hotel to a Competing Brand within two (2) years from the date this
Agreement terminates.
13.6 Your Obligations on Termination or Expiration. On termination or expiration of this
Agreement, you will immediately:
13.6.1 pay all sums due and owing to us or any of our Affiliates, including any expenses
incurred by us in obtaining injunctive relief for the enforcement of this Agreement;
13.6.2 cease operating the Hotel as a System Hotel and cease using the System;
13.6.3 cease using the Marks, the Trade Name, and any confusingly similar names,
marks, trade dress systems, insignia, symbols, or other rights, procedures, and methods. You will deliver
all goods and materials containing the Marks to us and we will have the sole and exclusive use of any items
containing the Marks. You will immediately make any specified changes to the location as we may
reasonably require for this purpose, which will include removal of the signs, custom decorations, and
promotional materials;
13.6.4 cease representing yourself as then or formerly a System Hotel or affiliated with
the Brand or the Network;
13.6.5 return all copies of the Manual and any other Proprietary Information to us;
13.6.6 cancel all assumed name or equivalent registrations relating to your use of any
Mark, notify the telephone company and all listing agencies and directory publishers including Internet
domain name granting authorities, Internet service providers, global distribution systems, and web search
engines of the termination or expiration of your right to use the Marks, the Trade Name, and any telephone
number, any classified or other telephone directory listings, Internet domain names, uniform resource
{018316-002419 00290079.DOCX; 1} 32 BRAND STATE CITY QUALIFIER FACILITY ID TYPE
locators, website names, electronic mail addresses and search engine metatags and keywords associated
with the Hotel, and authorize their transfer to us; and
13.6.7 irrevocably assign and transfer to us (or to our designee) all of your right, title and
interest in any domain name listings and registrations that contain any reference to our Marks, System,
Network or Brand; notify the applicable domain name registrars of the termination of your right to use any
domain name or Sites associated with the Marks or the Brand; and authorize and instruct the cancellation
of the domain name, or transfer of the domain name to us (or our designee), as we specify. You will also
delete all references to our Marks, System, Network or Brand from any Sites you own, maintain or operate
beyond the expiration or termination of this Agreement.
14.0 INDEMNITY
14.1 Beginning on the Effective Date, you must indemnify the Indemnified Parties against, and
hold them harmless from, all losses, costs, liabilities, damages, claims, and expenses, including reasonable
attorneys’ fees, expert fees, costs and other expenses of litigation arising out of or resulting from:
14.1.1 any breach by you of this Agreement, the Manual or the Standards;
14.1.2 any act or omission of you or your officers, employees, Affiliates, associates or
agents in any way arising out of or relating to this Agreement;
14.1.3 any claimed occurrence at the Hotel including personal injury, death or property
damage;
14.1.4 your alleged or actual infringement or violation of any copyright, industrial design,
patent, service mark, trademark or other proprietary right owned or controlled by third parties;
14.1.5 your alleged or actual violation or breach of any contract (including any group sales
agreement for the System), any Law, or any industry standard;
14.1.6 any business conducted by you or a third party in, on or about the Hotel or Hotel
Site;
14.1.7 your failure to comply with Subsection 16.13, including a breach of the
representations set forth therein; and
14.1.8 any inquiry, investigation, suit, action, or proceeding arising out of or in connection
with any fees or costs charged to patrons or guests by you, and if you acquired the Hotel in a Change of
Ownership Transfer, by the previous owner (your transferor) before you acquired ownership of the Hotel.
14.2 You do not have to indemnify an Indemnified Party to the extent damages otherwise covered
under this Section 14 are adjudged by a final, non-appealable judgment of a court of competent jurisdiction
to have been solely the result of the gross negligence or willful misconduct of that Indemnified Party, and
not any of the acts, errors, omissions, negligence or misconduct of you or anyone related to you or the
Hotel. You may not rely on this exception to your indemnity obligation if the claims were asserted against
us or any other Indemnified Party on the basis of theories of imputed or secondary liability, such as vicarious
liability, agency, or apparent agency, or our failure to compel you to comply with the provisions of this
Agreement, including compliance with Standards, Laws or other requirements.
14.3 You will give us written notice of any action, suit, proceeding, claim, demand, inquiry or
investigation involving an Indemnified Party within five (5) days of your knowledge of it. At our election, you
will defend us and/or the Indemnified Parties against the same. If you fail to defend us and/or the
Indemnified Parties, we may elect to assume, but under no circumstance will we be obligated to undertake,
{018316-002419 00290079.DOCX; 1} 33 BRAND STATE CITY QUALIFIER FACILITY ID TYPE
the defense and/or settlement of the action, suit, proceeding, claim, demand, inquiry or investigation at your
expense and risk.
14.4 If we think our respective interests conflict, we may obtain separate counsel of our choice.
This will not diminish your obligation to indemnify the Indemnified Parties and to hold them harmless. You
will reimburse the Indemnified Parties on demand for all expenses, including reasonable attorneys’ fees,
expert fees, costs and other expenses of litigation, the Indemnified Parties incur to protect themselves or
to remedy your defaults. The Indemnified Parties will not be required to seek recovery from third parties or
otherwise mitigate their losses to maintain a claim against you, and their failure to do so will not reduce the
amounts recoverable from you by the Indemnified Parties.
14.5 Your obligations under this Section 14 will survive expiration or termination of this
Agreement.
15.0 RELATIONSHIP OF THE PARTIES
15.1 No Agency Relationship. You are an independent contractor. Neither Party is the legal
representative or agent of the other Party. Neither Party has the power to obligate the other Party for any
purpose. You acknowledge that: (a) we do not direct, supervise, manage, dictate, or control (or have,
retain, or exercise any right to control), labor or employment matters for you or your employees; (b) we do
not set (or have, retain, or exercise any right to set) any terms or conditions of employment for your
employees; (c) the training we require is for the purpose of enabling you to ensure that your Hotel operates
in compliance with our Standards; and (d) you have exclusive control over your daily affairs. You expressly
acknowledge that the Parties have a business relationship based entirely on, and defined by, the express
provisions of this Agreement and that no partnership, joint venture, agency, fiduciary, employment, or joint-
employment relationship is intended or created by reason of this Agreement.
By entering into this Agreement, we make no representations regarding, and do not intend to
obtain, retain, or reserve control over, the essential terms and conditions of employment of you or your
employees, or your Management Company or their employees (if applicable). Franchisees are independent
contractors and independent employers and we do not and will not have, retain, or exercise any authority
over your employment-related policies or procedures. You are solely responsible for overseeing any and
all employment-related policies and procedures for your employees in the operation of your Hotel business.
15.2 Notices Concerning Your Independent Status. All contracts for the Hotel’s operations
and services at the Hotel will be in your name or in the name of your Management Company. You will not
enter into or sign any contracts in our name or any of our Affiliates’ names or use the Marks or any acronyms
or variations of the Marks. You will disclose in all dealings with the public and your employees, agents,
contractors, suppliers and other third parties that: (a) you are the Hotel’s owner; (b) you are an independent
entity; (c) you are the employer, principal, or contracting party (as applicable); and (d) we are not
responsible for your liabilities or debts in any manner whatsoever.
16.0 MISCELLANEOUS
16.1 Severability and Interpretation.
16.1.1 If any provision of this Agreement is held to be unenforceable, void or voidable,
that provision will be ineffective only to the extent of the prohibition, without in any way invalidating or
affecting the remaining provisions of this Agreement, and all remaining provisions will continue in effect,
unless the unenforceability of the provision frustrates the underlying purpose of this Agreement. If any
provision of this Agreement is held to be unenforceable due to its scope, but may be made enforceable by
limiting its scope, the provision will be considered amended to the minimum extent necessary to make it
enforceable.
16.1.2 This Agreement will be interpreted without interpreting any provision in favor of or
against either Party by reason of the drafting of the provision, or either of our positions relative to the other.
{018316-002419 00290079.DOCX; 1} 34 BRAND STATE CITY QUALIFIER FACILITY ID TYPE
16.1.3 Any covenant, term or provision of this Agreement that provides for continuing
obligations after the expiration or termination of this Agreement will survive any expiration or termination.
16.2 Governing Law, Jurisdiction and Venue.
16.2.1 The Parties agree that, except to the extent governed by the United States
Trademark Act of 1946 (Lanham Act; 15 U.S.C. 1050 et seq.), as amended, this Agreement will be
governed by the laws of the State of New York without recourse to New York choice of law or conflicts of
law principles. Nothing in this Section is intended to invoke the application of any franchise, business
opportunity, antitrust, “implied covenant,” unfair competition, fiduciary or any other doctrine of law of the
State of New York or any other state that would not otherwise apply absent this Subsection 16.2.1.
16.2.2 The Parties agree that any action brought pursuant to this Agreement or the
relationship between them must be brought in the U.S. District Court for the Eastern District of Virginia, in
Alexandria, Virginia, or if that court lacks subject matter jurisdiction, then in a court of competent jurisdiction
whose jurisdiction includes either Fairfax County, Virginia or New York, New York, or in the county and
state where the Hotel is located. You consent to personal jurisdiction and venue in each of these
jurisdictions and waive, and agree not to assert, move or otherwise claim that the venue in any of these
jurisdictions is for any reason improper, inconvenient, prejudicial or otherwise inappropriate.
16.3 Exclusive Benefit. This Agreement is exclusively for our and your benefit, and none of the
obligations of you or us in this Agreement will run to, or be enforceable by, any other party (except for any
rights we assign or delegate to one of our Affiliates or covenants in favor of our Affiliates, which rights and
covenants will run to and be enforceable by our Affiliates or their successors and assigns) or give rise to
liability to a third party, except as otherwise specifically set forth in this Agreement.
16.4 Entire Agreement. This Agreement and all of its attachments, documents, schedules,
exhibits, and any other information specifically incorporated into this Agreement by reference will be
construed together as the entire agreement between you and us with respect to the Hotel and any other
aspect of our relationship and will supersede and cancel any prior and/or contemporaneous discussions or
writings between you and us. You acknowledge that you have entered into this Agreement as a result of
your own independent investigation and not as a result of any representations about us made by our
shareholders, officers, directors, employees, agents, representatives, developers, independent contractors,
or franchisees that are contrary to the terms set forth in this Agreement, or in any disclosure document,
prospectus, or other similar document required or permitted to be given to you pursuant to applicable law.
However, nothing in this Section 16.4, this Agreement, or in any of Your Hotel Agreements is intended to
disclaim the representations we made in any franchise disclosure document that we furnished to you.
16.5 Amendment and Waiver.
16.5.1 No change, termination, or attempted waiver or cancellation of any provision of this
Agreement will bind us unless it is in writing, specifically designated as an amendment or waiver, and signed
by one of our officers. We may condition our agreement to any amendment or waiver on receiving from
you, in a form satisfactory to us, an estoppel and general release of claims that you may have against us,
our Affiliates, and related parties.
16.5.2 No failure by us or by any of our Affiliates to exercise any power given us under
this Agreement or to insist on strict compliance by you with any of your obligations, and no custom or
practice at variance with the terms of this Agreement, will be considered a waiver of our or any of our
Affiliates’ right to demand exact compliance with the terms of this Agreement.
16.6 Consent; Business Judgment.
16.6.1 Wherever our consent or approval is required in this Agreement, unless the
provision specifically indicates otherwise, we have the right to withhold our approval at our option, in our
{018316-002419 00290079.DOCX; 1} 35 BRAND STATE CITY QUALIFIER FACILITY ID TYPE
business judgment, taking into consideration our assessment of the long-term interests of the System
overall. We may withhold any and all consents or approvals required by this Agreement if you are in default
or breach of this Agreement. Our approvals and consents will not be effective unless given in writing and
signed by one of our duly authorized representatives.
16.6.2 You agree not to make a claim for money damages based on any allegation that
we have unreasonably withheld or delayed any consent or approval to a proposed act by you under the
terms of this Agreement. You also may not claim damages by way of set-off, counterclaim or defense for
our withholding of consent. Your sole remedy for the claim will be an action or proceeding to enforce the
provisions of this Agreement by specific performance or by declaratory judgment.
16.7 Notices. All notices under this Agreement must be in writing.
16.7.1 Principal Legal Correspondent (“PLC”). You must designate a single Person to
be your duly authorized representative to issue and receive notices as described in Subsection 16.7.2. Your
designee will be your PLC under this Agreement. You may have only one PLC. The notice address for your
PLC may not be a P.O. Box, and the notice address for your PLC may not be the same as the Hotel address.
The notice address for your PLC will be set forth initially on the Addendum to this Agreement. If you want
to change the person designated as your PLC, or the address or email for notice to your PLC, you may do
so at any time by sending a notice to us in accordance with Subsection 16.7.3 or as otherwise directed by
us.
16.7.2 Notices of Default and Termination, or Threatened Litigation. Any notice from
you or from us declaring default of a provision of this Agreement, or potential or final termination of this
Agreement, must be delivered in person, or by prepaid overnight courier delivery service, or by prepaid
overnight United States mail, or by prepaid certified United States mail, return-receipt requested, if overnight
delivery is not available to the notice address. We will send notices under this Subsection only to your PLC.
You must send notices to us under this Subsection as follows: Hilton Franchise Holding LLC, Attention:
General Counsel, 7930 Jones Branch Drive, Suite 1100, McLean, VA 22102. Notice sent under this
Subsection will be deemed effective on the earlier of: (a) receipt, or first refusal of delivery; (b) one (1) day
after posting, if sent by overnight commercial delivery service or overnight United States Mail; or (c) three
(3) days after placement in United States certified mail, return receipt requested.
16.7.3 Other Notices: If a Party wishes to send a notice to the other Party regarding any
issue other than those issues specified in Subsection 16.7.2, the Party may send the notice by any method
described in Subsection 16.7.2, or by email. You may send notices under this Subsection to us to:
Legal.Development@hilton.com or such other email address as we may periodically designate by notice to
you. You may periodically designate additional Persons to receive other types of notices from us by the
methods we periodically specify. We may send notices to you under this Subsection to the email address
designated for your PLC, or to the email address for other persons you designate for these notices.
16.8 General Release. With the exception of claims related to representations contained in the
franchise disclosure document for the Brand, you, on your own behalf and on behalf of, as applicable, your
officers, directors, managers, employees, heirs, administrators, executors, agents and representatives and
their respective successors and assigns hereby release, remise, acquit and forever discharge us and our
Affiliates and our and their respective officers, directors, employees, managers, agents, representatives
and their respective successors and assigns from any and all actions, claims, causes of action, suits, rights,
debts, liabilities, accounts, agreements, covenants, contracts, promises, warranties, judgments,
executions, demands, damages, costs and expenses, whether known or unknown at this time, of any kind
or nature, absolute or contingent, existing at law or in equity, on account of any matter, cause or thing
whatsoever that has happened, developed or occurred relating to this Agreement or the relationship
between you and us on or before the Effective Date of this Agreement. This release will survive the
termination of this Agreement.
{018316-002419 00290079.DOCX; 1} 36 BRAND STATE CITY QUALIFIER FACILITY ID TYPE
16.9 Remedies Cumulative. The remedies provided in this Agreement are cumulative. These
remedies are not exclusive of any other remedies that you or we may be entitled to in case of any breach
or threatened breach of the terms and provisions of this Agreement.
16.10 Economic Conditions Not a Defense. Neither general economic downturn or conditions
nor your own financial inability to perform the terms of this Agreement will be a defense to an action by us
or one of our Affiliates for your breach of this Agreement.
16.11 Representations and Warranties. You warrant, represent and agree that all statements
in your franchise application in anticipation of the execution of this Agreement, and all other documents and
information submitted to us by you or on your behalf are true, correct and complete as of the date of this
Agreement. You further represent and warrant to us that:
16.11.1 you have independently investigated the risks of operating the Hotel under the
Brand, including current and potential market conditions and competitive factors and risks, and have made
an independent evaluation of all such matters and reviewed our franchise disclosure document, if
applicable;
16.11.2 neither we nor our representatives have made any promises, representations or
agreements other than those provided in the Agreement or in our franchise disclosure document provided
to you in connection with the offer of this Agreement, if applicable, and you acknowledge that you are not
relying on any promises, representations or agreements about us or the franchise not expressly contained
in this Agreement in making your decision to sign this Agreement;
16.11.3 you have the full legal power authority and legal right to enter into this
Agreement;
16.11.4 this Agreement constitutes a legal, valid and binding obligation and your entry
into, performance and observation of this Agreement will not constitute a breach or default of any agreement
to which you are a party or of any Law;
16.11.5 if you are a corporation, limited liability company, or other entity, you are, and
throughout the Term will be, duly formed and validly existing, in good standing in the state in which you are
organized, and are and will be authorized to do business in the state in which the Hotel is located;
16.11.6 no Equity Interest has been issued, converted to, or is held as, bearer shares or
any other form of ownership, for which there is no traceable record of the identity of the legal and beneficial
owner of such Equity Interest; and
16.11.7 you hereby indemnify and hold us harmless from any breach of these
representations and warranties, which will survive the termination of this Agreement.
16.12 Counterparts. This Agreement may be signed in counterparts, each of which will be
considered an original, and the Parties agree to conduct the transaction by electronic means.
16.13 Sanctioned Persons and Anti-bribery Representations and Warranties.
16.13.1 You represent, warrant and covenant to us and our Affiliates, on a continuing
basis, that:
16.13.1.1 neither you, nor any Person having Control over you or the Hotel, is a
Sanctioned Person;
16.13.1.2 you have not and will not obtain, receive, transfer or provide any funds,
property, debt, equity, or other financing related to this Agreement and the Hotel or Hotel Site to/from a
Sanctioned Person;
{018316-002419 00290079.DOCX; 1} 37 BRAND STATE CITY QUALIFIER FACILITY ID TYPE
16.13.1.3 neither you, nor any Person having Control over you or the Hotel, has
been convicted of, pleaded guilty to, or otherwise been adjudged liable for any violation of laws, ordinances,
rules or regulations that pertain to bribery or corruption, money laundering, competition, securities or
financial fraud, trade sanctions or export controls, human trafficking, sex trade, or forced labor;
16.13.1.4 any funds received or paid in connection with entry into or performance
of this Agreement have not been and will not be derived from illegal sources or activities, or commingled
with illegal funds, and that you are not engaging in this transaction in furtherance of a criminal act;
16.13.1.5 in preparation for and in entering into this Agreement, neither you, nor
any Person having Control over you or the Hotel, has made any Improper Payment or engaged in any acts
or transactions otherwise in violation of any applicable Anti-Corruption Laws, and, in connection with this
Agreement or the performance of your obligations under this Agreement, neither you nor any Person having
Control over you or the Hotel will directly or indirectly make, offer to make, or authorize any Improper
Payment or engage in any acts or transactions otherwise in violation of any applicable Anti-Corruption
Laws;
16.13.1.6 neither you, nor any Person having Control over you or the Hotel who
may be considered a Government Entity or Government Official, improperly uses their status or position to
influence official actions or decisions or to secure any improper advantages to or for the benefit of the Hotel
or us; and
16.13.1.7 you will assure that your respective appointed agents (including any
Management Company) in relation to this Agreement comply in all material respects with the
representations, warranties, and covenants described in this Subsection 16.13.
16.13.2 You will notify us in writing immediately on the occurrence of any event which
would render the foregoing representations and warranties of this Subsection 16.13 incorrect.
16.13.3 If we believe that you may not be in compliance with any of the covenants,
representations and warranties set forth in this Subsection 16.13, we will advise you of our belief, and you
must (a) cooperate with any and all reasonable information and documentation requests and inquiries,
including requests for execution of certificates of compliance, and (b) permit, on reasonable prior notice, at
all reasonable times, inspection of the books and records pertaining to the development, ownership,
management, and use of the Hotel.
16.14 Attorneys’ Fees and Costs. If either Party is required to employ legal counsel or to incur
other expenses to enforce any provision of this Agreement or defend any claim by the other, then the
prevailing Party in any resulting dispute will be entitled to recover from the non-prevailing Party the amount
of all reasonable fees of attorneys and experts, court costs, and all other expenses incurred in enforcing
such obligation or in defending against such claim, demand, action, or proceeding.
16.15 Interest. Any sum owed to us or our Affiliates by you or paid by us, or our Affiliates on your
behalf, will bear interest from the date due until paid by you at the rate of eighteen percent (18%) per annum
or, if lower, the maximum lawful rate.
16.16 Successors and Assigns. The terms and provisions of this Agreement will inure to the
benefit of and be binding on the permitted successors and assigns of the Parties.
16.17 Our Delegation of Rights and Responsibility. In addition to the rights granted to us in
Section 4 and Subsection 12.1 of this Agreement, we reserve the right to delegate to one or more of our
Affiliates at any time, any and all of our rights, obligations or requirements under this Agreement, and to
require that you submit any relevant materials and documents otherwise requiring approval by us under
this Agreement to such Affiliates, in which case approval by such Affiliates will be conclusively deemed to
{018316-002419 00290079.DOCX; 1} 38 BRAND STATE CITY QUALIFIER FACILITY ID TYPE
be approval by us. During the period of such delegation or designation, any act or direction by such Affiliates
with respect to this Agreement will be deemed the act or direction of us. We may revoke any such
delegation or designation at any time. You acknowledge and agree that such delegation may result in one
or more of our Affiliates which operate, license, or otherwise support brands other than the Brand,
exercising or performing on our behalf any or all rights, obligations or requirements under this Agreement
or performing shared services on our behalf.
16.18 Confidentiality of Negotiated Terms. You agree that you will not disclose to any Person
the content of any negotiated terms of this Agreement or Your Hotel Agreements without our prior consent
except: (1) as required by Law; (2) as may be required in any legal proceedings; and (3) to those of your
officers, directors, managers, members, shareholders, employees, attorneys, accountants, agents or
lenders to the extent necessary for the operation or financing of the Hotel, and only if you inform such
Persons of the confidentiality of the negotiated provisions. Any disclosure of negotiated terms by you, or by
any such Persons, without our consent will be deemed a default under this Agreement.
17.0 WAIVER OF JURY TRIAL AND PUNITIVE DAMAGES
17.1 IF EITHER PARTY INITIATES LITIGATION INVOLVING THIS AGREEMENT OR ANY
ASPECT OF THE RELATIONSHIP BETWEEN THE PARTIES (EVEN IF OTHER PARTIES OR OTHER
CLAIMS ARE INCLUDED IN SUCH LITIGATION), ALL THE PARTIES WAIVE THEIR RIGHT TO A
TRIAL BY JURY.
17.2 IN ANY DISPUTE BETWEEN THE PARTIES, ARISING OUT OF OR RELATED TO THIS
AGREEMENT, ANY BREACH OF THIS AGREEMENT, OR THE RELATIONSHIP BETWEEN THE
PARTIES, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, ALL PARTIES WAIVE ANY
RIGHT THEY MAY HAVE TO PUNITIVE OR EXEMPLARY DAMAGES FROM THE OTHER. NOTHING
IN THIS SECTION LIMITS OUR RIGHT OR THE RIGHT OF AN INDEMNIFIED PARTY TO BE
INDEMNIFIED AGAINST THE PAYMENT OF PUNITIVE OR EXEMPLARY DAMAGES TO A THIRD
PARTY. [SELECT FOR ALL BRANDS EXCEPT OL: THE PARTIES ACKNOWLEDGE THAT
LIQUIDATED DAMAGES PAYABLE BY YOU UNDER THIS AGREEMENT (WHETHER PRE-OPENING
LIQUIDATED DAMAGES OR LIQUIDATED DAMAGES FOR EARLY TERMINATION) ARE NOT
PUNITIVE OR EXEMPLARY DAMAGES.] [SELECT FOR OL: THE PARTIES ACKNOWLEDGE THAT
ANY LIQUIDATED DAMAGES OR TERMINATION FEE PAYABLE BY YOU UNDER THIS AGREEMENT
(WHETHER PRE-OPENING LIQUIDATED DAMAGES OR A TERMINATION FEE FOR EARLY
TERMINATION) ARE NOT PUNITIVE OR EXEMPLARY DAMAGES.]
18.0 ACKNOWLEDGEMENT OF EXEMPTION
You represent and acknowledge that:
18.1 The franchise sale is for more than One Million Two Hundred and Thirty Three Thousand
Dollars ($1,233,000) - excluding the cost of unimproved land and any financing received from Franchisor
or an Affiliate - and thus is exempted from the Federal Trade Commission’s Franchise Rule disclosure
requirements, pursuant to 16 C.F.R. 436.8(a)(5)(i); and at least one person has invested One Million Two
Hundred and Thirty Three Thousand Dollars ($1,233,000) in the Hotel or the Hotel Site; or
18.2 You and/or your Affiliates have been in business for at least five (5) years and have a net
worth of at least Six Million One Hundred Sixty Five Thousand Five Hundred Dollars ($6,165,500) and this
franchise sale is thus exempt from disclosure requirements within the meaning of 16 C.F.R. 436.8(a)(5)(ii);
and
18.3 As a result, this franchise sale is exempt under federal and state franchise law.
{018316-002419 00290079.DOCX; 1} 39 BRAND STATE CITY QUALIFIER FACILITY ID TYPE
[SELECT THE APPROPRIATE PARAGRAPH 19; DELETE ALL HIGHLIGHTED LANGUAGE AND
UPDATE TABLE OF CONTENTS]
19.0 NOTICE OF INTENT TO MARKET
[SELECT FOR ALL BRANDS EXCEPT HFS: Except in the case of a Transfer governed by
Subsection 12.2.1 of this Agreement, if you or a Controlling Affiliate want to Transfer any Equity Interest,
you must give us written notice, concurrently with beginning your marketing efforts.]
19.0 RIGHT OF FIRST OFFER [SELECT FOR HFS:
19.1 Except in the case of a Transfer governed by Subsection 12.2.1 of this Agreement, if you or
a Controlling Affiliate wants to Transfer any Equity Interest, or you or a Controlling Affiliate receive an
unsolicited bona fide offer from a third party to purchase or lease the Hotel or Hotel Site or an interest in it
(“Marketed Interest”), you or the Controlling Affiliate shall notify us in writing of such offer (“ROFO Notice”).
The ROFO Notice shall describe the Marketed Interest and state the intended sales or lease price and all
terms and conditions of the proposed sale or lease. You or the Controlling Affiliate will provide us with all
information and documentation relating to the Marketed Interest that we request.
19.2 We or our designee(s) shall have the right, exercisable within thirty (30) days after receipt
of all requested documentation and information from you (“Option Period”), to either make an offer to
purchase or lease the Marketed Interest (“Our Offer”) or waive our right to make an offer. During the Option
Period, you may not change any of the terms and conditions in the ROFO Notice, and must deal exclusively
with us or our designee(s).
19.3 You will have twenty (20) days after receiving Our Offer to accept or reject Our Offer in
writing. If Our Offer is for a price equal to or greater than stated in the notice and is on substantially similar
terms and conditions as (or is more favorable than) those stated in the ROFO Notice, then you must accept
Our Offer. If you do not accept Our Offer within twenty (20) days, it is deemed rejected.
19.4 If you accept Our Offer, we or our designee and you will enter into an agreement and
complete the transaction for the purchase or lease of the Marketed Interest at the price and on the terms
and conditions of Our Offer within sixty (60) days of your written acceptance (the “60-day Period”). You will
not offer the Hotel or Hotel Site to any third party during the 60-day Period. If the parties are unable to reach
agreement despite good faith negotiations in the 60-day Period, you will be deemed to have rejected Our
Offer.
19.5 If you do not accept Our Offer, or it is deemed rejected, or we waive our right to make an
offer, for two hundred seventy (270) days (the “270-day Period”), you or a Controlling Affiliate may Transfer
the Marketed Interest to a third party for a price greater than and/or on more favorable terms than the price
and terms stated in Our Offer, but you or a Controlling Affiliate must comply with the Transfer provisions in
Section 12.2.3 of this Agreement. If you or a Controlling Affiliate proposes to Transfer the Marketed Interest
at a lesser price or on less favorable terms during the 270-day Period, then you must again give us notice
of the proposed sale or lease and comply with the provisions of this Section 19.
[INCLUDE ONLY IF KEY MONEY GRANTED / DELETE OTHERWISE AND UPDATE TOC]
20.0 KEY MONEY/DEVELOPMENT INCENTIVE NOTE
You and any co-makers must execute the Development Incentive Note attached to this Agreement as
Exhibit [_ contemporaneously with your execution of this Agreement. We will pay to you [________ Dollars
($__) as a development incentive within thirty (30) days after you open the Hotel under the Brand with our
consent if: (a) there have been no material adverse changes in your business, finances, legal, litigation, or
bankruptcy status since approval; (b) you have completed any PIP; and (c) you paid the Franchise
Application Fee.
{018316-002419 00290079.DOCX; 1} 40 BRAND STATE CITY QUALIFIER FACILITY ID TYPE
In connection with this Agreement or the performance of its obligations under this Agreement, you will not
use any portion of the development incentive to make, provide, offer to make, or authorize, directly or
indirectly, an Improper Payment or engage in any acts or transactions otherwise violating any Anti-
Corruption Laws. If we have any basis for a reasonable belief that you have used the development incentive
in violation of any Anti-Corruption Laws, we will advise you of this belief and you will cooperate with any
and all reasonable information and document requests and inquiries, including requests for execution of
certificates of compliance, and permit, on reasonable prior notice, at all reasonable times, inspection of the
books and records pertaining to the development, ownership, management and use of the Hotel.
{018316-002419 00290079.DOCX; 1} 41 BRAND STATE CITY QUALIFIER FACILITY ID TYPE
ADDENDUM TO FRANCHISE AGREEMENT
Effective Date:
[
Facility Number: [
Franchisor Name: HILTON FRANCHISE HOLDING LLC,
a Delaware limited liability company
Brand: [SELECT:
Canopy, as that name is used to identify the chain of hotels
operated under the same Chain Code and Standards. The
Brand does not mean Hilton Worldwide, its Affiliates, or any
other brands, product lines, or chains of hotels that include the
words “Canopy” or “Hilton” as any part of their brand name.
Canopy by Hilton, as that name is used to identify the chain
of hotels operated under the same Chain Code and
Standards. The Brand does not mean Hilton Worldwide, its
Affiliates, or any other brands, product lines, or chains of
hotels that include the words “Canopy” or “Hilton” as any part
of their brand name.
Curio Collection by Hilton, as that name is used to identify
the chain of hotels operated under the same Chain Code and
Standards. The Brand does not mean Hilton Worldwide, its
Affiliates, or any other brands, product lines, or chains of
hotels that include the words “Curio,” “Collection,” or “Hilton”
as any part of their brand name.
DoubleTree by Hilton, as that name is used to identify the
chain of hotels operated under the same Chain Code and
Standards. The Brand does not mean Hilton Worldwide, its
Affiliates, or any other brands, product lines, or chains of
hotels that include the words “DoubleTree” or “Hilton” as any
part of their brand name.
DoubleTree Suites by Hilton, as that name is used to identify
the chain of hotels operated under the same Chain Code and
Standards. The Brand does not mean Hilton Worldwide, its
Affiliates, or any other brands, product lines, or chains of
hotels that include the words “DoubleTree,” “Suites,” or
“Hilton” as any part of their brand name.
Embassy Suites, as that name is used to identify the chain
of hotels operated under the same Chain Code and
Standards. The Brand does not mean Hilton Worldwide, its
Affiliates, or any other brands, product lines, or chains of
hotels that include the words “Embassy,” “Suites,” or “Hilton”
as any part of their brand name.
Embassy Suites by Hilton, as that name is used to identify
the chain of hotels operated under the same Chain Code and
Standards. The Brand does not mean Hilton Worldwide, its
Affiliates, or any other brands, product lines, or chains of
hotels that include the words “Embassy,” “Suites,” or “Hilton”
as any part of their brand name.
{018316-002419 00290079.DOCX; 1} 42 BRAND STATE CITY QUALIFIER FACILITY ID TYPE
Hampton Inn by Hilton, as that name is used to identify the
chain of hotels operated under the same Chain Code and
Standards. The Brand does not mean Hilton Worldwide, its
Affiliates, or any other brands, product lines, or chains of
hotels that include the words “Hampton” or “Hilton” as any part
of their brand name.
Hampton Inn & Suites by Hilton, as that name is used to
identify the chain of hotels operated under the same Chain
Code and Standards. The Brand does not mean Hilton
Worldwide, its Affiliates, or any other brands, product lines, or
chains of hotels that include the words “Hampton,” “Suites,” or
“Hilton” as any part of their brand name.
Hilton, as that name is used to identify the chain of hotels
operated under the same Chain Code and Standards. The
Brand does not mean Hilton Worldwide, its Affiliates, or any
other brands, product lines, or chains of hotels that include the
word “Hilton” as any part of their brand name.
Hilton Garden Inn, as that name is used to identify the chain
of hotels operated under the same Chain Code and
Standards. The Brand does not mean Hilton Worldwide, its
Affiliates, or any other brands, product lines, or chains of
hotels that include the word “Hilton” as any part of their brand
name.
Home2 Suites by Hilton, as that name is used to identify the
chain of hotels operated under the same Chain Code and
Standards. The Brand does not mean Hilton Worldwide, its
Affiliates, or any other brands, product lines, or chains of
hotels that include the words “Home,” “Suites,” or “Hilton” as
any part of their brand name.
Homewood Suites by Hilton, as that name is used to identify
the chain of hotels operated under the same Chain Code and
Standards. The Brand does not mean Hilton Worldwide, its
Affiliates, or any other brands, product lines, or chains of
hotels that include the words “Home,” “Suites,” or “Hilton” as
any part of their brand name.
LivSmart Studios by Hilton, as that name is used to identify
the chain of hotels operated under the same Chain Code and
Standards. The Brand does not mean Hilton Worldwide, its
Affiliates, or any other brands, product lines, or chains of
hotels that include the words “LivSmart,” “Studios,” or "Hilton”
as any part of their brand name.
LXR, as that name is used to identify the chain of hotels
operated under the same Chain Code and Standards. The
Brand does not mean Hilton Worldwide, its Affiliates, or any
other brands, product lines, or chains of hotels that include the
initials or words “LXR” or “Hilton” as any part of their brand
name.
Motto by Hilton, as that name is used to identify the chain of
hotels operated under the same Chain Code and Standards.
The Brand does not mean Hilton Worldwide, its Affiliates, or
any other brands, product lines, or chains of hotels that
{018316-002419 00290079.DOCX; 1} 43 BRAND STATE CITY QUALIFIER FACILITY ID TYPE
include the words “Motto” or “Hilton” as any part of their brand
name.
Spark by Hilton, as that name is used to identify the chain of
hotels operated under the same Chain Code and Standards.
The Brand does not mean Hilton Worldwide, its Affiliates, or
any other brands, product lines, or chains of hotels that
include the words “Spark” or "Hilton” as any part of their brand
name.
Tapestry Collection by Hilton, as that name is used to
identify the chain of hotels operated under the same Chain
Code and Standards. The Brand does not mean Hilton
Worldwide, its Affiliates, or any other brands, product lines, or
chains of hotels that include the words “Tapestry,”
“Collection,” or “Hilton” as any part of their brand name.
Tempo by Hilton, as that name is used to identify the chain
of hotels operated under the same Chain Code and
Standards. The Brand does not mean Hilton Worldwide, its
Affiliates, or any other chains of hotels that include the word
“Tempo” or “Hilton” as any part of their brand name.
Tru by Hilton, as that name is used to identify the chain of
hotels operated under the same Chain Code and Standards.
The Brand does not mean Hilton Worldwide, its Affiliates, or
any other brands, product lines, or chains of hotels that
include the words “Tru” or "Hilton” as any part of their brand
name.
Initial Approved Hotel Name (Trade
Name):
{018316-002419 00290079.DOCX; 1} 44 BRAND STATE CITY QUALIFIER FACILITY ID TYPE
Principal Mark in Brand: [SELECT:
Canopy
Curio
DoubleTree
Embassy
Hampton
SELECT FOR HFS HGI: Hilton
Home2
Homewood
LivSmart
LXR
Motto
Spark
Tapestry
Tempo
Tru
Franchisee Name and Address
(Attn: Principal Legal Correspondent):
[
Address of Hotel:
[
Initial Number of Approved Guest
Rooms:
[
Plans Submission Dates:
Preliminary Plans: [Due four (4) months from the Effective Date]
Design Development (50%)
Plans and Specifications:
[Due eight (8) months from the Effective Date]
Final (100%) Plans and
Specifications:
[Due twelve (12) months from the Effective Date]
Construction Commencement Date: [HAM HGI H2 HWS PO RU UAB EY: Due fifteen (15)
months from the Effective Date
[DT ES HFS OL PY QQ UP: Due Sixteen (16) months
from the Effective Date
[If Adaptive Reuse, include:
For the Hotel to be considered under construction, you
must have: (a) submitted final plans to us, (b) received
our approval of your final plans, (c) submitted to us a
building permit for Hotel construction, and
(d) substantially completed, to our satisfaction:
(i)
exterio
r demolition, if applicable, and (ii)
interior
{018316-002419 00290079.DOCX; 1} 45 BRAND STATE CITY QUALIFIER FACILITY ID TYPE
demolition and construction of new permanent interior
walls.
Construction Work Completion Date: [HAM H2 RU UAB EY: Due twenty-seven (27) months from
the Effective Date
[HGI HWS PO: Due thirty (30) months from the Effective
Date
[DT ES HFS OL PY QQ UP: Due thirty-six (36) months
from the Effective Date
Renovation Commencement Date: [
Renovation Work Completion Date: [
[SELECT FOR COO/RL:][All due dates in the PIP that are
a specified number of months or days shall mean the
number of months or days from the Effective Date.]
[SELECT FOR CV:][All due dates in the PIP that are a
specified number of months or days shall mean the
number of months or days from the Opening Date.]
Expiration Date: [SELECT:
New Construction – At midnight on the last day of the
month [HAM HGI H2 HWS PO UAB RU EY: twenty-two (22)
years from the [SELECT: Effective Date] [Opening Date]
[DT ES HFS OL PY QQ UP: twenty-three (23) years from
the [SELECT: Effective Date] [Opening Date]
Conversion – At midnight on the last day of the month
SELECT: ten (10) to twenty (20) years from the Opening
Date
Change of Ownership – Remaining Term under the
existing franchise agreement
Monthly Fees:
[DELETE UNLESS HFS: Monthly
Food and Beverage Fee:
Three percent (3%) of the Hotel’s Gross Food and
Beverage Revenue for the preceding calendar month.
Monthly Program Fee: [SELECT FOR DT ES HAM HFS HGI OL PO PY QQ RU UP
UAB: Four percent (4%) of the Hotel’s Gross Rooms
Revenue (“GRR”) for the preceding calendar month.
[SELECT FOR HWS H2 PE: Three and one-half percent
(3.5%) of the Hotel’s Gross Rooms Revenue (“GRR”) for
the preceding calendar month.
[SELECT FOR EY: Two and one-half percent (2.5%) of the
Hotel’s Gross Rooms Revenue (“GRR”) for the preceding
calendar month.
[SELECT ONLY IF EARLY RL AND PREVIOUS MONTHLY
PROGRAM FEE WAS LOWER: From the Effective Date
through [Expiration Date of prior FA, you will pay [____
percent (_%) (“Discounted Fee”) of the Hotel’s Gross
Rooms Revenue (“GRR”) for the preceding calendar
month; then, from
[Expiration Date of prior FA to the end
{018316-002419 00290079.DOCX; 1} 46 BRAND STATE CITY QUALIFIER FACILITY ID TYPE
of the Term, you will pay [____ percent (_%) of GRR. The
Discounted Fee will not be used as a base for purposes
of calculating any changes to the Monthly Program Fee
during the Term.
ALWAYS INCLUDE: The Monthly Program Fee is subject to
change by us. Any change may be established in the
Standards, but the rate will not exceed the standard Monthly
Program Fee as of the Effective Date plus one percent (1%)
of the Hotel’s GRR during the Term.
Monthly Royalty Fee: [SELECT FOR DT HFS OL PO PY QQ RU UP UAB:
Five percent (5%) of the Hotel’s GRR for the preceding
calendar month.
BUT IF UAB, USE THE FOLLOWING FOR THE FIRST 10
APPROVED APPLICATIONS. DO NOT USE FOR ANY
AFTER THE FIRST 10:
Three percent (3%) of the Hotel’s GRR for the preceding
calendar month for the first twenty four (24) full calendar
months after the Opening Date (Years 1 and 2); and
Four percent (4%) of the Hotel’s GRR for the preceding
calendar month for the second twenty four (24) full calendar
months after the Opening Date (Years 3 and 4); and
Five percent (5%) of the Hotel’s GRR for the preceding
calendar month for the remainder of the Term.
Monthly Royalty Fee: [SELECT FOR ES HGI HWS PE:
Five and one-half percent (5.5%) of the Hotel’s GRR for
the preceding calendar month
BUT IF ES HWS NEW DEVELOPMENT/CONVERSION,
USE THE FOLLOWING:
Monthly Royalty Fee: Three and one-half percent (3.5%) of the Hotel’s GRR for
the preceding calendar month for first twelve (12) full
calendar months after the Opening Date (Year 1).
Four and one-half percent (4.5%) of the Hotel’s GRR for
the preceding calendar month for second twelve (12) full
calendar months after the Opening Date (Year 2).
Five and one-half percent (5.5%) of the Hotel’s GRR for
the preceding calendar month for the remainder of the
Term.
Monthly Royalty Fee: [SELECT FOR EY HAM H2:
Six percent (6%) of the Hotel’s GRR for the preceding
calendar month.
{018316-002419 00290079.DOCX; 1} 47 BRAND STATE CITY QUALIFIER FACILITY ID TYPE
Additional Requirements/Special Provisions [Section #]:
[ADD ONLY IF APPLICABLE]
Restricted Area Provision
Notwithstanding the provisions of Section 2 of this Agreement, from the Effective Date until midnight on the
day before the ____ anniversary of the [SELECT: Effective Date] OR [Opening Date, but in no event
later than ___________] (“Restrictive Period”), neither we nor any of our Affiliates will open, or allow to
open, a hotel or motel under the Brand, as such Brand name may be periodically changed by us, within a
[SELECT ___ mile radius of the Hotel, the center point of which is the front door of the Hotel (“Restricted
Area”). [SELECT Restricted Area described as follows, and as set forth on Exhibit [__: [INSERT
DESCRIPTION.]
