CONNECTION WITH THE HOTEL OR THE
APPROVED LOCATION WITH REGARD TO MATTERS SUCH AS FINANCING, DESIGN,
CONSTRUCTION, RENOVATION, MENU PLANNING, OPERATION AND MANAGEMENT OF THE HOTEL,
FRANCHISOR DOES NOT GUARANTEE OR ASSURE THE SUCCESS OR SATISFACTORY RESULT OF
SUCH MATTERS AND FRANCHISOR WILL NOT THEREBY INCUR ANY LIABILITY OR BE
RESPONSIBLE IN ANY WAY FOR ANY ERROR, OMISSION OR FAILURE OF WHATEVER NATURE IN
SUCH FINANCING, DESIGN, CONSTRUCTION, RENOVATION, MENU PLANNING, OPERATION OR
MANAGEMENT OF THE HOTEL OR THE APPROVED LOCATION.
C. FRANCHISEE ACKNOWLEDGES THAT FRANCHISEE RECEIVED A COPY
OF THIS AGREEMENT, THE EXHIBITS AND ATTACHMENTS HERETO, IF ANY, AND AGREEMENTS
RELATING THERETO, IF ANY, AT LEAST SEVEN (7) CALENDAR DAYS BEFORE THE DATE ON
WHICH THIS AGREEMENT WAS EXECUTED. FRANCHISEE FURTHER ACKNOWLEDGES THAT
FRANCHISEE HAS RECEIVED THE FRANCHISE DISCLOSURE DOCUMENT REQUIRED BY THE TRADE
REGULATION RULE OF THE FEDERAL TRADE COMMISSION ENTITLED "DISCLOSURE
REQUIREMENTS AND PROHIBITIONS CONCERNING FRANCHISING," AT LEAST FOURTEEN (14)
CALENDAR DAYS BEFORE THE DATE ON WHICH FRANCHISEE EXECUTED THIS AGREEMENT OR
MADE ANY PAYMENT TO FRANCHISOR IN CONNECTION WITH THIS AGREEMENT.
D. FRANCHISEE ACKNOWLEDGES THAT IT HAS READ AND UNDERSTOOD
THE FRANCHISE DISCLOSURE DOCUMENT REFERRED TO IN SECTION 27.4.C. PROVIDED TO
FRANCHISEE, THIS AGREEMENT, INCLUDING THE EXHIBITS AND ATTACHMENTS AND ADDENDA
HERETO, IF ANY, AND RELATED AGREEMENTS, IF ANY, AND FRANCHISEE HAS HAD AMPLE
TIME AND OPPORTUNITY TO CONSULT WITH ADVISORS AND LEGAL COUNSEL OF FRANCHISEE'S
OWN CHOOSING ABOUT THE POTENTIAL BENEFITS AND RISKS OF ENTERING INTO THIS
AGREEMENT. FRANCHISEE AGREES THAT FRANCHISEE HAS HAD AN OPPORTUNITY TO NEGOTIATE
THIS AGREEMENT.
E. NOTWITHSTANDING FRANCHISEE'S ACKNOWLEDGMENT IN SECTION
27.4.C ABOVE, FRANCHISEE REPRESENTS THAT FRANCHISEE'S INITIAL
55
INVESTMENT IN THE FRANCHISED BUSINESS IS IN EXCESS OF ONE MILLION DOLLARS
($1,000,000), EXCLUDING THE COST OF UNIMPROVED LAND AND ANY FINANCING RECEIVED
FROM FRANCHISOR OR ITS AFFILIATES AND THUS IS EXEMPTED FROM THE FEDERAL TRADE
COMMISSION'S FRANCHISE RULE DISCLOSURE REQUIREMENTS PURSUANT TO 16 CFR
436.8(a)(5)(i).
28. MISCELLANEOUS
28.1 Confidential Negotiated Changes.
Franchisee acknowledges and agrees that the terms of this
Agreement and all exhibits, attachments or addenda or other agreements ancillary
to, or executed in connection with this agreement, that have been negotiated
("negotiated terms") from the standard form of agreements set forth in the
Franchise Disclosure Document referred to in Section 27.4.C are strictly
confidential and Franchisee will not disclose such negotiated terms to any
Person without the prior consent of Franchisor except (1) as required by law,
(2) as may be necessary to enforce this Agreement in any legal proceedings, or
(3) to those of Franchisee's managers, members, officers, directors, employees,
attorneys, accountants, agents or lenders as is necessary for the operation or
financing of the Hotel. It will be a material default hereunder if Franchisee,
its managers, members, officers, directors, employees, attorneys, accountants,
agents or lenders disclose the negotiated terms to any unauthorized Person
without the prior consent of Franchisor.
28.2 Multiple Counterparts.
This Agreement may be executed in a number of identical
counterparts, each of which will be deemed an original for all purposes and