This restriction does not apply to any hotel or motel that is currently open or under construction or has been
approved for development or opening as a Brand hotel as of the Effective Date (“Existing Hotel”). The
term Existing Hotel also includes any hotel located or to be located within the Restricted Area that replaces
such Existing Hotel under the Brand. The restrictions also do not apply to any: (1) hotel(s) or motel(s) under
brands other than the Brand; (2) hotel(s) or motel(s) that will not begin operating under the Brand until after
the expiration of the Restrictive Period; (3) gaming-oriented hotels or facilities using the Brand; (4) shared
ownership properties (commonly known as “vacation ownership” or “time share ownership” or similar real
estate properties) under the Brand; and (5) hotel(s), motel(s), or inn(s) that are part of a chain or group of
four (4) or more hotels, motels, or inns that we or our Affiliates, as a result of a single transaction or group
of related transactions, own, operate, acquire, lease, manage, franchise, license, or join through a merger,
acquisition or marketing agreement (or otherwise), whether under their existing name or the Brand name
or any other name. [INSERT FOR HFS: You acknowledge and agree that this restriction does not apply to
any “Signia Hilton” or “Signia by Hilton” brand hotel.]
[IF HAM/HIS USE THIS RAB LANGUAGE INSTEAD
Notwithstanding the provisions of Section 2 of this Agreement, from the Effective Date until midnight on the
day before the ____ anniversary of the [SELECT: Effective Date] OR [Opening Date, but in no event
later than ____________] (“Restrictive Period”), neither we nor any of our Affiliates will open, or allow to
open, a hotel or motel under the Hampton, Hampton Inn or Hampton Inn & Suites brands (collectively,
“Restricted Brands”), as such Restricted Brands’ names may be periodically changed by us, within a
[SELECT ___ mile radius of the Hotel, the center point of which is the front door of the Hotel (“Restricted
Area”). [SELECT Restricted Area described as follows, and as set forth on Exhibit [__: [INSERT
DESCRIPTION.]
This restriction does not apply to any hotel or motel that is currently open or under construction or has been
approved for development or opening as a Restricted Brands hotel as of the Effective Date (“Existing
Hotel”). The term Existing Hotel also includes any hotel located or to be located within the Restricted Area
that replaces such Existing Hotel under the Restricted Brands. The restrictions also do not apply to any: (1)
hotel(s) or motel(s) under brands other than the Restricted Brands; (2) hotel(s) or motel(s) that will not begin
operating under the Restricted Brands until after the expiration of the Restrictive Period; (3) gaming-oriented
hotels or facilities using the Restricted Brands; (4) shared ownership properties (commonly known as
“vacation ownership” or “time share ownership” or similar real estate properties) under the Restricted
Brands; and (5) hotel(s), motel(s), or inn(s) that are part of a chain or group of four (4) or more hotels,
motels, or inns that we or our Affiliates, as a result of a single transaction or group of related transactions,
own, operate, acquire, lease, manage, franchise, license, or join through a merger, acquisition or marketing
agreement (or otherwise), whether under their existing name or the Restricted Brands name or any other
name.
[IF RL: Amendment and Restatement. This Agreement replaces the franchise agreement dated [INSERT
DATE] (“Original Agreement”) by and between us (or our Affiliate) and you (or your Affiliate) with respect
to the Hotel. The Original Agreement will be superseded and have no further force or effect as of the
{018316-002419 00290079.DOCX; 1} 48 BRAND STATE CITY QUALIFIER FACILITY ID TYPE
Effective Date of this Agreement, except those provisions expressly intended to survive termination or
expiration of the Original Agreement. To the extent there are outstanding obligations to us or our Affiliates
under the Original Agreement, you acknowledge and agree that you are directly responsible, jointly and
severally, for all such obligations under the Original Agreement existing at or accruing after the execution
of this Agreement.
[IF COO: Obligations of Former Franchisee. You acknowledge and agree that you are directly
responsible for, and will pay on demand, all fees and charges due and owing us and our Affiliates related
to the former franchise agreement for the Hotel if any such fees and charges remain outstanding as of or
accrue after the Effective Date of this Agreement.
[IF SITE CONTROL NOT CONFIRMED ON EFFECTIVE DATE: Before commencement of Construction
Work, but not later than the Construction Work Completion Date, you must submit to us evidence
satisfactory to us showing your title to, or long term possessory interest in, the real property on which the
Hotel will be sited (i.e. a conformed copy of the deed, or ground lease submitted for recording, or like
document) in accordance with Subsections 5.1.15 and 5.1.16 of the Agreement.
[IF TIC: You acknowledge and agree that: (1) each of you is jointly, severally, individually and collectively
responsible for the Franchisee’s obligations under this Agreement; (2) your obligations and liability to us is
not limited by your tenant-in-common structure; (3) the transfer provisions of this Agreement apply to each
of you; (4) [___________] is deemed to be your Controlling Affiliate; and (5) the Hotel has a single
designated Principal Legal Correspondent, as named above, whom we will notify for all purposes under
this Agreement.
Your Ownership Structure:
See Attached Schedule 1
[IF FRANCHISEE’S AFFILIATE IS THE FEE TITLE OWNER, LESSOR OR SUBLESSOR OF THE HOTEL
OR THE HOTEL SITE:
Ownership Structure of Affiliate Fee Owner or Lessor/Sublessor of the Hotel or Hotel Site:
See Attached Schedule 2
[IF KEY MONEY EXHIBIT _ – DEVELOPMENT INCENTIVE NOTE
[IF JURISDICTION APPLIES EXHIBIT _ – STATE/TERRITORY ADDENDA
[IF APPLICABLE EXHIBIT _ – SHARED FACILITIES ADDENDUM
[ONLY IF NOT A RADIUS EXHIBIT _ – RESTRICTED AREA MAP
[IF APPLICABLE EXHIBIT _ – PROPERTY IMPROVEMENT PLAN
{018316-002419 00290079.DOCX; 1} 49 BRAND STATE CITY QUALIFIER FACILITY ID TYPE
IN WITNESS WHEREOF, the Parties have executed this Agreement, which has been entered into and is
effective as of the Effective Date set forth above.
FRANCHISEE: FRANCHISOR:
[INSERT FRANCHISEE ENTITY],
a [INSERT TYPE OF ENTITY]
HILTON FRANCHISE HOLDING LLC,
a Delaware limited liability company
By:
By:
Name: Name:
Title: Title: Authorized Signatory
Executed on: Executed on:
{018316-002419 00290079.DOCX; 1} 50 BRAND STATE CITY QUALIFIER FACILITY ID TYPE
SCHEDULE 1
Your Ownership Structure:
Name
(Shareholder, Partner, Member and Manager)
Nature of
Ownership
Interest
%
Interest
%
Interest
%
Interest
%
Interest
{018316-002419 00290079.DOCX; 1} 51 BRAND STATE CITY QUALIFIER FACILITY ID TYPE
SCHEDULE 2
Ownership Structure of Affiliate Fee Owner or Lessor/Sublessor of the Hotel or Hotel Site:
Name
(Shareholder, Partner, Member and Manager)
Nature of
Ownership
Interest
%
Interest
%
Interest
%
Interest
%
Interest
{018316-002419 00290079.DOCX; 1} 52 BRAND STATE CITY QUALIFIER FACILITY ID TYPE
EXHIBIT - __
SHARED FACILITIES ADDENDUM TO FRANCHISE AGREEMENT
You and we are parties to a franchise agreement dated ______________ (“Agreement”), which provides,
among other things, for the operation of the (proposed) [insert Hotel #1 name ______] hotel located or to
be located at [Insert Hotel #1 address ____ (“Hotel”).
You (or your Affiliate) and we are also parties to a franchise agreement dated ____________] (“[Insert
Brand #2 _____] Agreement”) for the operation of the (proposed) [Insert Hotel #2 name ______] hotel
located or to be located at [Insert Hotel #2 address ____ (“Insert Brand #2 ______ Hotel”).
You requested that the Hotel and the [Insert Hotel #2 ___] Hotel (collectively, “Sharing Hotels”), which are
[or, will be] [Select: part of the same building structure or located in buildings adjacent to one another,] be
permitted to jointly utilize certain shared hotel facilities and offer to their guests the use of certain shared
amenities (“Shared Facilities”) in accordance with the terms of this Addendum (“Shared Facilities
Arrangement”).
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, you
and we agree that the following provisions are incorporated into and made a part of the Agreement:
1) We give our consent for the Hotel and the [Hotel #2] Hotel to jointly utilize the Shared Facilities
identified during our review and approval of the Plans and Designs for the Hotel and the [Hotel #2]
Hotel.
2) Our consent is contingent upon you (or your Affiliate) executing a Shared Facilities Addendum to
the [Hotel #2]Agreement on the same terms contained in this Addendum.
3) We expressly reserve the right to withdraw our consent and, on notice, require you to discontinue
the Shared Facilities Arrangement if:
a) we determine that such participation is detrimental to the operation of the Hotel, the guest
experience, or the goodwill and reputation of the Brand and/or the Marks;
b) any of the Shared Facilities fail to meet System Standards as set forth under the Agreement
and/or the [Hotel #2] Agreement;
c) either the Agreement or the [Hotel #2] Agreement is terminated for any reason;
d) You Transfer a controlling Equity Interest in you, the Hotel Site, or the Agreement, without
simultaneously selling, leasing, assigning, or Transferring a controlling Equity Interest in
you (or your Affiliate controlling [Hotel #2] Hotel), the [Hotel #2] Hotel Site, or the [Hotel
#2] Agreement, to the same transferee or a transferee under common control with such
transferee. Any Transfers are subject to the Transfer provisions of the Agreement. Failure
to comply with the Transfer provisions is a material breach of the Agreement.
If we withdraw our consent pursuant to this paragraph, to the extent that the Shared Facilities are
part of Standards, you shall immediately make arrangements to either procure the Shared
Facilities, or to construct comparable facilities and amenities, for the exclusive use of the Hotel.
Your failure to procure the Shared Facilities or construct comparable facilities and amenities to
meet Standards is deemed to be a default that may result in the termination of the Agreement. If
the Shared Facilities are no longer a part of the Hotel, you are responsible for immediately removing
any Marks or distinctive System features associated with the Brand from any of the Shared
Facilities that are accessible to or visible by Hotel guests, and removing all other indicia that the
Hotel had joint possession or use of the Shared Facilities with the [Hotel #2] Hotel.
{018316-002419 00290079.DOCX; 1} 53 BRAND STATE CITY QUALIFIER FACILITY ID TYPE
4) So long as the Shared Facilities Arrangement is in place, any new franchise agreement executed
in connection with a Transfer, or any successor franchise agreement executed between you and
us must contain the provisions set forth in this Addendum. You acknowledge and agree that your
refusal to include these restrictions in a successor franchise agreement will constitute a valid and
reasonable basis for us to refuse to grant such successor franchise agreement. You acknowledge
and agree that a proposed transferee’s refusal to include these restrictions in a new franchise
agreement will constitute a valid and reasonable basis for us to deny our consent to such Change
of Ownership Transfer.
5) You acknowledge and agree that any Default under the [Hotel #2] Agreement shall constitute a
simultaneous Default of the Agreement, and termination of the [Hotel #2] Agreement pursuant to
such Default shall constitute a valid basis for termination of the Agreement.
6) All questions with respect to the construction of this Addendum and the rights and liabilities of the
parties under this Addendum shall be governed by the internal laws of the state designated in the
Agreement. A breach of any provision of this Addendum is a breach of the Agreement. Any action
or proceeding related to or arising out of this Addendum shall be submitted and resolved exclusively
by a court of competent jurisdiction located in the forum designated in the Agreement.
7) All capitalized terms not expressly defined in this Addendum shall have the meanings set forth in
the Agreement. Except as expressly modified by this Addendum, the Agreement remains
unmodified and in full force and effect.
8) This Addendum may be executed in counterparts, and delivered by facsimile or other electronic
transmission, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
FRANCHISEE:
FRANCHISOR:
[INSERT FRANCHISEE ENTITY],
a [INSERT TYPE OF ENTITY]
HILTON FRANCHISE HOLDING LLC,
a Delaware limited liability company
By:
By:
Name: Name:
Title: Title: Authorized Signatory
Executed on: Executed on:
E
XHIBIT D-1
EXHIBIT _
CALIFORNIA ADDENDUM TO FRANCHISE AGREEMENT
The California Department of Financial Protection and Oversight requires that certain provisions contained
in franchise documents be amended to be consistent with California law, including the California Franchise
Investment Law, CAL. CORPORATIONS CODE Section 31000 et seq., and the California Franchise
Relations Act, CAL. BUS. & PROF. CODE Section 20000 et seq. To the extent that the Franchise
Agreement contains provisions that are inconsistent with the following, such provisions are hereby
amended:
1. California Business and Professions Code Sections 20000 through 20043 provide rights to you
concerning nonrenewal and termination of the Franchise Agreement. The Federal Bankruptcy
Code also provides rights to you concerning termination of the Franchise Agreement upon certain
bankruptcy-related events. To the extent the Franchise Agreement contains a provision that is
inconsistent with these laws, these laws may control.
2. If Franchisee is required in the Franchise Agreement to execute a release of claims, such release
may require us to exclude claims arising under the California Franchise Investment Law and the
California Franchise Relations Act.
3. If the Franchise Agreement requires payment of liquidated damages that is inconsistent with
California Civil Code Section 1671, the liquidated damage clause may be unenforceable.
4. If the Franchise Agreement contains a covenant not to compete which extends beyond the
expiration or termination of the Franchise Agreement, the covenant may be unenforceable under
California law.
5. If the Franchise Agreement requires litigation, arbitration or mediation to be conducted in a forum
other than the State of California, the requirement may be unenforceable under California law.
6. If the Franchise Agreement requires that it be governed by a state’s law, other than the State of
California, such requirement may be unenforceable.
7. Nothing in this or in any related agreement, however, is intended to disclaim the representations
we made in the franchise disclosure document that we furnished to you.
8. Section 16.11 is amended to delete subsections 16.11.1 and 16.11.2.
FRANCHISEE:
FRANCHISOR:
[INSERT FRANCHISEE ENTITY],
a [INSERT TYPE OF ENTITY]
HILTON FRANCHISE HOLDING LLC,
a Delaware limited liability company
By: By:
Name:
Name:
Title:
Title: Authorized Signatory
Executed on:
EXHIBIT _
HAWAII ADDENDUM TO FRANCHISE AGREEMENT
Notwithstanding anything to the contrary set forth in the Franchise Disclosure Document or Franchise
Agreement, the following provisions will supersede and apply to all franchises offered and sold under the
laws of the State of Hawaii:
1. Section 16.11 is amended to delete subsections 16.11.1 and 16.11.2.
FRANCHISEE:
FRANCHISOR:
[INSERT FRANCHISEE ENTITY],
a [INSERT TYPE OF ENTITY]
HILTON FRANCHISE HOLDING LLC,
a Delaware limited liability company
By: By:
Name:
Name:
Title:
Title: Authorized Signatory
Executed on:
EXHIBIT _
ILLINOIS ADDENDUM TO FRANCHISE AGREEMENT
1. The first sentence of Subsection 16.2.1 of the Franchise Agreement is amended to read as follows:
“The Parties agree that, except to the extent governed by the United States Trademark Act of 1946
(Lanham Act; 15 U.S.C. ¶ 1050 et seq.), as amended, this Agreement will be governed by the laws
of the State of New York, except as otherwise required by the Illinois Franchise Disclosure Act,
without recourse to New York choice of law or conflicts of law principles.”
2. Subsection 16.2.2 of the Franchise Agreement concerning jurisdiction and venue shall not
constitute a waiver of any right conferred upon Franchisee by the Illinois Franchise Disclosure Act.
3. Section 16.11 is amended to delete subsections 16.11.1 and 16.11.2.
4. Subsection 17.1 of the Franchise Agreement, containing a waiver of jury trial, shall not constitute a
waiver of any right conferred upon Franchisee by the Illinois Franchise Disclosure Act.
5. Section 41 of the Illinois Franchise Disclosure Act states that “any condition, stipulation, or provision
purporting to bind any person acquiring any franchise to waive compliance with any provision of
this Act or any other law of this State is void.” The Illinois Franchise Disclosure Act will govern the
Franchise Agreement with respect to Illinois franchisees and any other person under the jurisdiction
of the Illinois Franchise Disclosure Act.
FRANCHISEE:
FRANCHISOR:
[INSERT FRANCHISEE ENTITY],
a [INSERT TYPE OF ENTITY]
HILTON FRANCHISE HOLDING LLC,
a Delaware limited liability company
By: By:
Name:
Name:
Title:
Title: Authorized Signatory
Executed on:
EXHIBIT _
MARYLAND ADDENDUM TO FRANCHISE AGREEMENT
1. The general release language contained in Subsection 16.8 of the Franchise Agreement shall not
relieve the Franchisor or any other person, directly or indirectly, from liability under the Maryland
Franchise Registration and Disclosure Law.
2. The laws of the State of Maryland may supersede the Franchise Agreement, including Section 13,
concerning termination and Section 3, concerning renewal of the License.
3. Subsection 16.2.2 is amended to provided that a franchisee may sue in Maryland for claims arising
under the Maryland Franchise Registration and Disclosure Law. Any claims arising under the
Maryland Franchise Registration and Disclosure Laws must be brought within 3 years after the
grant of the License.
4. The following sentence is added at the end of Section 16.5.1 of the Franchise Agreement
(Amendment and Waiver):
“This waiver is not intended to act nor will it act as a release, estoppel, or waiver of any liability
incurred under the Maryland Franchise Registration and Disclosure Law.
5. Section 16.11 is amended to delete subsections 16.11.1 and 16.11.2.
6. 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.
FRANCHISEE: FRANCHISOR:
[INSERT FRANCHISEE ENTITY],
a [INSERT TYPE OF ENTITY]
HILTON FRANCHISE HOLDING LLC,
a Delaware limited liability company
By: By:
Name:
Name:
Title:
Title: Authorized Signatory
Executed on:
EXHIBIT _
MINNESOTA ADDENDUM TO FRANCHISE AGREEMENT
1. Section 3 and Section 13 are amended to provide that Minnesota law provides franchisees with certain
termination and non-renewal rights. Minnesota Statutes, Section 80C.14, subdivisions 3, 4, and 5
require, except in certain specified cases, that franchisee be given 90 days notice of termination (with
60 days to cure) and 180 days notice for non-renewal of the franchise agreement.
2. Under Minnesota law, Franchisor must indemnify Franchisee against liability to third parties resulting
from claims by third parties that Franchisee’s use of Franchisor’s trademarks infringes trademark rights
of the third party. Under Subsection 9.4, Franchisor does not indemnify Franchisee against the
consequences of Franchisee’s use of Franchisor’s trademarks except in accordance with the
requirements of the Franchise Agreement, and, as a condition to indemnification, Franchisee must
provide notice to Franchisor of any such claim and tender the defense of the claim to Franchisor within
ten (10) days after the claim is asserted. If Franchisor accepts the tender of defense, Franchisor has the
right to manage the defense of the claim, including the right to compromise, settle or otherwise resolve
the claim, and to determine whether to appeal a final determination of the claim.
3. In compliance with Minnesota Rule 2860.4400J, Subsection 9.6.2 of the Franchise Agreement is
amended as follows:
The first sentence is amended to read: “If you engage in such non-compliance or unauthorized and/or
improper use of the System or the Marks during or after the Term, we and any of our applicable Affiliates,
along with the successors and assigns of each, will be entitled to seek both temporary and permanent
injunctive relief against you from any court of competent jurisdiction, in addition to all other remedies we
and our Affiliates may have at law.” The second sentence is deleted in its entirety.
4. The first sentence of Subsection 16.2.1 of the Franchise Agreement is amended to read as follows:
“The Parties agree that, except to the extent governed by the United States Trademark Act of 1946
(Lanham Act; 15 U.S.C. 1050 et seq.), as amended, this Agreement will be governed by the laws of
the State of New York without recourse to New York choice of law or conflicts of law principles, provided,
however, that this Section shall not in any way abrogate or reduce any rights of Franchisee as provided
for in Minnesota Statutes 1984, Chapter 80C, including the right to submit matters to the jurisdiction of
the courts of Minnesota.”
5. The following language will appear at the end of Subsection 16.2.2 of the Franchise Agreement:
“Minnesota Statutes, Sections 80C.21 and Minnesota Rule 2860.4400J prohibit Franchisor from
requiring litigation to be conducted outside Minnesota. In addition, nothing in the Franchise Disclosure
Document or Franchise Agreement can abrogate or reduce any of Franchisee’s rights as provided for in
Minnesota Statutes, Chapter 80C, or Franchisee’s rights to any procedure, forum or remedies provided
for by the laws of the jurisdiction.”
6. Minnesota Statutes, Sections 80C.21 and Minnesota Rule 2860.4400J prohibit Franchisor from requiring
Franchisee to consent to liquidated damages, termination penalties or judgment notes. Subsection 13.4
of the Franchise Agreement is hereby deleted in its entirety and replaced with the following:
“Damages Upon Termination By Us. If we terminate the Agreement under Subsection 13.1 or 13.2
above, you acknowledge your default will cause substantial damage to us. You therefore agree that if
we terminate this Agreement, the termination will not be our sole remedy, and you will also be liable to
us for all damages and losses we have suffered arising from the early termination of this Agreement to
the same extent as if you had improperly terminated the Agreement. You also agree that you will remain
liable for all other obligations and claims under this Agreement, including obligations following
termination under Subsections 13.6, 9.6, 10.3 and Section 14 and other damages suffered by us arising
out of your breach or default.”
7. The following language will appear at the end of Subsection 16.8 of the Franchise Agreement:
“Minnesota Rule 2860.4400D prohibits Franchisor from requiring a Franchisee to assent to a release,
assignment, novation, or waiver that would relieve any person from liability imposed by Minnesota
franchise law. This Subsection 16.8 does not require you to assent to any release, assignment,
novation, or waiver that would relieve any person from liability imposed by Minnesota Statutes 1973
Supplement, sections 08C.01 to 80C.22, as amended, which also provides that the voluntary settlement
of disputes is not barred.”
8. Section 16.11 is amended to delete subsections 16.11.1 and 16.11.2.
9. Minn. Rule 2860-4400J prohibits waiver of a jury trial. Subsection 17.1 of the Franchise Agreement is
deleted in its entirety.
FRANCHISEE:
FRANCHISOR:
[INSERT FRANCHISEE ENTITY],
a [INSERT TYPE OF ENTITY]
HILTON FRANCHISE HOLDING LLC,
a Delaware limited liability company
By: By:
Name:
Name:
Title:
Title: Authorized Signatory
Executed on:
EXHIBIT _
NEW YORK ADDENDUM TO FRANCHISE AGREEMENT
Notwithstanding anything to the contrary set forth in the Franchise Disclosure Document or Franchise Agreement,
the following provisions will supersede and apply to all franchises offered and sold under the laws of the State of
New York:
1. Subsection 9.6 of the Franchise Agreement requiring you to consent to the entry of an injunction is
amended to provide that you consent to the seeking of such an injunction.
2. Subsection 16.8 is amended to provide that no release language set forth in the Franchise Agreement
will relieve Franchisor or any other person, directly or indirectly, from liability imposed by the laws of the
State of New York concerning franchising.
3. Section 16.11 is amended to delete subsections 16.11.1 and 16.11.2.
FRANCHISEE:
FRANCHISOR:
[INSERT FRANCHISEE ENTITY],
a [INSERT TYPE OF ENTITY]
HILTON FRANCHISE HOLDING LLC,
a Delaware limited liability company
By: By:
Name:
Name:
Title:
Title: Authorized Signatory
Executed on:
EXHIBIT _
NORTH DAKOTA ADDENDUM TO FRANCHISE AGREEMENT
Notwithstanding anything to the contrary set forth in the Franchise Agreement, the following provisions shall
supersede and apply to all franchises offered and sold in the State of North Dakota:
1. Subsection 16.2.1 is amended to provide that the laws of the State of North Dakota supersede any
provisions of the Franchise Agreement, the other agreements or New York law if such provisions are in
conflict with North Dakota law. The Franchise Agreement will be governed by North Dakota law.
2. Subsection 16.2.2 is amended to provide that any provision in the Franchise Agreement which designates
jurisdiction or venue or requires the Franchisee to agree to jurisdiction or venue, in a forum outside of
North Dakota, is deleted.
3. The Franchise Agreement is amended to reflect that all liquidated damages provisions in the Franchise
Agreement are deleted in their entirety. Further, Subsection 13.4 of the Franchise Agreement is replaced
by the following:
Damages Upon Termination By Us. If we terminate the Agreement under Subsection 13.1 or 13.2 above,
you acknowledge your default will cause substantial damage to us. You therefore agree that if we
terminate this Agreement, the termination will not be our sole remedy, and you will also be liable to us for
all damages and losses we have suffered arising from the early termination of this Agreement to the same
extent as if you had improperly terminated the Agreement. You also agree that you will remain liable for
all other obligations and claims under this Agreement, including obligations following termination under
Subsections 9.6, 10.3, 13.6, and Section 14 and other damages suffered by us arising out of your breach
or default.
4. Subsection 17.1, which requires you to waive your right to a trial by jury, is deleted in its entirety.
5. Subsection 17.2, which requires you to waive your right to exemplary and punitive damages, is deleted in
its entirety.
6. Subsection 16.8 is amended to provide that no release language set forth in the Franchise Agreement
will relieve Franchisor or any other person, directly or indirectly, from liability imposed by the laws of the
State of North Dakota concerning franchising.
FRANCHISEE:
FRANCHISOR:
[INSERT FRANCHISEE ENTITY],
a [INSERT TYPE OF ENTITY]
HILTON FRANCHISE HOLDING LLC,
a Delaware limited liability company
By: By:
Name:
Name:
Title:
Title: Authorized Signatory
Executed on:
EXHIBIT _
PUERTO RICO ADDENDUM TO FRANCHISE AGREEMENT
Notwithstanding anything to the contrary set forth in the Franchise Agreement, the following provisions shall
supersede and apply to all Franchise Agreements offered and sold in Puerto Rico:
1. Subsection 16.2 of the Franchise Agreement is hereby deleted in its entirety, and replaced by the
following:
“16.2 Governing Law, Jurisdiction and Venue
16.2.1 The Parties agree that, except to the extent governed by the United States
Trademark Act of 1946 (Lanham Act; 15 U.S.C. ¶ 1050 et seq.), as amended, and except as set forth
in Subsection 16.2.2, this Agreement will be governed by the laws of the State of New York without
recourse to New York choice of law or conflicts of law principles. Nothing in this Section is intended
to invoke the application of any franchise, business opportunity, antitrust, “implied covenant,” unfair
competition, fiduciary or any other doctrine of law of the State of New York or any other state that
would not otherwise apply absent this Subsection 16.2.1.
16.2.2 The Parties irrevocably agree that all disputes, controversies or claims
arising out of in connection with this Agreement, or the breach, termination or invalidity of this
Agreement will be finally settled by arbitration conducted by the American Arbitration Association,
JAMS or similar arbitral body (at Franchisor’s election) in accordance with the Federal Rules of Civil
Procedure by one (1) or more arbitrators appointed in accordance with said rules.  To the extent the
Federal Rules of Civil Procedure do not govern certain procedures or requirements relating to the
arbitration, the parties will look to the applicable rules of the applicable arbitral body. The venue of
the arbitration will be Fairfax County, Virginia, and the seat of the arbitration will be New York, New
York. Arbitration proceedings will be conducted in English. You consent to personal jurisdiction and
venue this jurisdiction and waive, and agree not to assert, move or otherwise claim that the venue in
this jurisdiction is for any reason improper, inconvenient, prejudicial or otherwise inappropriate.
Notwithstanding the foregoing, the parties agree that actions initiated or maintained by us for
temporary remedies, injunctive or other equitable relief may be brought in any competent court or
other governmental agency or authority. Notwithstanding such election, the choice of substantive law
made by the parties pursuant to this Subsection 16.2 shall continue to apply. Issues relating to the
conduct of any arbitration and enforcement of any award shall be governed by the Federal Arbitration
Act, 9 U.S.C. §§1-16. An award of arbitration may be confirmed in a court of competent jurisdiction.”
FRANCHISEE:
FRANCHISOR:
[INSERT FRANCHISEE ENTITY],
a [INSERT TYPE OF ENTITY]
HILTON FRANCHISE HOLDING LLC,
a Delaware limited liability company
By: By:
Name: Name:
Title: Title:
Executed on:
EXHIBIT _
RHODE ISLAND ADDENDUM TO FRANCHISE AGREEMENT
Notwithstanding anything to the contrary set forth in the Franchise Agreement, the following provisions shall
supersede and apply to all Franchise Agreements offered and sold in the State of Rhode Island:
1. Subsection 16.2.1 is amended to provide that any provision in the Franchise Agreement which designates
the governing law as that of any state other than the State of Rhode Island is deleted.
2. Subsection 16.2.2 is amended to provide that Section 19-28.1.-14 of the Rhode Island Franchise
Investment Act, as amended by laws of 1993, provides that “a provision in a franchise agreement
restricting jurisdiction or venue to a forum outside this state or requiring the application of the laws of
another state is void with respect to a claim otherwise enforceable under this Act.”
FRANCHISEE:
FRANCHISOR:
[INSERT FRANCHISEE ENTITY],
a [INSERT TYPE OF ENTITY]
HILTON FRANCHISE HOLDING LLC,
a Delaware limited liability company
By: By:
Name:
Name:
Title:
Title: Authorized Signatory
Executed on:
EXHIBIT _
VIRGINIA ADDENDUM TO FRANCHISE AGREEMENT
Notwithstanding anything to the contrary set forth in the Franchise Disclosure Document or Franchise
Agreement, the following provisions will supersede and apply to all franchises offered and sold under the
laws of the State of Virginia:
1. Section 16.11 is amended to delete subsections 16.11.1 and 16.11.2.
FRANCHISEE:
FRANCHISOR:
[INSERT FRANCHISEE ENTITY],
a [INSERT TYPE OF ENTITY]
HILTON FRANCHISE HOLDING LLC,
a Delaware limited liability company
By: By:
Name:
Name:
Title:
Title: Authorized Signatory
Executed on:
EXHIBIT _
WASHINGTON ADDENDUM TO FRANCHISE AGREEMENT
1. Sections 3 and 13 are amended to provide that if any of the provisions in the Franchise Disclosure
Document or Franchise Agreement are inconsistent with the relationship provisions of RCW
19.100.180 or other requirements of the Washington Franchise Investment Protection Act (the
“Act”) (including areas of termination and renewal of your franchise), the provisions of the Act will
prevail over the inconsistent provisions of the Franchise Disclosure Document or Franchise
Agreement with regard to any franchise sold in Washington.
2. Section 12 is amended to provide that transfer fees are collectable to the extent that they reflect
Franchisor’s reasonable estimated or actual costs in effecting a transfer.
3. Subsection 16.2.1 is amended to provide that in the event of a conflict of laws, the provisions of the
Washington Franchise Investment Protection Act, Chapter 19.100 RCW shall prevail.
4. Subsection 16.8 is amended to provide that a release or waiver of rights executed by a Franchisee
will not include rights under the Act except when executed pursuant to a negotiated settlement after
the Franchise Agreement is in effect and where the parties are represented by independent
counsel.
5. Section 16.11 is amended to delete subsections 16.11.1 and 16.11.2.
6. Subsection 17.1 is amended to provide that provisions which unreasonably restrict or limit the
statute of limitations period for claims under the Act, or rights or remedies under the Act such as a
right to a jury trial, may not be enforceable.
7. In any arbitration or mediation involving a franchise purchased in Washington, the arbitration or
mediation site will be either in the state of Washington, or in a place mutually agreed upon at the
time of the arbitration or mediation, or as determined by the arbitrator or mediator at the time of
arbitration or mediation. In addition, if litigation is not precluded by the Franchise Agreement, you
may bring an action or proceeding arising out of or in connection with the sale of franchises, or a
violation of the Washington Franchise Investment Protection Act, in Washington.
8. Pursuant to RCW 49.62.020, a noncompetition covenant is void and unenforceable against an
employee, including an employee of a franchisee, 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 franchisee 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
Franchise Agreement or elsewhere that conflict with these limitations are void and unenforceable
in Washington.
9. RCW 49.62.060 prohibits us from restricting, restraining, or prohibiting you from (i) soliciting or
hiring any employee of a franchisee of the same franchisor or (ii) soliciting or hiring any employee
of the franchisor. As a result, any such provisions contained in the Franchise Agreement or
elsewhere are void and unenforceable in Washington.
FRANCHISEE:
FRANCHISOR:
[INSERT FRANCHISEE ENTITY],
a
[INSERT TYPE OF ENTITY]
HILTON FRANCHISE HOLDING LLC,
a Delaware limited liability company
By: By:
Name:
Name:
Title:
Title: Authorized Signatory
Executed on:
E
XHIBIT D-2
EXHIBIT - ____
DEVELOPMENT INCENTIVE NOTE
McLean, Virginia
$[INSERT AMOUNT] Date: [INSERT DATE]
FOR VALUE RECEIVED, [INSERT NAME (whether one or more, jointly and severally, “Maker”) promises
to pay to the order of HILTON FRANCHISE HOLDING LLC, a Delaware limited liability company (“Holder”),
the principal sum of [INSERT AMOUNT IN WORDS] ($[INSERT NUMERICAL AMOUNT]) which amount
shall bear no interest unless Maker defaults or this Development Incentive Note (this “Note”) is accelerated.
This Note is issued pursuant to the Franchise Agreement between Holder and Maker for the operation of a
[INSERT BRAND] hotel to be located at [INSERT ADDRESS] (“Hotel”). All capitalized terms not defined
in this Note shall have the same meaning as in the Franchise Agreement.
The principal amount of this Note will be disbursed by Holder to Maker, and Maker will become subject to
the obligation to repay or discharge this Note, when and if (a): Maker opens the Hotel with our consent; (b)
there have been no material adverse changes in the business, legal, litigation, bankruptcy status or finances
of the Maker, any guarantors, or the project since approval; (c) Maker has completed any PIP; and (d)
Maker has paid the Franchise Application Fee. If the Franchise Agreement terminates before the Hotel
opens and Holder has not disbursed the principal amount of this Note to Maker, then this Note will be
deemed discharged and neither party will have any further obligation to the other under this Note. On each
anniversary of the Hotel’s Opening Date, one-twentieth (1/20
th
) [UPDATE IF FA TERM IS NOT 20 YEARS]
of the original principal amount will be forgiven without payment. Maker’s obligation to repay the principal
of this Note will cease and this Note will automatically be canceled and discharged when and if the principal
is completely forgiven or repaid in accordance with these terms. For the purposes of calculating the portion
of the principal amount of this Note that is forgiven each year, Holder will be deemed to have disbursed the
full principal amount regardless of whether or not Holder has set off any amounts from such principal
amount pursuant to the Franchise Agreement prior to disbursement to Maker.
If a termination of the Franchise Agreement occurs for any reason; or a Transfer occurs, and the transferee
does not assume Maker’s obligation under this Note and cause a replacement co-maker acceptable to
Holder to assume the obligations of any co-maker under this Note in a writing acceptable to Holder before
the closing of such Transfer before the principal is forgiven or repaid, then the outstanding, unamortized
principal balance of this Note shall be immediately due and payable without further notice, demand or
presentment. If this Note is accelerated under this paragraph, and is not paid within ten (10) days after it is
due, the outstanding principal balance shall bear simple interest from its due date until paid at a rate equal
to the lesser of eighteen percent (18%) per annum or the highest rate allowed by applicable law. The
outstanding principal balance of this Note shall be payable in lawful money of the United States of America
at 7930 Jones Branch Dr., Suite 1100, McLean, VA 22102, Attention: General Counsel, or at such other
place as Holder may periodically direct by written notice to Maker. Any payments shall be first applied to
collection costs and expenses, if any, incurred by the Holder, second to any accrued but unpaid interest
and last to principal. Maker has the right to prepay this Note, in whole or in part, at any time, without premium
or penalty but amounts paid or prepaid may not be re-disbursed. Prepayments of principal will be applied
without notation on this Note. Maker’s obligation to pay this Note shall be absolute and unconditional, and
all payments shall be made without setoff, deduction, offset, recoupment or counterclaim.
If this Note is collected by or through an attorney at law, the Holder shall be entitled to collect reasonable
attorney’s fees and all costs of collection, which, shall be due and payable on demand or, at the Holder’s
election, may be added to the amount due and payable to Holder under this Note. This Note is issued in
and shall be governed and construed according to the laws of the State of New York (without the application
of conflict of laws principles). Each maker, co-maker, endorser, guarantor or accommodation party liable
for this Note waives presentment, demand, notice of demand, protest, notice of non-payment, notice of
protest, notice of dishonor and diligence in collection. Holder reserves the right to modify the terms of this
Note, grant extensions, renewals, releases, discharges, compositions and compromises with any party
liable on this Note, with or without notice to or the consent of, and without discharging or affecting the
obligations of any other party liable under this Note.
The terms “Holder” and “Maker” shall be deemed to include their respective heirs, successors, legal
representatives and assigns, whether by voluntary action of the parties or by operation of law; provided
that, Maker shall not assign or delegate any of its obligations or agreements hereunder without the Holder’s
prior written consent and any assignment or delegation without such prior written consent shall be null and
void. All references to “Maker” shall mean and include the named Maker and all co-makers, guarantors,
sureties and accommodation parties signing or endorsing this Note, and all such parties signing or
endorsing this Note shall be jointly and severally liable with the named Maker for all of Maker’s obligations
and liabilities under this Note.
IN WITNESS WHEREOF, the undersigned have executed this Note effective on the date indicated above.
Maker
[INSERT FRANCHISEE ENTITY],
a [INSERT TYPE OF ENTITY]
By:
Name:
Title:
Executed on:
[REQUIRED IF PRINCIPAL OF NOTE IS $1,000,000 OR MORE:
Co-Maker
[INSERT ENTITY],
a [INSERT TYPE OF ENTITY]
By:
Name:
Title:
Executed on:
E
XHIBIT D-3
{000011-002419 00272930.DOC; 1} 1 2024 EFOREA SPA AMENDMENT
EFOREA SPA AMENDMENT TO FRANCHISE AGREEMENT
THIS EFOREA SPA AMENDMENT TO FRANCHISE AGREEMENT (“Amendment”) is made and
entered into by and between HILTON FRANCHISE HOLDING LLC, a Delaware limited liability company
(“we,” “us,” or “our”) and the franchisee entity (“you,” or “your”) set forth in the Addendum attached to the
franchise agreement dated [INSERT DATE] (“Franchise Agreement”) as of [INSERT DATE] (“Effective
Date”).
WHEREAS, the Franchise Agreement permits you to operate the Hotel as a [INSERT] Brand
hotel (“Hotel”); you have applied to operate an eforea spa (“eforea spa”) in connection with the operation
of the Hotel; we are willing to accept such application and grant a license to you to use the Brand in the
operation of an eforea spa at the Hotel Site pursuant to the Franchise Agreement as amended by this
Amendment.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are
acknowledged, we and you agree as follows:
1. Terms. Capitalized terms in this Amendment have the meaning set forth in the Franchise
Agreement, unless amended pursuant to Section 2 below.
2. Changes to Certain Defined Terms. Section 1 of the Franchise Agreement is amended
as follows:
(a) The following defined terms in Section 1 of the Franchise Agreement are deleted
and replaced with the following:
“Hotel” means the property you will operate under this Agreement and includes all
structures, facilities, appurtenances, furniture, fixtures, equipment, and entry, exit, parking
and other areas located on the Hotel Site we have approved for your business, including
an eforea spa, located on any land we approve in the future for additions, signs, parking
or other facilities.
“Brand” means with respect to the Hotel, the brand name set forth in the Addendum, and
the brand name “eforea” with respect to the spa to be operated hereunder.
“Term” means the period from the Effective Date through the expiration of this
Agreement on the date set forth in the Addendum, unless terminated earlier under the
terms of this Agreement. The Term for the operation of your eforea spa shall expire on
the earlier of: (i) the termination of the eforea spa Amendment to this Agreement or
(ii) the expiration or termination of this Agreement.
“Opening Date” means the day on which we authorize you to make available the
facilities, guestrooms or services of the Hotel to the general public under the Brand.
However, the “Opening Date” as it relates to the eforea spa, shall mean the day on which
we authorize you to make available the spa’s services to the general public.
“Trade Name” means the name of the Hotel set forth in the Addendum, and with respect
to the operation of the spa in connection with the Hotel, the name “eforea.”
(b) The definition of “Manual” is amended to include the eforea Spa Operating
Standards Manual.
(c) The definition of “Standards” is amended to include application to eforea spas
licensed by us.
(d) The definition of “System” is amended to include the elements that we designate
to distinguish spas operating under the “eforea” name, including know-how.
{000011-002419 00272930.DOC; 1} 2 2024 EFOREA SPA AMENDMENT
(e) The following term is added to the defined terms in Section 1:
“Gross Spa Revenue” means all revenue from services and retail sales of products from
the eforea spa, less amounts for spa rebates and overcharges, but does not include any
sales or other taxes collected directly from spa customers or any revenue derived from
food and beverage sales from the eforea spa.
3. Grant of Non-Exclusive License. We and you acknowledge that in executing this
Amendment, and modifying certain of the defined terms in the Franchise Agreement during the term of
this Amendment, we are granting to you and you are accepting a limited, non-exclusive license to operate
a spa on the Hotel Site using the eforea name and other indicia of an eforea spa during the Term
applicable to the eforea spa, and you are agreeing to comply with all Standards that have been and are in
the future developed by us for use in connection with the design, construction, renovation, refurbishment,
appearance, equipment, furnishing, supplying, opening, operating, maintaining, marketing, services,
service levels, quality, and quality assurance of eforea spas.
4. Our Responsibilities. Subsection 4.4 of the Franchise Agreement is amended by the
addition of the following new Subsection:
4.4.8 Spa. We will provide you with (i) a sample layout for the interior of a typical eforea
spa, and specifications we have approved related to the design and construction of the
spa, (ii) a collateral suite to support the operation of your Spa, and (iii) a periodic list of ay
approved suppliers and specifications for any required operating equipment, products,
supplies and furnishings in the spa. As and when we determine, we may provide the
services of a Spa Performance Director to periodically provide you with suggestions for
the improvement of your spa’s operations.
5. Trade Name, Use of the Marks. Subsection 9.2.1 of the Franchise Agreement is
amended by the addition of the following sentence after the first sentence:
The spa operated at the Hotel Site as a part of the Hotel will be known by the Trade Name
“eforea,” unless otherwise approved, or changed by us.
6. Additional Operational and Other Requirements.
(a) Subsection 5.1.1 of the Franchise Agreement is deleted and replaced with the
following:
5.1.1 after the Opening Date, operate the Hotel twenty-four (24) hours a day; provided,
however, you will operate the eforea spa for those days of the week and hours of the day
that we may periodically establish;
(b) Subsection 5.1.27 of the Franchise Agreement is amended by deleting the word
“and” after the semicolon,
(c) Subsection 5.1.28 of the Franchise Agreement is amended by changing the
period to a semicolon and adding the following subparagraphs:
5.1.29 the Opening Date for the eforea spa must be within twelve (12) months of the
Effective Date of the eforea Amendment;
5.1.30 after the Opening Date, operate the eforea spa for those days of the week and
hours of the day as we may establish;
5.1.31 you must display all material, including brochures and promotional materials we
provide for eforea spas, and allow advertising and promotion of eforea spas on your
{000011-002419 00272930.DOC; 1} 3 2024 EFOREA SPA AMENDMENT
spa’s premises, unless we specifically direct you to include advertising or promotion of
Other Hotels or other non-eforea spas; and
5.1.32 comply with System Standards for the training of persons involved in the
operation of the eforea spa, including completion by each member of the spa’s staff of
the training program for operation of the spa under the System, at a site we designate.
You will pay us all fees and charges, if any, we require for your personnel to attend these
training programs. You will also be responsible for the wages, room, board and travel
expenses of your personnel.
7. Fees. In addition to the fees set forth in the Franchise Agreement, you will pay us the
following additional fees in connection with your eforea spa:
(a) Initial Fee. An initial fee of Twenty Five Thousand Dollars ($25,000), due and
payable on execution of this Amendment (“Initial Fee”) as consideration for our grant to you of the right to
operate an eforea spa as specified by this Amendment. The Initial Fee shall be deemed to have been
earned by us at the time of execution of this Amendment by you, and shall not be refundable.
(b) Spa Royalty. An amount equal to two percent (2%) of your Gross Spa Revenue.
This fee shall be added to your Monthly Royalty Fee but shall only be payable on Gross Spa Revenue.
For the avoidance of any doubt, this fee (i) will be due and we will have all rights related to this fee as set
forth in the Franchise Agreement related to the Monthly Royalty Fee, and (ii) is paid in addition to any
other fees set forth in the Franchise Agreement.
8. Lease; Competition; Transfer. Notwithstanding anything set forth in the Franchise
Agreement to the contrary, you understand and acknowledge that: (i) you may not lease or sublease
commercial space in your eforea spa, or enter into concession arrangements for operations in connection
with your eforea spa; (ii) neither you nor any affiliate may operate, have operated on your behalf or on
behalf of an affiliate, or allow the operation of, another spa in, adjacent to or that is associated in any way
with, the Hotel; (iii) you may not enter into a Change of Ownership Transfer for your Hotel unless you are
also transferring your eforea spa in the same transaction and you may not enter into a Change of
Ownership Transfer for your eforea spa unless you are also transferring your Hotel in the same
transaction; and (iv) any Restricted Area granted by Franchisor shall not apply to Franchisee with respect
to its eforea spa. Further, in any transaction referred to in clause (ii) above, the Transferee for your Hotel
and the spa operated as part of your Hotel must be the same entity.
9. Termination. You acknowledge and agree: (i) the expiration or termination of the
Franchise Agreement will terminate all of your rights to operate an eforea spa; and (ii) this Amendment
can be terminated for any of the grounds set forth in the termination provisions of the Franchise
Agreement, whether or not the Franchise Agreement is also terminated, following which you will have no
further right to use the name “eforea” in connection with the operation of a spa at the Hotel Site.
10. Your Obligations On Termination or Expiration. In the event of a termination or expiration
with respect to your right to operate the spa as an eforea spa, in addition to, and not in lieu of, any of your
obligations that arise on termination or expiration of the Franchise Agreement, you will immediately:
(a) cease using the eforea name, and any other names, marks, trade dress,
systems, insignia, symbols, and other rights, procedures and methods licensed to you under this eforea
Amendment with respect to the operation of a spa, and any confusingly similar names, marks, trade
dress, systems, insignia, symbols, procedures and methods;
(b) deliver all goods and materials containing that portion of the Marks related to the
operation of an eforea spa to us and we will have the sole and exclusive use of any items containing
those Marks;
{000011-002419 00272930.DOC; 1} 4 2024 EFOREA SPA AMENDMENT
(c) make any specified changes to the Hotel and the Hotel Site as we may
reasonably require for the purpose of de-identifying your spa, which will include removal of the signs,
custom decorations and promotional materials related to the operation of an eforea spa;
(d) cease representing yourself or the Hotel as then or formerly operating a spa as
an eforea spa;
(e) return all copies of the eforea Spa Operations Standards Manual to us; and
(f) cancel all assumed name or equivalent registrations relating to your use of the
eforea name in connection with the operation of a spa at the Hotel, and irrevocably assign and transfer to
us (or to our designees) all of your right, title and interest in any domain name listings and registrations
that contain any reference to the eforea name, all to the same extent as would be required under
Subparagraphs 13.6.6 and 13.6.7 of the Franchise Agreement on termination of that agreement.
11. Representations and Warranties. Subsection 16.11.1 of the Franchise Agreement is
deleted in its entirety and replaced with the following:
16.11.1 you have independently investigated the risks of operating the Hotel and a spa
under the Brand, including current and potential market conditions and competitive
factors and risks, and have made an independent evaluation of all such matters and
reviewed our Franchise Disclosure Document, if applicable.
12. Original Document. This Amendment may be executed in any number of counterparts,
and delivered by facsimile or other electronic transmission, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.
13. Authority. Franchisee represents and warrants that the individual signing this
Amendment on its behalf has the necessary authority and legal capacity to execute this instrument and
represent Franchisee.
14. Effect. The terms of this Amendment are expressly made subject to and are governed by
the Franchise Agreement. Except as specifically amended by this Amendment, the Franchise Agreement
shall continue in full force and effect. In the event of a conflict between the terms of the Franchise
Agreement and this Amendment, this Amendment shall control.
IN WITNESS WHEREOF the parties have executed this Amendment as indicated below to take
effect as of the Effective Date.
FRANCHISEE: FRANCHISOR:
[INSERT FRANCHISEE ENTITY], a HILTON FRANCHISE HOLDING LLC,
[INSERT TYPE OF ENTITY] a Delaware limited liability company
By: By:
Name: Name:
Title: Title:
Executed: Executed:
E
XHIBIT
D-4
{000011-002419 00272930.DOC; 1} 1 2024 RESTAURANT BRAND AMENDMENT
RESTAURANT BRAND AMENDMENT TO FRANCHISE AGREEMENT
THIS RESTAURANT BRAND AMENDMENT TO FRANCHISE AGREEMENT (“Amendment”) is
made and entered into by and between HILTON FRANCHISE HOLDING LLC, a Delaware limited liability
company (“we,” “us,” or “our”) and the franchisee entity (“you,” or “your”) set forth in the Addendum
attached to the franchise agreement dated [INSERT DATE] (“Franchise Agreement”) as of [INSERT
DATE] (“Effective Date”).
WHEREAS, the Franchise Agreement permits you to operate the Hotel as a [INSERT] Brand hotel
(“Hotel”); you have applied to operate the restaurant and/or bar brand concept known as
[______________] (the “Restaurant Brand”) in connection with the operation of the Hotel; we are willing
to accept such application and grant a license to you to use the Restaurant Brand in the operation of a
restaurant and/or bar located at the Hotel Site pursuant to the Franchise Agreement as amended by this
Amendment.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are
acknowledged, we and you agree as follows:
1. Terms. Capitalized terms in this Amendment have the meaning set forth in the Franchise
Agreement, unless amended pursuant to Section 2 below.
2. Changes to Certain Defined Terms. Section 1 of the Franchise Agreement is amended as
follows:
(a) The following defined terms in Section 1 of the Franchise Agreement are deleted
and replaced with the following:
“Hotel” means the property you will operate under this Agreement and includes all
structures, facilities, appurtenances, furniture, fixtures, equipment, and entry, exit, parking
and other areas located on the Hotel Site we have approved for your business, including
the restaurant and/or bar operating under the Restaurant Brand, located on any land we
approve in the future for additions, signs, parking or other facilities.
“Brand” means with respect to the Hotel, the brand name set forth in the Addendum, and
the Restaurant Brand name with respect to the restaurant and/or bar at the Hotel Site to
be operated under the Restaurant Brand.
“Term” means the period from the Effective Date through the expiration of this Agreement
on the date set forth in the Addendum, unless terminated earlier under the terms of this
Agreement. The Term for the license of the Restaurant Brand shall expire on the earlier
of: (i) the termination of the Restaurant Brand Amendment to this Agreement or (ii) the
expiration or termination of this Agreement.
“Opening Date” means the day on which we authorize you to make available the facilities,
guestrooms or services of the Hotel to the general public under the Brand. However, the
“Opening Date” as it relates to the restaurant and/or bar using the Restaurant Brand shall
mean the day on which we authorize you to make available the Restaurant Brand
restaurant’s and/or bar’s services to the general public.
“Trade Name” means the name of the Hotel set forth in the Addendum, and with respect
to the operation of the restaurant and/or bar using the Restaurant Brand in connection with
the Hotel, the name “[_____________]”.
(b) The definition of “Manual” is amended to include the Restaurant Brand Guidelines.
(c) The definition of “Standards” is amended to include application to Restaurant
Brands licensed by us.
{000011-002419 00272930.DOC; 1} 2 2024 RESTAURANT BRAND AMENDMENT
(d) The definition of “System” is amended to include the elements that we designate
to distinguish restaurants and/or bars operating under the Restaurant Brand name, including know-how.
3. Grant of Non-Exclusive License. We and you acknowledge that in executing this
Amendment, and modifying certain of the defined terms in the Franchise Agreement during the term of this
Amendment, we are granting to you and you are accepting a limited, non-exclusive license to operate a
restaurant and/or bar on the Hotel Site using the Restaurant Brand name and other indicia of an Restaurant
Brand restaurant and/or bar during the Term applicable to the Restaurant Brand restaurant or bar, and you
are agreeing to comply with all Standards that have been and are in the future developed by us for use in
connection with the design, construction, renovation, refurbishment, appearance, equipment, furnishing,
supplying, opening, operating, maintaining, marketing, services, service levels, quality, and quality
assurance of Restaurant Brand restaurants and/or bars.
4. Our Responsibilities. Subsection 4.4 of the Franchise Agreement is amended by the
addition of the following new Subsection:
4.8 Restaurant Brand. We will provide you with a package of support materials
that may include menu templates, design and visual identity guides, and/or other
supporting collateral for the Restaurant Brand concept as we deem applicable. We do not
specify required menu items; provided, however, that we may specify the types and quality
level of the menu items that you may offer in the Restaurant Brand restaurant and/or bar
and the minimum service or meal periods (such as, for example, breakfast, lunch, dinner,
snack occasions, evening drinks and cocktail service, etc.). We will consult with you on
the design and build-out of your Restaurant Brand restaurant or bar; provided, however,
that you will always remain responsible for the design, construction, renovation,
refurbishment, appearance, equipment, furnishing, supplying, opening, operating,
maintaining, marketing, services, service levels, quality, and quality assurance of the
Restaurant Brand restaurants or bar at your Hotel Site. You are solely responsible for the
compliance of the Restaurant Brand restaurant or bar with Laws, and you must rely solely
on your own outside consultants for all architectural, engineering, or similar professional
services. Any advice, assistance, recommendation, or other consulting service we provide
is not intended to be and will not constitute any representation, warranty, agreement,
covenant, promise or guaranty of any kind or nature whatsoever.
5. Trade Name, Use of the Marks. Subsection 9.2.1 of the Franchise Agreement is amended
by the addition of the following sentence after the first sentence:
The restaurant and/or bar operated at the Hotel Site as a part of the Hotel under the Restaurant
Brand will be known by the Trade Name “[______________],” unless otherwise approved, or
changed by us.
6. Additional Operational and Other Requirements.
(a) Subsection 5.1.1 of the Franchise Agreement is deleted and replaced with the
following:
5.1.1 after the Opening Date, operate the Hotel twenty-four (24) hours a day;
provided, however, you will operate the Restaurant Brand restaurant and/or bar for all
required meal periods that we may specify;
(b) Subsection 5.1.3 of the Franchise Agreement is deleted and replaced with the
following:
5.1.3 comply with the Standards, including our specifications for all supplies,
products and services. We may require you to purchase a particular brand of product or
service to maintain the common identity and reputation of the Brand, and you will comply
with such requirements. With respect to the restaurant and/or bar using the Restaurant
{000011-002419 00272930.DOC; 1} 3 2024 RESTAURANT BRAND AMENDMENT
Brand, you must offer and sell the type and quality of food products that we specify. Unless
we specify otherwise, you may purchase products from any authorized source of
distribution; however, we reserve the right, in our business judgment, to enter into exclusive
purchasing arrangements for particular products or services and to require that you
purchase products or services from approved suppliers or distributors;
(c) Subsection 5.1.[27][28] of the Franchise Agreement is amended by deleting the
word “and” after the semicolon,
(d) Subsection 5.1.[28][29] of the Franchise Agreement is amended by changing the
period to a semicolon and adding the following subparagraphs:
5.1.[29][30] the Opening Date for the Restaurant Brand restaurant and/or bar
must be within twelve (12) months of the Effective Date of the Restaurant Brand
Amendment;
5.1.[30][31] after the Opening Date, operate the Restaurant Brand restaurant
and/or bar for all required meal periods as we may establish;
5.1.[31][32] you must display all material, including brochures and promotional
materials we provide for Restaurant Brand restaurants and/or bars, and allow advertising
and promotion of Restaurant Brand restaurants and bars on your Restaurant Brand
restaurant’s and/or bar’s premises; and
5.1.[32][33] comply with System Standards for the training of persons involved
in the operation of the Restaurant Brand restaurant and/or bar, including completion by
each member of the restaurant’s and/or bar’s staff of any training program for operation of
the restaurant and/or bar under the System, at a site we designate. You will pay us all fees
and charges, if any, we require for your personnel to attend these training programs. You
will also be responsible for the wages, room, board and travel expenses of your personnel.
7. Fees. In addition to the fees set forth in the Franchise Agreement, you will pay us the
following additional fees in connection with your Restaurant Brand license:
(a) Initial Fee. An initial fee of Thirty-Five Thousand Dollars ($35,000), due and
payable on execution of this Amendment (“Initial Fee”) as consideration for our grant to you of the right to
use the Restaurant Brand as specified by this Amendment. The Initial Fee shall be deemed to have been
earned by us at the time of execution of this Amendment by you and shall not be refundable.
(b) Annual Fee. An amount equal to Nine Thousand Five Hundred Dollars ($9,500)
(“Annual Fee”) is due and payable to us annually upon invoice. The Annual Fee will be paid to us at the
place and in the manner we designate. For the avoidance of any doubt, this fee (i) will be due and we will
have all rights related to this fee as set forth in the Franchise Agreement related to the other fees due under
the Franchise Agreement, and (ii) is paid in addition to any other fees set forth in the Franchise Agreement.
8. Lease; Competition; Transfer. Notwithstanding anything set forth in the Franchise
Agreement to the contrary, you understand and acknowledge that: (i) you may not lease or sublease
commercial space in your Restaurant Brand restaurant and/or bar, or enter into concession arrangements
for operations in connection with your Restaurant Brand restaurant and/or bar; (ii) any Restricted Area
granted by Franchisor shall not apply to Franchisee with respect to the Restaurant Brand or its Restaurant
Brand restaurant and/or bar; (iii) you may not enter into a Change of Ownership Transfer for your Restaurant
Brand restaurant and/or bar unless you are also transferring your Hotel in the same transaction; (iv) any
Change of Ownership Transfer for your Hotel must also include a transfer of your Restaurant Brand
restaurant and/or bar in the same transaction, unless we approve a termination of this Amendment; and (v)
if you enter into a Change of Ownership Transfer for your Hotel, we have the right to terminate this
Amendment and have no obligation to grant a license to your Transferee to use the Restaurant Brand in
the operation of a restaurant and/or bar located at the Hotel Site. Further, in any transaction referred to in
{000011-002419 00272930.DOC; 1} 4 2024 RESTAURANT BRAND AMENDMENT
clauses (iii) or (iv) above, the Transferee for your Hotel and the Restaurant Brand restaurant or bar operated
as part of your Hotel must be the same entity.
9. Termination. You acknowledge and agree: (i) the expiration or termination of the Franchise
Agreement will terminate all of your rights to use the Restaurant Brand; and (ii) this Amendment can be
terminated for any of the grounds set forth in the termination provisions of the Franchise Agreement,
whether or not the Franchise Agreement is also terminated, following which you will have no further right
to use the Restaurant Brand in connection with the operation of a restaurant or bar at the Hotel Site.
10. Your Obligations On Termination or Expiration. In the event of a termination or expiration
with respect to your right to use the Restaurant Brand, in addition to, and not in lieu of, any of your
obligations that arise on termination or expiration of the Franchise Agreement, you will immediately:
(a) cease using the Restaurant Brand name, and any other names, marks, trade
dress, systems, insignia, symbols, and other rights, procedures and methods licensed to you under this
Restaurant Brand Amendment with respect to the operation of a restaurant and/or bar, and any confusingly
similar names, marks, trade dress, systems, insignia, symbols, procedures and methods;
(b) deliver all goods and materials containing that portion of the Marks related to the
Restaurant Brand to us and we will have the sole and exclusive use of any items containing those Marks;
(c) make any specified changes to the Hotel and the Hotel Site as we may reasonably
require for the purpose of de-identifying your restaurant and/or bar, which will include removal of the signs,
custom decorations and promotional materials related to the operation of a Restaurant Brand restaurant
and/or bar;
(d) cease representing yourself or the Hotel as then or formerly operating a restaurant
and/or bar as a Restaurant Brand restaurant and/or bar;
(e) return all copies of the Restaurant Brand Guidelines to us; and
(f) cancel all assumed name or equivalent registrations relating to your use of the
Restaurant Brand name in connection with the operation of a Restaurant Brand restaurant and/or bar at
the Hotel, and irrevocably assign and transfer to us (or to our designees) all of your right, title and interest
in any domain name listings and registrations that contain any reference to the Restaurant Brand name, all
to the same extent as would be required under Subparagraphs 13.6.6 and 13.6.7 of the Franchise
Agreement on termination of that agreement.
11. Representations and Warranties. Subsection 16.11.1 of the Franchise Agreement is
deleted in its entirety and replaced with the following:
16.11.1 you have independently investigated the risks of operating the Hotel and a
restaurant and/or bar under the Brand, including current and potential market conditions
and competitive factors and risks, and have made an independent evaluation of all such
matters and reviewed our Franchise Disclosure Document, if applicable.
12. Original Document. This Amendment may be executed in any number of counterparts,
and delivered by facsimile or other electronic transmission, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.
13. Authority. Franchisee represents and warrants that the individual signing this Amendment
on its behalf has the necessary authority and legal capacity to execute this instrument and represent
Franchisee.
14. Effect. The terms of this Amendment are expressly made subject to and are governed by
the Franchise Agreement. Except as specifically amended by this Amendment, the Franchise Agreement
{000011-002419 00272930.DOC; 1} 5 2024 RESTAURANT BRAND AMENDMENT
shall continue in full force and effect. In the event of a conflict between the terms of the Franchise
Agreement and this Amendment, this Amendment shall control.
IN WITNESS WHEREOF the parties have executed this Amendment as indicated below to take
effect as of the Effective Date.
FRANCHISEE: FRANCHISOR:
[INSERT FRANCHISEE ENTITY], a HILTON FRANCHISE HOLDING LLC,
[INSERT TYPE OF ENTITY] a Delaware limited liability company
By: By:
Name: Name:
Title: Title:
Executed: Executed:
EXHIBIT E
1
BRAND STATE CITY QUALIFIER FACILITY ID TYPE DATE
U.S. GUARANTY OF FRANCHISE AGREEMENT
Insert Hotel Name
[THE BRACKETED LANGUAGE IS INSERTED FOR A SITE RELATED GUARANTY WITH TENANT-
IN-COMMON (TIC) OWNERSHIP]
THIS U.S. GUARANTY OF FRANCHISE AGREEMENT (“Guaranty”) is executed as of [Date]
(“Effective Date”) by __________________________, a ________________________[jointly, severally,
individually and collectively] (“Guarantor”), in favor of HILTON FRANCHISE HOLDING LLC, a Delaware
limited liability company (“Franchisor”) confirm Franchisor entity, as consideration of and as an
inducement to Franchisor to execute the franchise agreement with an Effective Date of [Date] (referred to
in this Guaranty collectively, along with all applicable amendments, addenda, riders, supplemental
agreements and assignments, as the “Franchise Agreement”) between Franchisor and
______________________________, a ____________________________ (“Franchisee”). Capitalized
terms not otherwise defined in this Guaranty shall have the same meaning as in the Franchise
Agreement. Guarantor agrees as follows:
[WHEREAS, Guarantor has represented that it owns a tenant-in-common interest in the real
property and improvements comprising (or that will comprise) the Hotel (the “Property”);]
1. Guaranty. Guarantor hereby unconditionally and irrevocably [jointly, severally,
individually and collectively,] guaranties to Franchisor: (a) the full and prompt payment of all sums owed
by Franchisee to Franchisor and to Franchisor’s Affiliates under the Franchise Agreement, any related
agreements, and otherwise relating to the Hotel, including, but not limited to, all fees and charges,
interest, default interest, and other costs and fees (including, without limitation, attorneys’ fees in
connection with enforcement of the Franchise Agreement; and (b) the performance of all other obligations
of Franchisee arising under the Franchise Agreement and any related agreements (collectively, the
“Obligations”). On default by Franchisee and notice from Franchisor to Guarantor, Guarantor will
immediately make payment in full of all past due amounts owing to Franchisor or Franchisor’s Affiliates,
and perform each Obligation of Franchisee.
2. Waivers of Certain Rights and Defenses. Each Guarantor waives: (a) any right
Guarantor may have to require that an action be brought against Franchisee or any other person as a
condition of Guarantor’s liability under this Guaranty; (b) all rights to payments and claims for
reimbursement or subrogation which any of the undersigned may have against Franchisee arising as a
result of Guarantor’s execution of and performance under this Guaranty; (c) any law or statute which
requires that Franchisor or its Affiliates make demand on, assert claims against or collect from Franchisee
or any others, foreclose any security interest, sell collateral, exhaust any remedies or take any other
action against Franchisee or any others before making any demand on, collecting from or taking any
action against Guarantor under or with respect to this Guaranty; and (d) any and all other notices and
legal or equitable defenses to which Guarantor may be entitled.
4. Information Requests. Guarantor must deliver to Franchisor: (a) complete and current
financial information about Guarantor as Franchisor may reasonably request; and (b) any other
information about Guarantor that Franchisor reasonably requests.
5. Additional Provisions.
(a) Each Guarantor jointly and severally holds harmless, and agrees to defend,
protect, and indemnify Franchisor from any actions, causes of action, liabilities, damages, losses, and
fees (including attorneys’ fees) and all other claims of every nature which may arise as a result of any
dispute between or among any of Guarantors and any other persons or entities.
2
BRAND STATE CITY QUALIFIER FACILITY ID TYPE DATE
[INSERT FOR TIC AND DELETE THE ABOVE 5(a) - Guarantor, jointly, severally,
individually and collectively, agrees to defend, protect, indemnify and hold harmless, Franchisor from any
actions, causes of action, liabilities, damages, losses, and fees (including attorneys’ fees) and all other
claims of every nature which may arise as a result of any dispute between or among any of Guarantors
and any other persons or entities.]
(b) Franchisor may assign this Guaranty without in any way affecting Guarantor’s
liability. This Guaranty will inure to the benefit of Franchisor and its Affiliates and their successors and
assigns and will bind Guarantor and Guarantor’s heirs, executors, administrators, successors, and
assigns.
(c) Notices must be in writing and must be delivered in person, by prepaid overnight
commercial delivery service, or by prepaid United States Mail, overnight, registered or certified, with
return-receipt requested, to the following addresses:
If to Franchisor:
Hilton Franchise Holding, LLC
Attention: General Counsel
7930 Jones Branch Drive, Suite 1100
McLean, VA 22102
If to Guarantor:
INSERT Name and Address
If Guarantor wants to change the notice address set forth above, Guarantor shall notify Franchisor in
writing in accordance with the delivery procedure set forth in this Subsection [4]5(c). A Notice will be
deemed effective on the earlier of: (i) receipt or first refusal of delivery; (ii) one (1) day after posting if sent
by overnight commercial delivery service or overnight United States Mail; or (iii) three (3) days after
placement in the United States Mail if overnight delivery is not available to the Notice address.
(d) Guarantor represents, warrants and covenants to Franchisor that Guarantor,
including its directors, officers, senior management, shareholders and other persons having a controlling
interest in Guarantor: (i) is not, and, to your actual or constructive knowledge, is not owned or controlled
by, or acting on behalf of, Sanctioned Persons or, to Guarantor’s actual knowledge, otherwise the target
of Trade Restrictions; (ii) have not and will not obtain, receive, transfer or provide any funds, property,
debt, equity or other financing related to the Franchise Agreement and the Hotel or Hotel Site to/from any
entity that qualifies as a Sanctioned Person or, to your actual or constructive knowledge, is otherwise the
target of any applicable Trade Restrictions’ (iii) Guarantor is familiar with the provisions of applicable Anti-
Corruption Laws and shall comply with applicable Anti-Corruption Laws in performance of its obligations
under or in connection with this Guaranty and the Franchise Agreement and any related agreements;
(iv) any funds received or paid in connection with entry into or performance of this Guaranty have not
been and will not be derived from or commingled with the proceeds of any activities that are proscribed
and punishable under the criminal laws of the United States, and that Guarantor is not engaging in this
transaction in furtherance of a criminal act, including acts in violation of applicable Anti-Corruption Laws;
(v) in preparation for and in entering into this Guaranty, Guarantor has not made any Improper Payment
or engaged in any acts or transactions otherwise in violation of any applicable Anti-Corruption Laws, and,
in connection with this Guaranty or the performance of Guarantor’s obligations under this Guaranty, you
will not directly or indirectly make, offer to make, or authorize any Improper Payment or engage in any
acts or transactions otherwise in violation of any applicable Anti-Corruption Laws; (vi) except as otherwise
disclosed in writing to Franchisor, neither Guarantor, nor, to your actual or constructive knowledge, any of
its direct or indirect shareholders (including legal or beneficial shareholders), officers, directors,
employees, agents or other persons designated by you to act on your own behalf or receive any benefit
under this Guaranty, is a Government Official; (vii) any statements, oral, written, electronic or otherwise,
that Guarantor submits to Franchisor, Franchisor Affiliate, or any third party in connection with the
representations, warranties, and covenants described in this Subsection are truthful and accurate and do
not contain any materially false or inaccurate statements; (viii) Guarantor will make reasonable efforts to
assure that its respective appointed agents in relation to this Guaranty comply in all material respects with
the representations, warranties, and covenants described in this Subsection; and (ix) will notify Franchisor
3
BRAND STATE CITY QUALIFIER FACILITY ID TYPE DATE
in writing immediately on it actual or constructive knowledge, the occurrence of any event which would
render the foregoing representations and warranties of this Subsection incorrect.
(e) Each Guarantor warrants and represents to Franchisor that Guarantor has the
requisite power to execute, deliver and perform the terms and provision of this Guaranty, and that this
Guaranty is a valid, binding and legally enforceable obligation of each Guarantor in accordance with its
terms.
(f) If there is more than one Guarantor named in this Guaranty, any reference to
Guarantor will mean any one or all Guarantors. Each Guarantor agrees that all obligations of each
Guarantor are joint and several.
[INSERT NEW PARAGRAPH (g) FOR TIC AND UPDATE LETTERING BELOW: (g)
Notwithstanding anything to the contrary contained in Section 12.0 of the Franchise Agreement,
Guarantor may not transfer its tenant-in-common interest in the Property without prior written notice by
Franchisee to Franchisor, and prior written consent of Franchisor to Franchisee, subject to and in
accordance with the applicable Transfer provisions of the Franchise Agreement.]
(g) No failure or delay on Franchisor’s part in exercising any power or privilege under
this Guaranty will impair any such power, right or privilege or be construed as a waiver of its rights under
this Guaranty.
(h) If any provision of this Guaranty is determined by a court of competent
jurisdiction to be unenforceable, all of the other provisions will remain effective.
(i) This Guaranty embodies the entire agreement between Franchisor and
Guarantor with respect to the matters set forth in this Guaranty and supersedes all prior agreements with
respect to the matters set forth in this Guaranty.
6. Governing Law. Except to the extent governed by the United States Trademark Act of
1946 (Lanham Act; 15 U.S.C. 1050 et seq.), as amended, this Guaranty and any and all disputes
relating to this Guaranty will be governed by the laws of the State of New York without recourse to New
York choice of law or conflicts of law principles; provided, however, that nothing in this Section is intended
to invoke the application of any franchise, business opportunity, antitrust, “implied covenant,” unfair
competition, fiduciary or any other doctrine of law of the State of New York or any other state that would
not otherwise apply absent this Section [5 or 6].
7. Jurisdiction and Venue. The parties agree that any action related to this Guaranty shall
be brought in the U.S. District Court for the Eastern District of Virginia, in Alexandria, Virginia or, if that
court lacks subject matter jurisdiction, then in a court of competent jurisdiction whose jurisdiction includes
either Fairfax County, Virginia or New York, New York, or in the county or state where the Hotel is
located. Guarantor consents to personal jurisdiction and venue in each of these jurisdictions and waives
and agrees not to assert, move or otherwise claim that the venue in any of these jurisdictions is for any
reason improper, inconvenient, prejudicial or otherwise inappropriate.
8. WAIVER OF JURY TRIAL. GUARANTOR HEREBY WAIVES ITS RIGHT TO A TRIAL
BY JURY WITH RESPECT TO THE ENFORCEMENT OF THIS GUARANTY.
[INSERT THIS CLAUSE FOR EACH SITE-RELATED GUARANTY (TIC OR OTHERWISE):]
9. [Possible Termination of Guaranty. Franchisor will offer Guarantor its then-current
standard form termination of guaranty agreement releasing Guarantor from future Obligations under this
Guaranty if the following conditions are met: (a) Franchisor receives a copy of the deed evidencing that
Franchisee owns fee simple title to the real property on which the Hotel is or will be sited or a copy of a
ground lease to which Franchisee is a party with an unrelated third-party ground lessor for a term at least
equal to the term of the Franchise Agreement; (b) Guarantor sends a written request to Franchisor to
4
BRAND STATE CITY QUALIFIER FACILITY ID TYPE DATE
terminate the Guaranty; and (c) at the time of Guarantor’s request, Franchisee is in good standing under
the Franchise Agreement and has not been in default under the Franchise Agreement at any time during
the twenty-four (24) month period before Guarantor’s request.]
GUARANTOR ACKNOWLEDGES THAT GUARANTOR WAS AFFORDED THE OPPORTUNITY
TO READ THIS GUARANTY AND TO REVIEW IT WITH AN ATTORNEY OF GUARANTOR’S CHOICE
BEFORE SIGNING.
IN WITNESS WHEREOF, [each] Guarantor has executed this Guaranty as of the Effective Date.
GUARANTOR:
By:
Name:
Title:
E
XHIBIT F
2024 U.S. (including DC and Territories) Franchise Application
{018316-002419 00290025.DOCX; 2}
This application is to be completed online via the Hilton Application Tracker (HAT) internet portal. The online
version may appear in a different format. As an alternative, we may provide a paper application. We may update
or modify this application at any time.
HILTON FRANCHISE APPLICATION
This franchise application (“Application”) includes the following:
• Instructions for Submitting an Application
• Part 1 - Application Checklist
• Part 2 - Application Letter
• Part 3 - Application Form
Instructions for Submitting an Application:
1. Have a required signer for the Applicant access the current Franchise Disclosure Document (“Disclosure
Document”) for the applicable brand through the E-Disclosure procedure and complete the procedure by
clicking “Submit” on the Electronic Receipt page. If Applicant received a paper version of the Disclosure
Document, have a required signer for the Applicant sign and date the “Receipt” page at the end of the
Disclosure Document and return it immediately by mail to your development representative.
2. All information must be legible and in English. Please type or print the information. For your
convenience, the Application may be filled out electronically, saved and printed.
3. Attach supporting documents/information indicated in the Application Checklist. If the Application is
not completed and/or supporting documentation is not attached, you must include an explanation of why
the Application is not completed or the supporting documentation is not attached.
4. Applicant must be a natural person or an existing legal entity. You must provide a complete
organizational chart up to the ultimate owning entity/entities and the ultimate individual owners of the
Applicant.
5. Applicant must pay the franchise application fee (“Franchise Application Fee”) by check or wire
transfer when the Application is submitted or promptly after expiration of the waiting period specified
below. Please confirm the amount of your franchise application fee with your Developer.
NOTE: APPLICANT SHOULD NOT SUBMIT PAYMENT OF THE FRANCHISE APPLICATION
FEE UNTIL AT LEAST THE DAY AFTER THE 14TH FULL CALENDAR DAY FOLLOWING THE
DATE APPLICANT RECEIVED THE DISCLOSURE DOCUMENT IN PAPER FORM OR
THROUGH THE E-DISCLOSURE PROCEDURE.
NOTE: Applicant must also pay the applicable Property Improvement Plan (“PIP”) fee if the Application
is for a Conversion, Relicensing, or Change of Ownership.
2024 U.S. (including DC and Territories) Franchise Application
{018316-002419 00290025.DOCX; 2}
Required Signatures:
The Application Letter must be signed and dated by the Applicant, or on behalf of the Applicant, by a
person or persons with the capacity and authority to do so. The signatures required for valid execution of
the Application Letter may vary depending on the laws under which the Applicant is established or resident.
These laws must be complied with. Our minimum requirements for signatures are as follows:
Applicant
Signers
Individual(s)
Each Individual
Corporate Entity
President, Vice President or other authorized officer
General Partnership
Each General Partner
Limited Partnership
Any General Partner
Limited Liability Company
Managing Member(s) or other authorized Member(s)
Trust
Trustee(s)
Estate
Executor or Administrator
2024 U.S. (including DC and Territories) Franchise Application
{018316-002419 00290025.DOCX; 2}
Part 1: Application Checklist
The following items must be included for the Application to be complete. We reserve the right to request
additional information as we consider appropriate:
Disclosure Document Receipt signed and dated or submitted electronically by Applicant (see page 1), if applicable.
Application Letter signed and dated by Applicant, with completed Application pages.
Franchise Application Fee dated and/or received no earlier than the day after the 14th full calendar day after the date
the Applicant received the Disclosure Document. Example: If you receive the Disclosure Document on January 1
st
, then
the earliest you may pay the Franchise Application Fee will be 15 days after that date, on January 16
th
.
A certification of formation or similar document evidencing the Applicant Entity’s status in the jurisdiction of formation.
Complete Ownership Structure Form for Applicant and its underlying ownership entities.
Complete Ownership Structure Form for fee title holder or lessor/sublessor of Hotel/Hotel Site if related to Applicant.
Market or feasibility study, if available, or on request.
Site Control Document and all amendments (e.g., recorded deed, recorded ground lease, recorded purchase option,
binding letter of intent, binding purchase agreement) in the name of Applicant or its affiliate.
Site Plan, Aerial and Location Map with site identified (consult your Developer for site plan requirements).
List of hotels owned or managed by Applicant.
CONVERSION PROJECTS - In addition to the above, include the following items:
Conversion Indemnity Letter (if applicable)
3 Years’ Hotel Operating Statistics (Summary Statement)
2024 U.S. (including DC and Territories) Franchise Application
{018316-002419 00290025.DOCX; 2}
Part 2: Application Letter
Name of Applicant:
(“Applicant”)
Location:
(“Location”)
Brand (check one):
Canopy by Hilton
Hampton Inn & Suites by Hilton
Motto by Hilton
Conrad
Hilton
Signia by Hilton
Curio Collection by Hilton
Hilton Garden Inn
Spark by Hilton
DoubleTree by Hilton
Home2 Suites by Hilton
Tapestry Collection by Hilton
DoubleTree Suites by Hilton
Homewood Suites by Hilton
Tempo by Hilton
Embassy Suites
LivSmart Studios by Hilton
Tru by Hilton
Hampton Inn by Hilton
LXR
Waldorf Astoria
This franchise application letter (“Application Letter”) is provided to Hilton Franchise Holding LLC
(“Franchisor”), a subsidiary of Hilton Worldwide Holdings Inc. (“Hilton Worldwide”), authorized to
consider and process an application for a franchise to operate a hotel under the Brand at the Location in the
United States (“Hotel”). The present or future subsidiaries and affiliates of Hilton Worldwide are
collectively referred to as “entities” (“Entities”). Applicant understands that Franchisor is relying on the
information provided in this application and all documents submitted by Applicant and co-owners and their
agents, advisers and representatives in connection with or in support of the application, including, but not
limited to, this Application Letter (together, the “Application”). Applicant agrees to supply such additional
information, statements or data as may be requested by Franchisor. Applicant represents, warrants, and
undertakes to Franchisor and the Entities, that:
1. All information contained in the Application is true, correct and complete as of the date of this
Application Letter. Applicant will promptly inform Franchisor of any change in any of the information
provided in the Application.
2. Both Applicant and the undersigned have the authority to make the Application and to enter into a
franchise agreement (“Franchise Agreement”) for the proposed Hotel at the Location. Neither the making
of this Application nor the execution of a Franchise Agreement will conflict with nor put Applicant in
breach of the terms of any agreements to which Applicant, its affiliates or the undersigned are a party or by
which Applicant or its affiliates are bound. Neither Applicant nor its affiliates have been induced by Hilton
Worldwide to terminate or breach any agreement with respect to the Location.
3. Certain information concerning Franchisor’s system for the Brand, including the Disclosure
Document (if required under applicable law), the manual and the Franchise Agreement (together, the
“Franchise Information”), has been made available to Applicant. Applicant is generally familiar with the
Franchise Information and its requirements and is applying for the form of Franchise Agreement provided.
Applicant undertakes to treat the manual which it may receive from Franchisor as confidential. Applicant
acknowledges and agrees that the Franchise Information is the property of Hilton Worldwide and/or the
Entities, and that Applicant obtains no right, title or interest in or to any of the Franchise Information.
Applicant agrees not to use the Franchise Information unless and until a Franchise Agreement is entered
into and then in accordance with the terms and conditions of the Franchise Agreement.
4. Applicant acknowledges that Hilton Worldwide and the Entities do not enter into oral agreements
or understandings with respect to the Franchise Agreement, and as that of the date of this Application Letter
there are no oral agreements or understandings between Applicant and Hilton Worldwide or the Entities
with respect to the proposed Franchise Agreement.
2024 U.S. (including DC and Territories) Franchise Application
{018316-002419 00290025.DOCX; 2}
5. Applicant acknowledges that the Franchise Application Fee must be enclosed with the Application
if the mandatory waiting period specified in Paragraph 5 of the Instructions has expired, or must be paid
promptly after expiration of the mandatory waiting period. If the Application is not approved or if Applicant
withdraws the Application before it is approved, the Franchise Application Fee will be fully refunded,
without interest, less $7,500 for time and expenses incurred by Franchisor in processing the Application.
If the Application is approved, the Franchise Application Fee will not be returned or refunded under any
circumstances (even if approval is conditioned on Applicant providing additional information). For a
Change of Ownership Application, if Franchisor approves the Application, and the approved change of
ownership does not occur, then Franchisor will refund the Franchise Application Fee without interest, less
$7,500. Franchisor reserves the sole right to approve or disapprove the Application for any reason. If the
Application is approved, Applicant must provide any additional information requested, meet any additional
requirements and sign the Franchise Agreement within the time period Franchisor specifies, and all other
ancillary documents within the time period designated by Franchisor, failing which Franchisor may
terminate the proposed hotel project and retain the Franchise Application Fee. The Franchise Application
Fee may be invested, combined with other funds or otherwise used as Hilton Worldwide deems appropriate.
6. Applicant authorizes credit agencies/bureaus, financial institutions, companies and individuals to
disclose to Hilton Worldwide any and all information for the purpose of Hilton Worldwide and the Entities
completing any necessary credit and/or background investigations in connection with this Application and
execution of any Franchise Agreement.
7. Applicant, jointly and severally if applicable, agrees to indemnify and defend Hilton Worldwide
and the Entities and their respective officers, directors, employees, agents, representatives, and assignees
(collectively, the “Hilton Worldwide Indemnitees”) against, and to hold them harmless from, all losses in
connection with the Application and the Location, including breach of any representations, warranties or
undertakings contained herein and all claims, demands, suits, causes of action, liabilities, losses or
otherwise, directly or indirectly incurred (including legal and accounting fees and expenses), and including
claims as a result of Franchisor processing the Application and/or approving a Franchise Agreement. Each
Hilton Worldwide Indemnitee shall have the right independently to take any action it may deem necessary
in its sole discretion to protect and defend itself against any threatened action subject to Applicant’s
indemnification, without regard to the expense, forum or other parties that may be involved. Each Hilton
Worldwide Indemnitee shall have sole and exclusive control over the defense of any such action (including
the right to be represented by counsel of its choosing) and over the settlement, compromise or other
disposition thereof. Hilton Worldwide may rely on any information, statement or notice from the Applicant
pertaining to the Location or Franchise Agreement without having to investigate or ascertain the accuracy
of any fact or allegation in the information, statement or notice.
8. This Application Letter may be executed in counterparts, each of which shall be deemed an original.
This Application Letter must be signed by an authorized signatory for the Applicant (see Guidelines for
Submitting a Franchise Application for required signatories).
9. This Application shall be governed by and construed in accordance with the substantive laws of the
State of New York, without regard to its choice of law principles.
Signature:
Date:
Individual’s
Name:
Entity Name,
if any:
Position:
2024 U.S. (including DC and Territories) Franchise Application
{018316-002419 00290025.DOCX; 2}
Part 3: Application Form
HILTON FRANCHISE APPLICATION
APPLICANT
NAME OF APPLICANT (entity name may not include any
of our marks or any variations/initials):
State in which Applicant’s principal business address (or if
Applicant is an individual, permanent residence) is located:
Type:
[ ] Corporation
[ ] Limited Partnership
[ ] General Partnership
[ ] Limited Liability Company
[ ] Individual
[ ] Trust
[ ] Other (specify)
[ ] Limited Liability Partnership
Birth or
Formation
Information:
Date:
(Month/Day/Year)
/ /
State/Province, Country:
U.S. Social Security Number (last 4 digits only)/EIN/
Canada SIN/Government Identification Number:
FOR LEGAL NOTICES*
PRINCIPAL CORRESPONDENT
Name:
Street Address:
City
State/Province
Zip/Postal Code
Telephone #:
Fax #:
Email:
*Note: This is your official contact information for our records. Do not include your attorney or advisors here.
Your address may not be the Hotel or a P.O. Box.
MANAGEMENT INFORMATION
THE PROPOSED HOTEL WILL BE MANAGED BY:
[ ] A General Manager who will be employed by the Applicant
The General Manager will be:
[ ] A Management Group under a Management Agreement with the Applicant
Company Name and Contact:
Address:
Telephone:
Fax:
Email:
Approval of this Application does not mean that your proposed management is approved.
You must obtain Franchisor’s separate written approval of the proposed management of the Hotel.
2024 U.S. (including DC and Territories) Franchise Application
{018316-002419 00290025.DOCX; 2}
LIST ALL HOTELS OWNED AND/OR OPERATED BY APPLICANT
AND ITS EQUITY OWNERS
(Attach additional pages if necessary)
Owner/Operator Name
Brand/Property Name, City/State
Description of Interest
% Equity
2024 U.S. (including DC and Territories) Franchise Application
{018316-002419 00290025.DOCX; 2}
OWNERSHIP STRUCTURE OF APPLICANT ENTITY
INSTRUCTIONS: Please provide a complete breakdown of the owners of the Applicant Entity and any related
entity that holds/will hold fee title to the Hotel. For complex structures, please attach a detailed organizational
chart (see next page). If these owners are other legal entities, please include a breakdown of their underlying
ownership. That means you should provide the name and description/percentage of ownership interest of all
individuals who own and/or control these entities. Copy this form as needed to provide multiple structures.
Example:
Entity/Person’s Name
SSN (last 4
digits), EIN,
Canada SIN
or Gov’t ID#
Description
of Interest
%
Interest
Business Address &
Telephone
XYZ Corp.
-
John Doe, President 50%
-
Jane Doe, Shareholder 50%
12-3456789
1234
5678
General
Partner
1%
XYZ Corp. Address/Phone
John Doe Address/Phone
Jane Doe Address/Phone
ABC, L.L.C.
-
BDC, Inc., its managing member 25%
-
Bill Davis, President 100%
-
Bill Davis Family Trust, member 25%
-
Bill Davis, Trustee
-
Bill Davis, Jr., Beneficiary 100%
-
Bill Davis, member 50%
23-4567891
34-5678912
9012
45-6789123
2345
6789
same as above
Limited
Partner
99%
ABC, L.L.C. Address/Phone
BDC, Inc. Address/Phone
Trust Contact Address/Phone
Bill Davis Address/Phone
ENTITY NAME:
OWNERSHIP STRUCTURE
(provide additional pages if necessary)
Entity/Person’s Name
SSN (last 4
digits), EIN,
Canada SIN
or Gov’t ID#
Description
of Interest
%
Interest
Business Address &
Telephone
2024 U.S. (including DC and Territories) Franchise Application
{018316-002419 00290025.DOCX; 2}
ORGANIZATIONAL CHART
INSTRUCTIONS: Please attach a full organizational chart for the Applicant entity (and Applicant’s
affiliate that will lease or sublease the Hotel or the Hotel Site to Applicant, if applicable) showing all direct
and indirect equity owners up to the ultimate individual owners (but excluding public shareholders or
passive investors in an institutional investment fund). For each equity owner, please describe the type of
interest held in the entity (e.g., shareholder, general partner, limited partner, manager, member, trustee, etc.)
and show the percentage of ownership of each equity owner.
For example:
Ultimate Owner A
(x% ownership interest)
Ultimate Owner B
(x% ownership interest)
Ultimate Owner C
(x% ownership interest)
Entity A
(x% shareholder)
Entity B
(x% shareholder)
Entity C
(x% shareholder)
Applicant
2024 U.S. (including DC and Territories) Franchise Application
{018316-002419 00290025.DOCX; 2}
HOTEL/SITE/SITE CONTROL INFORMATION
Location of Hotel/Hotel site:
Street Address/Coordinates:
City, State/Province:
Zip/Postal Code:
Country:
Brand:
Canopy by Hilton
Hampton Inn & Suites by Hilton
Motto by Hilton
Conrad
Hilton
Signia by Hilton
Curio Collection by Hilton
Hilton Garden Inn
Spark by Hilton
DoubleTree by Hilton
Home2 Suites by Hilton
Tapestry Collection by Hilton
DoubleTree Suites by Hilton
Homewood Suites by Hilton
Tempo by Hilton
Embassy Suites
LivSmart Studios by Hilton
Tru by Hilton
Hampton Inn by Hilton
LXR
Waldorf Astoria
Development Type:
New Development*
Conversion
Change of Ownership
Relicensing
(*new build/adaptive reuse)
Hotel Affiliation (for New Development/Conversion applications only):
Has there ever been a franchise, branded management, affiliation, or similar agreement pertaining to the
proposed hotel or site?
No
Yes/Describe:
Is the hotel currently under contract with another hotel chain?
No
Yes/Specify hotel chain:
Hotel Facilities (existing and/or proposed):
Total Guest Units:
# of Standard Rooms:
# of Suites:
# of Stories:
Year Built (open hotel)
Meeting Space?
No
Yes: sq. ft
# of Mtg Rms:
Ballroom?
No
Yes/Description/square footage:
Fitness Center?
No
Yes/Description:
Spa?
No
Yes/Description:
Swimming Pool?
Hot Tub/Jacuzzi?
Food & Beverage Facilities (outlets, capacity, meals served, operated/leased, current/planned brand names):
Other Retail Outlets (type, operated/ leased, current/planned brand names):
Other Amenities (specify):
Shared Facilities?
No
Yes/Description:
Condo Residences?
No
Yes/(#):
Hotel Rental Program?
No
Yes/Description:
2024 U.S. (including DC and Territories) Franchise Application
{018316-002419 00290025.DOCX; 2}
Hotel Site /Building Information:
Total sq footage of site:
Zoned for hotel development?
No
Yes
Max height allowed by zoning:
Ft.
Stories
Site/Development Restrictions?
No
Yes/Describe:
Please describe Applicant’s current form of site control for the Hotel or Hotel Site:
Owned by Applicant (attach copy of recorded deed)
Ground lease (attach copy of recorded ground lease)
Expiration Date:
Binding option agreement (attach copy of recorded agreement)
Exercise Deadline:
Binding purchase agreement (attach copy of executed agreement)
Closing Deadline:
Other/Describe:
If Hotel or Hotel Site is currently owned by someone else other than Applicant, please indicate:
Hotel/Hotel Site owner name:
Street Address:
State/Province:
Zip/Postal Code:
Country:
Telephone:
Fax:
Email:
Related to Applicant?
No
Yes/Describe:
If Hotel or Hotel Site will, upon close of purchase, be owned by someone other than Applicant, please
indicate:
Fee owner/Lessor name:
Street Address:
City, State/Province:
Zip/Postal Code:
Country:
Telephone:
Fax:
Email:
Related to Applicant?
No
Yes/Describe and provide ownership structure of fee owner.
2024 U.S. (including DC and Territories) Franchise Application
{018316-002419 00290025.DOCX; 2}
FINANCIAL INFORMATION/PROJECT TIMELINE
Estimated Project Costs - New Development Project:
Costs
Overall
Per Key
Land:
US$
US$
Construction:
US$
US$
FF&E:
US$
US$
Other:
US$
US$
Total Project Costs:
US$
US$
Estimated Project Costs – Conversion or Change of Ownership (existing hotel):
Costs
Aggregate
Per Key
Purchase Price/Current Market Value:
US$
US$
Renovations/Upgrades:
US$
US$
Other:
US$
US$
Total Project Costs:
US$
US$
Estimated Project Timeline:
Forecasted Construction/Renovation Start Date:
Forecasted Construction/Renovation Completion Date:
Operating Projections:
Assumptions
Year 1
Year 2
Year 3
Year 4
Year 5
% Occupancy
Avg Daily Rate (US$)
Financing/Refinancing Information:
Do you have a loan or loan commitment for this project?
No
Yes (continue)
Name of Lender(s):
Loan Amount:
Percentage Equity:
Description:
New?
Existing?
Is the loan (or will the loan be) cross-collateralized by other hotels/real estate assets or cross-defaulted to
any other loan(s)?
No
Yes/Describe:
Deadlines associated with Project or Application:
Are there any critical deadlines we should know about in processing your application, such as purchase
closings or financing commitment deadlines?
No
Yes/Describe:
E
XHIBIT G
HITS Agreement (USA) (Version 10.2023) Inn Code/Project: %InnCodeProj% Version: %Version%
1
INFORMATION TECHNOLOGY SYSTEM AGREEMENT
THIS INFORMATION TECHNOLOGY SYSTEM AGREEMENT (“Agreement”) is entered into as of %CreationDate% (the
“Effective Date”) by and between Hilton Systems Solutions, LLC (“HSS”) and %LegalEntity% (“Customer”), each of which is a
“Party” and both of which are, collectively, the “Parties”. This Agreement includes all of its attachments, exhibits, schedules and
Order Documents as well as all other documents expressly incorporated into it by reference.
RECITALS
Customer is a party to a management agreement and/or franchise agreement with an affiliate of HSS for the %BrandCodeDesc%
hotel located at %PropertyAddressLine%, (the “Hotel”). Customer is entering into this Agreement in order to obtain and use
certain information technology (“IT”) products, services and systems for and at the Hotel.
ARTICLE 1.
DEFINITIONS AND ORDER DOCUMENTS
1.1 Use of Relationship Agreement. The provisions of this Agreement will be deemed to include all of the terms,
requirements, covenants and conditions contained in either (i) the Customer’s Franchise Agreement; or (ii) the Customer’s
Management Agreement, (the “Relationship Agreement”), with such modifications as are necessary to make them applicable to
this Agreement and the Parties as if set out in full in this Agreement. In the event that both a Customer’s Franchise Agreement
and Customer’s Management Agreement exist, without prejudice to Article 7 (Precedence and Interpretation) then only the
terms, requirements, covenants and conditions contained in the Customer’s Franchise Agreement will be deemed to be
incorporated into this Agreement
1.2 Definitions. Unless otherwise defined in the body of this Agreement or in Annex 1 – Definitions, all of the defined words
and expressions used in this Agreement have the meanings set out in the Relationship Agreement.
1.3 Ordering Software, Services and Authorized Equipment. Customer may order Software, Services and Authorized
Equipment by submitting an HSS-approved form of order document (“Order Document”) to HSS. Once accepted by HSS the
Order Document becomes part of this Agreement.
ARTICLE 2.
SOFTWARE, FEES AND MASTER AGREEMENTS
2.1 License to Software. HSS licenses to Customer the Proprietary Software and sublicenses to Customer the Certified
Third Party Software set forth in the Order Document on the terms and conditions set forth in this Agreement.
2.1.1 Customer may be required to execute a separate license agreement directly with one or more third party
software providers in connection with Certified Third Party Software not licensed from HSS and such Certified Third
Party Software will be licensed on the terms and conditions set out in such separate license agreement.
2.1.2 The Proprietary Software and Certified Third Party Software for which there is no separate license agreement
are licensed or sublicensed to Customer under this Agreement on the following terms and conditions:
2.1.1
a) The license is personal, non-exclusive and non-transferable.
(a) T
b) The Software may be used by Customer solely on the Authorized Equipment and solely for the operation
of the Hotel.
(b) E
c) Except for a single copy of Certified Third Party Software which may be maintained by Customer for
archival back-up purposes, Customer will not reproduce or reuse, in whole or in part, any Software,
documentation or materials comprising any portion of the Information System in any manner (whether directly
or in creating a new use or otherwise) without the prior written consent of HSS. Customer will not cause or
permit any reverse engineering, disassembly or de-compilation of any of the Software or any review of
Software data structures.
(c) C
d) Customer will accept all patches, bug fixes, updates, version upgrades, maintenance and service packs
HITS Agreement (USA) (Version 10.2023) Inn Code/Project: %InnCodeProj% Version: %Version%
2
(collectively, “Patches”) from HSS or the relevant Preferred Provider that are deemed necessary by HSS for
the proper function and security of the Software. HSS is not responsible for performance or security issues
that result from Customer’s failure to accept the application of Patches.
(d) C
e) Customer recognizes the confidential and proprietary nature of the Software and agrees to maintain the
Software in confidence in accordance with Article 6 (Confidentiality). Customer will not permit the Software
and related documentation to be used or accessed by anyone other than Customer’s employees or contractors
pursuant to Section 2.1.2 (b) who are bound by obligations of confidentiality no less stringent than those set
forth herein.
2.1.2
2.1.3 Customer will not remove or obscure any copyright, trademark, other mark or confidentiality notices affixed
to any Software and will not modify it or combine it with or into any other program, data or device.
(a)
2.1.4 No legal or equitable title to or ownership of any of the Software or any proprietary rights therein are
transferred to Customer under this Agreement other than the limited software license specified herein.
2.1.5 Customer acknowledges and agrees that the Software is owned by HSS, HSS’s Affiliates and/or their
respective licensors and that everything in the Software, including all intellectual property, is proprietary to HSS, HSS’s
Affiliates and/or their licensors, respectively. Customer also acknowledges and agrees that HSS may, at its discretion,
make changes in, and substitutions of the Software. Any new or additional Software made available to Customer by
HSS is licensed to Customer under the terms of this Agreement.
2.2 Fees and Payment. All Fees are subject to change by HSS and/or the relevant third party as applicable. Customer
will make all payments under or required by this Agreement in United States Dollars and within thirty (30) days of receipt of the
invoice therefore.
2.3 Master Agreements with Third Parties. HSS or its designee may, without warranty or representation of any kind,
negotiate with any third party vendor a master services, software or equipment purchase or lease agreement (collectively, the
“Master Agreements”) and permit Customer to purchase or lease Authorized Equipment, license software and purchase services
from those third party vendors (each a “Preferred Provider”) pursuant to the terms of the applicable Master Agreements. The
Preferred Providers may require Customer to execute a joinder or participation agreement for the applicable Master Agreement,
in substantially the forms contained in schedules to the relevant Order Document (collectively, the “Joinder Agreements”).
Customer will be bound by the terms of that Master Agreement as specified in the relevant Joinder Agreement(s) and will be
directly and solely responsible for Customer’s compliance with and performance under the Joinder Agreement.
2.4 Customer Cooperation. Customer will provide HSS and its Affiliates and its and their respective third party providers
with such cooperation relating to HSS’s performance of its obligations under this Agreement as HSS may reasonably request
from time to time. Customer agrees to comply with the Information System’s regulations, rules and policies as HSS may
determine from time to time. Customer also agrees to comply with the Brand Standards.
ARTICLE 3.
AUDITS
Customer will maintain records sufficient to permit verification of Customer’s compliance with this Agreement. Upon forty-five
(45) days written notice (or such shorter period of time as may be required under any applicable Master Agreement), HSS or its
designee may perform examinations, tests, audits, inspections and reviews of Customer’s compliance with this Agreement,
including by using the services of one or more third parties. Customer will cooperate with HSS’s audit activities and provide
reasonable assistance and access to information when requested, including to all of the following: (a) any part of any facility,
including the Hotel, at which any Services and products provided pursuant to this Agreement are performed, provided or used;
(b) the employees and contractors Customer uses in connection with its operation of the Hotel; and (c) data and records. No
such audit will unreasonably interfere with Customer’s normal business operations. Customer agrees that HSS will not be
responsible for any of Customer’s costs incurred in cooperating with any audit.
ARTICLE 4.
TERMINATION
4.1 4.1 Termination. HSS may terminate this Agreement by written notice to Customer on any of the following grounds:
HITS Agreement (USA) (Version 10.2023) Inn Code/Project: %InnCodeProj% Version: %Version%
3
(a)
4.1.1 Customer fails to pay any sums due and payable under this Agreement and fails to cure such failure within
the cure period set forth in the notice, which will not be less than ten (10) days;
(b)
4.1.2 Customer breaches its obligations under Article 6 (Confidentiality);
(c)
4.1.3 Customer fails to refresh the Authorized Equipment at the Hotel as required by HSS; and
(d)
4.1.4 Customer breaches any other provision of this Agreement and does not cure that breach within the cure
period set forth in the notice, which will not be less than thirty (30) days.
This Agreement will automatically terminate upon the termination or expiration of the Relationship Agreement.
4.2 4.2 Customer’s Obligations upon Termination or Expiration. Upon any such termination the licenses granted to Customer
under this Agreement, and the obligations of HSS to provide any Agreement Products and Services will immediately terminate.
Customer will immediately cease using all Agreement Products and Services and promptly at HSS’s discretion return any and
all Agreement Products to HSS other than Authorized Equipment Customer owns or destroy the same; provided, however, that
Customer must return to HSS all Software contained in such Authorized Equipment. All of Customer’s covenants and obligations
under this Agreement will survive termination and expiration.
4.3 4.3 Termination Fees. Upon termination of this Agreement Customer will pay: (a) all unpaid Fees related to the Agreement
Products and Services, Software and Authorized Equipment incurred by Customer; (b) all costs to HSS of all the Agreement
Products and Services, Software and Authorized Equipment that exceeds what the Customer paid for same; (c) all termination,
penalty or administrative fees that would not be payable but for the termination for cause; (d) all costs related to disabling the
Agreement Products and Services, together with related intervention or administration fees; (e) all costs and fees for any
Authorized Equipment, Authorized Equipment maintenance Services, Software, Software maintenance Services, network and
other Services HSS and its Affiliates, in their sole discretion, provide to Customer at Customer’s request after the termination
effective date; and (f) all termination fees identified in the Customer’s Order Document.
4.4 4.4 Suspension of Service. If Customer fails to comply with the Information System use regulations, rules or policies, or is
otherwise in default under this Agreement HSS may, in its sole discretion: (a) disable Customer’s access to or use of all or any
part of the Information System and suspend any part of the Services provided or supported under this Agreement and (b)
suspend and withhold performance of HSS’s obligations under this Agreement. Customer will not be entitled to any
compensation, refund or reduction in charges as a result of such action. Customer agrees that any such disabled access and
suspension from the Information System will not constitute or result in actual or constructive termination or abandonment of this
Agreement, or a waiver or release of any right to terminate. HSS may charge Customer for the cost relating to such disabling
and suspending and, if Customer’s defaults are cured as required, re-enabling such access and resuming such obligations, if
any, together with related intervention or administration fees.
4.5 Limitation on Access. If HSS determines in its sole discretion that it is necessary or advisable in order to protect in any
way and for any reason the Information System, HSS may bar Customer’s access to the Information System and may temporarily
or permanently remove any or all data or other files. Such reasons include, without limitation, HSS or third party provider’s
determination that: (a) Customer’s network connection, software, equipment or files may infect the Information System with
Malicious Code, (b) internet access by the Customer or Customer’s access to or use of the Information System is in violation of
the applicable acceptable use policy governing use of the provider’s services or any law or (c) Customer’s network connection,
software, equipment or files may cause harm to or disrupt the Information System. Neither HSS nor any such third party provider
will be liable for any inconvenience or disruption to the Customer or any consequences thereof caused by such measures.
ARTICLE 5.
DISCLAIMERS
5.1 HSS makes no representations or warranties as to any Certified Third Party Software, any Authorized Equipment or
any Services provided by any Preferred Provider and will have no liability whatsoever for the terms and conditions
thereof, performance of any obligations or other agreements therewith, any equipment purchased, leased, or installed,
any Services performed, any use of any software, or any software licensed or sublicensed by any Preferred Provider.
The sole warranties provided to Customer, if any, with respect to the Certified Third Party Software, Authorized
Equipment or Services provided by the Preferred Providers are provided by the applicable third party vendor pursuant
to a written warranty, if any, provided to Customer by such third party vendor. In the event Customer notifies HSS of
any condition which Customer believes constitutes a breach of any warranty provided by a Preferred Provider, HSS
will, upon Customer’s request, provide reasonable cooperation and assistance in notifying such third party vendor of
HITS Agreement (USA) (Version 10.2023) Inn Code/Project: %InnCodeProj% Version: %Version%
4
such condition and in urging such third party vendor to correct such condition. HSS reserves the right to make changes
and substitutions in the components of the Information System.
5.2 Except as specifically provided in this Article 5 (Disclaimers), HSS disclaims all express or implied warranties with
respect to the Software, Authorized Equipment, Services and Information System, including without limitation, any
implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, design, accuracy,
capability, sufficiency, suitability, capacity, completeness, availability, compatibility, or those that may arise from
course of dealing or course of performance or that any Software, Services or Authorized Equipment provided
hereunder will not violate the intellectual property rights of and person or entity. HSS does not guarantee, warrant, or
make any representations to the effect that any of the Software, Authorized Equipment, Services or Information System
provided or made available to Customer under this Agreement (a) will be continuously available, uninterrupted or
defect- free, delay-free, or error-free, (b) will have its defects or errors corrected, (c) will operate in combination with
any Customer or third party software, system, service, data or equipment not made available by HSS, (d) will be free of
Malicious Code or other harmful components, or (e) will be accurate or complete. HSS does not guarantee, warrant or
make any representations regarding the use of, or the results of, any of the Software, Authorized Equipment, Services
or Information System in terms of its respective correctness, accuracy, reliability, or otherwise.
5.3 HSS will not be liable for, and makes no warranty or guarantee of, the confidentiality or privacy of any data or other
files transmitted to, on, from or through the Agreement Products and Services and/or the Information System and is
not responsible for any delays, delivery failures, or other damage resulting from such problems arising in connection
therewith. HSS is not responsible for any issues related to the performance, operation or security of the Services that
arise from Customer content, Customer applications or third party content. HSS is not responsible for incorrect or
inaccurate entry information, or destroyed, impaired or lost data, whether caused by Customer or by any of the
equipment or programming associated with or utilized in the Information System or by any technical or human error
which may occur in the processing of any information related to the Information System.
5.4 HSS will have no liability to third parties for any claims, losses or damages of any type whatsoever arising out of or in
any way related to the access to or any use of any of the Agreement Products and Services or any part of the Information
System. Customer will be responsible for, and Customer will indemnify HSS and its Affiliates and hold them harmless
from and against any and all allegations, losses, demands, claims (including taxes), liabilities, damages (including
punitive and exemplary), fines, penalties and interest, and all related costs and expenses of whatever nature (including
reasonable attorneys’ fees and disbursements and costs of investigation, litigation, experts, settlement, judgment,
interest and penalties) from any individual or entity which arise out of Customer’s (a) access to or any use of any of
the Agreement Products and Services or any portion of the Information System, and (b) acts and omissions under this
Agreement, including without limitation infringement of any intellectual property rights.
5.5 HSS reserves the right for any reason, including, but not limited to, Customer’s failure to comply with the Information
System’s use regulations, rules and policies, to temporarily bar access of Customer to the Information System and/or
to temporarily or permanently remove any or all data or other files if HSS or the third party provider hereunder
determines or receives notice that Customer’s network connection, software, equipment or files may infect the
Information System with a virus, that internet access by the Customer or Customer’s access to or use of the information
system is in violation of the applicable acceptable use policy governing use of the internet service provider’s services
(“AUP”) or any governmental law or regulation or that Customer’s network connection, software, equipment or files
may cause harm to or disrupt the Information System. HSS and the third party provider will not be liable for any
inconvenience or disruption to the Customer caused by such measures.
5.6 HSS may inform governmental authorities or interested third parties if HSS suspects, believes or receives notice that
Customer’s data or other files contain legally prohibited information or are being used for illegal purposes. Customer
acknowledges that HSS or the third party provider may monitor and review stored data and other files without
restriction and Customer hereby acknowledges and consents to such monitoring. Customer also acknowledges that
HSS or the third party provider may need to release Customer’s data or other files when HSS or the third party provider
believes it must do so in order to comply with a law, subpoena, warrant, order or regulation arising from litigants, law
enforcement, courts and other governmental agencies. Neither HSS nor the third party provider will be responsible or
liable to Customer for any such actions taken by HSS or the third party provider
5.7 The remedies provided in this Agreement constitute Customer’s sole and exclusive remedies. In no event will HSS be
liable for any special, incidental, consequential or exemplary damages, including without limitation damages for loss
of use, lost profits or loss of data or information of any kind, arising out of or in connection with this Agreement,
whether or not HSS has been advised of the possibility of such loss or damage. In no event will HSS’s liability to
Customer arising out of or in connection with this Agreement, whether in contract, tort or otherwise, exceed the
HITS Agreement (USA) (Version 10.2023) Inn Code/Project: %InnCodeProj% Version: %Version%
5
amounts actually paid by Customer to HSS under this Agreement during the six (6) month period immediately preceding
the time that the cause of action giving rise to such liability first accrues.
5.8 To the extent not prohibited by law, the warranties contained in this Article 5 (Disclaimers) are exclusive and there are
no other express or implied warranties or conditions.
ARTICLE 6.
CONFIDENTIALITY
Customer will maintain the confidential and proprietary nature of the Proprietary Software, Certified Third Party Software,
Information System, Services and any and all information, documentation and materials of HSS and HSS Affiliates which are
disclosed under or provided or made available to Customer under or in connection with this Agreement. The foregoing includes
without limitation proprietary ideas, patentable ideas, copyrights, trade secrets, existing and contemplated products and services,
software, schematics, research and development, discoveries, inventions, methods, processes, materials, algorithms, formulas,
specifications, designs, data, strategies, plans, and know-how, whether tangible or intangible (collectively, the “Confidential
Information”). Customer will maintain such Confidential Information in confidence and agrees not to disclose or otherwise make
available the Confidential Information to any person or entity other than Customer’s employees at the Hotel who are bound by
obligations of confidentiality no less stringent than those set forth herein, without prior written consent of HSS. Customer further
agrees to take all reasonable steps and precautions, necessary to protect the Confidential Information from unauthorized use or
disclosure.
ARTICLE 7.
PRECEDENCE AND INTERPRETATION
The terms and conditions of Customer’s use of the Agreement Products and Services and the Information System will be
governed exclusively by this Agreement and any applicable Joinder Agreements notwithstanding any different terms submitted
by Customer to HSS. In the event of any conflict between this Agreement and any Order Document, the Order Document will
control. Terms in the Relationship Agreement addressing the same issue as terms in this Agreement will be deemed to be
additional and complimentary to this Agreement’s terms except to the extent that such Relationship Agreement terms specifically
conflict with the terms of this Agreement in which case the terms of this Agreement will control.
IN WITNESS WHEREOF, by the signature of its respective authorized representative, each of the Parties agrees to be bound
by all of the terms of this Agreement.
HSS
Hilton System Solutions, LLC
CUSTOMER:
%LegalEntity%
By:
%HiltonApproverSignature%
By:
%HotelApproverSignature%
Name:
%AMERCountersigner%
Name:
%HotelApproverName%
Title:
%AMERCountersignerTitle%
Title:
%HotelApproverTitle%
Date:
%HiltonApprovedDate%
Date:
%HotelApprovedDate%
HITS Agreement (USA) (Version 10.2023) Inn Code/Project: %InnCodeProj% Version: %Version%
6
ANNEX 1
DEFINITIONS
As used in this Agreement, the following terms have the meanings given to them below.
1. “Agreement Products and Services” means, collectively, the Software, Authorized Equipment, Services, subscriptions,
Information System, documentation and all other materials identified herein that is or may be made available to Customer
pursuant to this Agreement.
2. “Authorized Equipment” means equipment that has met HSS standards for operating as part of the Information System and
which is made available for purchase or lease under this Agreement or a Joinder Agreement.
3. “Certified Third Party Software” means software licensed by third parties to Customer or sublicensed by HSS to Customer
and listed in the applicable Order Document.
4. “Fees” means, collectively, all of the fees, charges and expenses chargeable to or due from Customer under this Agreement,
including any Order Document.
5. “Information System” means, collectively, the software, equipment and IT systems made available by HSS and its Affiliates
for Customer’s access, use or benefit, including without limitation the OnQ® technology.
6. “Malicious Code” means any virus, worm, trojan horse, spyware, adware, rootkit, ransomware, scareware, rogueware,
backdoor, trap door, logic bomb or similar item intended to cause or capable of causing undesired effects, security breaches
and/or damage to a system or a system’s contents.
7. “Proprietary Software” means software owned by HSS or its Affiliates.
8. “Services” means the services provided under this Agreement.
9. “Software” means the Certified Third Party Software and Proprietary Software.
HITS Agreement (USA) (Version 10.2023) Inn Code/Project: %InnCodeProj% Version: %Version%
7
ORDER DOCUMENT
Customer Name:
%LegalEntity%
Customer Contact:
%GMName%
Customer Address:
%PrimaryContactName%
%PrimaryContactAddressBlock%
%PropertyName%
%PropertyAddressBlock%
Property Name:
%PropertyName%
Issue Date:
%CreationDate%
This Order Document is issued under and is a part of the Information Technology System Agreement (“Agreement”) between
Hilton Systems Solutions, LLC (“HSS”) and %LegalEntity% (“Customer”) and includes all of its schedules, attachments, and
exhibits as well as all other documents expressly incorporated into it by reference. It becomes effective on the date identified
by HSS under the signature blocks below (“Order Effective Date”) and when signed by both parties is automatically incorporated
into and becomes part of the Agreement. All licenses and sublicenses of software, all subscriptions, all Services and all
equipment provided herein or obtained hereunder are subject to the terms and conditions of the Agreement and to the terms of
this Order Document. Unless otherwise specified the defined terms in this Order Document have the meanings given them in
the Agreement.
The pricing provided here for goods and services provided by HSS is valid for a period of ninety (90) days following the date of
issue of this Order Document to Customer (“Issue Date”). Should this Order Document not be signed by the Customer within
those (90) days, Customer must obtain written confirmation from HSS that the pricing requested by Customer remains in effect.
Except as otherwise noted herein or in the applicable invoice all payments required by this Order Document must be made in
United States Dollars within thirty (30) days of receipt of the invoice therefore. Customer acknowledges and agrees that HSS or
its Affiliates may derive revenues and/or other material consideration on all or a portion of the fees paid by Customer and that
HSS may use third parties to perform the Services. All fees indicated are exclusive of applicable taxes, shipping, insurance,
rigging, duties and other related fees and expenses, all of which are payable by Customer. Provision of the Authorized
Equipment, Software and Services is made in consideration of the Customer’s promise herein to pay the fees therefor and is
subject to Customer’s timely payment of such fees. HSS may delegate certain of its operational responsibilities hereunder to
third parties but remains responsible therefore.
EXECUTION INSTRUCTIONS: Please sign this Order Document, each of the documents in Schedule C and any other
Schedules indicated as needing your signature.
IN WITNESS WHEREOF, by the signature of its respective authorized representative, each of the parties agrees to be bound
by all of the terms of this Order Document.
HSS
Hilton System Solutions, LLC
CUSTOMER:
%LegalEntity%
By:
%HiltonApproverSignature%
By:
%HotelApproverSignature%
Name:
%AMERCountersigner%
Name:
%HotelApproverName%
Title:
%AMERCountersignerTitle%
Title:
%HotelApproverTitle%
Date:
%HiltonApprovedDate%
Date:
%HotelApprovedDate%
The Order Effective Date for this Order Document is the date it is signed by HSS.
HITS Agreement (USA) (Version 10.2023) Inn Code/Project: %InnCodeProj% Version: %Version%
8
1. Software and Related Services.
1.1 Software and Interfaces. HSS licenses to Customer the following Proprietary Software and sublicenses to Customer use of the
Certified Third Party Software included herein under the terms specified in the Agreement.
A. Base Operational Software (Proprietary Software unless otherwise noted):
Software
Those Being Licensed
to Customer are Noted with
“X”
1.
OnQ™ Software
%SysTwentyOneInterfaceSW%
2.
OnQ™ Virus Software and Client Access Licenses (Certified Third Party Software)
%SOPHOS%
3.
OnQ™ Software Update Distribution
%SCCM%
4.
OnQ™ Interface Software
- Call Accounting
%CallAccounting%
- PBX
%PBX%
- Voice Messaging
%VoiceMail%
- Point Of Sale
%POS%
- Movie Only Billing
%MovieSystem%
- TV Services (Express Checkout, Movies, etc.)
%VideoCheckOut%
- Mini-Bar Posting
%MiniBarPosting%
- Credit Card Authorization & Settlement
%CreditCard%
- Guest Internet Access
%INetCallAccounting%
- Combined HSIA & PayTV
%TVandHSIA%
- PPIC
%PPIC%
- Electronic Key
%ElectronicKey%
- Energy Management
%EnergyMgmt%
- Police
%Police%
- Back Office
%BackOffice%
- Guest Call Center
%CallCenter%
- Parking
%Parking%
- Spa
%SPA%
- Convention and Event
%CONFEVENT%
- Digital Compendium
%Intelity%
- Housekeeping/Engineering/Rapid Response
%HOTSOS%
B. Additional Software. HSS may require that Customer use additional Proprietary Software and Certified Third Party Software for the
proper operation of the Agreement Products and Services. Such Software made available to Customer by HSS is licensed to Customer
under the terms of this Agreement.
1.2 Documentation. HSS will provide the following documentation as appropriate:
A. Implementation Documentation
OnQ® Proposal
OnQ® Implementation Guide
OnQ® Installation Guide
B. Training Manuals
Pre-Conversion Training Material
Proprietary Software CBT
Proprietary Software On-line Coach
1.3 Training and Training Materials.
There are a number of training modules applicable for each job role regarding the Proprietary Software’s function. The Hotel is responsible
for ensuring that all employees who have responsibilities related to the use of the Proprietary Software complete the applicable training
modules prior to the implementation of the Proprietary Software and Certified Third Party Software above at the Hotel, or within ten (10)
days of employment, as agreed to with HSS. All such Hotel staff must successfully complete the training as a prerequisite to receiving
permission from HSS’s installation team to complete the implementation of the Proprietary Software and Certified Third Party Software.
The Training Matrix, part of the Required Training Documents (“RTD”) provided by HSS, must be completed and verified by the HSS
Implementation Specialists.
HITS Agreement (USA) (Version 10.2023) Inn Code/Project: %InnCodeProj% Version: %Version%
9
HITS Agreement (USA) (Version 10.2023) Inn Code/Project: %InnCodeProj% Version: %Version%
10
1.4 Cost of Certain Installation, Implementation and Training Services. The cost of certain installation, implementation, and training
services (including the HSS implementation specialists) and materials are set forth below. These costs and travel expenses will be billed
to Customer by HSS or the Preferred Provider following installation of the Information System. Additional costs for training replacement
General Managers or other Hotel personnel will be billed to Customer prior to such training dates at the then current rate charged by HSS
for such training.
1.5 Site Surveys. HSS will determine if an onsite, remote or combined Site Survey is required. Customer and HSS will mutually determine
the scope, schedule and timing of a site survey that may be required for the preparation, installation and/or implementation of OnQ (the
“Site Survey”). HSS and Customer will identify the responsible parties for each aspect of the Site Survey. In preparation for any Site
Survey, Customer will provide information and documentation relative to the Hotel as requested by HSS, including, but not limited to,
hotel drawings, room locations and wiring diagrams. If HSS performs on-site services during the Site Survey, the Customer is responsible
for providing timely access to the Hotel property, as well as complimentary room nights with confirmed reservations at the Hotel, as
needed in the course of performing the Site Survey. A Hotel representative will be appointed by Customer to provide escort and access
to guest rooms for the room inspection portion of the Site Survey. The fees and costs for any work performed by HSS relative to the Site
Survey, including any fees for creation and validation of the wireless network design, any travel expenses, per diem fees and other out-
of-pocket related costs, will be billed separately by HSS to the Customer. Any additional costs incurred due to delays in performing the
Site Survey caused by the Customer’s Hotel will also be billed to Customer.
1.6 Implementation Services. HSS may, in its sole discretion, provide remote, on-site or combined implementation services for
Customer’s Authorized Equipment and related Certified Third Party Software. Some are described below but more exact requirements
may be set forth in the applicable Brand Standards and are subject to change by HSS or Hilton Domestic Operating Company Inc.
(“HDOC”) or their affiliates or subsidiaries from time to time. HSS will provide the services using Systems Implementation consultants.
The number of consultants and number of days they will be used will be determined by HSS based upon the size and type of the Hotel
and the Hotel’s IT requirements. These consultants may:
(a) work with the Hotel, which is responsible for the cost of building the Hotel’s database, including the verification of the proper
functioning of the Software, installation, conversion, implementation, data conversion or recovery;
(b) provide procedural support for the property management system to the Hotel’s management;
(c) work with the Hotel’s management to adapt their use of the Information System to meet the Hotel’s requirements;
(d) support the Hotel’s staff in their use of the Information System through the Hotel’s management;
(e) work with the Hotel’s management to assure that the Hotel has all necessary tools for the implementation of the Information System
(i.e., Authorized Equipment, Certified Third Party Software, documentation, etc.);
(f) install or approve the installation of equipment to meet the requirements of the Hotel, HSS and the manufacturer of the Authorized
Equipment;
(g) work with third party vendors to meet the technical criteria for interface communications (i.e., central reservations, call accounting,
energy management, doorlock, guest internet access, etc.);
(h) verify that all front desk staff and Hotel’s management have successfully completed the Information System & Training;
(i) identify and address operational problems that involve the Information System; and
(j) formulate and present recommendations that maximize efficient use of the Information System;
1.7 Authorized Equipment Installation. Whether Customer elects to purchase or lease Authorized Equipment from a Preferred Provider
through one of the Master Agreements HSS will coordinate the installation of such Authorized Equipment at the Hotel.
A. Customer or HSS, in HSS’s discretion, will obtain and maintain throughout the term hereof, at Customer’s cost, the necessary
communication vehicles and services for direct communication between HSS and the Hotel as is reasonably necessary for the operation
of, and for the diagnosing of issues involving, the Agreement Products and Services, including without limitation, network access and
wide area network connections to the Central Reservation System and Internet.
B. Customer will make available, at its own expense, prior to the agreed upon installation date a location that, in HSS’s opinion, is suitable
for installation of such Authorized Equipment. Customer will furnish any electrical connections and dedicated phone lines which may be
required by HSS and will perform and pay for all work, including alterations, which in the sole discretion of HSS is necessary to prepare
the Hotel for the installation and proper operation of the Authorized Equipment.
C. Any delay in shipment and installation of Authorized Equipment or Certified Third Party Software, including delays by communications
vendors, Preferred Providers, or any other retailers, will, for the duration of such delay, excuse any failure of HSS to install the Authorized
Equipment on or before the agreed upon installation date. However, HSS will use commercially reasonable efforts to require such
approved vendors to comply with their service level agreements as to installation and shipment timing for Customer’s installation, in
accordance with such approved vendor agreements.
D. If Customer elects to purchase such Authorized Equipment from another retailer, it will be installed at the Hotel on a date mutually
agreed to by HSS and Customer following HSS’s determination that it conforms to HSS’s specifications and testing procedures and can
be configured with the Software.
HITS Agreement (USA) (Version 10.2023) Inn Code/Project: %InnCodeProj% Version: %Version%
11
HITS Agreement (USA) (Version 10.2023) Inn Code/Project: %InnCodeProj% Version: %Version%
12
1.8. Software Installation.
A. Unless specifically stated as being implemented by HSS, it is Customer’s obligation to install the Software on the Authorized Equipment
and any related hardware at such time as HSS designates in writing to Customer. The Software may be installed in phases such that
one or more Software modules may be installed and/or be operational prior to other Software modules. Customer will be responsible for
all fees and costs incurred in the installation of Software and any related Software.
B. If Customer purchases the Authorized Equipment from HSS or a Preferred Provider, the Preferred Provider or HSS will install the
Software and any related software as described in this Agreement on the Authorized Equipment and HSS will complete the installation
at the Hotel, as applicable, on the agreed upon installation date. If Customer does not purchase the Authorized Equipment from the
Preferred Provider, HSS will install the Software and any related software at such time as HSS designates in writing to Customer. The
Software may be installed in phases such that one or more Software modules may be installed and/or operational prior to other Software
modules. The Software modules to be installed will be as set out above and in this Agreement, and Customer hereby agrees to permit
the Preferred Provider or HSS to install any and all other Software modules on the Authorized Equipment in or at the Hotel, as provided
for herein.
C. If Customer purchases Authorized Equipment from a retailer other than the Preferred Provider, Customer will pay for configuring the
Authorized Equipment purchased from such retailer, with the Software. Customer will also be responsible for shipping and shipping
related costs to and from HSS for such configuration.
1.9 Third Party Interface Testing and Connectivity. If Customer requires the implementation of any OnQ® Interface software for
connectivity to third party systems, Customer will be responsible for any fees assessed by the third party vendors to test and implement
the necessary connectivity. In addition, Customer will be required to make arrangements with any such third party vendor to provide the
necessary assistance required to test and to implement the interface connectivity. This assistance requires the vendor to be on-site at
the time of testing and implementation, unless the third party vendor can perform all necessary tasks (as defined by HSS) through a
remote connection to the Customer’s third party system. The cost incurred by any third party vendors for testing and implementing
connectivity to third party systems will be billed to Customer by HSS, or such vendors for the license of each copy of the Proprietary
Software and the Certified Third Party Software licensed to Customer by HSS
1.10 Certain Costs and Payment Terms.
A. Software License Fees. Customer will pay HSS, Preferred Provider or another retailer approved by HSS, a fee for the license of each
copy of the Proprietary Software and the Certified Third Party Software, licensed or sublicensed to Customer by third parties or installed
on the Authorized Equipment at the Hotel (the “License Fees”).
Proprietary OnQ® Software License
$%SystemTwentyOneSWFee%
Proprietary OnQ® Interface Software Licenses
$%SystemTwentyOneLicenseFee%
OnQ® Virus and CAL Licenses
$%SystemTwentyOneVirusSW%
If additional Hotel guest rooms (or suites) are added or constructed by Customer for Customer's Hotel at any time after the Effective Date
of the Agreement, Customer will pay the cost of additional License Fees based upon the increase in such rooms. Currently, the cost of
the License Fees per additional room is $120.00.
B. Cost of the Authorized Equipment, Certified Third Party Software and Other Fees. The cost of the Authorized Equipment, Certified
Third Party Software and other fees are shown below. The costs will be invoiced to Customer by HSS or by the Preferred Provider.
Authorized Equipment and Certified Third Party Software
$%SystemTwentyOneHWFee%
Standard Upgrade Fee
$%StandardUpgradeFee%
Standard Plus Software License Fees
$%StandardPlusSoftwareFee%
C. Cost of Training and Training Materials. The cost of the training is shown below. This cost will be invoiced to Customer by HSS or
the third party provider HSS may use at the same time as it renders its invoice to Customer for the License Fees. Additional costs for
training replacement general managers or other hotel personnel will be invoiced to Customer prior to such training dates.
Customer will be responsible for charges incurred for use of Virtual Private Network (“VPN”) to access the OnQ® training hotel. These
costs include fees from HSS’s current VPN access provider, for up to 5,000 minutes of network access as well as HSS internal costs for
configuration services. VPN access will be terminated for each property at the time of hotel opening or live utilization of the Information
System.
Training System Access Fee
$%TrainSysAccessFee%
HITS Agreement (USA) (Version 10.2023) Inn Code/Project: %InnCodeProj% Version: %Version%
13
There is currently no additional charge for the CBT training modules which are included within the software.
Information System Planning Workshop
$%SystemTwentyOnePlanningWS%
Sales Skills Training: For the Hampton and Homewood brands (N/A for other brands), attendance is required by general manager,
assistant general manager, or full-time sales manager within ninety (90) days of employment.
$%SalesTrainingFee%
General Manager Leadership Program:
For ES/HH/HIS/HW/DT/DC (N/A for other brands):
$%GMTrainingFee%
Pre-Opening Materials
For ES/HH/HIS/HW/DT/DC (N/A for other brands):
$%PreOpeningFee%
D. Cost of Installation and Implementation Services. The cost of the installation and implementation services (including the cost of the
Systems Implementation Specialists but excluding the cost of any services described in any other schedules) is shown below. This cost
will be invoiced to Customer by HSS or the Preferred Services Provider at the same time as it renders its invoice to Customer for the
Proprietary Software.
Preferred Provider Fee:
(Configuration fees and Training Room Network Installation, as applicable)
(Includes travel expenses)
$%ServicesPreferred%
Project Management, Contracting and Sales fee (“PMCS Fee”)
$%ServicesPMCS%
Site Survey (travel expenses are additional)
$%HHCSiteSurvey%
Installation Support Fee
$%InstallSupport%
Implementation services:
(Travel expenses to be billed at actual per guidelines below for others)
$%ImplementationFee%
Delphi Project Management Fee
$%DELPHIPM%
Delphi Implementation Fee
$%DELPHIIMP%
Executive Briefing and Change Management
$%DevRecovery%
Email Setup Fee:
$%Email%
Hi Tech Fee:
$%HiTechFeeOne%
Firewall Equipment and Configuration and/or Converged Network Install
$%Firewall%
IT Opening Project Manager
$%INTLITOPENPM%
Digital Floor Plan Billing Management
$%DigitalFloorSetup%
Salesforce Community License
$%SALESFORCE%
GRO Setup Fee
$%GROSETUP%
Promptly following HSS’s providing of the Services, an invoice will be submitted to Customer for HSS’s representatives’ out-of-pocket
expenses, any additional per diem charges for its representatives (as described in the Notes below), any re-scheduling fee, and any
additional travel expenses as set forth above, which invoice will be payable within fifteen days of Customer’s receipt of same.
TOTAL PRICE
$%TotalPrice%
*TOTAL PRICE EXCLUDES TAXES, SHIPPING & ANY MONTHLY FEE ITEMS NOTED HEREIN
Notes:
(i) Promptly following HSS’s providing of the Services, if applicable, due to implementation delays or requested incremental days on-site, an invoice will
be submitted to Customer for HSS’s representatives’ out-of-pocket expenses, any additional per diem charges for its representatives, any re-scheduling
fee, and any additional travel expenses as set forth above, which invoice will be payable within fifteen days of Customer’s receipt of same.
(ii) Customer will pay according to the terms of any invoice(s) submitted to Customer, including any provision for late charges, the fee for the installation
of any telephone line(s) or wide area network connection(s) necessary for connection of the Authorized Equipment
(iii) The cost to configure equipment obtained by Customer from a non-preferred retailer, to be included here, when applicable.
HITS Agreement (USA) (Version 10.2023) Inn Code/Project: %InnCodeProj% Version: %Version%
14
E. Other. If Customer attaches or uses third party equipment, software, and/or interfaces with any of the Agreement Products and
Services, the Central Reservation System or the internet which have not been certified or approved by HSS as meeting HSS’s
specifications and/or does not conform to the standards provided by the HSS or if Customer installs other third party non-HSS proprietary
software which has not been certified or approved by HSS as meeting HSS’s specifications, the Agreement Products and Services or
such third party equipment, software, and/or interfaces may need to be reconfigured and the entire cost of such reconfiguration will be
borne by Customer. Where HSS specifications cannot be met with such third party equipment, software, and/or interfaces, such third
party equipment, software and/or interfaces will, at Customer’s sole cost, be removed and/or replaced as directed by HSS.
1.11 HSS Representatives on-Site at Hotel: Customer must have its representative(s) on-site at the Hotel for the implementation of
the Agreement Products and Services. Once HSS’s representatives are on-site, any delays will result in additional expense to Customer.
If a delay in implementation of any of the Agreement Products and Services caused solely by Customer necessitates the departure and
re-scheduling of HSS’s representatives, then, in addition to the other fees set forth in this Order Document, Customer will be required to
pay a fee consisting of charges for such representatives’ work days and travel days (currently U$700.00 per representative per day),
change fees, and additional travel expenses. The re-scheduled date will be determined based on the needs of the Hotel as well as the
availability of HSS’s representatives.
2. Proprietary Software Maintenance
2.1 Proprietary Software Maintenance.
A. HSS will provide Customer with Proprietary Software maintenance and support services (the “Proprietary Software Maintenance”) for
a term of one (1) year (with annual renewals thereafter at the option of HSS) commencing on the Order Effective Date. The annual fee,
payable in monthly installments, is as follows:
%SoftwareMaintTable%
B. The first monthly payment will be invoiced in advance of the shipment date to the Hotel (the date of shipment being the “Start Date”)
of the Authorized Equipment purchased which will operate Proprietary Software to be maintained. For the avoidance of doubt, HSS has
no obligation to provide Customer with maintenance, support or Help Desk services for any Certified Third Party Software; maintenance
support and services for Certified Third Party Software is to be provided by the applicable Preferred Provider pursuant to the applicable
Master Agreement. The Proprietary Software Maintenance and support offered by HSS is described in Schedule A.
C. HSS is unable to modify, and does not provide support for, the Certified Third Party Software. Provided Customer has paid for all
Proprietary Software Maintenance and other fees charged hereunder and satisfied all other obligations under the Agreement, HSS will
supply Customer with any standard enhancements, improvements, updates, and/or modifications to the Proprietary Software (“Updates”)
generally made available by HSS as options or new releases to its Customers which are not charged for separately by HSS. Such Updates
will be HSS’s sole and exclusive property and will be deemed part of the Proprietary Software hereunder. Customer agrees that it may
be required to purchase some Updates to the Proprietary Software, which are charged for separately by HSS, as well as additional
hardware and/or software in order to utilize certain major upgrades or enhancements.
2.2 Use of Certified Third Party Software Only. In the event Customer uses or installs any third party software other than Certified
Software on the Authorized Equipment or uses equipment that is not Authorized Equipment, HSS will have no further obligations to
provide any Proprietary Software Maintenance services to Customer.
2.3 Increases/Decreases. HSS reserves the right to increase or decrease the Proprietary Software Maintenance cost on an annual
basis to reflect increases or decreases in such costs and the addition or construction of additional guest rooms (or suites) by Customer
for Customer's Hotel.
3. Additional Services.
3.1 Additional Services Purchased Under This Ordering Document. HSS will provide the following additional Services (if any are
listed) for the fees noted (if any):
A. Guest Messaging Service. HSS will provide the Guest Messaging Service described in Schedule P – Guest Messaging Service.
%Misc%
4. Authorized Equipment.
4.1 Authorized Equipment Purchased or Leased. Customer will purchase or lease the Authorized Equipment required for the proper
operation of the Hotel IT functionality identified by HSS. As of the Order Effective Date the purchasing and/or leasing fees for the
Authorized Equipment described in Schedule B-1 – Authorized Equipment are:
HITS Agreement (USA) (Version 10.2023) Inn Code/Project: %InnCodeProj% Version: %Version%
15
AUTHORIZED EQUIPMENT
NETWORK AUTHORIZED EQUIPMENT:
%NetAuthEquipOne%
STANDARD PLUS EQUIPMENT:
%StdPlusEquipOne%
The purchase fees will be invoiced by either HSS or the relevant Preferred Provider depending on the location of the Hotel and the source
of the Authorized Equipment. Customer will be provided the specific information not later than 15 days following the Order Effective Date.
Customer will purchase and replace any source, paper, ribbons, printer maintenance kits, toner and such other operating supplies as will
be required for the operation of the Authorized Equipment, but Customer will utilize only such brands as are approved by HSS or the
Authorized Equipment manufacturer.
4.2. Authorized Equipment Maintenance. Customer must purchase maintenance services as described in Schedule B-2 – Authorized
Equipment Maintenance and Refresh for all of the Authorized Equipment it purchases or leases, including for all the Network Authorized
Equipment when maintenance is not provided under the terms of the applicable Brand IT program. The fee for Authorized Equipment
Maintenance includes a fee for Help Desk Services. As of the Order Effective Date Customer is purchasing Authorized Equipment
Maintenance for the annual fee(s) shown, payable in monthly installments:
%HardwareMaintTable%
5. Expenses. If HSS or Preferred Provider personnel incur travel, lodging, meal, or any other out of pocket expenses in furnishing
services hereunder, Customer will pay for or promptly reimburse HSS for same, subject to reasonable documentation of such expenses.
6. Customer Responsibilities. Customer will maintain on its staff at all times sufficient personnel that have been trained in and are
knowledgeable about the use of the Information System in a professional, efficient and competent manner. Customer is responsible for
maintaining duplicate or back-up copies of its software, data files and documentation. HSS will have no liability for any damages resulting
from Customer’s failure to maintain such duplicate or back-up copies nor for any costs or expenses of reconstructing any such data or
information that may be destroyed, impaired or lost.
7. Exclusions. HSS’s obligations under the Agreement will not apply to any errors, defects or problems caused in whole or in part by
(i) any modifications or enhancements made to any Proprietary Software, Certified Third Party Software or Authorized Equipment by
Customer or any third person or entity other than HSS; (ii) any software program, hardware, firmware, peripheral or communication device
used in connection with the Information System which was not approved in advance in writing by HSS; (iii) the failure of Customer to
follow the most current instructions promulgated by HSS or any third party vendor from time to time with respect to the proper use of the
Information System; (iv) the failure of Customer to schedule regular preventive maintenance in accordance with standard HSS
procedures; (v) forces or supplies external to the Authorized Equipment, including, without limitation, the reasons set forth in the force
majeure provisions of the Agreement; and/or (vi) the negligence of Customer or any other third person or entity. Any corrections
performed by HSS for any such errors, difficulties, or defects will be fixed, in HSS’s sole discretion, at HSS’s then current time and material
charges. HSS will be under no obligation, however, to fix any such Customer or externally caused errors, defects or problems.
8. Joinder Agreements. Schedules C-1 and C-2 contain Joinder Agreements under which Customer can obtain products from Microsoft
and reseller Insight Direct USA, respectively. Customer is required to sign those agreements if it is obtaining any products from those
Preferred Providers in connection with this Order Document.
9. Request for Products or Services. The form to use when requesting products or services is contained in Schedule D – Form of
Request for Products or Services.
HITS Agreement (USA) (Version 10.2023) Inn Code/Project: %InnCodeProj% Version: %Version%
16
10. Notices. Questions and notices regarding this Order Document should be directed to:
The Attention of:
Scott Greenberg
Address:
Hilton System Solutions LLC
755 Crossover Lane
Memphis, Tennessee 38117
Telephone Number:
(901) 374-5510
Email Address:
[email protected]
SCHEDULES APPLICABLE FOR THIS ORDER DOCUMENT
Schedule A:
Software Maintenance
Schedule B-1:
Authorized Equipment
Schedule B-2:
Authorized Equipment Maintenance and Refresh
Schedule C-1:
Microsoft Participation Agreement - To Be Signed
Schedule C-2:
Joinder to Preferred Provider Agreement - To Be Signed
Schedule D:
Form of Request for Products or Services
Other Schedules
[Applicable Ones are Highlighted, Attached and Noted to be Signed]
Schedule E:
Total Solution Program Agreement
Schedule F:
Hilton or Signia Hilton Brand Fee Based Pricing Program Agreement – .75%
Schedule G:
Hilton or Signia Hilton Brand Fee Based Pricing Program Agreement – 1%
Schedule H:
Hilton or Signia Hilton Brand Fee Based Pricing Program Agreement – REIT Hotel
Schedule I:
Doubletree or LXR or Motto Authorized Equipment Refresh
Schedule J:
Hilton Garden Inn Refresh Program Agreement
Schedule K:
Curio or Canopy or Tapestry Authorized Equipment Refresh
Schedule L:
TRU by Hilton or TEMPO Authorized Equipment Refresh
Schedule M:
Independent Brand Fee Based Pricing Program Agreement – .75%
Schedule N:
Conrad or Waldorf Astoria Hotel Fee Based Pricing Program Agreement – .75%
Schedule O:
Schedule P:
Conrad or Waldorf Astoria Hotel Fee Based Pricing Program Agreement – .45%
Guest Messaging Services
HITS Agreement (USA) (Version 10.2023) Inn Code/Project: %InnCodeProj% Version: %Version%
17
SCHEDULE A
SOFTWARE MAINTENANCE
1. General. HSS will provide Customer with maintenance and support for Proprietary Software and PEP for a term of one (1) year (with
annual renewals at the option of HSS) commencing upon execution hereof, for the Proprietary Software and PEP, specifically excluding
any maintenance and support of any Certified Third Party Software.
2. Certified Third Party Software Only. Customer understands that the use of any software other than that provided by HSS pursuant to
this Agreement, unless such additional third party software has been approved in writing by the HSS Information Technology Department,
is not warranted for use on the Authorized Equipment. In the event Customer uses or installs any third party software other than Certified
Software on the Authorized Equipment or uses equipment that is not Authorized Equipment, HSS will have no further obligations to
provide any software maintenance services to Customer hereunder.
3. Software Maintenance.
(a) Customer acknowledges and understands that HSS is unable to modify the Certified Third Party Software. HSS does not
provide support the Certified Third Party Software In the event Customer notifies HSS of any condition which Customer believes
constitutes a breach of any warranty provided by a third party vendor or a defect in Certified Third Party Software, HSS will,
upon Customer’s request, provide reasonable cooperation and assistance in notifying such third party vendor of such condition
and in urging such third party vendor to correct such condition.
(b) With respect to the Proprietary Software, provided Customer has paid all software maintenance and other fees and satisfied
all other obligations under this Agreement, HSS will supply Customer with access to any standard enhancements, improvements,
updates, and/or modifications to the Proprietary Software generally made available by HSS as options or new releases to its
Customers which are not charged for separately by HSS as options or new releases. Such enhancements, improvements,
updates, additions, and/or modifications which are supplied by HSS to Customer, and all Intellectual Property Rights therein,
will be HSS’s sole and exclusive property and will be deemed part of the Proprietary Software hereunder and will be subject to
all of the terms and conditions of the Agreement. Customer acknowledges and agrees that Customer may be required to
purchase some enhancements, improvements, updates, and/or modifications to the Proprietary Software which Customer will
be charged for separately by HSS, as well as additional hardware and/or software in order to utilize certain major upgrades or
enhancements.
4. Cooperation. Customer will provide HSS with all information, data and other required materials necessary for HSS to reproduce any
problem identified by Customer. Customer will maintain for the term of this Agreement a modem and dial-up telephone line and a facsimile
machine or other electronic communication capability mutually acceptable to both parties to facilitate HSS’s ability to perform its
maintenance services remotely.
5. Expenses. Customer will pay for all telephone toll charges incurred in providing maintenance and support hereunder.
6. Proprietary Rights. Any changes, improvements, additions, and/or modifications to any of the Proprietary Software or PEP which are
licensed by HSS to Customer, and all proprietary rights therein, including without limitation, all Intellectual Property Rights, will be HSS’s
sole and exclusive property, and all such software will be subject to the terms and conditions of the Agreement.
7. Hotline. HSS will provide, in accordance with its customary business practices and procedures, telephone customer service support
as reflected in this Schedule, for the purposes of receiving reports from Customer regarding software malfunctions subject to maintenance
hereunder. HSS may attempt, to the extent practical, to resolve any reported problems by telephone or by accessing Customer’s
equipment remotely.
8. On-Site Services. In the event HSS is unable to resolve any reported problem by telephone or modem, HSS will dispatch service
personnel to Customer’s Site for the purpose of providing maintenance services hereunder at HSS’s standard rates and charges.
9. Customer Responsibilities. HSS has no obligation to maintain or repair any software other than the Proprietary Software or PEP, nor
to repair or replace any expendable or consumable components such as ribbons, paper, toner cartridges, print wheels, drums, batteries,
or diskettes.
10. Cost and Payment Terms. Annual Cost of Software Maintenance is $%AnnualSWMaint%. Payments will be calculated from the Start
Date . payable in monthly installments of $%MonthlySWMaint%. The monthly payment amount will be due in advance and will be billed
by HSS. Interest at the then current highest rate allowed will be charged for any payments made by Customer after the payment due
date (thirty (30) days after billing).
Travel expenses, per diem fees and related costs for any on-site maintenance will be billed separately.
HITS Agreement (USA) (Version 10.2023) Inn Code/Project: %InnCodeProj% Version: %Version%
18
HSS reserves the right to increase or decrease the Software Maintenance cost on an annual basis to reflect increases or decreases in
such cost internally and from the Preferred Providers of such services and to reflect the addition or construction of additional guest rooms
(or suites) by Customer for Customer's Hotel.
HITS Agreement (USA) (Version 10.2023) Inn Code/Project: %InnCodeProj% Version: %Version%
19
SCHEDULE B-1
AUTHORIZED EQUIPMENT
The term Authorized Equipment includes (i) the equipment needed by Customer at Customer’s hotel, as determined solely by HSS, for
the Customer’s use of the Proprietary Software (the “Network Authorized Equipment”) (ii) and any additional equipment authorized by
HSS for use at Customer’s hotel, over and above the Network Authorized Equipment (the “Standard Plus Equipment”).
1. Authorized Equipment Purchase. Customer may purchase the Authorized Equipment from the Preferred Provider who may
provide a joinder agreement with Customer or from another retailer; however, if such Authorized Equipment is obtained from another
retailer, it must conform to HSS’s specifications. Furthermore, if Customer elects to purchase such Authorized Equipment from a third
party other than the Preferred Provider, the file server and work stations must be shipped to HSS or its designee for certification that
these components comply with HSS’s specifications and testing procedures. Customer will also be responsible for the shipping and
shipping related costs to and from HSS or its designee for such certifications.
2. Authorized Equipment As Personal Property/Insurance Requirements. In addition to any other specific purchase terms required
by the Preferred Provider, the following purchase terms and conditions will apply to any Authorized Equipment obtained from a Preferred
Provider or HSS. The Authorized Equipment will be at all times, personal property which will not, by reason of connection to the Hotel,
become a fixture or appurtenance to the Hotel, and until such time as Customer or its designated third party pays to the Preferred Provider
the total sum for the Authorized Equipment as required hereunder, the Authorized Equipment will remain the property of the Preferred
Provider, and title will remain with the Preferred Provider, free from any claims of Customer or the holder of any lien or encumbrance on
the Hotel and/or any other property of Customer. Customer will maintain fire, extended coverage, vandalism, and malicious mischief
insurance on the Authorized Equipment in an amount not less than the purchase price of the Authorized Equipment. Said insurance will
name HSS as an additional insured. For so long as this obligation remains in effect, Customer will furnish to HSS a certificate of the
insurance carrier describing the terms and coverage of the insurance in force, the persons insured, and the fact that the coverage may
not be canceled, altered or permitted to lapse or expire without thirty (30) days advance written notice to HSS. Upon payment in full, title
to the Authorized Equipment will vest in the Customer and will be free and clear of the above requirements relating to insurance and of
all of the Preferred Provider’s liens, claims and encumbrances and the Authorized Equipment will become the sole property of Customer.
Customer assumes the expense of delivery and in-transit insurance for the Authorized Equipment.
3. Authorized Equipment.
NETWORK AUTHORIZED (PROGRAM FUNDED) EQUIPMENT:
%NetAuthEquipOne%
STANDARD PLUS (HOTEL FUNDED) EQUIPMENT:
%StdPlusEquipOne%
HITS Agreement (USA) (Version 10.2023) Inn Code/Project: %InnCodeProj% Version: %Version%
20
SCHEDULE B-2
AUTHORIZED EQUIPMENT MAINTENANCE AND REFRESH
1. Maintenance for the Authorized Equipment. Customer must take all steps necessary to provide all necessary maintenance services
for the Authorized Equipment it purchases or leases so that it will receive such maintenance services for all such Authorized Equipment
throughout the term of this Agreement. Customer may elect to use the maintenance company (the Preferred Provider) with whom HSS
has arranged to provide maintenance services (“Equipment Maintenance”) for the Authorized Equipment provided that such Authorized
Equipment, if not purchased from the Preferred Provider, is first certified as being suitable for Equipment Maintenance, at the expense of
Customer, by either HSS or the Preferred Provider. For such services, the Customer will pay as set forth in this Schedule B-2 (the
“Maintenance Fees”) and according to the terms of any invoice(s) submitted to Customer therefor, including any provision for late charges.
If Customer elects to use the Preferred Provider and Equipment Maintenance is necessary, Customer will notify HSS, which in turn will
notify the Preferred Provider to dispatch a Preferred Provider representative. Notwithstanding the foregoing, Customer may elect, subject
to HSS’s approval in advance in writing, to not provide maintenance services through this Agreement for certain pieces of such Authorized
Equipment allowed to be used in conjunction with the Information System (“Non-maintained Equipment”). Neither HSS nor the Preferred
Provider will be responsible for any maintenance or support of Non-maintained Equipment.
The following Authorized Equipment will be designated Non-maintained Equipment:
%OptOutMaint%
2. Maintenance Fees. The Maintenance Fees are subject to increase or decrease by HSS, in its sole discretion, on January 1 of each
year during the term of this Agreement or any extension thereof; however, HSS will not charge Customer any Maintenance Fees that are
greater than the Maintenance Fees charged to any similarly situated Customer (based upon factors determined by HSS in its sole
judgment) utilizing equipment substantially similar to the Authorized Equipment and pursuant to an agreement which has terms and
conditions substantially similar to this Agreement. No maintenance fees will be charged to Customer for any Non-maintained Equipment
as described in Section 1 above.
3. Refresh of Authorized Equipment. Under HSS’s refreshment program, Customer will be responsible for and will pay for all fees and
costs for the replacement or refreshment of the Authorized Equipment in HSS’s sole discretion (“Refresh”) on an approximate three (3)
year cycle, starting approximately three (3) years after the initial shipment of such Authorized Equipment and for the provision of
maintenance services by the Preferred Provider on such refreshed equipment. The terms and conditions of the Authorized Equipment
maintenance services for such equipment (included in such initial Refresh and included in any additional Refresh or Refreshes of
Customer’s Authorized Equipment) will be the same as the terms and conditions of this Schedule B-2, including, but not limited to, the
imposition of termination fees as described hereinafter, provided that the Maintenance Company may exclude from its maintenance
obligations certain errors, defects or problems caused by Customer. Customer's Refresh will be timed to occur prior to the end of the
three (3) year cycle. If Customer fails to meet HSS's timeline for such Refresh, including order dates for equipment and software,
Customer will be responsible for all fees and costs incident to such delay, including, but not limited to, any rent extension costs on Network
Authorized Equipment and higher fees and costs for equipment maintenance and software maintenance.
4. Termination. If this Agreement is terminated (or if Customer’s use of the Preferred Provider is terminated) prior to the third anniversary
of the Start Date, which will be the shipment date of the Authorized Equipment to Customer’s Hotel, Customer will pay to HSS a termination
fee which is designed to reimburse the Preferred Provider and/or HSS in part for any one or more of the following: reconfiguration costs,
the unamortized fees and costs in the start-up and provision of maintenance services by the Preferred Provider under this Agreement.
If such termination occurs during the first year following the Start Date, the termination fee will be in the amount of $3600.00. If such
termination occurs during subsequent years following such Start Date, the termination fee will be as follows:
During second year - $2,600
During third year - $1,300
Thereafter - $1,200
Provided, however, if this Agreement is terminated, or if the Customer’s use of the Preferred Provider is terminated after a
Customer Refresh of Authorized Equipment, the termination fee will depend upon the period elapsed after the Start Date applicable to
shipment of such Authorized Equipment for each successive Customer Refresh as follows:
During first year - $3,800
During second year - $2,800
During third year - $1,400
HITS Agreement (USA) (Version 10.2023) Inn Code/Project: %InnCodeProj% Version: %Version%
21
Thereafter - $1,200
5. Use of Certified Software Only. Customer understands that use of any software other than the Proprietary Software and Certified Third
Party Software provided by HSS pursuant to this Agreement, unless such additional third party software has been approved in writing by
the HSS Information Technology Department, is not warranted for use on the Authorized Equipment. In the event Customer uses or
installs any third party software other than Certified Third Party Software or such approved software on the Authorized Equipment, HSS
will have no further obligations to provide any equipment maintenance services to Customer hereunder.
6. Equipment Maintenance. Equipment Maintenance will be provided for Customer’s Hotel.
7. Cost and Payment Terms. Annual Cost of Equipment Maintenance for Authorized Equipment is $%AnnualHWMaint% payable in
monthly installments of $%MonthlyHWMaint% per month. Payments will be calculated from the Start Date. The monthly payment amount
will be due in advance and will be billed by HSS or its designee. The first invoice will be issued upon the Start Date. Interest at the then
current highest rate allowed by applicable state law will be charged for any payments made by Customer after the payment due date
(thirty (30) days after billing).
Travel expenses, per diem fees and related costs for any on-site maintenance will be billed separately.
HSS reserves the right to increase or decrease the Equipment Maintenance cost on an annual basis as provided in Section 2 above.
When certain Authorized Equipment or parts for certain Authorized Equipment are no longer being manufactured or reasonably
obtainable, HSS or the Preferred Provider will notify Customer of such circumstance and maintenance on such Authorized Equipment
will no longer be available. After such notice, Customer will no longer be charged for maintenance on such Authorized Equipment.
8. Customer Responsibilities as to Equipment Maintenance. Customer will maintain on its staff at all times sufficient personnel that have
been trained in and are knowledgeable about the use of the Information System in a professional, efficient and competent manner.
Customer is responsible for maintaining duplicate or back-up copies of its software, data files and documentation and Certified Third
Party Software. Neither HSS nor Preferred Provider will have any liability for any damages resulting from Customer’s failure to maintain
such copies nor for any costs or expenses of reconstructing any data or information that may be destroyed, impaired or lost. Neither
HSS nor Preferred Provider has any obligation to maintain or repair any equipment other than the Authorized Equipment, nor to repair
or replace any cables, cords, expendable or consumable components such as ribbons, paper, toner cartridges, print wheels, drums,
batteries, or diskettes, whether or not defined as Authorized Equipment. Customer will not move or perform maintenance services on any
of such Authorized Equipment without HSS’s or Preferred Provider’s prior written consent.
9. Cooperation. Customer will provide HSS or Preferred Provider with all information, data and other required materials necessary to
reproduce any problem identified by Customer. Customer will maintain for the term of this Agreement a modem and dial-up telephone
line and a facsimile machine or other electronic communication capability mutually acceptable to both parties to facilitate the ability to
perform the Equipment Maintenance services remotely.
In some instances, Equipment Maintenance will be provided using a depot program, where Customer ships failed Authorized Equipment
to the depot when Customer receives replacement of such Authorized Equipment. If Customer does not ship such failed equipment,
Customer will be responsible for any unreturned equipment charges billed by HSS, the Preferred Provider or the depot program provider.
10. Expenses. If Equipment Maintenance personnel incur travel, lodging, meal, or any other out of pocket expenses in furnishing the
services hereunder, Customer will pay for or promptly reimburse HSS for same, subject to reasonable documentation of such expenses.
Customer will also pay for all telephone toll charges incurred in providing maintenance and support hereunder.
11. Exclusions. The obligation of HSS or the Preferred Provider to provide Equipment Maintenance hereunder will not apply to any Non-
maintained Equipment nor to any errors, defects or problems caused in whole or in part by (i) any modifications or enhancements made
to any Proprietary Software or Certified Third Party Software by Customer or any third person or entity other than HSS or its designee;
(ii) any software program, hardware, cables, cords, firmware, peripheral or communication device used in connection with the Information
System which was not approved in advance in writing by HSS; (iii) the failure of Customer to follow the most current instructions
promulgated by HSS or any third party vendor from time to time with respect to the proper access to or any use of the Information System;
(iv) the failure of Customer to schedule regular preventive maintenance in accordance with standard HSS procedures; (v) any such
Authorized Equipment that is non-repairable, taken out of service or for which any such Authorized Equipment or parts for same are no
longer manufactured or reasonably available; (vi) forces or supplies external to such Authorized Equipment, including, without limitation,
the reasons set forth in the Force Majeure section of the HITS Agreement; and/or (vi) the negligence of Customer or any other third
person or entity. Any corrections performed by HSS for any such errors, difficulties, or defects will be fixed, in HSS’s or Preferred Provider
’s discretion, at the then applicable current time and material charges. Neither HSS nor the Preferred Provider will be under any obligation,
however, to fix any such Customer or externally caused errors, defects or problems.
HITS Agreement (USA) (Version 10.2023) Inn Code/Project: %InnCodeProj% Version: %Version%
1
SCHEDULE C-1
MICROSOFT PARTICIPATION AGREEMENT
This Participation Agreement is entered into by the party signing below (“you” or “Customer Affiliate”) for the benefit of the Microsoft
affiliate (“Microsoft” and “we”) and will be enforceable against you by Microsoft in accordance with its terms. You acknowledge that
Microsoft and Hilton Worldwide Inc. (“Customer”) have entered into Microsoft Enterprise Enrollment, No. 68436885 (the “agreement”),
under which you desire to sublicense certain Microsoft products. As used in this Participation Agreement, the term to “run” a product
means to copy, install, use, access, display, run or otherwise interact with it. You acknowledge that your right to run a copy of any
version of any product sublicensed under the agreement is governed by the applicable product use rights for the product and version
licensed as of the date you first run that copy. Such product use rights will be made available to you by the customer, or by publication
at a designated site on the World Wide Web, or by some other means. Microsoft does not transfer any ownership rights in any licensed
product and it reserves all rights not expressly granted.
1. Acknowledgment and Agreement. You hereby acknowledge that you have obtained a copy of the product use rights located at
http://microsoft.com/licensing/resources/ applicable to the products acquired under the above-referenced agreement; you have read
and understood the terms and conditions as they relate to your obligations; and you agree to be bound by such terms and conditions,
as well as to the following provisions:
a. Restrictions on use. You may not:
(i) Separate the components of a product made up of multiple components by running them on different computers, by
upgrading or downgrading them at different times, or by transferring them separately, except as otherwise provided in the
product use rights;
(ii) Rent, lease, lend or host products, except where Microsoft agrees by separate agreement;
(iii) Reverse engineer, de-compile or disassemble products or fixes, except to the extent expressly permitted by applicable law
despite this limitation;
Products, fixes and service deliverables licensed under this agreement (including any license or services agreement
incorporating these terms) are subject to U.S. export jurisdiction. You must comply with all domestic and international export
laws and regulations that apply to the products, fixes and service deliverables. Such laws include restrictions on destinations,
end-user, and end-use for additional information, see http://www.microsoft.com/exporting/.
b. Limited product warranty. Microsoft warrants that each version of a commercial product will perform substantially in
accordance with its user documentation. This warranty is valid for a period of one year from the date you first run a copy of the
version. To the maximum extent permitted by law, any warranties imposed by law concerning the products are limited to the
same extent and the same one year period. This warranty does not apply to components of products which you are permitted
to redistribute under applicable product use rights, or if failure of the product has resulted from accident, abuse or misapplication.
If you notify Microsoft within the warranty period that a product does not meet this warranty, then Microsoft will, at its option,
either (1) return the price paid for the product or (2) repair or replace the product. To the maximum extent permitted by law, this
is your exclusive remedy for any failure of any commercial product to function as described in this paragraph.
c. Free and beta products. To the maximum extent permitted by law, free and beta products, if any, are provided “as-is,” without
any warranties. You acknowledge that the provisions of this paragraph with regard to pre-release and beta products are
reasonable having regard to, among other things, the fact that they are provided prior to commercial release so as to give you
the opportunity (earlier than you would otherwise have) to assess their suitability for your business, and without full and complete
testing by Microsoft.
d. NO OTHER WARRANTIES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, MICROSOFT DISCLAIMS AND
EXCLUDES ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR
STATUTORY, OTHER THAN THOSE IDENTIFIED EXPRESSLY IN THIS AGREEMENT, INCLUDING WITHOUT LIMITATION
WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PRODUCTS AND RELATED MATERIALS.
MICROSOFT WILL NOT BE LIABLE FOR ANY PRODUCTS PROVIDED BY THIRD PARTY VENDORS, DEVELOPERS OR
CONSULTANTS IDENTIFIED OR REFERRED TO YOU BY MICROSOFT UNLESS SUCH THIRD PARTY PRODUCTS ARE
PROVIDED UNDER WRITTEN AGREEMENT BETWEEN YOU AND MICROSOFT, AND THEN ONLY TO THE EXTENT
EXPRESSLY PROVIDED IN SUCH AGREEMENT.
e. Defense of infringement and misappropriation claims. We will defend you against any claims, made by an unaffiliated third
party, that any commercial product, fix or service deliverable infringes its patent, copyright or trademark or misappropriates its
trade secret, and will pay the amount of any resulting adverse final judgment (or settlement to which we consent):
You must notify us promptly in writing of the claim and give us sole control over its defense or settlement. You agree to provide
us with reasonable assistance in defending the claim, and we will reimburse you for reasonable out of pocket expenses that you
incur in providing that assistance. The terms “misappropriation” and “trade secret” are used as defined in the Uniform Trade
Secrets Act, except in the case of claims arising under any license agreement governed by the laws of any jurisdiction outside
HITS Agreement (USA) (Version 10.2023) Inn Code/Project: %InnCodeProj% Version: %Version%
2
the United States, in which case “misappropriation” will mean intentionally unlawful use and “trade secret” will mean “undisclosed
information” as specified in Article 39.2 of the TRIPs agreement.
Our obligations will not apply to the extent that the claim or adverse final judgment is based on (i) your running of the product or
fix after we notify you to discontinue running due to such a claim; (ii) your combining the product or fix with a non-Microsoft
product, data or business process; (iii) damages attributable to the value of the use of a non-Microsoft product, data or business
process; (iv) your altering the product or fix; (v) your distribution of the product or fix, or its use for the benefit of, any third party;
(vi) your use of our trademark(s) without express written consent to do so; or (vii) for any trade secret claim, your acquiring a
trade secret (a) through improper means; (b) under circumstances giving rise to a duty to maintain its secrecy or limit its use; or
(c) from a person (other than us or our affiliates) who owed to the party asserting the claim a duty to maintain the secrecy or limit
the use of the trade secret. You will reimburse us for any costs or damages that result from these actions.
If we receive information concerning an infringement claim related to a commercial product or fix, we may, at our expense and
without obligation to do so, either (i) procure for you the right to continue to run the allegedly infringing product or fix, or (ii) modify
the product or fix or replace it with a functional equivalent, to make it non-infringing, in which case you will stop running the
allegedly infringing product or fix immediately. If, as a result of an infringement claim, your use of a commercial product or fix is
enjoined by a court of competent jurisdiction, we will, at our option, either procure the right to continue its use, replace it with a
functional equivalent, modify it to make it non-infringing, or refund the amount paid and terminate the license for the infringing
product or fix.
If any other type of third party claim is brought against you regarding our intellectual property, you must notify us promptly in
writing. We may, at our option, choose to treat these claims as being covered by this section. This Section e provides your
exclusive remedy for third party infringement and trade secret misappropriation claims.
f. Limitation of liability. There may be situations in which you have a right to claim damages or payment from Microsoft. Except
as otherwise specifically provided in this paragraph, whatever the legal basis for your claim, Microsoft’s liability will be limited, to
the maximum extent permitted by applicable law, to direct damages up to the amount you have paid for the product giving rise
to the claim. In the case of free product, or code you are authorized to redistribute to third parties without separate payment to
Microsoft, Microsoft’s total liability to you will not exceed US$5000, or its equivalent in local currency. The limitations contained
in this paragraph will not apply with respect to the following in connection with the performance of the agreement:
(i) our obligations to defend third party claims of patent, copyright or trademark infringement or trade secret misappropriation,
and to pay damages resulting from any final adjudication (or settlement to which we consent) of such claims;
(ii) our liability for damages for gross negligence or willful misconduct, to the extent caused by us or our agent and awarded by
a court of final adjudication; and
g. No liability for certain damages. To the maximum extent permitted by applicable law, neither you, your affiliates or suppliers,
nor Microsoft, its affiliates or suppliers will be liable for any indirect damages (including, without limitation, consequential, special
or incidental damages, damages for loss of profits or revenues, business interruption, or loss of business information) arising in
connection with any agreement, product, or fix, even if advised of the possibility of such damages or if such possibility was
reasonably foreseeable. This exclusion of liability does not apply to either party’s liability to the other for violation of the other
party’s intellectual property rights.
h. Application. The limitations on and exclusions of liability for damages set forth herein apply regardless of whether the liability
is based on breach of contract, tort (including negligence), strict liability, breach of warranties, or any other legal theory.
i. Verifying compliance. You must keep records relating to the products you run. Microsoft has the right to verify compliance
with these terms and any applicable product use rights, at its expense, during the term of the enrollment and for a period of one
year thereafter. To do so, Microsoft will engage an independent accountant from a nationally recognized public accounting firm,
which will be subject to a confidentiality obligation. Verification will take place upon not fewer than 30 days notice, during normal
business hours and in a manner that does not interfere unreasonably with your operations. As an alternative, Microsoft may
require you to accurately complete its self-audit questionnaire relating to the products you use. If verification or self-audit reveals
unlicensed use of products, you must promptly order sufficient licenses to permit all product usage disclosed. If material
unlicensed use is found (license shortage of 5% or more), you must reimburse Microsoft for the costs it has incurred in verification
and acquire the necessary additional licenses as single retail licenses within 30 days. If Microsoft undertakes such verification
and does not find material unlicensed use of products, it will not undertake another such verification for at least one year.
Microsoft and its auditors will use the information obtained in compliance verification only to enforce its rights and to determine
whether you are in compliance with these terms and the product use rights. By invoking the rights and procedures described
above, Microsoft does not waive its rights to enforce these terms or the product use rights, or to protect its intellectual property
by any other means permitted by law.
j. Dispute Resolution; Applicable Law. This Participation Agreement will be governed and construed in accordance with the
laws of the jurisdiction whose law governs the agreement. You consent to the exclusive jurisdiction and venue of the state and
federal courts located in such jurisdiction. This choice of jurisdiction does not prevent either party from seeking injunctive relief
with respect to a violation of intellectual property rights in any appropriate jurisdiction. The 1980 United Nations Convention on
Contracts for the International Sale of Goods and its related instruments will not apply to this agreement or any license entered
into with Microsoft or its affiliates under this agreement.
HITS Agreement (USA) (Version 10.2023) Inn Code/Project: %InnCodeProj% Version: %Version%
3
Your violation of the above-referenced terms and conditions will be deemed to be a breach of this Participation Agreement and will be
grounds for immediate termination of all rights granted hereunder.
Dated as of %HotelApprovedDate%.
CUSTOMER:
%LegalEntity%
By:
%HotelApproverSignature%
Name:
%HotelApproverName%
Title:
%HotelApproverTitle%
Date:
%HotelApprovedDate%
HITS Agreement (USA) (Version 10.2023) Inn Code/Project: %InnCodeProj% Version: %Version%
1
SCHEDULE C-2
JOINDER TO PREFERRED PROVIDER AGREEMENT
The undersigned HSS Customer is acting as an Eligible Recipient (as defined in the Agreement) to acquire Products (as defined
in the Agreement) under the terms of the Master Professional Products and Services Agreement, including any amendments and
Supplements entered into thereunder (the “Insight Agreement”) between Hilton Domestic Operating Company Inc, the successor in
interest to HDOC and Insight Direct USA, Inc. (“Preferred Service Provider”). As such Eligible Recipient, the undersigned joins in the
Insight Agreement for the limited purpose of acknowledging and agreeing to be bound by and receive the benefits of the terms of the
Insight Agreement to the extent of the rights, duties and responsibilities of an Eligible Recipient provided therein. The Eligible Recipient
acknowledges and agrees that any dispute arising out of or relating to the Insight Agreement and any Products or Services provided by
Preferred Service Provider to the Eligible Recipient will be resolved in accordance with Article 19 of the Insight Agreement. HDOC will
have the right to enforce the Insight Agreement on behalf of the Eligible Recipient, subject to the limitations of liability applicable under
the Insight Agreement, and Eligible Recipient will bring no claim directly against HDOC or Preferred Service Provider in connection with
the Insight Agreement, except for Eligible Recipient’s right to seek indemnity against Preferred Service Provider under the express
provisions of Sections 17.1 and 17.3 of the Insight Agreement. HDOC will be a third party beneficiary of this Joinder and the Information
Technology System Agreement between Eligible Recipient and Hilton Systems Solutions, LLC. For the avoidance of doubt, except as
set forth in the preceding sentence, this Joinder and the Information Technology System Agreement are for the sole benefit of the Eligible
Recipient and Hilton Systems Solutions, LLC, and will not be deemed to create any third party beneficiary rights for any person other than
the Eligible Recipient and Hilton Systems Solutions, LLC.
IN WITNESS WHEREOF, the Eligible Recipient, acting through its duly authorized officer or representative, has executed this Joinder,
on %HotelApprovedDate%.
CUSTOMER:
%LegalEntity%
By:
%HotelApproverSignature%
Name:
%HotelApproverName%
Title:
%HotelApproverTitle%
Date:
%HotelApprovedDate%
HITS Agreement (USA) (Version 10.2023) Inn Code/Project: %InnCodeProj% Version: %Version%
2
SCHEDULE D
FORM OF REQUEST FOR PRODUCTS OR SERVICES
Date:
INNCODE
Name of Customer:
Address of Customer:
Dear :
This Letter Agreement (“Letter Agreement”) confirms your request to purchase, lease, use, license or sublicense (“Acquire”) additional
software and/or services in order to add options, features and/or systems (“Additions”) to the Information System, and will constitute an
amendment to the existing Hilton Information Technology System Agreement previously entered into between (“Customer”) and Hilton
Systems Solutions, LLC (“HSS”) dated (the “Agreement”).
It is agreed that you will Acquire the Additions and that you will be billed by HSS or the applicable vendor for the Additions, as listed
below. The effective date of billing on the new items will be the date the equipment is shipped, the date upon which you Acquire the
Additions, and/or the date upon which you request the Additions, whichever is earliest.
QTY
ITEM OF /SOFTWARE/EQUIPMENT
FEES/COSTS
MONTHLY
MAINT.
TOTAL PRICE
The prices shown above exclude taxes, travel expenses, per diem fees, related costs, insurance and shipping.
Travel Expenses / Per Diem Fees/Rescheduling
If the Additions require travel by HSS and/or the applicable vendor, you will pay for or promptly reimburse any travel expenses, per diem
fees and related costs of HDOC, HSS, any vendor hereunder or their designees, including without limitation: round-trip airfare (due to
frequent scheduling changes, HSS is often unable to book airline tickets more than one week in advance of travel); single room
accommodations (if the Hotel cannot provide accommodations, comparable accommodations will be utilized); meals; ground
transportation (all ground transportation required to get to and from the Hotel as well as transportation used during HSS’ representatives’
stay at the Hotel); tips; taxes; and miscellaneous expenses (including phone, internet, laundry, etc.)
Promptly following HSS’ providing of the services described in this schedule where not previously paid for or reimbursed by hotel, an
invoice will be submitted to Customer for HSS’ representatives’ out-of-pocket expenses, any additional per diem charges for its
representatives, any re-scheduling fee, and any additional travel expenses as described herein, which invoice will be payable within
fifteen days of Customer’s receipt of same.
Notes:
If Customer attaches or uses third party equipment and/or interfaces with the Authorized Equipment which have not been certified or
approved by HSS as meeting HSS’ specifications and/or does not conform to the standards provided by the supplier of any of the
Agreement Products and Services or if Customer installs other third party non-HSS proprietary software which has not been certified or
approved by HSS as meeting HSS’ specifications on the equipment or that does not conform to the standards provided by the supplier
of any of the Agreement Products and Services, the software may need to be reconfigured and the entire cost of the reconfiguration will
be borne by Customer.
All fees indicated are exclusive of applicable taxes (see Agreement sections on taxes). Unless otherwise specified by HSS in writing,
Customer will make all payments in United States dollars to HSS or any other party designated by HSS in its sole discretion.
Customer will pay according to the terms of any invoice(s) submitted to Customer therefore, including any provision for late charges, the
fee for the installation of any telephone line(s) or wide area network connection(s) necessary for connection of the Authorized Equipment.
Customer will purchase and replace, from any source, paper, ribbons, printer maintenance kits, toner and such other operating supplies
as will be required for the operation of the Authorized Equipment, but Customer will utilize only such brands as are approved by HSS or
the Authorized Equipment manufacturer.
Upon HSS’ receipt of a copy of this Letter Agreement signed by a duly authorized representative of Customer, the Agreement will be
deemed to have been automatically amended to incorporate the items of this Letter Agreement. Customer agrees that Customer’s
delivery to HSS by facsimile transmission of this Letter Agreement will be deemed to be as effective for all purposes as hand delivery of
the manually executed Letter Agreement and that the terms of this Letter Agreement will be binding upon Customer without the necessity
of any further action by HSS. This Letter Agreement will be effective as of the date inserted by Customer below.
HITS Agreement (USA) (Version 10.2023) Inn Code/Project: %InnCodeProj% Version: %Version%
3
Customer may be required to sign additional license agreements with the vendors or licensors of Certified Third Party Software.
Certain Other Equipment (for orders of $5,000 or greater) may be leased by Customer. Any such leases will be entered into between
Customer and the applicable lessor. Neither HSS nor Hilton will be a party to such leases.
In addition to any other specific purchase terms required by a retailer of the Additions, the following purchase terms and conditions will
apply to any Other Equipment obtained from a Preferred Provider (as that term is defined in the Agreement. The Other Equipment will
be at all times, personal property which will not, by reason of connection to the Hotel, become a fixture or appurtenance to the Hotel, and
until such time as Customer or its designated third party pays to the Preferred Provider the total sum for the Other Equipment as required
hereunder, the Other Equipment will remain the property of the Preferred Provider, and title will remain with the Preferred Provider, free
from any claims of Customer or the holder of any lien or encumbrance on the Hotel and/or any other property of Customer. Customer
will maintain fire, extended coverage, vandalism, and malicious mischief insurance on the Other Equipment. Said insurance will name
HSS as an additional insured. For so long as this obligation remains in effect, Customer will furnish to HSS a certificate of the insurance
carrier describing the terms and coverage of the insurance in force, the persons insured, and the fact that the coverage may not be
canceled, altered or permitted to lapse or expire without thirty (30) days advance written notice to HSS. Upon payment in full, title to the
Other Equipment will vest in the Customer and will be free and clear of the above requirements relating to insurance and of all of the
Preferred Provider’s liens, claims and encumbrances and the Other Equipment will become the sole property of Customer.
NEITHER THE AUTHORIZED EQUIPMENT NOR THE PROPRIETARY SOFTWARE OR CERTIFIED THIRD PARTY SOFTWARE WILL
BE SHIPPED, NOR WILL CUSTOMER HAVE USE OF THE PROPRIETARY SOFTWARE MODULE OR ANY EQUIPMENT LISTED IN
THIS LETTER AGREEMENT UNTIL HSS RECEIVES A COPY OF THIS LETTER AGREEMENT SIGNED BY CUSTOMER.
To indicate Customer’s acceptance of this Letter Agreement, please have it signed by an authorized representative of Customer and
return it to me. Upon HSS’ receipt of the executed Letter Agreement, you will be advised of the shipment and installation dates.
If you have any questions, please contact me at ____________________.
Sincerely,
HSS
Hilton System Solutions, LLC
CUSTOMER:
By:
By:
Name:
Name:
Title:
Title:
Date:
Date:
HITS Agreement (USA) (Version 10.2023) Inn Code/Project: %InnCodeProj% Version: %Version%
1
SCHEDULE I
DOUBLETREE OR LXR OR MOTTO AUTHORIZED EQUIPMENT REFRESH
Pursuant to the HITS Agreement entered into between HSS and Customer for Customer’s Hotel (and if applicable, in anticipation
of the Hotel’s conversion and rebranding as a Doubletree Brand Hotel), Customer provided the Authorized Equipment as defined in the
HITS Agreement needed, as determined solely by HSS, for the network operation of the Proprietary Software licensed by HSS, all as
described in the HITS Agreement, for the internal operation of Customer’s Hotel.
In order that Customer’s Authorized Equipment will maintain compatibility with the Proprietary Software and with updates to such software
and in an effort to minimize Customer’s expenditures for maintenance and repair associated with older, out of warranty equipment, HSS
plans for Customer’s Authorized Equipment to be replaced or refreshed by Customer on an approximate three (3) year cycle, commencing
approximately three (3) years following Customer’s initial shipment of Authorized Equipment (the “Refresh”). Customer's Refresh will be
timed to occur prior to the end of the three (3) year cycle. If Customer fails to meet HSS's timeline for such Refresh, including order dates
for equipment and software, Customer will be responsible for all fees and costs incident to such delay, including, but not limited to, rent
extension costs on Network Authorized Equipment and higher fees and costs for equipment maintenance and software maintenance.
Accordingly, in conjunction with any Refresh, Customer commits to the following:
1. Equipment Acquisition and Installation. Customer will provide by purchase of the Authorized Equipment for use by Customer’s Hotel,
including, but not limited to, that required for any Refresh, together with shipping and transportation costs for such equipment. Customer
is responsible for the fees and costs for installation services relative to all such Authorized Equipment as well as any other equipment (as
described in the HITS Agreement) used by Customer.
2. Customer’s Additional Obligations. Customer will:
(a) Perform all of its obligations under the HITS Agreement (including any amendments thereto), including, but not
limited to, being fully responsible for maintenance of the Authorized Equipment using the designated Preferred Provider
as defined in the HITS Agreement.
(b) Obtain and keep current insurance on the Authorized Equipment against all risks for the approximate value of the
Authorized Equipment
(c) Pay any and all federal, state and local sales, use, gross receipts, property and excise or similar taxes incident to
the Authorized Equipment.
(d) Pay for any and all de-installation, transportation and disposal costs of any Authorized Equipment currently being
used by Customer’s Hotel at the time of installation by Customer of any new Authorized Equipment. It is also
Customer’s responsibility to handle the return to Customer’s lessor of all such de-installed equipment in accordance
with Customer’s current lease terms. Customer will be solely responsible for any missing, bad or damaged equipment.
(e) Preserve and protect the Authorized Equipment from loss, damage or theft.
(f) Not use any unauthorized backup in connection with the Authorized Equipment.
(g) Make no unapproved repairs nor perform any unauthorized service to the Authorized Equipment.
(h) Not allow any other equipment or software to be added to the Proprietary Software and/or Authorized Equipment
without prior specific written permission of HSS.
(i) Allow the removal and future refreshment of Authorized Equipment at such time and in such manner as may be
determined by HSS in its sole discretion.
3. Customer’s Conditions. Any Refresh is conditioned on the following:
(a) Customer’s Hotel remains in the Doubletree Brand division of HDOC or its affiliate or subsidiary (after conversion
and rebranding if applicable).
HITS Agreement (USA) (Version 10.2023) Inn Code/Project: %InnCodeProj% Version: %Version%
2
(b) Customer remains bound by the HITS Agreement and any amendments in force at the time of a Refresh.
(c) If applicable, Customer must complete the Hotel’s conversion and rebranding as a Doubletree Brand Hotel.
4. Additional Equipment/Software. Any and all additional Authorized Equipment (“Standard Plus Equipment”) may be obtained by
Customer from a Preferred Provider. Any and all additional Certified Third Party Software authorized by HSS but not included in the
Brand standard applicable to Customer (“Standard Plus Software”), may be licensed or sublicensed from HSS or a Preferred Provider.
5. Defined Terms. All capitalized terms used herein which are not specially defined will have the meaning ascribed to such terms in the
HITS Agreement.
6. Other Important Provisions. This Schedule is a schedule to the HITS Agreement. The Refresh and its performance by the parties
are a part of the transactions contemplated by the HITS Agreement. Upon Customer’s Refresh of Authorized Equipment, the terms and
conditions applicable to any equipment, software or services provided for the Refresh will be the same as the terms and conditions of the
HITS Agreement and this Schedule. All terms and provisions hereof will apply as if the provisions of this Refresh were implemented on
the Start Date (the shipment date of the Authorized Equipment to Customer’s Hotel) for each such Refresh. Customer’s participation in
a Refresh will constitute acceptance of the terms and conditions of the Refresh. In the event of conflict between the provisions of this
Schedule and the provisions of the HITS Agreement, the provisions of this Schedule will prevail.
E
XHIBIT H-1
DoubleTree - Hotels - Brand
Standards - Global
08 January 2024
DoubleTree - Hotels Standards - Global
Main Table of
Contents
Summary of
Changes
100
THE BRAND
EXPERIENCE
200
GUEST
SERVICES
300
GUEST ROOM
AND
BATHROOM
400
FOOD AND
BEVERAGE
500
WELLNESS,
RECREATION,
AND
ENTERTAINMEN
T
600
MEETINGS AND
EVENTS
700
BUILDING
OPERATIONS
AND
INFRASTRUCTU
RE
800
IDENTITY,
SALES, AND
DISTRIBUTION
900
ACCESSIBILITY,
SAFETY AND
SECURITY
1000
NOT
APPLICABLE TO
THIS BRAND
1100
NOT
APPLICABLE TO
THIS BRAND
1200
NOT
APPLICABLE TO
THIS BRAND
2500
DESIGN,
CONSTRUCTIO
N &
RENOVATION
Glossary
DoubleTree - Hotels Standards - Global
2 CONFIDENTIAL
DoubleTree - Hotels - Brand Standards - Global
Effective January 08, 2024
DoubleTree - Hotels Brand Standards - Global Table of Contents
Summary of Changes
Summary of Changes ................................................................................................................................ Summary-1
100 THE BRAND EXPERIENCE
101.00 CORE STANDARDS............................................................................................................................... 100-2
102.00 RESORT DESIGNATIONS ..................................................................................................................... 100-3
103.00 QUALITY ASSURANCE ......................................................................................................................... 100-4
104.00 PRODUCT IMPROVEMENT PLAN ........................................................................................................ 100-7
105.00 STRUCTURE AND DÉCOR ................................................................................................................... 100-7
106.00 BRAND HOSPITALITY ........................................................................................................................... 100-8
107.00 LEADERSHIP ......................................................................................................................................... 100-9
108.00 TEAM MEMBERS................................................................................................................................. 100-11
109.00 TRAINING............................................................................................................................................. 100-12
110.00 ACCORDANCE WITH LOCAL LAW ..................................................................................................... 100-36
111.00 HILTON HONORS ................................................................................................................................. 100-36
112.00 NOT APPLICABLE TO THIS BRAND ................................................................................................... 100-45
113.00 SERVICE RECOVERY.......................................................................................................................... 100-45
114.00 GUEST ASSISTANCE........................................................................................................................... 100-46
200 GUEST SERVICES
201.00 NOT APPLICABLE TO THIS BRAND..................................................................................................... 200-2
202.00 NOT APPLICABLE TO THIS BRAND..................................................................................................... 200-2
203.00 DRY CLEANING AND LAUNDRY SERVICE.......................................................................................... 200-2
204.00 FRONT DESK......................................................................................................................................... 200-2
205.00 GROCERY DELIVERY SERVICE........................................................................................................... 200-3
206.00 NOT APPLICABLE TO THIS BRAND..................................................................................................... 200-4
DoubleTree - Hotels Brand Standards - Global Table of Contents
3 CONFIDENTIAL
DoubleTree - Hotels - Brand Standards - Global
Effective January 08, 2024
207.00 LOBBY AMBASSADOR.......................................................................................................................... 200-4
208.00 LUGGAGE SERVICES ........................................................................................................................... 200-4
209.00 NOT APPLICABLE TO THIS BRAND..................................................................................................... 200-4
210.00 PARKING ................................................................................................................................................ 200-4
211.00 PET POLICIES AND AMENITIES........................................................................................................... 200-4
212.00 NOT APPLICABLE TO THIS BRAND..................................................................................................... 200-6
213.00 NOT APPLICABLE TO THIS BRAND..................................................................................................... 200-6
214.00 THIRD-PARTY CONCESSIONAIRE....................................................................................................... 200-6
215.00 NOT APPLICABLE TO THIS BRAND..................................................................................................... 200-7
216.00 NOT APPLICABLE TO THIS BRAND..................................................................................................... 200-7
217.00 TRANSPORTATION................................................................................................................................ 200-7
218.00 NOT APPLICABLE TO THIS BRAND..................................................................................................... 200-8
219.00 NOT APPLICABLE TO THIS BRAND..................................................................................................... 200-9
220.00 NOT APPLICABLE TO THIS BRAND..................................................................................................... 200-9
221.00 HOTEL OPERATOR ............................................................................................................................... 200-9
300 GUEST ROOM AND BATHROOM
301.00 ROOM CATEGORIES............................................................................................................................. 300-2
302.00 CLOSET / ARMOIRE.............................................................................................................................. 300-2
303.00 IN-ROOM COFFEE AND TEA SERVICE ............................................................................................... 300-6
304.00 GUEST ROOM ACCESSORIES............................................................................................................. 300-9
305.00 THE BED............................................................................................................................................... 300-11
306.00 SOFA BED ............................................................................................................................................ 300-22
307.00 ROLLAWAYS ........................................................................................................................................ 300-22
308.00 CRIBS / BABY COTS............................................................................................................................ 300-22
309.00 BATHROOM ACCESSORIES AND EXPENDABLES........................................................................... 300-23
310.00 BATH AMENITIES ................................................................................................................................ 300-25
311.00 NOT APPLICABLE TO THIS BRAND ................................................................................................... 300-30
312.00 NOT APPLICABLE TO THIS BRAND................................................................................................... 300-30
313.00 AMENITIES AVAILABLE UPON REQUEST ......................................................................................... 300-30
314.00 BATH TERRY........................................................................................................................................ 300-30
315.00 KITCHEN .............................................................................................................................................. 300-33
DoubleTree - Hotels Brand Standards - Global Table of Contents
4 CONFIDENTIAL
DoubleTree - Hotels - Brand Standards - Global
Effective January 08, 2024
316.00 NOT APPLICABLE TO THIS BRAND................................................................................................... 300-41
317.00 NOT APPLICABLE TO THIS BRAND................................................................................................... 300-41
318.00 IN-ROOM FITNESS.............................................................................................................................. 300-41
400 FOOD AND BEVERAGE
401.00 SERVICE OFFERINGS .......................................................................................................................... 400-2
402.00 SAFETY AND SANITATION.................................................................................................................... 400-6
403.00 IN-ROOM DINING................................................................................................................................... 400-7
404.00 NOT APPLICABLE TO THIS BRAND................................................................................................... 400-10
405.00 BAR / LOUNGE..................................................................................................................................... 400-10
406.00 NOT APPLICABLE TO THIS BRAND................................................................................................... 400-12
407.00 NOT APPLICABLE TO THIS BRAND................................................................................................... 400-12
408.00 FOOD AND BEVERAGE RETAIL MARKET / CAFE ............................................................................ 400-12
409.00 NOT APPLICABLE TO THIS BRAND................................................................................................... 400-15
410.00 NOT APPLICABLE TO THIS BRAND................................................................................................... 400-15
411.00 GUEST ROOM REFRESHMENT CENTER.......................................................................................... 400-15
412.00 NOT APPLICABLE TO THIS BRAND................................................................................................... 400-15
413.00 EXECUTIVE LOUNGE.......................................................................................................................... 400-15
414.00 NOT APPLICABLE TO THIS BRAND................................................................................................... 400-21
415.00 NOT APPLICABLE TO THIS BRAND................................................................................................... 400-21
416.00 NOT APPLICABLE TO THIS BRAND................................................................................................... 400-21
417.00 NOT APPLICABLE TO THIS BRAND................................................................................................... 400-21
418.00 NOT APPLICABLE TO THIS BRAND................................................................................................... 400-21
419.00 NOT APPLICABLE TO THIS BRAND................................................................................................... 400-21
420.00 NOT APPLICABLE TO THIS BRAND................................................................................................... 400-21
421.00 NOT APPLICABLE TO THIS BRAND................................................................................................... 400-21
422.00 NOT APPLICABLE TO THIS BRAND................................................................................................... 400-21
423.00 NOT APPLICABLE TO THIS BRAND................................................................................................... 400-21
424.00 DOUBLETREE BREAKFAST................................................................................................................ 400-21
500 WELLNESS, RECREATION, AND ENTERTAINMENT
DoubleTree - Hotels Brand Standards - Global Table of Contents
5 CONFIDENTIAL
DoubleTree - Hotels - Brand Standards - Global
Effective January 08, 2024
501.00 SWIMMING POOL AND WHIRLPOOL .................................................................................................. 500-2
502.00 FITNESS CENTER ................................................................................................................................. 500-3
503.00 SPA ......................................................................................................................................................... 500-9
600 MEETINGS AND EVENTS
601.00 GROUP AND MEETING INQUIRIES...................................................................................................... 600-2
602.00 MEETINGS GUARANTEE...................................................................................................................... 600-2
603.00 MEETING PREPARATIONS AND FACILITATION.................................................................................. 600-2
604.00 MEETING PLANNER SURVEY.............................................................................................................. 600-4
605.00 FOOD AND BEVERAGE ........................................................................................................................ 600-5
700 BUILDING OPERATIONS AND INFRASTRUCTURE
701.00 CALL ACCOUNTING SYSTEM .............................................................................................................. 700-2
702.00 PRIVATE AUTOMATED BRANCH EXCHANGE..................................................................................... 700-2
703.00 VOICE MESSAGING SYSTEM .............................................................................................................. 700-4
704.00 WAKE-UP CALLS ................................................................................................................................... 700-4
705.00 ON-PROPERTY SALES AND EVENT EXECUTION SOFTWARE ........................................................ 700-4
706.00 POINT OF SALE SYSTEM ..................................................................................................................... 700-5
707.00 PROPERTY MANAGEMENT TECHNOLOGY ....................................................................................... 700-5
708.00 EMAIL ACCOUNTS ................................................................................................................................ 700-8
709.00 DIGITAL .................................................................................................................................................. 700-8
710.00 INTERNET ACCESS ............................................................................................................................ 700-12
711.00 PUBLIC SPACE MUSIC AND ON-HOLD MESSAGING ....................................................................... 700-14
712.00 TELEPHONES...................................................................................................................................... 700-14
713.00 TELEVISIONS....................................................................................................................................... 700-17
714.00 NOT APPLICABLE TO THIS BRAND................................................................................................... 700-26
715.00 NOT APPLICABLE TO THIS BRAND................................................................................................... 700-26
716.00 GUEST LAUNDRY................................................................................................................................ 700-26
717.00 NOT APPLICABLE TO THIS BRAND................................................................................................... 700-26
718.00 PUBLIC RESTROOMS......................................................................................................................... 700-26
DoubleTree - Hotels Brand Standards - Global Table of Contents
6 CONFIDENTIAL
DoubleTree - Hotels - Brand Standards - Global
Effective January 08, 2024
719.00 SMOKING POLICY............................................................................................................................... 700-27
720.00 NOT APPLICABLE TO THIS BRAND................................................................................................... 700-28
721.00 PREVENTATIVE MAINTENANCE ........................................................................................................ 700-28
722.00 HOUSEKEEPING ................................................................................................................................. 700-29
723.00 BUILDING EXTERIOR AND GROUNDS.............................................................................................. 700-34
724.00 NOT APPLICABLE TO THIS BRAND................................................................................................... 700-34
725.00 SUSTAINABILITY ................................................................................................................................. 700-34
726.00 SIGNAGE.............................................................................................................................................. 700-37
727.00 NOT APPLICABLE TO THIS BRAND................................................................................................... 700-39
728.00 AUTOMATED TELLER MACHINE (ATM) ............................................................................................. 700-39
729.00 BUSINESS CENTER ............................................................................................................................ 700-39
800 IDENTITY, SALES, AND DISTRIBUTION
801.00 HILTON TRADEMARKS AND LOGOS................................................................................................... 800-2
802.00 BRAND IDENTITY .................................................................................................................................. 800-2
803.00 BRAND TRADEMARKS.......................................................................................................................... 800-3
804.00 BRAND PUBLIC RELATIONS ................................................................................................................ 800-3
805.00 ADVERTISING........................................................................................................................................ 800-4
806.00 HOTEL COLLATERAL AND IDENTITY ITEMS ...................................................................................... 800-5
807.00 ENDORSED BRANDED PROPERTIES ............................................................................................... 800-13
808.00 HOTEL WEBSITE................................................................................................................................. 800-13
809.00 MICROSITES........................................................................................................................................ 800-15
810.00 MOBILE APPLICATIONS...................................................................................................................... 800-17
811.00 BRAND CLUSTER SITES..................................................................................................................... 800-17
812.00 ONLINE IMAGERY ............................................................................................................................... 800-18
813.00 SOCIAL MEDIA..................................................................................................................................... 800-19
814.00 ROOM RATES ...................................................................................................................................... 800-21
815.00 PROPERTY INFORMATION................................................................................................................. 800-25
816.00 RESERVATIONS PROCESSING.......................................................................................................... 800-26
817.00 ACCREDITED INTERMEDIARIES, CHANNELS, AND PRODUCTS................................................... 800-29
818.00 DISTRIBUTION..................................................................................................................................... 800-29
819.00 DEMAND GENERATION AND ECOMMERCE..................................................................................... 800-30
DoubleTree - Hotels Brand Standards - Global Table of Contents
7 CONFIDENTIAL
DoubleTree - Hotels - Brand Standards - Global
Effective January 08, 2024
820.00 SALES PROGRAMS............................................................................................................................. 800-31
821.00 TRAVEL AGENT COMMISSION PROGRAM....................................................................................... 800-33
822.00 GO HILTON........................................................................................................................................... 800-33
823.00 OWNER'S RECOGNITION PROGRAM ............................................................................................... 800-37
900 ACCESSIBILITY, SAFETY AND SECURITY
901.00 BUILDING CODE AND GOVERNMENT REGULATION ........................................................................ 900-2
902.00 ACCESSIBILITY ..................................................................................................................................... 900-2
903.00 EMERGENCY RESPONSE AND CRISIS INCIDENT PLANNING ....................................................... 900-17
904.00 FIRE LIFE SAFETY .............................................................................................................................. 900-21
905.00 SKYLIGHT INSPECTION ..................................................................................................................... 900-23
906.00 SECURITY TEAM MEMBERS.............................................................................................................. 900-23
907.00 GUEST ROOM SECURITY .................................................................................................................. 900-23
908.00 MASTER KEY CONTROL .................................................................................................................... 900-24
909.00 LOST AND FOUND .............................................................................................................................. 900-24
910.00 HOTEL ACCESS .................................................................................................................................. 900-25
911.00 INFORMATION PRIVACY AND DATA PROTECTION.......................................................................... 900-25
912.00 INSURANCE......................................................................................................................................... 900-49
913.00 TEAM MEMBER SECURITY ................................................................................................................ 900-59
914.00 RISK MITIGATION PLAN...................................................................................................................... 900-59
1000 NOT APPLICABLE TO THIS BRAND
1100 NOT APPLICABLE TO THIS BRAND
1200 NOT APPLICABLE TO THIS BRAND
2500 DESIGN, CONSTRUCTION & RENOVATION
DoubleTree - Hotels Brand Standards - Global Table of Contents
8 CONFIDENTIAL
DoubleTree - Hotels - Brand Standards - Global
Effective January 08, 2024
2500.00 DESIGN, CONSTRUCTION & RENOVATION PREAMBLE ............................................................... 2500-2
2501.00 EXTERIOR.......................................................................................................................................... 2500-5
2502.00 LOBBY AREA ................................................................................................................................... 2500-16
2503.00 PUBLIC RESTROOMS..................................................................................................................... 2500-32
2504.00 FOOD AND BEVERAGE .................................................................................................................. 2500-37
2505.00 EXECUTIVE LOUNGE...................................................................................................................... 2500-60
2506.00 COMMERCIAL FACILITIES.............................................................................................................. 2500-64
2507.00 MEETING FACILITIES...................................................................................................................... 2500-69
2508.00 RECREATIONAL FACILITIES .......................................................................................................... 2500-93
2509.00 CIRCULATION ................................................................................................................................ 2500-116
2510.00 GUESTROOM/SUITES................................................................................................................... 2500-126
2511.00 NOT APPLICABLE TO THIS BRAND ............................................................................................. 2500-152
2512.00 GUEST BATHROOM ...................................................................................................................... 2500-152
2513.00 BACK-OF-HOUSE .......................................................................................................................... 2500-168
2514.00 TECHNICAL CRITERIA.................................................................................................................. 2500-197
2515.00 FURNISHINGS, FIXTURES AND EQUIPMENT............................................................................. 2500-296
2516.00 FIRE PROTECTION AND LIFE SAFETY REQUIREMENTS ......................................................... 2500-318
2517.00 ACCESSIBILITY GUIDELINES....................................................................................................... 2500-349
2518.00 TECHNOLOGY WIRING STANDARDS.......................................................................................... 2500-349
2519.00 SIGNAGE AND GRAPHICS ........................................................................................................... 2500-362
DoubleTree - Hotels Brand Standards - Global Table of Contents
9 CONFIDENTIAL
DoubleTree - Hotels - Brand Standards - Global
Effective January 08, 2024
E
XHIBIT H-2
page 01
table of contents
INTRO 02
HOW TO USE THESE GUIDELINES 03
OUR NAME 04
BRAND VOICE 05
OUR LOGO 06
Colors 07
Minimum Size & Clear Space 08
Trademark 09
Correct Usage 10
OUR TAGLINE 11
OUR COLORS 12
OUR TYPEFACE
Primary 13
Secondary 14
International 15
Web Font 16
OUR BRAND PHOTOGRAPHY
Portrait 18
Still-life 21
Gradient Effect on Portrait 21
Still-life Composition 22
GRAPHIC SYSTEM
Spa Collateral Overview 23
Stationery System 24
Treatment Menu 25
Salon Menu 26
Gifting 27
Appointment & Referral Cards 28
Direct Mailer 29
Thank You Card 30
Banners & Posters 31
Wellness Tip Card 32
Digital Collateral 33
BRAND COPY 34
EFOREA SPA BRAND TEAM 40
E
XHIBIT
H-3
1
RESTAURANT BRANDS MANUAL
TABLE OF CONTENTS
Rev. 1 – January 18, 2024
i.
01
Section 1 – Concept Positioning (16 pages
1
)
a. Concept Statement
b. Concept Inspiration
c. Positioning Overview
d. Service Program Summary
e. Uniform Direction
f. Uniform Program Details and Purchasing Guidelines
g. Operating Supplies & Equipment (OS&E) Direction
h. Restaurant (FOH) OS&E Program Details, Selections, and Order Guide
i. Music Programming and Playlists
j. Signature Concept-Specific Rituals and Activations
02 Section 2 – Food and Beverage Program (18 pages)
a. Food and Beverage Program Overview.
b. Food and Beverage Program Inspiration and Positioning
c. Breakfast Meal Period Summary
Breakfast Mood Board and Reference Imageryi.
Sample Breakfast Menuii.
Operating Breakfast Menu and Supporting Recipe Cardsiii.
Specials, Limited Time Offers (LTOs), and Seasonal Menu Items andiv.
Supporting Recipe Cards
Dinner Mood Board and Reference Imagery
Sample Lunch and Dinner Menus
Operating Lunch Menu and Supporting Recipe Cards
Operating Dinner Menu and Supporting Recipe Cards
Specials, Limited Time Offers (LTOs), and Seasonal Menu Items and
Supporting Recipe Cards
e. Beverage Program Summary
Beverage Mood Board and Reference Imagery.f.
Operating Beverage (Cocktail, Beer, Wine, Spirits, and Non-Alcoholic
Menus and Supporting Recipe Cards
Specials, Limited Time Offers (LTOs), and Seasonal Menu Items and
Supporting Recipe Cards
03 Section 03 – Interior Design (may appear within Section 1, 16 pages)
a. Interior Design Concept Overview
b.
Interior Design References and Reference Imagery
1
Current maximum number of pages by Restaurant Brand.
i.
ii.
d.
All Day (Lunch and Dinner) Meal Period Summary
i.
Lunch Mood Board and Reference Imagery
ii.
iii.
iv.
v.
vi.
2
c. Sample Restaurant Interior Floor Plans
d. Sample Restaurant Renderings
e. Sample RCPs, Lighting Plans, and Finish/Material Direction
f. Kitchen / BOH Design, Layouts, and Equipment Specifications
04 Section 04 – Brand Identity, Visual Guidelines, and Assets (44 pages)
a. Naming Framework
b. Color Palate and Textures
c. Typefaces
d. Iconography
e. Rendered Collateral – Menus and other Printed Materials
f. Restaurant Signage Guidelines
g. Digital, Web, and Website Guidance
05 Section 05 – Restaurant Food and Beverage Menu Item and Recipe Library
Not mandatory, as applicable.
E
XHIBIT I
STATE FRANCHISE ADMINISTRATORS
AND AGENTS FOR SERVICE OF PROCESS
1 2024 US FDD All Brands
State
State Franchise Administrator
Agent for Service of Process
California
Commissioner
Department of Financial Protection and
Innovation
320 West 4th Street, Suite 750
Los Angeles, CA 90013-2344
866-275-2677
One Sansome Street, Suite 600
San Francisco, CA 94104-4428
415-972-8565
Commissioner
Department of Financial Protection and
Innovation
320 West 4th Street, Suite 750
Los Angeles, CA 90013-2344
866-275-2677
2101 Arena Blvd.
Sacramento, CA 95834
866-275-2677
Hawaii
Commissioner of Securities
Dept. of Commerce & Consumer Affairs
Business Registration Division
Securities Compliance Branch
King Kalakaua Building
335 Merchant Street, Room 205
Honolulu, HI 96813
808-586-2722
Commissioner of Securities
Dept. of Commerce & Consumer Affairs
Business Registration Division
Securities Compliance Branch
King Kalakaua Building
335 Merchant Street, Room 205
Honolulu, HI 96813
808-586-2722
Illinois
Office of the Attorney General
Franchise Bureau
500 South Second Street
Springfield, IL 62701
217-782-4465
Attorney General
500 South Second Street
Springfield, IL 62701
217-782-4465
Indiana
Secretary of State
Securities Division, Franchise Section
302 West Washington, Room E-111
Indianapolis, IN 46204
317-232-6681
Secretary of State
Securities Division, Franchise Section
302 West Washington, Room E-111
Indianapolis, IN 46204
317-232-6681
Maryland
Office of the Attorney General
Division of Securities
200 St. Paul Place
Baltimore, MD 21202-2020
410-576-6360
Maryland Securities Commissioner
200 St. Paul Place
Baltimore, MD 21202-2020
410-576-6360
Michigan
Michigan Office of Attorney General
Consumer Protection Division,
Franchise Section
525 West Ottawa Street
G. Mennen Williams Building, 1st Floor
Lansing, MI 48909
517-373-7622
Michigan Office of Attorney General
Consumer Protection Division
Franchise Section
525 West Ottawa Street
G. Mennen Williams Building, 1st Floor
Lansing, MI 48909
517-373-7622
Minnesota
Commissioner of Commerce
Department of Commerce
85 7
th
Place East, Suite 280
St. Paul, MN 55101
651-539-1500
Commissioner of Commerce
Department of Commerce
85 7
th
Place East, Suite 280
St. Paul, MN 55101
651-539-1500
STATE FRANCHISE ADMINISTRATORS
AND AGENTS FOR SERVICE OF PROCESS
2 2024 US FDD All Brands
State
State Franchise Administrator
Agent for Service of Process
New York
New York State Department of Law
Investor Protection Bureau
28 Liberty Street, 21st Floor
New York, NY 10005
212-416-8285
Attention: New York Secretary of State
Department of State
Division of Corporations
One Commerce Plaza, 6
th
Floor
99 Washington Avenue
Albany, NY 12231-0001
518-473-2492
North Dakota
North Dakota Securities Department
600 E. Boulevard Avenue,
State Capitol, 14th Floor, Dept. 414
Bismarck, ND 58505-0510
701-328-4712
Securities Commissioner
600 E. Boulevard Avenue,
State Capitol, Fifth Floor
Bismarck, ND 58505-0510
701-328-4712
Rhode Island
Department of Business Regulation
Securities Division
Bldg. 69, 1
st
Floor, John O. Pastore Center
1511 Pontiac Avenue
Cranston, RI 02920
401-462-9527
Director of Dept. of Business Regulation
Securities Division
Bldg. 69, 1
st
Floor, John O. Pastore Center
1511 Pontiac Avenue
Cranston, RI 02920
401-462-9527
South Dakota
Department of Labor and Regulation
Division of Insurance
Securities Regulation
124 S. Euclid, 2
nd
Floor
Pierre, SD 57501
605-773-3563
Division of Insurance
Director of Securities Regulation
124 S. Euclid Avenue, 2
nd
Floor
Pierre, South Dakota 57501
(605) 773-3563
Virginia
State Corporation Commission
Division of Securities and Retail Franchising
1300 East Main Street, 9th Floor
Richmond, VA 23219
804-371-9051
Clerk of State Corporation Commission
1300 East Main Street, 1
st
Floor
Richmond, VA 23219
804-371-9733
Washington
Department of Financial Institutions
Securities Division – 3
rd
Floor
150 Israel Road, S.W.
Tumwater, WA 98501
360-902-8760
Mailing Address:
Securities Division
PO BOX 41200
Olympia, WA 98504-1200
Director of Dept. of Financial Institutions
Securities Division – 3
rd
Floor
150 Israel Road, S.W.
Tumwater, WA 98501
360-902-8760
Wisconsin
Division of Securities
4822 Madison Yards Way, North Tower
Madison, Wisconsin 53705
(608) 266-2139
Division of Securities
4822 Madison Yards Way, North Tower
Madison, Wisconsin 53705
(608) 266-2139
STATE FRANCHISE ADMINISTRATORS
AND AGENTS FOR SERVICE OF PROCESS
3 2024 US FDD All Brands
If a state is not listed, we are not required to appoint an agent for service of process in that state in order to
comply with the requirements of franchise laws. There may be states in addition to those listed above in
which we have appointed an agent for service of process. There may also be additional agents appointed
in some of the states listed.
E
XHIBIT
J-1
Page 1 2024 US FDD STATE ADDENDA
Addendum to Disclosure Document
Pursuant to the California Franchise Investment Law
OUR WEBSITES HAVE NOT BEEN REVIEWED OR APPROVED BY THE CALIFORNIA DEPARTMENT
OF BUSINESS OVERSIGHT. ANY COMPLAINTS CONCERNING THE CONTENTS OF OUR
WEBSITES MAY BE DIRECTED TO THE CALIFORNIA DEPARTMENT OF BUSINESS OVERSIGHT AT
http://www.dbo.ca.gov
See the cover page of the Disclosure Document for our URL address. THE CALIFORNIA FRANCHISE
INVESTMENT LAW REQUIRES THAT A COPY OF ALL PROPOSED AGREEMENTS RELATING TO
THE SALE OF THE FRANCHISE BE DELIVERED TOGETHER WITH THE DISCLOSURE DOCUMENT.
1. Item 3 is amended to state that no person named in Item 2 is subject to any currently effective
order of any national securities association or national securities exchange, as defined in the
Securities Exchange Act of 1934, 15 U.S.C.A. 78a et seq., suspending or expelling such persons
from membership in such association or exchange.
2. Items 6, 9, and 17 (d), (e), and (i) are amended to state that the Franchise Agreement provides
for liquidated damages. Under California Civil Code Section 1671, certain liquidated damages
clauses are unenforceable. If the Franchise Agreement contains a provision that is inconsistent
with the law, the law will control.
3. Items 17 (b), (c), (d), (e), (f), (g), (h), (i) and (w) are amended to state that California Business and
Professions Code Sections 20000 through 20043 provide rights to you concerning termination or
non-renewal of a franchise. If the Franchise Agreement contains a provision that is inconsistent
with the law, the law will control.
4. Item 17 (h) is amended to state that the Franchise Agreement provides for termination upon
bankruptcy. This provision may not be enforceable under federal bankruptcy law (11 U.S.C.A.
Sec. 101 et seq).
5. Item 17 (w) is amended to state that the Franchise Agreement contains a provision requiring
application of the laws of New York. This provision may not be enforceable under California law.
6. Item 17 (v) is amended to state that the Franchise Agreement requires venue to be limited to
Fairfax County, Virginia unless we sue you where your Hotel is located. This provision may not be
enforceable under California law.
7. Items 17 (c) and (m) are amended to state that you must sign a general release of claims if you
renew or transfer your franchise. California Corporations Code Section 31512 voids a waiver of
your rights under the Franchise Investment Law (California Corporations Code Sections 31000
through 31516). Business and Professions Code Section 20010 voids a waiver of your rights
under the Franchise Relations Act (Business and Professions Code Sections 20000 through
20043).
8. Item 17 (s) is amended to state that California Corporations Code, Section 31125 requires us to
give you a disclosure document, approved by the Department of Corporations before we ask you
to consider a material modification of your Franchise Agreement.
Addendum to Disclosure Document
Pursuant to the Hawaii Franchise Investment Law
THE GENERAL RELEASE LANGUAGE CONTAINED IN THE FRANCHISE AGREEMENT SHALL NOT
RELIEVE US OR OUR AFFILIATES FROM LIABILITY IMPOSED BY THE LAWS CONCERNING
FRANCHISING OF THE STATE OF HAWAII.
Page 2 2024 US FDD STATE ADDENDA
THESE FRANCHISES HAVE BEEN FILED UNDER THE FRANCHISE INVESTMENT LAW OF THE
STATE OF HAWAII. FILING DOES NOT CONSTITUTE APPROVAL, RECOMMENDATION OR
ENDORSEMENT BY THE DIRECTOR OF COMMERCE AND CONSUMER AFFAIRS OR A FINDING BY
THE DIRECTOR OF COMMERCE AND CONSUMER AFFAIRS THAT THE INFORMATION PROVIDED
IN THIS DISCLOSURE DOCUMENT IS TRUE, COMPLETE AND NOT MISLEADING.
THE FRANCHISE INVESTMENT LAW MAKES IT UNLAWFUL TO OFFER "OR SELL ANY FRANCHISE
IN THIS STATE WITHOUT FIRST PROVIDING TO THE PROSPECTIVE FRANCHISEE, OR
SUBFRANCHISOR, AT LEAST 7 DAYS BEFORE THE EXECUTION BY THE PROSPECTIVE
FRANCHISEE, OF ANY BINDING AGREEMENT, OR AT LEAST 7DAYS BEFORE THE PAYMENT OF
ANY CONSIDERATION BY THE FRANCHISEE, OR SUBFRANCHISOR, WHICHEVER OCCURS
FIRST, A COPY OF THE DISCLOSURE DOCUMENT, TOGETHER WITH A COPY OF ALL PROPOSED
AGREEMENTS RELATING TO THE SALE OF THE FRANCHISE.
THIS DISCLOSURE DOCUMENT CONTAINS A SUMMARY ONLY OF CERTAIN MATERIAL
PROVISIONS OF THE FRANCHISE AGREEMENT. THE CONTRACT OR AGREEMENT SHOULD BE
REFERRED TO FOR A STATEMENT OF ALL RIGHTS, CONDITIONS, RESTRICTIONS AND
OBLIGATIONS OF BOTH THE FRANCHISOR AND THE FRANCHISEE.
Addendum to Disclosure Document
Pursuant to the Illinois Franchise Disclosure Act
Item 13 is amended to provide that while we do not own the Marks, our affiliate owns the Marks and has
licensed us to use the Marks and to sublicense the Marks to you.
1. Notice Required by Law:
THE TERMS AND CONDITIONS UNDER WHICH YOUR FRANCHISE CAN BE TERMINATED
AND YOUR RIGHTS UPON NON-RENEWAL MAY BE AFFECTED BY ILLINOIS LAW, 815 ILCS
705/19 AND 705/20.
2. Items 17 (v) and (w) are amended to state that the provisions of the Franchise Agreement and all
other agreements concerning governing law, jurisdiction, venue, choice of law and waiver of jury
trials will not constitute a waiver of any right conferred upon you by the Illinois Franchise
Disclosure Act. The Illinois Franchise Disclosure Act will govern the Franchise Agreement with
respect to Illinois licensees and any other person under the jurisdiction of the Illinois Franchise
Disclosure Act.
3. Section 41 of the Illinois Franchise Disclosure Act states that "any condition, stipulation, or
provision purporting to bind any person acquiring any franchise to waive compliance with any
provision of this Act or any other law of this State is void." This shall not prevent any person from
entering into a settlement agreement or executing a general release regarding a potential or
actual lawsuit filed under the provisions of the Illinois Franchise Disclosure Act, nor shall it
prevent the arbitration of any claims according to the provisions of Title 9 of the United States
Code.
Addendum to Disclosure Document
Pursuant to the Maryland Franchise Registration and Disclosure Law
The following provisions will supersede anything to the contrary in the Franchise Disclosure Document
and will apply to all franchises offered and sold under the laws of the State of Maryland:
1. Items 17 (b), (c), (d), (e), (f), (g), (h) and (i) are amended to state that the laws of the State of
Maryland may supersede the Franchise Agreement, in the areas of termination and renewal of
the Franchise.
Page 3 2024 US FDD STATE ADDENDA
2. Item 17 (h) is amended to state that the provision of the Franchise Agreement that provides for
termination upon your bankruptcy may not be enforceable under federal bankruptcy law (11
U.S.C. Section 101 et seq.).
3. Item 17 (v) is amended to state that you may sue in Maryland for claims arising under the
Maryland Franchise Registration and Disclosure Law. Any claims arising under the Maryland
Franchise Registration and Disclosure Laws must be brought within 3 years after the grant of the
Franchise.
4. Item 17 (w) is amended to state that nothing in the General Release under Section 16.8 of the
Franchise Agreement shall operate to release us or our affiliates from any liability under the
Maryland Franchise Registration and Disclosure Law.
5. 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.
MICHIGAN ADDENDUM TO DISCLOSURE DOCUMENT
THE STATE OF MICHIGAN PROHIBITS CERTAIN UNFAIR PROVISIONS THAT ARE SOMETIMES IN
FRANCHISE DOCUMENTS. IF ANY OF THE FOLLOWING PROVISIONS ARE IN THESE FRANCHISE
DOCUMENTS, THE PROVISIONS ARE VOID AND CANNOT BE ENFORCED AGAINST YOU.
(a) A prohibition on the right of a franchisee to join an association of franchisees.
(b) A requirement that a franchisee assent to a release, assignment, novation, waiver or estoppel
which deprives a franchisee of rights and protections provided in this act. This shall not preclude
a franchisee, after entering into a Franchise Agreement, from settling any and all claims.
(c) A provision that permits a franchisor to terminate a franchise prior to the expiration of its term
except for good cause. Good cause shall include the failure of the franchisee to comply with any
lawful provision of the Franchise Agreement and to cure such failure after being given written
notice thereof and a reasonable opportunity, which in no event need be more than 30 days, to
cure such failure.
(d) A provision that permits a franchisor to refuse to renew a franchise without fairly compensating
the franchisee by repurchase or other means for the fair market value at the time of expiration of
the franchisee's inventory, supplies, equipment, fixtures and furnishings. Personalized materials
which have no value to the franchisor and inventory, supplies, equipment, fixtures and furnishings
not reasonably required in the conduct of the franchise business are not subject to compensation.
This subsection applies only if (i) the term of the franchise is less than 5 years and (ii) the
franchisee is prohibited by the franchise or other agreement from continuing to conduct
substantially the same business under another trademark, service mark, trade name, logotype,
advertising of other commercial symbol in the same area subsequent to the expiration of the
franchise or the franchisee does not receive at least 6 months advance notice of Franchisor's
intent not to renew the franchise.
(e) A provision that permits the franchisor to refuse to renew a franchise on terms generally available
to other franchisees of the same class or type under similar circumstances. This section does not
require a renewal provision.
(f) A provision requiring that arbitration or litigation be conducted outside the State of Michigan. This
shall not preclude the franchisee from entering into an agreement, at the time of arbitration, to
conduct arbitration at a location outside the state of Michigan.
Page 4 2024 US FDD STATE ADDENDA
(g) A provision which permits a franchisor to refuse to permit a transfer of ownership of a franchise,
except for good cause. This subdivision does not prevent a franchisor from exercising a right of
first refusal to purchase the franchise. Good cause shall include, but is not limited to:
(i) The failure of the proposed transferee to meet the franchisor's then-current reasonable
qualifications or standards.
(ii) The fact that the proposed transferee is a competitor of the franchisor or subfranchisor.
(iii) The unwillingness of the proposed transferee to agree in writing to comply with all lawful
obligations.
(iv) The failure of the franchisee or proposed transferee to pay any sums owing to the
franchisor or to cure any default in the Franchise Agreement existing at the time of the
proposed transfer.
(h) A provision that requires the franchisee to resell to the franchisor items that are not uniquely
identified with the franchisor. This subdivision does not prohibit a provision that grants to a
franchisor a right of first refusal to purchase the assets of a franchise on the same terms and
conditions as a bona fide third party willing and able to purchase those assets, nor does this
subdivision prohibit a provision that grants the franchisor the right to acquire the assets of a
franchise for the market or appraised value of such assets if the franchisee has breached the
lawful provisions of the Franchise Agreement and has failed to cure the breach in the manner
provided in subdivision (c).
(i) A provision which permits the franchisor to directly or indirectly convey, assign, or otherwise
transfer its obligations to fulfill contractual obligations to the franchisee unless provision has been
made for providing the required contractual service.
THE FACT THAT THERE IS A NOTICE OF THIS OFFERING ON FILE WITH THE ATTORNEY
GENERAL DOES NOT CONSTITUTE APPROVAL, RECOMMENDATION OR ENDORSEMENT BY
THE ATTORNEY GENERAL.
ANY QUESTIONS REGARDING THIS NOTICE SHOULD BE DIRECTED TO:
OFFICE OF THE ATTORNEY GENERAL
CONSUMER PROTECTION DIVISION, FRANCHISE SECTION
525 W. OTTAWA ST.
G. MENNEN WILLIAMS BUILDING, FIRST FLOOR
LANSING, MICHIGAN 48933
517-373-7117
Addendum to Disclosure Document
Pursuant to the Minnesota Franchise Investment Law
1. Minnesota law provide that we must indemnify you against liability to third parties resulting from
claims by third parties that your use of our trademarks infringes trademark rights of the third
party. We do not indemnify you against the consequences of your use of our trademarks except
in accordance with the requirements of the Franchise Agreement, and, as a condition to
indemnification, you must provide notice to us of any such claim and tender the defense of the
claim to us within 10 days after the claim is asserted. If we accept the tender of defense, we
have the right to manage the defense of the claim, including the right to compromise, settle or
otherwise resolve the claim, and to determine whether to appeal a final determination of the
claim.
Page 5 2024 US FDD STATE ADDENDA
2. Items 17 (b), (c), (d), (e), (f), (g), (h) and (i) are amended to state that Minnesota law provides
you with certain termination and non-renewal rights. Minnesota Statutes, Section 80C.14,
subdivisions 3, 4, and 5 require, except in certain specified cases, that you be given 90 days
notice of termination (with 60 days to cure) and 180 days notice for non-renewal of the franchise
agreement.
3. Items 17 (a) and (m) are amended to state that the general release language contained in the
Franchise Agreement shall not relieve us or our affiliates, from liability imposed by the
Minnesota Franchise Investment Law.
4. Item 17 (i) is amended to state that Minnesota Rule 2860.4400J prohibits requiring you to
consent to liquidated damages.
5. Items 17 (i), (v) and (w) are amended to state that Minnesota Statutes, Sections 80C.21 and
Minnesota Rule 2860.4400J prohibits us from requiring litigation to be conducted outside
Minnesota, requiring waiver of a jury trial, or requiring you to consent to liquidated damages,
termination penalties or judgment notes. Nothing in the Franchise Disclosure Document or
agreement can abrogate or reduce any of your rights as provided for in Minnesota Statutes,
Chapter 80C, or your rights to any procedure, forum or remedies provided for by the laws of
Minnesota.
Addendum to Disclosure Document
Pursuant to the New York Franchise Sales Act
1. Item 3 is amended to add the following:
Neither we nor any individual listed in Item 2, have pending any administrative, criminal or material
civil action (or a significant number of civil actions irrespective of materiality) alleging: a felony; a
violation of a franchise, antitrust or securities law; fraud; embezzlement; fraudulent conversion;
misappropriation of property; unfair or deceptive practices or comparable civil or misdemeanor
allegations.
Neither we nor any individual listed in Item 2, have been convicted of a felony or pleaded nolo
contendere to a felony charge or, within the 10-year period immediately preceding the application for
registration, been convicted of a misdemeanor or pleaded nolo contendere to a misdemeanor charge
or been the subject of a civil action alleging: violation of a franchise, antitrust or securities law; fraud;
embezzlement, fraudulent conversion or misappropriation of property; or unfair or deceptive
practices or comparable allegations.
Neither we nor any individual listed in Item 2, are subject to any currently effective injunctive or
restrictive order or decree relating to franchises or under any federal, state or Canadian franchise,
securities, antitrust, trade regulation or trade practice law resulting from a concluded or pending
action or proceeding brought by a public agency; or are subject to any currently effective order of any
national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or
expelling such person from membership in such association or exchange; or are subject to a
currently effective injunctive or restrictive order relating to any other business activity as a result of an
action brought by a public agency or department, including, without limitation, actions affecting a
license as a real estate broker or sales agent.
2. Item 4 is amended to add the following:
During the 10-year period immediately preceding the date of this disclosure document, neither we
nor any person identified in Item 2 above, has filed as a debtor (or had filed against it) a petition to
start an action under the U.S. Bankruptcy Code; obtained a discharge of its debts under the
bankruptcy code; or was a principal officer of a company or a general partner in a partnership that
either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy
Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within 1
Page 6 2024 US FDD STATE ADDENDA
year after the officer or general partner of the franchisor held this position in the company or
partnership.
3, Item 17 is amended to add the following:
The franchisee may terminate the agreement upon any grounds available by law.
We will not assign our rights under the Franchise Agreement, except to an assignee who in our
good faith and judgment is willing and able to assume our obligations under the Franchise
Agreement.
The New York Franchises Law requires that New York law govern any cause of action which
arises under the New York Franchises Law.
The New York General Business Law, Article 33, Sections 680 through 695 may supersede any
provision of the Franchise Agreement that is inconsistent with that law.
You must sign a general release when you renew the Franchise Agreement and in connection
with any transfer under the Franchise Agreement. These provisions may not be enforceable
under New York law.
Our right to obtain injunctive relief exists only after proper proofs are made and the appropriate
authority has granted such relief.
Addendum to Disclosure Document
Pursuant to the North Dakota Franchise Disclosure Act
1. Item 17 (i) is amended to reflect that all liquidated damages provisions in the Franchise
Agreement are deleted in their entirety.
2. Item 17 (w) is amended to state that the laws of the State of North Dakota supersede any
provisions of the Franchise Agreement, the other agreements or New York law if such provisions
are in conflict with North Dakota law. The Franchise Agreement will be governed by North
Dakota law.
3. Item 17 (v) is amended to state that any provision in the Franchise Agreement which designates
jurisdiction or venue or requires the Licensee to agree to jurisdiction or venue, in a forum outside
of North Dakota, is deleted.
4. Item 17 (w) is amended to state that any provision in the Franchise Agreement which requires
you to waive your right to a trial by jury is deleted.
5. Items 17 (c) and (m) are amended to state that no release language set forth in the Franchise
Agreement shall relieve us or our affiliates from liability imposed by the North Dakota Franchise
Disclosure Act.
Addendum to Disclosure Document
Additional Information Required by the State of Rhode Island
In recognition of the requirements of the State of Rhode Island Franchise Investment Act §19-28.1 et seq.
(the “Act”), the Franchise Disclosure Document for use in the State of Rhode Island is amended as
follows:
Item 17 (h) is amended to state that termination of a franchise agreement as a result of insolvency or
bankruptcy may not be enforceable under federal bankruptcy law.
Page 7 2024 US FDD STATE ADDENDA
Items 17 (c) and (m) are amended to state that any release signed as a condition of transfer or renewal
will not apply to any claims you may have under the Rhode Island Franchise Investment Act.
Items 17 (u), (v) and (w) are amended to state that any provision in the franchise agreement restricting
jurisdiction or venue to a forum outside Rhode Island or requiring the application of laws of a state other
than Rhode Island is void as to a claim otherwise enforceable under the Rhode Island Franchise
Investment Act.
Addendum to Disclosure Document
Pursuant to the Virginia Retail Franchise Act
Item 17.h is amended to state that, pursuant to Section 13.1-564 of the Virginia Retail Franchising Act, it
is unlawful for a franchisor to cancel a franchise without reasonable cause. If any grounds for default or
termination stated in the Franchise Agreement do not constitute “reasonable cause” as that term may be
defined in the Virginia Retail Franchising Act or the laws of Virginia, that provision may not be
enforceable.
Addendum to Disclosure Document
Pursuant to the Washington Franchise Investment Protection Act
1. The state of Washington has a statute, RCW 19.100.180, which may supersede the franchise
agreement in your relationship with us, including areas of termination and renewal of your
franchise. There may also be court decisions which may supersede the franchise agreement in
your relationship with us, including the areas of termination and renewal of your franchise.
2. A release or waiver of rights you sign will not include rights under the Washington Franchise
Investment Protection Act except when executed pursuant to a negotiated settlement after the
Franchise Agreement is in effect and where the parties are represented by independent counsel.
Provisions that 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.
3. In the event of a conflict of laws, the provisions of the Washington Franchise Investment
Protection Act, Chapter 19.100 RCW shall prevail.
4. Transfer fees are collectable to the extent that they reflect our reasonable estimated or actual
costs in effecting a transfer.
5. In any arbitration or mediation involving a franchise purchased in Washington, the arbitration or
mediation site will be either in the state of Washington, or in a place mutually agreed upon at the
time of the arbitration or mediation, or as determined by the arbitrator or mediator at the time of
arbitration or mediation. In addition, if litigation is not precluded by the franchise agreement, a
franchisee may bring an action or proceeding arising out of or in connection with the sale of
franchises, or a violation of the Washington Franchise Investment Protection Act, in Washington.
6. Pursuant to RCW 49.62.020, a noncompetition covenant is void and unenforceable against an
employee, including an employee of a franchisee, 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 franchisee 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 franchise agreement or elsewhere that conflict with these limitations are void and
unenforceable in Washington.
7. RCW 49.62.060 prohibits a franchisor from restricting, restraining, or prohibiting a franchisee from
(i) soliciting or hiring any employee of a franchisee of the same franchisor or (ii) soliciting or hiring
Page 8 2024 US FDD STATE ADDENDA
any employee of the franchisor. As a result, any such provisions contained in the franchise
agreement or elsewhere are void and unenforceable in Washington.
E
XHIBIT
J-2
Exhibit J-2
RESTAURANT BRANDS
The following disclosure lists our current Restaurant Brands. In addition, the following information
supplements Item 13 of this Disclosure Document with respect to the trademarks used in
connection with our Restaurant Brands.
If you sign a Restaurant Brand Addendum, we will grant you a limited, nonexclusive right to use
a designated Restaurant Brand in the operation of a restaurant at or within your Hotel or Hotel
Site, at a specified location.
Our affiliate, HIH, has applied for registration on the principal register of the United States Patent
and Trademark Office the following trademarks and service marks for the following Restaurant
Brands:
Mark
Application Number
Application Date
Poppy’s (word mark)
98389401
February 2, 2024
Bronco Blanco (word mark)
98387504
February 1, 2024
Haley & Bear (word mark)
98387507
February 1, 2024
The Comeback (stylized)
98391872
February 5, 2024
Che Notte (word mark)
98387505
February 1, 2024
Magnolia Smokehouse & Kitchen (logo)
98397385
February 8, 2024
We do not have federal registration for the Restaurant Brand marks listed above.
Therefore, these marks do not have as many legal benefits and rights as federally
registered trademarks. If our rights to use these Marks are challenged, you may have to
change to alternative trademarks, which may increase your expenses. Alternatively, we
may permit you to convert your restaurant to another Restaurant Brand, which would
increase your expenses.
We may add, remove, or modify any of our Restaurant Brands at any time. However, we will
maintain our right to use and license or sublicense any Restaurant Brand that we license to you
under the Restaurant Brand Addendum during the term of your Restaurant Brand Addendum.
E
XHIBIT K
{004028-999987 M0028580.DOC; 1}
755 Crossover Lane
Memphis, TN 38117
**SAVE AS NEW DOCUMENT**
Insert Expected Closing Date
Lender [also insert in 2
nd
page header]
Attention:
Address
Address
Re: [Name of Hotel (City, State) – Facility No. ______; ALSO INSERT IN 2
nd
page header]
Ladies and Gentlemen:
HILTON FRANCHISE HOLDING LLC, a Delaware limited liability company [IF NEEDED:, successor by-
merger to SELECT DOUBLETREE FRANCHISE LLC, a Delaware limited liability company, EMBASSY
SUITES FRANCHISE LLC, a Delaware limited liability company, HILTON FRANCHISE LLC, a Delaware
limited liability company, HAMPTON INNS FRANCHISE LLC, a Delaware limited liability company,
HILTON GARDEN INNS FRANCHISE LLC, a Delaware limited liability company, HOMEWOOD SUITES
FRANCHISE, LLC, a Delaware limited liability company, HLT ESP FRANCHISE LLC, a Delaware limited
liability company OR SELECT HLT EXISTING FRANCHISE HOLDING LLC, a Delaware limited liability
company, successor in interest to SELECT [DT] Doubletree Hotel Systems, Inc. [ES, HAM, HWS] Promus
Hotels, Inc. [HFS, HGI, CON, WA] Hilton Inns, Inc.] SELECT FOR CANADA: HILTON WORLDWIDE
FRANCHISING LP, a limited partnership formed under the laws of England and Wales ] (“Franchisor”)
and ___________________, a ________________ (“Franchisee”) are parties to a franchise agreement
dated ________________, including all amendments, riders, supplemental agreements and assignments
(collectively, “Franchise Agreement”). Franchisee operates [ will operate ] the [INSERT brand ] hotel [ to
be ] located at _____________________ (“Hotel”) under the terms of the Franchise Agreement.
This letter agreement is being entered into in connection with a mortgage loan in the amount of
$________________ dated __________________, as such mortgage loan may be periodically amended,
modified, supplemented, extended or restated (“Loan”), from ________________ [IF LENDER IS NOT A
BANK: , a [State] [Type of Entity] (“Lender”) [IF NEEDED: as administrative agent for itself and other
participant lenders (in its capacity as administrative agent, “Lender”) ] to Franchisee [IF NOT
FRANCHISEE: _____________, a [State] [Type of Entity] (“Borrower”) ] to be used [IF MULTIPLE
PROPERTIES:, in part, ] for the direct benefit of the Hotel. [DESCRIBE BORROWER’S RELATIONSHIP
TO FRANCHISEE, e.g. Borrower is the owner of the real property on which the Hotel is located, which
Borrower leases to Franchisee, its affiliate.]
[IF MULTIPLE LENDERS, REFERENCE SHORT NAMES ABOVE AND USE CONSISTENTLY:
FIRST ALTERNATIVE: Franchisor is entitled to presume conclusively that notice to and actions or failures
to act by INSERT NAME OF ONE LENDER _______________________ (“Lead Lender”) are sufficient
for all purposes under this letter agreement and that rights under this letter agreement may only be
exercised by and the obligations under this letter agreement may only run to Lead Lender. Lead Lender
may designate in writing a different party to this letter agreement to represent all lenders, provided that
one party must be designated to represent all lenders.
SECOND ALTERNATIVE: First Lender [MODIFY AS NEEDED], Second Lender [MODIFY AS NEEDED]
and Third Lender [MODIFY AS NEEDED] will be collectively referred to as “Lender.” First Lender,
Second Lender and Third Lender have represented to Franchisor that they have entered into an
intercreditor agreement that establishes priorities among the lenders. Franchisor is not a party to the
intercreditor agreement and is relying on the representations of First Lender, Second Lender and Third
Lender. Franchisor is entitled to presume conclusively that the rights and obligations under this letter
agreement will run to the Lender who contacts Franchisor and represents that it is entitled by the terms of
Lender
Re: Hotel Name – Facility No. _____
Page 2
{004028-999987 M0028580.DOC; 1}
the intercreditor agreement to exercise the rights of Lender under this letter agreement. Lender agrees
that Franchisor shall have no obligation to resolve inconsistent instructions if it receives instructions from
more than one lender and Franchisor shall have no liability to any lender as a result of any action that
Franchisor takes in good faith at the direction of another lender, or any failure of Franchisor to act in the
face of inconsistent instructions.
[IF PRIOR LENDER COMFORT LETTER EXISTS:
Reference is also made to a letter agreement dated ____________, among Franchisor [CONFIRM
ENTITY], Franchisee [CONFIRM ENTITY] and Lender [CONFIRM ENTITY] (“Existing Comfort Letter”).
[IF EXISTING COMFORT LETTER IS WITH SAME LENDER: This letter agreement replaces the Existing
Comfort Letter, which is null and void, and of no further force or effect. ] [IF MORE THAN ONE EXISTING
COMFORT LETTER, MODIFY THIS AND ¶¶ 5 AND 6 AS NEEDED]
1. Cure Period.
(a) Notice of Franchisee Default. Franchisor will concurrently provide Lender a copy
of any default notice sent to Franchisee under the Franchise Agreement. The notice will be sent to Lender
at the address set forth above or such other address designated by Lender in writing, provided that only a
single address may be designated and it may not be a P.O. Box.
(b) Lender’s Cure Periods. Lender shall have the right, but not the obligation, to
cure the default within fifteen (15) calendar days beyond the expiration of any cure period given to
Franchisee (“Lender’s Cure Period”). If the default is for failure to comply with physical standards or
other non-monetary default which could only be cured by Lender acquiring possession and/or ownership
of the Hotel (each, an “Acquisition”), Lender may have an additional period of one hundred eighty (180)
calendar days, commencing at the expiration of Lender’s Cure Period, for Lender to complete its
Acquisition, through foreclosure or other appropriate proceedings (“Additional Period”); provided that
Lender must: (i) notify Franchisor no later than the date it commences proceedings (or promptly after
action is stayed or enjoined) that Lender wants the Additional Period; (ii) commence proceedings and
diligently prosecute such proceedings to completion; and (iii) comply with the obligations of Franchisee
under the Franchise Agreement not being performed by Franchisee during the Additional Period including
payment of all monetary obligations but excluding those obligations which can only be performed by
Franchisee or which Lender cannot perform without possession and/or ownership of the Hotel. On
request by Lender, the Additional Period may be further extended by Franchisor in its determination,
which determination shall take into consideration the period of time required to complete an Acquisition in
the applicable jurisdiction, and any period of time in which Lender’s action has been stayed or enjoined. If
Franchisor has not issued a default notice to Franchisee or Lender has cured Franchisee’s default during
Lender’s Cure Period and Lender commences a foreclosure or other proceeding intended to result in an
Acquisition, Lender may exercise the rights under this letter agreement under the terms and timelines
outlined in this Subparagraph. If Franchisor has not issued a default notice, Lender’s notice to Franchisor
of Franchisee’s default under the Loan will be deemed to initiate the timeline outlined under the Lender’s
Cure Period and Additional Period. Franchisor acknowledges and agrees that an Acquisition shall not be
deemed a sale or lease of the Hotel under the Franchise Agreement, nor a violation of any control or
transfer provisions of the Franchise Agreement, and shall not be subject to any right of first refusal or right
of first offer contained in the Franchise Agreement.
(c) Franchisor’s Rights to Terminate Franchise Agreement. Notwithstanding any
other provision of this letter agreement, Franchisor may terminate the Franchise Agreement if any of the
following occur: (i) Franchisee’s default or any subsequent default, in the sole opinion of Franchisor,
damages the image or reputation of Franchisor or any brand name owned and/or licensed by Hilton
Worldwide Holdings Inc., a Delaware corporation, or its subsidiaries or affiliates (collectively, “Hilton”);
(ii) Franchisor is required to terminate the Franchise Agreement by court order or action of any trustee in
Lender
Re: Hotel Name – Facility No. _____
Page 3
{004028-999987 M0028580.DOC; 1}
bankruptcy or debtor in possession of the Hotel; or (iii) the Additional Period expires without other
arrangements, satisfactory to Franchisor in its sole discretion, having been entered into between
Franchisor and Lender.
(d) Expiration of Franchise Agreement. Nothing in this letter agreement will extend
the Franchise Agreement beyond its stated expiration date.
(e) Receiver Appointment. If a receiver is appointed to operate the Hotel at the
request of Lender, Franchisor may require the receiver to enter into Franchisor’s then-current form of
receiver agreement, with such modifications as mutually agreed between Franchisor, Lender and
receiver, or other documentation that Franchisor considers reasonably necessary.
2. Acquisition and Assumption.
(a) [DELETE THIS SUBPARAGRAPH 2(a) IF THE HOTEL IS HILTON-MANAGED
WITH A FRANCHISE OR FOR PORTFOLIO LOANS IF THE NUMBER OF HOTELS OPERATING
UNDER THE SAME BRAND EXCEEDS THE THRESHOLD] Lender’s Election to Waive Assumption of
Franchise Agreement. Lender may give written notice (a “Waiver Notice”) to Franchisor of Lender’s
election to waive Lender’s right to assume the Franchise Agreement at any time (i) during Lender’s Cure
Period, or the Additional Period, as the Additional Period may be extended in accordance with
Subparagraph 1(b) of this letter agreement, or (ii) within twenty (20) calendar days after the completion of
the Acquisition. If given, the Waiver Notice will be effective twenty (20) calendar days after Franchisor’s
receipt of the Waiver Notice, and Franchisor may rely on the Waiver Notice to exercise its remedies
against Franchisee under the Franchise Agreement, including termination of the Franchise Agreement.
Lender shall not be liable for any termination fees or liquidated damages arising from the early
termination of the Franchise Agreement; provided, however, if Lender or its designee is or comes into
possession of the Hotel before the Waiver Notice is effective, then Lender shall be responsible for post-
termination de-identification obligations at the Hotel, and for payment of any fees owed to Franchisor
pursuant to the Franchise Agreement that accrued while Lender was in possession of the Hotel before
the Waiver Notice is effective, but excluding termination fees or liquidated damages.
(b) Acquisition and Franchise Agreement Assumption. [DELETE FIRST SENTENCE
ONLY IF 2(a) IS DELETED: If Lender does not deliver the Waiver Notice to Franchisor under
Subparagraph 2(a), the Franchise Agreement will continue in full force and effect. ] If Lender acquires
possession and/or ownership of the Hotel as the result of an Acquisition, Lender will be deemed to have
assumed the Franchise Agreement as of the date of the Acquisition. Lender will be obligated to perform
all of the obligations of Franchisee under the Franchise Agreement existing at or accruing after the
Acquisition date, including the payment of fees owed to Franchisor (“Assumption”). Any conditions in the
transfer provisions of the Franchise Agreement that Franchisor deems relevant shall apply with respect to
the Assumption, including but not limited to the obligation for Lender to submit its ownership structure,
organizational documents and evidence of insurance. Lender must, within ten (10) business days after
receipt of a request from Franchisor, provide to Franchisor all information necessary for Franchisor to
determine that Lender is not a Sanctioned Person (as defined below), as well as the other information
reasonably requested. If Franchisor confirms that Lender is not a Sanctioned Person, Franchisor will
promptly prepare Franchisor’s then-current form assumption agreement (“Assumption Agreement”) to
document the Assumption, and deliver the Assumption Agreement to Lender. Lender must execute and
return the Assumption Agreement to Franchisor within ten (10) business days after receipt from
Franchisor. Lender’s failure to timely execute and deliver the Assumption Agreement may be deemed a
default under the Franchise Agreement entitling Franchisor to terminate the Franchise Agreement. Any
renovation requirements imposed by Franchisor in connection with the Assumption will not exceed those
which Franchisor could have imposed had Franchisee remained as the Franchisee under the Franchise
Agreement. In lieu of any transfer or application fee for the Assumption, Lender agrees to pay Franchisor
Lender
Re: Hotel Name – Facility No. _____
Page 4
{004028-999987 M0028580.DOC; 1}
a processing fee of Five Thousand Five Hundred Dollars ($5,500). In connection with the Assumption,
Lender must diligently cure all defaults which it could not cure before the Acquisition under the terms of
Subparagraph 1(b), within the time period determined by Franchisor based on the nature of the default
and/or the condition of the Hotel at the time of Lender’s Acquisition except for personal and non-curable
defaults. “Personal and non-curable defaults” means that the default (i) occurred before the date of
Lender’s Acquisition; (ii) is a non-curable default; (iii) is purely personal to Franchisee (e.g., failure to
provide adequate notice or past failure to maintain Franchisee’s company status); and (iv) is unrelated to
the operation of the Hotel.
(c) [INCLUDE ONLY IF EQUITY ACQUISITION LANGUAGE IS REQUESTED]
Equity Acquisition and Amendment. If Lender acquires ownership of the Franchisee by means of an
Equity Acquisition, Lender will be deemed to have assumed the rights and obligations of the Franchisee
under the Franchise Agreement as of the date of the Equity Acquisition, and Lender must diligently cure
all defaults which Lender could not cure before the Equity Acquisition under the terms of
Subparagraph 1(b), within the time period determined by Franchisor based on the nature of the default
and/or the condition of the Hotel at the time of Lender’s Equity Acquisition. Lender must enter into an
amendment to the Franchise Agreement to document the change of control of Franchisee, which will,
among other things, contain a new ownership structure for Franchisee (“Amendment”). Subject to
confirmation that Lender is not a Sanctioned Person, Franchisor will prepare the Amendment promptly
after receipt of any information requested under this Subparagraph 2(c). Franchisor will deliver the
Amendment to Lender, and Lender will execute and return the Amendment to Franchisor within ten (10)
business days after Franchisor delivers it. Lender’s failure to timely execute and deliver to Franchisor the
Amendment shall be a default under the Franchise Agreement entitling Franchisor to terminate the
Franchise Agreement. Any renovation requirements imposed by Franchisor in connection with the
Amendment will not exceed those which Franchisor could have imposed had such change of control of
Franchisee not occurred. In lieu of any transfer or application fee, Lender agrees to pay Franchisor a
processing of Five Thousand Five Hundred Dollars ($5,500). For the avoidance of doubt, an Equity
Acquisition is not an Acquisition, and the provisions of Subparagraphs 2(a) and 2(b) shall not apply with
respect to any Equity Acquisition; provided, however, that the term “Assumption” as referenced in
Subparagraph 2(d) and Paragraph 10 shall also include Lender’s assumption of the rights and obligations
of the Franchisee under the Franchise Agreement as of the date of the Equity Acquisition.
(d) Lender’s Sale to Third Party After Assumption. The transfer provisions of the
Franchise Agreement will apply to any sale, assignment or transfer by Lender after an Assumption. If the
transfer is to a third party who desires to continue to operate the Hotel, these provisions require a change
of ownership application, approval of the third party, and payment of an application fee.
3. Notice to Franchisor. Lender agrees to notify Franchisor (a) contemporaneously with
commencement of any action that may result in an Acquisition, (b) contemporaneously with the filing of a
petition for appointment of a receiver or any other action initiated by Lender that materially impacts
possession of the Hotel, (c) promptly after an Acquisition of the date the Acquisition occurred, or
(d) promptly after Lender no longer has a security interest in the Hotel or the Loan is paid in full, but
Lender’s failure to give notice under this Subparagraph 3(d) will not affect the automatic termination of
this letter agreement under Paragraph 13 [NO ESTOPPEL] 14 [ESTOPPEL]. Lender further agrees to
promptly provide to Franchisor a copy of any order appointing a receiver, or any other judicial or
administrative order from an action initiated by Lender that materially impacts possession of the Hotel. All
notices to Franchisor should be sent to the following address or such other address periodically
designated by Franchisor in writing:
Lender
Re: Hotel Name – Facility No. _____
Page 5
{004028-999987 M0028580.DOC; 1}
Hilton Worldwide Holdings Inc.
Attention: General Counsel
7930 Jones Branch Drive, Suite 1100
McLean, VA 22102
If Lender wishes to send a notice to Franchisor regarding securitizations, Lender may send the notice by
any method described above, or by email (with read receipt confirmation) at
Lender.Comfort.[email protected] or such other email address as Franchisor may periodically
designate by notice to Lender.
4. Confidentiality and Non-Disclosure. The provisions of this letter agreement shall not
be disclosed by Lender or Franchisee to any third party, excepting (a) the respective employees,
directors, officers, agents, regulators or legal and financial representatives of each of Franchisee, Lender
and Lender’s servicers, trustees and certificate holders, on a need-to-know basis; (b) as required by law;
(c) as mutually agreed to by the parties; (d) as part of any due diligence performed as a part of a sale,
assignment, participation or securitization of the Loan by Lender or a sale of the Hotel after an
Acquisition; (e) any investor or potential investor in, or underwriter of, the Loan; and/or (f) any rating
agency that rates securities backed by the Loan. Except as provided above, Franchisee and Lender
agree not to copy, reproduce or otherwise make available in any form whatsoever to any other person,
firm, corporation, or business, the provisions of this letter agreement.
5. Franchisee Estoppel and Release. As consideration for this letter agreement relating
to the Loan:
(a) Franchisee hereby certifies to Franchisor that the Franchise Agreement is in full
force and effect, and no default, claim, breach, offset, defense to full and strict enforcement, waiver, or
estoppel (collectively, a “Claim”), or condition that could with passage of time, giving notice or otherwise
become a Claim, currently exists or has existed against Franchisor under the Franchise Agreement [IF
APPLICABLE: or the Existing Comfort Letter].
(b) [IF APPLICABLE: Franchisee hereby represents that the loan referenced in the
Existing Comfort Letter has been paid in full [DELETE FIRST CLAUSE IF LOAN IS BEING ASSUMED]
and agrees that the Existing Comfort Letter is null and void and of no further force and effect, and
Franchisor has no obligations of any kind under the Existing Comfort Letter.]
(c) Franchisee hereby agrees that this letter agreement will remain in full force and
effect in favor of Lender with respect to the Loan, as the Loan may periodically be modified, amended,
extended, supplemented, or restated.
(d) Franchisee hereby agrees that this letter agreement was provided to Lender at
Franchisee’s request.
(e) Franchisee hereby fully and forever releases, discharges, and agrees to
indemnify, defend, and hold harmless Franchisor, its predecessors, successors and assigns and each of
their respective former and present officers, employees, directors, shareholders, partners, members,
parents, subsidiaries, affiliates, alter egos, representatives, agents, and attorneys (collectively, the
“Released Parties”), from any and all Claims, demands, liens, actions, agreements, suits, causes of
action, obligations, controversies, debts, costs, attorney’s fees, expenses, damages, judgments, orders,
and liabilities of whatever kind or nature in law, equity, or otherwise, whether now known or suspected
which have existed, may or do exist (“Released Claims”), based on any facts, events, or omissions
occurring before the execution of this letter agreement which arise out of, concern, pertain, or relate in
any way to the Franchise Agreement [IF APPLICABLE: or the Existing Comfort Letter ]. Franchisee
acknowledges that it may hereafter discover Claims presently unknown or unsuspected, or facts in
Lender
Re: Hotel Name – Facility No. _____
Page 6
{004028-999987 M0028580.DOC; 1}
addition to or different from those which it now knows or believes to be true, with respect to the matters
released by this letter agreement. Nevertheless, Franchisee fully and finally settles and releases all such
matters, and all Claims relative thereto, which do now exist, may exist or have existed between the
Released Parties and Franchisee.
6. Lender Estoppel and Release. As consideration for this letter agreement relating to the
Loan:
(a) Lender hereby certifies to Franchisor that Lender is not a Sanctioned Person.
“Sanctioned Person” means any person, entity, or Government, including those with Control over such
persons or entities, or acting on behalf of such persons or entity, who is subject to Trade Restrictions that
prohibit or restrict the Parties’ performance of the Parties’ obligations under this agreement. “Trade
Restrictions” means trade, economic or investment sanctions, export controls, anti-terrorism, non-
proliferation, anti-money laundering and similar restrictions in force pursuant to laws, rules and
regulations imposed under Laws to which the Parties are subject.
(b) Lender hereby represents and warrants in favor of Franchisor that Lender is not
a Competitor of Franchisor.
(c) Lender hereby represents and warrants in favor of Franchisor that [IF LENDER
IS A BANK] Lender does not own any Equity Interest in Franchisee [IF LENDER IS NOT A BANK] neither
Lender nor any of its officers or directors own any Equity Interest in Franchisee.
(d) Lender hereby agrees that this letter agreement shall remain in full force and
effect in favor of Lender with respect to the Loan, as the Loan may periodically be modified, amended,
extended, supplemented or restated, without the need for further action by Lender or Franchisor.
(e) [IF LENDER IS A PARTY TO EXISTING COMFORT LETTER:] Lender hereby
certifies to Franchisor that no Claim, or condition that could with the passage of time, giving notice or
otherwise become a Claim by Lender, currently exists or has existed against Franchisor under the
Existing Comfort Letter; agrees that the Existing Comfort Letter is null and void and of no further force
and effect; and agrees that Franchisor has no obligations of any kind under the Existing Comfort Letter.
(f) [IF FOR A LOAN ORIGINATED AT AN EARLIER DATE: Lender hereby
represents and warrants as of the date of its signature below that Lender has not issued a notice of
default with respect to the Loan and is not aware of any issue that currently constitutes a default under
the Loan and that Lender has not taken any action intended to result in Lender acquiring possession
and/or ownership of the Hotel.
(g) Lender hereby fully and forever releases, discharges, and agrees to indemnify,
defend and hold harmless the Released Parties from any and all Released Claims by Lender based on
any facts, events, or omissions occurring before the execution of this letter agreement which arise out of,
concern, pertain, or relate in any way to this letter agreement. [IF LENDER IS A PARTY TO EXISTING
COMFORT LETTER, ADD or the Existing Comfort Letter.] [FOR CANADA ONLY; provided, however that
this release will not relieve any of the Released Parties from any liability imposed by the Ontario Arthur
Wishart Act (Franchise Disclosure), 2000, that may have existed as of the Effective Date of this
agreement.]
7. [IF REQUESTED, CHECK REFERENCES IN ¶¶ 3 / 6: Franchisor Estoppel. Subject
to the acknowledgement by Lender that Franchisor does not own or operate the Hotel, Franchisor hereby
certifies to Lender that, to Franchisor’s knowledge as of the date indicated on the first page of this letter
agreement, (a) the Franchise Agreement is in full force and effect, and (b) no Default currently exists
under the Franchise Agreement. “Franchisor’s knowledge” means the actual knowledge of applicable
Lender
Re: Hotel Name – Facility No. _____
Page 7
{004028-999987 M0028580.DOC; 1}
and reasonably obvious Hotel operational matters regularly reviewed by company employees who have
given their attention to such matters in the ordinary course of business and does not include any
investigation by those employees or others of other matters or beyond their usual and customary reviews
of the Hotel, nor does it include constructive notice of matters or information located in public or Hotel
records. "Default" means matters which have been the subject of an actual notice of default under the
Franchise Agreement and does not include matters which are or may be in process, under discussion, or
otherwise addressed. [IF QUALIFIERS: Notwithstanding the foregoing, Lender is advised that the Hotel
failed its most recent Quality Assurance Inspection, but the failure is not a Default.]
8. Assignment. This letter agreement may not be assigned by Lender without the written
consent of Franchisor; provided, however, Franchisor’s consent is not required for any assignment to:
(a) a direct or indirect subsidiary or affiliate of Lender in connection with an
Acquisition.
(b) the trustee in a securitization if Lender (i) directly transfers the Loan to the
trustee and (ii) gives notice to Franchisor within thirty (30) days of the transfer, identifying the new
“Lender” and the new address for notice. If Lender fully complies with the provisions of this
Subparagraph, Franchisor will recognize the trustee as “Lender” under this letter agreement; but
Franchisor may, in its discretion, reject any notice that is not sent by Lender or that is not sent in a timely
manner in accordance with this Subparagraph.
(c) [IF LENDER IS ACTING AS AN ADMINISTRATIVE AGENT:] any successor
administrative agent with respect to the Loan if the successor is a national bank, a state-chartered bank,
commercial bank, or the U.S. branch of a foreign bank authorized to operate in the U.S., and the
administrative agent identified as “Lender” under this letter agreement gives notice to Franchisor,
identifying the new “Lender” and the new address for notice, within thirty (30) days of the transfer, but
Franchisor may, in its discretion, reject any notice that is not sent by Lender or that is not sent in a timely
manner in accordance with this Subparagraph.
(d) any subsequent holder or holders of the Loan (“Assignee”) if (1) the Loan is not
in default when notice is given; (2) Lender gives notice to Franchisor, identifying Assignee and the new
address for notice, within thirty (30) days of the transfer; and (3) the Assignee (i) is a national bank, state-
chartered bank, commercial bank, investment bank, pension fund, finance company, insurance company,
or other financial institution engaged in the business of making loans or any fund managed by any of the
foregoing, (ii) is not a Competitor of Franchisor, and (iii) does not own directly or indirectly, any equity
interest in Franchisee or its constituent owners; provided, however, that Franchisor may, in its discretion,
reject a notice if the Loan is in default when notice is given, or if the notice is not sent by Lender, or if
notice is not sent in a timely manner in accordance with this Subparagraph. On receipt and acceptance of
the notice, Franchisor will promptly prepare its then-current form of Assignment and Assumption
Agreement (“Assignment”) and Lender and Assignee must promptly execute and return the Assignment.
Franchisor may charge a nominal fee for processing the Assignment. If there is more than one Assignee,
the Assignees must (i) designate a single representative to receive notices, negotiate on behalf of and
bind each Assignee in connection with this letter agreement and any assignment thereof, and
(ii) acknowledge that Franchisor shall be entitled to rely on such designation and deal solely with such
representative without the necessity of notifying, negotiating with, or obtaining the consent of, each
Assignee.
9. Communication with Lender. Franchisee agrees that Franchisor may discuss with
Lender or its designee the status of the Hotel, the Franchise Agreement, or any matter to which Lender is
entitled to notice under the terms of this letter agreement. Franchisee agrees that the Released Parties
Lender
Re: Hotel Name – Facility No. _____
Page 8
{004028-999987 M0028580.DOC; 1}
shall not be liable to Franchisee for taking any action or providing any information required or
contemplated by this letter agreement.
10. Management. Any change to the management company for the Hotel (“Management”)
made by Lender or a receiver before an Assumption is subject to Franchisor’s prior written approval.
Franchisor will use its business judgment in determining whether to approve the new Management. After
an Assumption, the terms of the Franchise Agreement will govern with respect to Management, provided,
however, Lender shall not be bound by any requirements of the Franchise Agreement to manage the
Hotel itself.
11. Subordination. Franchisor acknowledges and agrees that the Franchise Agreement, to
the extent that it creates any interest in the Hotel, is and shall be subordinate to the mortgage or deed of
trust of Lender placed or to be placed on the Hotel in accordance with the terms of the Loan.
12. Collateral Assignment. If the Franchise Agreement is being pledged by Franchisee to
Lender as security for Franchisee’s obligations to Lender under the Loan, issuance of this letter
agreement evidences Franchisor’s consent to the collateral assignment. Lender’s rights in connection
with the Franchise Agreement are governed by the terms and conditions in this letter agreement.
13. Execution. This letter agreement may be signed in counterparts, each of which will be
considered an original. The parties agree to conduct the transaction by electronic means which will be
initiated by Franchisor. An authorized representative of Franchisor will countersign on behalf of
Franchisor when all conditions are fulfilled.
14. Effectiveness and Termination. This letter agreement will be effective only when
Franchisor receives signatures indicating acceptance by Lender and Franchisee and Franchisor’s
authorized representative countersigns on the signature page. If Franchisor does not receive signed
copies from Lender and Franchisee within thirty (30) days from the date indicated on the first page of this
letter agreement, Franchisor’s offer to enter into this letter agreement may be withdrawn. Once effective,
this letter agreement will automatically terminate if (a) Lender no longer has a security interest in the
Hotel or the Loan is paid in full, (b) Lender transfers the Loan to another entity unless this letter
agreement is assigned in compliance with its terms, (c) Lender materially breaches this letter agreement,
(d) Lender has been taken over in any manner by any state or federal agency, (e) Franchisee transfers
the Franchise Agreement and the transfer results in a new franchise agreement being entered, or
(f) Franchisor terminates the Franchise Agreement in accordance with the terms of this letter agreement.
15. General. No entity may exercise any rights as Lender under this letter agreement if the
entity or any affiliate is or becomes the owner of a direct or indirect beneficial interest (except a strictly
passive interest) in Franchisee, other than through the exercise of rights under the Loan. The provisions
of this letter agreement are applicable only for the Hotel and the parties to this letter agreement. Issuance
and execution of this letter agreement or the granting of any conditions provided in this letter agreement
does not constitute an obligation on Franchisor’s part to provide the same at any future date. This letter
agreement sets forth the entire agreement of the parties to this letter agreement in regard to the matters
addressed in this letter agreement. Capitalized terms not otherwise defined in this letter agreement shall
have the meanings assigned to the term in the Franchise Agreement.
Lender
Re: Hotel Name – Facility No. _____
Page 9
{004028-999987 M0028580.DOC; 1}
Sincerely,
HILTON FRANCHISE HOLDING LLC
OR SELECT HLT EXISTING FRANCHISE HOLDING LLC
OR IF HOTEL IS IN CANADA HILTON WORLDWIDE FRANCHISING LP
Signature Blocks on Following Page
Lender
Re: Hotel Name – Facility No. _____
Page 10
{004028-999987 M0028580.DOC; 1}
LENDER:
[NAME]
By:
Name:
Title:
Accepted and agreed to
DATE
FRANCHISEE:
[NAME]
By:
Name:
Title:
Accepted and agreed to
DATE
FRANCHISOR:
HILTON FRANCHISE HOLDING LLC
OR SELECT HLT EXISTING FRANCHISE HOLDING LLC
By:
Name:
Title: Authorized Signatory
Effective Date:
Lender
Re: Hotel Name – Facility No. _____
Page 11
{004028-999987 M0028580.DOC; 1}
FRANCHISOR IF HOTEL IS IN CANADA
HILTON WORLDWIDE FRANCHISING LP,
a limited partnership formed under the laws of England and Wales
By: HILTON WORLDWIDE MANAGE LIMITED,
Its General Partner
By:
Name:
Title: Authorized Signatory
Effective Date:
{004028-999987 M0027976.DOC; 1}
755 Crossover Lane
Memphis, TN 38117
**SAVE AS NEW DOCUMENT**
Insert Expected Closing Date
Lender [also insert in 2
nd
page header]
Attention:
Address
Address
Re: [Name of Hotel (City, State) – Facility No. ______; ALSO INSERT IN 2
nd
page header]
Mezzanine Lender Comfort Letter
Ladies and Gentlemen:
HILTON FRANCHISE HOLDING LLC, a Delaware limited liability company [IF NEEDED:, successor-by-
merger to SELECT DOUBLETREE FRANCHISE LLC, a Delaware limited liability company, EMBASSY
SUITES FRANCHISE LLC, a Delaware limited liability company, HILTON FRANCHISE LLC, a Delaware
limited liability company, HAMPTON INNS FRANCHISE LLC, a Delaware limited liability company,
HILTON GARDEN INNS FRANCHISE LLC, a Delaware limited liability company, HOMEWOOD SUITES
FRANCHISE, LLC, a Delaware limited liability company, HLT ESP FRANCHISE LLC, a Delaware limited
liability company OR SELECT HLT EXISTING FRANCHISE HOLDING LLC, a Delaware limited liability
company, successor-in-interest to [DT Doubletree Hotel Systems, Inc. [ES, HAM, HWS Promus Hotels,
Inc. [HFS, HGI, CI, WAC Hilton Inns, Inc.] SELECT FOR CANADA: HILTON WORLDWIDE
FRANCHISING LP, a limited partnership formed under the laws of England and Wales] (“Franchisor”)
and ___________________, a ________________ (“Franchisee”) are parties to a franchise agreement
dated ________________, including all amendments, riders, supplemental agreements and assignments
(collectively, “Franchise Agreement”). Franchisee operates [ will operate ] the [INSERT brand ] hotel [ to
be ] located at _____________________ (“Hotel”) under the terms of the Franchise Agreement.
This letter agreement is being entered into in connection with a mezzanine loan in the amount of
$_______________, dated _________, as such mezzanine loan may be periodically amended, modified,
supplemented, extended or restated (“Loan”) from ____________ [IF LENDER IS NOT A BANK: , a
[State] [Type of Entity] (“Lender”) [IF NEEDED: as administrative agent for itself and other participant
lenders (in its capacity as administrative agent, (“Lender”)) ] to Franchisee [IF NOT FRANCHISEE:
____________, a [State] [Type of Entity] (“Mezzanine Borrower”) ] to be used [IF MULTIPLE
PROPERTIES:, in part, ] for the direct benefit of the Hotel. [DESCRIBE BORROWER’S RELATIONSHIP
TO FRANCHISEE. (e.g.,Mezzanine Borrower is the owner of the real property on which the Hotel is
located, which Borrower leases to Franchisee, its affiliate. ]
[IF MULTIPLE LENDERS, REFERENCE SHORT NAMES ABOVE AND USE CONSISTENTLY:
FIRST ALTERNATIVE: Franchisor is entitled to presume conclusively that notice to and actions or failures
to act by INSERT NAME OF ONE LENDER _______________________ (“Lead Lender”) are sufficient
for all purposes under this letter agreement and that rights under this letter agreement may only be
exercised by and the obligations under this letter agreement may only run to Lead Lender. Lead Lender
may designate in writing a different party to this letter agreement to represent all lenders, provided that
one party must be designated to represent all lenders.
SECOND ALTERNATIVE: First Lender [MODIFY AS NEEDED], Second Lender [MODIFY AS NEEDED]
and Third Lender [MODIFY AS NEEDED] will be collectively referred to as “Lender.” First Lender,
Second Lender and Third Lender have represented to Franchisor that they have entered into an
intercreditor agreement that establishes priorities among the lenders. Franchisor is not a party to the
intercreditor agreement and is relying on the representations of First Lender, Second Lender and Third
Lender. Franchisor is entitled to presume conclusively that the rights and obligations under this letter
Lender
Re: Hotel Name – Facility No. _____
Mezzanine Lender Comfort Letter
Page 2
{004028-999987 M0027976.DOC; 1}
agreement will run to the Lender who contacts Franchisor and represents that it is entitled by the terms of
the intercreditor agreement to exercise the rights of Lender under this letter agreement. Lender agrees
that Franchisor shall have no obligation to resolve inconsistent instructions if it receives instructions from
more than one lender and Franchisor shall have no liability to any lender as a result of any action that
Franchisor takes in good faith at the direction of another lender, or any failure of Franchisor to act in the
face of inconsistent instructions.
[IF THERE IS A MORTGAGE LENDER]
Franchisor, Franchisee and ______________ (“Mortgage Lender”) [SELECT: entered into a letter
agreement dated ___________ OR are contemporaneously entering into a letter agreement ] containing
substantially the same terms as this letter agreement with respect to the mortgage loan (“Mortgage
Letter Agreement”). Lender agrees that any and all rights under this letter agreement are subordinate to
any and all rights of Mortgage Lender under the Mortgage Letter Agreement as long as the Mortgage
Letter Agreement is effective. [IF MORTGAGE LENDER IS THE MEZZANINE LENDER If, when a notice
of default is issued, the notice address for "Lender" under more than one letter agreement is the same,
Franchisor's obligation to provide notice to Lender at the address designated in more than one letter shall
be satisfied by sending one notice, and multiple notices shall not be required.]
[IF PRIOR LENDER COMFORT LETTER EXISTS:
Reference is also made to a letter agreement dated ___________ among Franchisor [CONFIRM],
Franchisee [CONFIRM] and Lender [CONFIRM] (“Existing Comfort Letter”). [IF WITH SAME LENDER:
This letter agreement replaces the Existing Comfort Letter, which is null and void, and of no further force
or effect. ] [IF MORE THAN ONE EXISTING COMFORT LETTER, MODIFY THIS AND ¶¶ 5 AND 6
BELOW]
1. Cure Period.
(a) Notice of Franchisee Default. Franchisor will concurrently provide Lender a copy
of any default notice sent to Franchisee under the Franchise Agreement. The notice will be sent to Lender
at the address set forth above or such other address designated by Lender in writing, provided that only a
single address may be designated and it may not be a P.O. Box.
(b) Lender’s Cure Periods. Lender shall have the right, but not the obligation, to
cure the default within fifteen (15) calendar days beyond the expiration of any cure period given to
Franchisee (“Lender’s Cure Period”). If the default is for failure to comply with physical standards or
other non-monetary default which could only be cured by Lender acquiring possession of the Hotel and/or
ownership of Franchisee (each, an “Acquisition”), Lender may have an additional period of one hundred
eighty (180) calendar days, commencing at the expiration of Lender’s Cure Period, to complete its
Acquisition, through UCC sale, foreclosure or other appropriate proceedings (“Additional Period”);
provided, that Lender must: (i) notify Franchisor no later than the date it commences proceedings (or
promptly after action is stayed or enjoined) that Lender wants the Additional Period; (ii) commence
proceedings and diligently prosecute such proceedings to completion within the Additional Period; and
(iii) comply with the obligations of Franchisee under the Franchise Agreement not being performed by
Franchisee during the Additional Period including payment of all monetary obligations but excluding those
obligations which can only be performed by Franchisee or which Lender cannot perform without
possession of the Hotel and/or ownership of Franchisee. On request by Lender, the Additional Period
may be extended by Franchisor in its determination, which determination shall take into consideration the
period of time required to complete an Acquisition in the applicable jurisdiction, and any period of time in
which Lender’s action has been stayed or enjoined. If Franchisor has not issued a default notice to
Franchisee or Lender has cured Franchisee’s default during Lender’s Cure Period, and Lender
commences a UCC sale, foreclosure or other proceeding intended to result in an Acquisition, Lender may
exercise the rights under this letter agreement under the terms and timelines outlined in this
Lender
Re: Hotel Name – Facility No. _____
Mezzanine Lender Comfort Letter
Page 3
{004028-999987 M0027976.DOC; 1}
Subparagraph. If Franchisor has not issued a default notice, Lender’s notice to Franchisor of Franchisee’s
default under the Loan will be deemed to begin Lender’s Cure Period and Additional Period. Franchisor
acknowledges and agrees that an Acquisition shall not be deemed a sale or lease of the Hotel under the
Franchise Agreement, nor a violation of any control or transfer provisions of the Franchise Agreement,
and shall not be subject to any right of first refusal or right of first offer contained in the Franchise
Agreement.
(c) Franchisor’s Rights to Terminate Franchise Agreement. Notwithstanding any
other provision of this letter agreement, Franchisor may terminate the Franchise Agreement if any of the
following occur: (i) Franchisee’s default or any subsequent default, in the sole opinion of Franchisor,
damages the image or reputation of Franchisor or any brand name owned and/or licensed by Hilton
Worldwide Holdings Inc., a Delaware corporation, or its subsidiaries or affiliates (collectively, “Hilton”);
(ii) Franchisor is required to terminate the Franchise Agreement by court order or action of any trustee in
bankruptcy or debtor in possession of the Hotel; or (iii) the Additional Period expires without other
arrangements satisfactory to Franchisor in its sole discretion having been entered into between
Franchisor and Lender.
(d) Expiration of Franchise Agreement. Nothing in this letter agreement will extend
the Franchise Agreement beyond its stated expiration date.
(e) Receiver Appointment. If a receiver is appointed to operate the Hotel at the
request of Lender, Franchisor may require the receiver to enter into Franchisor’s then-current form of
receiver agreement, with such modifications as mutually agreed between Franchisor, Lender and
receiver, or other documentation that Franchisor considers reasonably necessary.
2. Assumption and Amendment.
(a) Assumption. Lender will be deemed to have assumed the rights and obligations
of Franchisee under the Franchise Agreement as of the date of the Acquisition, and will be obligated to
perform all of the obligations of Franchisee under the Franchise Agreement existing at or accruing after
the date of the Acquisition, including the payment of fees owed to Franchisor (“Assumption”). In
connection with the Assumption, Lender must diligently cure all defaults which it could not cure before the
Acquisition, within the time period determined by Franchisor based on the nature of the default and/or the
condition of the Hotel at the time of Lender’s Acquisition.
(b) Amendment. Lender must, within ten (10) business days after Franchisor’s
request, provide Franchisor all information necessary for Franchisor to determine that Lender is not a
Sanctioned Person (as defined below), and deliver any other documents regarding Lender’s ownership
structure that Franchisor reasonably requests. Franchisor will promptly prepare an amendment to the
Franchise Agreement (“Amendment”) to document the Assumption, and deliver the Amendment to
Lender. Lender must execute and return the Amendment to Franchisor within ten (10) business days after
receipt from Franchisor. Lender’s failure to timely execute and deliver to Franchisor the Amendment shall
be a default under the Franchise Agreement entitling Franchisor to terminate the Franchise Agreement.
Any renovation requirements imposed by Franchisor in connection with the Assumption will not exceed
those which Franchisor could have imposed had Franchisee remained as the Franchisee under the
Franchise Agreement. In lieu of any transfer or application fee for the Assumption, Lender agrees to pay
Franchisor a processing fee equal to the permitted transfer fee in the Franchise Agreement. If the
Franchise Agreement does not reference a permitted transfer fee, then the processing fee will be Five
Thousand Five Hundred Dollars ($5,500).
(c) Lender’s Sale to Third Party After Assumption. The transfer provisions of the
Franchise Agreement will apply to any sale, assignment or transfer by Lender after an Assumption. If the
Lender
Re: Hotel Name – Facility No. _____
Mezzanine Lender Comfort Letter
Page 4
{004028-999987 M0027976.DOC; 1}
transfer is to a third party who desires to continue to operate the Hotel, these provisions require a change
of ownership application, approval of the third party and payment of an application fee.
3. Notice to Franchisor. Lender agrees to notify Franchisor (a) contemporaneously with
the commencement of any action that may result in an Acquisition; (b) contemporaneously with the filing
of a petition for appointment of a receiver or any other action initiated by Lender that materially impacts
possession of the Hotel; (c) promptly after an Acquisition of the date the Acquisition occurred, or
(d) promptly after Lender no longer has a security interest in the equity ownership of Franchisee or the
Loan is paid in full, but Lender’s failure to give notice under this Subparagraph 3(d) will not affect the
automatic termination of this letter agreement under Paragraph 11 [NO ESTOPPEL] 12 [ESTOPPEL].
Lender further agrees to promptly provide to Franchisor a copy of any order appointing a receiver or any
other judicial or administrative order from an action initiated by Lender that materially impacts possession
of the Hotel. All notices to Franchisor should be sent to the following address or such other address
periodically designated by Franchisor in writing:
Hilton Worldwide Holdings Inc.
Attention: General Counsel
7930 Jones Branch Drive, Suite 1100
McLean, VA 22102
If Lender wishes to send a notice to Franchisor regarding securitizations, Lender may send the notice by
any method described above, or by email (with read receipt confirmation) at
Lender.Comfort.[email protected]om or such other email address as Franchisor may periodically
designate by notice to Lender.
4. Confidentiality and Non-Disclosure. The provisions of this letter agreement shall not
be disclosed by Lender or Franchisee to any third party, excepting (a) the respective employees,
directors, officers, agents, regulators or legal and financial representatives of each of Franchisee, Lender
and Lender’s servicers, trustees and certificate holders, on a need-to-know basis; (b) as required by law;
(c) as mutually agreed to by the parties; (d) as part of any due diligence performed as a part of a sale,
assignment, participation or securitization of the Loan by Lender, or a sale of the Hotel after an
Acquisition; (e) any investor or potential investor in, or underwriter of, the Loan; and/or (f) any rating
agency that rates securities backed by the Loan. Except as provided above, Franchisee and Lender
agree not to copy, reproduce or otherwise make available in any form whatsoever to any other person,
firm, corporation, or business the provisions of this letter agreement.
5. Franchisee Estoppel and Release. As consideration for this letter agreement relating
to the Loan, Franchisee hereby:
(a) certifies to Franchisor that the Franchise Agreement is in full force and effect,
and no default, claim, breach, offset, defense to full and strict enforcement, waiver, or estoppel
(collectively, “Claim”), or condition that could with passage of time, giving notice or otherwise become a
Claim, currently exists or has existed against Franchisor under the Franchise Agreement [IF
APPLICABLE: or the Existing Comfort Letter].
(b) [IF APPLICABLE: represents that the loan referenced in the Existing Comfort
Letter has been paid in full [DELETE FIRST CLAUSE IF LOAN IS BEING ASSUMED] and agrees that the
Existing Comfort Letter is null and void and of no further force and effect, and Franchisor has no
obligations of any kind under the Existing Comfort Letter.]
(c) agrees that this letter agreement will remain in full force and effect in favor of
Lender with respect to the Loan, as the Loan may periodically be modified, amended, extended,
supplemented, or restated.
Lender
Re: Hotel Name – Facility No. _____
Mezzanine Lender Comfort Letter
Page 5
{004028-999987 M0027976.DOC; 1}
(d) agrees that this letter agreement was provided to Lender at Franchisee’s
request.
(e) fully and forever releases, discharges, and agrees to indemnify, defend, and hold
harmless Franchisor, its predecessors, successors and assigns and each of their respective former and
present officers, employees, directors, shareholders, partners, members, parents, subsidiaries, affiliates,
alter egos, representatives, agents, and attorneys (collectively, the “Released Parties”), from any and all
Claims, demands, liens, actions, agreements, suits, causes of action, obligations, controversies, debts,
costs, attorney’s fees, expenses, damages, judgments, orders, and liabilities of whatever kind or nature in
law, equity, or otherwise, whether now known or suspected which have existed, may or do exist
(“Released Claims”), based on any facts, events, or omissions occurring before the execution of this
letter agreement which arise out of, concern, pertain, or relate in any way to the Franchise Agreement [IF
APPLICABLE: or the Existing Comfort Letter]. Franchisee acknowledges that it may hereafter discover
Claims presently unknown or unsuspected, or facts in addition to or different from those which it now
knows or believes to be true, with respect to the matters released by this letter agreement. Nevertheless,
Franchisee fully and finally settles and releases all such matters, and all Claims relative thereto, which do
now exist, may exist or have existed between the Released Parties and Franchisee.
6. Lender Estoppel and Release. As consideration for this letter agreement relating to the
Loan:
(a) Lender hereby certifies to Franchisor that Lender is not a Sanctioned Person.
“Sanctioned Person” means any person, entity, or Government, including those with Control over such
persons or entities, or acting on behalf of such persons or entity, who is subject to Trade Restrictions that
prohibit or restrict the Parties’ performance of the Parties’ obligations under this Agreement. “Trade
Restrictions” means trade, economic or investment sanctions, export controls, anti-terrorism, non-
proliferation, anti-money laundering and similar restrictions in force pursuant to laws, rules and
regulations imposed under Laws to which the Parties are subject.
(b) Lender hereby represents and warrants in favor of Franchisor that Lender is not
a Competitor of Franchisor.
(c) Lender hereby represents and warrants in favor of Franchisor that [IF LENDER
IS A BANK] Lender does not own any Equity Interest in Franchisee [IF LENDER IS NOT A BANK] neither
Lender nor any of its officers or directors own any Equity Interest in Franchisee.
(d) Lender hereby agrees that this letter agreement shall remain in full force and
effect in favor of Lender with respect to the Loan, as the Loan may periodically be modified, amended,
extended, supplemented or restated without the need for further action by Lender or Franchisor.
(e) [IF LENDER IS A PARTY TO EXISTING COMFORT LETTER:] Lender hereby
certifies to Franchisor that no Claim, or condition that could with the passage of time, giving notice or
otherwise become a Claim by Lender, currently exists or has existed against Franchisor under the
Existing Comfort Letter; agrees that the Existing Comfort Letter is null and void and of no further force
and effect; and agrees that Franchisor has no obligations of any kind under the Existing Comfort Letter.
(f) [IF FOR A LOAN ORIGINATED AT AN EARLIER DATE: Lender hereby
represents and warrants as of the date of its signature below that Lender has not issued a notice of
default with respect to the Loan and is not aware of any issue that currently constitutes a default under
the Loan and that Lender has not taken any action intended to result in Lender acquiring possession of
the Hotel and/or ownership of Franchisee.
Lender
Re: Hotel Name – Facility No. _____
Mezzanine Lender Comfort Letter
Page 6
{004028-999987 M0027976.DOC; 1}
(g) Lender hereby fully and forever releases, discharges, and agrees to indemnify,
defend and hold harmless the Released Parties from any and all Released Claims by Lender based on
any facts, events, or omissions occurring before the execution of this letter agreement which arise out of,
concern, pertain, or relate in any way to this letter agreement. [IF LENDER IS A PARTY TO EXISTING
COMFORT LETTER:, ADD or the Existing Comfort Letter.] [FOR CANADA ONLY ; provided, however
that this release will not relieve any of the Released Parties from any liability imposed by the Ontario
Arthur Wishart Act (Franchise Disclosure), 2000, that may have existed as of the Effective Date of this
Assignment.]
7. [IF REQUESTED, CHECK REFERENCES in ¶¶ 3 / 6 Franchisor Estoppel. Subject to
the acknowledgement by Lender that Franchisor does not own or operate the Hotel, Franchisor hereby
certifies to Lender that, to Franchisor’s knowledge as of the date indicated on the first page of this letter
agreement, (a) the Franchise Agreement is in full force and effect, and (b) no Default currently exists
under the Franchise Agreement. “Franchisor’s knowledge” means the actual knowledge of applicable
and reasonably obvious Hotel operational matters regularly reviewed by company employees who have
given their attention to such matters in the ordinary course of business and does not include any
investigation by those employees or others of other matters or beyond their usual and customary reviews
of the Hotel, nor does it include constructive notice of matters or information located in public or Hotel
records. "Default" means matters which have been the subject of an actual notice of default under the
Franchise Agreement and does not include matters which are or may be in process, under discussion, or
otherwise addressed. [IF QUALIFIERS: Notwithstanding the foregoing, Lender is advised that the Hotel
failed its most recent Quality Assurance Inspection, but the failure is not a Default ].
8. Assignment. This letter agreement may not be assigned by Lender without the written
consent of Franchisor; provided, however, Franchisor’s consent is not required for any assignment to:
(a) a direct or indirect subsidiary or affiliate of Lender in connection with an
Acquisition.
(b) the trustee in a securitization if Lender (i) directly transfers the Loan to the
trustee and (ii) gives notice to Franchisor within thirty (30) days of the transfer, identifying the new
“Lender” and the new address for notice. If Lender fully complies with the provisions of this
Subparagraph, Franchisor will recognize the trustee as “Lender” under this letter agreement but
Franchisor may, in its discretion, reject any notice that is not sent by Lender or that is not sent in a timely
manner in accordance with this Subparagraph.
(c) [IF LENDER IS ACTING AS AN ADMINISTRATIVE AGENT:] any successor
administrative agent with respect to the Loan if the successor is a national bank, state-chartered bank,
commercial bank, or the U.S. branch of a foreign bank authorized to operate in the U.S., and the
administrative agent identified as “Lender” under this letter agreement gives notice to Franchisor,
identifying the new “Lender” and the new address for notice, within thirty (30) days of the transfer, but
Franchisor may, in its discretion, reject any notice that is not sent by Lender or that is not sent in a timely
manner in accordance with this Subparagraph.
(d) any subsequent holder or holders of the Loan (“Assignee”) if (1) the Loan is not
in default when notice is given; (2) Lender gives notice to Franchisor, identifying Assignee and the new
address for notice, within thirty (30) days of the transfer; and (3) the Assignee (i) is a national bank, state-
chartered bank, commercial bank, investment bank, pension fund, finance company, insurance company,
or other financial institution engaged in the business of making loans or any fund managed by any of the
foregoing, (ii) is not a Competitor of Franchisor, and (iii) does not own directly or indirectly, any equity
interest in Franchisee or its constituent owners; provided, however, that Franchisor may, in its discretion,
Lender
Re: Hotel Name – Facility No. _____
Mezzanine Lender Comfort Letter
Page 7
{004028-999987 M0027976.DOC; 1}
reject a notice if the Loan is in default when notice is given, or if the notice is not sent by Lender, or if
notice is not sent in a timely manner in accordance with this Subparagraph. On receipt and acceptance of
the notice, Franchisor will promptly prepare its then-current form of Assignment and Assumption
Agreement (“Assignment”) and Lender and Assignee must promptly execute and return the Assignment.
Franchisor may charge a nominal fee for processing the Assignment. If there is more than one Assignee,
the Assignees must (i) designate a single representative to receive notices, negotiate on behalf of and
bind each Assignee in connection with this letter agreement and any assignment thereof, and (ii)
acknowledge that Franchisor shall be entitled to rely on such designation and deal solely with such
representative without the necessity of notifying, negotiating with, or obtaining the consent of, each
Assignee.
9. Communication with Lender. Franchisee agrees that Franchisor may discuss with
Lender or its designee the status of the Hotel, the Franchise Agreement, or any matter to which Lender is
entitled to notice under the terms of this letter agreement. Franchisee agrees that the Released Parties
shall not be liable to Franchisee for taking any action or providing any information required or
contemplated by this letter agreement.
10. Management. Any change to the management company for the Hotel (“Management”)
made by Lender or a receiver before an Assumption is subject to Franchisor’s prior written approval.
Franchisor will use its business judgment in determining whether to approve the new Management. After
an Assumption, the terms of the Franchise Agreement will govern with respect to Management, provided,
however, Lender shall not be bound by any requirements of the Franchise Agreement to manage the
Hotel itself.
11. Execution. This letter agreement may be signed in counterparts, each of which will be
considered an original. The parties agree to conduct the transaction by electronic means which will be
initiated by Franchisor. An authorized representative of Franchisor will countersign on behalf of
Franchisor when all conditions are fulfilled.
12. Effectiveness and Termination. This letter agreement will be effective only when
Franchisor receives signatures indicating acceptance by Lender and Franchisee and Franchisor’s
authorized representative countersigns on the signature page. If Franchisor does not receive signed
copies from Lender and Franchisee within thirty (30) days from the date indicated on the first page of this
letter agreement, Franchisor’s offer to enter into this letter agreement may be withdrawn. Once effective,
this letter agreement will automatically terminate if (a) Lender no longer has a security interest in
Franchisee or the Loan is paid in full, (b) Lender transfers the Loan to another entity unless this letter
agreement is assigned in compliance with its terms, (c) Lender materially breaches this letter agreement,
(d) Lender has been taken over in any manner by any state or federal agency, (e) Franchisee transfers
the Franchise Agreement and the transfer results in a new franchise agreement being entered, or (f)
Franchisor terminates the Franchise Agreement in accordance with this letter agreement.
13. General. No entity may exercise any rights as Lender under this letter agreement if the
entity or any affiliate is or becomes the owner of a direct or indirect beneficial interest (except a strictly
passive interest) in Franchisee, other than through the exercise of rights under the Loan. The provisions
of this letter agreement are applicable only for the Hotel and the parties to this letter agreement. Issuance
and execution of this letter agreement or the granting of any conditions provided in this letter agreement
does not constitute an obligation on Franchisor’s part to provide the same at any future date. This letter
agreement sets forth the entire agreement of the parties to this letter agreement in regard to the matters
addressed in this letter agreement. Capitalized terms not otherwise defined in this letter agreement shall
have the meanings assigned to the term in the Franchise Agreement.
Lender
Re: Hotel Name – Facility No. _____
Mezzanine Lender Comfort Letter
Page 8
{004028-999987 M0027976.DOC; 1}
Sincerely,
HILTON FRANCHISE HOLDING LLC
OR SELECT HLT EXISTING FRANCHISE HOLDING LLC
OR IF HOTEL IS IN CANADA HILTON WORLDWIDE FRANCHISING LP
Signature Blocks on Following Page
Lender
Re: Hotel Name – Facility No. _____
Mezzanine Lender Comfort Letter
Page 9
{004028-999987 M0027976.DOC; 1}
LENDER:
[NAME]
By:
Name:
Title:
Accepted and agreed to
DATE
FRANCHISEE:
[NAME]
By:
Name:
Title:
Accepted and agreed to
DATE
FRANCHISOR:
HILTON FRANCHISE HOLDING LLC
OR SELECT HLT EXISTING FRANCHISE HOLDING LLC
By:
Name:
Title: Authorized Signatory
Effective Date:
Lender
Re: Hotel Name – Facility No. _____
Mezzanine Lender Comfort Letter
Page 10
{004028-999987 M0027976.DOC; 1}
FRANCHISOR IF HOTEL IS IN CANADA
HILTON WORLDWIDE FRANCHISING LP,
a limited partnership formed under the laws of England and Wales
By: HILTON WORLDWIDE MANAGE LIMITED,
Its General Partner
By:
Name:
Title: Authorized Signatory
Effective Date:
E
XHIBIT L
State Effective Dates
The following states have franchise laws that require that the Franchise Disclosure
Document be registered or filed with the state, or be exempt from registration:
California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York,
North Dakota, Rhode Island, South Dakota, Virginia, Washington, and Wisconsin.
This document is effective and may be used in the following states, where the
document is filed, registered or exempt from registration, as of the Effective Date
stated below:
State
Effective Date
California
Hawaii
Illinois
Indiana
Maryland
Michigan
Minnesota
New York
North Dakota
Rhode Island
South Dakota
Virginia
Washington
Wisconsin
Other states may require registration, filing, or exemption of a franchise under
other laws, such as those that regulate the offer and sale of business opportunities
or seller-assisted marketing plans.
E
XHIBIT M
Page 1 of 2 2024 US FDD DOUBLETREE RECEIPT
RECEIPT
Hilton Franchise Holding LLC
DOUBLETREE
This disclosure document summarizes certain provisions of the franchise agreement and other
information in plain language. Read this disclosure document and all agreements carefully.
If Hilton Franchise Holding LLC offers you a franchise, it must provide this disclosure document to you 14
calendar days before you sign a binding agreement with, or make a payment to, the franchisor or an
affiliate in connection with the proposed franchise sale.
Connecticut and Michigan require that we give you this disclosure document at least 10 business days
before the execution of any binding franchise or other agreement or the payment of any consideration,
whichever occurs first.
Iowa and Maine require that we give you the disclosure document at the earlier of the first personal
meeting or 14 days before you sign a binding agreement with, or make a payment to, us in connection
with the proposed franchise sale.
If Hilton Franchise Holding LLC does not deliver this disclosure document on time or if it contains a false
or misleading statement, or a material omission, a violation of federal law and state law may have
occurred and should be reported to the Federal Trade Commission, Washington, DC 20580 and the state
agency listed on Exhibit I.
The franchisor is Hilton Franchise Holding LLC, located at 7930 Jones Branch Drive, Suite 1100,
McLean, VA 22102. Its telephone number is 703-883-1000.
Issuance date: March 30, 2024
The franchise seller for this offering is [name] ____________________________________________,
[title] ________________________, [address], _______________________________________,
[telephone number] _________________________.
Hilton Franchise Holding LLC authorizes the respective state agencies identified on Exhibit I to receive
service of process for it in the particular state.
I received a disclosure document dated March 30, 2024 that included the following Exhibits:
Exhibit A List of Franchised Hotels as of December 31, 2023
Exhibit B List of Franchised Hotels Terminated, Canceled, Not Renewed or with Changes in Controlling
Interest during 2023
Exhibit C Financial Statements
Exhibit D Franchise Agreement and Addendum
Exhibit D-1 State Addenda to Franchise Agreement
Exhibit D-2 Development Incentive Promissory Note
Exhibit D-3 Eforea Spa Amendment
Exhibit D-4 Restaurant Brand Amendment
Exhibit E Guaranty of Franchise Agreement
Exhibit F Franchise Application
Exhibit G Information Technology System Agreement (HITS Agreement)
Exhibit H - 1 Manual Table of Contents – Brand Standards
Exhibit H - 2 Manual Table of Contents – Eforea Spa Operating Standards
Exhibit H - 3 Manual Table of Contents – Restaurant Brands
Exhibit I State Administrators and Agents for Service of Process
Exhibit J - 1 State Addenda to Disclosure Document
Exhibit J - 2 Restaurant Brands Addendum to Disclosure Document
Exhibit K Lender Comfort Letter Forms
Exhibit L State Effective Dates
Exhibit M Receipts
Page 2 of 2 2024 US FDD DOUBLETREE RECEIPT
PROSPECTIVE FRANCHISEE:
If a corporation or other business entity:
(Name of Entity)
By:
(Signature)
Printed Name:
Title:
Date:
If an individual:
(Signature)
(Printed Name)
Date:
CITY/STATE OF PROPOSED HOTEL(S):
_____________________________________________________
PLEASE SIGN THIS RECEIPT IN DUPLICATE, RETAIN ONE FOR YOUR RECORDS, AND RETURN
ONE SIGNED COPY (FRONT AND BACK) TO:
Page 1 of 2 2024 US FDD DOUBLETREE RECEIPT
RECEIPT
Hilton Franchise Holding LLC
DOUBLETREE
This disclosure document summarizes certain provisions of the franchise agreement and other
information in plain language. Read this disclosure document and all agreements carefully.
If Hilton Franchise Holding LLC offers you a franchise, it must provide this disclosure document to you 14
calendar days before you sign a binding agreement with, or make a payment to, the franchisor or an
affiliate in connection with the proposed franchise sale.
Connecticut and Michigan require that we give you this disclosure document at least 10 business days
before the execution of any binding franchise or other agreement or the payment of any consideration,
whichever occurs first.
Iowa and Maine require that we give you the disclosure document at the earlier of the first personal
meeting or 14 days before you sign a binding agreement with, or make a payment to, us in connection
with the proposed franchise sale.
If Hilton Franchise Holding LLC does not deliver this disclosure document on time or if it contains a false
or misleading statement, or a material omission, a violation of federal law and state law may have
occurred and should be reported to the Federal Trade Commission, Washington, DC 20580 and the state
agency listed on Exhibit I.
The franchisor is Hilton Franchise Holding LLC, located at 7930 Jones Branch Drive, Suite 1100,
McLean, VA 22102. Its telephone number is 703-883-1000.
Issuance date: March 30, 2024
The franchise seller for this offering is [name] ___________________________________________,
[title] ________________________, [address], __________________________________________,
[telephone number] _______________________.
Hilton Franchise Holding LLC authorizes the respective state agencies identified on Exhibit I to receive
service of process for it in the particular state.
I received a disclosure document dated March 30, 2024 that included the following Exhibits:
Exhibit A List of Franchised Hotels as of December 31, 2023
Exhibit B List of Franchised Hotels Terminated, Canceled, Not Renewed or with Changes in Controlling
Interest during 2023
Exhibit C Financial Statements
Exhibit D Franchise Agreement and Addendum
Exhibit D-1 State Addenda to Franchise Agreement
Exhibit D-2 Development Incentive Promissory Note
Exhibit D-3 Eforea Spa Amendment
Exhibit D-4 Restaurant Brand Amendment
Exhibit E Guaranty of Franchise Agreement
Exhibit F Franchise Application
Exhibit G Information Technology System Agreement (HITS Agreement)
Exhibit H - 1 Manual Table of Contents – Brand Standards
Exhibit H - 2 Manual Table of Contents – Eforea Spa Operating Standards
Exhibit H - 3 Manual Table of Contents – Restaurant Brands
Exhibit I State Administrators and Agents for Service of Process
Exhibit J - 1 State Addenda to Disclosure Document
Exhibit J - 2 Restaurant Brands Addendum to Disclosure Document
Exhibit K Lender Comfort Letter Forms
Exhibit L State Effective Dates
Exhibit M Receipts
Page 2 of 2 2024 US FDD DOUBLETREE RECEIPT
PROSPECTIVE FRANCHISEE:
If a corporation or other business entity:
(Name of Entity)
By:
(Signature)
Printed Name:
Title:
Date:
If an individual:
(Signature)
(Printed Name)
Date:
CITY/STATE OF PROPOSED HOTEL(S): _________________________________________________
PLEASE SIGN THIS RECEIPT IN DUPLICATE, RETAIN ONE FOR YOUR RECORDS, AND RETURN
ONE SIGNED COPY (FRONT AND BACK) TO: