2023 Westin FDD 3 31 2023

7
FRANCHISE DISCLOSURE DOCUMENT
MARRIOTT INTERNATIONAL, INC.

a Delaware corporation
7750 Wisconsin Avenue

Bethesda, Maryland 20814
(301) 380-3000
[email protected]
www.marriott.com
The franchisee will establish and operate a full-service hotel or hotel and resort under the name
“Westin.”
The total investment necessary to begin operation of a newly-constructed Westin hotel, excluding
the cost of real estate and related costs (building permit, tap, and impact fees), insurance, and contingencies,
ranges from $86,103,340 to $139,932,140 for a 250-guestroom hotel. This includes approximately
$289,700 to $383,000 that must be paid to the franchisor or an affiliate.
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 governmental agency has verified the information contained in this document.
You may wish to receive your disclosure document in another format that is more convenient for
you. To discuss the availability of disclosures in different formats, contact Franchise Development at
[email protected] or (301) 380-3000.
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 an 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, D.C. 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 31, 2023
Westin 3301210v4 (03/31/2023)

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 M
and N.
How much will I need to Items 5 and 6 list fees you will be paying to the
invest? franchisor or at the franchisor’s direction. Item 7
lists the initial investment to open. Item 8 describes
the suppliers you must use.
Does the franchisor have the Item 21 or Exhibit J includes financial statements.
financial ability to provide Review these statements carefully.
support to my business?
Is the franchise system stable, Item 20 summarizes the recent history of the
growing, or shrinking? number of company-owned and franchised outlets.
Will my business be the only Item 12 and the “territory” provisions in the
Westin Hotel business in my franchise agreement describe whether the
area? franchisor and other franchisees can compete with
you.
Does the franchisor have a Items 3 and 4 tell you whether the franchisor or its
troubled legal history? management have been involved in material
litigation or bankruptcy proceedings.
What’s it like to be a Westin Item 20 or Exhibits M and N list current and former
Hotel franchisee? 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.
Westin 3301210v4 (03/31/2023)

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 restrictions. 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, your 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 G.
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.
Westin 3301210v4 (03/31/2023)

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 certain disputes with the franchisor by arbitration only in Maryland. Disputes not
subject to arbitration must be resolved by litigation only in Maryland. Out-of-state
arbitration or litigation may force you to accept a less favorable settlement for disputes. It
may also cost more to arbitrate or litigate with the franchisor in Maryland than in your own
state.
Certain states may require other risks to be highlighted. Check the “State Specific
Addenda” (if any) in Exhibit D to see whether your state requires other risks to be
highlighted.
Westin 3301210v4 (03/31/2023)

THE FOLLOWING APPLIES ONLY TO TRANSACTIONS GOVERNED BY THE
MICHIGAN FRANCHISE INVESTMENT ACT
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, or 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:
Westin 3301210v4 (03/31/2023)

(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 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:
DEPARTMENT OF THE ATTORNEY GENERAL

CONSUMER PROTECTION DIV., FRANCHISE SECTION
525 WEST OTTAWA STREET
G. MENNEN WILLIAMS BUILDING, 1ST FLOOR
LANSING, MICHIGAN 48913
(517) 373-7117
*NOTE: NOTWITHSTANDING PARAGRAPH (f) ABOVE, WE INTEND TO SEEK

ENFORCEMENT OF THE ARBITRATION CLAUSE IN THE FRANCHISE AGREEMENT
TO THE FULLEST EXTENT PERMITTED UNDER THE FEDERAL ARBITRATION ACT.
Westin 3301210v4 (03/31/2023)

TABLE OF CONTENTS
ITEM HEADING PAGE
ITEM 1 THE FRANCHISOR AND ANY PARENTS, PREDECESSORS, AND

AFFILIATES ........................................................................................................................ 1
ITEM 2 BUSINESS EXPERIENCE ................................................................................................ 10
ITEM 3 LITIGATION ...................................................................................................................... 10
ITEM 4 BANKRUPTCY .................................................................................................................. 23
ITEM 5 INITIAL FEES.................................................................................................................... 24
ITEM 6 OTHER FEES ..................................................................................................................... 30
ITEM 7 ESTIMATED INITIAL INVESTMENT .......................................................................... 55
ITEM 8 RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES ......................... 60
ITEM 9 FRANCHISEE’S OBLIGATIONS ................................................................................... 68
ITEM 10 FINANCING ....................................................................................................................... 70
ITEM 11 FRANCHISOR’S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS,

AND TRAINING................................................................................................................ 73
ITEM 12 TERRITORY ...................................................................................................................... 90
ITEM 13 TRADEMARKS ................................................................................................................. 92
ITEM 14 PATENTS, COPYRIGHTS, AND PROPRIETARY INFORMATION........................ 94
ITEM 15 OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE

FRANCHISE BUSINESS .................................................................................................. 96
ITEM 16 RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL ................................. 98
ITEM 17 RENEWAL, TERMINATION, TRANSFER, AND DISPUTE RESOLUTION ........ 101
ITEM 18 PUBLIC FIGURES .......................................................................................................... 106
ITEM 19 FINANCIAL PERFORMANCE REPRESENTATIONS ............................................. 107
ITEM 20 OUTLETS AND FRANCHISEE INFORMATION ...................................................... 113
ITEM 21 FINANCIAL STATEMENTS ......................................................................................... 123
ITEM 22 CONTRACTS ................................................................................................................... 124
ITEM 23 RECEIPTS ........................................................................................................................ 125
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EXHIBITS
A Term Sheet
B Application
C Franchise Agreement and Related Agreements
D State Amendments to Disclosure Document
E State Amendments to Franchise Agreement
F Agents for Service of Process
G State Regulatory Authorities
H System Agreements
I Lodging Laws and Regulations
J Audited Consolidated Financial Statements of Marriott International, Inc. for the Three
Fiscal Years in the Period Ended December 31, 2022; Audited Financial Statements of MIF,
L.L.C. for the Three Fiscal Years in the Period Ended December 31, 2022; Guarantee of MIF,
L.L.C
K Manuals, Standards, and Resources
L Service Agreements
M Open Outlets/Unopened Outlets
N Former Franchisees
O Comfort Letter
P Pre-Opening Agreement
Q Sample Financing Agreements
State Effective Dates
Acknowledgment of Receipt
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ITEM 1
THE FRANCHISOR AND ANY PARENTS, PREDECESSORS, AND AFFILIATES
The Franchisor. The franchisor is Marriott International, Inc. (“Marriott”), a corporation

incorporated under the laws of the State of Delaware in 1997. We will refer to the franchisor as “we” or
“Marriott” throughout this disclosure document. The terms “we” or “Marriott” do not include our corporate
officers, employees, directors, stockholders, affiliates, or subsidiaries. We will refer to the person or entity
that is considering purchasing a franchise as “you.” When we refer to the “United States” in this disclosure
document, such term includes only the 50 states of the United States of America and the District of
Columbia and does not include any possessions or territories of the United States. Capitalized terms not
defined in this disclosure document have the meaning ascribed to them in the franchise agreement attached
as Exhibit C.
We are a publicly-traded corporation listed on the NASDAQ Stock Market. Our principal business
address, and the principal business address of most of our affiliates, is 7750 Wisconsin Avenue, Bethesda,
Maryland 20814 (“Marriott Headquarters”).
Brands and Businesses. We and our affiliates currently do business as AC Hotels by Marriott®,
African Pride Hotels®, Aloft® Hotels, AloftSM Residences, Apartments by Marriott BonvoySM, Autograph
Collection® Hotels, Autograph Collection® Residences, Bvlgari® Hotels and Resorts, Courtyard® by
Marriott hotels, Delta Hotels® by Marriott, Design Hotels®, Edition® Hotels, Edition® Residences, Element®
Hotels, Fairfield® by Marriott hotels, Fairfield Inn® by Marriott hotels, Fairfield Inn & Suites® by Marriott
hotels, Four Points® by Sheraton hotels, Gaylord® Hotels, Homes & Villas by Marriott BonvoySM, JW
Marriott® Hotels, JW Marriott® Hotels & Resorts, JW Marriott MarquisSM Hotels, JW Marriott®
Residences, Le Méridien® Hotels & Resorts, Le MéridienSM Residences, Le Royal MéridienSM, Marriott
Bonvoy®, Marriott® Conference Centers, Marriott Executive Apartments®, Marriott® Hotels, Marriott®
Hotels and Conference Centers, Marriott® Hotels & Resorts, Marriott Marquis® Hotels, MarriottSM
Residences, Marriott Resorts®, Marriott Suites® Hotels, Moxy® Hotels, MoxySM Residences, Protea Hotels®
by Marriott, Protea Hotel Fire & Ice!SM, Renaissance® ClubSport® Hotels, Renaissance® Hotels,
Renaissance ResidencesSM, Residence Inn® by Marriott hotels, Ritz-Carlton® Hotels and Resorts, Ritz-
Carlton Reserve®, The Residences at The Ritz-CarltonSM, The Ritz-Carlton Residences®, The Ritz-Carlton
Yacht Collection®, Sheraton® Hotels & Resorts, Sheraton Grand® Hotels & Resorts, Sheraton® Residences,
SpringHill Suites® by Marriott hotels, St. Regis® Hotels, Resorts and Suites, St. Regis Residences®, St.
Regis Residence Club®, The Luxury Collection® Hotels, Resorts and Suites, The Luxury Collection
Residence Club®, Tribute Portfolio® Hotels & Resorts, Tribute PortfolioSM Residences, TownePlace Suites®
by Marriott hotels, W® Hotels, W Residences®, Westin® Hotels, Westin® Hotels & Resorts, and Westin®
Residences. These brands, together with any other brands we may develop or acquire in the future, are
referred to as the “Company Brands.” Hotels operating under the Company Brands, whether owned, leased,
managed, franchised, or part of a project containing a residential or condominium component operating
under a Company Brand, are referred to as “Company Brand Hotels.”
On September 23, 2016, we acquired Starwood Hotels & Resorts Worldwide, LLC f/k/a Starwood
Hotels & Resorts Worldwide, Inc. (“Starwood”), a global lodging company. Starwood was incorporated
under the laws of the State of Maryland as Starwood Hotels & Resorts Worldwide, Inc. in 1980, and
changed its name and organizational form to Starwood Hotels & Resorts Worldwide, LLC in 2016.
Starwood is a wholly owned subsidiary of Marriott, and its principal business address is Marriott
Headquarters.
We or our affiliates may directly or indirectly develop, acquire, operate, franchise and/or otherwise
license other brands or businesses in the future.
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Franchises Offered. We offer franchises to operate Westin Hotels or Westin Hotels & Resorts
(collectively, “Westin Hotels”). All franchised Westin Hotels in the United States and Canada are part of
a single system.
Westin hotels are full-service hotels that cater to discriminating business and leisure travelers. The
hotels range in size from approximately 100 to 1,350 guestrooms. Westin hotels offer a variety of food
and beverage options, including one or more restaurants and lounges, unique social spaces, room service,
catering and banquet services, and signature guest initiatives. The hotels offer meeting rooms and
ballrooms for meetings and social events. Business centers provide copying and printing facilities. There
are dedicated recreational and fitness centers, frequently offering a swimming pool, whirlpool, and a
separate exercise/equipment area.
If approved, we will offer you a non-exclusive franchise to use our “system” in connection with
the establishment, development and operation of a Westin hotel at a specific location. The “system”
consists of the “Westin” trademark and other trademarks, design criteria, and specifications for your Westin
hotel; high standards of cleanliness, quality, and service; training programs and materials; advertising,
marketing, and promotional programs, including loyalty programs; a reservation system; a property
management system; a revenue management system; and a quality assurance program. We may unilaterally
add to, merge, discontinue, or otherwise modify components of the system at any time (including in
response to changes to applicable laws and regulations, consumer preference, and market
conditions). Modifications to the system may be made for all Westin Hotels or any category of those
hotels. A category may have specific physical and operating standards or merely be a descriptive
designation or another designation as we determine.
Residences. We have received various proposals from franchisees seeking to add a residential,
condominium, or multi-family rental component to a Company Brand Hotel project. If your hotel will have
a residential, condominium, or multi-family rental component, we may require that such component
operates under the applicable Company Brand, and the franchise agreement will be modified and
supplemented to include provisions addressing the governing documents in effect or to be used by you or
others for sales, leasing, operations, maintenance and governance of the project or components thereof. In
most instances, the individual units within a residential, condominium, or multi-family rental project will
not be independently franchised and must be operated in connection with a Company Brand Hotel. Any
proposed rental program for such units (and related documents) is subject to our approval and applicable
laws, including securities laws. Given the many potential structures for these projects, we reserve the right
to supplement or waive any requirements (including any standards) with respect to a particular project,
depending on the location and physical layout of the project and applicable condominium and related laws.
If approved, we will generally require that facilities, amenities and areas necessary for the management of
the hotel are owned and controlled by you and operated by you or your approved management company.
In addition, the use of our trademarks for the operation of any residential, condominium, or multi-family
component will be subject to an additional license agreement. Although we will not participate in the
development or sale of any units, in certain circumstances we may grant a license allowing the units to be
sold under a Company Brand pursuant to a marketing license agreement. We may also grant licenses to
rent units under the Company Brands using our reservation channels, distribution channels, and loyalty
programs.
Spas. You also have the option to operate a Heavenly Spa by Westin® spa (the “Heavenly Spa”)
at your Westin Hotel. If you wish to operate a Heavenly Spa at your Westin Hotel, you must indicate your
intent on the franchise application and pay a separate application fee. If approved, the “system” will also
include the trademarks, standards, and specifications we prescribe for the Heavenly Spa, and you must
comply with all standards that apply to the Heavenly Spa. Heavenly Spas are not independently franchised
and must be part of a Westin Hotel.
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Business Experience of Franchisor and Affiliates. We have offered franchises for Westin Hotels
since March 2017. Our subsidiaries have owned and managed Westin Hotels since 1990, and offered
franchises for Westin Hotels between 1990 and March 2017. As of December 31, 2022, we and our
subsidiaries operated 41 Westin Hotels in the United States and Canada.
Company Brand Hotels. The Company Brand Hotels cater to a broad spectrum of customers, and
include luxury and upper-upscale full-service hotels, lifestyle hotels, extended-stay hotels, select-service
hotels, serviced-apartment hotels, all-inclusive hotels, and residences. The following is a summary of our
business experience and the business of our affiliates relating to Company Brand Hotels, including the
length of time we and our affiliates have operated and franchised Company Brand Hotels, and the number
of franchised Company Brand Hotels operating in the United States and Canada as of December 31, 2022:
FULL-SERVICE COMPANY BRAND HOTELS

Number of
Length of Length of Franchised Outlets
Time Time Operating in the
Company Brand U.S. and Canada as Additional Information
Operated Franchised
of December 31,
2022
Autograph 2010 – 2009 – 138
Collection Hotels Present Present
Bvlgari Hotels 2004 – 2020 – 0 This Company Brand was developed in 2004
and Resorts Present Present with Bvlgari SpA, a world-renowned designer of
jewelry and luxury goods.
Delta Hotels by 2015 – 2015 – 62 We acquired the brand, management, and
Marriott Present Present franchise business of Delta Hotels and Resorts
from Delta Hotels Limited Partnership in April
2015, and we subsequently changed the name of
the brand to “Delta Hotels by Marriott.”
Le Méridien 2005 – 2005 – 24 We began offering franchises for Le Méridien
Hotels Present Present Hotels in March 2017. For Le Méridien Hotel
franchise agreements signed prior to March 31,
2017, the franchisor is our subsidiary, Starwood
(M) International, Inc. (“SMI”).
Marriott Hotels 1957 – 1968 – 233
Present Present
JW Marriott 1984 – 2000 – 12

Hotels Present Present
Renaissance 1997 – 1997 – 62
Hotels Present Present
Renaissance Not 2005 – 2

ClubSport Hotels applicable Present
Ritz-Carlton 1995 – 2015 – 1 In very limited circumstances, we have granted
Hotels Present Present franchises for Ritz-Carlton Hotels and Resorts in
the United States and Canada.
Sheraton Hotels 1974 – 1974 – 147 We began offering franchises for Sheraton Hotels
Present Present in March 2017. For Sheraton Hotel franchise
agreements signed prior to March 31, 2017, the
franchisor is our subsidiary, The Sheraton LLC
(“SLC”).
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FULL-SERVICE COMPANY BRAND HOTELS
Number of
Operated Franchised
of December 31,
2022
The Luxury 1998 – 1998 – 12 We began offering franchises for The Luxury
Collection Hotels Present Present Collection Hotels in March 2017. For The
Luxury Collection Hotel franchise agreements
signed prior to March 31, 2017, the franchisor is
SLC.
Tribute Portfolio Not 2015 – 51 We began offering franchises for Tribute
Hotels applicable Present Portfolio Hotels in March 2017. For Tribute
Portfolio Hotel franchise agreements signed prior
to March 31, 2017, the franchisor is our
subsidiary, S Collection, Inc. (“SCI”).
W Hotels 1998 – Presently 0 We may begin offering franchises for W Hotels
Present not in the United States and Canada.
franchised in
the United
States and
Canada
Westin Hotels 1998 – 1998 – 91 We began offering franchises for Westin Hotels
Present Present in March 2017. For Westin Hotel franchise
franchisor is our subsidiary, Westin Hotel
Management, L.P. (“WHMLP”).
SELECT-SERVICE AND EXTENDED-STAY COMPANY BRAND HOTELS

Number of
Operated Franchised
of December 31,
2022
AC Hotels by 2011 – 2011 – 100 We developed the AC Hotels by Marriott
Marriott Present Present concept in 2011 through a joint venture
agreement between our wholly owned subsidiary,
International Hotel Licensing Company, S.à r.l.
(“IHLC”), and ACHM Spain Management S.L.
Aloft Hotels 2006 – 2006 – 154 We began offering franchises for Aloft Hotels in
Present Present March 2017. For Aloft Hotel franchise
franchisor is SLC.
Courtyard by 1983 – 1990 – 863
Marriott Hotels Present Present
Element Hotels 2006 – 2006 – 79 We began offering franchises for Element Hotels
Present Present in March 2017. For Element Hotel franchise
franchisor is WHMLP.
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SELECT-SERVICE AND EXTENDED-STAY COMPANY BRAND HOTELS
Number of
Operated Franchised
of December 31,
2022
Fairfield by 1987 – 1989 – 1,135 The “Fairfield” hotel brand was established in
Marriott Hotels Present Present October 1987, with Fairfield Inn by Marriott
hotels. In 2000, we introduced Fairfield Inn &
Suites by Marriott hotels to the brand. In March
2018, we changed the name for new and
converting franchises to Fairfield by Marriott.
Four Points by 1995 – 1995 – 158 We began offering franchises for Four Points
Sheraton Hotels Present Present Hotels in March 2017. For Four Points Hotel
franchise agreements signed prior to March 31,
2017, the franchisor is SLC.
Moxy Hotels Not 2014 – 28 We anticipate operating Moxy Hotels in the
applicable Present future.
Residence Inn by 1987 – 1984 – 772
Marriott Hotels Present Present
SpringHill Suites 1995 – 1996 – 507 Prior to 1998, certain SpringHill Suites hotels
by Marriott Present Present operated as Fairfield Suites hotels.
Hotels
TownePlace 1997 – 1996 – 480
Suites by Present Present
Marriott Hotels
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OTHER COMPANY BRAND HOTELS
Number of
Franchised
Length of Length of
Outlets Operating
Time Time
Company Brand in the U.S. and Additional Information
Operated Franchised
Canada as of
December 31,
2022
Apartments by Not 2022 - 0 We developed this serviced-apartment hotel brand
Marriott Bonvoy applicable Present in 2022.
City Express Not Not 0 We are in the process of acquiring the City
applicable applicable Express portfolio of brands from Hotels City
Express, S.A.B. de C.V. (BMV: HCITY). The
“City Express” portfolio consists of 152 hotels
located in Mexico and three other Latin American
countries that operate under the following brand
names: City Express, City Express Plus, City
Express Suites, City Express Junior, and City
Centro (the “City Express Brands”). If we
acquire the City Express portfolio, the City
Express Brands will become Company Brands
and the City Express Brand hotels will become
Company Brand Hotels. We may in the future
offer franchises for City Express Brand Hotels in
the United States and Canada.
Design Hotels Not 2019 – 7 Our subsidiary, Design Hotels GmbH, and its
applicable Present predecessors have operated a distribution, sales,
and marketing affiliation of independently-owned
and individually-selected member hotels and
resorts under the Design Hotels mark since 1993.
The brand has transitioned to a non-franchise
affiliation model in 2022.
Edition Hotels 2014 – Presently 0 This Company Brand was developed in 2007 with
Present not Ian Schrager.
franchised in
the U.S. or
Canada
Gaylord Hotels 2012 – Presently 0 We acquired the Gaylord brand and hotel
Present not management company from Gaylord
franchised in Entertainment Company (now Ryman Hospitality
the U.S. or Properties, Inc.) in 2012. We do not currently
Canada intend to offer franchises for Gaylord hotels in the
United States and Canada.
Marriott 1997 – Presently 0 Marriott Executive Apartments were formerly
Executive Present not known as “Marriott Executive Residences.” We
Apartments franchised in do not currently intend to offer franchises for
the U.S. or Marriott Executive Apartments in the United
Canada States and Canada.
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Protea Hotels 2014 – Presently 0 The term “Protea Hotels” includes Protea Hotels
Present not by Marriott, Protea Hotel Fire & Ice!, and African
franchised in Pride Hotels, Lodges and Country Houses. In
the U.S. or 2014, our subsidiary acquired the brands and
Canada hotel management and franchise business of
Protea Hospitality Holdings, which operated and
franchised Protea Hotels throughout Africa. We
do not currently intend to offer franchises for
these brands in the United States and Canada, but
we expect to continue offering franchises for
locations outside the United States and Canada.
St. Regis Hotels 1960 – Presently 0 We may in the future offer franchises for St.
Present not Regis Hotels in the United States and Canada.
franchised in
the U.S. or
Canada
MIF, L.L.C., a Delaware limited liability company established on March 20, 2012, and a wholly-
owned subsidiary of Marriott, has served as a franchisor of certain Company Brand Hotels in the United
States since March 2013. MIF, L.L.C. maintains its principal business address at Marriott Headquarters.
Certain of our other subsidiaries and affiliates offer franchises for Company Brand Hotels outside of the
United States (“International Franchises”), including: Marriott Worldwide Corporation (“MWC”);
Marriott Switzerland Licensing Company S.à r.l. acting on its own behalf (“MSLC”) and through its branch
in Nevis (“MSLC - Nevis Branch”); Renaissance Hotel Holdings, Inc. (“RHHI”); IHLC acting on its own
behalf and through its branch in Switzerland (“IHLC Zurich Branch”); Global Hospitality Licensing S.à r.l.
(“GHL”); ACHM Global Hospitality Licensing S.à r.l. (“ACHM”); W International, Inc. (“WII”);
Franchise and License (Canadian) OPS Limited Partnership (“FLO”); SII Real Estate Holdings, Inc.
(“SII”); WHMLP; SMI; SCI; Luxury Hotels International of Hong Kong Limited (“LHIHK”); Starwood
EAME License and Services Company, BVBA (“SELSC”); Sheraton Overseas Management Corporation
(Thailand Branch); and Shanghai Gingerroot Enterprise Management Co. Ltd. FLO, MWC, RHHI, SCI,
SII, SMI, SLC, WHMLP, WII, and Sheraton Overseas Management Corporation (Thailand Branch) have
a principal business address at Marriott Headquarters. IHLC, GHL and ACHM have a principal business
address at 33 rue du Puits Romain, L-8070 Bertrange, Luxembourg. IHLC Zurich Branch has a business
address at Bahnhofplatz 14, 8001 Zurich, Switzerland. MSLC has a principal business address at c/o Toren
AG, Lindenstrasse 16, 6341 Baar, Switzerland. MSLC – Nevis Branch has a principal business address at
Howard’s End, Spring Hill Road, St. Thomas Parish, Island of Nevis. LHIHK has a principal business
address at 11th Floor, 1111 King’s Road, Taikoo Shing, Hong Kong. SELSC has a principal business
address at Rue Auguste Orts 3-7, 1000 Brussels, Belgium. Shanghai Gingerroot Enterprise Management
Co. Ltd. has a principal business address of Suite 902, No. 1901 Huashan Road, Xuhui District, Shanghai,
200030, China.
Other Company Brands. In addition to operating and franchising Company Brand Hotels, we
and our affiliates manage golf facilities and resorts and luxury yachts under the Company Brands. We and
our affiliates also grant franchises or licenses to real estate developers to market, sell, and rent residential
and condominium units under the Company Brands using our reservation channels, distribution channels,
and loyalty programs. We may manage the day-to-day operations of the condominium or residential units
on behalf of the residential or condominium owners’ associations.
In 2023, we may begin offering franchises for mid-scale hotels under the City Express brand names
or any other brand names that we may designate.
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In 2019, we developed Homes & Villas by Marriott Bonvoy (f/k/a Homes and Villas by Marriott
International), a home sharing program that offers short-term home rentals using our reservation and
distribution channels and loyalty programs.
In 2019, we also launched a new all-inclusive resort platform through which select hotels and
resorts may charge a nightly rate per guest that includes the cost of a room and certain other amenities such
as food, beverages, and recreational programs and activities. We are currently offering and selling
franchises for all-inclusive hotels and resorts under the following Company Brands: (i) Autograph
Collection Hotels, (ii) Delta Hotels by Marriott, (iii) Marriott Hotels & Resorts and JW Marriott Hotels and
Resorts, (iv) The Luxury Collection Hotels & Resorts, (v) Tribute Portfolio Hotels and Resorts,
(vi) W Hotels, and (vii) Westin Hotels & Resorts. We may operate or grant third parties the right to operate
all-inclusive resorts under any of our Company Brands. In conjunction with our entry into the all-inclusive
market, IHLC acquired Elegant Hotels plc. Elegant Hotels operates seven hotels (certain of which are
all-inclusive) in Barbados. These hotels were subsequently converted into Autograph Collection hotels and
resorts.
In 2011, our domestic and overseas timesharing and fractional destination club business and certain
related whole ownership residential development businesses (respectively, the “Marriott Destination Club”
and “Marriott Whole Ownership Residential Businesses”) were spun off as an independent publicly-traded
company, Marriott Vacations Worldwide Corporation (“MVW”). Pursuant to long-term license
agreements with Marriott and its affiliates, MVW has: (i) the exclusive right to develop and operate the
Marriott Destination Club and Marriott Whole Ownership Residential Businesses and related products
under the brand names Marriott Vacation Club®, Marriott Vacation Club® International, Marriott Vacation
Club Destinations®, Grand Residences by MarriottSM, Sheraton Vacation Club®, Westin Vacation Club®,
and other approved property names; (ii) the exclusive right to develop and operate the Marriott Destination
Club and Marriott Whole Ownership Residential Businesses and related products under the brand names
The Ritz-Carlton Destination Club® and The Ritz-Carlton Club®; (iii) the right to sell, market, manage,
operate and/or finance certain existing vacation ownership properties under the St. Regis Residence Club®
name, the Luxury Collection Residence Club® name, and under other existing property names using the St.
Regis® and The Luxury Collection® marks; and (iv) the non-exclusive right to develop Whole Ownership
Residential Businesses and related products under the brand name The Ritz-Carlton Residences® ((i)
through (iv) collectively, “MVW Licensed Brands”). We and our affiliates may manage certain of these
projects.
Except as noted above, neither we nor our affiliates have offered franchises in any other line of
business.
Products and Services Available to Franchisees. Our subsidiary, Marriott International Design
& Construction Services, Inc. (“Marriott Design & Construction”), provides Company Brand Businesses
with a variety of design services and purchasing services for certain furniture, fixtures, equipment, and
opening operating supplies. Through our procurement division (“MIP Americas”), we provide procurement
services for certain recurring food, beverage, and operating supplies.
In 2017, we formed Travel Ease International (Hong Kong) Limited (“Travel Ease”) with Alibaba
Group Holdings Limited (“Alibaba”), a Chinese multinational e-commerce conglomerate. Travel Ease
manages certain of our Chinese digital reservation and distribution channels, including an online storefront
on Fliggy (Alibaba’s travel platform). Travel Ease also markets the products and services offered by
Company Brand Businesses to Alibaba’s customer base and provides a link between our loyalty programs
and Alibaba’s loyalty programs.
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From 2012 to 2020, our affiliate, Hotel JV Services, LLC, operated Roomkey.com, a website that
offered consumers the opportunity to research and compare hotels online.
Marriott may from time to time establish or invest in other businesses that provide goods and
services to Company Brand Businesses.
Agents for Service of Process. Our agents for service of process are listed at Exhibit F.
Laws Applicable to the Lodging Industry. A summary of laws and regulations specific to the
lodging industry is listed at Exhibit I.
Market and Competition. The market for lodging services is well developed and highly
competitive. You will compete with other hotel and resort properties, ranging from national and
international hotel brands to independent, local, and regional hotel operators, as well as alternative lodging
companies that rent residential inventory in a manner consistent with hotels. You may also compete with
other lodging facilities operating under the Company Brands and MVW Licensed Brands. Depending on
your geographic location and the services offered, your business may be seasonal.
The market for residences, condominiums, and multi-family development projects is well
developed, regulated, seasonal, and highly competitive. If you elect to develop or operate a residential
component with your Company Brand Hotel, you will compete with local, regional, and national residential
property developers and residential brands, many of which are well-established in the market with respect
to both new development and re-sales. You may also compete with other Company Brands and MVW
Licensed Brands that may be located close to your project. Your ability to compete in the marketplace is
dependent upon a number of factors, including location, accessibility, level of service, operating efficiency,
quality and appearance, marketing and advertising programs, associate satisfaction, and general economic
conditions.
The hotel business is highly sophisticated. Both typical and special business risk factors exist in
the hotel and residential industries. Risk factors that you should consider may include (without limitation):
the location and size of your hotel; the potential seasonality of consumer demand in your market;
competition in your market; changing consumer demand and preferences; whether you manage the hotel;
the cost and availability of supplies, equipment, labor, and financing; your management skills and abilities;
the continuation of sources of supply; fluctuations in real estate values; the cost of compliance with
applicable laws and regulations; the cost of operating in a sustainable, ethical, and socially conscience
manner, consistent with prevailing business practices and consumer expectations; developments in
technology and disruptions in technology systems; environmental liabilities; insurance needs; recession or
depression locally, nationally, or internationally; wars (including, potentially, the conflict in Ukraine),
terrorist turmoil, strikes, national or local emergencies, public health incidents, natural disasters, and other
forms of social and political uncertainty; and liability and casualty losses. The success or failure of your
business will depend upon these and other factors, and we urge you to consult with your professional
advisors to identify and consider all risk factors that may affect your business.
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ITEM 2
BUSINESS EXPERIENCE
A list of the directors, principal officers, and other individuals who have management responsibility
for the sale or operation of the franchise offered by this disclosure document follows. The location of
employment for each person is Bethesda, Maryland, unless we name another location.
Directors of Marriott
Chairman of the Board: David S. Marriott
Mr. Marriott has been Chairman of the Board of Marriott since May 2022. Prior to that, Mr.
Marriott was a Director of Marriott from March 2021 to May 2022. Mr. Marriott was the President, U.S.
Full Service, Managed by Marriott from 2018 to April 2021, and previously served as the Chief Operations
Officer – The Americas, Eastern Region from 2010 to 2018. He also serves as the Chairman of the
Governing Board of St. Albans School in Washington, D.C. and as a Trustee of The J. Willard & Alice S.
Marriott Foundation.
Director, Chief Executive Officer, and President: Anthony Capuano
Mr. Capuano has been a Director and Chief Executive Officer of Marriott since February 2021. In
February 2023, he also assumed the role of Marriott’s President. Prior to that, Mr. Capuano was Group
President, Global Development, Design and Operations Services from January 2020 to February 2021, and
Executive Vice President, Global Chief Development Officer from June 2011 to January 2020.
Director: Isabella D. Goren
Ms. Goren has been a Director of Marriott since March 2022. She has also served as a Director of
MassMutual Financial Group since December 2014. Ms. Goren was Chief Financial Officer of American
Airlines, Inc. and its parent company, AMR Corporation from 2010 to 2013. She also served as a Director
of Gap Inc. and LyondellBasell Industries.
Director: Deborah Marriott Harrison
Ms. Harrison has been a Director of Marriott since June 2014. Ms. Harrison has served as Global
Cultural Ambassador Emeritus since May 2019. Prior to that, she was Global Officer, Marriott Culture and
Business Councils from October 2013 to May 2019.
Director: Frederick A. Henderson
Mr. Henderson has been a Director of Marriott since May 2013. Mr. Henderson was Chairman and
Chief Executive Officer of SunCoke Energy, Inc. from December 2010 to December 2017, and Chairman
and Chief Executive Officer of SunCoke Energy Partners GP LLC, the general partner of SunCoke Energy
Partners, L.P., from January 2013 to December 2017. Mr. Henderson has served as a Trustee of the Alfred
P. Sloan Foundation since 2008 and became the Chairman of its Board of Trustees in 2022. Mr. Henderson
has also served as a principal in the Hawksbill Group and as a Director of Horizon Global Corporation. He
has served as Non-executive Chairman of Adient plc since October 2018 and has served as a Director of
Adient plc since October 2016. He has also served as the Non-executive Chairman of Arconic Corp. since
April 2020.
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Director: Eric Hippeau
Mr. Hippeau has been a Director of Marriott since September 2016. Mr. Hippeau has been
Managing Partner of Lerer Hippeau in New York, New York since June 2011. He has also served as a
Director and as the Chief Executive Officer of Lerer Hippeau Acquisition since February 2021. Mr.
Hippeau served as a Director of Starwood from April 1999 to September 2016.
Director: Lauren Hobart
Ms. Hobart has been a Director of Marriott since March 2023. Ms. Hobart has also served as Chief
Executive Officer of DICK’S Sporting Goods, Inc. since February 2021, and President of DICK’S Sporting
Goods, Inc. since May 2017. Ms. Hobart was previously a Director of Yum! Brands, Inc. from November
2020 to August 2022.
Director: Debra L. Lee
Ms. Lee has been a Director of Marriott since June 2004. Ms. Lee was Chairman of the Board and
Chief Executive Officer of BET Networks, a subsidiary of Viacom, Inc., from 2006 until her retirement in
May 2018, and has been Chair of the Leading Women Defined Foundation since June 2018. She has served
as a Director of AT&T Inc. since July 2019, Burberry Group plc. since October 2019, and Procter & Gamble
since August 2020. She previously served as a director of WGL Holdings, Inc. from 1999 to 2018, Twitter,
Inc. from May 2016 to August 2019, Eastman Kodak Company from 1999 to May 2011, and Revlon, Inc.
from 2005 to 2015.
Director: Aylwin B. Lewis
Mr. Lewis has been a Director of Marriott since September 2016. Mr. Lewis was Chairman,
President and Chief Executive Officer of Potbelly Sandwich Works, LLC in Chicago, Illinois from June
2008 to November 2017. He has served as a Director of Voya Financial, Inc. since October 2020, a Director
of The Chefs’ Warehouse, Inc. since January 2021, and a Director of Caliber Collison since January 2021.
He previously served as a Director of Red Robin Gourmet Burgers, Inc. from May 2018 to November 2019,
The Walt Disney Company from January 2004 to March 2019, and Starwood from January 2013 to
September 2016.
Director: Margaret M. McCarthy
Ms. McCarthy has been a Director of Marriott since March 2019. Ms. McCarthy served as
Executive Vice President of CVS Health Corporation from November 2018 to June 2019. Prior to that she
served as Aetna, Inc.’s Executive Vice President, Operations and Technology from November 2010 to
November 2018. Ms. McCarthy has served as a Director of Alignment Healthcare since December 2020,
American Electric Power Company, Inc. since April 2019, and First American Financial Corporation since
July 2015. She served as a Director of Brighthouse Financial, Inc. from November 2018 to June 2021.
Director: Grant Reid
Mr. Reid has been a Director of Marriott since March 2023. Mr. Reid served as President and Chief
Executive Officer of Mars Incorporated from July 2014 to June 2022. He served in various leadership roles
at Mars Incorporated during his 34-year career with the company. Mr. Reid has also served as Chairman
of the Board of SMI Agribusiness Task Force since January 2023.
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Director: George Muñoz
Mr. Muñoz has been a Director of Marriott since August 2002. Mr. Muñoz has been a principal in
the Washington, D.C.-based firm Muñoz Investment Banking Group, LLC since February 2001. He has
also been a partner in the Chicago-based law firm Tobin, Petkus & Muñoz LLC (now Tobin & Muñoz)
since July 2001. Mr. Muñoz has served as a Director of Altria Group, Inc. since October 2004, and as a
Director of Laureate Education, Inc. since March 2013. He previously served as a Director of Anixter
International, Inc. from May 2004 to June 2020. He also serves as a Trustee of the National Geographic
Society. We anticipate that Mr. Muñoz will not stand for re-election to our board this year.
Director: Horacio D. Rozanski
Mr. Rozanski has been a Director of Marriott since March 2021. Mr. Rozanski has served as a
Director and the President and Chief Executive Officer of Booz Allen Hamilton since January 2015 and
has been an employee of the firm since 1992. He also serves as Chairman of the Board of the Children's
National Medical Center, as a Director of CARE USA, and as a member of the United States Holocaust
Memorial Museum's Committee on Conscience.
Director: Susan C. Schwab
Ambassador Schwab has been a director of Marriott since May 2015. Ambassador Schwab has
served as a Professor Emerita at the University of Maryland School of Public Policy since February 2020
and as a Professor since January 2009. She has also been a strategic advisor to Mayer Brown, LLP, a global
law firm, since March 2010. Ambassador Schwab has served as a Director of Caterpillar Inc. since June
2009 and FedEx Corporation since June 2009, and served as a Director of The Boeing Company from
February 2010 to April 2021.
Emeritus Designation
Chairman Emeritus: J.W. Marriott, Jr.
Mr. Marriott has been Marriott’s Chairman Emeritus since May 2022. Prior to that, Mr. Marriott
was a Director of Marriott from 1964 to 2022, and Chairman of the Board of Marriott from 1985 to 2022.
Mr. Marriott joined our predecessor, Marriott Corporation, in 1956. He became its President in 1964 and
Chief Executive Officer in 1972. He served as Chief Executive Officer of Marriott until March 2012. He
serves as a Trustee of The J. Willard & Alice S. Marriott Foundation and is an honorary member of the
executive committee of the World Travel & Tourism Council.
Principal Officers of Marriott
Global Development Officer, U.S. & Canada: Noah J. Silverman
Mr. Silverman has been Global Development Officer, U.S. and Canada since March 2021. Prior
to that, Mr. Silverman was Chief Development Officer, U.S. & Canada, Full-Service Hotels from May 2011
to March 2021.
Chief Financial Officer and Executive Vice President, Development: Leeny Oberg
Ms. Oberg has been Chief Financial Officer and Executive Vice President since January 2016. In
February 2023, she also assumed the role of Executive Vice President, Development. Ms. Oberg has served
as a Director of Adobe, Inc. since January 2019.
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Executive Vice President and General Counsel: Rena Hozore Reiss
Ms. Reiss has been Executive Vice President and General Counsel since December 2017. Prior to
that, she served as Executive Vice President, General Counsel, and Secretary of Hyatt Hotels Corporation
from August 2010 to October 2017.
Executive Vice President and Chief Revenue & Technology Officer: Drew Pinto
Mr. Pinto has been Executive Vice President and Chief Revenue & Technology Officer since
February 2023. Prior to that, he was Global Officer – Distribution, Revenue Strategy, Engagement Centers,
and Global Sales from January 2021 to February 2023. Mr. Pinto served as Senior Vice President,
Distribution & Revenue Strategy from January 2019 to December 2020, and as Senior Vice President,
Distribution from September 2016 to December 2018.
Controller and Chief Accounting Officer: Felitia Lee
Ms. Lee has been Controller and Chief Accounting Officer since May 2020. Prior to that, she was
Senior Vice President and Controller of Kohl’s Corporation from September 2018 to April 2020, and
Company Vice President and Controller of Pepsi Bottling Company from September 2010 to August 2018.
Group President, U.S. & Canada: Liam Brown
Mr. Brown has been Group President, U.S. & Canada since January 2021. Prior to that, he was
President and Managing Director of Europe from November 2018 to January 2021, and President,
Franchising, Owner Services and MxM Select Brands, North America from February 2013 to November
2018.
Executive Vice President and Chief Customer Officer: Peggy Fang Roe
Ms. Roe has been Executive Vice President and Chief Customer Officer since February 2023. Prior
to that, she served as Global Officer, Customer Experience, Loyalty, and New Ventures from January 2020
to February 2023, and Chief Sales & Marketing Officer in Asia Pacific from October 2013 to January 2020.
President, Luxury: Tina Edmundson
Ms. Edmundson has been President, Luxury since February 2023. Prior to that, she was Global
Officer, Brand and Marketing from January 2020 to February 2023, and Global Brand Officer from
September 2016 to January 2020.
Secretary, Vice President, and Senior Counsel: Andrew P. C. Wright
Mr. Wright has been Secretary since May 2020 and Vice President and Senior Counsel since March
2017.
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Chief Franchise Officer: Karen A. Finberg
Ms. Finberg has been Chief Franchise Officer since July 2022. Prior to that, Ms. Finberg served
as Senior Vice President, Owner & Franchise Services, U.S. from March 2019 to July 2022. She was Area
Vice President, Select-Service and Extended-Stay Brands, Eastern Region from January 2017 to March
2019.
Lodging Development
Senior Vice President, U. S. Full-Service Brands – Eastern Region: Lisa Sexton
Ms. Sexton has been Senior Vice President, U. S. Full-Service Brands for the Eastern Region since
March 2023. Prior to that, she was Regional Vice President, U.S. Full-Service Brands for the Eastern
Region from October 2021 to March 2023, and Vice President, Lodging Development for the Eastern
Region from June 2015 to October 2021.
Senior Vice President, U. S. Full-Service Brands – Western Region: Paul Loehr
Mr. Loehr has been Senior Vice President, U. S. Full-Service Brands for the Western Region
since March 2023. Prior to that, he was Regional Vice President, U.S. Full-Service Brands for the
Western Region from October 2021 to March 2023, Regional Vice President, Lodging Development
Division for Canada from April 2018 to October 2021, and Vice President, Lodging Development
Division for the Western Region from March 2015 to April 2018.
Chief Development Officer, U.S. Luxury Brands and Global Mixed-Use: Dana A. Jacobsohn
Ms. Jacobsohn has been Chief Development Officer, U.S. Luxury Brands and Global Mixed-Use
since July 2021. Prior to that, Ms. Jacobsohn was Senior Vice President, Global Mixed-Use Development
from March 2019 to July 2021 and Vice President, Mixed-Use Development from December 2014 to March
2019.
Vice President, Global Mixed-Use Development: Sarah A. Khalifa
Ms. Khalifa has been Vice President, Global Mixed-Use Development since August 2021 and was
Senior Director, Mixed-Use Development from August 2019 to August 2021. Prior to that Ms. Khalifa was
a Senior Associate at Clyde & Co from December 2015 to July 2019.
Operations
Chief Global Operations Officer: Erika L. Alexander
Ms. Alexander has been Chief Global Operations Officer since January 2021. Prior to that, she
was Chief Lodging Services Officer, Americas from July 2015 to January 2021 and Area Vice President,
Americas – Eastern Region from July 2008 to July 2015.
Senior Vice President, Luxury Brands: Chris Gabaldon
Mr. Gabaldon has been Senior Vice President, Luxury Brands since October 2020. Prior to that,
he was Chief Operating Officer for Auberge Resorts Collection from March 2019 to September 2020. He
served as the Area Vice President, Luxury Brands Western U.S. from January 2016 to March 2019.
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Senior Vice President, Premium Brands: Jason Nuell
Mr. Nuell has been Senior Vice President, Premium Brands since September 2020. Prior to that, he
was Area Vice President, Marriott Managed Select Brands, Eastern Region from April 2019 to September
2020, and Vice President, Brand Operations Design & Development, Lifestyle Brands from September
2014 to April 2019.
Senior Vice President, Owner & Franchise Services, Full-Service Franchising, U.S.: Kip W. Vreeland
Mr. Vreeland has been Senior Vice President, Owner & Franchise Services, Full-Service
Franchising, U.S. since July 2012.
Vice President, Owner & Franchise Services: Tara R. Cowan
Ms. Cowan has been Vice President, Owner & Franchise Services since December 2016, with
responsibility for full-service hotel franchising. Prior to that, she was Director of Franchise Administration
at Starwood from August 2006 to December 2016.
Senior Vice President, Asset Management and Analysis, U.S.: Catherine L. Young
Ms. Young has been Senior Vice President, Asset Management and Analysis, U.S. since July 2013.
Vice President, Owner & Franchise Services: Michael H. Rosenman
Mr. Rosenman has been Vice President, Owner & Franchise Services since October 2010, with
responsibility for Owner Communications and Initiative Management, Owner Information Management
and Product Integrity since June 2016, and responsibility for Contract Administration and Growth
Administration since February 2013.
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ITEM 3
LITIGATION
Except for the actions described below, there is no litigation that must be disclosed in this Item.
A. Data Security Incident
On November 30, 2018, Marriott announced a data security incident involving unauthorized access
to the Starwood reservations database (the “Data Security Incident”). Marriott phased-out the operation of
the Starwood reservation database which was the subject of the Data Security Incident. Following
Marriott’s announcement of the Data Security Incident, numerous lawsuits were brought, and may continue
to be brought, against Starwood, Marriott, and their respective officers and directors. Below is a summary
of certain litigation matters relating to the Data Security Incident:
1. In re Marriott International Customer Data Security Breach Litigation (MDL No. 19-md-
2879). Numerous putative class actions and some individual actions have been filed against Starwood and
Marriott in U.S. federal and state courts alleging, among other claims, negligence, invasion of privacy,
violation of federal and state consumer protection and data privacy laws, violation of municipal ordinances,
violation of the European Union’s General Data Protection Regulation and similar foreign laws and
regulations, conversion, misrepresentation, and unfair and deceptive trade practices. The plaintiffs in these
cases seek statutory, actual, compensatory, punitive, and consequential damages, including attorneys’ fees
and costs, in amounts to be proven at trial. The amount sought by all plaintiffs is not yet specified.
On December 3, 2018, two plaintiffs moved the Judicial Panel on Multidistrict Litigation (“JPML”)
for transfer and consolidation of 11 then-pending federal cases and later tag-along cases. The JPML issued
an order on February 6, 2019, transferring these and future “tag-along” cases to the United States District
Court for the District of Maryland for coordination and captioned the MDL matter In re Marriott
International Customer Data Security Breach Litigation (MDL No. 19-md-2879) (the “MDL”). Marriott
has also removed the state cases to federal court and consolidated them into the MDL, with the exception
of one derivative suit filed by a purported stockholder of Marriott in the Delaware Court of Chancery. The
JPML has transferred or conditionally transferred nearly all tag-along cases filed thereafter, and the
defendants will continue to request transfers to the MDL if new matters arise.
On July 22, 2019, consumer MDL plaintiffs filed an Amended Consolidated Complaint which
added Accenture LLP and Accenture PLC as defendants. Accenture PLC was subsequently voluntarily
dismissed without prejudice. The parties also selected a sub-set of claims from the Amended Consolidated
Complaint to proceed at this stage of the litigation. On August 26, 2019, consumer plaintiffs filed a Second
Amended Consolidated Complaint. Defendants moved to dismiss the Second Amended Consolidated
Complaint on September 23, 2019 and on February 21, 2020, the Court granted in part and denied in part
Marriott’s motion. Marriott filed an answer to the portions of the Second Amended Consolidated
Complaint on July 13, 2020, and an Amended Answer on August 3, 2020. Discovery is complete and the
plaintiffs have moved for class certification. In May 2022, the Court granted class certification to several
groups of plaintiffs. Marriott and its co-defendants filed petitions to appeal. On July 14, 2022, the U.S.
Court of Appeals for the Fourth Circuit granted the defendant’s appeal petitions. The appeals are fully
briefed and oral argument in the matter will likely take place in May 2023. Starwood, Marriott, and the
other named defendants intend to defend vigorously against these claims.
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The MDL also includes the following matters:
(a) City of Chicago v. Marriott International, Inc., et al., Case No. 8:19-cv-00654 (D.
Md.). On February 14, 2019, the City of Chicago (the “City”) filed an action against Marriott under
Section 2-25-090 of the Municipal Code of Chicago. The City seeks declaratory relief, an
injunction requiring Marriott to adopt additional data security measures, and a fine of up to $10,000
per day for each alleged violation of the Code. The City also requests an order requiring Marriott
to establish a fund to pay for monitoring of residents’ information and other so-called precautions
the city claims are necessary. On March 1, 2019, the JPML transferred this action to the District
of Maryland, where it is being litigated as part of the MDL and was assigned the individual case
caption City of Chicago v. Marriott International, Inc., et al., Case No. 8:19-cv-00654-PWG. On
June 20, 2019, the city filed a First Amended Complaint. Marriott moved to dismiss the complaint
on July 15, 2019. After full briefing, the district court denied the motion on December 13, 2019.
Marriott answered the First Amended Complaint on January 27, 2020. Marriott has moved for
summary judgment, which the City opposed. On September 8, 2022, the court granted Marriott’s
motion to dismiss the City’s claims for injunctive relief but denied Marriott’s motion to dismiss the
monetary claims. The City then moved to transfer the case to federal court in Chicago, which was
denied by the court on January 18, 2023. On March 15, 2023, Marriott filed a motion for summary
judgment regarding the scope of the penalties that the court can lawfully impose. Marriott intends
to continue to vigorously defend against this action.
(b) McGrath v. Marriott International, Inc., et al., Case No. 8:19-cv-000368-PWG (D.
Md.). On December 1, 2018, a putative class action lawsuit was filed in the Eastern District of
New York against Marriott and certain of Marriott’s officers (including Arne M. Sorenson,
Kathleen Kelly Oberg, and Bao Giang Val Bauduin) alleging violations of the federal securities
laws in connection with the Data Security Incident. On February 6, 2019, the JPML transferred
this action to the District of Maryland, where it is being litigated as part of the MDL. The court
appointed Construction Laborers Pension Trust for Southern California to serve as lead plaintiff
for this securities class action, and the lead plaintiff filed an amended consolidated complaint on
August 5, 2019, a second amended complaint on September 16, 2019, and a third amended
complaint on July 24, 2020. The plaintiffs seek statutory, actual, compensatory, and consequential
damages, including interest and attorneys’ fees and costs, in amounts to be proven at trial. The
defendants moved to dismiss the third amended complaint on September 8, 2020. On June 11,
2021, the Court dismissed all claims against Marriott and the other defendants. The plaintiffs have
appealed the judgement and oral argument was held on March 10, 2022. Marriott awaits the Court’s
resolution of the case. Marriott intends to continue to vigorously defend against this action.
2. Administrative Investigations. The Data Security Incident, and a subsequent data security
incident occurring at the end of February 2020 involving the potential access of guest information using the
login credentials of two employees at a franchise property in Russia, have resulted in investigations by
regulatory authorities in various jurisdictions, including the U.S., Canada, and Australia.
(a) U.S. Investigations. Attorneys General Offices from all 50 states and the District
of Columbia, the Federal Trade Commission, the Securities and Exchange Commission, and certain
committees of the U.S. Senate and House of Representatives have made inquiries, opened
investigations, or requested information and/or documents relating to the Data Security Incident
and related matters. These matters remain generally open. We are in discussions with the U.S.
state Attorneys General, the U.S. Federal Trade Commission, and certain regulatory authorities in
other jurisdictions to resolve their investigations and requests. The States Attorney Generals have
proposed a settlement amount and we have submitted a counterproposal. No definitive agreement
has been reached. On December 22, 2022, the Securities and Exchange Commission notified us
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that it was closing its investigation into the data security incident and that it would take no further
action.
(b) Information Commissioner’s Office in the United Kingdom (“ICO”) Action. In

July 2019, the ICO issued a formal notice of intent under the U.K. Data Protection Act 2018
proposing a fine in the amount of £99 million against Marriott in relation to the Data Security
Incident (the “Proposed ICO Fine”). On October 30, 2020, the ICO issued a penalty notice under
which it found that Marriott had infringed the EU General Data Protection Regulation and imposed
a fine of £18.4 million (approximately $23.8 million). Marriott International Inc. did not appeal
the ICO’s decision, but has made no admission of liability in relation to the decision or the
underlying allegations.
(c) Turkish Personal Data Protection Authority (“KVKK”) Action. Following an

investigation into the Data Security Incident, the KVKK issued Decision No. 2019/143 on May 16,
2019, imposing an administrative fine on Marriott International, Inc. in the amount of Turkish Lira
1.450.000 (~US$233,000). Marriott has been appealing the administrative fine in various forums
since it was issued, but paid the fine in full on February 11, 2020, as it was obliged to do under
Turkish law pending the outcome of its final appeal to the Turkish Constitutional Court, which was
filed on February 19, 2020. This final appeal remains pending.
(d) Canadian Office of the Privacy Commissioner Investigation. The Canadian Office
of the Privacy Commissioner had launched an investigation into the Data Security Incident. We
have agreed with the commissioner to conduct separate internal and external assessments of our
corporate governance and security programs by April 2023, at which point the commissioner will
likely close its formal inquiry.
3. Canadian Actions. Following the disclosure of the Data Security Incident, 16 putative class
action lawsuits were commenced in British Columbia, Alberta, Ontario, Quebec, and Nova Scotia. The
putative class action lawsuits name as defendants variations of Starwood Canada ULC, Marriott, Starwood,
Luxury Hotels International of Canada, ULC, and Marriott Hotels of Canada Ltd. The plaintiffs allege
various claims, including negligence, intrusion upon seclusion, and breach of Canadian federal and
provincial privacy statutes and consumer protection statutes. Some of the plaintiffs allege further or
province-specific causes of action. The plaintiffs seek a combination of statutory, general, special,
exemplary, punitive, and aggravated damages, including attorneys' fees and costs, in amounts to be proven
at trial. All of the cases have been consolidated and will proceed as a single case in Ontario. Plaintiffs
sought to obtain a preliminary ruling from the court as to whether the tort of intrusion upon seclusion applies
to their case. On January 17, 2022, the court held that the tort does not apply in data security cases. On
November 25, 2022, the Court of Appeals affirmed the lower court decision. The plaintiffs are appealing
to the Canadian Supreme Court Marriott and its affiliates dispute the allegations in the claim and intend
to defend vigorously against it.
4. UK Opt-Out Representative Action. On 18 August 2020, an opt-out representative action

was filed in the High Court of England & Wales against six Marriott and Starwood companies (namely,
Marriott International Inc.; Marriott Hotels International Limited; Marriott Hotels Limited; Starwood
Hotels and Resorts Worldwide LLC; Sheraton Hotels (England) Limited; and Starwood Services (UK)
Limited) in relation to the Data Security Incident under the name and title Martin John Bryant v Marriott
International Inc. and others, QB-2020-002882. The representative claimant alleges breaches of data
protection legislation and claims for loss of control of personal data. The representative claimant seeks
damages, interest, and other relief in amounts to be proven at trial. The claim had been stayed pending the
Supreme Court’s decision in Lloyd v Google. On November 3, 2021, the Court issued its Lloyd decision.
Plaintiffs have decided not to proceed and we are in the process of finalizing that decision.
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B. Destination, Resort, and Amenity Fees
A group of State Attorneys General (“AGs”) representing all 50 states and the District of Columbia
have been conducting an industry-wide investigation of the display of room rates and resort, destination
and other mandatory fees (“Resort Fees”) on hotel and online travel agency websites. Marriott is one of
several lodging companies under investigation and has been cooperating. In November 2021, Marriott
reached a resolution of all resort fee issues with the Commonwealth of Pennsylvania, pursuant to which it
agreed to pay a $150 filing fee and agreed to redesign its website so that resort fee information appears on
the landing page. Marriott remain in discussions with the various states in an effort to reach a global
resolution of these issues.
The following is a summary of litigation matters relating to Marriott’s display of room rates and
destination, resort, and amenity resort fees.
1. District of Columbia v. Marriott International, Inc., 2019 CA 004497 B (D.C. Super. Ct.).
On July 9, 2019, the District of Columbia filed a lawsuit against Marriott in the Superior Court of the
District of Columbia alleging violations of the District of Columbia’s Consumer Protection Procedures Act
(“CPPA”), D.C. Code §§ 28-3901, et seq. The District of Columbia seeks an injunction, restitution,
statutory civil penalties, and attorneys' fees and costs, in amounts to be proven at trial. Following the end
of discovery, both parties moved for summary judgment. In late December 2021, the Court denied both
motions and then a new judge was assigned to the case at the start of 2022. The court has indicated that a
trial will take place in 2023. Marriott intends to vigorously defend against this action.
2. Todd Hall v. Marriott, International, Inc. (19-cv-1715-JLS-AHG) (S.D. Cal.). On

September 9, 2019, a putative class action was filed against Marriott in the United States District Court for
the Southern District of California alleging violations of the Consumers Legal Remedies Act, Cal. Civ.
Code §§ 1750, et seq., the False Advertising Law, Cal. Bus. & Prof. Code §§ 17500, et seq., and the Unfair
Competition Law, Cal. Bus. & Prof. Code §§ 17200, et seq., as well as unjust enrichment. On November
22, 2019, the plaintiffs filed a First Amended Class Action Complaint adding claims for negligent
misrepresentation, concealment/non-disclosure, and intentional misrepresentation. Marriott moved to
dismiss the First Amended Class Action Complaint on January 10, 2020. On December 8, 2020 the
plaintiffs filed a Second Amended Class Action Complaint adding additional named plaintiffs and Marriott
filed an answer to the Second Amended Class Action Complaint on February 22, 2021. The plaintiffs seek
an injunction, disgorgement, restitution, actual and statutory damages, and attorneys’ fees and costs, in
amounts to be proven at trial. Marriott moved for summary judgement and the plaintiff moved for class
certification. Oral argument on both motions was held on September 21, 2022, following which the court
requested additional briefings. The briefings have been completed and we await the court’s decision.
Marriott intends to vigorously defend against these claims.
C. Other Pending Actions
1. The Fifth and Fifty-Fifth Residence Club Association, Inc. v. Vistana Signature
Experiences, Inc., et al., Case No. 151907/2019, Supreme Court of the State of New York, New York
Co. This matter originally consisted of two actions concerning residences in the St. Regis Hotel in New
York City, New York – one brought by approximately 100 residential unit owners and the other brought
by the residence’s condominium board. The plaintiffs claimed that the defendants took actions that
diminished the value of the residences. The complaints included allegations of breach of fiduciary duty,
unjust enrichment, tortious interference, and anticompetitive actions. The plaintiffs sought actual damages,
punitive damages, the disgorgement of payments under the management agreement for the residences and
related agreements, and other damages in amounts to be proven at trial. The defendants prevailed in the
owners’ case, which was dismissed with prejudice. The condominium board’s case is pending in New York
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state court, and the defendants filed a motion to dismiss. On February 16, 2022, the Court dismissed the
claims against Marriott with prejudice and the remaining claims without prejudice. On March 18, 2022,
plaintiff filed a notice of appeal of the claims against Marriott and other defendants that were dismissed
with prejudice. The appeal is pending. Plaintiff filed a Second Amended Complaint re-pleading the claims
dismissed without prejudice, which the defendants moved to dismiss. The Court dismissed the remaining
claims in the Second Amended Complaint with prejudice, except for one claim, and granted plaintiff leave
to re-plead that claim against one co-defendant (not Marriott). Plaintiff filed the Third Amended Complaint
on December 15, 2022, which the remaining defendant moved to dismiss on January 27, 2023.
2. Irvin v. Marriott International, Inc. et al., Arizona Superior Court, Maricopa County,
CV2023-003951. On February 9, 2023, former Dallas Cowboy football player and ESPN commentator
Michael Irvin filed a complaint against Marriott International, Inc. and an unnamed Marriott associate for
defamation and tortious interference following an alleged incident that occurred at a Marriott Hotel. The
case was originally filed before the 429th Judicial District Court, Collin County, Texas, case
No. 429-00627-2023. Mr. Irvin sought approximately $100,000,000 in damages, plus attorney’s fees and
costs. Marriott subsequently removed the case to the United States District Court for the Eastern District
of Texas, Case No. 4:2023cv00131. Mr. Irvin voluntarily dismissed the case and re-filed it before the
Arizona Superior Court, Maricopa County, adding three Marriott associates as defendants. Marriott expects
to file an answer and move to discovery in short order. Marriott intends to vigorously defend against this
action.
3. Tempe Hospitality Ventures LLC v. The Sheraton LLC, Case No. 2:22-cv-01577-ESW,
United States District Court for the District of Arizona. On September 29, 2022, Tempe Hospitality
Ventures LLC ("Tempe Hospitality”), a former franchisee of The Sheraton LLC, filed a complaint against
The Sheraton LLC alleging that it had breached the implied covenant of good faith and fair dealing by
withdrawing the hotel’s authorization to operate under the “Sheraton Hotel” trademark. On October 20,
2022, Tempe Hospitality filed a first amended complaint that reiterated the same claims. Tempe Hospitality
acknowledged in its complaint that: (i) the hotel was not operated in accordance with the standards for a
prolonged period of time; (ii) The Sheraton LLC had refrained from terminating the agreement; and (iii)
The Sheraton LLC had offered Tempe Hospitality several options to address the prolonged operating
defaults, including providing plans for coming into compliance, suspending the hotel’s access to the
reservation system until the defaults were cured, and giving the franchisee the option to sell the
hotel. Tempe Hospitality acknowledged in the complaint that it chose not to cure the operating defaults
and instead agreed to continue operating under the franchise agreement without using the “Sheraton Hotel”
trademark. Nevertheless, Tempe Hospitality seeks damages and attorney’s fees from The Sheraton LLC in
an unspecified amount. The court stayed the litigation proceeding while the parties mediated the dispute
as required under the franchise agreement. A mediation hearing was held in March 2023, but no resolution
was reached. The Sheraton LLC intends to vigorously defend against this action and will file counterclaims
against Tempe Hospitality for breach and wrongful termination of the franchise agreement, among other
claims. The Sheraton LLC intends to seek liquidated damages resulting from Tempe Hospitality’s breach
and wrongful termination of the franchise agreement, as well as other damages, attorney’s fees, and costs.
4. Norma Knuth v. Luxury Hotels International of Canada, ULC, Starwood Hotels & Resorts
Worldwide, Inc., and Starwood Hotels & Resorts, Inc., et al., (Court of Queen’s Bench for Saskatchewan,
Canada, File No. QBG 2560/2014). On January 5, 2014, plaintiff Norma Knuth filed a putative consumer
class action complaint against several owners of hotel brands in Canada, including Best Western, Choice,
Delta, Hilton, Hyatt, Intercontinental, Marriott, Radisson and Wyndham, for alleged violations of Canada’s
consumer protection act, negligence and unjust enrichment. Specifically, the plaintiff alleges that hotel
defendants improperly charged destination marketing fees to hotel guests. On May 29, 2015, and again on
August 13, 2019, the plaintiff amended her complaint to, among other things, (i) add Starwood as a
defendant, (ii) dismiss Marriott International, Inc. as a defendant, and (iii) substitute Luxury Hotels
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International of Canada, ULC as a defendant for Marriott Hotels of Canada, Ltd. The plaintiff seeks, among
other remedies, restitution in the amount of $403 million, general damages, punitive or exemplary damages,
and pre- and post-judgment interest and costs. Marriott and Starwood deny any wrongdoing and intend to
vigorously defend this case.
D. Concluded Actions
1. Rahman et al. v. Marriott International, Inc., No. SA CV 20-00654-DOC-KES. On March

31, 2020, Marriott notified guests of a property system incident involving guest information that may have
been improperly accessed through the use of login credentials of two franchise employees at a franchise
property (“Property System Incident”). The incident involved information for up to approximately
5.2 million guests. On April 3, 2020, plaintiff Arifur Rahman filed a putative class action alleging
negligence and related torts as well as violations of the California Consumer Privacy Act arising out of the
Property System Incident. The plaintiffs seek injunctive relief, as well as damages, attorneys’ fees, costs
in amounts to be proven at trial. On January 13, 2021, the District Court dismissed the complaint with
prejudice. The plaintiffs initially appealed that dismissal to the U.S. Court of Appeals for the Ninth Circuit.
The plaintiffs and Marriott then settled the case and the appeal was dismissed.
2. HPT CY TRS, Inc. and HPT TRS MRP, Inc., v. Marriott International, et al. (Arbitration
No. 01-20-0009-9886). Our affiliates Residence Inn by Marriott, LLC, TownePlace Management, LLC,
Courtyard Management Corporation, Marriott Hotel Services, Inc., Essex House Condominium
Corporation, and SpringHill SMC, LLC (collectively “Managers”), and Marriott International, Inc.
(“Marriott,” collectively with Managers “Marriott Respondents”), are named respondents in an arbitration
filed by HPT CY TRS, Inc. and HPT TRS MRP, Inc. (collectively “Tenants”). The dispute pertains to a
series of agreements covering a portfolio of hotels operated by Managers and owned by Service Properties
Trust (“SVC,” collectively with Tenants “Claimants”), the ultimate parent of Tenants. In the arbitration,
Claimants sought: (1) to retain approximately $19 million in excess profit distributions made from portfolio
property funds and (2) to obtain the return of approximately $40 million in working capital funds provided
by SVC as required under the portfolio agreements for operating expenses of the hotels. The Marriott
Respondents disputed Claimants’ positions and filed counterclaims seeking declaratory relief on Claimants’
claims and that SVC was in breach of the Exit Hotel Agreement for its failure to convert 16 hotels in the
portfolio to Marriott branded franchise hotels (the “Franchise Conversion Hotels”). A five day hearing on
the merits took place in September 2021. Based on the claims as presented by the parties at the hearing, on
January 19, 2022, the arbitration Tribunal issued its decision in which it (i) declined to award Claimants
$19.1 million that Claimants claimed they were entitled to receive, (ii) declined to award Claimants the
return of unused working capital for the Franchise Conversion Hotels and for one managed hotel in the
portfolio; (iii) ordered the Marriott Respondents to pay $1,084,237 out of the termination reserves with
respect to certain severance costs; (iv) held that SVC breached the Exit Hotel Agreement by failing to enter
into franchise agreements for the Franchise Conversion Hotels, but declined to order specific performance
and awarded nominal damages. The Tribunal also determined that the parties were to bear their own
attorneys’ fees and costs.
3. Jamil Rivera v. Marriott International, Inc. and International Hospitality Enterprises, Inc.,
19-cv-01894-GAG (D.P.R.). On September 18, 2019, a putative class action was filed against Marriott and
International Hospitality Enterprises, Inc. in the United States District Court for the District of Puerto Rico
alleging that the Courtyard Isla Verde Beach `Resort in Carolina, Puerto Rico’s practice of charging a resort
fee as a percentage of the room rate unjustly enriches defendants. On December 5, 2019, the plaintiffs filed
an Amended Class Action Complaint adding a claim for fraud in the formation of a contract. The plaintiffs
seek disgorgement, restitution, actual damages, injunctive and declaratory relief, and attorneys’ fees and
costs, in amounts to be proven at trial. Marriott moved to dismiss the Amended Class Action Complaint
on January 20, 2020. Marriott subsequently settled with the plaintiffs on an individual basis.
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4. Robert Puleo v. Marriott International, Inc., International Hospitality Enterprises, Inc., and
Condado Duo, La Concha, SPV, LLC, 19-cv-01893-WGY (D.P.R.). On September 20, 2019, a putative
class action was filed against Marriott, International Hospitality Enterprises, Inc., and Condado Duo, La
Concha, SPV, LLC in the United States District Court for the District of Puerto Rico alleging that the La
Concha Renaissance San Juan Resort in San Juan, Puerto Rico’s practice of charging a resort fee as a
percentage of the room rate unjustly enriches defendants. On December 5, 2019, plaintiffs filed an
Amended Class Action Complaint adding a claim for fraud in the formation of a contract. The plaintiffs
seek disgorgement, restitution, actual damages, injunctive and declaratory relief, and attorneys’ fees and
costs, in amounts to be proven at trial. Marriott moved to dismiss the Amended Class Action Complaint
on January 13, 2020. Marriott subsequently settled with the plaintiffs on an individual basis.
5. Cityfront Hotel Associates Limited Partnership, et al. v. Starwood Hotels & Resorts
Worldwide, Inc., et al., (Supreme Court of the State of New York, County of New York, Case No.
652521/2016). On May 10, 2016, the owners of the Sheraton Grand Chicago hotel and the Westin Times
Square New York hotel filed suit in the Supreme Court of New York against Starwood and Marriott, seeking
to enjoin the merger. Among other claims, the plaintiffs alleged that: (i) Marriott’s acquisition of Starwood
would breach certain territorial restrictions contained within the management agreements for the two hotels;
(ii) Starwood committed various breaches of the management agreements for the hotels (including
anticipatory breaches), and breaches of fiduciary duty; and (iii) Marriott aided and abetted Starwood’s
breaches, and engaged in tortious interference with the hotel owners’ agreements with Starwood. The
plaintiffs also alleged unjust enrichment, and sought damages in an unspecified amount. On May 23, 2016,
the plaintiffs moved for a temporary restraining order to enjoin the merger, which the court denied on May
24, 2016. On June 1, 2016, the court denied the plaintiffs’ motion for a preliminary injunction. On June
13, 2016, the plaintiffs appealed to the New York Appellate Division, First Department, and sought
emergency injunctive relief. On June 27, 2016, the New York Appellate Division denied the plaintiffs’
efforts to enjoin the merger, and the plaintiffs’ subsequent appeal was also dismissed. On June 14, 2017,
the parties entered into a confidential settlement that includes a contingent purchase obligation granting the
owner of the Sheraton Grand Chicago hotel a one-time right, exercisable in 2022, to require us to purchase
the Sheraton Grand Chicago hotel for $300 million, and a guarantee to provide operating support up to a
maximum amount of $65 million. Subsequently, the case was dismissed.
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ITEM 4
BANKRUPTCY
No bankruptcy is required to be disclosed in this disclosure document.
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ITEM 5
INITIAL FEES
1. Application Fees and Related Fees
A. Application Fees
1. New-to-System Westin Hotel. If you are submitting an application for a new-to-

system Westin Hotel, including the conversion of a non-Company Brand Hotel to a Westin Hotel, the
application fee is $100,000 plus $400 per guestroom in excess of 250 guestrooms.
2. Existing Westin Hotel. If you are submitting an application for an existing Westin
Hotel or to convert a hotel that is currently managed by us or one of our affiliates to a franchised Westin
Hotel, the application fee is the greater of $150,000 or $500 per guestroom.
Hotel application fees are generally payable in full at the time you submit your
franchise application. Hotel application fees are non-refundable, except if a franchise agreement is not
executed for one or more hotels, in which case we will return the application fee applicable to each hotel
where a franchise agreement was not executed, less $10,000 for each such hotel, after we confirm outside
counsel fees and expenses. We generally do not refund the application fee under other circumstances.
3. Spa. If your franchise application includes a request to operate a Heavenly Spa,

the additional application fee will be $27,000. Heavenly Spas are not offered independently and may only
be developed in conjunction with a Westin Hotel. Spa application fees are generally payable in full at the
time you submit your franchise application. If we do not approve your application to include a Heavenly
Spa, we will deduct $2,000 plus our costs, and we will refund the balance of your spa application fee. We
generally do not refund application fees under other circumstances.
B. Other Fees That May Apply to Your Transaction
1. Outside Counsel Costs. If you are submitting an application for an existing

Westin Hotel or converting a hotel that is currently managed by us or one of our affiliates to a franchised
Westin Hotel, we will engage outside counsel in connection with the transaction, and you will be required
to pay our outside counsel costs directly to our outside counsel prior to closing. If your hotel project is
approved with a residential, condominium, or multi-family component, we will engage outside counsel in
connection with the transaction, and you will be required to pay our outside counsel costs directly to our
outside counsel prior to closing. These costs are payable and non-refundable, regardless of whether the
transaction closes.
2. Extension Fees. Once you have signed a franchise agreement, if you wish to
request an extension of the construction start deadline or the opening deadline, you must pay us $10,000
when you submit your written request that explains the need for such extension. No extension will be
granted for more than six months. If we approve the extension request, you must execute an amendment
to the franchise agreement that revises the applicable deadline. We may waive this fee or give you a credit
if you meet the revised deadline, but we are not obligated to do so. If we do not approve your request, we
will refund the $10,000 you submitted.
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2. Pre-Opening Fees
Listed below are certain estimated one-time non-refundable fees and reimbursements (excluding
certain travel and related expenses) that you will pay to us on demand to open a Westin Hotel. We may
require you to prepay certain of these expenses. If you are acquiring or converting an existing hotel, your
pre-opening fees and costs will vary depending upon, among other things, the systems in place and
experience of personnel that are retained at the time of acquisition or conversion.
A. Computer Hardware and Software Systems
You must pay to us or to our approved vendors approximately $133,000 to $225,000 for
pre-opening technology planning and installation services associated with the implementation of the
required property management, reservation, yield management, and sales and catering systems. Depending
on the number of guestrooms and interfaces at your hotel, your costs may exceed these estimates. Optional
hardware or additional services may be made available for an additional cost. These estimates do not include
amounts payable to third parties (either directly or paid to us and remitted to third parties on your behalf)
for hardware, software, or installation for the above systems or for other computer systems recommended
or required for your hotel, or amounts payable to us for other recommended computer systems. The costs
for such systems are subject to change. See Item 11 for a detailed description of our required and
recommended computer systems. Depending on the number of guestrooms and interfaces at your hotel,
your costs may exceed these estimates. Optional hardware or additional services may be available at an
additional cost.
We will replace the current approved property management system, reservation system,
and related infrastructure and systems with new systems to be designated by us. The cost to implement
these systems or to replace existing systems at the hotel with these new systems is not yet known. It may
meet or exceed the costs listed above.
If you desire to convert your hotel to a Westin Hotel and an expedited proposed opening
date has been agreed to by us, you may request that Marriott procure certain hardware, software, and other
computer systems on your behalf, and provide training and services before we execute a franchise
agreement. In such event, you will be required to sign a letter agreement substantially in the form attached
as Exhibit P.
B. Pre-Opening Training and Services
The costs for pre-opening training and services provided by us (not including costs
discussed elsewhere in this Item 5 or costs incurred when purchasing an existing Westin Hotel, see Section
3 below) generally range from $115,250 to $182,250, are subject to change, and are non-refundable. This
amount includes: training on the use of the property management system, management and executive
training, pre-opening on-site task force training, the opening authorization process, associate orientation
materials, pre-opening operations and sales and marketing support, and pre-opening revenue
management/reservation system rate loading and consultation, as well as an estimate of the travel, meal,
and lodging expenses for our trainers, which you must pay. We used the average travel, meal, and lodging
expenses for our trainers last year in the range above. The range above excludes, and you must pay for the
cost of, travel, meal, and lodging expenses incurred by you and your designated attendees to complete
training programs that are not conducted on site. The total cost of pre-opening training and services may
vary based on the size and location of your hotel, your experience, and the experience of your associates,
as determined by us.
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Pre-opening training and services costs include the following:
1. A team determined by us will conduct on-site training before the hotel opens. The
amount of training time averages 14 days, but may last up to 21 days, and may include a post-opening hotel
visit. We estimate that these on-site costs generally will range from $70,000 to $120,000 based on the
experience level and prior experience of your associates and the size of your hotel. You must retain a
general manager and sales directors/managers at least nine to twelve months prior to hotel opening to
participate in pre-opening training and to prepare the hotel for opening.
2. We will provide sales, marketing, and operations support at a cost generally

ranging from $36,000 to $48,000 in connection with the hotel opening. This support may include (a) an
in-market or virtual sales and marketing meeting approximately 90 to 120 days prior to opening to assist in
the pre-opening direct sales effort, (b) follow-up webinars to support the pre-opening efforts, (c) opening
operations support, including webinars and an opening certification visit, (d) analysis of sales and
marketing efforts, and (e) post-opening sales and marketing support for a period of up to three months after
the hotel opens (including one on-property or virtual meeting).
3. We will provide pre-opening revenue management/reservation system rate loading

and consulting at a cost generally ranging from $8,000 to $13,000. This amount includes initial rate loading,
revenue management system readiness and activation, conversion of system data as needed, and
consultation. On-site revenue management support and training generally lasts an average of three days
for new build hotels and five days for conversion hotels. You will be charged $925 per day for each day in
excess of the average and you must reimburse us for the travel, meal, and lodging expenses of our support
personnel. The cost of pre-opening revenue management/reservation system rate loading and consultation
varies based on the scope of the services that we provide to you, which depends on the amount of data to
be loaded and number of people needing training, as determined by us.
4. We will provide Brand Immersion training for general managers at a cost of $2,000
per person.
5. We will develop a standard webpage for your hotel on our designated web platform
at no additional cost. You may request an optional enhanced on-platform webpage for the hotel at a cost
of approximately $4,000.
We will provide optional pre-opening marketing and digital support during the period
commencing six months prior to the opening of the hotel and ending three months after the opening of the
hotel at a cost generally ranging from $9,500 to $15,500, depending on the size and location of the hotel
and the hotel’s overall marketing and digital needs. This amount includes website optimization on
Marriott.com, assistance in the design of basic marketing collateral for the hotel, paid media set-up with
budget recommendations, access to our brand voice guidelines, consultation on grand opening events, and
related consultation and support with respect to marketing (including digital marketing), and advertising
the opening of the hotel.
New-to-Marriott franchisee executives must attend Executive Orientation at least

12 months prior to the hotel’s opening date. You must pay our then-current fee for Executive Orientation,
which presently ranges from approximately $795 to $1,095 per person.
If you desire to operate your new-to-system hotel but we determine that you are not
qualified to operate a system hotel without additional training, you must participate in the Franchisee
Introduction to Marriott program (“FITM”). FITM includes executive-level virtual and in-person meetings
and self-paced training on the use of Marriott programs, systems, and services. You must pay our then-
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current FITM enrollment fee, presently $60,000, at least 24 months before the hotel opening deadline set
forth in your franchise agreement. Alternately, if we determine that you are qualified to operate the hotel,
but are unfamiliar with the system, we may require you to participate in the Franchisee OnBoarding for
New Development program (“FOND”), through which we provide executive-level, virtual, self-paced
training on the use of Marriott programs, systems, and services. You must pay our then-current FOND
enrollment fee, presently $20,000, at least 24 months before the hotel opening deadline set forth in your
franchise agreement. Franchisees that participate in FITM or FOND must also undergo one non-
accountable audit and, for a period of two years, participate in the Revenue Management Advisory Services
program, the Customer Engagement Center Property Support Services program, the Digital Marketing
program, and the sales programs we specify, at an additional cost. See Items 6 and 11 for more information
regarding these programs. You may incur additional fees and costs or be required to retain a third-party
management company if you do not complete these programs in the time frame specified by us.
The immersion and orientation training programs, as well as FITM and FOND, will be
provided at the location we designate. See Item 11 for additional details regarding these and other training
and related fees and costs that may apply to your hotel (and residences, if applicable) prior to opening.
3. Fees for Conversions, Transfers, and Relicenses
A. Property Improvement Plan
When converting a hotel (including another Company Brand Hotel) to a Westin Hotel,
transferring an existing Westin Hotel, or converting a hotel that is currently managed by us or one of our
affiliates to a franchised Westin Hotel, as set forth in Item 6, you must pay a property improvement plan
fee of $16,000 for us to review the hotel to determine the renovations necessary to bring the hotel into good
repair and to conform the hotel to Westin’s then-current standards and prepare a property improvement
plan (“PIP”). Payment is due when the review is requested. In addition, you may incur the Design &
Construction Review Services fees described in Item 6. If your franchise application for a conversion hotel
is approved, you will also be required to pay a pre-conversion food and beverage sanitation audit fee of
$2,500. The audit is conducted by a third party we retain, and the fee charged to you for the audit may
change if the fee charged to us by the auditors changes. You must pay us upon receipt of the invoice. PIPs
are effective for a period of 12 months after issuance. If you request revisions or modifications to a PIP
prior to its expiration, you must pay to us a fee of $5,000 to review the proposed revisions or modifications.
You must pay to us a fee of $8,000 to refresh a PIP that is 12 months past its initial issuance date. If a PIP
is 24 months past its initial issuance date, you must pay to us a fee of $16,000 to issue a new PIP. These
fees are non-refundable.
B. Support and Training Services for Purchasing or Converting Existing Company

Brand Hotels
When converting another Company Brand Hotel to a Westin Hotel, purchasing an existing
Westin Hotel, or converting a hotel that is currently managed by us or one of our affiliates to a franchised
Westin Hotel, we will assign a transition manager. In addition, we will assess the hotel and provide training
and services if we deem it necessary or desirable based on the experience level and prior training of you or
your management company. Certain franchisee personnel may be required to attend (i) Executive
Orientation, or other prescribed classes, and (ii) sales and marketing meetings at the hotel to analyze or
assist in sales efforts. You will also be required to train your new managers and staff (or their replacements)
and incur those costs as described in Item 11. We estimate that the costs for on-site classes, training
services, and relicensing assistance (not including reimbursement for Marriott personnel’s travel, meal, and
lodging expenses) generally will range from $5,500 to $15,000 if you are purchasing an existing Westin
Hotel or converting a hotel that is currently managed by us or one of our affiliates into a franchised Westin
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Westin 3301210v4 (03/31/2023)
Hotel. For all other conversions we estimate that the cost of the support and training services will range
from $50,000 to $175,000, depending on the size of the hotel, the length of time the hotel has been closed
(due to renovations or otherwise), your experience and familiarity with the system, and the experience of
the hotel staff.
In addition, if you desire to operate your hotel but we determine that you are not qualified
to operate a system hotel without additional training, you must participate in the FITM program for open
hotels (“FITM-R”), the cost of which is currently $60,000 and must be paid when you execute the franchise
agreement. If we determine that you are qualified to operate the hotel, but are unfamiliar with the system,
we may require you to participate in the Above Property Immersion program (“API”), through which we
provide several executive-level webinars and virtual, self-paced training to familiarize your executive team
with the system. You must pay our then-current API enrollment fee, presently $20,000 for up to
4 participants at one time, when you execute the franchise agreement. Franchisees that participate in
FITM-R or API must undergo one non-accountable audit, at an additional cost. Franchisees that participate
in FITM-R or API may also be required to participate in the Revenue Management Advisory Services
program, the Customer Engagement Center Property Support Services program, the Digital Marketing
program, and the sales programs we specify, at an additional cost. See Items 6 and 11 for more information
regarding these programs. You may incur additional fees and costs or be required to retain a third-party
management company if you do not complete these programs in the time frame specified by us.
The ranges above exclude, and you must pay for the cost of, travel, meal and lodging
expenses incurred by you and your designated attendees to complete training programs that are not
conducted on site, such as orientation and immersion training.
4. Fees for Other Services
A. Design and Construction Review Services
We will make our standard design and construction criteria available to you and conduct
up to three hotel assessments at no cost to you to ensure that your hotel is constructed and designed in
accordance with our standards. If we determine that additional pre-opening hotel assessments are
necessary, you may be required to pay our then-current charge per hotel assessment, presently $1,500. In
addition, if your hotel includes a residential, condominium, or multi-family component, we will conduct up
to two additional pre-opening project assessments, and you must pay our then-current charge per project
assessment, presently $1,500. These amounts are payable on demand and are not refundable.
You may request additional services from Marriott Design & Construction in connection
with the design and construction of your hotel to assure compliance with our standards. Your use of these
services is voluntary. The cost of these services varies depending on the services you request. In some
cases, we may require you to execute a written agreement detailing the full scope of services to be
performed and the related cost. We do not refund these fees.
We will make available to you a list of interior design firms recommended for system
hotels. If you propose an interior design firm that is not on our list of recommended design firms, then we
will require you to pay a $2,500 fee to review your proposed design firm and its prior work experience on
similar projects. We will consider up to two design firms. If we determine that your proposed firm does
not possess similar experience or capabilities as those firms on our recommended list, we may still consent
to your proposed firm, but we will charge an additional fee of $50,000 for the additional time spent by us
during the design and construction or conversion process. We may require you to retain additional
consultants to advise on the design and concept of food and beverage outlets, spas, and fitness amenities.
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Westin 3301210v4 (03/31/2023)
We will conduct one pre-opening hotel assessment at our expense to verify that it complies
with our then-current fire protection and life safety standards. If any additional assessments are required,
you will be charged our then-current fees and charges. See Item 6.
B. Optional Purchasing and Supply Arrangements
As described in Items 1 and 8, you and other franchisees may voluntarily purchase various
products and services under the arrangements negotiated by us and our subsidiaries. Marriott Design &
Construction charges for its procurement services. In 2023, we expect our procurement charges for these
services to be: (i) for furniture, fixtures, and equipment, the greater of $3,500 or approximately 4.5% to 5%
of the cost to us of the products and services provided; and (ii) for hotel opening operating supplies and
equipment, the greater of $10,000 or approximately 4.5% to 5% of the cost to us of the products and services
provided. MIP Americas does not charge for its procurement services. Instead, MIP Americas retains a
portion of rebates received in connection with your purchases to cover the costs of providing such
procurement services. These amounts are not refundable.
C. Other Fees
Depending on the circumstances, certain of the fees discussed in Item 6 under the heading
“Operations” may also apply to your hotel prior to opening. Such fees are noted with a statement in the
“Remarks” column in Item 6.
NOTE:
We may consider exceptions to our standard application fees and other initial fees in certain circumstances.
Factors that we may consider include: (i) market penetration opportunities, (ii) the location, (iii) the size of the hotel,
(iv) the economic and financial environment, (v) the cost to the franchisee to complete the conversion of an existing
hotel, (vi) whether our reducing a portion of the fee would aid in the successful development or conversion of the
hotel, (vii) whether the franchisee is willing to commit to playing an active role in growing the system, and (viii) any
other relevant factors. These factors also may be taken into consideration in determining the amount of the spa
application fee or any fees charged in connection with residential, condominium, or multi-family project.
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Westin 3301210v4 (03/31/2023)
ITEM 6
OTHER FEES
UNLESS OTHERWISE NOTED, ALL PROGRAMS ARE MANDATORY, AND ALL FEES ARE
MANDATORY, NON-REFUNDABLE, UNIFORMLY IMPOSED, PAYABLE ONLY TO US, AND
IMPOSED AND COLLECTED BY US, AND ALL ARE SUBJECT TO CHANGE.
TYPE OF FEE AMOUNT DUE DATE* REMARKS
General
Franchise Fees1,2,3 7% of gross room sales, Payable by the 15th This fee is as set forth in your
plus 3% of gross food and day after the end of franchise agreement. You may
beverage sales each month qualify for a reduction in your
Franchise Fees under the
Development Incentive
Program(s) described in Item 10.
Program Services An amount equal to: Payable by the 15th The Program Services
Contribution4 day after the end of Contribution covers the cost of
3.02% of gross room sales each month certain programs, systems, and
(which includes a services, as described in Note 4
contribution to the below.
Marketing Fund of 1.325%
of gross room sales); plus
$50,000 per year; plus
$510 per guestroom per

year.
Sales & Marketing5
Marriott Bonvoy6 An amount equal to: 4.2% On demand You may be required to offer
of qualifying revenue additional discounts, services,
generated by customers amenities, and loyalty points to
earning loyalty points or certain tiers of loyalty members
miles; plus staying at your hotel at your
expense. The cost to purchase
1% of qualifying event additional loyalty points currently
revenue for select group ranges from $2.75 to $12.50 per
events and catering events, 1,000 loyalty points, depending
up to a maximum charge on the total quantity purchased.
of $300 per group or
catering event.
Revenue Management7 On demand Participation in one of our

designated revenue management
 Revenue $2,900 to $8,000 per programs is generally optional,
Management month, plus a one-time but may be required in certain
Advisory Services set-up fee that ranges from circumstances, including if:
$3,500 to $5,000 (i) you do not have a revenue
manager who has successfully
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Westin 3301210v4 (03/31/2023)
 Cluster Revenue Varies completed our designated

Management certification programs; (ii) you or
your management company is
new to Marriott (experience
operating hotels under
agreements signed with Starwood
prior to the merger does not
apply); or (iii) we require your
participation in FITM, FITM-R,
FOND, or API. If applicable, we
generally require at least two
years of participation in our
revenue management programs.
Add-on services are available at
an additional cost.
Area Sales and Multi- Varies On demand Participation in these programs is

Hotel Sales8 optional. You must execute a
service agreement to participate
in these programs.
Account Sales 6% of gross group room On demand Account Sales generates these
 Group Lead revenue (reduced to 3% of business opportunities.
gross group room revenue Acceptance of the lead is
if an intermediary is voluntary. You only pay if you
involved in generating the accept the lead and the group
lead). For purposes of books at your hotel. We may
calculating this fee, gross refund Account Sales fees in
group room revenue is limited circumstances, subject to
90% of the total room the terms of our then-current
revenue stated in the refund policy.
group’s contract or letter of
intent with the hotel.
This fee will not exceed

$12,000 per booking (or
$30,000 per booking if the
hotel is a convention/resort
hotel).
MI LEADs9 6% of gross group room On demand Acceptance of the lead is

revenue and gross catering voluntary. You only pay if you
revenue. This charge will accept the lead and the group
not exceed $30,000 per stays or holds a catered event at
booking. your hotel.
Business Transient (BT) $123.00 to $291.40 per On demand Payable if your hotel does not
Booking10 month, depending on the participate in the Area Sales and
number of guestroom Multi-Hotel Sales programs.
nights that are centrally
reserved for your hotel
through the Account Sales
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Westin 3301210v4 (03/31/2023)
organizations during the

immediately preceding
calendar year
Customer Engagement The cost of this program is On demand This program allows hotels to
Center (“CEC”) Property allocated among transfer customer telephone calls
Support Services (“PSS”) participating hotels. In and other communications to our
2023, the fee is estimated CECs for processing. If you
to be as follows (subject to participate in CEC PSS, you must
periodic true-ups as set comply with our then-current call
forth in your CEC PSS forwarding guidelines. You will
Agreement): $9.55 to be charged these amounts for all
$10.05 per guestroom reservations processed by our
reserved for non-resort CECs that were forwarded by the
hotels; plus hotel. CEC PSS rates are
adjusted periodically and may be
$10.60 to $11.15 per computed on a per call basis or
guestroom reserved for other basis in the future.
resort hotels ($14.40 to
$15.10 per guestroom Participation in this program is
reserved for resort hotels generally optional, but may be
requesting enhanced required in certain circumstances,
services from a specialized including if you or your
resort team, as provided in management company is new to
your CEC PSS Marriott.
Agreement); plus
To participate, you must execute
$34.85 to $41.00 per hour a CEC PSS Agreement (see
for other PSS. Exhibit L).
National Group Sales and Acceptance of the lead is

Marriott.com Lead Team voluntary. You only pay if you
Sales accept the lead and the business
opportunity books at your hotel.
These fees may be refunded or
adjusted for certain cancellations
or modifications within
designated periods.
 Group Lead $2.60 per room night On demand This fee applies to business
booked opportunities for groups of 10 or
more rooms, including single-
night and extended-stay business
opportunities.
 Catering Lead $135.00 per catering On demand
opportunity booked
 Extended-Stay Lead $2.60 per room night On demand

booked
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Westin 3301210v4 (03/31/2023)
Group Demand $1.00 per group room On demand This charge applies to each
Generation night booked reservation made utilizing a
group intermediary, including
reservations made through
National Group Sales and the
Global Sales Organization, and is
in addition to the other fees
described in this Item
6. Acceptance of the lead is
voluntary. You only pay if you
accept the lead and the group
books at your hotel.
General Sales Agents $2.50 per room night On demand This is a voluntary program and
 Group Lead booked you only pay if you accept the
lead and the business opportunity
books at your hotel.
This fee applies to business

opportunities made by General
Sales Agents for groups of 10 or
more rooms in a single night.
This fee may be refunded or

adjusted for certain cancellations
or modifications within
designated periods.
Cooperative Advertising Varies On demand You must participate in the

and Marketing cooperative advertising programs
Initiatives11 and marketing initiatives
designated by us.
Gift Cards12 Varies On demand
Intermediary Payments Varies On demand This program facilitates the

and Centralized Travel payment of commissions to
Agent Commission intermediaries, such as travel
(“CTAC”)13 agencies, travel management
companies, online travel
agencies, and group
intermediaries. We may offer
optional programs at an
additional cost. You may be
required to “opt out” of certain
optional programs if you do not
wish to participate.
QuickGroup Online 2% of gross group room On demand Participation in QuickGroup with

Booking14 revenue and function space Sleeping Rooms is mandatory.
revenue booked using Participation in QuickGroup with
QuickGroup (including Event Space is presently optional.
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Westin 3301210v4 (03/31/2023)
revenue from select

associated services, where
applicable). No
adjustments are made for
changes after the initial
booking.
Marriott Digital Varies depending on the On demand Marriott Digital Services offers a
Services15 product or service selected variety of marketing, digital, and
ecommerce products and services
to Company Brand Hotels. You
must pay our then-current fees for
the products and services that you
select.
Participation in this program is

generally optional, but may be
required in certain circumstances,
including if you or your
management company is new to
Marriott.
Enhanced On-Platform $75 per month On demand We will develop and maintain a
Website Maintenance standard (core) webpage for your
hotel on our designated web
platform at no cost to you. You
will incur this charge if you
request an optional enhanced
(narrative) on-platform webpage
for your hotel.
Transaction-Based 8% of applicable gross On demand

Media16 room revenues, not to
exceed $200 per stay
Luminous $995 Annually This optional, invitation-only

program markets the hotel to
participating luxury travel sellers
and guests. You may be required
to offer discounted stays and
complementary services and
amenities to Luminous members
that stay at your hotel. Add-on
services to this optional program
may be available at an additional
cost.
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Westin 3301210v4 (03/31/2023)
Technology5
LightSpeed Upgrades/ $15,000 to $25,000, On demand If additional training or database

Training depending on the size of management is needed in
your hotel and its connection with an upgrade, you
technology requirements are responsible for the travel,
meal, and lodging expenses of the
training personnel.
Point-of-Sale (“POS”) $17 to $30 per month per On demand You must use the POS system
System POS workstation for that we designate. These
software, technical amounts include the cost of
support, and “patching” “patching services,” through
services which required security upgrades
and system-optimizing upgrades
are installed on the POS system.
Optional add-on functions may be
available at an additional cost.
EMPOWER: Guest $550 per year per On demand These payments are made to us
Experiences Reservations reservations agent at the and remitted to the vendor on
Add-On License hotel your behalf. Add on services are
available at an additional cost.
Email17 Varies On demand
Continent Field Support $7.34 to $9.50 per device On demand Continent field support is a
per month centralized support service for
certain required electronic
systems. The Program Services
Contribution covers the cost of
this support service for up to 12
devices.
Information Security $39 per device per year On demand You must purchase endpoint
Managed Detection and detection response software
Response Services18 (“EDR”) and use a managed
detection and response service
(“MDR”) to monitor endpoints
for suspicious activity. The EDR
and MDR must comply with our
standards. If you use our
approved vendor, the Program
Services Contribution will cover
the cost of EDR and MDR for up
to 12 devices. If you choose to
use an alternate vendor, you must
provide us with periodic
certifications that you have
obtained compliant EDR and
MDR for every device at your
hotel that accesses guest data.
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Westin 3301210v4 (03/31/2023)
Unauthorized Electronic $100 per day an On demand You are prohibited from using
Identifier unauthorized email our trademarks or any
address, domain name, confusingly similar trademarks in
mobile application name, any email address (except as we
website, or other electronic authorize), domain name, mobile
identifier is in use application name, website, or any
other electronic identifier.
Credit Card Processing $0.047 per settlement On demand This amount includes the cost of
transaction for credit card authorization, settlement, and
processing tokenization for each credit card
transaction.
PC Security and $13.81 to $25.00 per PC On demand These charges are for the support
Management per month and maintenance of computers
and servers that are on the
$20.65 to $71.50 per Apple Marriott network or that access
computer per month certain Marriott applications, and
a limited amount of security
$24.35 to $62.50 per server support. Optional add-on
per month services, such as virtual desktop
infrastructure, may be available at
an additional cost.
Mobile Device and $9 to $10 per device per On demand This program allows authorized
Application Management month users to access Marriott email
and Mobile Application accounts and certain other
Access Marriott applications on mobile
devices.
Lock System Software $8 to $11 per guestroom On demand Lock system software allows
per year for software and guests to unlock guestroom doors
support using our mobile application. We
will remit the entire fee on your
behalf to the lock system software
vendor. Presently, lock system
software must reside on a
dedicated server that meets the
needs of the property, as specified
by the lock vendor.
Digital Self-Service $600 per device per year On demand This optional device allows
Kiosk guests to check-in digitally at the
hotel without queuing at the front
desk.
Interactive Voice $150 to $1,000 per year On demand This optional program allows
Response housekeeping associates to report
guestroom defects to hotel
engineers through guestroom
telephones.
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Westin 3301210v4 (03/31/2023)
Marriott Environmental $305 per year, plus an On demand MESH software tracks the hotel’s
Sustainability Hub implementation fee of $59 utility consumption and spend.
(“MESH”)
Operations5
Audit Program The annual cost to On demand The Audit Program evaluates the
participate in the Audit hotel’s compliance with brand
Program is covered by the standards. The Program Services
Program Services Contribution covers the annual
Contribution. cost to participate in the Audit
Program. It does not cover the
cost of re-audits, replacement
audits, and non-accountable
audits, the cost of which will
range from $1,350 to $4,500 per
audit. A re-audit is an
unannounced audit conducted at
hotels that: (i) have a Red Zone
classification; or (ii) have caused
us to reschedule a previously
scheduled audit, including due to
no-shows, cancellations, and
audit refusals.
Audits may be conducted, in

whole or in part, at the hotel or
virtually. If we conduct any
portion of an audit or re-audit at
the hotel, you must also provide
the inspector(s) with
complimentary lodging at the
hotel, meals, incidentals, and
other services required as part of
the audit, plus costs that we incur
in connection with any audits that
are cancelled by you. We may
change the frequency of audits.
Red Zone $25 to $100 per guestroom On demand Your hotel will be placed in a
if your hotel falls into Red quality assurance “performance
Zone 2 or higher in any zone” each quality assurance
quality assurance tracking tracking period. If your hotel
period (up to a maximum falls into Red Zone 2 or higher in
charge of $50,000 each any quality assurance tracking
six-month quality period, you must participate in
assurance tracking period), the additional sales and marketing
plus $2,500 for each in programs and complete the
person or virtual meeting supplemental training and action
that we may require. steps that we prescribe, at your
expense. You must also allow us
to conduct on-site visits, at your
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Westin 3301210v4 (03/31/2023)
Prior to July 2024, the Red expense. The cost of additional

Zone charge will be $2,750 sales and marketing programs and
if your hotel falls into Red supplemental training is described
Zone 2 or higher in any in Items 6 and 11.
quality assurance tracking
period, plus $2,750 for
each in-person or virtual
meeting that we may
require if your hotel falls
into Red Zone 3 or higher.
Audit Program/ Our then-current fee, On demand If the hotel, or any other hotel
GSS Improvement presently $20,000 for up to operated by you, your affiliates,
Program 10 participants, plus or your management company, is
$10,000 for up to an placed in Red Zone in any quality
additional 10 participants assurance tracking period, we
may require you to participate in
this program.
Data Manipulation Up to $5,000 per quarter On demand This charge will apply if you
Charge manipulate associate rate
availability or guest satisfaction
survey data in any way.
Food Safety $1,350 to $1,500 per re- On demand This fee is charged under the
Re-Assessment assessment quality assurance program for
each re-assessment of the hotel
triggered by a failed food safety
audit or by failure to self-report
the resolution of non-compliant
food safety items. A hotel will
undergo an unannounced re-
assessment within 30 to 90 days
after the last failed assessment
until it receives a passing score.
Fire Protection and Life $280 to $700 per re- On demand This fee is charged under the
Safety Re-Assessment assessment quality assurance program for
(Audit Program-related) each re-assessment of the hotel
triggered by failure to self-report
the resolution of non-compliant
fire/life safety items during an
audit or a re-assessment. A hotel
will undergo an unannounced
re-assessment within 30 to 90
days after the last failed
assessment until it self-reports
that the non-compliant items have
been corrected within the
required time frame.
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Westin 3301210v4 (03/31/2023)
Property Improvement $16,000 At time of request This fee is charged if we issue a

Plan (“PIP”) PIP for any reason, including: if
you are converting an existing
hotel (including another
Company Brand Hotel) to a
Westin Hotel; if you are
transferring a Westin Hotel; or if
you are converting a hotel that is
currently managed by us or one
of our affiliates to a franchised
Westin Hotel. See Item 5.
PIP Revision or $5,000 per revision or On demand This fee is charged if you request
Modification modification revisions or modifications to a
PIP prior to its expiration.
Expired PIP Refresh $8,000 to refresh a PIP that On demand PIPs are effective for a period of
is 12 months past its 12 months after issuance.
issuance date; $16,000 to
re-issue a PIP that is 24
months past its initial
issuance date.
Design & Construction $20,000 On demand This fee is payable in connection

Review Services with our review of your work to
complete: a PIP if you are
acquiring a Westin Hotel; a PIP if
you are converting a hotel that is
currently managed by us or one
of our affiliates to a franchised
Westin Hotel; or a periodic
renovation of the hotel as
required by the standards.
Interior Design Firm $2,500 per screen of On demand If, in connection with any PIP or
Screening and interior design firm, plus renovation, you propose an
Coordination $30,000 to $50,000 if you interior design firm that is not on
retain a non-recommended our list of recommended interior
interior design firm design firms, you must pay to us
$2,500 for an initial interior
design firm screen. If we do not
recommend your proposed firm,
you may propose another firm
and pay to us another $2,500 fee
for a second screen. If you retain
an interior design firm that is not
recommended by us, you must
pay to us: (i) in connection with a
soft goods renovation or PIP,
$30,000; or (ii) in connection
with a case goods renovation or
PIP, $50,000.
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Westin 3301210v4 (03/31/2023)
PIP and Renovation Non- $16,000 per re-evaluation On demand If your hotel is subject to a PIP or
Compliance periodic renovation, we will
conduct an evaluation to confirm
that the PIP or periodic
renovation was timely completed
to our satisfaction. If the PIP or
renovation is not completed to
our satisfaction, we will charge
this fee for each additional re-
evaluation of the project that we
perform until the PIP or
renovation is completed to our
satisfaction. You must also
provide complimentary lodging at
the hotel for the inspector
verifying completion of a PIP or
renovation.
Renovation $10,000 per re-assessment On demand Your hotel will receive

Non-Compliance communications about the scope
Re-Assessment of required periodic renovations,
and their due dates. Your hotel
will be assessed after the required
renovation completion date to
verify satisfactory completion of
the renovation. If a periodic
renovation is not completed to
our satisfaction, we will charge
this fee for each non-compliance
re-assessment we perform until
the renovation work is completed
to our satisfaction. You must
also provide complimentary
lodging at the hotel for the
inspector performing any re-
assessment.
Advisory Services Varies On demand We will send qualified personnel

to your hotel to assist you as we
deem necessary or as agreed to by
you and us. In addition, you must
reimburse us for the travel, meal,
lodging, and payroll expenses that
we incur in providing advisory
services.
Comfort Letter or $2,500 On demand We will waive this fee if you pay
Estoppel Processing Fee our outside counsel costs in
connection with processing these
requests.
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Westin 3301210v4 (03/31/2023)
Prospectus Review Varies On demand You may be required to pay our

outside counsel costs in
connection with the review of
offering documentation for the
sale or transfer of any ownership
interest in you or your hotel.
Additional Varies On demand If you request additional

Design/Construction design/construction services, we
Review Services will provide such services as
agreed to by you and us.
Fire Protection and Life $500 to $19,500, based on On demand We may review plans, provide
Safety Plan Review, the services rendered, the inspection, testing and
Inspection and Testing, time needed for the testing consultation services, and
and Compliance Audits and inspection, the size of conduct audits to ensure that any
your hotel, and the change affecting the hotel’s fire
complexity of its design. protection and life-safety systems
and features complies with our
then-current standards.
You must reimburse us for our

travel, meal, and lodging
expenses.
Post-Opening $910 per day per inspector On demand This fee is payable if we must
Authorization to Open make additional inspections of
(“ATO”) Work your hotel after it opens to ensure
Inspection you completed any additional
work required in connection with
the ATO. In addition, you will be
required to pay the travel, meal,
and lodging expenses of the
inspector(s).
Expansion $400 per guestroom With request for You may not expand your hotel
approval or add additional guestrooms
without our approval. This fee,
less a processing charge, is
refundable only if the application
is not approved.
Expansion Opening $3,500 On demand This fee covers the

Authorization costs associated with
the expansion/additional
guestrooms opening authorization
process.
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Post-Approval Owner $300 per entity/$100 per On demand This fee will be charged to cover
Background Check person. third-party costs we incur for
background checks performed
If additional enhanced due after approval of your application
diligence is required, the due to proposed ownership
cost ranges from changes. This may apply to your
approximately $400 to hotel prior to its opening.
$5,600 per background
check, depending on the
country involved and
whether an entity or person
is being checked.
Expedited turnaround is
available at an additional
cost.
Operator Screen $7,500 On demand This fee is to defray our costs

associated with our screen of a
proposed operator, if we
determine that a screen is
necessary as part of the consent
process, as well as to cover
third-party costs we incur for
background checks. This may
apply to your hotel prior to its
opening.
Management Company $5,500 On demand This fee covers the cost of

Transition Services support and training in
connection with management
company transitions. In addition,
you must pay our outside counsel
costs to document a management
company transition, regardless of
whether the transaction closes.
Temporary Closure and $0 to $25,000, depending On demand You must obtain our written
Re-Opening Support on the size and location of consent in connection with any
Services19 the hotel, the length of temporary closure and re-opening
time the hotel is closed, of your hotel and comply with
and the level of support our standards relating to the
provided same. This fee covers the cost of
closing support, re-opening
operations and sales support, and
training that we will provide to
you in connection with the
required or authorized closure
and subsequent re-opening of
your hotel. A self-service
temporary closure and re-opening
support program may be available
at no cost to you. You must
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reimburse us for the travel, meal,

and lodging expenses that we
incur to provide this service.
Destination and Resort Application fee of $1,500 On demand You may not charge guests
Fees plus $550 per year if your destination or resort fees without
application to charge our prior approval. To charge
destination or resort fees is such fees, you must be fully
approved compliant with the franchise
agreement and your hotel must
meet our then-current
qualification criteria (including
exceeding the brand’s average
intent to recommend score and
such other qualification criteria as
we may establish). If we approve
your application, you must offer
guests complimentary services
and amenities with a retail value
that is at least four times greater
than the destination or resort fee
charged. You may be prohibited
from charging destination and
resort fees to certain tiers of
loyalty program rewards
members that stay at your hotel.
Our standards relating to
destination and resort fees are
subject to change. We may also
discontinue the destination and
resort fee program or withdraw
our approval of the destination
and resort fees charged by your
hotel at any time.
Learning & Development $17.40 to $19.20 per On demand We have implemented a Learning
Bundle guestroom per year & Development Bundle that
covers the cost of certain required
ongoing training programs. See
Item 11. Pre-opening and
opening training programs and
costs are described in Items 5 and
7.
Conferences Varies On demand See Item 11.
Transfer20 The greater of $150,000 or Upon submission of This fee is refundable, less
$500 per guestroom application $10,000, if we do not approve the
application. This may apply to
your hotel prior to its opening.
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Liquidated Damages21 Varies, based on a formula On demand Payable if termination of the

franchise agreement was due to
your default. This may apply to
your hotel prior to its opening.
Indemnification Varies On demand You must defend and hold us

harmless against all claims and
reimburse us for all damages and
attorneys’ fees resulting from the
development, construction, and
operation of your hotel, or
resulting from the misuse of our
marks or violation of any
applicable law.
Removal of Hotel from $32,000 On demand This fee is charged to a hotel

System leaving the system to defray our
costs associated with de-flagging
the hotel.
Construction/Conversion $10,000 With request for This fee is refundable if the

Extension extension extension is not granted. This
may apply to your hotel prior to
its opening.
Other Company Brand Varies On demand When you convert to a Westin

Conversion Authorization Hotel from another Company
Brand Hotel you will be charged
the pre-opening fees described in
Item 5 as if you were opening a
new hotel, except, if the hotel
already has the required systems
in place, you will not be charged
to reinstall such systems. These
fees are in addition to the PIP Fee
referenced above. These fees
cover the costs of training your
staff and providing services to
you in connection with the
conversion and re-opening of the
hotel as a Westin Hotel.
Global Recipe Database $1.00 per guestroom per On demand This program is optional. If you
Support year (not to exceed $800 participate, you must purchase a
per year) license for the Global Recipe
Database directly from our
designated vendor.
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Best Rate Guarantee Non- $50 to $500 per violation On demand The Best Rate Guarantee
Compliance (based on the number of Non-Compliance charge is
violations each month) subject to change. In addition to
paying the charge, you must
reimburse us for all costs we
incur in connection with your
non-compliance. See Item 16.
Customer Issue $55 per customer On demand These charges apply if you fail to
Resolution complaint or other respond to a complaint within the
customer service issue time frame specified by our
handled by us, and standards (currently 72 hours)
reimbursement of all costs and our CEC responds to the
incurred by us to resolve a matter, or if a complaint or other
matter (including customer service issue is
compensation paid by us to otherwise referred to us for
a guest) resolution.
Miscellaneous5
Accounting Audit The amount of the On demand If an audit reveals an

underpayment plus interest underpayment of 5% or more, or
if an audit reveals an if an audit reveals that accounting
underpayment procedures are insufficient to
accurately determine payments
due, then you must reimburse us
for all costs in connection with
the audit.
Interest on Overdue Lesser of 18% per year or On demand Interest accrues from the due date
Amounts maximum interest rate until the overdue amount is paid.
permitted by law
Costs and Attorneys’ Fees Varies On demand Payable to us if you do not

comply with the franchise
agreement or related agreements.
mCredit Customer Credit $12 per report On demand mCredit is an optional credit
Reference Reports reference tool that provides
payment history on corporate
customers who have been
direct-billed for meetings and
events.
American Hotel and $4.50 per guestroom per On demand This is an optional membership in
Lodging Association year AH&LA, which provides
(AH&LA)22 advocacy, industry
communications, and professional
education.
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Franchisee Associate Job $135 per Marriott.com job On demand This is an optional service.
Postings posting, or $145 per
CareerBuilder.com job
posting
GM Awards $300 to $1,500 per hotel On demand This charge is for the annual
per year global general managers awards.
It is charged to all hotels open for
the full year for which the awards
are given.
Franchise Operations Varies; approximately On demand This is an optional service. Upon

Support Resources $400 to $1,500 per day per your request we will provide to
employee, depending on your hotel, on a temporary basis,
the experience and area of operations personnel who are part
expertise of the employee of a “task force” to assist with
vacancies or short-term staffing
needs. You must execute a
service agreement to use this
service (see Exhibit L).
Residential, Condominium, or Multi-Family Component Fees23

(Applicable only if you operate a residential, condominium, or multi-family component in conjunction with your
Westin Hotel)
Residential Marketing For a Residential or Payable in full upon

License Fee Condominium Component: closing the sale of
4% of the total gross sales the unit
price for each unit
For a Multi-Family
Component:
3% to 4% of gross monthly
rentals
Trademark License Fee $1,000 per unit per year On demand This fee does not apply to a
multi-family component.
EMPOWER Guest $980 per year On demand GxP support payments are made
Experiences (“GxP”) – to us and remitted to the vendor
Support on your behalf.
Residential Brand Approximately $250 to On demand You must participate in our

Standard Audit and Re- $1,500 per audit and re- residential quality assurance
audit audit program, which assesses
compliance with the standards. If
you fail an audit, we may conduct
a re-audit.
You must provide the inspector(s)

with complimentary lodging at
the hotel, meals, incidentals and
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other services as part of any audit

or re-audit, plus any costs that we
incur in connection with audits
that are cancelled by you.
Owner Engagement $35 per unit On demand You must participate in our
Survey annual residential customer
satisfaction feedback process.
Annual Residential $1,500 per visit On demand This fee will apply in connection
Project Assessment with each annual project
assessment by one of our regional
residential team members.
Residential Renovation $3,000 to $7,500 On demand This fee will apply in connection
Review with any renovation of all or a
portion of the common areas. The
cost will vary depending on the
scope of the project.
Document Review Varies On demand You will be required to pay our

outside counsel costs in
connection with the review of
documentation relating to the
residential, condominium, or
multi-family component at your
hotel.
Trademark Non- $10,000 for the 1st default, On demand This fee applies if you fail to
Compliance $20,000 for the 2nd default, comply with our standards
$30,000 for the 3rd default, relating to the use of our
and subsequent defaults trademarks under any residential
resulting from your misuse trademark license agreement or
of our trademarks residential marketing license
agreement, and these charges are
in addition to any other rights or
remedies that we may have under
these agreements or applicable
law.
Residential Operations Regional Meeting On demand On alternating years, Regional

Regional and Global $1,500 registration fee plus Meetings and Global Leadership
Leadership Conference all travel related expenses conferences are held to educate
and inform property leaders on
Global Conference new brand standards, company
$3,400 registration fee plus initiatives, and residential specific
all travel related expenses management tools, techniques,
and resources. Properties are
required to send at least one
individual to attend these training
meetings.
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These meetings and conferences

may not apply to properties with
a multi-family component.
Training Varies On demand See Item 11.
Spa Fees24
(Applicable only if you operate a Heavenly Spa in conjunction with your Westin Hotel)
Spa Franchise Fee 3% of gross spa revenue Monthly, by the

10th day of each
following month.
No invoice required.
Spa Training Estimated at up to $2,000 Upon invoice or

per year registration
Book-4-Time Software $6,500 to $10,000 Annually Book-4-Time is a spa scheduling

License annually, depending on spa and management system that is
size and requirements mandatory for all Heavenly Spas.
Book-4-Time interfaces with your
hotel’s property management
system to allow a seamless flow
of guest information.
NOTES:
* We will require franchisees to submit payments due to us, our affiliates, and certain approved vendors such
as travel intermediaries via ACH (Automated Clearing House) bank transfer or other methods of electronic
funds transfer. You must designate an account from which funds will be collected, sign any documents
necessary to implement these methods of payment, and ensure that there are adequate funds in the designated
bank account to timely pay the amounts owed. A copy of our current Electronic Funds Transfer
Authorization Form is attached at Exhibit H. We may also establish a centralized payment processing
program through which we will collect payments directly from customers of your hotel and remit the
payments to you net of amounts owed to us (including the fees described in this Item 6). There may be
payment processing fees, remittance fees, and other costs associated with these methods of payment.
General:
1
“Gross room sales” means all revenues and receipts of every kind that accrue from the rental of guestrooms
(with no reduction for charge backs, credit card service charges, or uncollectible amounts). Gross room sales
includes: (i) no-show revenue, early departure fees, late check-out fees, fees for changes to reservations, and
other revenues allocable to rooms revenue under the Uniform System of Accounting for the Lodging
Industry, Eleventh Revised Edition, 2014, as published by the Hospitality Financial and Technology
Professionals, or any later edition, revision, or replacement that we designate (the “Uniform System”);
(ii) resort fees, destination fees, and mandatory surcharges for facilities (although inclusion of such fees or
surcharges does not constitute approval by us of such fees and surcharges, which may be limited or
prohibited); (iii) fees for changes to reservations and attrition or cancellation fees collected from unfulfilled
reservations for guestrooms; (iv) the amount of all lost sales due to the non-availability of guestrooms in
connection with a casualty event, whether or not you receive business interruption insurance proceeds; and
(v) any awards, judgments, or settlements representing payment for loss of room sales. Gross room sales
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excludes sales tax, value added tax, or similar taxes on such revenues and receipts. You must account for
gross room sales on an accrual basis.
“Gross food and beverage sales” means all revenues and receipts of every kind that accrue from the sale of
food and beverages associated with the hotel, whether inside or outside the hotel (with no reduction for charge
backs, credit card service charges, or uncollectible amounts). Gross food and beverage sales includes:
(i) revenues from restaurants, bars, lounges, snack shops, and other food outlets (including within any health
club, spa or golf course), room service, honor bar, or other food and beverage services provided in
guestrooms, banquets, meetings, conventions or other catered events; (ii) revenues and commissions derived
from supplying audio/visual equipment and services (whether the equipment is owned or rented by you),
rentals of public meeting rooms, cover charges, service charges and other sales or rentals of services,
products, and equipment allocable to food and beverage revenues under the Uniform System, and supplying
equipment and services (whether the equipment is owned or rented by you) for connecting public meeting
rooms to the Internet; (iii) attrition or cancellation fees collected from unfulfilled reservations for food,
beverage, and other services; (iv) the amount of all lost sales due to the non-availability of food, beverage,
and other services in connection with a casualty event, whether or not you receive business interruption
insurance proceeds; and (v) any awards, judgments or settlements representing payment for loss of food and
beverage sales. If you operate a condominium in conjunction with your Westin Hotel, all food and beverage
sales related to the condominium, whether or not included in a rental program, will be included for purposes
of all Franchise Fees. Gross food and beverage sales excludes sales tax, value added tax, or similar taxes on
such food, beverage and other services. You must account for gross food and beverage sales on an accrual
basis.
2
If you are converting a hotel, either one that you currently own or one you are acquiring from a third party,
to a Westin Hotel franchise and that hotel is currently managed by us or one of our affiliates, then we may
require payment of additional fees in connection with such conversion based on amounts that otherwise
would have been payable to us or one of our affiliates under the management agreement that is being
terminated, including any incentive management fees or termination fees. In addition to these fees, you may
be required to assume ancillary agreements related to the hotel.
3
In certain circumstances, we may consider reducing our monthly franchise fees to less than the standard
amount, with the reduction typically decreasing over time and applying only in the first few years. If the
monthly franchise fees are less than the standard amount, we may also adjust the term of your franchise
agreement. In deciding whether to make such changes, we will consider, among other factors: (i) market
penetration opportunities; (ii) the location and size of the hotel; (iii) the economic and financial environment;
(iv) the cost to the franchisee to complete the conversion of an existing hotel; (v) whether our reducing a
portion of the fees would aid in the successful development or conversion of the hotel; (vi) whether the
franchisee is willing to commit to playing an active role in growing the system; and (vii) other relevant factors
pertinent to the project and the system. .
4
We have established a program services contribution to cover the cost of certain programs, systems, and
services (“Program Services Contribution”), including: (a) advertising, consumer and brand marketing,
promotion programs and related research that are funded through the Marketing Fund described in Item 11,
and certain sales activities; (b) a reservation system; (c) the ongoing cost of certain electronic systems,
including rooms and event space inventory and yield management systems, our support of a property
management system, our support of a point-of-sale system, our support of a guest feedback tracking and
management system, digital guest services, an electronic customer folio delivery system, a virtual private
network, provision of a limited number of hotel-based Marriott.com email addresses, an intranet website
supplying information such as standards and quality assurance information, our support of encrypted payment
processing, a meeting services application, and a web-based tool that generates discount forms and cards for
associates; (d) a guest satisfaction survey system, an event planner satisfaction survey system, and an annual
audit under the Audit Program (but not any re-audits or other audits); and (e) a centralized travel agent
commission processing program.
Except as designated by us, the Program Services Contribution does not cover costs, expenses or fees for any
other programs, systems, or services, including without limitation: (i) the purchase or installation of, or
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Westin 3301210v4 (03/31/2023)
training for, systems for your hotel (including new or replacement systems); (ii) revenue management
services, (iii) technology and systems security; (iv) hotel employee training; or (v) residential licensing.
Costs paid by the Program Services Contribution include our costs of development, maintenance and support,
management, oversight, administration, salaries, and overhead (including collection and accounting). If we
provide capital for a project to change or develop new systems covered by the Program Services Contribution,
we may recover the capital invested as well as costs incurred by us to finance such invested capital. We may
spend all of the contributions in the year collected or carry forward excess contributions into future years. If
expenditures exceed amounts collected, we may make loans to cover the shortfalls (and may treat each loan
(and any interest charged thereon) as a receivable to be repaid in subsequent periods). The Program Services
Contribution may be combined with the program services contributions for one or more other Company
Brands, and all franchisees may not benefit on the same basis from Program Services Contributions. The
Program Services Contribution may be merged, modified, or discontinued at any time. We may change the
Program Services Contribution amount or the costs covered by the Program Services Contribution at any
time. We are not the trustee of, and have no fiduciary duty to you for, the Program Services Contribution.
If your hotel (a) has more than 600 guestrooms and greater than 40,000 square feet of meeting space and is
designated as a convention hotel in our Convention & Resort Network (Americas) (“CRN”), or (b) has more
than 350 guestrooms and greater than 20,000 square feet of meeting space and is designated as a resort hotel
in our CRN, your Program Services Contribution will be an amount equal to: (i) 2.82% of gross room sales
(which includes a contribution to the Marketing Fund of 1.325% of gross room sales); plus (ii) $45,000 per
year; plus (iii) $480 per guestroom per year.
5
We may change our systems, such as our reservation, yield management, sales, marketing and technology
systems, and add or subtract training and other programs at any time. You must fully participate in these
changed or new systems or programs. You must pay the charges and fees for these changed or new systems
or programs, which may include one-time implementation charges, and license fees and ongoing maintenance
and support charges payable to third party vendors. These costs may not be covered by the Program Services
Contribution. If we provide capital for a project to change or develop new systems related to the operation
of the hotel, we will be entitled to recover the capital invested as well as costs incurred by us to finance such
invested capital.
Sales & Marketing:
6
Marriott Bonvoy is our travel loyalty program and marketplace through which members have access to our
diverse brand portfolio, benefits, and travel experiences. Members can earn points for stays at our hotels and
other lodging offerings, such as Homes & Villas by Marriott Bonvoy, as well as through purchases with co-
branded credit cards and our travel partners. Members can redeem their points for stays at most of our
properties, airline tickets, airline frequent flyer program miles, rental cars, products from Marriott Bonvoy
Boutiques, and a variety of other awards, including experiences from Marriott Bonvoy Moments. Guests
who redeem loyalty points at your hotel trigger a limited reimbursement to you from the loyalty program.
We may derive revenue as a result of Bonvoy’s partnerships with other companies. You must honor all
program rules and policies at your expense, including policies relating to member benefits (such as welcome
gifts, complementary room nights, and other services), mandatory marketing programs, and promotional
initiatives. We reserve the right to change the program, the costs, the redemption reimbursement amounts,
and the calculation factors at any time.
You are required to participate in any other guest loyalty program or special marketing program we create
for Company Brand Hotels (or any subset thereof applicable to your hotel system) and honor all program
rules and policies.
7
Revenue Management Advisory Services and Cluster Revenue Management provide analysis and advice
concerning pricing and market position of the hotel. Under both programs, you determine the price or rate
charged by the hotel for guestrooms, meeting space, and other services. Any recommendations or
suggestions made concerning the price or rate you charge are advisory in nature and not mandatory.
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Revenue Management Advisory Services offers services designed to develop a long-term focus on
implementing pricing strategies with the participating hotel and provides associated support to implement
such strategies. It also includes group and transient pricing and forecasting. Optional services, such as
customized training, topline performance reviews, systems audits, extended hours support, and tier analysis
are available at an additional cost.
The costs of Cluster Revenue Management are shared by the hotels choosing to participate in the cluster and
are based on average time spent on each revenue management function (market strategy/leadership, rooms’
inventory management, and analysis) for each kind or classification of hotel in the cluster. Depending on
your location, a cluster for Revenue Management may not be available for your hotel.
If you choose to retain a revenue manager, the revenue manager must be certified by us within 90 days of
hire or, if already employed by your organization, within 90 days of the date the revenue manager commences
providing revenue management services to the hotel. Revenue managers must: (i) generally provide revenue
management services to no more than 20 Company Brand Hotels; (ii) meet our then-current qualification
criteria and complete all required revenue management training courses to our satisfaction; and (iii) have
authorized access to our reservation system and the other systems and software necessary to perform revenue
management functions. While you may retain third parties to consult on revenue management matters, only
you, a management company approved by us to operate your hotel, or a certified revenue manager employed
by you or your management company can access our revenue management systems and the data contained
in our revenue management systems (including One Yield, MARSHA, and HPP).
To participate, you must execute the Revenue Management Advisory Services Agreement (see Exhibit L).
Optional services, such as One Yield Premium Shops (I and II) may be available at an additional cost.
8
We have established Area Sales teams and Multi-Hotel Sales teams in select markets in the United States
and Canada. We allocate the cost to administer the sales teams among participating hotels. The amount
allocated to each participating hotel varies based on the resources devoted to the hotel, the reservations made
by the sales team for the hotel, the participating hotel’s sales goals, and prevalent wage rates, among other
factors. The current cost to participate in an Area Sales team ranges from $10,000 to $500,000. The current
cost to participate in a Multi-Hotel Sales team presently ranges from $8,000 to $250,000. To participate in
Area Sales and Multi-Hotel Sales, you must execute an Area Sales and Multi-Hotel Sales Service Agreement
(see Exhibit L). Optional services such as lead management are available at an additional cost.
9
MI LEADs provides hotels with an opportunity to cross sell and accept leads from customer accounts that
are not already deployed to Marriott sales managers (through GSO or otherwise), on the then-current MI
LEADs terms and conditions.
10
The BT Booking charge varies according to the number of BT guestroom nights that are centrally reserved
for your hotel by the Account Sales and Multi-Hotel Sales organizations during the immediately preceding
calendar year as follows:
BT Room Nights Reserved During the Monthly BT Booking Charge*

Immediately Preceding Calendar Year
0 - 400 $123.00
401 - 1,300 $206.69
1,301 + $291.40
* The BT Booking charge for new-to-system hotels will be $123.00 per month during the
first calendar year of operations.
11
We allocate the costs of these cooperatives, initiatives, and related services among participating hotels. The
costs for national, local, or regional advertising cooperatives and marketing initiatives or services vary
depending on the services performed, the size of the campaign(s), the development costs of the programs,
and the number of participating hotels. Cost allocations may be based on criteria such as the number and
size of hotels participating, the hotel’s revenue, room count, and the revenue produced by the campaign. Cost
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allocations may also be based on a flat percentage charge to each hotel participating in certain initiatives.
We reserve the right to change our cost allocation methodologies at any time.
If you meet the requirements to, and elect to, join our Convention & Resort Network (Americas), the cost of
participation is based on budgeted group room revenue at participating hotels. Our Convention & Resort
Network (Americas) engages in various marketing and sales initiatives targeted at current and potential group
customers who book large groups at participating hotels. In calendar year 2022, the cost to participate in the
Convention & Resort Network (Americas) is anticipated to be 0.129% of the hotel’s budgeted group room
revenue.
12
Our gift card program presently consists of certain prepaid products (including gift cards, gift certificates,
and travel cards). Hotel-specific gift cards are also available on an optional basis at a cost ranging from $0.77
to $6.41 per gift card. The redemption of these products at your hotel triggers a reimbursement to your hotel
and a related charge of up to 10% of the amount tendered (although most products carry a 1% charge) used
to offset the cost of the program. Your hotel must honor all gift card program rules and policies. We reserve
the right to change the program, the costs, the redemption reimbursement amounts, and the calculation factors
at any time.
13
The Centralized Travel Agency Commission processing program (“CTAC”) is a program through which we
(i) facilitate the payment of commissions on your behalf to intermediaries (including travel agencies, travel
management companies (“TMCs”), group intermediaries, online travel agencies, and other similar entities)
that book reservations at your hotel after collecting the commissions and charges from you; (ii) handle
commission inquiries from intermediaries made after booking; and (iii) conduct training and incentive
programs for intermediaries. We collect the amounts payable to intermediaries via ACH or other means of
electronic funds transfer. We have no obligation to pay the intermediaries on your behalf unless and until
we have received payment from you. Your designated on-property CTAC user must review and respond to
commission claims raised by intermediaries and Marriott in the manner and within the time frames we
specify. Failure to pay commissions and related fees and charges as and when due may result in the loss of
access to these distribution channels.
The Program Services Contribution covers certain of our fees and charges to administer CTAC. It does not
cover the cost of commissions paid to intermediaries. In addition, you must, at your expense:
(1) participate in our Preferred Travel Agency program, the cost of which is 10% of qualifying room
revenue;
(2) participate in our Group Intermediary Commissions program, through which we facilitate the
payment of group intermediary commissions at a maximum rate of 7% of qualifying room revenue. We will
not facilitate the payment of commissions to group intermediaries on your behalf: (a) for ancillary items
(food and beverage, audio/visual rental, etc.); (b) to group intermediaries that do not have industry
accreditation (such as IATA, IATAN, TIDS, ARC, or CLIA accreditation); or (c) to end-user accounts. You
are prohibited from paying a group intermediary commission in excess of the amount set forth in our
standards, currently 7%. You must pay our then-current fee for violating this policy, presently $0 for the first
violation, $1,500 for the second violation, and the greater of $2,500 or 10% of gross group room revenue
(not to exceed $7,500) per violation for the third and subsequent violations of this policy;
(3) offer inventory through any online reservation and distribution channels we may now or in the future
designate (which may be managed by us, our affiliates, or third parties). In addition, you must pay to our
designated online reservation and distribution channels commissions generally ranging from 7% to 10% of
qualifying gross room sales and gross group room sales, as applicable, using CTAC.
The following programs are optional under CTAC:
(1) OTA Program: This program facilitates the payment of commissions to certain online travel
agencies when such travel agencies are the merchants of record in connection with bookings at your hotel at
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Westin 3301210v4 (03/31/2023)
an average rate of approximately 10% to 12.5% of qualified room revenue. See Item 16 for certain conditions
and restrictions on our OTA Program; and
(2) TMC/Consortia Program: This program drives incremental business to hotels by using “Preference
Payments” to obtain the highest levels of preference at the lowest possible cost. If you participate in the
program, you must pay a Preference Payment ranging from 0.1% to 5.0% of booked rooms revenues for
every eligible guestroom night generated by the participating TMC or consortia. We may offer optional add-
on services to the TMC/Consortia Program at an additional cost.
The arrangements described in this Note 13 are of a limited duration and may be renegotiated periodically.
14
QuickGroup is an online booking tool that allows customers to check rates and availability and to book group
rooms for 10 to 25 guestrooms (with a maximum stay of seven nights) and event space for up to 50 people.
Customers search Marriott.com for a hotel and rate, complete an online form, and agree to the terms of an
online contract to complete the booking.
15
In addition to the Digital Marketing program, you have the option to participate in email marketing programs
and campaigns, and field marketing services. Email marketing programs may range in cost from $250 for
an email template to $26,000 for a comprehensive email marketing campaign.
16
Through the Transaction-Based Media Program, we develop advertising materials and pay third parties to
place listings and paid ads in search engines (such as Google, Yahoo, and Bing), through advertising networks
and direct referral partners (such as TripAdvisor, Google Hotel Ads, Trivago, Kayak, and Facebook), and
through third-party websites that feature links to Company Brand websites. When a consumer clicks on a
Transaction-Based Media Program listing or ad, they are referred to a Company Brand website to make a
direct booking. Hotels will incur a fee if the referral results in a qualified stay. Hotels are not charged on
special corporate or group room rates. Optional add-on services are available at an additional cost.
Technology:
17
All hotels must have at least one hotel-based Marriott.com email address following the ‘Brand Initial’.
‘MARSHA code’[email protected] naming convention. You must comply with this standard by using
either (i) the franchise email solution with full Microsoft Outlook functionality and a 1 GB mailbox for $6.57
to $8.21 per month per email address, (ii) the eMail Lite Service, which provides a 2 GB mailbox hosted on
Marriott infrastructure with limited web-enabled features for $5.12 to $6.40 per month per email address, or
(iii) the Email Forwarding-Only Option, which forwards email from the hotel-based email address to the
franchise management company’s non-consumer-based email address. The Program Services Contribution
covers the cost of up to seven email addresses. Optional enhanced email accounts are available at a cost of
$8.82 to $11.03 per month per email address.
18
You must retain a qualified third-party investigator to thoroughly investigate any actual or potential
cybersecurity, privacy, or other data breach relating to your hotel if required under our standards or applicable
law. The cost of an investigator can vary significantly depending on the extent of the actual or potential
breach, but generally ranges from $5,000 to $30,000.
Operations:
19
The program consists of support and guidance in closing the hotel, removing hotel inventory from various
distribution channels, and notifying hotel guests of the intended closure. We will also provide re-opening
operations support, sales support, and training in connection with the re-opening of the hotel. You must pay
our then-current fees for support and training. Currently, the cost of such support and training is $983 per
day for opening manager support, $983 per day for sales manager support, and $725 per day per trainer for
systems, operations, and food and beverage training.
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20
If we engage outside counsel in connection with a transfer (including in circumstances in which there is a
transfer of less than a controlling interest and no transfer fee is charged), you must also pay our outside
counsel costs, whether the transaction closes or not.
21
This amount will vary depending on the circumstances surrounding the termination of your franchise
agreement (see Section 19.4 of the franchise agreement).
Miscellaneous:
22
Membership in AH&LA is optional, but you must opt out if you do not want to participate. This fee is paid
to us and we remit the entire fee on your behalf to AH&LA.
Residences (if applicable):
23
If your hotel includes residential, condominium, or multi-family units that participate in a rental program, the
terms “guestroom” or “room” as used in this Item 6 will include such units.
In certain circumstances, we may consider reducing these fees to less than the standard amount. In deciding
whether to make such changes, we will consider, among other factors: (i) market penetration opportunities;
(ii) the location; (iii) the size of the hotel project; (iv) the economic and financial environment; (v) whether
our reducing a portion of the fees would aid in the successful development or conversion of the hotel;
(vi) whether the franchisee is willing to commit to playing an active role in growing the system; and (vii) any
other relevant factors.
Spa (if applicable):
24
“Gross spa sales” means all revenues and receipts of every kind that accrue from the services and products
sold at or delivered from or by the Heavenly Spa as determined in accordance with GAAP and the Uniform
System. Gross spa sales includes: (i) attrition, cancellation, and “no show” fees collected for unused spa
service appointments; (ii) spa portions of package rates; (iii) the amount of all lost sales due to the non-
availability of spa treatment rooms or communal spaces in connection with a casualty event, whether or not
you receive business interruption insurance proceeds; and (v) any awards, judgments, or settlements
representing payment for loss of sales attributed to the Heavenly Spa. All fees are payable upon demand and
are non-refundable. You will incur additional expenses to third parties for programs necessary to operate
your Heavenly Spa.
You must comply with all standards for the Heavenly Spa and participate in all programs and services as we
may require for Heavenly Spas from time to time. You must pay the costs of your participation, which are
subject to change.
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ITEM 7
ESTIMATED INITIAL INVESTMENT
YOUR ESTIMATED INITIAL INVESTMENT
TYPE OF AMOUNT FOR A METHOD OF WHEN DUE TO WHOM

EXPENDITURE 250-GUESTROOM PAYMENT PAYMENT IS
HOTEL TO BE MADE
Initial Franchise $100,000 Lump sum Generally due Marriott

Application Fee1 with the
franchise
application
Pre-Opening Training, $115,250 - $182,250 Lump sum On demand Marriott

Revenue Management,
Marketing & Digital
Support, and Related
Services2
Property Management $133,000 - $225,000 As arranged by As arranged by Suppliers/

System, Reservation you/lump sum you/on demand Marriott
System, Yield
Management System, and
Sales and Catering
System3
Other Systems and $42,000 - $135,000 As arranged by As arranged by Suppliers/

Training4 you/lump sum you/on demand Marriott
Market Feasibility Study5 $15,000 - $25,000 As arranged by As arranged by Suppliers

you you
Real Estate6 Not determinable As arranged by As arranged by Seller or Lessor

because of variables you you
Building Permit, Tap, and Not determinable As arranged by As arranged by Local

Impact Fees7 because of variables you you Government
Building Construction7 $265,600 - $442,700 As arranged by As arranged by Contractors and

per guestroom you you Suppliers
Kitchen and Laundry $6,000 - $7,700 per As arranged by As arranged by Suppliers

Equipment8 guestroom you you
Furniture and Fixtures9 $34,300 - $43,800 per As arranged by As arranged by Suppliers

guestroom you you
Technology Hardware & $2,900 - $9,300 As arranged by As arranged by Suppliers

Software and Network per guestroom you you
Infrastructure10
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TYPE OF AMOUNT FOR A METHOD OF WHEN DUE TO WHOM
EXPENDITURE 250-GUESTROOM PAYMENT PAYMENT IS
HOTEL TO BE MADE
Operating Supplies11 $11,700 - $15,000 per As arranged by As arranged by Suppliers

guestroom, plus you you
$42,600 to $54,400 per
hotel
Professional Design $13,300 - $22,100 As arranged by As arranged by Architects/

Services12 per guestroom you you Suppliers/
Marriott
Insurance13 Varies As arranged by As arranged by Insurance

you you – must be Company
effective before
start of
construction
Start-Up Costs14 $4,800 - $7,500 per As arranged by As arranged by Suppliers and

guestroom you you Employees
Hard Cost Contingency Not determinable As arranged by As arranged by Contractors and

(10% of hard costs)15 because of variables you you Suppliers
Food Safety and Sanitation $490 (assuming 7 As arranged by As arranged by Training and
Compliance16 people at $70 per you you Certification
kitchen manager and Vendors
engineering leader with
responsibility for
kitchen equipment)
Opening Advertising and $130,000 - $185,000 As arranged by As arranged by Suppliers

Event17 you you
Additional Funds (first 3 $3,500 - $8,000 per As arranged by As arranged by Suppliers/

months)18 guestroom you you/on demand Employees/
Marriott
Total Range $86,103,340 –

(excludes costs identified $139,932,140
as not determinable)
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We based these cost estimates on a typical, newly-constructed suburban hotel with the stated
number of guestrooms. Costs may be higher for larger hotels, hotels located in urban or resort markets, and
hotels with a spa or a residential, condominium, or multi-family component. These estimates are based on
our experience and the experience of our subsidiaries as franchisors, owners, or operators of hotels. We
make no representations that your costs will come within the ranges estimated and cannot guarantee that
you will not incur additional opening costs. Your actual costs will depend on factors such as: regional
conditions, your management skills, experience and business acumen, economic conditions, prevailing
wage rates, federal, state and local laws and regulations, and competition. You should review these
estimates carefully with your business and legal advisors before making any decision to purchase this
franchise. The above information is for new-build hotels only. The costs for converting a property to a
Westin Hotel, or for adding a spa or a residential, condominium, or multi-family component to a Westin
Hotel, or in connection with acquiring an existing Westin Hotel may be significantly different based on the
condition, location, and configuration of the existing hotel and property, and the cost to comply with the
then-current standards and a property improvement plan. We are not able to give you a meaningful estimate
of such costs.
All payments to Marriott are non-refundable except for the initial franchise application fee which,
as described in Item 5, is refundable in part if we do not approve your application. Payments made to other
parties may or may not be refundable based upon your agreements with them.
Except as described in Item 10, we generally do not finance any part of this initial investment.
NOTES:
1
The initial franchise application fee is described in Item 5.
2
This estimate includes initial costs for: (a) hourly, supervisory, and management training before and during
opening or conversion (except for computer system training costs described in footnotes 3 and 4); (b) pre-
opening revenue management support and training; (c) certain pre-opening marketing assistance; and
(d) additional charges associated with the opening authorization process. See Items 5 and 11 for further
details.
3
This estimate includes initial costs for our designated property management, reservation, sales and catering,
and yield management systems. This estimate does not include the cost of above-property management
systems such as engineering systems, human resource systems and equipment, or back office accounting
equipment that can be utilized in the management of multiple hotels. If your hotel exceeds 300 guestrooms,
you may be required to install additional or different computer systems at an additional cost. The current
designated property management system may be replaced with another property management system to be
designated by us. The cost to implement a new or replacement property management system is not yet
known. It may meet or exceed the cost to implement the currently designated property management system.
4
This estimate includes hardware, software, installation, and training for the Simphony POS system from
Oracle, GxP, and a computer kiosk, as described in Item 11. This estimate does not include the cost of
above-property management systems such as engineering systems, HR systems and equipment, or back office
accounting equipment that can be utilized in the management of multiple hotels.
5
This estimate is for a market feasibility study by an independent, third-party consultant, and you must also
pay any travel or living expenses incurred. If your hotel includes a residential, condominium, or multi-family
component, you will also be required to obtain a residential market feasibility study. We estimate the
additional cost to be approximately $10,000 to $20,000, and you must also pay any travel or living expenses
incurred.
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6
We do not estimate the cost of real estate or site work because of wide variations among geographic areas
and sites. The size of the site for a typical 250-guestroom Westin hotel varies from 3.5 to 10 acres, depending
on the property location and number of floors in your hotel. The building size can vary from 171,000 to
209,000 square feet or more for Westin hotels. We also do not estimate the size and cost of additional space
that may be required at resort properties for spa and other recreational facilities. A Heavenly Spa, if
applicable, must be a part of and located on the same property as your Westin Hotel.
7
This estimate is for the total cost to construct a typical, new-build Westin Hotel with 250 guestrooms located
in a suburban area. This estimate is stated on a per-guestroom basis and includes site work, project
management fees, and the cost of exterior signs (but not graphics). Parking is assumed to be on-grade and
estimates for special foundations for earthquake requirements are not included. This estimate does not
include building permit fees, tap fees, or impact fees, which are charged by local government authorities and
will therefore vary. You should check with the local government authorities that have jurisdiction over your
hotel to determine if there are any such fees and, if so, how the fees are calculated and the amount to be
charged to your hotel project. Building construction costs vary greatly from state to state and region to
region, depending upon materials, labor costs, and other variables such as architectural design and façade
treatments. This estimate will increase if your hotel has more than the stated number of guestrooms or if
there are any unusual site conditions, labor shortages due to an active construction market or organized labor
groups. Building construction costs for an urban hotel can be higher and may include the cost of an
underground parking structure. The cost of additional recreational and other facilities found at resort
properties is not included in this estimate.
8
It is assumed that laundry will be handled off-site. Additional laundry equipment for a full-service laundry
and/or valet is not included in this estimate. Ice machines for guestroom floors are included in this estimate.
9
This estimate is for the total cost of furnishing a Westin Hotel on a per-guestroom basis. The estimate
includes guestroom and public space furniture, including all seating and case goods, decorative and plug-in
light fixtures, window treatments, carpet, vinyl wall coverings, interior signage, a flat panel television for
each guestroom, and all associated procurement fees, freight, warehousing, taxes, and installation (excluding
carpet and wall coverings).
10
This estimate is for the cost to purchase and install all property-based technology infrastructure in accordance
with the standards as of the date of this disclosure document, including the following: a private branch
exchange, high speed internet access, structured cabling, security systems, door lock systems, in-room
technology (including in-room entertainment), public space technology, information security best practices,
and CCTV. Technology equipment and installation costs will vary widely depending on the size and
configuration of the hotel, including any residential or condominium component, the availability of cellular
network coverage, and the type of equipment you choose.
11
This estimate is for inventory items such as uniforms, china, flatware, towels, linens, guestroom amenities,
maintenance supplies, other supplies, and paper goods. This estimate also includes the cost to acquire an
initial inventory of cleaning equipment and supplies, including non-medical face masks and gloves, hand
sanitizer stations, guest sanitation kits, mattress and pillow protectors, EPA-approved cleaning and
disinfectant agents that kill Covid-19, and certain other cleaning and recovery technologies. Your costs may
exceed these estimates if the hotel is larger than average or if local laws and regulations require the hotel to
adopt more stringent cleaning protocols.
12
This estimate is for fees and expenses relating to architectural, engineering, and other consulting services for
the project, including our design and construction review services and required certifications of compliance
with the Americans with Disabilities Act and our fire protection and life safety standards, but excluding any
building permit fees, impact fees, tap fees, or locally imposed development fees. The interior designer and
other consultants that we require must be retained from the initial narrative and concepting phases of the
project through the completion of the project, and the scope of services must include concepting, styling and
accessorizing services.
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13
You must obtain and maintain the amounts and types of insurance specified in our then-current standards,
including property insurance, commercial general liability insurance, liquor liability insurance, automobile
liability insurance, workers’ compensation insurance, employer’s liability insurance, umbrella/excess
liability insurance, employment practices liability insurance, and fidelity bond coverage. We also may
require you to obtain property insurance covering risks of loss from certified acts of terrorism as available
under the Terrorism Risk Insurance Act (as the same may be amended or replaced). Insurance costs for
hotels where we require terrorism insurance or for hotels that are located in high risk locations (such as
locations with earthquake, flood, or windstorm exposure) may be substantially higher. If the hotel will be
structured as a condominium or contain residential units, we will also require you to obtain both construction
defects insurance and completed operations insurance.
The cost of insurance cannot be estimated as it varies greatly based on the size and location of the hotel, the
insurer you select, your creditworthiness and insurability, and the amounts and types of insurance that you
purchase. Insurance costs are also subject to change based on then-current market conditions.
14
This estimate is for start-up costs, including wages, marketing expenses, other operating costs incurred before
opening, and prepaid expenses, including business licenses and security and utility deposits.
15
We recommend that you include a project contingency equal to at least 10% of the project “hard” costs. We
consider the following items as project “hard costs”: building construction; building permit, tap, and impact
fees; kitchen and laundry equipment; furniture and fixtures; telephone and security systems; operating
supplies; and professional design services.
16
This estimate covers the costs of meeting food safety and sanitation compliance criteria for kitchen
operations, including materials and training.
17
You are responsible, at your own expense, for providing local advertising, marketing, and promotional
communications for the hotel. In conjunction with the initial opening or conversion of your hotel, you must
conduct a marketing and advertising campaign in accordance with our standards. In urban markets,
advertising costs will most likely exceed the estimate, depending on rates in the overall media market. This
estimate also includes the cost to retain an approved photographer to create an initial portfolio of hotel
photographs.
You are responsible, at your own expense, for conducting an opening event for the hotel that complies with
our guidelines. In conjunction with the opening event, a media event and customer activations should be
organized either during the day of the opening event or within a week of the opening event.
18
This estimate is for prepaid expenses and operating expenses you may incur during the first three months of
operation and is not intended to provide a basis for a break-even analysis. This estimate excludes franchise
fees, management fees, FF&E reserves, personal property and real estate taxes, permits and licenses, building
insurance, and operating leases.
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ITEM 8
RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES
Purchases in Accordance with Standards and Specifications
You must use only such furniture, fixtures, and equipment (“FF&E”), operating and cleaning
supplies and equipment (“OS&E”), and other goods and services at the hotel that conform to our applicable
standards and specifications. We may specify a particular model or brand of FF&E or OS&E that may be
available from only one manufacturer or supplier. Additionally, we may specify that certain food products,
FF&E, OS&E, communication systems (including internet access, see Item 11), and other goods and
services be purchased only from us or sources designated or approved by us. If you wish to obtain any
FF&E, OS&E, or other goods and services for which we have established a standard or specification from
a source that we have not previously approved as meeting our standards and specifications, you must submit
a written request to us and provide such other information and samples as are necessary for us to determine
whether the item and source meet our then-current criteria. Provided that you comply with our processes
and procedures regarding approval of alternate or additional manufacturers or suppliers, we will respond to
such requests within a reasonable period of time. We may modify our standards and specifications in our
sole discretion, and you must comply with such changes at your expense. We reserve the right, at our
option, to revoke any approval if the source or the item fails to meet our then-current standards and
specifications.
You must purchase exterior building signs that meet our specifications from one of several
approved sign vendors. These approved vendors are not affiliated with us, and we do not currently receive
any compensation from these vendors for your purchases from them, although we reserve the right to do so
in the future. All property signage must be pre-approved by us.
In light of the Covid-19 pandemic, we have developed heightened cleanliness standards that are
updated periodically. If we change our cleanliness standards, you must promptly comply with the changes
at your expense. You are solely responsible for establishing and enforcing a cleanliness policy for your
hotel. The policy must: (a) comply with applicable laws and regulations; (b) meet or exceed the
requirements of our cleanliness standards; (c) not include any items or requirements that may adversely
affect the reputation of the hotel or system; and (d) take into account our recommendations and guidelines
issued by the AH&LA and Centers for Disease Control and Prevention. You should consult with legal
counsel and advisors in the process of developing and implementing a cleanliness policy for your hotel.
We will provide and update our standards and specifications in writing, or make them available to
you in digital, electronic, or computerized form. Modifications generally are based on input from our
employees, hotel managers, franchisees, owners, and guests.
Purchases through Marriott, Related Parties, and Third-Party Arrangements
Franchisees may choose to purchase products and services through Marriott, its subsidiaries, and
other related and unrelated parties through a number of different means and programs. As described in
Items 1 and 5, we and our subsidiaries have negotiated supply agreements (including price terms) with
manufacturers, suppliers, and distributors of a variety of products and services used by Westin Hotels.
There may be mark-ups, fees, discounts, credits, and/or rebates based on your purchases from those
suppliers with whom supply agreements have been negotiated. Generally, we and our subsidiaries, as
applicable, will retain any mark-up or rebates received due to franchisee purchases. The specific fee or
rebate on an individual product or service may exceed the range described below. The arrangements and
percentages described below may change based on alterations in relationships with those suppliers. The
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amount of the rebates and other payments described below are approximations based on information
provided to Marriott from vendors and other sources as of the date of this disclosure document. For some
programs, we are able to track purchases and rebates by specific hotel brand and franchised/managed hotel
status. For others, only the total purchases by, or payments to, Marriott is available. We will not withhold
material benefits (such as renewal or the grant of additional franchises) if you choose not to purchase
through our voluntary supplier programs.
1. Rebates and Purchases through Us and Our Subsidiaries; Agreements We Negotiate
Franchisees may choose to purchase FF&E and related design and construction services through
Marriott International Design & Construction Services, Inc. (“Marriott Design & Construction”). Marriott
Design & Construction charges a fee for providing procurement services that is the greater of $3,500 or
approximately 4.5% to 5% of the cost to us of the products and services provided. Franchisees also may
purchase certain OS&E through Marriott Design & Construction. Marriott Design & Construction charges
a fee for providing procurement services to Westin Hotel franchisees equal to the greater of $10,000 or
approximately 4.5% to 5% of the cost to us of the products and services provided. In 2022, Marriott Design
& Construction did not receive any unrestricted rebates related to its purchases of FF&E or hotel opening
OS&E for franchisees.
In 2022, all Company Brand franchised hotels located in the United States and Canada purchased
approximately $121,979,000 of FF&E and related design and construction services through Marriott Design
& Construction. Of that amount, approximately $2,097,000 was attributable to purchases by Westin Hotel
franchisees. In addition, all Company Brand franchised hotels purchased a total of approximately
$7,688,000 of hotel opening OS&E through Marriott Design & Construction in 2022. Of that amount,
approximately $320,000 was attributable to purchases by Westin Hotel franchisees.
In addition, in 2022, Marriott Design & Construction received approximately $676,500 in catalog
and library participation fees from FF&E and building product vendors whose specifications are published
in our design specifications platform. Marriott Design & Construction also receives rebates of
approximately 1.5% of the cost of select prototype FF&E and building products purchased by Company
Brand Hotels from these FF&E and building product vendors. In 2022, Marriott Design & Construction
received $5,947 as a result of building product purchases by Company Brand Hotels, all of which was used
to offset the cost to develop prototypes.
Franchisees may choose to purchase recurring food, beverage, and other operating supplies, hotel
and restaurant supplies, engineering supplies, business services, and all related products and services from
suppliers participating in the purchasing programs arranged by our procurement division (“MIP
Americas”), including Avendra, LLC and Avendra Replenishment, LLC. Certain of these products and
services may be available solely through MIP America’s purchasing programs. Suppliers may pay to MIP
Americas fees and commissions of approximately 3% to 5% of the cost of products or services purchased
by Company Brand Hotels. MIP Americas retains a portion of the rebates received in connection with
purchases by Company Brand Hotels to cover the costs of providing procurement services. In 2022, MIP
Americas received approximately $282,535 as a result of purchases by franchised Company Brand Hotels,
of which $229,856 was utilized to offset costs that otherwise would have been charged to hotels and $52,679
was distributed to participating franchised Company Brand Hotels.
Our former subsidiary, Culinary Concepts Hospitality Group, LLC d/b/a Pure Grey, licenses
restaurant concepts and provides food and beverage consulting services to Company Brand Hotels. In 2022,
Pure Grey derived $11,525 or 2.8% of its total revenue of $406,263 from the provision of such services to
franchised Company Brand Hotels. In 2022, we sold our interest in Pure Grey and derived $200,000 as a
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result of the sale. We also received a $200,000 credit towards future purchases of Pure Grey products and
services by Company Brand Hotels.
Marriott pays Sabre Inc. (“Sabre”) a fee for each transaction that is delivered from travel agencies
through Sabre’s global distribution system. These fees are funded through the costs charged to the hotels
for each reservation directly or through the Program Services Contribution (“Reservation System Fees”).
If we purchase select Sabre Travel Network media products and services in amounts above certain
thresholds during any year, then we will receive a credit for such year. In 2022, we received approximately
$42,000 as a result of this arrangement, all of which will be used to offset reservation system costs.
We have an agreement with Expedia.com that allows Company Brand Hotels to book reservations
through Expedia.com and certain other Expedia travel websites, corporate travel management booking
channels, and wholesale distributions solutions. We receive payments from Expedia as a result of this
arrangement, including rebates on materialized bookings. Rebates vary depending on a variety of factors,
including the nature and number of reservations booked through Expedia.com. In 2022, we received
approximately $12,425,500 as a result of this arrangement, $12,150,500 of which was distributed to
participating hotels and $275,000 of which was retained by us to offset the cost of administering the
arrangement.
In 2023, we entered into an agreement with Booking.com that allows Company Brand Hotels to
book reservations through Booking.com and other Booking.com websites. Guests have the option to pay
either Booking.com or the hotel for the reservation. If Booking.com accepts the payment for a reservation,
it will remit the amount collected from the guest to the hotel. We will receive payments from Booking.com
as a result of this agreement, including rebates on materialized reservations. The amount of any rebates
and commissions will vary depending on a variety of factors, including the nature and number of
reservations booked through Booking.com.
We have arrangements with several merchants, including Hertz Corporation (“Hertz”) and Expedia,
under which the merchants make commission or revenue share payments to us based on the amount of
purchases made online as a result of transactions that originated on Marriott.com or referrals from
Marriott.com. In 2022, we received payments that were not treated as revenue by us, but in the case of
Hertz, the amount of $1,200,000 was utilized to offset program costs for the Tours & Activities program
on Marriott.com and, in the case of Expedia in 2022, the amount of $1,475,000 was used to offset Vacations
by Marriott program costs. Any remaining balance not utilized to offset the cost of these programs is utilized
to offset costs that would have otherwise been charged to hotels through the Program Services Fund.
Under two separate agreements, Enterprise Rent-a-Car Company/National Car Rental and Hertz
provide discounted car rental programs for owners, franchisees, and Marriott associates. Under the terms
of the agreements, we may receive allowances if certain volume thresholds are met. In 2022, we received
$233,058 in allowances from Enterprise Rent-a-Car Company/National Car Rental and Hertz. These
payments were not treated as revenue by us but were utilized to offset our cost to administer the car rental
program.
We have an arrangement with OpenTable Inc. (“OpenTable”) that allows hotels to participate in
OpenTable's table management and inventory distribution platform at a discounted rate. Under the terms of
the arrangement, we may receive rebates if certain hotel enrollment thresholds and spend volumes are met.
In 2022, Marriott received $200,000 in rebates from OpenTable, which were utilized to offset costs that
would have otherwise been charged to hotels through the Program Services Fund.
Marriott has an agreement with MVW under which MVW pays Marriott based on tour package
sales resulting from transactions that originated with phone calls to Marriott’s call centers. At the
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completion of a reservation, certain callers to Marriott’s call centers are offered to be transferred to MVW
call centers for an opportunity to learn about future tour packages at an MVW property. MVW reimburses
Marriott for all costs associated with the program and pays a "package fee" for each tour package sold by
MVW. Marriott determines the number, criteria and selection of calls to be transferred at its sole
discretion. In 2022, Marriott derived $3,000,000 in reimbursements and package fees as a result of this
arrangement. The payments were utilized to offset the operating cost of Marriott’s call centers.
Certain media companies and vendors within the Marriott Guestroom Entertainment program
provide restricted marketing funds to Marriott. The payment is not treated as revenue but is utilized to
offset the costs associated with operating the Guestroom Entertainment program as well as fund other
marketing initiatives related to in-room media and entertainment. In 2022, Marriott received approximately
$2,677,599 as a result of these arrangements.
Marriott is in the process of developing advertising solutions which will be delivered through the
digital signage and guestroom entertainment platforms at Company Brand Hotels. We may derive revenue
as a result of these arrangements.
We have an agreement with Hotels at Home Worldwide, Inc.to sell bedding and related products
used at Company Brand Hotels (by telephone and online at Boutiques.marriottbonvoy.com). At the time of
purchase, the buyer is asked to identify the Company Brand Hotel, if any, where the buyer learned about
the products to be purchased. Hotels at Home retains a portion of the profits from the sale; the remaining
profit is shared between us and the identified hotel. If no hotel is identified by the consumer at time of
purchase, we receive the entire remaining portion. In 2022, we received approximately $16,924,374 as a
result of this arrangement, all of which was treated as revenue by us.
We have agreements with Simmons to sell mattresses and related products. Under the terms of a
Starwood (United States and Canada) agreement for sales through the Hotels at Home retail website, we
receive a rebate of approximately 1.5% from such purchases, depending on the volume of sales. In 2022,
we received approximately $137,875 in rebates from this program. Under a separate Starwood (United
States and Canada) agreement with Simmons for employee purchases of mattresses and related products,
we receive a rebate of approximately 3% from purchases. In 2022, we received approximately $370,816
in rebates from this program.
We have an arrangement with Audio Visual Services Group, Inc., d/b/a ENCORE (“ENCORE”)
under which ENCORE pays a commission to certain hotels based on the gross revenue for event
audio/visual services provided to clients at such hotels. ENCORE also pays to us a commission dependent
upon the volume of sales generated by Company Brand Hotels. These amounts are not treated as revenue
by us, but are utilized to offset costs that otherwise would have been charged to the participating hotels. In
2022, we received approximately $15,277 in fees from ENCORE as a result of franchised Company Brand
Hotel purchases.
We have a marketing program to promote the use of Marriott.com and the Marriott Bonvoy app as
sales channels. In 2022, we derived $600,000 as a result of this marketing program. We intend to use these
funds to, among other things, drive direct bookings to Marriott.com and the Marriott Bonvoy app and offset
our costs associated with administering the program.
We have designated Pepsi products as our standard for certain beverages. You are required to serve
only Pepsi-branded drinks at your hotel (subject to certain limited exceptions). As a result, you or the
management company operating your hotel will receive unrestricted allowances directly from Pepsi, or
through an agent designated by Pepsi, for purchases of the covered beverages. In 2022, franchised
Company Brand Hotels received approximately $2,177,147 in unrestricted allowances under this
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arrangement. This arrangement does not affect the payment of restricted allowances, which are described
in Section 4 below.
We negotiate purchasing arrangements with third-party human resource service providers on behalf
of managed Company Brand Hotels under the name “Talent Point.” Talent Point makes these purchasing
arrangements and certain other services available to franchised Company Brand Hotels on a purely optional
basis. Talent Point has negotiated arrangements with vendors including CareerBuilder, Kincentric (f/k/a
“Aon Hewitt”), Franklin Covey, PeopleScout, PeopleReady, Hospitality Staffing Solutions, Labor Staffing,
Beekeeper, Rewardian, Health Care Policy Roundtable, Hospitality Services Group, AT&T, Assa Abloy,
Instawork, Wonolo, NOWSTA, First Advantage, Jacaruso Enterprises, The Carver Companies and
Talent.com. The vendors offer products and services that include job postings, recruiting services,
temporary staffing, relocation services, training offerings, communication tools, background check
services, engagement surveys, healthcare access referral, and associate alert devices. You must enter into
agreements directly with the third-party suppliers if you elect to participate in such arrangements. The third-
party service providers generally pay to Talent Point a referral fee ranging from approximately 1% to 20%
of the fees paid by the participating franchisees to the third-party service providers under such contracts. In
2022, Talent Point derived approximately $1,172,537 in revenue as a result of these activities, all of which
was utilized to offset the cost of operating the Talent Point program and negotiating and implementing
Talent Point services.
Our former subsidiary, EMTA, Inc. (d/b/a/ PlacePass) was acquired by Hopper, Inc. in 2021.
Hopper, Inc. and PlacePass offer travel technology solutions to the hospitality industry, including an online
platform that sells in-destination experiences to travelers. In 2022, we received a final distribution of
$1,700,000 as a result of our divestment of PlacePass and a $200,000 credit towards future purchases of
Hopper, Inc.’s products and services by Company Brand Hotels.
You are solely responsible for developing and implementing a security plan for your hotel and its
associates. We may suggest or require that the hotel security plan include certain elements, such as
associate alert devices. We may also make our hotel safety resources and vendor arrangements available
to you as a courtesy, but we are not obligated to do so.
2. Technology Related Purchasing
We have arrangements for discounts and credits with certain suppliers of voice and data services.
Most of the discounts and credits we receive as a result of purchases through these telecommunications
suppliers by participating hotels are passed through to franchisees or the owners of the hotels; however, we
retain certain credits on domestic and international “tiered discount” calls. In 2022, credits received from
AT&T ranged from approximately 17% to 27% of the discounted rate for domestic calls and up to 35% for
international calls. In 2022, we received approximately $7,000 in credits from these arrangements, of which
approximately $6,000 was retained by Marriott. The terms of these arrangements with these
telecommunications suppliers are reviewed every year and may be modified in accordance with the terms
of the contract. If you choose to participate in the arrangements with these telecommunications suppliers,
you must enter into our Participation Agreement, a sample of which is attached in Exhibit H.
We require the installation of an on property communications network. Your hotel must meet our
bandwidth and network standards. We have certified and approved certain internet service providers that
offer internet solutions that comply with our standards. Such standards and a list of such approved providers
are posted on the Marriott Global Source. For existing hotels that have a contract in place with a provider
that has not been approved by us, if the hotel meets our bandwidth and network standards, you may continue
to utilize that provider until the expiration of the contract. At such time, you must contract with a certified
provider.
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3. Restricted Allowances
In 2022, a total of approximately $110,472,000 of restricted allowances was made available to us

globally from suppliers based on the participation in those suppliers’ programs by certain managed and
franchised hotels operated under the Company Brands. Restricted allowances are funds provided to
Marriott that are required to be spent in accordance with the terms of the agreement with the provider of
the funds. Those allowances have been or will be utilized in various marketing and promotional activities,
including, principally, programs related to the promotion of the suppliers’ products, joint marketing
programs between Marriott and the supplier, marketing programs for the Company Brands, our designated
loyalty programs, and an allocation to the marketing funds and programs for Company Brand Hotels. In
2022, a total of approximately $1,655,000 of the restricted allowances was utilized by the marketing funds
in which the Company Brand franchised hotels participate in the United States and Canada, none of which
was allocated to the Marketing Fund for Westin Hotels located in the United States and Canada.
4. Sponsorship Contributions
We also received certain monetary and in-kind donations from vendors to sponsor meetings,
dinners, golf tournaments and other activities held at our general manager, franchisee, and owner
conferences, as well as other events. In 2022, the total amount received for all Company Brand corporate
level sponsorships was approximately $6,329,308. Marriott also receives product placement funds for
several preferred vendors listed on MGS. These amounts are retained by us to defray procurement and
supplier relations costs that otherwise would be paid by the hotels purchasing from those preferred vendors.
In 2022, we received $142,965 in revenue as a result of these arrangements.
5. Other Related Party Transactions
We currently own an interest in Travel Ease, which manages certain of Marriott’s Chinese online
reservation and distribution channels and market Company Brand Hotels and our designated loyalty
programs to Alibaba customers. Travel Ease collects a commission based on a percentage of gross room
sales for Company Brand Hotel guestroom nights booked through the online reservation and distribution
channels it manages. In 2022, Travel Ease derived approximately $6,650,000 for such activities from
Company Brand Hotels. In 2022, we also received a $265,000 distribution from Travel Ease, and recorded
our pro-rata share of Travel Ease’s earnings in our financial statements.
We own an interest in Groups360 LLC (“Groups360”), which provides lead generation services,
meeting advisory services, and marketing services to participating Company Brand Hotels and other
hospitality companies. Participation in their GroupSync Engage Instant Booking lead generation service
for meetings and events is required and the cost ranges from 1% to 2% of qualifying group room revenue
plus a fee of $25 per meeting space booked. The fee for other optional services provided by Groups360
ranges from 1% to 5% of qualifying group room revenue per accepted lead. We may in the future collect
these charges on behalf of hotels and reimburse Groups360. If Company Brand Hotels meet certain
purchasing thresholds, we will receive additional equity interests in the company. In 2022, Groups360
derived approximately $400,000 in revenue from the provision of such services to Company Brand
Hotels. In 2022, Marriott did not receive any distributions or additional equity interests from Groups360
as a result of franchised Company Brand Hotel purchases, but Marriott did record its pro-rata share of
Groups360’s losses in our financial statements.
Our total gross revenue for 2022 was $20,773,000,000 as stated in our consolidated audited
financial statements (see Item 21). The total amount of revenue that we and our subsidiaries received in
2022 as a result of franchisees’ required purchases, including any unrestricted rebates that we retained and
did not distribute, and other fees or payments that we charged for providing procurement services on behalf
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of franchisees or otherwise received, but excluding any amounts treated as pass-through or cost recovery,
or rebates or other payments that were distributed back to the franchisees, was approximately
$29,833,312. That amount is the sum of the following amounts reported above: $676,500 (catalog fees
and library participation fees), $16,924,374 (amount from Hotels at Home we treated as revenue), $508,691
(total rebates from Simmons), $9,540,600 (credit card service fees), $6,000 (amount from AT&T that we
treated as revenue); and $2,177,147 (unrestricted allowances from Pepsi). That amount is less than 0.14%
of our total gross revenue for 2022.
We do not provide material benefits to franchisees based on their purchase of particular products
or services, or based on their use of particular suppliers.
The arrangements described in this Item 8 are of a limited duration and may be renegotiated or
discontinued at any time. The amount of revenue we derive and the manner in which we use the revenue
is also subject to change.
Cost of Required Purchases Relative to Cost to Open and Operate
We estimate that the cost of purchases and leases that you must make through us, our affiliates,
approved suppliers, or subject to our standards and specifications will represent approximately: (i) 70% to
92% of the total cost of purchases and leases you will incur to establish a typical Westin Hotel, excluding
the cost of real estate1; and (ii) 46% to 60% of the total cost of purchases and leases you will incur to operate
a typical Westin Hotel2 on an annual basis.
Spa Purchasing Requirements (if applicable)
If your hotel includes a Heavenly Spa, you must purchase certain products from us or our
designated or approved suppliers, which may include: (a) signature products as designated in our standards;
and (b) specified brands of food and beverage products to be sold at the spa. You must purchase certain
furniture, fixtures and equipment, including treatment beds, from our approved supplier unless an
alternative product is submitted to us and found by us to meet or exceed the specifications for the Heavenly
Spa furniture, fixtures and equipment. You are required to participate in certain programs described in our
standards, which may require a purchase of goods or services from us or our approved suppliers as part of
your participation. Linens must be purchased from our approved suppliers, unless an alternative product is
submitted to us and found by us to meet or exceed the specifications for the linens. Certain signature
treatments must be offered, using the specific products and equipment as required in our standards. You
have the option to supplement your spa offerings with other products, services and equipment once the
minimum guidelines have been fulfilled. All products and services must be purchased in compliance with
specifications we establish for those products and services.
Ownership Interest in Supplier
Except for a minor interest in a public or other large company, none of our officers has any interest
in a supplier.
Hotel Repairs and Renovation
In addition to your obligation to repair and maintain the hotel on an ongoing basis, you must
accomplish a significant renovation of guestrooms, guestroom corridors, and public facilities, including the
replacement of soft goods FF&E, and case goods FF&E periodically as required by our then-current
standards. At the time of any replacement of FF&E, we have the right to require you to upgrade the rest of
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the hotel to conform to the standards applicable to similarly situated Westin Hotels. To help satisfy such
renovation obligations, you will be required to maintain a reserve account at a bank acceptable to us.
Nature of Purchasing and Supply Arrangements
The purchasing and supply arrangements described in Item 8 are limited in duration. The terms of
these arrangements (including the basis for rebates and commissions payable to us) may be renegotiated
periodically.
NOTES:
1
The total cost of purchases and leases you will incur to establish a Westin Hotel includes estimated costs for
pre-opening charges, property management and other systems, market studies, building construction, kitchen
and laundry, FF&E, telephone systems, opening supplies, and professional design fees, but does not include
the initial application fee, the cost of land and building permits, insurance, start-up costs, and marketing and
advertising costs (see Item 7). Actual costs may vary depending on the size, condition, and market area of
your hotel, and whether you are converting your hotel from another brand.
2
The total cost of purchases and leases you will incur to operate an existing Westin Hotel includes estimated
costs for linen, cleaning supplies, laundry, guestroom supplies, reservations, loyalty programs, revenue
management, travel agent commissions, food and beverage, the Marriott Communications Network,
uniforms, “free-to-guest” in-room services, FF&E, and certain marketing and advertising costs, but does not
include labor costs and related expenses, franchise fees, utilities, repair and maintenance, sales and marketing
costs, taxes, insurance, rent and lease payments, and other payments related to the land for the hotel. Actual
costs may vary depending on the size, condition, and market area of your hotel.
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ITEM 9
FRANCHISEE’S OBLIGATIONS
This table lists your principal obligations under the franchise and other agreements. It will
help you find more detailed information about your obligations in these agreements and in other
items of this disclosure document.
ITEM IN
OBLIGATION SECTION IN AGREEMENT DISCLOSURE
DOCUMENT
a. Site selection and Sections 1.1 and 26.1.F and Item 17 of Items 7 and 11
acquisition/lease Exhibit A of Franchise Agreement
b. Pre-opening purchases/leases Sections 3.4, 5, 7, and 9 of Franchise Items 5, 7, and 8

Agreement
c. Site development and other pre- Sections 4, 5, 6.1, 6.4, 7, 8, and 9, and Items 5, 7, 8, and 11
opening requirements Exhibit C of Franchise Agreement
d. Initial and ongoing training Sections 3.3, 3.4, and 9 of Franchise Items 5, 6, and 11
Agreement
e. Opening Section 4.2 and Exhibit C of Franchise Items 5, 7, 8, and 11

Agreement
f. Fees Sections 3, 4.1, 4.4, 6.3, 7.1, 8.3, 9.1, 10.2, Items 5, 6, and 7
10.3, 13.4.B, 16, 17.3.A, 17.3.B, 17.4.A,
19.4.B, and 20.1.B, and Sections 1, 2 and 4
of Exhibit C (New Development), Sections
2, 3, and 5 of Exhibit C (Conversion), or
Sections 2 and 3 of Exhibit C (Change of
Ownership) of Franchise Agreement
g. Compliance with standards and Sections 1.1, 4, 5, 6.1, 6.4, 7, 8, 9, 10, 11, 12, Items 8, 11, and 16
policies/operating manual 13, and 20, and Exhibit C of Franchise
Agreement
h. Trademarks and proprietary Sections 7.3, 11, 12, and 20.1.A of Franchise Items 13 and 14
information Agreement; Electronic Systems License
Agreement
i. Restrictions on products/services Sections 1, 5, 7, 8.3, 8.4, and 10.1 of Item 16

offered Franchise Agreement
j. Warranty and customer service Sections 6.3 and 8.3 of Franchise Agreement Item 11
requirements
k. Territorial development and Not applicable Not applicable

sales quotas
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ITEM IN
OBLIGATION SECTION IN AGREEMENT DISCLOSURE
DOCUMENT
l. Ongoing product/service Sections 3.4, 4, 5, 7, 8.1, and 10.2 of Items 8 and 11

purchases Franchise Agreement
m. Maintenance, appearance, and Sections 4 and 5, and Exhibit C of Franchise Item 8

remodeling requirements Agreement
n. Insurance Section 15 of Franchise Agreement Item 7
o. Advertising Sections 6, 11.2, 11.3, and 11.4 of Franchise Items 6, 8, and 11

Agreement
p. Indemnification Sections 14 and 18.1 of Franchise Not applicable

Agreement; Electronic Systems License
Agreement
q. Owner’s participation/ Sections 8.1 and 8.2 of Franchise Agreement Items 11 and 15
management/staffing
r. Records and reports Section 13 of Franchise Agreement Item 11
s. Inspections and audits Sections 3.3, 5.1, 8.3.C, and 13.4 and Exhibit Items 5, 6, 8, and 11
C of Franchise Agreement
t. Transfer Section 17 of Franchise Agreement Item 17
u. Renewal No renewal rights (see Section 2.2 of Item 17

Franchise Agreement)
v. Post-termination obligations Sections 11.2, 12.1, 13.2, 14, 17.5, 18, Item 17
19.4.B, 20, 21.1 and 21.2 of Franchise
Agreement; Guaranty; Electronic Systems
License Agreement
w. Non-competition covenants Sections 1.2.A, 8.4, 17.5, 19.1.B.3, and Item 17

21.2.D of Franchise Agreement
x. Dispute resolution Sections 17.5.A.2, 24.1, and 24.5 of Item 17

Franchise Agreement
y. Guaranty Preamble to the Franchise Agreement and Item 15

the Guaranty
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ITEM 10
FINANCING
Except as described below, generally we do not offer direct or indirect financing for franchised
Westin Hotels or guarantee any of your financing, loans, or other obligations. However, from time to time,
under very limited circumstances and at our sole discretion, we may offer for certain hotels credit support
in the form of a contingent guaranty of a portion of a loan provided by a third-party lender, or we may make
a mezzanine loan. In determining whether to offer you credit support or make a mezzanine loan, we will
consider, among other factors: (i) market penetration opportunities; (ii) the size and location of your hotel;
(iii) the economic and financial environment; (iv) the cost to you to complete the development or conversion
of the hotel; (v) whether our offer of credit or financial support would aid in the successful development or
conversion of the hotel; (vi) whether you are willing to commit to playing an active role in growing the
system; and (vii) whether you meet our then-current criteria.
Because we generally do not offer loan guaranties, if we do offer to make a contingent guaranty of
a loan provided to you by a third-party lender, the terms and conditions of such guaranty may vary, such as
the amount of the guaranty (for example, a percentage of the principal balance of the loan or a percentage
of the hotel development costs), your repayment obligations, the guaranty fee, interest, fees, costs, penalties,
security interests, default provisions, and requirements for a personal guaranty. You may be required to
sign certain documents in connection with the loan guaranty, such as a Credit Enhancement Commitment
Letter, Reimbursement Agreement, Equity Pledge, and Guaranty. Because the terms of financing
arrangements, guaranties, and related documents vary, we do not have standard form documents, but have
included certain sample financing agreements in Exhibit Q for informational purposes only. These
documents are samples, and the final documents may vary considerably depending upon which lender you
select, the terms of the loan, and other lender requirements.
Because we generally do not make mezzanine loans and they are subject to the unique financial
terms related to your hotel, we cannot determine in advance the key terms of any such loan we may choose
to make, such as the amount, the annual percentage rate, the term of the loan, the number and amount of
the payments, the type of security required for the loan, personal guaranty requirements, and default
provisions. We may sell or assign any interest we have in any promissory note you execute in our favor or
any loan we may advance to you. We do not have sample mezzanine loan documents. Those documents,
including the intercreditor agreement between your primary lender and us, will be determined at the time
of loan origination.
New Development Incentive.
We offer a new development incentive program to franchisees of certain Westin Hotels. To be

eligible to participate in the program, each of the following conditions must be satisfied: (1) the project
must be for the development of a new-to-system Westin Hotel that is not a conversion of a Company Brand
Hotel; ; (2) the application for the project must be approved by our Hotel Development Committee after
March 31, 2023 and a franchise agreement must be executed on or before March 30, 2024; and (3) the
construction or conversion of the hotel must commence within 15 months of the date of approval and the
hotel must open as an Westin Hotel within 15 months of the date of such commencement, unless we approve
otherwise. If the project satisfies the eligibility criteria stated above, the franchise fees will be reduced to
6% of gross room sales, plus 3% of gross food and beverage sales for the term of the franchise agreement
(excluding any term extensions or renewals).
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Diversity Development Incentive Program
We have established a development incentive program for historically underrepresented diverse

owners seeking to enter into franchise agreements for new-build Westin Hotels. Women, Black,
Latino/Hispanic, and First Nations/Native American individuals (each a “Diverse Individual”) are eligible
to apply for the incentive, as long as one or more Diverse Individuals: (a) owns 51% or more of the
franchisee entity; or (b) owns 10% or more of the franchisee entity and “controls” the franchisee entity (the
“Diversity Ownership Conditions”). Examples of “control” include being the sole managing member of a
limited liability company, the sole director or chairman of the board of a corporation, the general partner of
a limited partnership or the individual that controls the general partner of a limited partnership. The
diversity development incentive consists of the following:
DIVERSITY DEVELOPMENT INCENTIVE PROGRAM
Application Fee Incentive A discounted application fee of $10,000
Key Money Incentive* $3,500 per guestroom at the hotel, to be paid 30 days after the branded opening
date
If the Project is Subject to the New If the Project is Not Subject to the
Development Incentive Above New Development Incentive
Above
Year of Percentage of Gross Years of Percentage of Gross

Operations Room Sales / Gross Operations Room Sales
Food and Beverage
Franchise Fee Incentive* Sales
1 4% GRS + 3% F&BS 1 5% GRS + 3% F&BS
2 4% GRS + 3% F&BS 2 5% GRS + 3% F&BS
3 5% GRS + 3% F&BS 3 6% GRS + 3% F&BS
4 5% GRS + 3% F&BS 4 6% GRS + 3% F&BS
th
5 and 6% GRS + 3% F&BS 5th and 7% GRS + 3% F&BS
Subsequent Subsequent
Years of Years of
Operation Operation
* If the Diversity Ownership Conditions are not met, the diversity development incentive will cease
to apply.
To be eligible for the program, in addition meeting the Diversity Ownership Conditions, each of
the following must be satisfied: (1) the project must be for the development of a new-to-system hotel that
is not a conversion of a Company Brand Hotel; (2) you must indicate your interest in the diversity
development incentive in the franchise application before it is approved by our hotel development
committee; (3) the application for the project must be approved by our hotel development committee on or
after March 31, 2023; (4) a franchise agreement for the hotel must be executed on or before March 30,
2024; and (5) the construction or conversion of the hotel must commence within 15 months of the date of
approval and the hotel must open as a system hotel within 15 months of the date of such commencement,
unless we approve otherwise. The diversity development incentive program may be modified or
discontinued at any time.
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Diversity Incentive Program for Relicense Transactions
We are in the process of establishing an incentive program for Diverse Individuals seeking to
acquire existing franchised Westin Hotels. In order to be eligible to participate in the program: (i) the
applicant must meet the then-current Diversity Ownership Conditions; (ii) the applicant must express an
interest in participating in the program in its application, before the relicense transaction is approved by
Marriott to proceed; (iii) a franchise agreement for the hotel must be executed on or before March 30, 2024;
(iv) any PIP or other improvements relating to the hotel must be timely completed to our satisfaction; and
(v) the Diverse Individual or group of Diverse Individuals involved in the transaction acquire no more than
three Company Brand Hotels in any rolling 12-month period.
If these conditions are met, we anticipate that the diversity incentive program for relicensed
transactions will consist of a discounted relicense application fee of $10,000 and a 50% discount on our
then-current FITM-R program fee (to the extent FITM-R is required). The incentive may also include key
money. The amount of key money payable will depend on the size and location of the hotel and the
anticipated net present value of the transaction to Marriott, among other factors. The diversity development
incentive program may be modified or discontinued at any time.
Except as otherwise noted, any incentives that you are entitled to receive under the above
development incentive program are personal to you, may not be combined, and will terminate and not
transfer in connection with a transfer of the hotel to a third party, a change in control, or other relicensing
transaction.
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ITEM 11
FRANCHISOR’S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS, AND TRAINING
Except as listed below, we are not required to provide you with any assistance.
Pre-Opening Assistance
Before your hotel opens for business as a Westin Hotel, we will:
(1) Make available to you the design and construction criteria and such other
information for planning, constructing, renovating, and furnishing your hotel and a list of specifications for
furniture, fixtures, and equipment (including computer hardware and software) and inventory supplies
(Franchise Agreement – Section 4.4). Please note that we do not claim, represent, or warrant that the criteria
comply with any applicable local, state, or federal laws, codes, ordinances, or regulations. You must pay
the entire cost of constructing or converting and equipping your hotel (Franchise Agreement – Exhibit C
(New Development) – Section 1.F; Exhibit C (Conversion) – Section 2.F). See Items 5, 7, and 8.
(2) Review the construction drawings and plans to assess compliance with the
standards (as defined below) (Franchise Agreement – Section 4.4.C). Please note that we do not review
your drawings and plans for compliance with any applicable local, state, or federal laws, codes, ordinances,
or regulations (Franchise Agreement – Section 4.4.D).
(3) Assess compliance with the standards periodically during the construction or
conversion of your hotel (Franchise Agreement – Exhibit C (New Development) – Section 1.G; Exhibit C
(Conversion) – Section 2.G).
(4) Provide input to assist you in procuring operating supplies or furniture, fixtures,
and equipment (Franchise Agreement – Section 5).
(5) Visit your hotel when you tell us construction or conversion is complete to ensure
that you have complied with the final plans, specifications, and standards and to determine if the hotel is
ready to open and operate under the system (Franchise Agreement – Exhibit C (New Development) –
Section 3; Exhibit C (Conversion) – Section 4).
(6) Provide hotel staff with on-site training or training tools necessary for operating
system hotels (Franchise Agreement – Section 9).
(7) Train your general manager and your hotel management team (see Item 5 and
below in this Item 11 for additional details regarding training) (Franchise Agreement – Section 9).
(8) Make available our manuals, procedures, systems, guides, programs (including our
quality assurance program), requirements, directives, specifications, design criteria, and such other
information and initiatives for operating hotels in the system (the “standards”) to you through our electronic
systems or in such other manner we deem appropriate (Franchise Agreement – Section 10.1). The standards
are confidential and are our property. We may change the standards at any time. We have included a
reference to certain standards and resources for your information at Exhibit K.
(9) If your hotel is structured so that it involves residential or condominium units, we

and our outside counsel will review the condominium declaration and other operational, maintenance, and
governance documents to assess compliance with our standards and criteria. We will also review all sales,
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advertising, and promotional materials to assess compliance with our standards and criteria. You must
obtain our approval of all such materials prior to the commencement of any sales activities. We will not,
however, provide you with any advertising or marketing materials related to the sale of the condominium
or residential units.
Site Selection, Construction, and Opening Assistance
Generally, we do not participate in your selection of a site for your hotel or assist you in the
negotiation of a purchase or lease agreement with respect to the site. When you submit an application for
a franchise, you must identify the site you propose. We will review the site for its general location, size,
visibility, accessibility, relationship to customer generators, and competitive environment. If we do not
authorize the site you have selected, we will not approve your application.
We will generally allow you 15 months from the date we approve your application for new
development to begin construction of the hotel. We expect the hotel to be open for business between 18
and 24 months from the date you begin construction (Franchise Agreement – Exhibit A – Items 13 and 14;
Exhibit C (New Development) – Sections 1.A and 1.B; Exhibit C (Conversion) – Sections 2.A and 2.B).
The total length of time that it actually takes to open your hotel as a Westin Hotel may be affected
by a number of factors, including the size of the project, local building conditions, and other construction
variables, such as the ability to obtain financing, the requirements of local government authorities, weather
conditions, shortages of materials, and delays in installation of equipment, furnishings, and signs.
Post-Opening Assistance
During the operation of the franchised business, we will:
(1) Make representatives available at our designated offices or at your hotel to consult
with you about the design and operation of your hotel (Franchise Agreement – Section 9.2).
(2) Make available to you certain electronic systems, including a reservation system
(Franchise Agreement – Section 7.2; Electronic Systems License Agreement). We may suspend your hotel
from the reservation system during any period in which you are in default of your franchise agreement
obligations (Franchise Agreement – Section 19.3).
(3) Take all steps reasonably necessary to preserve and protect the ownership and
validity of the Proprietary Marks in the United States, except for those that we determine cannot or should
not be maintained (Franchise Agreement – Section 11.1.A.2); and indemnify you against claims that your
proper use of the Proprietary Marks infringes the rights of any third party unrelated to you if you satisfy
certain conditions (Franchise Agreement – Section 11.1.B).
(4) Make our standards available to you (Franchise Agreement – Section 10). As
discussed above, our standards are subject to change at any time.
(5) Offer certain training programs for the hotel’s or your management personnel
(Franchise Agreement – Section 9.1). We may charge tuition, fees, or reimbursements for some or all of
these training programs (Franchise Agreement – Sections 3.3 and 9.1).
(6) Provide for an association of system franchisees, who are in compliance with
certain membership requirements, to consider and make recommendations on matters relating to the
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operation of the system (Franchise Agreement – Section 10.3). Franchisees of Westin Hotels and we are
members of the association, together with franchisees of other full-service Company Brand Hotels.
(7) Direct the Marketing Fund activities, including the placement and allocation of
such funds (Franchise Agreement – Sections 3.7.B and 6.2).
(8) Review your plans for upgrading and remodeling the hotel for the limited purpose
of assessing compliance with the standards and any applicable property improvement plan (Franchise
Agreement – Section 4.4.C).
Marketing and Advertising
We administer a marketing fund (the “Marketing Fund”) for advertising, sales and marketing,
promotional programs, and research for Westin Hotels in the United States and Canada.
You must pay to us a Marketing Fund Contribution in an amount equal to 1.325% of gross room
sales for the previous month, which will be charged as part of the Program Services Contribution (Franchise
Agreement – Section 3.7.B; Exhibit A – Item 12). All sums we receive under the Marketing Fund are
deposited in an account under our control and may be commingled with other funds (Franchise Agreement
– Section 3.7.E). We may change the allocation and amount of the Marketing Fund Contribution, and you
will be bound by any such change (Franchise Agreement – Section 3.7.B). All franchisees contribute to
the Marketing Fund, but the contribution amounts and rates may vary. Westin Hotels operated by us and
our affiliates are generally required to contribute to the Marketing Fund, but may not be required to do so
on the same basis as franchisees.
We administer the Marketing Fund for hotels located in the United States and Canada together.
We have the right to: (i) merge or operate separate Marketing Funds for hotels located in the United States
and Canada; (ii) combine the Marketing Fund with marketing funds operated on behalf of hotels located in
other regions or countries; (iii) merge or operate the Marketing Fund together with other Company Brand
marketing funds; (iv) discontinue the Marketing Fund or Marketing Fund Activities (as defined below);
and (v) establish other methods of funding Marketing Fund Activities (Franchise Agreement –
Sections 3.7.B and 6.2.B). We also have the right to pool monies from various Company Brand marketing
funds to engage in multi-brand marketing activities. Participating Company Brands and Company Brand
Hotels may not benefit on a pro-rata basis from such activities. The Marketing Fund is not required to be
audited. At your request, we will provide to you an accounting of Marketing Fund revenues and
expenditures for any fiscal year if such request is made between 90 and 180 days after the end of such fiscal
year (Franchise Agreement – Section 3.7.E).
In 2022, including both managed and franchised hotels, monies spent from the Marketing Fund
were allocated to the following categories: 91% to generate awareness, trial and loyalty (including: 6% for
global marketing development and execution of the marketing plan and strategies through all marketing
channels; and 85% for marketing programs – advertising, public relations, collateral, and promotions); 3%
on strategic planning and product positioning (including global brand, consumer insights and research, and
guest tracking); 4% to drive and capture demand through sales and channels (including global sales,
planning and services, digital, and continent sales and marketing management); and none on distribution
and revenue management strategies (global distribution strategy and revenue management).
The cost of administering the Marketing Fund (including finance, accounting, human resource
management, and data security and privacy expenses) totaled approximately 2% of the monies spent from
the Marketing Fund in 2022. Each of the categories of expenditures of the Marketing Fund described above
includes an allocation for all or a portion of the salaries of personnel involved in the production and
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provision of the services related to such category. For example, the salaries of personnel responsible for
the development, execution, and management of the marketing plan and strategies are allocated to the global
marketing category. Primary factors used in determining the portion of a person’s salary allocated to the
Marketing Fund include the amount of time spent by such person performing services related to Marketing
Fund Activities relative to the Marketing Funds of other Company Brands and other services performed by
such person, the dollar amount of gross room sales for the brand relative to other Marriott Brands, and/or
the number of booked room nights of the brand relative to the other Marriott Brands.
Marketing Fund monies may be used by us to cover the cost of various activities and programs for
Westin Hotels, including: brand communication; brand strategy and brand development activities; the
creation, production, placement and distribution of advertising, marketing, promotional, sales and public
relations concepts, press releases, materials, plans, programs, brochures, or other information to be released
to the public, whether in paper, digital or electronic, or in any other form of media; advertising, marketing,
promotional, public relations, inventory management, programs, sponsorships, seminars and other sales
activities; market research and oversight and management of the guest satisfaction program and loyalty
programs; the development and maintenance of Company Brand websites, mobile applications, browser-
based applications, and other advertising and marketing technologies, including enhancements and
upgrades to these technologies, and cybersecurity, privacy, and data management measures; and the
retention or employment of personnel, advertising agencies, marketing consultants, and other professionals
to assist in the development, implementation and administration of any such activities (collectively,
“Marketing Fund Activities”) (Franchise Agreement – Section 6.2.A). The activities and content that are
supported by the Marketing Fund will change from time to time as determined by us, but no monies will be
used to solicit the sale of franchises. Marketing Fund monies may be used to pay all costs, including
administrative costs, salaries and overhead, and collection and accounting costs, incurred by us for the
Marketing Fund and the Marketing Fund Activities (Franchise Agreement – Section 3.7.E). We may make
loans to the Marketing Fund and use contributions to the Marketing Fund to repay such loans plus interest
(Franchise Agreement – Section 3.7.E). We may commingle monies in the Marketing Fund with other
monies and do not hold the monies in the Marketing Fund as a trustee or as a trust fund. We have no
fiduciary duty to you for the Marketing Fund (Franchise Agreement – Section 3.7.E).
We may advertise and market Westin Hotels through one or a combination of the following
channels: broadcast media (including television and radio), digital media (including search engines, web
banners, mobile channels, social media networks, mobile applications, browser-based applications, and
online listings), print media (including newspapers, magazines, and marketing collateral), “out-of-home”
advertising (including airport, in-flight, and transit billboards), public relations activities, content
marketing, events, and sponsorships and partnerships. We may use our in-house department or an
advertising agency to develop our advertising and marketing communications. Our media coverage may
be on a local, regional, national, or international level.
We or our designee will direct all advertising, promotional, and public relations programs and
activities of the Marketing Fund using our discretion over the concepts, materials, and media used in the
programs and activities and the placement and allocation. The advertising and marketing activities
supported by the Marketing Fund are intended to promote general public recognition of the Westin brand
and use of the system, and we have no obligation to ensure that any particular hotel, including your hotel,
benefits from Marketing Fund Activities on a pro-rata or other basis or that your hotel will benefit from the
Marketing Fund Activities proportionate to your contribution (Franchise Agreement – Section 3.7.D). We
may use the Marketing Fund for purposes that benefit or include Westin Hotels as a whole, certain groups
of Westin Hotels, and other Company Brands in addition to Westin Hotels (Franchise Agreement – Section
3.7.D), and we may allocate the cost of such advertising and marketing activities among the marketing
funds of the participating Company Brands (including the Marketing Fund) as we determine.
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Given the inherent degree of variability in forecasting contributions to and expenditures from the
Marketing Fund and the impact of currency exchange rates, it is not uncommon for contributions to be more
or less than expenditures in any year. For years in which contributions to the Marketing Fund are more
than expenditures from the Marketing Fund, any amount not used in that year will be carried over to and
spent in subsequent years. If contributions to the Marketing Fund are less than expenditures from the
Marketing Fund in any year, we may, but are not obligated to, make a loan to the Marketing Fund to cover
the shortfall. In such case, we would treat the loan (and any interest thereon) as a receivable to be repaid
from the amounts allocated to the Marketing Fund by the Program Services Contribution in future years,
after deducting such future years’ Marketing Fund expenditures.
You are responsible at your own expense for undertaking local advertising, marketing, promotional,
sales, and public relations programs and activities for your hotel in accordance with such standards and
specifications as we may develop (Franchise Agreement – Section 6.1.A). You must use signs and other
marketing materials only in the places and manner approved or required by us and in accordance with the
standards and applicable law. You must deliver samples of marketing materials not provided by us and
obtain prior approval from us before any use. If we withdraw our approval, you must promptly stop using
such materials. Any marketing materials developed by you may be used or modified by other Company
Brand Hotels without compensation to you (Franchise Agreement – Section 6.1.B). You must conduct an
opening advertising and marketing campaign that complies with our standards (Franchise Agreement –
Exhibit C (New Development) – Section 5; Exhibit C (Conversion) – Section 6).
We have a council composed of franchisees, our brand managers, and market representatives that
provides suggestions and advice concerning the Marketing Fund and to which we present information
regarding current and future Marketing Fund expenditures. We choose the members of the council to
represent a variety of franchisee interests and skills. The role of the council is purely advisory, and the
council does not have the power to make decisions regarding the Marketing Fund or Marketing Fund
Activities. We have the power to change or dissolve the council.
We may provide, and you must participate in (at your cost), sales and marketing programs and
activities that are not funded by the Marketing Fund, such as email marketing, internet search engine
marketing, transaction-based paid media programs, sales lead referrals and bookings, cooperative
advertising programs, travel agency programs, incentive awards, gift cards, guest satisfaction programs,
complaint resolution programs, and loyalty programs. These programs may vary in duration, apply on a
local, regional, national, international, or category basis, or include other Company Brand Hotels (Franchise
Agreement – Section 6.3). We do not have any local or regional cooperative advertising programs in which
franchisees must participate. We reserve the right to form, change, dissolve, or merge cooperatives at any
time.
We also anticipate developing local, regional, national, international, or category sales and
marketing programs and initiatives where your participation is encouraged, but not required. If such a
program or initiative is developed, franchisees will be notified by email or by other means prior to the
commencement date of the program or initiative. Some of these programs or initiatives will require you to
“opt out” of the program or initiative if you do not wish to participate. The notice announcing the program
or initiative will also include instructions on how to opt out of participation in the program or initiative. If
you do not comply with the opt out procedures by the date set forth in the notification, you must participate
in the program or initiative and will be responsible for paying the costs associated with such program, which
will be reasonably allocated by us among participating hotels.
You must maintain a portfolio of professionally-rendered, high resolution photographs of your

Westin Hotel in accordance with the standards. The photographs must be captured and processed by an
approved professional photographer. The photographs must be no more than five years old. Westin Hotels
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converting to the Westin Hotel system and newly renovated hotels must complete a photo shoot within
60 days after conversion or completion of the renovation, as applicable. The cost of a new portfolio of
20 photographs is estimated to be at least $15,000.
If your hotel is structured so that it involves residential or condominium units, we will not provide
you with any advertising or marketing materials related to the sale of the residential or condominium units
and will not have a separate marketing fund or program for such units.
Heavenly Spas do not have a separate spa marketing fund or program. Most of your spa marketing
will be local in scope. We may in the future initiate a spa marketing program and require payment of a Spa
Marketing Fee or other service charge specific to Heavenly Spas.
Marriott Sales Organizations
We have established organizations that provide sales and support services to Company Brand
Hotels in certain markets, including the Global Sales Organization (“GSO”), area sales organizations, group
sales organizations, and field sales organizations (the “Marriott Sales Organizations”). Participation in the
GSO is mandatory. Participation in the other Marriott Sales Organizations is generally optional, and you
must pay our then-current charges for leads that you accept (see Item 6). The service agreements for the
Marriott Sales Organizations are attached in Exhibit L. We may establish new sales organizations, or merge
or discontinue existing sales organizations at any time.
Computer System Requirements
Except for any item designated as optional, you must purchase, lease, or license from us or our
designee, and use in your hotel, the following computer systems, software, and applications, and pay the
charges specified below, which include your share of the costs for developing, maintaining, updating,
upgrading, and supporting such systems and software:
(1) Property Management System. LightSpeed is the property management system

currently required for Westin Hotels. It is used for front office, back-of-the-house, and other hotel
operations. The cost to implement LightSpeed for a typical 250-guestroom Westin Hotel is estimated to
range from approximately $106,000 to $198,000. The ongoing cost of LightSpeed is covered by the
Program Services Contribution. The costs to implement LightSpeed described above include the cost of
hardware, software, and installation. The estimates do not include, and you must reimburse us for, all of
the travel, meal, and lodging expenses we incur in connection with sending training and installation staff to
your hotel. Your costs may differ significantly from these estimates depending on the number of
guestrooms and interfaces at your hotel and any optional hardware or additional services you
choose. Optional LightSpeed training classes may be made available on an annual basis for an additional
cost. LightSpeed servers must be updated or replaced every four years, or as needed to meet evolving
application requirements.
We will replace the current approved property management system with another property
management system to be designated by us. The cost to implement a new or replacement property
management system is not yet known. It may meet or exceed the cost to implement the current designated
property management system.
(2) Consolidated Inventory and Total Yield (“CI/TY”). CI/TY is a required web-based
sales and services system. CI handles account, contact, and opportunity/lead management, as well as
property sales, event space inventory, and event management. TY applies revenue management techniques
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to group business for guestrooms and function space. The cost to implement CI/TY is approximately
$27,000 and is payable to us. The ongoing cost of CI/TY is covered by the Program Services Contribution.
(3) Guest Experience Platform. EMPOWER: Guest Experiences software (“GxP”) and
EMPOWER: Guest Experiences Reservations Add-On License are required as part of Marriott’s guest
experience platform. GxP is a cloud-based software that enables hotels to track and process mobile guest
service requests and chats, as well as pre-arrival planning and guest complaints. The software also tracks
guests’ preferences during their stays at Company Brand Hotels and makes such information available to
your hotel. The EMPOWER: Guest Experiences Reservations Add-On License allows hotels to identify
guests and access guest profiles, perform reservation tasks (such as loyalty program redemption stays),
interact with limited group and inventory functions, and track and resolve customer complaints. It is
required for hotels that have on-property reservations agents. The Program Services Contribution covers
the ongoing cost of the minimum number of GxP licenses required under the standards and the cost of
Marriott support. You must pay our then-current fee for additional licenses, presently $454 for a set of
15 additional licenses. The cost of the EMPOWER: Guest Experiences Reservations Add-On License is
approximately $550 per year per reservations agent at the hotel, and is not covered by the Program Services
Contribution. Supplemental software licenses, including EMPOWER/Sales (ARM), may be available at
an additional charge.
(4) Point-of-Sale (“POS”) System. The POS system integrates with the property
management system and is used for food and beverage, retail, spa, golf, and other sales outlets at your hotel.
You must use the POS system that we designate. Installation and training for the POS system will be
performed by our approved vendor at your cost. The cost to implement the POS system is estimated to
range from approximately $40,000 to $130,000 for a typical Westin Hotel with three to five workstations.
The ongoing Marriott maintenance and support fees are covered by the Program Services Contribution.
You must pay an additional charge of $17 to $30 per month per POS workstation at the hotel, which includes
the cost of patching services relating to the POS system. Additional ongoing software and hardware support
fees for the POS system will be charged directly by our approved vendor. The fees consist of an annual
software hosting fee of approximately $710 per hotel plus $265 per software license, and an annual software
support fee of approximately $1,420 per hotel plus $133 per software license. The annual hardware support
fee (recommended) is estimated to be approximately 15% of the cost to purchase the POS system hardware.
The estimated third-party costs associated with the POS system are provided to us by our vendors, and are
subject to change. Add-on services may be available at an additional cost.
(5) Reservation System and Yield Management System. MARSHA is the reservation
system currently required for Westin Hotels. MARSHA assists with reservations, check-in, charge posting,
accounts receivable, night audit, check-out, housekeeping, and guest history. One Yield is the yield
management system currently required for Westin Hotels. One Yield is a web-based guestroom inventory
management system that provides forecasting tools and makes inventory recommendations. MARSHA and
One Yield interface with your hotel’s property management system. The ongoing costs of MARSHA and
One Yield are covered by the Program Services Contribution.
We will replace the current approved reservation system and related technology
infrastructure and platforms described in Item 11. The cost to implement or replace the current approved
reservation system and related technology infrastructure platforms, as well as the ongoing cost to maintain
and upgrade these systems and platforms, it not yet known. These costs may meet or exceed the estimates
provided in this Item 11. The new technology systems and platforms may be cloud-based in nature.
(6) Marriott Communications Network (“MCN”) and Property Network Standards. In

order to connect to business applications and services that are hosted off-property, a connection to the MCN
is required. MCN provides a secure communications connection between our router installed at your hotel
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and Marriott data centers that host the business applications. Any devices on Marriott’s networks must:
(i) satisfy Marriott’s security, patching, and monitoring requirements; and (ii) have the ability to receive
and implement security and other information patches from the Marriott network. You are strongly
encouraged to use Marriott-approved providers for network services at the hotel to carry this traffic. The
bandwidth requirements increase based on the number of optional services subscribed to by the hotel and
the number of users of those applications, which can drive the need for more MCN connection capacity
over time. Hotel-specific bandwidth recommendations are available from your internet network provider
(also known as an LSP or LAN service provider). You are strongly encouraged to provide a secondary
MCN connection (either landline or business) to carry the business traffic should the primary MCN
connection fail. The cost to implement MCN is payable directly to third-party vendors. The ongoing
Marriott support charge for MCN is covered by the Program Services Contribution.
An on-property Wi-Fi network for the benefit of the hotel and guests is also required. The
estimated cost to implement a Wi-Fi network meeting our standards ranges from approximately $650 to
$1,000 per guestroom. The ongoing cost of the Wi-Fi network is estimated to be approximately $2.50 to
$8.50 per month per guestroom. These amounts are payable directly to approved third-party vendors. We
may require the Wi-Fi network to be upgraded or replaced every three to five years. Additional fiber optic
networking and cellular augmentation (e.g., distributed antenna systems) are available from third-party
vendors at an additional cost, and may be required in certain circumstances.
(7) Continent Field Support. All devices connected to the MCN must be enrolled in the
Continent Field Support program. Continent Field Support provides hotels with a centralized point of
contact for support relating to the MCN, PMS, POS, and other required systems and infrastructure. The
cost of Continent Field Support is $7.34 to $9.50 per month per device. The Program Services Contribution
covers the cost of Continent Field Support for approximately 12 devices.
(8) Digital Guest Services. This application allows guests to use mobile devices (phones and
tablets) and web browsers to check-in, check-out, receive room ready alerts, and place service requests.
The cost to implement Digital Guest Services is approximately $2,000. The ongoing cost of Digital Guest
Services is covered by the Program Services Contribution.
(9) Digital Food & Beverage Services. This optional application allows guests to use mobile
devices (phones and tablets) to place orders for pick-up and delivery at the hotel’s food and beverage outlets.
The cost of a Digital Food & Beverage Services application varies depending on whether the application is
integrated into the hotel’s POS system. The cost to implement a Digital Food & Beverage Services
application that is integrated to the POS system is approximately $4,000 to $6,000 per revenue center,
which includes the cost of a point of sale license and one year of support. The ongoing cost of a Digital
Food & Beverage Services application that is integrated to the POS system is approximately $2,200 to
$3,500 per revenue center per year, depending on the number of guestrooms at the hotel. A non-integrated
version of the Digital Food & Beverage Services application is also available. The cost to implement the
non-integrated version of the Digital Food & Beverage Services application is approximately $1,440 per
revenue center. The ongoing cost of the non-integrated Digital Food & Beverage Services application is
approximately $1,440 per revenue center per year. Additional costs may apply if the hotel has multiple
revenue centers processing food and beverage outlet orders. These amounts are payable to third parties.
Optional enhancements to Digital Food & Beverage Services and add-on programs and services, such as
credit card processing services and a table/amenity reservation and management platform, are available at
an additional cost.
(10) Hotel Lock System. You must implement an electronic lock system for the hotel’s
guestrooms that meets our standards, which may be a cloud-based or hardware-based system. The cost to
implement a new lock system is estimated to range from approximately $250 to $275 per guestroom lock
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(excluding the cost of cover plates and custom strikes) plus $12,500 to $18,500 for the infrastructure to
support the lock system, which includes the cost of dedicated servers (if any) and other hardware,
installation, training, and vendor management costs. The ongoing Marriott support cost for the lock system
will range from approximately $8 to $11 per guestroom per year for software and support, which is payable
to us. To the extent your lock system is hardware-based, you must periodically update lock system server(s)
at a cost ranging from approximately $1,900 to $3,000 per year. We or our approved vendors may require
all system hotels to transition to a cloud-based lock system in the future. The cost to transition from a
hardware-based lock system to a cloud-based lock system is not yet known but may range from
approximately $3,500 to $5,000 per hotel plus $10 to $15 per lock. Costs may vary significantly depending
on the current guestroom locks and support infrastructure installed at the hotel and the specifications of the
new lock system that you implement. The ongoing third-party costs associated with a cloud-based lock
system are not yet known.
(11) Digital Self-Service Solution. Hotels will have the option of acquiring a digital self-
service solution that allows guests to check-in digitally at the hotel without queuing at the front desk. The
cost to purchase and install a digital self-service solution is approximately $5,700 to $8,000 per device,
including a $1,000 implementation fee payable to us. The ongoing cost of the digital self-service solution
is $469 per device per year for vendor support plus $600 to $1,000 per device per year for Marriott support.
(12) Mobile Device and Application Management and Mobile Application Access. This
program allows authorized users to access their Marriott email accounts and certain other Marriott
applications on mobile devices. The cost of the program ranges from $9 to $10 per device per month and
is payable to us.
(13) Guestroom Entertainment Platform (“GRE Platform”). This platform allows Westin
Hotels to provide an at-home television viewing experience to guests and consists of a set-top box for each
guestroom television and access to approved entertainment applications (such as Hulu and Netflix). The
cost to implement a GRE Platform is approximately $23,500, plus $220 per guestroom. The ongoing cost
of the GRE Platform is estimated to range from approximately $7 to $9 per guestroom per month. We will
control the content delivered to guests through the GRE Platform and other media systems at the hotel and
we may derive revenue from such activities.
(14) Lobby PC. You must maintain one or more computer kiosks in a public area for guest
use. The average cost of a computer kiosk with a printer is approximately $2,500, and the annual cost for
hardware and software support is approximately $600.
(15) Associate Alert Devices. You are solely responsible for implementing a security policy
for the hotel. The security policy must include associate alert devices with geolocation capabilities that
allow staff to summon assistance in the event of an emergency. A device must be provided to each staff
member that is regularly in contact with guests in enclosed spaces. The cost to implement the associate
alert device program is approximately $20,500 to $26,000, including a $283 implementation fee payable to
us. The ongoing cost of the associate alert device program is approximately $1.50 per guestroom and public
space per month for vendor support.
(16) Meeting Services Application (“MSA”). This browser-based application allows service
associates and meeting planners to plan and coordinate service requests and deliveries related to meetings
in real time. The cost to implement MSA is $5.49 per guestroom and is payable to us. The ongoing cost
of MSA is covered by the Program Services Contribution.
(17) EV Charging Stations. Hotels have the option of installing electric vehicle (EV) charging
stations at Company Brand Hotels. If you choose to install EV charging stations, the stations must comply
with our standards. We cannot estimate the initial and ongoing costs of compliant EV charging stations, as
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costs will vary significantly depending on the number and type of charging devices you choose to install
and the existing electronic infrastructure at the hotel.
(18) Global Recipe Database. This software application allows users to control recipe
creation, components, costing, sharing, and scaling. The cost of Global Recipe Database is $1,000 per year
for the software license and is payable to our vendor, BirchStreet Systems. In addition, you must pay to us
an annual maintenance charge of $1.00 per guestroom (not to exceed $800 per year).
(19) Intranet Website. Marriott Global Source (“MGS”) is an intranet website available
through the Marriott network or by the Internet. MGS contains information such as standards, Marriott
communications, and quality assurance information. The ongoing usage and support cost for MGS is
covered by the Program Services Contribution.
(20) Information Security Managed Detection and Response Services. You must purchase
endpoint detection response software (“EDR”) and use a managed detection and response service (“MDR”)
to monitor endpoints for suspicious activity. The EDR and MDR must comply with our standards. If you
use our approved vendor, the Program Services Contribution will cover the cost of EDR and MDR for up
to 12 devices, and the cost for each additional device is currently $39 per device per year. If you choose to
use an alternate vendor, your costs may vary and you must provide us with periodic certifications that you
have obtained compliant EDR and MDR for every device at your hotel that accesses guest data.
(21) Residential Software (if applicable). If your hotel has a residential, condominium, or
multi-family component, you will be required to implement a computerized key control system and a
residential property management system. The cost for a computerized key control system is estimated to
range from $7,500 to $10,000 for installation, with an ongoing cost of approximately $500 per year. The
cost for a residential property management system is estimated to be approximately $2,200 per year. Pricing
for these systems will vary based on the systems you choose and the number of units at your project. You
may incur additional costs for installation and training. You must maintain an additional GxP license for
software specific to residential properties. The cost for an additional GxP license for your residential or
condominium component is estimated to be $980 per year and is payable to us.
(22) Spa Software (if applicable). If you elect and are approved by us to license a Heavenly
Spa for your Westin Hotel, you will be required to purchase Book-4-Time, or a similar spa software system
that we approve. Book-4-Time is a spa scheduling and management system that interfaces with the property
management system at your hotel. The cost of Book-4-Time ranges from $6,500 to $10,000 per year and
is paid directly to the vendor. Pricing is based on spa size and requirements and will include on-line
training. On-site training is available from the vendor at an additional expense.
Updates, Upgrades, and Replacements. You must obtain the computer and other electronic
systems, and related infrastructure, that we require. The systems and infrastructure must be maintained in
a secure and vendor-supportable state, in accordance with the standards. You must install and use the
updates, upgrades, and replacements to designated systems that we require. These systems are subject to
change based on changes to consumer preference, data privacy and security standards and regulations, and
vendor requirements. Each required system must be replaced at the end of its serviceable and secure life
(i.e., the last date that manufacturer is committed to support and provide software updates for the device),
and we or the vendor may require migration to cloud-based technologies in lieu of hardware-based
systems. There is no contractual limitation on the frequency or cost of your obligation to update, upgrade,
or replace electronic systems. You must execute an Electronic Systems License Agreement regarding
system hardware and software requirements. The form of such agreement is in Exhibit C. You must also
enter into any maintenance contracts with third-party vendors that we may require. We have no obligation
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to provide ongoing maintenance, repairs, upgrades, or updates to any of the systems, hardware, or software
you use. We may offer optional technology support, programs, and products at an additional cost.
PC Security and Management. All PCs that are connected to the Marriott network or that use
Marriott proprietary software and applications must comply with our standards and run our current
approved version of Microsoft Windows. The cost for hardware, software, and installation for a PC that
meets the standards is estimated to range from $1,200 to $2,500, depending on whether the PC is a desktop
or laptop. To support our security standards, certain software and support services and Forcepoint internet
content filtering are required for PCs connected to the Marriott network. You must pay to us a fee of $13.81
to $25.00 per PC per month (or $20.65 to $71.50 per Apple computer per month), plus $24.35 to $62.50
per server per month for security and management services for computers and servers that are on the
Marriott network or that access certain Marriott applications. If you require additional support, you must
pay our then-current fees, which may be computed on a per request ($4 to $235 per request) or hourly
(approximately $120 per hour) basis, depending on the service requested. Optional add-on services, such
as virtual desktop infrastructure, may be available at an additional cost.
Payment Processing and Tokenization.
(1) Payment Card Industry (“PCI”). You must comply with all rules and regulations
promulgated by the credit card companies and associations, including the current PCI data security
standards and our PCI compliance standards. You must install the updates and upgrades necessary to
comply with these rules, regulations, and standards and pay for the expenses associated with the upgrades
and updates, including training, equipment, and travel, meal, and lodging expenses.
(2) Payment Processing. You must accept the forms of payment we designate, implement
the payment solution we designate (which may include a centralized payment processing program), and use
chip and pin ready payment devices. The amount payable to us to implement a payment solution is
approximately $2,000. The cost to purchase a chip and pin ready payment device from our approved vendor
is estimated to range from approximately $260 to $925 per terminal device. In order to implement a chip
and pin payment processing system, you must also acquire a PC that complies with our standards, runs our
current approved version of Microsoft Windows, and is connected to the MCN. The cost to acquire a
compliant PC is estimated to be approximately $1,000.
In addition, any restaurants, bars, or lounges satisfying the food and beverage requirements
for the hotel may be required to implement a pay at table solution. In order to implement a pay-at-table
solution, the hotel must install an LSP firewall solution. The cost to implement an LSP solution ranges
from approximately $2,000 to $5,000 and the ongoing cost of the LSP solution is approximately $125 per
month. Except as otherwise noted, these amounts are payable to third parties.
You must also use our preferred providers in connection with processing credit cards,
including authorizations and settlements. The cost to implement a credit card processing solution is
approximately $79 per hotel and $99 per merchant ID issued to the hotel. Our preferred credit card
processing vendor charges a credit card gateway services fee of $0.047 per settlement transaction, our
current credit card acquiring service provider charges a fee of $0.01 per transaction, and the cost of credit
card validation will be approximately $0.04 to $0.08 per transaction (which may be payable to us or to an
approved vendor). These costs will vary depending on the gateway service provider used by your hotel and
the guest’s credit card service provider. We may support additional vendors in the future or implement
additional processes to comply with PCI security regulations or other security standards.
(3) Tokenization. Tokenization, the process of replacing credit card numbers with
indecipherable data, is a required part of our ongoing PCI compliance effort. All credit card data processed
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or transmitted on the Marriott network via any property-based system and terminal must be tokenized. The
cost to implement tokenization is $380 per device. The ongoing cost of tokenization is covered by the
Program Services Contribution.
Data. We have independent access to the system databases at your hotel. We own, and there are
no limitations on our right to access, the information and data you maintain utilizing such systems and
software, which will include information about guests, reservations, our loyalty programs, revenues, and
other business information related to hotel operations.
Training
We have established training programs for our franchisees and certain personnel who perform key
functions at the hotels. All required training must be completed to our satisfaction within the time periods
we designate, and verification of successful completion must be presented at our request. If you hire a
replacement for any personnel who must attend a training program, the replacement must successfully
complete the appropriate training program.
We have implemented a learning and development bundle that covers the cost of certain required
training programs, including the cost of the technology to deliver, provide access to, and track the progress
of training programs. The cost of the bundle ranges from approximately $11.60 to $12.80 per guestroom
per year. The cost of the learning and development bundle and the training programs it covers may be
merged, modified, discontinued, or otherwise changed at any time. We will not be the trustee of, and will
have no fiduciary duty to you for, the learning and development charge.
The following is a summary of required training programs, which are in addition to the initial pre-
opening and opening training and support described in Items 5 and 7. Optional programs may be available
at an additional cost. We reserve the right to modify the training requirements as needed. We may require
additional training programs and courses when systems and operating standards change. Upgrades to our
electronic systems may necessitate additional training. The subject matter, time required, location, and
costs are subject to periodic change. Amounts listed in the column entitled “Cost” include tuition and
materials, but do not include travel and living expenses of trainees, which must be paid by you.
TRAINING PROGRAMS
REQUIRED TRAINING PROVIDED BY MARRIOTT

SUBJECT HOURS OF HOURS OF LOCATION POSITION(S) COST WHEN REQUIRED
CLASS-ROOM ON-THE- (in USD)*
TRAINING JOB
TRAINING
Brand & Service Average of 10 to 16.5 None Varies All associates No additional Within 60 days of hire
Training hrs. for hourly charge (assumes
associates, virtual delivery
management level format)
associates, and
general managers
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Ethics + Integrity Average of: None Web-based All associates No additional Generally, within 120
Training 1.5 to 2 hrs. for charge (assumes days of hire, but may be
hourly associates, virtual delivery earlier if required by your
[Includes training 2.5 to 3 hrs. for format) jurisdiction; annual or bi-
for Culture and management level annual recertification as
Whole Hotel and associates, and required by your
Compliance] 3 to 3.5 hrs. for jurisdiction
general manager
Functional Average of 0.5 to 6.5 None Varies All operations No additional Within 30 to 60 days of
Operations hrs., based on role associates charge (assumes hire
Training virtual delivery
format)
[Includes
functional training
for Engineering,
F&B, Front Office,
Housekeeping,
Operations, Retail]
Administrative Average of 0.5 to 1.0 None Web-based All associates No additional Within 14 days of hire
Training hrs. for hourly charge (assumes
associates, general
managers
Electronic Systems 4 to 50 hrs., based on None Web-based All associates No additional New hotels: Complete
Training role charge (assumes prior to opening
virtual delivery
[Includes sales and format) Existing hotels with new
catering, hires: self-paced;
reservations, recommended within 60
revenue days of hire
management, front
office, marketing,
reporting, mobile,
and property data
systems training]
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Leadership Average of None Web-based Management No additional Within 6 months to 12
Development 8 to 16 hrs. for level associates charge (assumes months of hire
Training management level and above virtual delivery We expect to launch a
associates and 16 to format) new Leadership
32 hrs. for general Development program in
managers late 2023.
Loyalty Training Average of 0.5 to 1.0 None Web-based All associates No additional Within 30 days of hire
hrs. for hourly charge (assumes
associates, and
general managers
REQUIRED THIRD-PARTY TRAINING
SUBJECT HOURS OF HOURS OF LOCATION POSITION(S) COST WHEN REQUIRED

CLASS- ON-THE- (in USD)*
ROOM JOB
TRAINING TRAINING
Alcohol 4 hours None Online All managers Preferred vendor Within 3 months of
Awareness and associates is TiPS (Training hire; TiPS re-
Training serving for Intervention certification every 3
alcohol Procedure), years (annual re-
which charges certification for
$499 for new trainers)
trainer
certification, $79
annually for
TiPS trainer re-
certification; $40
per attendee for
training
materials and test
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Food Allergen 1 hour None Web-based Culinary Preferred vendor Within 60 days of hire
managers; also is AllerTrain,
recommended which charges $9
for associates per attendee.
who provide
food and
beverages
Food Safety 2 hours None Web-based All associates Preferred vendor Within 60 days of hire;
Certification who handle is ServSafe, recertification every 2
(Associates) food and/or which charges years. If you have an
machinery, $12 per person hourly associate with a
including food for an online management
and beverage course and exam certification, the 2-
receipt, through the year recertification
storage, Marriott training requirement is waived
preparation, portal
and delivery
Food Safety 8 hours None Web-based Food & Preferred vendor Within 60 days of hire;
Certification Beverage is ServSafe, recertification every 5
(Management)* Management which charges years
$143.20 per
person for an
online course
and exam
through the
Marriott training
portal
*The cost estimates above assume that attendees will enroll in the web-based versions of these training
programs. You must reimburse us for any travel, meal, lodging, and other expenses we incur to conduct in-
person training. These costs may range from $250 to $750 per attendee. You must pay for your designees’
costs to attend any required training programs. Cancellation fees may apply.
During years in which we hold a regional General Managers Conference, the general manager of
your hotel will be required to attend. During years in which we hold a continental General Manager and
Sales Leader Conference, the general manager and sales leaders of your hotel are encouraged to attend.
You must pay the costs for your hotel’s attendees, including a conference registration fee and any travel
and living expenses. Conference registration fees vary depending on the length and location of the
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conference. If required, you will be charged a conference registration fee even if your hotel’s general
manager does not attend the conference. The conference registration fee for the most recent regional
General Managers Conference was $2,500 for each hotel general manager and $4,000 for each above-
property attendee. The conference registration fee for the next continental General Manager and Sales
Leader Conference is expected to be $1,000 per attendee.
General manager brand immersions are required within the first six months of hire for all general
managers who are new to the brand. General manager brand immersions are created and delivered by the
global and continent brand teams and are typically offered in a cohort style session. Live programming
includes three days of immersive content that covers key topics to successfully lead the brand on-property.
The cost for your general manager to participate in brand immersions is $2,000 per person, plus travel and
living expenses, which must be paid by you. Immersions may be offered virtually if global business
conditions prohibit travel.
We have numerous leadership training programs that are held throughout the year and are available
to you on an optional basis. These training programs are intended to enhance personal and professional
development and include a learning content library, our core leadership series, and advanced leadership
programs with a focus on specific skills. For our advanced programs, there is a charge per participant
ranging from $1,000 to $10,000, not including travel and living expenses of trainees, which must be paid
by you.
New-to-Marriott franchisee executives must attend Executive Orientation at least 12 months prior
to the hotel’s opening date. You must pay our then-current fee for Executive Orientation. The cost of
Executive Orientation presently ranges from approximately $795 to $1,095 per person.
If you desire to operate a hotel but we determine that you are not qualified to operate a system hotel
without additional training, you must participate in the Franchisee Introduction to Marriott program
(“FITM”) for new-build hotels or the FITM-R program for existing Company Brand Hotels. FITM and
FITM-R include executive level in-person meetings and self-paced, web-based training on the use of
Marriott programs, systems, and services. You must pay our then-current enrollment fee, presently
$60,000. Alternately, if we determine that you are qualified to operate a hotel, but are unfamiliar with the
system, we may require you to participate in the Franchisee OnBoarding for New Development program
(“FOND”) for new build-hotels or the API program for existing Company Brand Hotels, through which we
provide additional self-paced, web-based training on the use of Marriott programs, systems, and services.
You must pay our then-current enrollment fee, presently $20,000. The ranges above exclude, and you must
pay for the cost of, travel, meal and lodging expenses incurred by you and your designated attendees to
complete training programs that are not conducted on site, such as Executive Orientation, FITM, and
FOND.
Franchisees that participate in FITM, FOND, FITM-R, or API must also undergo one non-
accountable brand standard audit and, for a period of two years, participate in the Revenue Management
Advisory Services program, the Customer Engagement Center Property Support Services program, our
Digital Marketing program, and the sales programs we specify, at an additional cost. If you do not complete
these programs by the time frame specified by us, you may: (a) incur additional fees and charges; (b) be
required to retain an approved third-party management company to operate the hotel; and (c) be required
to take other action steps. There may be changes to the program and the cost.
If any hotel operated by you, your affiliate(s), or your management company is placed in the Red
Zone in any quality assurance tracking period, we may require you to participate in an Audit Program/GSS
Improvement program and pay our then-current fee, presently $20,000 for up to 10 participants, plus an
additional $10,000 for 11 to 20 participants. Designed to take place over approximately nine months, the
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Audit Program/GSS Improvement program will consist of additional training on brand standards, in-person
meetings and webinars, and non-accountable audits for each applicable Company Brand Hotel, at your
expense. If the training is not successfully completed, you will be required to hire a third-party management
company consented to by us to operate the hotels. The requirement to participate in the Audit Program/GSS
Improvement program is in addition to any other rights or remedies we may have under the franchise
agreements or applicable law.
Residential Training (if applicable)

If your hotel has a residential, condominium, or multi-family component, prior to opening such
units, your director of residences (residential leader) must attend a two-day residential on-boarding training
session. There is no charge per participant for this training, but you are responsible for your trainees’ travel
and living expenses. We estimate your costs will be $1,500, but may vary depending on the actual travel
costs and number of attendees. You may also choose to participate in our regional or global residential
training meetings, at your cost. For hotels with a multi-family component, you may be required to provide
additional, periodic training for your associates at an estimated cost of $250 per person per year. In addition,
you must pay a learning bundle charge of $4.60 to $5.10 per residential, condominium, or multi-family
rental unit per year.
Spa Training (if applicable)
Prior to opening your Heavenly Spa, you may be required to participate in up to three days of initial
spa training covering topics such as brand training, signature treatments and spa standards. The estimated
cost for this initial spa training ranges from $1,500 to $3,500 per day, plus travel, meal, and lodging
expenses. You may also be required to coordinate directly with our vendor partners to schedule additional
training for your spa personnel on vendor-specific products and treatments. Typically, there is no fee for
vendor training, but you may be required to reimburse the vendor directly for the trainer’s per diem costs,
including travel, meal, and lodging expenses. In addition to the initial training, you should expect to spend
approximately $2,000 per year for on-going spa training courses covering such topics as new brand
initiatives and new products and treatments, among others. The initial spa training and on-going training
may be provided by us, our product partners, or other third parties whom we designate. For all training
sessions, you must pay for your trainees’ and attendees’ salaries and benefits, and for their travel, meal, and
lodging expenses, along with the cost of any training materials that are provided. For all training sessions,
if you request our trainers to travel to a particular location or area to provide training, you must pay us the
then-current per day charges for those trainers and must reimburse us for those trainers’ actual and
reasonable travel, meal, and lodging expenses.
You must, before and after opening your Heavenly Spa, at no cost to us, conduct training for your
employees as may be required to train those employees properly to operate your spa in accordance with our
standards.
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ITEM 12
TERRITORY
Your franchise agreement will permit you to operate one hotel of a specific size at a specific site
selected by you and approved by us. You will not receive the right to acquire additional franchises at any
location. We and our affiliates have and retain the rights to, or license or franchise others to, develop,
promote, market, own, operate, lease, license, franchise, and/or manage other hotels, lodging products or
concepts or other business operations (including Westin hotels, other Company Brand Businesses, and
lodging products operating under the MVW Licensed Brands) at any location, including locations adjacent
or proximate to your hotel. These business operations may compete directly with, and adversely financially
impact the operation of, your hotel.
You will not receive an exclusive territory. You may face competition from other franchisees, from
outlets that we or our affiliates own, lease, manage, license, or franchise, or from other channels of
distribution or competitive brands that we or our affiliates control.
You may not be granted a territory, but if you are, it will be non-exclusive. Generally, a territory:
(i) will apply to Westin Hotels only; (ii) will apply for a duration of five years or less; (iii) will not apply to
any hotel that is existing or under development as of the date of the franchise agreement; (iv) will not apply
to any hotel or hotels that are members of a chain of hotels or a group of hotels (with a minimum of four
hotels in operation) that is acquired by, merged with, franchised by, or joined through a marketing
agreement with, us or one of our affiliates, or the operation of all or substantially all of such hotels is
transferred to us or one of our affiliates, even if any such hotel converts to a Westin Hotel; and (v) will not
apply to any residential or condominium products or other lodging product developed by us or one of our
affiliates (including products using our reservation channels, distribution channels, and loyalty programs).
Generally, you will not be granted a territory in connection with the residential, condominium, or multi-
family component of your hotel development project. If a territory is granted, specific terms for the grant
of a territory, the size of the geographic area, and its duration will depend upon the market in which the site
is located, and it will not include, either expressly or by implication, any right for you to develop additional
hotels at sites within the territory or to enlarge the hotel at the approved site. If you are granted a territory,
it may be defined as a radius around your hotel or delineated by streets, highways, or other geographical
boundaries. The continuation of your territorial rights, if any, will not be contingent on your hotel achieving
a particular sales volume or market penetration, but may be contingent on other factors such as the timely
commencement of construction and opening of your hotel.
The franchise agreement does not provide you with any options, rights of first refusal, or similar
rights to acquire additional franchises.
We may seek to resolve any conflict that arises between franchisees and us, or among franchisees,
or concerning territories, customers, or franchisor support, on a case-by-case basis. In doing so, we will
consider the rights and obligations of the parties under the applicable contracts.
We provide notice to Company Brand Hotel franchisees and owners of certain new development
and conversion projects for Company Brand Hotels as set forth in our Growth Administration Guidelines,
which are available on request. These guidelines currently provide notified owners and franchisees with
an opportunity to respond in writing regarding any concerns they may have with respect to the proposed
project, as well as an opportunity, if certain conditions are met, to request an independent impact study.
These guidelines are subject to change or elimination.
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You may face competition from other franchisees, from outlets that we or our affiliates own, lease,
manage, license, or franchise, or from other channels of distribution or competitive brands that we or our
affiliates control.
You may only solicit or accept reservations for your hotel through the means we designate or
approve in writing. We currently have distribution agreements and relationships with online distribution
channels including Expedia, Priceline.com, Booking.com, and Travel Ease. Access to your hotel’s
inventory by these channels is typically facilitated through a direct or third-party managed interface with
our designated reservation system. In certain circumstances, some of our contracts with online distribution
channels provide for access to hotel inventory through other means, such as by extranet. Franchisees may
elect to participate on the terms set forth in our distribution agreements or may negotiate their own
agreements with any online distribution channels as long as they are consistent with our designated best
rate guarantee policy (as described in Item 16) and other applicable standards (which include criteria for
approval of third-party distribution channels). If you elect to negotiate your own agreement with an online
distribution channel, we will be under no obligation to support your business relationship with that online
distribution channel, including by making available the use of our programs and systems such as our
designated property management system, CTAC, and our designated reservation system in connection with
the use of that channel. We prohibit franchisees from using certain online distribution channels and limit
the inventory franchisees may make available to customers through certain online distribution channels.
Our and our affiliates’ reservations, sales, and marketing personnel may market not only Westin
Hotels, but also any other Company Brand Businesses, MVW Licensed Brands lodging products, and any
other lodging products that become affiliated with us. They may use our reservation system, national and
regional sales offices, purchasing arrangements, marketing and training services, and corporate
headquarters personnel, and they may use all types and channels of distribution. Our representatives may
recommend to customers lodging products other than Westin Hotels based on their needs and desires for
location, availability of accommodations, level of services, amenities, and price.
We may establish other systems involving similar services or products, under different trademarks,
and may establish company-owned, managed or franchised businesses for those other systems, in the hotel’s
territory.
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ITEM 13
TRADEMARKS
We will give you the right under the franchise agreement to develop and operate a hotel under the
name “Westin” subject to compliance with our standards. You may also use other current or future
trademarks designated by us for the operation of your hotel. By “trademarks,” we mean trade names,
trademarks, service marks, logos, and other symbols used to identify your hotel, whether registered or
unregistered. We or our affiliates have registered the following principal trademarks on the Principal
Register of the United States Patent and Trademark Office:
MARK REG. NO. REG. DATE

WESTIN 4655616 16-Dec-2014
WESTIN 1320080 12-Feb-1985
WESTIN RESIDENCES 3339366 20-Nov-2007
WESTIN 5770817 04-Jun-2019
WESTIN RESIDENCES 5770818 04-Jun-2019
With respect to Heavenly Spas, we or our affiliates have registered the following principal
trademarks on the Principal Register of the United States Patent and Trademark Office:
MARK REG. NO. REG. DATE

HEAVENLY SPA BY WESTIN 4311863 02-Apr-2013
HEAVENLY SPA BY WESTIN LOGO 3559060 06-Jan-2009
HEAVENLY SPA BY WESTIN LOGO 3555351 30-Dec-2008
HEAVENLY SPA BY WESTIN LOGO W/ 4218005 02-Oct-2012
FEATHER
HEAVENLY 2757390 26-Aug-2003
We have filed all required affidavits.
We do not have a federal registration for some of our principal trademarks. Therefore, those
trademarks do not have as many legal benefits and rights as federally registered trademarks. If our right to
use a trademark is challenged, you may have to change to an alternative trademark, which may increase
your expenses. Once we obtain a federal registration, however, our rights derived from federal registration
of the trademark will be effective as of the filing date of the application.
You must identify your hotel using the name we designate, which we may change at our discretion.
We may develop additional trademarks for use in the operation of Westin Hotels, or we may withdraw or
substitute trademarks. You must modify or discontinue the use of a trademark or the hotel name at your
expense if we modify or discontinue it.
We have the right to use, and to license others to use, the trademarks listed in this Item 13, because
we either own those trademarks or have an agreement with an affiliate that owns those trademarks.
You may not use the words “Westin,” “Westin Hotels,” “Westin Residences,” “Heavenly Spa,”
“Heavenly,” or any other trademark or confusingly similar mark or name in your corporate, partnership, or
trade name, or in any other business or trade name, or otherwise in connection with any business activity
or venture. You are also prohibited from using our trademarks or any confusingly similar trademarks in any
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email address (except as we authorize), domain name, mobile application name, or any other electronic
identifier. In addition to any other rights or remedies available to us under the franchise agreement and
applicable law, we will charge a fee of $100 each day any email address, domain name, or application using
our marks is live, and we may limit your access to our reservation and distribution channels.
There are currently no effective material decisions of the United States Patent and Trademark
Office, the Trademark Trial and Appeal Board, the trademark administration of any state or any court, or
any pending infringement, opposition, or cancellation proceeding, or any pending material litigation,
involving the trademarks identified above. There are no agreements that materially limit our right to use
or license the use of the trademarks identified above.
You must notify us promptly in writing if you learn about an infringement of, or challenge to, your
use of our trademarks. You must cooperate fully in defending or settling any litigation against you that
involves the trademarks. If you are in compliance with the terms of the franchise agreement, we will
indemnify and defend you against all third-party claims that your use of our trademarks in accordance with
the terms of the franchise agreement infringes upon the rights of any other party; provided, however, that
you give us immediate written notice of any claim, permit us to have sole control over the defense and
settlement of the claim, and cooperate fully with us in defending or settling the claim. We will not be
obligated to indemnify or defend you (i) if you are in default under the franchise agreement when a claim
is made or become in default under the franchise agreement before the resolution of a claim; or (ii) if the
claim is based on a use of our trademark not authorized by the franchise agreement.
The franchise agreement requires us to protect the validity of our trademarks, except that we are
not required to maintain any registration of any trademark that we determine cannot or should not be
maintained. We may settle any dispute in any manner that we think appropriate, which may or may not
include filing suit against imitators or infringers.
We do not know of any superior prior rights or any infringing use that could materially affect your
use of our trademarks.
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ITEM 14
PATENTS, COPYRIGHTS, AND PROPRIETARY INFORMATION
We and our affiliates claim all rights and interests, including all copyright and patent rights, to the
information contained in the standards, as well as in any training or other materials or systems made
available to you. You do not own the rights to any materials or systems made available to you, but you
may use the proprietary information in our standards for the sole purpose of operating your Westin Hotel
under our franchise agreement. All information regarding the customers of the hotel (or residences, if
applicable), regardless of source, is proprietary to us.
Marriott’s designated property management system, reservation system, yield management system,
sales and catering system, intranet website, the standards, the guest satisfaction survey system, and all other
current or future information systems and marketing and management programs made available for your
use are proprietary to us, our affiliates, or our licensors. We and/or they claim all rights and interests,
including all copyright and patent rights, to these systems. There are no currently effective determinations
of the U.S. Copyright Office (Library of Congress), or of any court, nor are there any pending infringement,
opposition or cancellation proceedings or material litigation, involving any of the proprietary materials in
which we claim a copyright which are relevant to their use by our franchisees. There are no agreements
currently in effect which significantly limit our right to use or license the use of our copyrighted materials
in any manner material to your hotel, and we do not know of any infringing uses of our copyrighted
materials which could materially affect your use of the copyrighted materials.
We claim proprietary rights in, and you will have certain obligations to maintain the confidentiality
of, the following information (collectively, “Confidential Information”): all standards and documents
created for or approved for use in the Westin Hotel system or in the operation of the hotel or residences, as
applicable; the negotiated terms in your franchise agreement and related agreements; all software, including
data and information processed or stored using the software, and accompanying documentation; any
customer lists, or other customer information (including names, email addresses, postal addresses, phone
numbers, credit card numbers, preferences, etc.); information in our loyalty programs; and any other
confidential or proprietary information, knowledge, or know-how concerning the Westin Hotel system or
the operation of the hotel or residences, as applicable, that may be communicated or provided to you or of
which you may be apprised, by virtue of your ownership or operation of the hotel or residences, as
applicable. You must not, without our prior consent, copy, reproduce, or make available to anyone, or use
for any purpose other than operation of your hotel or residences, as applicable, any of the Confidential
Information. You may divulge Confidential Information only to your employees or agents who require
access to it to operate the hotel or residences, as applicable, only after they are advised that such information
is confidential and that they are obligated to maintain its confidentiality. The Confidential Information has
commercial value. We and our affiliates have taken reasonable measures to maintain its confidentiality.
Accordingly, the Confidential Information is proprietary and a trade secret of ours and our affiliates. Your
obligations to maintain the confidentiality of Confidential Information will extend beyond the expiration or
termination of the franchise agreement and you will be liable for any breaches of such obligations by your
employees and agents.
Confidential Information may exist in any medium including documents, computer files, voicemail,
email, and other digital media and oral information. “Personally Identifiable Information” is a special
category of Confidential Information that includes any information that can be associated with or traced to
an individual, such as the individual’s name, address, telephone number, email address, credit card
information, driver’s license number, passport number, or other similar specific factual information.
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You must implement reasonable security measures, including any and all security measures that
we require, to protect all computer systems and Confidential Information from loss, misuse and
unauthorized access, disclosure, alteration, and destruction. In addition, you must comply with all
applicable data protection laws pertaining to Personally Identifiable Information and rules and regulations
promulgated by the applicable credit card associations. In the event of an actual or suspected information
security incident or breach that could involve Personally Identifiable Information of guests at your hotel,
you must comply with all applicable data breach notification laws as well as our standards applicable to
such incident or breach. You must notify us when you become aware of any such incident or breach and
provide credit monitoring for impacted individuals in accordance with our standards. You will be required
to reimburse us for all costs incurred by us in connection with a security breach involving Personally
Identifiable Information of guests at your hotel.
You must notify us promptly in writing if you learn about unauthorized use of any proprietary
systems or Confidential Information. You must cooperate fully in defending or settling any litigation
against us or you that involves our proprietary systems or Confidential Information. We or our licensors
are not obligated to indemnify you against claims that your use of the proprietary systems or Confidential
Information under the terms of the franchise agreement infringes upon the patent or copyright rights of
others unless such an indemnity is provided by the third-party licensor of such system. We or our licensors
have the right to control any litigation and may settle any dispute in any manner that we think appropriate,
which may or may not include filing suit against unauthorized users of our proprietary systems or
Confidential Information.
We currently own the following patents pertaining to our business processes:
US Patent No. 8,321,286 “Methods and apparatuses for calculating an optimal revenue total yield
for both sleeping and function space in a hospitality establishment for a set of demands that includes both
group and transient demands.” The application for a yield management methods and apparatuses was filed
on February 29, 2004, and was granted on November 27, 2012.
US Patent No. 10,686,856 “System and methods for initiating a media streaming device,
particularly for devices associated with a guest services environment.” The application for a guestroom
entertainment platform was filed on October 12, 2016 and was granted on June 16, 2020.
US Patent No. 10,735,201 “Method and Apparatus for Key Printing.” The application relating to
a methodology and apparatus for printing guestroom key cards was filed on July 15, 2016 and was granted
on August 4, 2020.
US Patent No. 11,122,096 “Continuation Patent – System and Method for Hotel Multicast Services
Manager.” The application for a system and method allowing mobile devices to join a guest services
network was filed May 29, 2020 and was granted on September 14, 2021.
We reserve the right to file additional patent applications and to obtain patents for our business
processes in the future. Business processes related to the system are proprietary to us or our affiliates.
Therefore, you may not file a patent application for any of these processes.
If we decide to add, modify, or discontinue the use of an item or process covered by a patent or
copyright, you must do so, at your expense. We are not obligated to defend your use of these items or
processes.
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ITEM 15
OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION

OF THE FRANCHISE BUSINESS
We require franchisees to operate the hotel or to hire a management company consented to by us

(Franchise Agreement – Section 8.1). A general manager who has successfully completed our training
program must directly supervise the business on the premises. We require the general manager and other
managers to devote full time to the management and operation of the hotel.
We may determine that you are not qualified to operate your hotel. In making such determination
we will review, among other things, your managerial and operational experience, skills, capacity,
capabilities, and philosophy to determine whether, based on our experience as a franchisor, owner, and
operator of hotels, we believe you will be able to operate your hotel in accordance with the standards and
the franchise agreement. If we determine that you are not qualified to operate your hotel, you will be
required to hire a management company to operate your hotel. In certain circumstances, we may allow you
to participate in a franchise management training program. We may include certain provisions in your
franchise agreement that will require you to retain a third-party management company if you fail to meet
certain quality assurance requirements.
Even if we determine that you are qualified to operate your hotel, you may desire nonetheless to
hire a management company to operate your hotel. You must obtain our consent before you hire a proposed
management company to operate your hotel. We have the right to approve any new or replacement
management company and the right to review any management agreement between you and a management
company. The management agreement must be subject to the terms and provisions of the franchise
agreement.
We require you and any management company to enter into a Management Company
Acknowledgment substantially in the form included in Exhibit C. This agreement requires you and the
management company to, among other things, operate the hotel in conformity with the franchise agreement
and our standards, and to maintain the confidentiality of the Confidential Information described in Item 14.
We have the right to require you to replace the management company or terminate the franchise agreement
if the management company fails to operate the hotel in strict compliance with the franchise agreement.
We do not require the on-premises management company or general manager to have an equity
interest in the franchised business.
After a review of the financial information submitted with your application and a review of the
ownership structure of the proposed franchisee, the hotel, and the real property on which the hotel will sit,
we will determine guaranty requirements. If the franchisee is an entity, we may require the principals of
the entity to sign a guaranty of the franchisee’s obligations substantially in the form included in Exhibit C.
In certain limited instances, we will accept the guaranty of an entity with substantial net worth instead of
some or all of the principals of the franchisee. The primary determining factors will include: (i) the net
worth and liquidity of the proposed guarantor; (ii) the credit and operating history of the proposed guarantor;
and (iii) the debt structure applicable to the hotel. If you propose an entity to serve as the guarantor, you
must submit financial statements for that entity. If we send to you a written notice of default or if we or
our affiliates enter into any form of forbearance agreement with you, we may require you to provide a
guaranty from a party acceptable to us to cover all of your obligations under the franchise agreement and
related agreements.
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If you do not own the hotel, we generally require the owner of the hotel to enter into an Owner
Agreement substantially in the form included in Exhibit C.
If your hotel will be structured so that it involves residential, condominium, or multi-family units,
we will require that you maintain ownership and control of all components of the hotel necessary for hotel
management operations and may require you to maintain ownership and control of other facilities or
common areas of the project that are not required by law to be owned or controlled by the unit owners.
If the licensee under a residential marketing license agreement or a multi-family component license
agreement is an entity and not an individual, we generally require the principals of the entity to sign a
guaranty of the licensee’s obligations. In some cases, we will accept the guaranty of an entity with
substantial net worth instead of some or all of the principals of the licensee. The primary determining
factors will include: (i) the net worth and liquidity of the proposed guarantor; (ii) the credit and operating
history of the proposed guarantor; and (iii) the debt structure applicable to the project. If you propose an
entity to serve as the guarantor, you must submit financial statements for that entity.
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ITEM 16
RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL
You must offer all of the goods and services that we designate. Furthermore, you may offer only
those goods and services that we require or specifically allow. Except as provided below, you are
responsible for determining the price at which you offer your goods and services.
Our operating standards, including the types of goods and services required to be offered, are
subject to change. These changes may apply to all system hotels or certain categories of system hotels if
we determine that the market area or the special physical characteristics of the hotels make exceptions
appropriate.
You must use reasonable efforts to encourage and promote the use of Westin Hotels and refer
reservation requests that you cannot fulfill to other Westin Hotels or Company Brand Hotels.
You will not use any part of the hotel for any business other than operating a system hotel. You
will not use any part of the hotel or the system to divert business to any other business at or outside of the
hotel. You must not market, advertise, or promote at the hotel any business that we have not approved.
Specifically, your hotel must not be used to market or promote:
(i) Any lodging business, including advertising hotels, residences, vacation or

timeshare facilities or similar products used on a periodic basis, conference centers, or other lodging
products not operated under a trade name or trademark owned by us or any of our affiliates (including any
other hotel operated by you or in which you or one of your principals holds an interest); or
(ii) Any business or concession at the hotel, except as expressly permitted by us.
You must offer your inventory of rooms through the mandatory reservation and distribution
channels that we designate, such as: Marriott Worldwide Reservations; Marriott.com and such other
online/digital reservation and distribution channels as we may designate (which may be managed by us,
our affiliates, or third parties); the Global Distribution Systems (GDS)/DHISCO; travel agents, and travel
management companies. You may also offer your inventory of rooms through approved, non-mandatory
channels, such as third-party providers and online distribution channels. If your hotel has residential,
condominium, or multi-family units that participate in a rental program, such units may also be offered
through our designated reservation and distribution channels. Our arrangements with these reservation and
distribution channels are renegotiated periodically and may be modified or discontinued at any time.
You are responsible for setting your own prices and rates for the goods and services offered by
your hotel, except that we: (i) prohibit price-gouging at the hotel; (ii) require you to participate in our
associate rate discount program; (iii) may require you to provide discounted rates to members of our loyalty
programs; (iv) prohibit you from charging for certain goods or services that we require be provided on a
complimentary basis; (v) prohibit complimentary or reduced price guestrooms or food and beverage to
benefit any other business at or outside of the hotel; and (vi) prohibit certain types of surcharges, destination
fees, resort fees, and other similar fees, unless we determine that the fees are appropriate based on, among
other factors, the location of the hotel, the services offered by the hotel, and consumer sentiment regarding
the assessment of such fees. You may also be prohibited from charging certain fees by applicable law or
by consent orders entered into by us on behalf of system hotels. In addition, as discussed below, you must
distribute your inventory in a manner consistent with our designated best rate guarantee policy. We may,
from time to time, recommend or suggest prices or rates for the products and services you offer, including
in circumstances involving your participation in various sales or revenue management programs, account
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management programs, and/or other consulting services or promotions offered by us and our affiliates. Our
recommendations or suggestions concerning prices or rates are not mandatory, and you are ultimately
responsible for determining the prices or rates at which you offer your goods and services. If you participate
in such programs and promotions you must honor any price to which you commit. If we provide inventory
management or sales services to you, you will consign hotel inventory to us, we will act as your sales agent,
and you will retain all risk of loss for unsold or cheaply sold inventory. Nothing contained in the franchise
agreement or any other agreements required for participation in any programs or services described above
should be considered a representation or warranty by us that the use of such suggested or recommended
prices or rates, or inventory management or sales services will produce, increase, or optimize your profits.
You must comply with our policies regarding publishing rates and transmitting rates to us and other
reservation channels. You must comply with our designated best rate guarantee policy. This policy
provides that a hotel’s published room rates across all reservation channels should not be lower than its
published rates on Marriott.com, the Marriott Bonvoy Application, Marriott Worldwide Reservations,
Property Direct, and any other reservation channels owned or operated by Marriott or its affiliates (these
channels and any other channels that Marriott designates are collectively referred to as “Marriott Direct
Channels”). Our designated best rate guarantee policy also provides that, if a customer books a Company
Brand Hotel room through a Marriott Direct Channel and then finds a lower publicly available rate within
24 hours for the same hotel, room type, and dates on any non-Marriott Direct Channel, or with a travel
agency or travel management company, the hotel will match the lower rate and will either provide an
additional 25% off the room rate or issue loyalty program points to the customer, consistent with our then-
current policies. We monitor hotel compliance with this policy and will assess a non-compliance charge in
each instance where the hotel’s published room rate violates this policy. You must also reimburse us for
all costs, including audit costs and excess property reimbursements, we incur in connection with your non-
compliance. This policy is described in the standards and is subject to specific terms and conditions, which
we may change in our sole discretion.
We currently have distribution agreements and relationships with distribution channels including
Expedia, Priceline.com, Booking.com, Travel Ease, travel management companies, and tour operators,
among other channels. Access to your hotel’s inventory by these distribution channels may be facilitated
through a direct or third-party managed interface with our designated reservation system. In certain
circumstances, some of our contracts with distribution channels provide for access to hotel inventory
through other means, such as by extranet. Certain of these arrangements are mandatory, and franchisees
must participate on the terms set forth in our distribution agreements. If participation in a distribution
arrangement is optional, you may elect to participate on the terms set forth in our distribution agreement or
may negotiate your own agreement with the distribution channel so long as the agreement is consistent with
our designated best rate guarantee policy and other applicable standards (which include criteria for approval
of distribution channels). If you elect to negotiate your own agreement with a distribution channel, we will
be under no obligation to support your business relationship with that distribution channel, including by
making available the use of our programs and systems such as our designated reservation system, our
designated property management system, and CTAC in connection with the use of that channel. We
prohibit franchisees from using certain third-party distribution channels and limit the inventory of
guestroom nights franchisees may make available to customers through each distribution channel.
We also have arrangements with payment processing vendors such as American Express and
Alipay. You must participate on the terms set forth in our agreements with the payment processing vendors
and comply with our standards relating to payment processing (which may include standards for processing
chargebacks and resolving disputes). You must accept the forms of payment that we designate and refrain
from accepting forms of payment for which we have not established payment processing standards.
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You may not use any Confidential Information for any purpose other than to operate your Westin
Hotel, or as otherwise permitted by us. In addition, you may not sell, rent, trade, or otherwise provide any
Confidential Information to any third party for the third party’s use (see Item 14).
If your hotel will be structured so that it involves residential or condominium units, we will require
that any sale of units be subject to a number of requirements. These requirements may include, among
other things, compliance with applicable securities and real estate sales laws, your indemnification of us if
you violate those laws, mandatory furnishing of the units with furniture, fixtures, and equipment that meet
our standards for Westin Hotels, mandatory agreements for general maintenance of the units subject to our
standards, restrictions on the use of our trademarks and Confidential Information, limitations on the number
of units that may be sold to one person, participation of a certain number of units in the hotel’s guestroom
inventory on a regular basis, limitations on minimum rental periods, and mandatory reserves for capital
expenditures and renovations or replacements of required furniture, fixtures, and equipment at the hotel and
for units participating in the voluntary rental program.
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ITEM 17
RENEWAL, TERMINATION, TRANSFER, AND DISPUTE RESOLUTION
THE FRANCHISE RELATIONSHIP
This table lists certain important provisions of the franchise and related agreements. You should
read these provisions in the agreements attached to this disclosure document.
PROVISION SECTION IN SUMMARY1

FRANCHISE OR
OTHER
AGREEMENT
a. Length of the franchise term Section 2.1and Exhibit A Term typically ends on the 20th anniversary after
– Item 4 the date we authorize the hotel to open as a system
hotel. (However, depending on the particular
circumstances, we may require a term that ends
more or less than 20 years after the opening date of
the hotel.)
b. Renewal or extension of the term Section 2.2 The franchise agreement is not renewable, and you
should not have any expectation that you will be
granted any right to operate the hotel under our
brand after the expiration of the term.2
c. Requirements for franchisee to Not Applicable

renew or extend
d. Termination by franchisee Not Applicable3,4

(subject to applicable
state law)
e. Termination by franchisor Not Applicable4

without cause
f. Termination by franchisor with Sections 17.5.A and 19 We can terminate if (i) you fail to cure any curable
cause default or there exists any non-curable default (in
each case, as described below) or (ii) you or an
affiliate of yours sell(s) or lease(s) the hotel to, or
become(s), a Competitor, or you transfer your
interests in the agreement or any interest in you or
your affiliates to a Competitor.
g. “Cause” defined-curable defaults Section 19.2 You have 30 days to cure: failure to timely start and
complete construction/conversion,
renovation/repair, or open the hotel; failure to pay
amounts due; default of any other agreement(s)
entered into between us and you; if you or any
owner, officer, director, or employee is convicted of
a serious crime or is engaged in conduct that may
adversely affect the hotel, the system, any Company
Brand Hotel or us, and such person is not terminated
from its relationship with you; failure to comply
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FRANCHISE OR
OTHER
AGREEMENT
with the Standards; or any other breach of the
franchise agreement or other agreements between us
and you that is not listed in Section 19.1 (including,
without limitation, failure to procure and maintain
required insurance; failure to indemnify us; or
failure to comply with condemnation/casualty
provisions).
h. “Cause” defined-non-curable Sections 17.5.A.3, 19.1, Non-curable defaults: insolvency; bankruptcy;

defaults and 21 appointment of receiver, trustee or liquidator;
execution levied against you, the hotel or material
real or personal property; foreclosure; becoming, or
being under ownership or control of, a Restricted
Person; violation of applicable law; becoming or
being affiliated with a Competitor; transfers that do
not comply with Section 17; dissolution or
liquidation; loss of right to operate or possess the
hotel or default or termination under a lease;
cessation of operation as a System hotel;
underreporting three or more times in 24 months;
threat to public health or safety; failure to achieve
performance thresholds under our quality assurance
program; or disclosure of confidential information.
i. Franchisee’s obligations on Sections 19.4 and 20 Obligations include complete de-identification of

termination/non-renewal hotel; delivery to us of any intellectual property and
other materials relating to the operation of the hotel
under the System, including all customer
information, operating instructions, software and
accompanying documentation and other materials
provided by us; advising customers of the removal
of the hotel from the System in accordance with the
standards; compliance with the provisions of the
franchise agreement that survive termination; and
payment of all amounts due (including liquidated
damages if termination was due to your default and
any fees associated with removing the hotel from
the System).
j. Assignment of contract by Section 17.7 No restriction on our right to assign if transferee is

franchisor an affiliate of ours or has acquired substantially all
of our rights to the System and agrees to assume our
obligations to you under the franchise agreement
and is capable of performing those obligations.
k. “Transfer” by franchisee-defined Section 17.1 and Includes transfer of the franchise agreement or the
Exhibit B hotel or a transfer of any ownership interest in you
or in any entity that controls you.5
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FRANCHISE OR
OTHER
AGREEMENT
l. Franchisor approval of transfer by Sections 17.1 and 17.4 Transfers of the franchise agreement, the hotel, and
franchisee controlling ownership interests in you or your
control affiliate require our consent. Transfers of
passive investor interests in you and transfers to
affiliates generally do not require our consent if
certain requirements are met.
m. Conditions for franchisor Section 17.4 You must provide us with information about the
approval of transfer transferee and pay us the property improvement
plan fee. The transferee must submit an application,
pay us the application fee, satisfy our then-current
owner qualifications (including its interest holders
not having been convicted of a serious crime or
engaged in certain adverse conduct or been a party
to litigation with us), retain a qualified management
company, sign a new franchise agreement that will
require payment of the then-current fees and
upgrade of the hotel to our current standards. The
duration of such new franchise agreement will
expire on or after the last day of the existing
franchise agreement. You must pay all amounts
owed to us and sign a release. If we engage outside
counsel in connection with the transaction, we will
require that our outside counsel fees be paid. In
addition, the transferee must be in good financial
status, there must not be an uncured breach of the
franchise agreement and the hotel must be in good
standing under our quality assurance program. If the
transferee is a Competitor, we have certain
additional rights (see n. below).6
n. Franchisor’s right of first refusal Section 17.5 We have the right of first refusal to purchase or
to acquire franchisee’s business lease the hotel or acquire an ownership interest in
you if there is a proposed transfer of the hotel to a
Competitor or a proposed transfer of an ownership
interest in you or your control affiliate to a
Competitor.
o. Franchisor’s option to purchase Not Applicable (other

franchisee’s business than the right of first
refusal noted in n.
above)
p. Death or disability of franchisee Section 17.4.C Subject to general transfer provisions, the interest of
any deceased or mentally incompetent person may
be transferred if: (i) the transfer is effected within
12 months, and (ii) your obligations are satisfied
pending transfer.
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FRANCHISE OR
OTHER
AGREEMENT
q. Non-competition covenants Sections 8.4.B and 17.5 You may not use any part of the hotel to divert
during the term of the franchise business to or promote a different business. You or
your affiliates may not sell or lease the hotel to, or
become, a Competitor, or transfer any interest in
you or your affiliates to a Competitor, without our
prior approval, subject to our right of first refusal to
purchase the hotel. (These terms are subject to
applicable state law.)
r. Non-competition covenants after Sections 17.5 and 21.2 If the hotel is damaged due to a casualty resulting in
the franchise is terminated or a termination of the franchise agreement, and you or
expires your affiliates operate a replacement hotel or other
lodging product that is not a Company Brand Hotel
at the site during the original term of the franchise,
you must pay us liquidated damages. Under certain
termination circumstances, our right of first refusal
to purchase or lease the hotel will continue after
termination of the agreement. (These terms are
subject to applicable state law.)
s. Modification of the agreement Sections 3.4, 3.7.C, No modifications generally, but the franchise
6.2.B, 10.2, and 27.7 agreement permits modifications to the Program
Services Contribution, the Marketing Fund
Contribution, and the System, including the
Standards, as well as all of the fees listed herein,
with the exception of franchise fees.
t. Integration/merger clause Section 27.6 Only the terms and conditions of the franchise
agreement and related agreements are binding
(subject to state law). Any statements,
representations or alleged promises outside of the
disclosure document or the franchise agreement and
related agreements may not be enforceable.
u. Dispute resolution by arbitration Section 24.1.B7 Except for claims relating to indemnification,
or mediation equitable relief, and enforcement of arbitral awards,
all disputes will be resolved by arbitration.
v. Choice of forum Sections 24.1.B, 24.1.C, In any dispute, you waive the right to a jury trial.
and 24.5 Arbitration proceedings will be conducted in
Baltimore, Maryland.
You consent to the non-exclusive jurisdiction of the
courts of Maryland for disputes not subject to
arbitration. 7
w. Choice of law Section 24.1.A Maryland law applies.7
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NOTES:
1
Capitalized terms used herein have the meanings as defined in the franchise agreement, which is attached as
Exhibit C of this FDD.
2
After the expiration of the term, we may in our sole discretion agree to enter into a new franchise agreement
with you on our then-current form. That agreement may contain materially different terms and conditions
than the franchise agreement attached as Exhibit C (including the franchise fees and the duration).
3
You do not have a general right to terminate the franchise agreement. However, Section 21.2 of the franchise
agreement permits you to terminate in the limited event of a casualty if the cost to restore the hotel to the
same condition as existed previously is 60% or more of the hotel’s replacement cost at the time of the casualty
and you comply with the requirements of Section 21.2.
4
Section 21.1 of the franchise agreement permits either you or us to terminate in the limited event of a taking
that would materially affect the continued operation of the hotel as a system hotel on a permanent basis.
5
We do not permit you to pledge or assign the franchise agreement as collateral for any financing. Instead, we
may provide a comfort letter to a lender in substantially the same form attached as Exhibit O.
Lenders may request a franchise agreement in connection with a foreclosure, deed in lieu of foreclosure,
workout, or appointment of a receiver (a “lender take-back”). Such a request may be in connection with a
comfort letter entered into with the lender similar to the form attached as Exhibit O. The specific terms of
any franchise agreement executed in connection with a lender take-back will depend upon (i) the
circumstances at the time of the lender take-back (for example, outstanding indebtedness under existing
agreements with us or the status of the hotel under our quality assurance program), and (ii) the terms of any
applicable comfort letter. The terms of such franchise agreement may vary materially from the terms
contained in the form franchise agreement attached as Exhibit C. Some examples of such variations include
the following:
 The term of the franchise agreement may be for months or for the term referenced in an applicable
comfort letter
 The agreement may be conditioned upon issuance of a court order in connection with the appointment
of a receiver
 Reserve account requirements may be changed or eliminated
 Cure of deficiencies and breaches under the existing franchise agreement or our standards with respect
to the hotel may be required
 Transfers may be prohibited or limited
 In most cases, no restricted territory will be granted
6
Differences between the franchise agreement for a new-to-system hotel and the franchise agreement for a
transferee of an existing system hotel are described in Exhibit C (Change of Ownership) to the franchise
agreement.
7
See Exhibit E, State Amendments to Franchise Agreement.
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ITEM 18
PUBLIC FIGURES
We do not use any public figures to promote our franchise.
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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.
1. Average Daily Room Rate, Occupancy Rate, and RevPAR
The chart below shows the performance of STR Included Hotels (defined below) during each of
the four calendar years in the period ended December 31, 2022, including: (1) the average daily room rate
(or “ADR”); (2) the average occupancy rate (or “OCC”); and (3) the average revenue per available room
(“RevPAR”) reported by the STR Included Hotels.
2019, 2020, 2021, 2022 STR Included Hotel Performance

Calendar Period ADR OCC RevPAR
2019 $183.55 74.1% $136.08
2020 $157.28 31.8% $50.02
2021 $168.70 48.6% $81.96
2022 $204.67 64.9% $132.80
The “average daily room rate” (or “ADR”) for each respective period is the sum of the gross room
sales reported by the STR Included Hotels during the period divided by the total number of guestrooms
reported as sold by the STR Included Hotels during the period. The “average occupancy rate” (or “OCC”)
for each respective period is the total number of guestrooms reported as sold by the STR Included Hotels
during the period divided by the total number of guestrooms reported as available at the STR Included
Hotels during the period. The “average RevPAR” (or “RevPAR”) for each respective period is the gross
room sales reported by the STR Included Hotels during the period divided by total number of available
rooms reported by the STR Included Hotels as available during the period. The per-hotel metrics for
average OCC, ADR, and RevPAR Index shown above for 2019, 2020, 2021, 2022 were calculated by taking
the sum of the results reported by each STR Included Hotel during the applicable period and dividing that
sum by the total number of times the STR Included Hotel reported results during the applicable period. If
a STR Included Hotel did not report data about occupancy, ADR or RevPAR for a day in the period
(including, for 2020 and 2021, a day where the hotel closed due to the Covid-19 pandemic), that day is not
included in the calculation of the results noted in the chart or the averages for that particular hotel noted
below. The “median” is the middle data point in the range of performance data.
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For each of the periods listed above, “STR Included Hotels” means franchised Westin Hotels that:
(a) reported Smith Travel Research, Inc. (“STR”) data at any time during the period; and (b) were, as of the
end of each respective calendar year, open and operating as a franchised Westin Hotel for at least two years
and satisfied the Conditions, provided that STR Included Hotels in 2020 and 2021 include hotels that may
have temporarily closed as a result of the Covid-19 pandemic. “Conditions” means the hotel did not
undergo at any time during the preceding two years any one or more of the following: (1) a rooms
renovation that resulted in five percent or more of the total number of available rooms at such hotel being
taken out of service during the year in which the renovation occurred; (2) a public space renovation that
resulted in revenue displacement during the year in which such renovation occurred of five percent or more
of the annual available room nights at the average daily rate of the most recent year prior to the renovation
during which the hotel satisfied each of the Conditions; or (3) an expansion that resulted in an increase in
revenues of five percent or more of the annual available room nights (before the expansion) at the average
daily rate of the most recent year prior to the expansion during which the hotel satisfied each of the
Conditions.
As of December 31, 2019, there were 129 Westin Hotels open and operating in the United States
and Canada; of these, 85 were franchised and 67 were STR Included Hotels. Of the 67 STR Included Hotels
in 2019, 32 hotels or 47.8% reported an average daily room rate that met or exceeded $183.55; 32 hotels
or 47.8% reported an average occupancy rate that met or exceeded 74.1%; and 31 hotels or 46.3% reported
an average RevPAR that met or exceeded $136.08. For the 67 STR Included Hotels in 2019, the average
daily room rate ranged from $381.03 to $119.06, with a median of $178.22; the average occupancy rate
ranged from 89.8% to 58.3%, with a median of 74.2%; and the average RevPAR ranged from $321.81 to
$80.86, with a median of $133.90.
in 2020, 28 hotels or 42.4% reported an average daily room rate that met or exceeded $157.28; 39 hotels or
59.1% reported an average occupancy rate that met or exceeded 31.8%; and 34 hotels or 51.5% reported an
average RevPAR that met or exceeded $50.02. For the 66 STR Included Hotels in 2020, the average daily
room rate ranged from $330.86 to $105.80, with a median of $150.12; the average occupancy rate ranged
from 56.0% to 11.3%, with a median of 33.7%; and the average RevPAR ranged from $104.93 to $15.83,
with a median of $51.37.
As of December 31, 2022, there were 132 Westin hotels open and operating in the United States
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2. Reservations
The following Marriott reservations channels (collectively, “Reservation Channels”) contribute to

room night revenue and gross room night bookings at system hotels: (i) Marriott.com, including all
international iterations of this site and Marriott’s mobile apps (“Marriott.com”); (ii) Marriott’s worldwide
toll-free reservation phone numbers (“Voice Reservations”); (iii) Marriott’s customer engagement centers
that process telephone calls on behalf of hotels (“CECs”); (iv) online travel agencies with which we have
distribution agreements (“OTAs”), such as Booking.com, Expedia and Hotels.com; and (v) global
distribution systems that permit traditional travel agencies, as well as many third-party online travel
websites, to reserve guestrooms (“GDS”). Reservation Channels do not include group business and
transient room nights booked directly at the property or through our area, regional, or national sales offices.
The chart below shows the Reservations Channels’ contribution (as a percentage) to the room night
revenue (defined below) of all “Included Hotels” during the 12-month period ended December 31, 2022.
The “Included Hotels” are franchised Westin Hotels in the United States and Canada that were open and
operating as Westin Hotels for at least two years as of December 31, 2022, and satisfied each of the
Conditions.
Marriott Reservation Channels’ Contribution to

2022 Room Night Revenue
Percentage Contribution to Room Night
70.2%
Revenue by all Reservations Channels
During 2022, of the 83 Included Hotels, 58 hotels or 69.9% received 70.2% or more of their annual
room night revenue from the Reservations Channels, and the median contribution to room night revenue
was 74.8%. “Room night revenue” means the total per-room fees and charges invoiced to the guest at the
time a reservation is made (including resort fees, destination fees, and mandatory surcharges for facilities
invoiced at the time of booking), regardless of whether the booking is subsequently cancelled. “Room night
revenue” excludes sales, tax, value added tax, or similar taxes on such revenue. In calculating this
percentage, we divided the sum of room night revenue invoiced by all of the Included Hotels from bookings
directly through the Reservation Channels by the total room night revenue invoiced by all of the Included
Hotels from all bookings during 2022. The “median” is the middle data point in the range of performance
data.
The chart below shows the Marriott Reservations Channels’ contributions (as a percentage) to total
gross room nights booked at the Included Hotels during the 12-month period ended December 31, 2022.
Marriott Reservation Channels’ Contributions to

2022 Room Night Bookings
Percentage of Total Bookings by
Reservation Channel
Included Hotels
Marriott.com 38.4%
Voice Reservations 1.8%
CECs 3.4%
OTAs 9.8%
GDS 13.8%
All Reservation Channels 67.2%
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During 2022, of the 83 Included Hotels, 45 hotels or 54.2% received 38.4% or more of their total
gross room night bookings from Marriott.com; 35 hotels or 42.2% received 1.8% or more of their total
gross room night bookings from Voice Reservations; 43 hotels or 51.8% received 3.4% or more of their
total gross room night bookings from CECs; 38 hotels or 45.8% received 9.8% or more of their total gross
room night bookings OTAs; 46 hotels or 55.4% received 13.8% or more of their total gross room night
bookings from GDS; and 59 hotels or 71.1% received 67.2% or more of their total gross room night
bookings from all Reservation Channels. For the 83 Included Hotels, the median bookings from
Marriott.com was 39.8%; the median bookings from Voice Reservations was 1.6%; the median bookings
from CECs was 3.4%; the median bookings from OTAs was 8.7%; the median bookings from GDS was
15.1%; and the median bookings from all Reservation Channels was 72.0%. “Gross Room Night
Bookings” means the total number of room nights booked at a hotel, including bookings that are
subsequently cancelled. In calculating these percentages, we divided the total number of gross room nights
booked through each type of Reservation Channel at all of the 83 Included Hotels by the total number of
gross room nights booked at all of the 83 Included Hotels. The “median” is the middle data point in the
range of performance data.
3. Loyalty Program
As of December 31, 2022, the Marriott Bonvoy loyalty program offered enhanced benefits to
approximately 177-million-member accounts worldwide. Over 8,300 hotels and resorts in 138 countries
and territories participate in Marriott Bonvoy.
A. Loyalty Contribution to Revenue
During 2022, Marriott Bonvoy member paid room nights generated an average of
approximately 55.0% of the total room night revenue at Included Hotels, with an average daily spend of
$209.00 per member paid room night, not including taxes and tips. During 2022, Marriott Bonvoy
generated a total of 3,552,000 member paid room nights for Included Hotels and approximately
$742,508,000 in eligible spend, not including taxes and tips. A “member paid room night” means a room
night during which a Marriott Bonvoy member occupied a room at an Included Hotel and was awarded
loyalty points for the stay. It does not include room nights redeemed by Marriott Bonvoy members.
During 2022, of the 82 Included Hotels, 31 hotels or 37.8% met or exceeded the average
daily spend per Marriott Bonvoy member paid room night, and the median average daily spend per member
paid room night was $196.00.
B. Loyalty Contribution to Occupancy
The chart below shows the average number of room night stays by Marriott Bonvoy
members at Included Hotels during 2022 and the average Marriott Bonvoy member contribution to
occupancy at Included Hotels during 2022. These figures exclude room night stays by Marriott Bonvoy
members that redeemed loyalty points to cover the cost of their stay.
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Average Marriott Bonvoy Contribution to
2022 Room Nights and Occupancy
(Excluding Member Redeemed Room Nights)
Average Number of Member Room Nights per Hotel 43,000
Average Annual Loyalty Program Contribution to Occupancy 54.3%
Of the 82 Included Hotels, 32 hotels or 39.0% met or exceeded the average number of
member room nights per hotel of 43,000; and 53 hotels or 64.6% met or exceeded the average loyalty
program contribution to occupancy of 54.3%. The median number of member room nights was 39,000; and
the median annual loyalty program contribution to occupancy was 56.2%.
The “average number of member room nights” per hotel is calculated by dividing the sum
of member paid room nights booked at the Included Hotels during 2022 by the total number of Included
Hotels. The “average percentage of loyalty program contribution to occupancy” is calculated by dividing
the number of member room nights for the Included Hotels by the total occupied room nights for the
Included Hotels during 2022. The “median” is the middle data point in the range of performance data.
These figures exclude room night stays by Marriott Bonvoy members that redeemed loyalty points to cover
the cost of their stay.
4. Bases and Assumptions
STR, an independent research firm servicing the travel industry, compiles occupancy rate, average
daily room rate, RevPAR, and other relevant information concerning the lodging industry and is used by
substantially all of the major lodging companies for tracking this data. The information in this Item 19 used
in calculating average occupancy rate, average daily room rate, and average RevPAR was compiled and
reported by STR, and such information has not been audited or otherwise confirmed by us. The results of
the STR Included Hotels that operate in Canada are reported to us in Canadian Dollars (“CAD”) by STR
on a monthly basis. In preparing the performance data for the STR Included Hotels, we converted these
results from CAD to United States Dollars (“USD” or “$”) using the currency exchange rate in effect as of
the second to the last day of the month in which the results were achieved, as published by the United States
Department of Treasury. The data in this Item 19 regarding reservations and the loyalty programs was not
provided by STR, but instead was drawn from Marriott’s internal databases. Because of STR’s minimum
competitive set reporting requirements, some hotels that are Included Hotels and are reflected in Marriott’s
internal databases may not be included in the STR data and, as a result, would not be STR Included Hotels
for purposes of this Item 19.
These statements relate to historical performance of franchised Westin Hotels in the United States
and Canada that satisfy certain criteria as detailed above and are not projections of future performance of
the system or a specific hotel. The figures above reflect the performance of hotels with at least two years
of operating results. Hotel performance may not stabilize until the second year of performance. The
average occupancy rate, average daily room rate, average RevPAR, reservations from Reservation
Channels, or member paid room nights, varies from hotel to hotel and will depend upon many variables and
factors, including size, location, seasonality, competition, general economic conditions, the length of time
your hotel has been open or affiliated with us, the condition and attractiveness of the hotel, the perception
of your hotel by customers utilizing our distribution channels, the reputation for quality of service at the
hotel, how effectively you participate in our programs and market your affiliation with us, and the efficiency
with which you operate your hotel. Operating results are subject to numerous risks and uncertainties,
including economic conditions, public reaction to terrorist attacks and political unrest, public health
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incidents, supply and demand changes for hotel rooms, competitive conditions in the hospitality industry,
relationships with customers and property owners, and the availability of capital.
The reservations and loyalty program information disclosed in this Item 19 relates to the
performance of Included Franchised Hotels using the Reservation Channels and loyalty programs in effect
in during the 2022 calendar year. These programs are subject to change.
Some outlets have achieved these results. Your individual results may differ. There is no
assurance that you will earn as much or achieve any specific level of sales, revenue or performance.
We will provide you with written substantiation of the data used in preparing this Item 19 upon
your reasonable request. The information described above that was provided to us by third parties has not
been audited or otherwise verified by us. We are under no obligation to disclose specific information for a
particular hotel in the system.
We do not make any financial performance representations for residences or spas.
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 the franchisor’s management by
contacting Noah Silverman, 7750 Wisconsin Avenue, Bethesda, MD 20814, (301) 380-5253, the Federal
Trade Commission, and the appropriate state regulatory agencies.
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ITEM 20
OUTLETS AND FRANCHISEE INFORMATION
Table No. 1
SYSTEM-WIDE OUTLET SUMMARY FOR YEARS 2020 TO 2022
Column 1 Column 2 Column 3 Column 4 Column 5
Outlet Type Year Outlets at the Outlets at the Net Change

Start of the Year End of the Year
Franchised 2020 85 88 3
2021 88 91 3
2022 91 91 0
Company-Owned, 2020 44 42 (2)
Managed and Leased 2021 42 41 (1)
2022 41 41 0
Total Outlets 2020 129 130 1
2021 130 132 2
2022 132 132 0
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Table No. 2
TRANSFERS OF OUTLETS FROM FRANCHISEES TO NEW OWNERS

(OTHER THAN THE FRANCHISOR) FOR YEARS 2020 TO 2022
Column 1 Column 2 Column 3
State Year Number of Transfers

California 2020 0
2021 0
2022 2
Colorado 2020 1
2021 0
2022 0
Florida 2020 0
2021 1
2022 0
Georgia 2020 0
2021 2
2022 1
Illinois 2020 1
2021 0
2022 1
Minnesota 2020 0
2021 1
2022 0
New Jersey 2020 0
2021 1
2022 0
Ohio 2020 0
2021 1
2022 1
Texas 2020 0
2021 1
2022 1
Canada 2020 1
2021 1
2022 0
TOTALS 2020 3
2021 8
2022 6
* All numbers are as of fiscal year-end for each year.
** If multiple events occurred affecting an outlet, this table shows the event that occurred last in time.
*** States not listed have been intentionally omitted because there were no transfers in the last three
fiscal years.
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Table No. 3
STATUS OF FRANCHISED OUTLETS

FOR YEARS 2020 TO 2022
Column 1 Column 2 Column 3 Column 4 Column 5 Column 6 Column 7 Column 8 Column 9
State Year Outlets at Outlets Termina- Non- Reacquired Ceased Outlets at

Start of Opened1 tions2 Renewals by Operations End of the
Year Franchisor3 – Other Year
Reasons
Alabama 2020 1 1
2021 1 1
2022 1 1
Arizona 2020 1 0 1
2021 1 1 2
2022 2 0 2
California 2020 11 1 0 12
2021 12 2 1 13
2022 13 0 0 13
Colorado 2020 3 0 3
2021 3 1 2
2022 2 0 2
Delaware 2020 1 1
2021 1 1
2022 1 1
District of 2020 1 1
Columbia 2021 1 1
2022 1 1
Florida 2020 6 6
2021 6 6
2022 6 6
Georgia 2020 4 4
2021 4 4
2022 4 4
Hawaii 2020 1 1
2021 1 1
2022 1 1
Illinois 2020 2 0 2
2021 2 1 3
2022 3 0 3
Indiana 2020 1 1
2021 1 1
2022 1 1
Louisiana 2020 1 1
2021 1 1
2022 1 1
Maine 2020 1 1
2021 1 1
2022 1 1
Maryland 2020 3 3
2021 3 3
2022 3 3
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Reasons
Massachusetts 2020 1 1 2
2021 2 0 2
2022 2 0 2
Michigan 2020 1 1
2021 1 1
2022 1 1
Minnesota 2020 2 2
2021 2 2
2022 2 2
Mississippi 2020 1 1
2021 1 1
2022 1 1
Missouri 2020 1 1
2021 1 1
2022 1 1
Nevada 2020 2 2
2021 2 2
2022 2 2
New Jersey 2020 3 3
2021 3 3
2022 3 3
New York 2020 2 2
2021 2 2
2022 2 2
Ohio 2020 3 3
2021 3 3
2022 3 3
Pennsylvania 2020 1 1
2021 1 1
2022 1 1
South Carolina 2020 1 1
2021 1 1
2022 1 1
Tennessee 2020 3 3
2021 3 3
2022 3 3
Texas 2020 8 1 9
2021 9 2 11
2022 11 0 11
Virginia 2020 8 8
2021 8 8
2022 8 8
Wisconsin 2020 1 1
2021 1 1
2022 1 1
Canada 2020 10 0 10
2021 10 1 9
2022 9 0 9
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Reasons
TOTALS 2020 85 3 0 0 88
2021 88 6 1 2 91
2022 91 0 0 0 91
NOTES:
1
This category includes (i) new outlets, (ii) outlets that converted from managed to franchised, or (iii) outlets
that converted to the Westin brand from another Company Brand.
2
This category includes outlets that (i) terminated before the expiration of the term, or (ii) converted to another
Company Brand.
3
This category consists primarily of outlets that converted from franchised to managed.
* If multiple events occurred affecting an outlet, this table shows the event that occurred last in time.
** States with no outlets at any time during the last three fiscal years have been intentionally omitted.
*** Boxes that have no numbers indicate no activity for the last three fiscal years.
**** As of December 31, 2022, two franchised Westin Hotels also included a branded residential
component.
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Table No. 4
STATUS OF COMPANY-OWNED, MANAGED AND LEASED OUTLETS
FOR YEARS 2020 TO 2022
Column 1 Column 2 Column 3 Column 4 Column 5 Column 6 Column 7 Column 8

Outlets at
State Year Outlets at Outlets Outlets Outlets Outlets End of the
Start of Opened Reacquired Closed Sold to Year
Year from Franchisee2
Franchisee1
Alabama 2020 1 1
2021 1 1
2022 1 1
Arizona 2020 2 2
2021 2 2
2022 2 2
California 2020 5 1 4
2021 4 0 4
2022 4 0 4
Colorado 2020 2 2
2021 2 2
2022 2 2
District of 2020 1 1
Columbia 2021 1 1
2022 1 1
Florida 2020 2 2
2021 2 2
2022 2 2
Georgia 2020 2 2
2021 2 2
2022 2 2
Hawaii 2020 2 2
2021 2 2
2022 2 2
Illinois 2020 4 0 4
2021 4 1 3
2022 3 0 3
Massachusetts 2020 2 1 1
2021 1 0 1
2022 1 0 1
Michigan 2020 2 2
2021 2 2
2022 2 2
Missouri 2020 1 1
2021 1 1
2022 1 1
New Jersey 2020 1 1
2021 1 1
2022 1 1
New York 2020 1 1
2021 1 1
2022 1 1
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Column 1 Column 2 Column 3 Column 4 Column 5 Column 6 Column 7 Column 8
Outlets at
State Year Outlets at Outlets Outlets Outlets Outlets End of the
Start of Opened Reacquired Closed Sold to Year
Year from Franchisee2
Franchisee1
North Carolina 2020 1 1
2021 1 1
2022 1 1
Pennsylvania 2020 1 1
2021 1 1
2022 1 1
South Carolina 2020 1 1
2021 1 1
2022 1 1
Texas 2020 6 6
2021 6 6
2022 6 6
Washington 2020 2 2
2021 2 2
2022 2 2
Canada 2020 5 5
2021 5 5
2022 5 5
TOTALS 2020 44 0 2 42
2021 42 0 1 41
2022 41 0 0 41
NOTES:
1
This category includes outlets that converted from franchised to managed.
2
This category includes outlets that converted from managed to franchised.
* If multiple events occurred affecting an outlet, this table shows the event that occurred last in time.
** States with no outlets at any time during the last three fiscal years have been intentionally omitted.
*** Boxes that have no numbers indicate no activity for the last three fiscal years.
**** As of December 31, 2022, one managed Westin Hotel also included a branded residential
component.
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Table No. 5
PROJECTED OPENINGS AS OF DECEMBER 31, 2022
Column 1 Column 2 Column 3 Column 4
State Franchise Agreement Projected New Projected New

Signed But Outlet Not Franchised Outlets in Company-Owned,
Opened the Next Fiscal Year Managed and Leased
Outlets in the Next
Fiscal Year
California 1
Colorado 1
District of Columbia 1
Florida 1
Georgia 2
Illinois 1
New York 1
North Carolina 3 1
Virginia 1
Canada 1
TOTALS 12 11 11
NOTE:
1
This is an approximation.
* Boxes that have no numbers indicate no activity.
** States with no relevant data have been intentionally omitted.
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Contact Information for Current Franchisees
Attached as Exhibit M is a list of all franchisees of franchised Westin Hotels in operation as of

December 31, 2022, and all franchisees of unopened franchised Westin Hotels with signed franchise
agreements as of December 31, 2022, and the address and telephone number of their outlets.
Contact Information for Former Franchisees
Attached as Exhibit N is a list of all franchisees of Westin Hotels that had an outlet terminated,
canceled, not renewed, or otherwise voluntarily or involuntarily ceased to do business under the franchise
agreement during the most recently completed fiscal year or that have not communicated with us within 10
weeks of the issuance date of this document. The list includes franchisees whose franchise was terminated
in connection with a transfer of a controlling interest in the hotel as included on Table 2 of this Item 20,
even if the hotel or the franchisee remained in the system. If you buy this franchise, your contact
information may be disclosed to other buyers when you leave the Westin Hotel franchise system.
Confidentiality Obligations
In some instances, current and former franchisees sign provisions restricting their ability to speak
openly about their experience with the Westin Hotel system. 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.
Franchisee Associations
The Marriott International National Association (“MINA”) is a franchisee organization associated

with the Westin Hotel system. MINA is endorsed by Marriott. The following are officers for MINA and
the franchisor’s contact for the Westin brand:
President: Nathan S. Tyrrell

Executive Vice President and Chief Investment
Officer
Host Hotels & Resorts, Inc.
4747 Bethesda Avenue, Suite 1300
Bethesda, MD 20814
Phone : (240) 744-1000
Email : [email protected]

Vice President: Leslie Hale

President and Chief Executive Officer
RLJ Lodging Trust
3 Bethesda Metro Center
Suite 1000
Bethesda, MD 20814
Phone: (301) 280-7714
Email: [email protected]
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Secretary: Carl B. Hurwitz
Secretary of MINA
Marriott International, Inc.
Dept. 52/923.28
Bethesda, MD 20814
Phone: (301) 380-2628
Treasurer: Plato Ghinos

President
Shaner Hotel Group Inc.
1965 Waddle Road
State College, PA 16803
Phone: (814)234-4460
Franchisor Contact: Kip W. Vreeland

Chief Officer, Full-Service Franchising
Dept. 51/010.22
Bethesda, MD 20814
Phone: (301) 380-1980
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ITEM 21
FINANCIAL STATEMENTS
Attached as Exhibit J are: (i) the audited consolidated balance sheet of Marriott International, Inc.
as of December 31, 2022 and 2021, and the related consolidated statements of income and comprehensive
income, shareholders’ equity, and cash flows for each of the three fiscal years in the period ended
December 31, 2022; and (ii) the audited balance sheet of MIF, L.L.C. as of December 31, 2022 and 2021,
and the related statements of income, members’ equity, and cash flows for each of the three fiscal years in
the period ended December 31, 2022.
MIF, L.L.C. has guaranteed the performance of our obligations with you. A copy of the Guarantee
of Performance is also included in Exhibit J.
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ITEM 22
CONTRACTS
The following agreements and other documents are part of this disclosure document.
A Term Sheet
B Application
C Franchise Agreement and Related Agreements
D State Amendments to Disclosure Document
E State Amendments to Franchise Agreement
F Agents for Service of Process
G State Regulatory Authorities
H System Agreements
- AT&T Participation Agreement
- Electronic Funds Transfer Authorization Form
I Lodging Laws and Regulations
J Audited Consolidated Financial Statements of Marriott International, Inc. for the Three Fiscal
Years in the Period Ended December 31, 2022; Audited Financial Statements of MIF, L.L.C. for
the Three Fiscal Years in the Period Ended December 31, 2022; Guarantee of MIF, L.L.C.
K Manuals, Standards, and Resources
L Service Agreements
- Revenue Management Advisory Services Agreements
- Shared Services Agreement - Area Sales and Multi-Hotel Sales
- Customer Engagement Center Property Support Services Agreement
- Franchise Operations Support Resources Services Agreement
M Open Outlets/Unopened Outlets
N Former Franchisees
O Comfort Letter
P Pre-Opening Agreement
Q Sample Financing Agreements
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ITEM 23
RECEIPTS
When you receive this disclosure document, please sign and return the Receipt page attached at the
back of this disclosure document in accordance with the instructions on the Receipt page. The application
cannot be presented to the appropriate committee for consideration until we receive the properly signed
receipt. Please contact the Lodging Development Department, (301) 380-3000, if you need more
information.
IMPORTANT INSTRUCTIONS:
CERTAIN STATES REQUIRE SPECIFIC INFORMATION TO BE INCLUDED IN THE

DISCLOSURE DOCUMENT. PLEASE REVIEW THE AMENDMENTS TO THIS DISCLOSURE
DOCUMENT AND TO THE FRANCHISE AGREEMENT CONTAINED IN EXHIBITS D AND E.
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EXHIBIT A
TERM SHEET
TERM SHEET
Date: ______________, 20___
This franchise term sheet (the “Term Sheet”) outlines the principal business terms for a proposed
franchise agreement between __________________________ (together with its Affiliates, “Franchisee”)
and Marriott International, Inc. (“Franchisor”) for a hotel and its related facilities (the “Hotel”) at
_______________________ (the “Site”) under the Westin brand.
Number of
Guestrooms: Approximately [____].
Term: [____] years after the hotel opens as a Westin Hotel.
Application Fee: $100,000 plus $400 per guestroom in excess of 250 guestrooms, which is due upon
submission of an application for a franchise agreement.
[Increase above application fee by $27,000 if the hotel will include a Heavenly Spa]
Franchise Fees: If the Franchise Agreement is signed on or before March 29, 2024, 6% of Gross
Room Sales per month plus 3% of Gross Food and Beverage Sales per month.
If the Franchise Agreement is signed after March 29, 2024, 7% of Gross Room
Sales per month plus 3% of Gross Food and Beverage Sales per month.
Program Services (i) 3.02% of Gross Room Sales per month (of which, 1.325% of Gross Room Sales
Contribution: per month is contributed to the Marketing Fund) plus (ii) $4,166.67 per month plus
(iii) $42.50 per Guestroom per month, as such amounts may be revised pursuant to
the Agreements.
Reserve: 5% of Gross Revenues per month to cover the costs of periodic renovations of the
FF&E in the Hotel.
Other Fees and All other costs, expenses, charges and fees set forth in the franchise disclosure
Expenses: document (“FDD”) and standard form franchise agreement and related agreements
included in the FDD (the “Agreements”).
Franchise The form of the franchise agreement and related agreements will be the standard
Agreement: forms included in the FDD.
Guaranty: Franchisee’s principals or other persons acceptable to Franchisor will provide a

guaranty of Franchisee’s obligations under the Agreements.
Management
Company: [______________]
Restricted Franchisor will not authorize the opening of another Westin hotel for [__] years
Territory: after the Opening Date of the Hotel, not to extend beyond [____________], [within
a [__]-mile radius measured from the front door of the Hotel, subject to the standard
exceptions in the Agreements (the “Restricted Territory”).] / [OR within an area
1
3356716v2 – Term Sheet (WE)
(03/31/2023)
having the following boundaries, subject to the standard exceptions in the
Agreements (the “Restricted Territory”): [insert specific boundaries description].]
[Conversion Franchisee, at its own expense, will timely commence and complete the Property
Requirements: Improvement Plan to be agreed on and included in the franchise agreement.]
No Agreements Franchisee represents that it has ownership, possession or control of the Hotel and
with Other the Site and the right to enter into this Term Sheet and the Agreements. Franchisee
Parties: represents and warrants to Franchisor that no agreement or other arrangement of any
type (including any management agreement, franchise agreement, letter of intent,
option to purchase, technical services agreement, reservation agreement, or any oral
agreement or course of conduct which could be construed to be a contract) exists, as
of the date of this Term Sheet, with any third party relating to the Site or the Hotel,
which would prohibit or conflict with the Franchisee’s ability to enter into this Term
Sheet or the Agreements (each, a “Third Party Agreement”).
If any Third Party Agreement exists, on request of Franchisor, Franchisee will
provide documentation acceptable to Franchisor that evidences the expiration or
right to terminate such Third Party Agreement. Franchisee acknowledges that
Franchisor may cease negotiation of the Agreements if Franchisor receives notice
that the other party to a Third Party Agreement contests such expiration or
termination rights. Franchisee will defend, indemnify and hold harmless Franchisor,
its Affiliates, and their respective directors, officers, employees, and agents, from
any claim, loss, liability, cost, or expense arising out of any agreement alleged by
any third party to be in conflict with this Term Sheet.
Exclusivity: The Exclusivity Period will begin on the date Franchisee returns this executed Term
Sheet and will continue until _______________. During the Exclusivity Period, the
parties will negotiate exclusively with each other for the franchise to develop and
operate the Hotel. During the Exclusivity Period, Franchisee and its Affiliates will
not enter into any discussions, solicit or entertain proposals, with any other person
for (i) any development on the Site other than the Hotel; (ii) any franchise
agreement, management agreement, lease or other agreement relating to the Hotel;
or (iii) the sale or other disposition of the Hotel or the Site. “Affiliate” means, for
any person, a person that is directly or indirectly controlling, controlled by, or under
common control with such person. Franchisee agrees that no Third Party Agreement
will be entered into with respect to the Site or the Hotel during the Exclusivity
Period.
Confidentiality: The terms and relationship of the parties contemplated by this Term Sheet, and any
information about the Hotel, Franchisee and Franchisor, including Franchisor’s
system and procedures, are confidential. Franchisee and Franchisor will not disclose
such information to any other person (including the media) without the prior
consent of the other party except (i) to their agents, consultants and representatives
or lenders who need to know such information and who have been told of the
requirement to keep the information confidential; (ii) as required by law; or (iii) as
part of Franchisor’s growth administration notification and approval process.
Representations: Franchisee represents and warrants that neither the Franchisee nor any of its
Affiliates, directors, officers, employees and agents (i) has any claims against
Franchisor or any of Franchisor’s Affiliates; or (ii) is a Restricted Person (as defined
2
(03/31/2023)
in the Agreements).
Governing Law: This Term Sheet will be construed under and governed by Maryland law.
Costs: Each party will bear its own costs and expenses incurred under this Term Sheet.
Non-Binding: This Term Sheet is a non-binding expression of interest, except for the obligations
in this paragraph and the paragraphs titled “No Agreement with Other Parties,”
“Exclusivity,” “Confidentiality,” “Representations,” “Governing Law” and “Costs,”
which are binding obligations of Franchisor and Franchisee. This Term Sheet does
not create a binding commitment by either party (or their Affiliates) to enter into the
Agreements or any other transaction or to negotiate in good faith, and neither of the
parties will be entitled to pursue any claims against the other related to the failure to
enter into the Agreements.
This Term Sheet does not create a partnership, labor, agency or any other fiduciary
relationship, and neither party may incur obligations on behalf of the other. The
Agreements are subject to approval by appropriate committees and authorized
representatives of Franchisor and Franchisee.
MARRIOTT INTERNATIONAL, INC. [__________________________________]
By: By:
Name: Name:
Title: Title:
3
(03/31/2023)
EXHIBIT B
APPLICATION
FRANCHISE APPLICATION
Date:
To: Marriott International, Inc.
Lodging Development (Dept. 30/921.09)
Bethesda, MD 20814
[email protected]
RE: Application for the Following Proposed Franchised Hotel(s):
# of Applicant
Brand Street Address of Hotel
Hotels
1 [Drop Down
Menu for
Brand]
Dear Ladies/Gentlemen:
The undersigned applicant(s) (jointly and severally, “Applicant”) respectfully submits this application (“Application”) for
the above‐referenced proposed franchised hotel(s), either as the person or entity that will sign a franchise agreement for
each hotel as franchisee, or as the person or entity that will control the proposed franchisee for each hotel. In connection
with processing and evaluating the Application, Marriott International, Inc. (“Franchisor”) and its affiliates may rely on
each of the representations, warranties, acknowledgments and agreements contained herein.
1. The Applicant represents and warrants that:
(a) The Application consist of the following materials and all of the other information provided by Applicant
or on Applicant’s behalf connection with applying for and obtaining a franchise for the above proposed hotels.
i Franchise Disclosure Document Receipts. If you have not already done so, please sign and date the
receipts included at the back of each Franchise Disclosure Document provided to you and return one
to us for our records.
ii This signed Application Letter.
iii Application Forms I – V.
iv Application Fee. The following application fee for each proposed hotel under this Application:
NUMBER OF NUMBER APPLICATION FEE PER HOTEL

HOTELS OF BRAND TOTAL
ROOMS (PAYABLE IN US DOLLARS)
AC Hotels by Marriott $90,000 plus $500 per guestroom in excess of 150 guestrooms
Aloft $75,000 plus $500 per guestroom in excess of 150 guestrooms
Apartments by Marriott
$100,000 plus $400 per guestroom in excess of 250 guestrooms
Bonvoy
Autograph Collection $100,000 plus $400 per guestroom in excess of 250 guestrooms
Courtyard by Marriott $90,000 plus $500 per guestroom in excess of 150 guestrooms
Delta Hotels and Resorts $100,000 plus $400 per guestroom in excess of 250 guestrooms

NUMBER OF NUMBER APPLICATION FEE PER HOTEL
HOTELS OF BRAND TOTAL
ROOMS (PAYABLE IN US DOLLARS)
Element $75,000 plus $500 per guestroom in excess of 150 guestrooms
Fairfield by Marriott $75,000 plus $400 per guestroom in excess of 125 guestrooms
Fairfield by Marriott/
TownePlace Suites by $100,000 plus $400 per guestroom in excess of 140 guestrooms
Marriott Dual Brand
Four Points $75,000 plus $400 per guestroom in excess of 150 guestrooms
Le Méridien $100,000 plus $400 per guestroom in excess of 250 guestrooms
Marriott / JW Marriott $100,000 plus $400 per guestroom in excess of 250 guestrooms
Moxy Hotels $90,000 plus $500 per guestroom in excess of 150 guestrooms
Renaissance $100,000 plus $400 per guestroom in excess of 250 guestrooms
Residence Inn by Marriott $90,000 plus $500 per guestroom in excess of 150 guestrooms
Sheraton $100,000 plus $400 per guestroom in excess of 250 guestrooms
SpringHill Suites by
Marriott
The Luxury Collection $100,000 plus $400 per guestroom in excess of 250 guestrooms
TownePlace Suites by
Marriott
Tribute Portfolio $100,000 plus $400 per guestroom in excess of 250 guestrooms
Westin $100,000 plus $400 per guestroom in excess of 250 guestrooms
Branded Spa (applies to
Le Méridien, Sheraton $27,000
and Westin only)
TOTAL $_______
(b) All of the information contained in the Application is true, correct, complete and not misleading through
omission of material information, as of the date hereof.
(c) Applicant has authority to submit the Application and enter into a franchise agreement with Franchisor
with respect to each hotel identified above (each a “Franchise Agreement” and collectively the “Franchise Agreements”).
Neither the Application nor the execution of each Franchise Agreement will conflict with any obligations of Applicant to
other parties. Franchisor has not induced Applicant to terminate or breach any agreement with respect to the hotel that
is the subject of the Application.
(d) Applicant has legal control over the site for each hotel, as set forth in the Application, through fee
ownership, leasehold, or a purchase contract.
(e) Applicant has received a Franchise Disclosure Document for each brand under which Applicant seeks to
operate a hotel, is familiar with the franchise system(s) under which Applicant seeks to operate hotels, and understands
the requirements for each such system as described in each respective brand’s Franchise Disclosure Document.

(f) Neither Applicant, nor any entity of which Applicant has held the position of general partner, managing
member or beneficial owner, is or has been (i) a defendant in civil litigation alleging fraud, deceit or similar claims; (ii)
convicted of a criminal offense or the subject of a pending criminal proceeding (other than minor traffic offenses); (iii) the
subject of a petition for protection under any bankruptcy or similar insolvency laws; (iv) a defaulting party in a foreclosure
proceeding; or (v) the subject of disciplinary action with respect to the suspension or revocation of a professional or
gaming license. and all of the information contained in the Application is true, correct, complete and not misleading
through omission of material information, as of the date hereof.
(g) Neither Applicant nor any affiliate of Applicant (i) has any claims against Franchisor or any of Franchisor's
affiliates or (ii) is a Competitor or a Restricted Person, as such terms are defined in the Franchise Agreement (see Exhibit
B to the applicable Franchise Agreement).
2. Applicant acknowledges and agrees that:
(a) Franchisor reserves the right to approve or deny this Application with respect to one or more hotels,
in its sole discretion. Applicant will not acquire any rights by virtue of the submission of the Application whether or not
Franchisor approves the Application. Any expenses incurred by or on behalf of Applicant in connection with this
Application or any approval of this Application (including without limitation any costs of constructing, renovating or
operating the proposed hotel(s)) are at Applicant's sole risk and are not being made in reliance on any action of
Franchisor.
(b) Franchisor does not enter into oral agreements or understandings with respect to franchises or matters
pertaining to the grant of a franchise. Accordingly, there are no agreements or understandings whatsoever between
Applicant and Franchisor with respect to the Application or any franchise.
(c) An Application Fee will be paid to Franchisor via wire transfer no earlier than 10 business days after
Applicant has received a Franchise Disclosure Document. The fee may be invested, commingled with other funds of
Franchisor or otherwise used by Franchisor, as it deems appropriate in its discretion. Franchisor will not enter into a
Franchise Agreement with Applicant until it receives full payment of the Application Fee. Instructions for wire transfers
are as follows:
Bank: Mellon Bank
500 Ross Street
Pittsburgh, PA 15262
ABA: 043000261
Swift: MELNUS3P
Account Name: Marriott International, Inc.
Acct#: 1998036
Reference: Application fee for _____ (include brand(s), city, and state)
Contact: NALO Lodging Development ([email protected])
MARRIOTT WILL NEVER "REVISE" OR "REPLACE" OUR CURRENT WIRING INSTRUCTIONS. If you
receive an email with new or altered wiring instructions from one of our associates, it may be from a
cybercriminal. DO NOT RESPOND TO THE EMAIL. Instead, please verify any payment instructions via an
alternative method and carefully confirm the sender's email address.

(d) For each proposed hotel under this Application:
i If Franchisor does not approve the Application for the hotel, it shall have no liability to
Applicant for such hotel other than to return the Application Fee for the hotel, less Ten Thousand
Dollars ($10,000) and Franchisor's costs;

ii If the application for the hotel is approved, the application fee for the hotel will not be
refunded;
iii [MSB Only: If Applicant and Franchisor have not executed a Franchise Agreement for the hotel
within sixty (60) days after the issuance of the first draft of the Franchise Agreement for the hotel,
Franchisor may withdraw its approval of the Application with respect to such hotel unless Applicant
pays an application extension fee of Ten Thousand Dollar ($10,000).
iv If Applicant and Franchisor have not executed a Franchise Agreement for the hotel within sixty
(60) days after an extension, Franchisor will have the right to withdraw its approval of the hotel .]
v If the Application is approved for the hotel, such approval is conditioned on (j) Applicant
retaining legal control over the specific site described in the Application. If at any time prior to
execution of the Franchise Agreement, Applicant loses legal control over the site of the hotel, our
approval of the Application with respect to the hotel will no longer be effective. In such event,
Franchisor shall have no liability to Applicant and the full Application Fee for the hotel will be
retained by Franchisor and Franchisor will withdraw its approval of the hotel. If Applicant
subsequently regains legal control over such site or over a different site, a new Application for
the hotel must be submitted.
(e) Whether or not Franchisor approves the Application, Applicant does not have any exclusive territorial
rights. Franchisor and its affiliates may operate or grant others the right to operate the same brand(s) of hotel or other
lodging facilities and other businesses at any location including locations proximate, adjacent or adjoining the site
specified above. Franchisor may consider applications from other applicants for any sites without liability to Applicant.
(f) If Franchisor approves the Application, Applicant will not have any right to use the franchisor’s
trademarks, systems, or other intellectual property for each respective brand unless and until Franchisor and Applicant
execute a Franchise Agreement authorizing Applicant to use the intellectual property associated with such brand at a
particular hotel and the parties execute an Authorization to Open for the hotel (see Franchise Agreement, Attachment
3 to Exhibit C).
(g) Any financial information provided by Applicant in connection with this Application (including the
proposed financing and debt structure) will be prepared by Applicant or its advisors. Applicant acknowledges and
agrees that Franchisor (i) has not participated in the preparation of that information, and (ii) is not ratifying or approving
or making any representations as to the accuracy of that information, or the attainability of any projections.
(h) Franchisor has the right to conduct its own feasibility study and due diligence investigation with respect
to each proposed hotel or conversion, and Applicant's and its affiliates' qualifications to operate such hotel. Such study
and due diligence will include, but not be limited to, contacting persons at the hotel or involved in the development of
the hotel, operators of other hotels in the market, employees of other hotels operated by Applicant and its affiliates
and other franchisors of hotel brands who have agreements with Applicant and its affiliates. Franchisor shall have no
liability to Applicant or its affiliates with regard to such study and investigation.
(i) Applicant, jointly and severally, hereby indemnifies and agrees to defend Franchisor and its affiliates
and Franchisor's directors, officers, employees and agents and to hold them harmless from all losses, liabilities, costs,
damages and expenses (including legal and accounting fees and expenses) consequently, directly or indirectly incurred
and arising from, as a result of or in connection with the Application, including the breach of any representation or
warranty contained in the Application. Franchisor shall have the right to take any action it may deem necessary in its
sole discretion to protect and defend itself against any threatened action covered by this indemnification without
regard to the expense, forum or other parties that may be involved. Franchisor may, in its sole discretion, 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.
(j) Applicant will immediately inform Franchisor (i) of any material change in any information contained
in the Application, and (ii) if Applicant learns that as of the date of this Application that any representation or warranty
is untrue. If Applicant is executing this Application on behalf of a separate legal entity that has not yet been formed but
will be controlled by Applicant, Applicant commits to provide all information and documentation related to such

separate entity to Franchisor upon its formation and will immediately advise Franchisor of any changes in any
information provided in Form III of this Application. The terms of this application letter will survive approval or
disapproval of the Application.
(k) Applicant has understood and accepted the terms the Privacy Policy included in Form VI to this
application.
(l) This application letter will be governed by the law of the State of Maryland without reference to the
conflict of laws principles thereof.
(m) This application letter may be executed in several counterparts, each of which shall be deemed an
original but which together shall constitute one and the same instrument.
HOTEL 1
Proposed Brand
Street Address
By clicking on the "Sign" checkbox below, entering my complete name, today's date, I acknowledge and agree that: (a) I have
chosen to submit my application and signature electronically, and (b) I have read the application and all of the exhibits and
attachments thereto in their entirety. I further represent and warrant that all of the information in this application and all of
the information that I will submit as part of the application process are true and complete to the best of my knowledge and
belief.
"Sign" Your Complete Name: ______________________________
Title: ____________________________________________
Today's Date: ______________________________________

FORM I TO THE APPLICATION: PROJECT DESCRIPTION
(Complete for Each Hotel)
SITE SPECIFICATIONS
Hotel Address
Latitude Longitude
Site Square Footage Acreage
Number of Rooms Number of Floors
Modular [Drop Down Menu: Yes/No] Mix of Rooms
[Drop Down Menu: New Current Affiliation
New Build/Conversion
Build/Conversion]
Adaptive Re‐Use [Drop Down Menu: Yes/No] Year Built
Building Type
[Drop Down (with explanations): Protype/Modified Prototype/Custom/Co‐Branded]
(MSB Hotels Only)

CURRENT FORM OF SITE CONTROL
Is the Deed in the Name of the Proposed Franchisee? [Drop Down Menu: Yes/No]
If Yes, Attach Here Attach Here
Is the Deed in the Name of an Affiliate? [Drop Down Menu: Yes/No]
If Yes, Attach Here and Answer the Following Questions Attach Here
(1) Will the Deed be Transferred to the Proposed Franchisee? [Drop Down Menu: Yes/No]
(2) Will There be an Intercompany Lease with the Proposed
[Drop Down Menu: Yes/No]
Franchisee?
If Yes, Attach Here Attach Here

Is the Deed Currently in the Name of a Third Party Not Affiliates
with the Proposed Franchisee?
(1) Is There a Signed Purchase Contract? [Drop Down Menu: Yes/No]
a. If Yes, Will the Land be Transferred to the Proposed
Franchisee Upon Closing?
b. If No, Explain How the Proposed Franchisee will Obtain the

Title/Control of the Site
(2) Is There a Lease? [Drop Down Menu: Yes/No]
a. Is This a Ground Lease? [Drop Down Menu: Yes/No]
b. Is This a Building Lease? [Drop Down Menu: Yes/No]
c. If the Lease is not Signed, Please Explain How and When the
Proposed Franchisee will Obtain Leasehold Interest or Control
of the Site
(3) Is There a Contribution Agreement? [Drop Down Menu: Yes/No]
a. If the Contribution Agreement is not Signed, Please Explain
How and When the Proposed Franchisee will Obtain Title or
Control of the Site
(4) Other, Please Describe how the Proposed Franchisee will

Obtain Title/Control of the Site

SITE RESTRICTIONS
Is the Site/Hotel Subject to a Current Franchise Agreement,
Management Agreement or Related Agreement (letter of intent,
option to purchase, technical services agreement, reservation
agreement, or any oral agreement)?
If Yes, Provide Anticipated Termination or Expiration Date
Will the Hotel Share Components with Other Non‐Marriott
Properties? If Yes, Describe Any Shared Components (e.g. pool, [Drop Down Menu: Yes/No]
laundry, parking, etc.).
Other Site Restrictions (describe any restrictions or moratoriums on

the site that would necessitate special local variances)

ATTACHMENTS
Attach Any Existing Agreements Relating to Site (including any
Attach Here
Notice of Termination) and Evidence of Other Site Restrictions

SITE AMENITIES AND CHARACTERISTICS
Is There a Third‐Party Restaurant? [Drop Down Menu: Yes/No]
If Yes, Describe the Location of the Restaurant
Will There be a Separate Street Address? [Drop Down Menu: Yes/No]
Will There be a Separate Entrance? [Drop Down Menu: Yes/No]
Identify the Third‐Party Operator (if applicable)
What is the Brand Affiliation?
Identify Shared Components

Is There a Bar/Lounge? [Drop Down Menu: Yes/No]
Will the Bar/Lounge be Located on the Rooftop? [Drop Down Menu: Yes/No]
Will There be a Separate Elevator (no key card required)? [Drop Down Menu: Yes/No]
What is the Bar/Lounge Name?

Is there Retail Space? [Drop Down Menu: Yes/No]
Describe the Location of the Retail Space
Will There be a Separate Street Address and Entrance? [Drop Down Menu: Yes/No]
What is the Retail Space Name? [Drop Down Menu: Yes/No]

Is there a Conference Facility Within the Development Site? [Drop Down Menu: Yes/No]
Is the Conference Space Connected to the Hotel? [Drop Down Menu: Yes/No]
Will the Conference Space be Branded or Unbranded? [Drop Down Menu: Branded/Unbranded]
What is the Conference Center Name?

Is There a Casino or Other Gaming Facility Within the Development
Site?
Is the Casino Space Connected to the Hotel? [Drop Down Menu: Yes/No]
Identify the Third‐Party Operator
What is the Name of the Gaming Facility?
Will Rooms be Comped? [Drop Down Menu: Yes/No]

Describe Any Other Anticipated Forms of Revenue Sharing

Is There a Residential Component? [Drop Down Menu: Yes/No]
Will the Residences be Marriott branded? [Drop Down Menu: Yes/No]
Describe the Location of the Residences
What is the Name of the Residences?

Are There Other Additional Business? [Drop Down Menu: Yes/No]
Describe Additional Businesses

Are Billboard and Directional Signage Available?

ATTACHMENTS
Plat of Site and Site Plan indicating the following:
 Area of land parcel in acreage and/or square feet, scale of plan, and north arrow
 Adjacent roadways with names
 Vehicular points of access and/or curb cuts onto the site (if access from the nearest
public roadway is through an adjacent site, provide a plan that includes information
about the adjacent site (roadways, buildings, drive aisles, parking spaces, etc.)
 Property line with metes and bounds
 Locations of setbacks, easements, or other building restrictions, such as topographic
features that affect the development of potential of the site
 Hotel building footprint with overall dimensions, number of floors, and number of
rooms labeled
 Room matrix chart showing the proposed room mix
 Other existing or planned structures that share the site
 Outdoor amenity areas and patios Attach Here
 Service areas and trash enclosures
 Drive aisles and parking spaces with dimensions

Custom, Modified Prototype, or Conversion Projects:

In addition to the prototypical criteria, the following criteria is required for Custom, Modified
Prototype, or Conversion projects:
 Facilities Program chart with square footage tabulations indicating how the project
complies with the specific requirements for the applicable Brand and the proposed
room mix
 Conceptual floor plans showing public space and guest room layouts
 Conceptual building elevations that illustrate how the project will convey the Brand
image through the use of building massing, materials, and colors
Attach Relevant Documents Relating to Additional Business(es) Attach Here

[CLICK HERE TO ADD INFORMATION FOR ADDITIONAL HOTELS]

FORM II TO THE APPLICATION: DEVELOPMENT/CONVERSION COSTS,
PROJECTIONS, AND FINANCING
(Complete for Each Hotel)
NEW BUILD
Land Cost Lease Cost (if applicable) $________ per month/year
Development Cost Number of Rooms
Total Cost Total Cost / Room
Construction Start Construction Completion
CONVERSION/ADAPTIVE REUSE
Acquisition Cost Lease Cost (if applicable) $________ per month/year
Conversion Cost Number of Rooms
Total Cost Total Cost / Room
Year Built
Construction Start Conversion Completion Date
APPLICANT’S PROJECTIONS OF HOTEL PERFORMANCE
Attach 3 Year Projections or Fill in Chart Below [ATTACH HERE]
Year 1 Year 2 Year 3
ADR
OCCUPANCY

5 ‐YEAR PROFIT AND LOSS STATEMENT FOR CONVERSION HOTELS
[ATTACH HERE]

PROJECT FINANCING
Debt to Equity Ratio

EQUITY
[Indicate proposed source of equity and the percentage of the total development costs the equity represents.]

DEBT
Source of Construction Financing
Source of Permanent Financing
FOR DEBT SECURED BY THE HOTEL
Source Term (in years)
Mortgage Amount Interest Rate
Nature of Security Interest Annual Payment

ADDITIONAL FINANCING
[Drop Down Menu: Second Lien Mortgage, Mezzanine Financing, Other (with room for explanation)]
If Other, Please Explain.
Source Loan Amount
Security Term (Years)
Interest Rate Annual Payment
ATTACHMENTS
[ATTACH HERE]


FORM III TO THE APPLICATION: OWNERSHIP OF FRANCHISEE AND DIVERSITY DEVELOPMENT INCENTIVE
FRANCHISEE INFORMATION
Person/Entity Name
Address
Telephone Number Email Address
PRINCIPAL CORRESPONDENT(S)
Principal Correspondent Title
Address
FRANCHISE AGREEMENT SIGNATORY
Signatory Name Title
Address
OWNERSHIP OF FRANCHISEE
ATTACH FORMATION
OWNERS OF DESCRIPTION OF DOCUMENTS AND
ENTITY ADDRESS % OWNERSHIP
ENTITY INTEREST ORGANIZATIONAL
DOCUMENTS
FRANCHISEE [ATTACH HERE]
[e.g., Articles of
[e.g., GP, Member, incorporation and
[Owner 1]
Shareholder] shareholder agreement
w/%]
[Owner 2]
OWNER 1
[ATTACH HERE]

[Owner]

[Owner]
OWNER 2 [ATTACH HERE]
[Owner]
[Owner]
[OPTIONS FOR ADDITIONAL OWNERS]

ATTACH ORGANIZATIONAL CHART HERE (Example Below) [ATTACH HERE]
Ultimate Owner
(50% Owner of Owner 2)
Ultimate Owner
Ultimate Owner
Ultimate Owner

Owner 1 (60%)

Owner 2 (20%)
Owner 3 (20%)

FRANCHISEE


Bridging the Gap Diversity Development Incentive. Marriott has established a development incentive program for
historically underrepresented diverse owners that are entering into franchise agreements for new‐build hotels or
converting non‐Marriott branded properties into Marriott branded hotels. Women, Black, Latino/Latina, and First
Nations/Native American individuals (each a “Diverse Individual”) are eligible to apply for the incentive, provided that
one or more Diverse Individuals will, as of the date they enter into the franchise agreement, either:
(a) Own 51% or more of the franchisee entity;
OR
(b) Own 10% or more of the franchisee entity and “Control” the franchisee entity (i.e., the Diverse
Individual must be the sole managing member of an LLC, the sole director or chairman of the board of a
corporation, the general partner of an LP, or the individual that controls the general partner of an LP).

Click here to indicate your interest in the program. [Y / N]

If yes, identify each Diverse Individual as follows:
Diverse Individual’s Name The Diverse Individual Is A Ownership Interest Diverse Individual’s

and Address in Franchisee Manner of Control Over
(click all that apply):
Franchisee Entity
[Diverse Individual 1] [Woman/Black/Latino or [___%] [Sole managing member

Latina/First Nations/Native of an LLC / Sole director
[Address Line 1]
American] Individual or chairman of the
[Address Line 2] board of a corporation
/ the general partner of
an LP or the individual
that controls the
general partner of an
LP]

[Address Line 1]
American] Individual or chairman of the
that controls the
LP]

[Address Line 1]
American] or chairman of the
that controls the
LP]

By clicking here, Applicant acknowledges and agrees that the grant of a diversity [Acknowledged and
development incentive is conditioned on: (a) Franchisor’s approval of the Agreed]
Application, consistent with the terms herein; and (b) Applicant’s delivery of
evidence satisfactory to Franchisor that the franchisee meets the qualification
criteria under Franchisor’s then‐current diversity development incentive. Franchisor
makes no guaranty or warranty that this Application will be approved or that the
franchisee will qualify for or receive a diversity development incentive. The
diversity development incentive is subject to modification or discontinuance at any
time.


FORM IV TO THE APPLICATION: HOTEL MANAGEMENT AND HOTEL EXPERIENCE
HOTEL 1
Proposed Brand
Street Address
MANAGEMENT COMPANY
Name & Entity Type Number of Rooms
State of Formation
Mailing Address
Web Address
Telephone Number
Contact Person Name and Title
Tax ID
Authorized Signatory Name and Title
Attachments Describing Experience [ATTACH HERE]
[Describe common ownership between franchisee and the management company for the
hotel, including the level in the ownership structure at which there is common ownership,
Common Ownership? the percentage ownership interest in the management company and the franchisee that
is commonly owned, and provide an ownership structure chart for the management
company.]

APPLICANT EXPERIENCE
# of Description of Interest
Name of Entity Hotel Name/Location % Ownership
Rooms (including length of time)


FORM V TO THE APPLICATION: FINANCIAL STATEMENTS
Please submit current financial statements, including the most recent financial statement and the most recent quarterly
financial statement for the proposed franchisee and its general partner(s), managing member(s) or principal
shareholder(s). If the franchisee has more than one level of ownership in its ownership structure, please also provide the
most recent quarterly financial statement for the ultimate owners of the general partner(s), managing member(s) or
principal shareholder(s) of franchisee.
We require the franchisee's principals to guaranty the franchisee's obligations under the franchise agreement. In some
cases, we will accept the guaranty of an entity with substantial net worth instead of some or all of the principals of the
franchisee. The primary determining factors will include (i) the net worth and liquidity of the proposed guarantor; (ii) the
credit and operating history of the proposed guarantor; and (iii) the debt structure applicable to the hotel. If you propose
an entity to serve as the guarantor, you must submit financial statements for that entity.
Each of the franchisee and proposed guarantors identified below will be contacted by our designated screening vendor.
The screening vendor will provide further instructions on the franchisee/guarantor screening process.

HOTEL 1
Proposed Brand
Street Address
Franchisee [Address] [Email]
Proposed Guarantor 1 [Address] [Email]


FORM VI TO THE APPLICATION: PRIVACY POLICY
Marriott Group Privacy Statement for the
Collection of Non-Employee and Non-
Guest Personal Data
Last Updated: February 28, 2023
1. Introduction
The Marriott Group, which includes Marriott International, Inc. and its affiliates
(“Marriott,” “we,” “our”), is committed to protecting the Personal Data it collects, stores
and uses. This Privacy Statement covers Personal Data of individuals other than
Marriott Associates, such as contractors, consultants, Franchise Hotel employees,
business partners, and non-guests (“you,” “your”). For avoidance of doubt the Personal
Data of Marriott Associates is covered by the Associate Personal Data Privacy
Statement , and the Personal Data of guests is covered by the Marriott Group
Global Privacy Statement, and not this Statement.
2. Purpose
The collection and use of your Personal Data enables Marriott to engage in business
planning and operational processes, such as project implementation, providing training,
and administering discount programs to others besides Marriott Associates and guests.
3. What Data Marriott Collects, Uses, Transfers and

Shares, and Why
Marriott may have collected or will collect information about you and your relationship
with Marriott. Marriott refers to such data as “Personal Data.” For more specific
information regarding the Personal Data about you that Marriott may collect, use,
transfer, and share, and the purposes for which it may be collected, used, transferred,
and shared, please see the end of this Statement. Marriott will not use Personal Data
for any purpose incompatible with the purposes described in this Statement, unless it is
required or authorized by law, authorized by you, or is in your own vital interest (e.g., in
the case of a medical emergency).
With the exception of certain Personal Data that is required by law, or is necessary or
important to the performance of our business, your decision to provide Personal Data to
Marriott is voluntary. However, if you do not provide certain required Personal Data,
Marriott may not be able to accomplish some of the purposes outlined in this Statement.
4. Who Has Access to Your Personal Data

Access to Personal Data within Marriott will be limited to personnel with a business
need to access Personal Data for the purposes described at the end of this Statement,
and may include Marriott personnel in Human Resources, Lodging Development,
Information Technology, Compliance, Legal, Finance and Accounting, and Internal
Audit. Occasionally, Marriott may also need to make Personal Data available to owners
of the Marriott Group-branded properties that we manage, or other, unaffiliated, third
party service providers.
Third party service providers and owners are expected to protect the confidentiality and
security of Personal Data, and only use Personal Data for the provision of services to
Marriott, or in accordance with agreements, and in compliance with applicable law.
5. Security
Marriott will take appropriate measures to protect Personal Data, consistent with
applicable privacy and data security laws and regulations, including requiring service
providers to use appropriate measures to protect the confidentiality and security of
Personal Data.
6. Data Integrity and Retention

We will retain your Personal Data for the period necessary to fulfill the purposes
outlined in this Privacy Statement unless a longer retention period is required or
permitted by law.
The criteria used to determine our retention periods include:
• The length of time we have an ongoing relationship with you

• Whether there is a legal obligation to which we are subject
• Whether retention is advisable considering our legal position (such as, for
statutes of limitations, litigation or regulatory investigations)
7. Individual Rights Requests

Please contact [email protected] if you have any questions or concerns about
how Marriott processes Personal Data; if you wish to request access, correction,
suppression, or deletion of your Personal Data; if you wish to request that Marriott
cease using your Personal Data; or if you would like to request an electronic copy of
your Personal Data for purposes of transmitting it to another company. Marriott will
respond consistent with applicable law. Please note, however, that certain Personal
Data may be exempt from these requests pursuant to applicable data protection laws or
other laws and regulations.
8. Your Obligations
Please keep Personal Data current and inform us of any significant changes to Personal
Data. You agree to inform others whose Personal Data you provide to Marriott about the
content of this Statement, and to obtain their consent (provided they are legally
competent to give consent) for the use (including transfer and disclosure) of that
Personal Data by Marriott as set out in this Statement, or as required by applicable law.
9. Reasons and Basis for Collection, Use, Transfer

and Disclosure
Marriott collects and processes data about you: (i) because we are required to do so by
applicable law; (ii) because such data is of particular importance to us and we have a
specific legitimate interest under law to process it; (iii) because such data is necessary
to fulfill a contract; or (iv) where necessary to protect the vital interests of any person.
Marriott’s legitimate interest in collecting and processing Personal Data is detailed at the
end of this notice and includes, for example:(1) to administer and generally conduct
business within Marriott; (2) to ensure that our networks and data are secure; and (3) to
prevent fraud. Where this reason does not apply, your decision to provide Personal
Data to Marriott is voluntary, and we will process such data with your consent, which
you may withdraw at any time.
10. Transfers and Use of Personal Data in the

European Economic Area (EEA)
Due to the global nature of Marriott operations, Marriott may, through the internet and
Marriott’s networks, share Personal Data with personnel and departments throughout
Marriott to fulfill the purposes described at the end of this Statement. This may include
transferring Personal Data to other countries or regions (including countries or regions
other than where you are based and that have a different data protection regime than is
found in the country where you are based). A list of the Marriott Group affiliated
companies that may process and use Personal Data is
available www.marriott.com/about/marriottgroup.mi .
We may transfer Personal Data to countries located outside of the European Economic
Area (“EEA”). Some of these countries are recognized by the European Commission as
providing an adequate level of protection according to EEA standards (the full list of
these countries is available here ). For transfers from the EEA to other countries, we
have put in place adequate measures, Data Transfer Agreements and/or Standard
Contractual Clauses to protect your data.
11. Data Protection Officer Contact Information and

Complaints
If you have any questions or concerns, please initiate your request with your corporate
representative. We will investigate and attempt to resolve complaints and disputes
regarding use and disclosure of Personal Data.
If you are not satisfied, you may contact the data protection officer responsible for your
country or region via [email protected]. In your email, please indicate the
country in which you are located. Additionally, you may lodge a complaint with a data
protection authority for your country or region or where an alleged infringement of
applicable data protection laws has occurred
at http://ec.europa.eu/newsroom/article29/item-detail.cfm?item_id=612080 .
You may also send your complaint to us via postal mail at:

Data Protection Officer (DPO)
10400 Fernwood Road
Bethesda, MD 20817
United States of America
12. Changes to the Statement

Marriott reserves the right to amend this Statement at any time in order to address
future business developments or changes in the industry or legal trends. Marriott will
post the revised Statement on Marriott Global Source (MGS) or announce the change
on the home page of this website. You can determine when the Statement was revised
by referring to the “Last Updated” legend at the top of this Statement.
Types of Personal Data Marriott May Collect, Use,

Transfer and Share
• Personal Details: Name, associate identification number, work and home or
residential contact details (email, phone numbers, postal address) language(s)
spoken, gender, date and place of birth, national identification number, social
security number, nationality, marital/civil partnership status, domestic partners,
dependents, disability status, emergency contact information and photograph.
.Position: Internal descriptor used to support course offerings.
• System and Application Access Data: Data required to access Marriott
systems and applications such as System ID, LAN ID, mHUB, email account,
instant messaging account, mainframe ID, and electronic content produced using
Marriott systems.
• Sensitive Personal Data: Marriott may also collect certain types of sensitive
data only when permitted by local law, such as biometric, health/medical data,
trade union membership information, religion and race or ethnicity. Marriott
collects this data for specific purposes, such as health/medical information to
accommodate a disability or illness and to provide benefits; religion or church
affiliation in countries such as Germany where required for statutory tax
deductions; and diversity-related Personal Data (such as gender, race or
ethnicity) to comply with legal obligations and internal policies relating to diversity
and anti-discrimination. Marriott will only use such sensitive data for the purposes
listed below and as provided by law.
The Purposes for which Marriott May Collect, Use,

Transfer and Share Personal Data
• Communications and Security: Facilitating communications and safeguarding
and maintaining IT infrastructure by using various security tools, office
equipment, facilities and other property.
• Business Operations: Operating and managing the IT, communications
systems, and facilities, managing product and service development, improving
products and services, managing Marriott assets, project management, business
continuity, offering services and benefits, and maintaining records relating to
business activities.
• Compliance: Complying with legal and other requirements applicable to
Marriott’s business in all countries or regions in which Marriott operates, record-
keeping and reporting obligations, conducting audits, compliance with
government inspections and other requests from government or other public
authorities, responding to legal process such as subpoenas, pursuing legal rights
and remedies, defending litigation and managing any internal complaints or
claims (including those received through the hotlines), conducting investigations
including reported allegations of wrongdoing, policy violations, fraud, financial
reporting concerns, and complying with internal policies and procedures.
• Monitoring: Monitoring of email and other Marriott-owned resources, and other
monitoring activities as permitted by local law. Please note that electronic
communications, such as emails from Marriott-provided electronic
communication services and the Marriott network, do not grant personal,
privileged, or confidential status or rights in such communications to the sender,
recipient, or user of such messages. There is no right to privacy or to assert any
privileges with respect to such electronic communications. Marriott reserves the
right to access, monitor, review, copy, and/or delete any such electronic
communications. Marriott also reserves the right to assert privileged or
confidential status or rights in such communications as permitted by law.
The Categories of Unaffiliated Third Parties with
whom Marriott May Share Personal Data
• Service Providers: Companies that provide products and services to Marriott
such as, human resources services, expense management, IT systems suppliers
and support, trade bodies and associations, accountants, auditors, lawyers,
insurers, bankers, and other outside professional advisors and service providers.
• Public and Governmental Authorities: Entities that regulate or have jurisdiction
over Marriott such as regulatory authorities, law enforcement, public bodies, and
judicial bodies.
Related Links
• Terms of Use for United States and Canada
• SMS Messaging Terms of Use
• Digital Entry Terms of Use
INSTRUCTIONS FOR SUBMITTING A FRANCHISE
APPLICATION FOR CHANGE OF OWNERSHIP AND ANY OTHER RELICENSING TRANSACTION OR RENEWAL
The following is a list of the documents, application forms and information that, when assembled and submitted to
Marriott International, Inc. (“Marriott”) will comprise a franchise application applicable to one or more hotels.
Please contact the person who sent you this application if you have any questions regarding the forms or
information required for the Application.
PLEASE COMPLETE ALL FORMS AND RETURN TO THE CONTACT PERSON WHO SENT YOU THE
APPLICATION.
YOUR APPLICATION WILL BE PROCESSED WHEN ALL DOCUMENTS AND
REQUESTED INFORMATION HAVE BEEN RECEIVED BY MARRIOTT.
APPLICATION FORMS AND REQUIREMENTS
Please complete each applicable form as indicated and submit with your Application. Attach additional sheets as
necessary. If the Application applies to more than one hotel and if any requested information is the same for
some of the hotels, please complete the relevant information once and indicate the hotels to which the
information applies. As the forms are intended to cover a number of different types of transactions, not all
forms will be applicable to all transactions. Refer to the instructions below and the individual forms for specific
information regarding completion of the forms for renewals.
We reserve the right to require additional information as part of our review process or prior to execution of a
franchise agreement and related documents.
1. RECEIPT OF FRANCHISE DISCLOSURE DOCUMENT.
For each hotel that is the subject of your Application, please complete and return the Receipt (“Receipt”)
from the applicable Franchise Disclosure Document provided to you. An Application cannot be accepted for
processing until you have submitted a properly executed Receipt signed by an individual with authority to
bind the prospective franchisee. The Receipt should be dated the date you received the Franchise Disclosure
Document. If the same entity will serve as franchisee for more than one hotel and the Franchise Disclosure
Document relates to the brands of such hotels, you may complete one Receipt for such hotels and attach a
schedule listing the hotels subject to the Receipt. You may use Schedule A to the Application Letter (Form 1) for
such purpose. If the same entity will not serve as franchisee for more than one hotel, you must complete a
separate Receipt for each hotel, including the exact name of the franchisee and the location of the hotel.
2. APPLICATION LETTER (FORM 1)
An Application Letter must be completed and executed by each separate franchisee. If the franchisee will
be a legal entity that has not yet been formed, you may execute the Application on behalf of such separate legal
entity in the name of the parent company that will control such separate legal entity. Once such legal entity has
been formed, you must provide all information and documentation required by these Instructions.
3. PROPOSED FINANCING AND FINANCIAL INFORMATION (FORM 2)
Form 2 must be completed for each hotel that is the subject of the Application and the financial information
must be provided for each proposed franchisee.
If your transaction is a renewal, the only portion of Form 2 that must be completed is in the last portion
under the heading “Financial Information.” The rest of Form 2 may be skipped entirely or you may indicate “N/A” as
your response.
2023 Ex B ‐ Application ‐ U.S. Relicensing Franchise App (all brands):3360592_2

03/31/2023
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4. OWNERSHIP STRUCTURE AND DUE DILIGENCE (FORM 3)
Form 3 must be completed for each franchisee of each hotel that is the subject of the Application and, if
different, each owner of each hotel (or the land upon which the hotel is built) that is the subject of the Application
(each, an “Applicant Entity”). Please outline each level of ownership of an Applicant Entity until you reach either
(1) an individual or (2) a publicly held entity. If an Applicant Entity is owned through several layers of entities, please
provide an organization chart as well. Please also provide the applicable due diligence documents listed on Form
3.

If your transaction is a renewal and this information is already contained in your existing franchise
agreement and the information in your franchise agreement is correct and complete and can be used without any
changes in your renewal franchise agreement, you may indicate “Ownership is as set forth in the existing franchise
agreement” as your response. If any updates are necessary, please indicate the updates and provide applicable due
diligence listed on Form 3 evidencing the changes.

PLEASE NOTE: YOU MAY NOT USE ANY MARRIOTT PROPRIETARY MARK (AS STATED IN THE FRANCHISE
DISCLOSURE DOCUMENT) IN THE NAME OF ANY ENTITY.

5. HOTEL MANAGEMENT (FORM 4)
For each hotel, indicate whether the proposed franchisee or a management company will manage the hotel and
provide the information requested. Please also indicate if there is common ownership between the franchisee and
the management company for a hotel and provide the requested information. If the hotel is to be managed by a
third‐party manager, there may be additional requirements, and certain modifications to the franchise agreement
may be required. For provisions required to be in your management agreement and for additional information
related to our requirements, see Item 15 of the applicable Franchise Disclosure Document and the Management
Company Acknowledgment form attached to the Franchise Agreement.

If your transaction is a renewal and the management of the hotel is not changing from your existing
franchise agreement, you may simply indicate that on Form 4 in lieu of the other information requested.

6. HOTEL EXPERIENCE (FORM 5)
Please provide the requested information regarding operation or ownership experience in other lodging
facilities.
If your transaction is a renewal and the management of the hotel is not changing from your existing
franchise agreement, you may simply indicate that on Form 5 in lieu of the other information requested.

7. APPLICABLE BRAND & APPLICATION FEE
The Application Fee (payable in US Dollars) for each hotel subject to this Application is set forth below for
each brand of hotels, unless otherwise indicated in the Application Letter (Form 1):

BRAND APPLICATION FEE
AC Hotels by Marriott The greater of $175,000 or $500 per guestroom
Aloft The greater of $150,000 or $500 per guestroom
Apartments by Marriott Bonvoy The greater of $150,000 or $500 per guestroom
Autograph Collection The greater of $150,000 or $500 per guestroom
Courtyard by Marriott The greater of $175,000 or $500 per guestroom
Delta Hotels and Resorts The greater of $150,000 or $500 per guestroom
Element The greater of $150,000 or $500 per guestroom
Fairfield by Marriott The greater of $150,000 or $500 per guestroom
Four Points The greater of $150,000 or $500 per guestroom
Le Méridien The greater of $150,000 or $500 per guestroom
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Marriott / JW Marriott The greater of $150,000 or $500 per guestroom
Moxy Hotels The greater of $175,000 or $500 per guestroom
Renaissance The greater of $150,000 or $500 per guestroom
Residence Inn by Marriott The greater of $175,000 or $500 per guestroom
Sheraton The greater of $150,000 or $500 per guestroom
SpringHill Suites by Marriott The greater of $150,000 or $500 per guestroom
The Luxury Collection The greater of $150,000 or $500 per guestroom
TownePlace Suites by Marriott The greater of $150,000 or $500 per guestroom
Tribute Portfolio The greater of $150,000 or $500 per guestroom
Westin The greater of $150,000 or $500 per guestroom
Branded Spa (applies to Le Méridien, $27,000
Sheraton or Westin only)

No fees of any kind may be paid to us in connection with an Application until at least 10 business days
after the date of the applicable Receipt.

FOR WIRE PAYMENTS:

Bank Bank of New York Mellon
500 Ross Street
Pittsburgh, PA 15262
ABA 043000261
Swift IRVTUS3N
Account Name Marriott International, Inc.
Account Number 1998036
Contact MI Revenue Services Accounting Revenue/Fee Applications

Reference/Payment Details Application Fee ‐ Unit #: XXXXX

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FORM 1


Franchise Transactions
Bethesda, MD 20814
Dept. 51/010.23

RE: Application for a Franchise for the Hotel(s) Listed on Schedule A

Ladies/Gentlemen:

This application letter, along with our Application Fee payment (in US Dollars) is furnished to Marriott International,
Inc. (“Franchisor”) in order to induce Franchisor to process the application of the undersigned for the hotel(s) listed
on Schedule A.

In connection with Franchisor’s evaluation of this application, Franchisor and its affiliates may rely on each of the
following representations, warranties, acknowledgments and agreements and all information provided by us or on
our behalf in connection with this application (collectively, the “Application”).

1. The undersigned, jointly and severally, represent and warrant that:

(a) All information contained in the Application is true, correct, complete and not misleading through
omission of material information, as of the date hereof.

(b) The undersigned has authority to submit the Application and enter into a franchise agreement with
Franchisor for each hotel listed on Schedule A (each, a “Franchise Agreement”). Neither the
Application nor the execution of the Franchise Agreement(s) will conflict with any obligations of
the undersigned to other parties. Franchisor has not induced the undersigned to terminate or
breach any agreement with respect to the hotel(s) specified on Schedule A.

(c) If this Application is in connection with a proposed change of ownership, the undersigned has
executed a binding purchase contract for the purchase of the hotel(s) specified on Schedule A.

(d) The undersigned is familiar with the system for each brand of hotel listed on Schedule A (as
described in the applicable Franchise Disclosure Document) and its requirements. A Franchise
Disclosure Document for each brand of hotel listed on Schedule A has been provided by Franchisor
to the undersigned.

(e) Neither the undersigned, nor any entity of which the undersigned has held the position of general
partner, managing member or beneficial owner, is or has been (i) a defendant in civil litigation
alleging fraud, deceit or similar claims; (ii) convicted of a criminal offense or the subject of a pending
criminal proceeding (other than minor traffic offenses); (iii) the subject of a petition for protection
under any bankruptcy or similar insolvency laws; (iv) a defaulting party in a foreclosure proceeding;
or (v) the subject of disciplinary action with respect to the suspension or revocation of a
professional or gaming license.
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Neither the undersigned nor any affiliate of the undersigned (i) has any claims against Franchisor or any of
Franchisor’s affiliates or (ii) is a Competitor or a Restricted Person, as such terms are defined in the Franchise
Agreement(s) in the applicable Franchise Disclosure Document.

2. The undersigned acknowledges and agrees that:

(a) Franchisor reserves the right to approve or deny this Application, in its sole discretion. The
undersigned will not acquire any rights by virtue of the submission of the Application whether or
not Franchisor approves the Application. Any expenses incurred by or on behalf of the undersigned
in connection with this Application (including without limitation any costs of constructing,
renovating or operating any hotel that is the subject of this Application) are at the undersigned’s
sole risk and are not being made in reliance on any action of Franchisor.

(b) Franchisor does not enter into oral agreements or understandings with respect to franchises or
matters pertaining to the grant of a franchise. Accordingly, there are no agreements or
understandings whatsoever between the undersigned and Franchisor with respect to any franchise.

(c) Franchisor will engage outside legal counsel to assist in documenting the grant of the franchise for
the hotel(s) specified on Schedule A. Whether or not a Franchise Agreement is executed for every
hotel listed on Schedule A, the undersigned will be responsible for the payment of such outside
counsel’s legal fees.

(d) An Application Fee has been paid to Franchisor with the Application. The fee may be invested,
commingled with other funds of Franchisor or otherwise used by Franchisor, as it deems
appropriate in its discretion. Franchisor will not process the Application until it receives full
payment of the Application Fee. The Application Fee is nonrefundable. However, if a Franchise
Agreement is not executed for any hotel listed in Schedule A because the applicable hotel (or any
interest therein) is not acquired by the undersigned or its affiliates, then, with respect to each
such hotel, Franchisor will return the portion of the Application Fee actually paid for such hotel less
Ten Thousand Dollars ($10,000) (after Franchisor confirms that all outside counsel fees and
expenses associated with the transaction have been paid by the undersigned).

(e) Whether or not Franchisor approves the Application, the undersigned will not have any exclusive
territorial rights. Franchisor and its affiliates may operate or grant others the right to operate the
same brand(s) of hotel(s) or other lodging facilities and other businesses at any location including
locations proximate, adjacent or adjoining the site(s) specified on Schedule A. Franchisor may
consider applications from other applicants for any sites without liability to the undersigned.

(f) If this Application is in connection with a proposed change of ownership and if Franchisor approves
the Application, the undersigned may not take any level of ownership, possession, control or
management of a hotel listed on Schedule A or use any of Franchisor’s proprietary marks or systems
unless and until it has executed the Franchise Agreement (and any related agreements) and has
received copies of the Franchise Agreement (and any related agreements) countersigned by
Franchisor. The undersigned may not take possession, ownership, control or management of a
hotel prior to the Effective Date as stated in the Franchise Agreement.

(g) Any financial information provided by the undersigned in connection with this Application
(including the financing and debt structure proposed for each hotel listed on Schedule A) will be
prepared by the undersigned or their advisors. We acknowledge and agree that Franchisor (i) has
not participated in the preparation of that information, and (ii) is not ratifying or approving or
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making any representations as to the accuracy of that information, or the attainability of any
projections.

(h) If Franchisor enters into a Franchise Agreement with the undersigned for a hotel listed on Schedule
A, and the Effective Date of that Franchise Agreement does not occur on the first day of a Marriott
accounting period, the undersigned may be responsible for all amounts due to Franchisor or its
affiliates with respect to the hotel for the entire accounting period in which the Effective Date
occurs, excluding royalty fees and marketing fund contributions.
(i) The undersigned has read, understood, and agreed to the terms and conditions of the Marriott
Group Privacy Statement attached to this application as Form 6.

The undersigned, jointly and severally, hereby indemnifies and agrees to defend Franchisor and its affiliates and
Franchisor’s directors, officers, employees and agents and to hold them harmless from all losses, liabilities, costs,
damages and expenses consequently, directly or indirectly incurred (including legal and accounting fees and
expenses) and arising from, as a result of or in connection with the Application, including the breach of any
representation or warranty contained in the Application. Franchisor will have the right to take any action it may
deem necessary in its sole discretion to protect and defend itself against any threatened action covered by this
indemnification without regard to the expense, forum or other parties that may be involved. Franchisor may, in its
sole discretion, 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.

The undersigned will immediately inform Franchisor of any material change in any information contained in the
Application or if the undersigned learns that any representation or warranty is untrue as of the date such
representation or warranty was made. If the undersigned is executing this Application on behalf of separate legal
entities that have not yet been formed but will be controlled by the undersigned, the undersigned commits to
provide all information and documentation related to such separate entities to Franchisor upon their formation and
will immediately advise Franchisor of any changes in any information provided in Form 3 of this Application. The
terms of this application letter will survive approval or rejection of the Application or failure to enter into a Franchise
Agreement.

This application letter will be governed by the law of the State of Maryland without reference to the conflict of laws
principles thereof.

This application letter may be executed in several counterparts, each of which will be deemed an original but which
together will constitute one and the same instrument.

This signature page must be printed, signed and returned to Franchisor along with the completed application and
supporting documents.

Name of the Applicant

Name of Person or Entity Signing on Behalf of Applicant

Signature

Title

Date
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FORM 1

SCHEDULE A

Unit # / MARSHA Hotel Name Application Fee

XXXXX / XXXXX Brand Hotel Name, State $XXX,XXX.00

TOTAL $XXX,XXX.00
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FORM 2

FINANCING AND FINANCIAL INFORMATION
For each Hotel and Franchisee subject to this Application

PURCHASE TERMS
COMPLETE ONLY FOR THOSE HOTELS SUBJECT TO A PROPOSED CHANGE OF OWNERSHIP

(NOT APPLICABLE TO A RENEWAL)

Hotel Name Brand Hotel Name, State Closing Date
Purchase Price Amount of Equity

Sources
of Equity

Please submit a copy of the Purchase & Sale Agreement with your application.

An executed deed in the name of the franchisee (or owner) along with proof of insurance as required by the
Franchise Agreement issued to Franchisee must be received by Franchisor prior to the execution of the Franchise
Agreement.
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FORM 2

FINANCING AND FINANCIAL INFORMATION
For each Hotel and Franchisee subject to this Application
FINANCING
(NOT APPLICABLE TO A RENEWAL)
If secured by the hotel(s), please indicate:

Hotel Name Brand Hotel Name, State Mortgage Amount
Term

Source Interest Rate
Annual Payment
Additional Financing (e.g., second lien mortgage, mezzanine financing, etc. Yes No
Source Loan Amount
Security Term
Interest Rate Annual Payment

An executed deed in the name of the franchisee (or owner) along with proof of insurance as required by the Franchise
Agreement and the standards must be received by Franchisor prior to its execution of the Franchise Agreement.
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FORM 2

FINANCIAL INFORMATION

Please submit current financial statements, including the most recent audited financial statement and the most
recent quarterly financial statement for the proposed franchisee and its general partner(s), managing member(s)
or principal shareholder(s). If the franchisee has more than one level of ownership in its ownership structure, please
also provide the most recent quarterly financial statement for the ultimate owners of the general partner(s),
managing member(s) or principal shareholder(s) of franchisee.

We require the franchisee’s principals to guaranty the franchisee's obligations under the franchise agreement. In
some cases, we will accept the guaranty of an entity with substantial net worth instead of some or all of the
principals of the franchisee. The primary determining factors will include (i) the net worth and liquidity of the
proposed guarantor; (ii) the credit and operating history of the proposed guarantor; and (iii) the debt structure
applicable to the hotel. If you propose an entity to serve as the guarantor, you must submit financial statements
for that entity.

If your transaction is a renewal, the only financial statements you need to submit under this Form 2 are the financial
statements for the proposed guarantor(s). Financial statements for the proposed guarantor(s) must be provided
even if the proposed guarantor(s) are the same as under the existing franchise agreement.
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FORM 3

OWNERSHIP STRUCTURE AND DUE DILIGENCE
To be completed for each Applicant Entity (Franchisee and Owner)

If your transaction is a renewal and the information requested in this Form 3 is already contained in your existing
franchise agreement and the information in your existing franchise agreement is correct and complete and can be
used without any changes in your renewal franchise agreement, you may indicate “Ownership is as set forth in the
existing franchise agreement” as your response. If any updates are necessary, please indicate the updates and provide
applicable due diligence listed below for the entity evidencing the changes.

Applicant Entity Name State / Province

Select Appropriate Type of Entity:
Estate Other
General Partnership Privately Held Corporation
Individual Public Corporation
Joint Venture Syndicated Limited Partnership
Limited Liability Company Trust
Limited Partnership

Address City, State, Zip Code

Phone Number Tax ID Number

Email Address

Authorized Signer for Entity

Name Title


Phone Number Email Address

Principal Correspondent

Name Title


Phone Number Email Address

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FORM 3

PARTICIPANTS

Please provide the following for each individual or entity that has a direct or indirect equity ownership or beneficial
interest in an Applicant Entity (each, a “Participant”) at each level of ownership until you reach either (1) an
individual or (2) a publicly held entity. Also include the names of controlling individuals and entities (and their
ownership), even if they hold no ownership interest (e.g. non‐member managers). If there are several layers of
ownership, please submit an organizational chart as well.

Proposed
Name
Guarantor (Y/N)
Address
Title (e.g., Managing
Member, Member, % of Ownership
General Partner)

Proposed
Name
Guarantor (Y/N)
Address
Title % of Ownership

Proposed
Name
Guarantor (Y/N)
Address

Proposed
Name
Guarantor (Y/N)
Address

Proposed
Name
Guarantor (Y/N)
Address

Proposed
Name
Guarantor (Y/N)
Address

3‐2
03/31/2023

BRIDGING THE GAP DIVERSITY INCENTIVE

Bridging the Gap Diversity Incentive. Marriott is in the process of establishing an incentive program for historically
underrepresented diverse owners seeking to acquire existing Marriott franchised hotels. Women, Black,
Hispanic/Latino, and First Nations/Native American individuals (each a “Diverse Individual”) are eligible to apply for
the incentive, provided that one or more of the Diverse Individuals will, as of the date they enter into the franchise
agreement, either:
(a) Own 51% or more of the franchisee entity;
OR
(b) Own 10% or more of the franchisee entity and “Control” the franchisee entity (i.e., the Diverse
Individual must be the sole managing member of an LLC, the sole director or chairman of the board
of a corporation, the general partner of an LP, or the individual that controls the general partner of
an LP).

Click here to indicate your interest in the program. [Y / N]

If yes, identify each Diverse Individual as follows:
Diverse Individual’s Name The Diverse Individual Is A Ownership Interest Diverse Individual’s

and Address* (click all that apply): in Franchisee Manner of Control Over
Franchisee Entity
[Address Line 1] Hispanic/First Nations/Native of an LLC / Sole director
[Address Line 2] American] Individual or chairman of the
board of a corporation /
the general partner of
that controls the
LP]

[Address Line 1] Hispanic/First Nations/Native of an LLC / Sole director
[Address Line 2] American] Individual or chairman of the
board of a corporation /
that controls the
LP]
3‐3
03/31/2023


[Address Line 1] Hispanic /First of an LLC / Sole director
[Address Line 2] Nations/Native American] or chairman of the
Individual board of a corporation /
that controls the
LP]
*Note that the diversity incentive will apply, for each such Diverse Individual or group of Diverse Individuals, to
transactions involving three hotels or less. If any of the Diverse Individuals will acquire more than three hotels
in any rolling 12‐month period, the diversity incentive will not apply.
By clicking here, Applicant acknowledges and agrees that the grant of a diversity [Acknowledged and
incentive is conditioned on: (a) Franchisor’s approval of the Application, consistent Agreed]
with the terms herein; and (b) Applicant’s delivery of evidence satisfactory to
Franchisor that the franchisee meets the qualification criteria under Franchisor’s
then‐current diversity incentive. Franchisor makes no guaranty or warranty that this
Application will be approved or that the franchisee will qualify for or receive a
diversity incentive. The diversity incentive is subject to modification or
discontinuance at any time.

3‐4
03/31/2023

FORM 3

DUE DILIGENCE

Please provide the following information for each Applicant Entity (i.e., franchisee and owner, if different) and,
unless otherwise noted, for each Participant, depending on the type of entity. If an Applicant Entity has not been
formed, please submit the following information immediately upon its formation. If the type of entity is not listed
below, please provide information similar to that listed below for the other entities:

CORPORATION: (a) Articles or Certificate of Incorporation, including all amendments
(b) Bylaws, including all amendments (Applicant Entity only)
(c) Evidence that the entity is owned as indicated in the chart above (e.g.
copies of stock certificates and stock ledger)
(a) Articles of Organization or Certificate of Formation, including all
LIMITED LIABILITY
amendments
COMPANY:
(b) Operating Agreement or Limited Liability Company Agreement, including
all amendments
membership certificates, if not set forth in the Operating Agreement or
Limited Liability Company Agreement)
(a) If a limited partnership, Certificate of Limited Partnership, including all
PARTNERSHIP/
amendments
JOINT VENTURE:
(b) Partnership Agreement, including all amendments
partnership units, if not set forth in the Partnership Agreement)
TRUST: (a) An executed copy of the trust agreement, including all amendments
(b) The complete names and addresses of all Trustees and Beneficiaries
ESTATE: (a) Letters testamentary or letters of administration (as applicable)
3‐5
03/31/2023

FORM 4

HOTEL MANAGEMENT

If your transaction is a renewal and the management of the hotel is not changing from your existing franchise
agreement, you may simply indicate that below in lieu of the other information requested.
The hotel(s) will be managed by: Applicant Management Company

APPLICABLE HOTELS
1. 2.
Company Name State / Province

Contact Name Title



Email Address

Authorized Signer for Entity:

Name Title

APPLICABLE HOTELS
1. 2.
Company Name State / Province

Contact Name Title



Email Address

Authorized Signer for Entity:

Name Title

4‐1
03/31/2023

Common Ownership
If there is common ownership between the franchisee and the Management Company for a hotel, please describe
the common ownership, including the level in the ownership structure at which there is common ownership, the
percentage ownership interest in the Management Company and the franchisee that is commonly owned, and
provide an ownership structure chart for the Management Company. If there is no common ownership, please
indicate “N/A” in the space below.

Please provide the following documentation for the Management Company, as applicable:
(a) Articles or Certificate of Incorporation; or Articles of Organization or Certificate of Formation; or Certificate
of Limited Partnership or Partnership Agreement; OR
(b) Certificate of Good Standing.
4‐2
03/31/2023

FORM 5

HOTEL EXPERIENCE

If your transaction is a renewal and the management of the hotel is not changing from your existing franchise
agreement, you may simply indicate that below in lieu of the other information requested.

DOES ANY APPLICANT, ANY PARTICIPANT OR THE MANAGEMENT COMPANY OPERATE OR HAVE AN OWNERSHIP
INTEREST IN ANY OTHER LODGING FACILITY?

Yes No If yes, please list below. Please provide supplemental list as needed.

Name of Entity
Hotel Name/Location # of Rooms
Description of Interest
% of Ownership
Including Length of Time

Name of Entity
% of Ownership

Name of Entity
% of Ownership

If the Applicant, Participant or Management Company is currently operating other properties for Franchisor, you
need only list the date of such entity’s last application submitted to Franchisor, the name of the applicable property
that was the subject of such application and any updates to the information in this Form 5 that have occurred since
the date of such application.

CASINOS

If the hotel(s) has a casino or there is adjacent to the hotel a casino that will be managed by the Applicant, any
Participant or Management Company, please provide the information requested below and we will contact you for
additional information regarding gaming licenses.

Hotel Name Location

5‐1
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FORM 6
Collection of Non‐Employee and NonGuest Personal Data
6‐1
03/31/2023
Collection of Non-Employee and Non-
Guest Personal Data
Last Updated: February 28, 2023
1. Introduction
The Marriott Group, which includes Marriott International, Inc. and its affiliates
(“Marriott,” “we,” “our”), is committed to protecting the Personal Data it collects, stores
and uses. This Privacy Statement covers Personal Data of individuals other than
Marriott Associates, such as contractors, consultants, Franchise Hotel employees,
business partners, and non-guests (“you,” “your”). For avoidance of doubt the Personal
Data of Marriott Associates is covered by the Associate Personal Data Privacy
Statement , and the Personal Data of guests is covered by the Marriott Group
Global Privacy Statement, and not this Statement.
2. Purpose
The collection and use of your Personal Data enables Marriott to engage in business
planning and operational processes, such as project implementation, providing training,
and administering discount programs to others besides Marriott Associates and guests.
3. What Data Marriott Collects, Uses, Transfers and

Shares, and Why
Marriott may have collected or will collect information about you and your relationship
with Marriott. Marriott refers to such data as “Personal Data.” For more specific
information regarding the Personal Data about you that Marriott may collect, use,
transfer, and share, and the purposes for which it may be collected, used, transferred,
and shared, please see the end of this Statement. Marriott will not use Personal Data
for any purpose incompatible with the purposes described in this Statement, unless it is
required or authorized by law, authorized by you, or is in your own vital interest (e.g., in
the case of a medical emergency).
With the exception of certain Personal Data that is required by law, or is necessary or
important to the performance of our business, your decision to provide Personal Data to
Marriott is voluntary. However, if you do not provide certain required Personal Data,
Marriott may not be able to accomplish some of the purposes outlined in this Statement.
4. Who Has Access to Your Personal Data

Access to Personal Data within Marriott will be limited to personnel with a business
need to access Personal Data for the purposes described at the end of this Statement,
and may include Marriott personnel in Human Resources, Lodging Development,
Information Technology, Compliance, Legal, Finance and Accounting, and Internal
Audit. Occasionally, Marriott may also need to make Personal Data available to owners
of the Marriott Group-branded properties that we manage, or other, unaffiliated, third
party service providers.
Third party service providers and owners are expected to protect the confidentiality and
security of Personal Data, and only use Personal Data for the provision of services to
Marriott, or in accordance with agreements, and in compliance with applicable law.
5. Security
Marriott will take appropriate measures to protect Personal Data, consistent with
applicable privacy and data security laws and regulations, including requiring service
providers to use appropriate measures to protect the confidentiality and security of
Personal Data.
6. Data Integrity and Retention

We will retain your Personal Data for the period necessary to fulfill the purposes
outlined in this Privacy Statement unless a longer retention period is required or
permitted by law.
The criteria used to determine our retention periods include:
• The length of time we have an ongoing relationship with you

• Whether there is a legal obligation to which we are subject
• Whether retention is advisable considering our legal position (such as, for
statutes of limitations, litigation or regulatory investigations)
7. Individual Rights Requests

Please contact [email protected] if you have any questions or concerns about
how Marriott processes Personal Data; if you wish to request access, correction,
suppression, or deletion of your Personal Data; if you wish to request that Marriott
cease using your Personal Data; or if you would like to request an electronic copy of
your Personal Data for purposes of transmitting it to another company. Marriott will
respond consistent with applicable law. Please note, however, that certain Personal
Data may be exempt from these requests pursuant to applicable data protection laws or
other laws and regulations.
8. Your Obligations
Please keep Personal Data current and inform us of any significant changes to Personal
Data. You agree to inform others whose Personal Data you provide to Marriott about the
content of this Statement, and to obtain their consent (provided they are legally
competent to give consent) for the use (including transfer and disclosure) of that
Personal Data by Marriott as set out in this Statement, or as required by applicable law.
9. Reasons and Basis for Collection, Use, Transfer

and Disclosure
Marriott collects and processes data about you: (i) because we are required to do so by
applicable law; (ii) because such data is of particular importance to us and we have a
specific legitimate interest under law to process it; (iii) because such data is necessary
to fulfill a contract; or (iv) where necessary to protect the vital interests of any person.
Marriott’s legitimate interest in collecting and processing Personal Data is detailed at the
end of this notice and includes, for example:(1) to administer and generally conduct
business within Marriott; (2) to ensure that our networks and data are secure; and (3) to
prevent fraud. Where this reason does not apply, your decision to provide Personal
Data to Marriott is voluntary, and we will process such data with your consent, which
you may withdraw at any time.
10. Transfers and Use of Personal Data in the

European Economic Area (EEA)
Due to the global nature of Marriott operations, Marriott may, through the internet and
Marriott’s networks, share Personal Data with personnel and departments throughout
Marriott to fulfill the purposes described at the end of this Statement. This may include
transferring Personal Data to other countries or regions (including countries or regions
other than where you are based and that have a different data protection regime than is
found in the country where you are based). A list of the Marriott Group affiliated
companies that may process and use Personal Data is
available www.marriott.com/about/marriottgroup.mi .
We may transfer Personal Data to countries located outside of the European Economic
Area (“EEA”). Some of these countries are recognized by the European Commission as
providing an adequate level of protection according to EEA standards (the full list of
these countries is available here ). For transfers from the EEA to other countries, we
have put in place adequate measures, Data Transfer Agreements and/or Standard
Contractual Clauses to protect your data.
11. Data Protection Officer Contact Information and

Complaints
If you have any questions or concerns, please initiate your request with your corporate
representative. We will investigate and attempt to resolve complaints and disputes
regarding use and disclosure of Personal Data.
If you are not satisfied, you may contact the data protection officer responsible for your
country or region via [email protected]. In your email, please indicate the
country in which you are located. Additionally, you may lodge a complaint with a data
protection authority for your country or region or where an alleged infringement of
applicable data protection laws has occurred
at http://ec.europa.eu/newsroom/article29/item-detail.cfm?item_id=612080 .
You may also send your complaint to us via postal mail at:

Data Protection Officer (DPO)
10400 Fernwood Road
Bethesda, MD 20817
United States of America
12. Changes to the Statement

Marriott reserves the right to amend this Statement at any time in order to address
future business developments or changes in the industry or legal trends. Marriott will
post the revised Statement on Marriott Global Source (MGS) or announce the change
on the home page of this website. You can determine when the Statement was revised
by referring to the “Last Updated” legend at the top of this Statement.
Types of Personal Data Marriott May Collect, Use,

Transfer and Share
• Personal Details: Name, associate identification number, work and home or
residential contact details (email, phone numbers, postal address) language(s)
spoken, gender, date and place of birth, national identification number, social
security number, nationality, marital/civil partnership status, domestic partners,
dependents, disability status, emergency contact information and photograph.
.Position: Internal descriptor used to support course offerings.
• System and Application Access Data: Data required to access Marriott
systems and applications such as System ID, LAN ID, mHUB, email account,
instant messaging account, mainframe ID, and electronic content produced using
Marriott systems.
• Sensitive Personal Data: Marriott may also collect certain types of sensitive
data only when permitted by local law, such as biometric, health/medical data,
trade union membership information, religion and race or ethnicity. Marriott
collects this data for specific purposes, such as health/medical information to
accommodate a disability or illness and to provide benefits; religion or church
affiliation in countries such as Germany where required for statutory tax
deductions; and diversity-related Personal Data (such as gender, race or
ethnicity) to comply with legal obligations and internal policies relating to diversity
and anti-discrimination. Marriott will only use such sensitive data for the purposes
listed below and as provided by law.
The Purposes for which Marriott May Collect, Use,

Transfer and Share Personal Data
• Communications and Security: Facilitating communications and safeguarding
and maintaining IT infrastructure by using various security tools, office
equipment, facilities and other property.
• Business Operations: Operating and managing the IT, communications
systems, and facilities, managing product and service development, improving
products and services, managing Marriott assets, project management, business
continuity, offering services and benefits, and maintaining records relating to
business activities.
• Compliance: Complying with legal and other requirements applicable to
Marriott’s business in all countries or regions in which Marriott operates, record-
keeping and reporting obligations, conducting audits, compliance with
government inspections and other requests from government or other public
authorities, responding to legal process such as subpoenas, pursuing legal rights
and remedies, defending litigation and managing any internal complaints or
claims (including those received through the hotlines), conducting investigations
including reported allegations of wrongdoing, policy violations, fraud, financial
reporting concerns, and complying with internal policies and procedures.
• Monitoring: Monitoring of email and other Marriott-owned resources, and other
monitoring activities as permitted by local law. Please note that electronic
communications, such as emails from Marriott-provided electronic
communication services and the Marriott network, do not grant personal,
privileged, or confidential status or rights in such communications to the sender,
recipient, or user of such messages. There is no right to privacy or to assert any
privileges with respect to such electronic communications. Marriott reserves the
right to access, monitor, review, copy, and/or delete any such electronic
communications. Marriott also reserves the right to assert privileged or
confidential status or rights in such communications as permitted by law.
The Categories of Unaffiliated Third Parties with
whom Marriott May Share Personal Data
• Service Providers: Companies that provide products and services to Marriott
such as, human resources services, expense management, IT systems suppliers
and support, trade bodies and associations, accountants, auditors, lawyers,
insurers, bankers, and other outside professional advisors and service providers.
• Public and Governmental Authorities: Entities that regulate or have jurisdiction
over Marriott such as regulatory authorities, law enforcement, public bodies, and
judicial bodies.
Related Links
• Terms of Use for United States and Canada
• SMS Messaging Terms of Use
• Digital Entry Terms of Use
EXHIBIT C
FRANCHISE AGREEMENT AND RELATED AGREEMENTS

DRAFT
WESTIN FRANCHISE AGREEMENT
FRANCHISOR: «FRANCHISOR_LICENSOR»
FRANCHISEE: «FRANCHISE_NAME»
LOCATION: «ADDRESS», «CITY», «STATE» «ZIP»
DATE: _______________
000000v0 – Name, State

Westin 3313773v2 (03/31/2023)
01/01/2023
TABLE OF CONTENTS
Page
1. LICENSE .............................................................................................................................................. 1
1.1 Limited Grant. ................................................................................................................................ 1
1.2 Franchisor’s Reserved Rights. ........................................................................................................ 1
2. TERM .................................................................................................................................................... 1
2.1 Term. .............................................................................................................................................. 1
2.2 Not Renewable. .............................................................................................................................. 1
3. FEES, CHARGES AND COSTS......................................................................................................... 1
3.1 Application Fee; Expansion Fee. .................................................................................................... 1
3.2 Franchise Fees. ............................................................................................................................... 2
3.3 Franchisor Travel Costs. ................................................................................................................. 2
3.4 Other Fees, Charges and Costs. ...................................................................................................... 2
3.5 Timing of Payments and Performance of Services......................................................................... 2
3.6 Interest on Late Payments. ............................................................................................................. 2
3.7 Program Services Contribution. ..................................................................................................... 3
4. HOTEL CONSTRUCTION, DESIGN, RENOVATION AND MAINTENANCE ........................ 4
4.1 Number of Guestrooms; Expansion. .............................................................................................. 4
4.2 Initial Construction or Renovation of the Hotel. ............................................................................ 4
4.3 Periodic Renovations. ..................................................................................................................... 4
4.4 Design Process. .............................................................................................................................. 5
4.5 Maintenance. .................................................................................................................................. 6
5. FURNITURE, FIXTURES, EQUIPMENT, INVENTORIES AND SUPPLIERS ......................... 6
5.1 Uniformity of System. .................................................................................................................... 6
5.2 Suppliers. ........................................................................................................................................ 6
6. ADVERTISING AND MARKETING; PRICINGS, RATES AND RESERVATIONS ................ 6
6.1 Franchisee’s Local Advertising and Marketing Programs. ............................................................ 6
6.2 Marketing Fund. ............................................................................................................................. 6
6.3 Additional Marketing Programs. .................................................................................................... 7
6.4 Pricing, Rates and Reservations. .................................................................................................... 7
7. ELECTRONIC SYSTEMS.................................................................................................................. 8
7.1 Systems Installation and Use. ......................................................................................................... 8
7.2 Reservation System. ....................................................................................................................... 8
7.3 Electronic Systems Provided Under License.................................................................................. 8
7.4 Access to Information..................................................................................................................... 8
8. HOTEL OPERATIONS ...................................................................................................................... 8
8.1 Operator of the Hotel. ..................................................................................................................... 8
8.2 Employees. ..................................................................................................................................... 9
8.3 Compliance with the Standards. ..................................................................................................... 9
8.4 System Promotion; No Diversion to Other Businesses. ............................................................... 10
9. TRAINING, COUNSELING AND ADVISORY SERVICES ........................................................ 10
9.1 Training. ....................................................................................................................................... 10
9.2 Counseling and Advisory Services. .............................................................................................. 10
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10. SYSTEM AND STANDARDS; FRANCHISEE ASSOCIATION ................................................. 11
10.1 Compliance with System and Standards. .................................................................................. 11
10.2 Modification of the System and Standards. .............................................................................. 11
10.3 Franchisee Association. ............................................................................................................ 11
11. PROPRIETARY MARKS AND INTELLECTUAL PROPERTY................................................ 11
11.1 Franchisor’s Representations Concerning the Proprietary Marks. ........................................... 11
11.2 Franchisee’s Use of Intellectual Property and the System. ....................................................... 11
11.3 Franchisee’s Use of Other Marks. ............................................................................................ 13
11.4 Websites and Domain Names. .................................................................................................. 14
12. CONFIDENTIAL INFORMATION; DATA PROTECTION ....................................................... 14
12.1 Confidential Information. ......................................................................................................... 14
12.2 Data Protection. ........................................................................................................................ 14
13. ACCOUNTING AND REPORTS; TAXES ..................................................................................... 15
13.1 Accounting. ............................................................................................................................... 15
13.2 Books, Records and Accounts. ................................................................................................. 15
13.3 Accounting Statements. ............................................................................................................ 15
13.4 Franchisor Examination and Audit of Hotel Records. .............................................................. 15
13.5 Taxes. ........................................................................................................................................ 16
14. INDEMNIFICATION ........................................................................................................................ 17
15. INSURANCE ...................................................................................................................................... 17

15.1 Insurance Required. .................................................................................................................. 17
15.2 Other Requirements. ................................................................................................................. 17
16. FINANCING OF THE HOTEL ........................................................................................................ 18
17. TRANSFERS ...................................................................................................................................... 18

17.1 Franchisee’s Transfer Rights. ................................................................................................... 18
17.2 Transfers Not Requiring Notice or Consent. ............................................................................ 18
17.3 Transfers Requiring Notice but Not Consent............................................................................ 19
17.4 Transfers Requiring Notice and Consent. ................................................................................. 20
17.5 Proposed Transfer to Competitor and Right of First Refusal. .................................................. 21
17.6 Restricted Persons. .................................................................................................................... 22
17.7 Transfers by Franchisor. ........................................................................................................... 22
18. PROSPECTUS REVIEW .................................................................................................................. 22
18.1 Franchisor’s Review of Prospectus........................................................................................... 22
18.2 Exemption from Review. .......................................................................................................... 23
19. DEFAULT AND TERMINATION ................................................................................................... 23
19.1 Immediate Termination............................................................................................................. 23
19.2 Default with Opportunity to Cure. ............................................................................................ 24
19.3 Suspension of Reservation System. .......................................................................................... 25
19.4 Damages. .................................................................................................................................. 25
20. POST-TERMINATION ..................................................................................................................... 26
20.1 Franchisee Obligations. ............................................................................................................ 26
20.2 Franchisor’s Rights on Expiration or Termination. .................................................................. 27
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21. CONDEMNATION AND CASUALTY ........................................................................................... 27
21.1 Condemnation. .......................................................................................................................... 27
21.2 Casualty. ................................................................................................................................... 27
22. COMPLIANCE WITH APPLICABLE LAW; LEGAL ACTIONS ............................................. 28
22.1 Compliance with Applicable Law. ........................................................................................... 28
22.2 Notice of Legal Actions. ........................................................................................................... 28
23. RELATIONSHIP OF PARTIES....................................................................................................... 28
24. GOVERNING LAW; ARBITRATION; INTERIM RELIEF; COSTS OF ENFORCEMENT;

WAIVERS ........................................................................................................................................... 28
24.1 Governing Law, Arbitration, and Jurisdiction. ......................................................................... 28
24.2 Equitable Relief. ....................................................................................................................... 29
24.3 Costs of Enforcement................................................................................................................ 29
24.4 WAIVER OF PUNITIVE DAMAGES. ................................................................................... 30
24.5 WAIVER OF JURY TRIAL..................................................................................................... 30
25. NOTICES ............................................................................................................................................ 30
26. REPRESENTATIONS AND WARRANTIES ................................................................................. 30

26.1 Existence; Authorization; Ownership; Other Representations. ................................................ 30
26.2 Additional Franchisee Acknowledgments and Representations. .............................................. 31
27. MISCELLANEOUS ........................................................................................................................... 32
27.1 Counterparts. ............................................................................................................................. 32
27.2 Construction and Interpretation. ............................................................................................... 32
27.3 Reasonable Business Judgment. ............................................................................................... 33
27.4 Consents and Approvals. .......................................................................................................... 33
27.5 Waiver....................................................................................................................................... 34
27.6 Entire Agreement. ..................................................................................................................... 34
27.7 Amendments. ............................................................................................................................ 34
27.8 Survival. .................................................................................................................................... 34
EXHIBIT A KEY TERMS ..................................................................................................................... A-1
EXHIBIT B DEFINITIONS .................................................................................................................. B-1
EXHIBIT C NEW DEVELOPMENT ................................................................................................... C-1
EXHIBIT C CONVERSION ................................................................................................................. C-4
EXHIBIT C CHANGE OF OWNERSHIP ......................................................................................... C-11

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FRANCHISE AGREEMENT
This Agreement between Franchisor and Franchisee is executed and becomes effective on the
Effective Date.
RECITALS
A. Franchisor owns the System and Franchisee has requested a license to use the System to
operate the Hotel as a System Hotel at the Approved Location.
B. Franchisor has agreed to grant a license to Franchisee subject to the terms of this
Agreement.
C. Guarantor will provide the Guaranty.
NOW, THEREFORE, in consideration of the promises in this Agreement and other good and
valuable consideration, the receipt and sufficiency of which are acknowledged, Franchisor and Franchisee
agree as follows:
1. LICENSE
1.1 Limited Grant. Franchisor grants to Franchisee a limited, non-exclusive license to use
the Proprietary Marks and the System to operate the Hotel as a System Hotel at the Approved Location
under the terms of this Agreement.
1.2 Franchisor’s Reserved Rights.
A. Development Activities. Franchisee agrees that Franchisor and its Affiliates

reserve the right to conduct Development Activities at any location, other than the Approved Location,
without notice to Franchisee, subject to Item 9 of Exhibit A. Franchisee will not do anything that may
interfere with Franchisor’s and its Affiliates’ Development Activities.
B. Territorial Rights. Franchisee agrees that it is not entitled to any territorial rights
or exclusivity, except as stated in Item 9 of Exhibit A.
C. Use of the System. Franchisee acknowledges that Franchisor and its Affiliates
may allow other Franchisor Products to use various parts of the System, including under affiliation or
marketing agreements.
2. TERM
2.1 Term. The term of this Agreement is stated in Item 4 of Exhibit A (the “Term”).
2.2 Not Renewable. This Agreement expires on the last day of the Term, and the rights
granted under it are not renewable and Franchisee has no expectation of any right to extend the Term.
3. FEES, CHARGES AND COSTS
3.1 Application Fee; Expansion Fee. Franchisee has paid Franchisor the non-refundable
application fee stated in Item 10 of Exhibit A (the “Application Fee”). If Franchisor approves an
increase in the number of Guestrooms in the Hotel under Section 4.1, Franchisee will pay the then-
current per-Guestroom expansion fee, multiplied by the number of additional Guestrooms.

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3.2 Franchise Fees. Beginning on the Opening Date, Franchisee will pay Franchisor for
each month an amount equal to the percentage of Gross Room Sales and Gross Food and Beverage
Sales stated in Item 11 of Exhibit A for such month (the “Franchise Fees”). Franchisee will not offer
complimentary or reduced-price Guestrooms or food and beverage to benefit any other business at or
outside of the Hotel.
3.3 Franchisor Travel Costs. If Franchisor requests, Franchisee will reimburse Franchisor
for all Travel Costs for individuals designated by Franchisor to conduct training, inspections, audits, or
other services for the Hotel, including counseling and advisory services, which will not exceed the
amounts permissible under Franchisor’s corporate travel policies. If the Hotel is not in a sold-out
position, Franchisee will provide complimentary lodging at the Hotel to such individuals while they are
providing such services.
3.4 Other Fees, Charges and Costs. Franchisee will pay the fees, charges and costs
required under this Agreement and any other Marriott Agreement, and will pay for any optional
programs in which it participates. Franchisee will also pay Franchisor for any goods or services
purchased, leased or licensed by Franchisee from Franchisor, including any costs related to purchasing,
installing and upgrading any Electronic Systems. The Franchise Fees and Application Fee are personal
to Franchisee and are as stated in this Agreement; all other fees, charges and costs under this Agreement
and any other Marriott Agreement (and any applicable changes) will be computed on a fair and
consistent basis among similarly situated System Hotels. Franchisor may change such other fees,
charges and costs to reflect any change in (i) the costs of providing, or the scope of, the relevant goods,
programs or services; (ii) the method Franchisor uses to determine allocation of the applicable charges;
or (iii) the competitive needs of the System.
3.5 Timing of Payments and Performance of Services.
A. Timing of Payments. Franchise Fees are due within 15 days after the end of each
month. All other payments are due as invoiced. All payments will be made in immediately available
funds, at the location and in the manner designated by Franchisor (which may include payment through
electronic funds transfers or centralized payment processing programs as specified by Franchisor, in
which case Franchisee will execute any documents, pay any fees and costs, and take any other action
required by Franchisor to effect such payment).
B. Affiliates and Designees. Any service or obligation of Franchisor under this

Agreement may be performed by an Affiliate or designee of Franchisor. Franchisor may designate that
payment be made to the Person performing the service. Any reference in this Agreement to Franchisor
concerning payments or performance of services includes such Affiliates and designees. Any designation
for the performance of services will not relieve Franchisor or Franchisee of any of their obligations under
this Agreement.
C. Right of Set-Off. Franchisor may set-off or deduct any amounts owed to

Franchisor or any of its Affiliates by Franchisee or any of its Affiliates from amounts that would
otherwise be payable to Franchisee under this Agreement.
3.6 Interest on Late Payments. Franchisee will pay interest on any amount that is not paid
when due. Interest will accrue at a rate of 18% per annum (or, if less, the maximum interest rate
permitted by Applicable Law) from the date such overdue amount was due until paid. Franchisor’s right
to receive interest is in addition to any other remedies Franchisor may have.

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3.7 Program Services Contribution.
A. Program Services. Beginning on the Opening Date, Franchisee will pay

Franchisor each month the Program Services Contribution. Franchisor will use the Program Services
Contribution to fund certain mandatory programs and services for System Hotels that Franchisee would
otherwise be required to pay for separately (“Program Services”), which include, to the extent described
in the Disclosure Document:
1. Marketing Fund Activities as described in Section 6.2;
2. development, modification, maintenance, support, administration and

operation of certain mandatory Electronic Systems;
3. development, operation, administration and oversight of certain other

mandatory programs and services; and
4. the retention or employment of personnel, consultants and other

professionals to assist in the development, implementation and administration of Program Services,
including collection and accounting of the Program Services Fund, as well as overhead, other costs
incurred in providing Program Services, and the reimbursement of capital invested in the development of
such Program Services, together with costs incurred by Franchisor to finance such capital.
Franchisor may modify Program Services from time to time. Unless otherwise determined by Franchisor,
Program Services do not include services or costs relating to the purchase, installation or deployment of,
or training for, any Electronic System.
B. Marketing Fund Contribution. Beginning on the Opening Date, Franchisee will

pay Franchisor for each month an amount equal to the percentage of Gross Room Sales stated in Item 12
of Exhibit A for such month, which Franchisor will use for the Marketing Fund Activities (the
“Marketing Fund Contribution”). The Marketing Fund Contribution will be paid by Franchisee as part of
the Program Services Contribution. Franchisor may change the method of funding the Marketing Fund
Activities (including by establishing methods of funding Marketing Fund Activities other than by the
Marketing Fund Contribution or the Program Services Contribution) or the amount of the Marketing Fund
Contribution (without any obligation to make a corresponding change to the total Program Services
Contribution), and Franchisee will be bound by any such changes.
C. Permitted Changes. Franchisor may at any time: (i) change the method of
funding Program Services (including by establishing methods of funding Program Services other than by
the Program Services Contribution); (ii) change the programs and services covered by the Program
Services Contribution; (iii) change the amount of the Program Services Contribution or the method of
calculation of the Program Services Contribution; (iv) merge or operate the Program Services Fund
together with program services funds used to benefit other Franchisor Products; or (v) discontinue the use
of the Program Services Contribution to fund any one or all mandatory programs or services for System
Hotels, and Franchisee will be bound by any such changes.
D. Benefits. Franchisor may use the Program Services Fund to cover the costs of
Program Services for System Hotels as a whole, groups of System Hotels, and other Franchisor Products.
Franchisor has no obligation to ensure that any particular System Hotel, including the Hotel, benefits
from Program Services on a pro-rata or other basis or that the Hotel will benefit from Program Services
proportionate to the Program Services Contribution paid by Franchisee.

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E. No Fiduciary Duty. Franchisor and its Affiliates do not hold the Program
Services Fund or the Marketing Fund as a trustee or as trust funds and have no fiduciary duty to
Franchisee for such funds. The Program Services Contribution and Marketing Fund Contribution may be
commingled with other money of Franchisor and its Affiliates and used to pay all costs, including
administrative costs, salaries and overhead, and collection and accounting costs, incurred by Franchisor or
any of its Affiliates for the Program Services Fund or Marketing Fund, respectively. Franchisor or its
Affiliates may: (i) loan money for Program Services and Marketing Fund Activities and charge interest on
any such loan; and (ii) use the Program Services Contribution or the Marketing Fund Contribution to
repay any such loan plus interest. On request, Franchisor will provide to Franchisee a statement of
operations presenting the revenues and expenses of the Program Services Fund and the Marketing Fund
(which statement may be audited or unaudited in Franchisor’s sole discretion) for any fiscal year of
Franchisor if such request is made between 90 and 180 days after the end of such fiscal year.
4. HOTEL CONSTRUCTION, DESIGN, RENOVATION AND MAINTENANCE
4.1 Number of Guestrooms; Expansion. The Hotel will have the number of Guestrooms
stated in Item 7 of Exhibit A or such other number approved by Franchisor. Franchisee may expand the
Hotel or build additional Guestrooms in compliance with this Agreement only with Franchisor’s prior
written approval. If additional Guestrooms are approved, Franchisee will pay an expansion fee under
Section 3.1.
4.2 Initial Construction or Renovation of the Hotel. Franchisee will timely start and
complete the initial construction or renovation of the Hotel, as applicable, to Franchisor’s satisfaction in
accordance with Section 4.4, Exhibit C and the Standards (the “Initial Work”).
4.3 Periodic Renovations.
A. Replacement of FF&E. Franchisee will timely start and complete the periodic
renovation of all Guestrooms and Public Facilities to Franchisor’s satisfaction in accordance with
Section 4.4 and the Standards, including replacing Soft Goods and Case Goods periodically as required
by the Standards (“Periodic Renovations”). At the time of any replacement of FF&E, Franchisor may
require Franchisee to upgrade the rest of the Hotel to conform to the Standards applicable to similarly
situated System Hotels.
B. Reserve Account. Franchisee will fund the cost of all renovations at the Hotel.
Franchisee will establish a reserve account at a financial institution (the “Reserve”) so that funds are
available to complete the Periodic Renovations.
1. The Reserve will be used only for renovations of Guestrooms and Public
Facilities including replacement of Soft Goods and Case Goods. The Reserve will not be used for repairs
or replacements to the structure of the Hotel building or to its mechanical, electrical, heating, ventilating,
air conditioning, plumbing or vertical transportation systems, which structure and systems will be
maintained in good condition with other funds.
2. Each month, Franchisee will transfer into the Reserve an amount equal to
the percentage of Gross Revenues stated in Item 18 of Exhibit A applicable to such month. Such transfer
will be made within 15 days after the end of each month.
3. At the end of each year, any amounts remaining in the Reserve will
remain in the Reserve, and will not decrease the amount required to be deposited in the Reserve.

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4. Amounts required under Section 4.3.B.2 may be insufficient to maintain
the Hotel in accordance with the Standards, and if so, Franchisee will provide additional funds to maintain
the Hotel to the Standards.
4.4 Design Process. Franchisee will obtain the Design Criteria from Franchisor within 10
days of the Effective Date for the Initial Work, and in a timely manner for any Periodic Renovation. In
connection with the Initial Work and any Periodic Renovation, Franchisee will pay to Franchisor its
then-current fees and comply with the following requirements (the “Design Process”):
A. Design Team. For the Initial Work, and as needed for Periodic Renovations,
Franchisee will retain a qualified registered architect, engineer and interior designer, and based on the
nature of the project, Franchisor may require that Franchisee retain other specialty consultants. Franchisee
will provide Franchisor the name, address and relevant work experience on similar projects for any such
Person that Franchisee proposes to retain, and Franchisor will have 30 days after receipt of such
information to notify Franchisee of its election to consent or withhold its consent. Franchisor’s election to
consent or withhold its consent will be based on prior experiences with such Person and such Person’s
reputation and experience on similar projects. Franchisor may charge its then-current fee for reviewing
any interior designer that is not included on Franchisor’s list of recommended interior designers for the
Hotel, if any. If Franchisor does not respond to Franchisee within 30 days after Franchisor’s receipt of
such information, then Franchisee may retain such Person. Neither Franchisor’s failure to respond nor
Franchisor’s consent to the use of such Person will be deemed an endorsement or recommendation by
Franchisor. Franchisor is not liable for the unsatisfactory performance of any Person retained by
Franchisee.
B. Submission of Plans. For the Initial Work and Periodic Renovations, Franchisee
will adapt the Design Criteria to the Hotel and Applicable Law, including Accessibility Requirements.
For the Initial Work, and if Franchisor requests for any Periodic Renovations, Franchisee will prepare and
submit Plans electronically in the phases and with the detail required by the Standards. The Plans will not
deviate from the Design Criteria unless previously approved by Franchisor, and any such deviations will
be clearly designated in a separate document delivered along with the Plans.
C. Review of Plans. Franchisor will promptly review the Plans only for compliance
with the Design Criteria and any applicable property improvement plan, and in the case of the Initial
Work, to confirm that the number, configuration and location of Guestrooms and the size, configuration
and location of Public Facilities are as previously approved by Franchisor. If Franchisor determines that
the Plans do not satisfy such requirements, Franchisor may require changes and Franchisee will deliver
revised Plans incorporating such changes. If Franchisor determines that the Plans are incomplete,
Franchisor may defer its review of the Plans until it receives complete Plans. Franchisee will not begin the
Initial Work or any Periodic Renovation requiring submission of Plans until Franchisor confirms in
writing that such Plans comply with such requirements. On receipt of Franchisor’s confirmation,
Franchisee will promptly submit the final Plans electronically. Once finalized, the Plans will not be
changed without Franchisor’s prior consent. Franchisee will ensure that the renovation of the Hotel is
completed in accordance with the Plans.
D. Compliance with Applicable Law. Franchisee (and not Franchisor or its

Affiliates) is responsible for ensuring that the Plans comply with Applicable Law, including Accessibility
Requirements. Franchisor and its Affiliates will have no liability or obligation concerning the means,
methods or techniques used in constructing or renovating the Hotel. Franchisee will not reproduce, use or
permit the use of any Design Criteria or Plans other than for the Hotel.

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4.5 Maintenance. Franchisee will maintain the Hotel in good repair and first-class condition
and in conformity with Applicable Law, the Standards and Exhibit C. Franchisee will make repairs,
alterations and replacements to the Hotel as required by the Standards. Franchisee will not make any
material alterations to the Hotel without Franchisor’s prior consent, unless such alterations are required
by Applicable Law or for the continued safe and orderly operation of the Hotel.
5. FURNITURE, FIXTURES, EQUIPMENT, INVENTORIES AND SUPPLIERS
5.1 Uniformity of System. Franchisee will use only such FF&E, Inventories and Fixed Asset
Supplies that comply with the Standards. The requirements of this Section 5.1 are to ensure that items
used at System Hotels are uniform and of high quality to maintain the identity, integrity and reputation
of the System. Before purchasing FF&E to be used in constructing or renovating the Hotel, if requested
by Franchisor, Franchisee will prepare furnished models of Guestrooms, color boards and drawings for
Franchisor’s confirmation that such proposed FF&E will meet the Standards. Franchisor will promptly
respond to Franchisee’s proposal.
5.2 Suppliers. Franchisor may designate suppliers, including Franchisor, for certain items
related to FF&E, Inventories and Fixed Asset Supplies. Franchisee may propose new suppliers by
delivering sufficient information and samples for Franchisor’s confirmation that such item meets the
Standards and the proposed supplier is capable of providing such item in accordance with the
Standards. Franchisor may require: (i) reimbursement for the cost of such review; (ii) that such supplier
have insurance protecting Franchisor and Franchisee; and (iii) that any supplier using the Intellectual
Property enter into an agreement for its use. Franchisor will have no liability for damage to any sample.
Franchisor may refuse to permit future purchases if the supplier fails to meet the requirements of this
Section 5.2 or the Standards.
6. ADVERTISING AND MARKETING; PRICINGS, RATES AND RESERVATIONS
6.1 Franchisee’s Local Advertising and Marketing Programs.
A. Local Advertising. Franchisee will undertake local advertising, marketing,

promotional, sales and public relations programs and activities for the Hotel, including preparing and
using any Marketing Materials, in accordance with the Standards.
B. Use of Signs and Marketing Materials. Franchisee will use signs and other
Marketing Materials only in the places and manner approved or required by Franchisor and in accordance
with the Standards and Applicable Law. Franchisee will deliver samples of Marketing Materials not
provided by Franchisor and obtain prior approval from Franchisor before any use. If Franchisor
withdraws its approval, Franchisee will promptly stop using such Marketing Materials. Any Marketing
Materials developed by Franchisee may be used or modified by other Franchisor Products without
compensation to Franchisee.
6.2 Marketing Fund.
A. Marketing Fund Activities. To promote general public recognition of the

Proprietary Marks and use of System Hotels, Franchisor may undertake the following activities (the
“Marketing Fund Activities”):
1. brand strategy and brand development activities;

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2. the creation, production, placement and distribution of Marketing
Materials in any form of media;
3. advertising, marketing, promotional, public relations, inventory

management, reservation activities and sales campaigns, programs, sponsorships, seminars and other sales
activities;
4. market research and oversight and management of the guest satisfaction

program and the Loyalty Programs;
5. development, modification, maintenance, support, administration and

operation of the websites, applications, software and related technologies used to promote System Hotels
and other Franchisor Products; and
6. the retention or employment of personnel, advertising agencies,

marketing consultants and other professionals to assist in the development, implementation and
administration of any such activities.
These activities may be conducted on a local, regional, national, continental, international or Category
basis. Franchisor may modify the Marketing Fund Activities from time to time.
B. Permitted Changes. Franchisor may (i) change the local, country, regional,
continental or international scope of the Marketing Fund or the Marketing Fund Activities; (ii) merge or
operate the Marketing Fund together with marketing funds used to benefit other Franchisor Products; or
(iii) discontinue any Marketing Fund Activities.
6.3 Additional Marketing Programs. Franchisor may provide, and Franchisee will
participate in, Additional Marketing Programs that are mandatory for similarly situated System Hotels.
Franchisee may elect to participate in optional Additional Marketing Programs. Franchisee will pay for
Additional Marketing Programs in which it participates on the same basis as other participating System
Hotels.
6.4 Pricing, Rates and Reservations.
A. Pricing and Rates. Franchisee is responsible for setting its own prices and rates
for Guestrooms and other products and services at the Hotel, including determining any prices or rates
that appear in the Reservation System. Franchisor may, however: (i) prohibit certain types of charges or
billing practices that Franchisor determines are misleading or detrimental to the System, including price-
gouging or incremental fees for services that guests would normally expect to be included in the
Guestroom charge; (ii) require that Franchisee price consistently in all distribution channels; or
(iii) impose other pricing requirements permitted or required by Applicable Law.
B. Pricing Recommendations; Participation in Programs. Franchisor may

recommend prices or rates for the products and services offered by Franchisee or require participation in
various sales or inventory management programs or promotions offered by Franchisor. Franchisor’s
recommendations are not mandatory; Franchisee is ultimately responsible for determining the prices or
rates at which it offers its products and services, and Franchisor’s recommendations are not a
representation or warranty by Franchisor that the use of such recommended prices or rates will produce,
increase, or optimize Franchisee’s profits. Franchisor will have no liability for any such
recommendations, including those made in connection with any sales activity or Inventory Management.
Franchisor may require Franchisee to participate in Inventory Management or may act as Sales Agent for

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Franchisee. If Franchisor is acting as Sales Agent for Franchisee, Franchisee consigns hotel inventory to
Franchisor, and Franchisee retains all risk of loss of unsold inventory or inventory sold at a reduced price.
C. Honoring Reservations. Franchisee will provide its prices and rates for use in the
Reservation System in accordance with the Standards. Franchisee will: (i) honor any prices, rates or
discounts that appear in the Reservation System or elsewhere; (ii) honor all reservations made through the
Reservation System or that are confirmed; and (iii) not charge any Hotel guest a rate higher than the rate
specified for the Hotel guest’s reservation in the Reservation System or, if not made through the
Reservation System, in the reservation confirmation or contract. Franchisee will also honor all pricing and
terms for any other product or service offered in connection with the Hotel.
7. ELECTRONIC SYSTEMS
7.1 Systems Installation and Use. At its cost, Franchisee will (i) obtain, install, maintain,
use and replace at the Hotel all mandatory Electronic Systems (and optional Electronic Systems that
Franchisee elects to use) in compliance with the Standards or other approved specifications, and (ii)
take any other actions required by the Standards to protect the Electronic Systems and the data stored or
communicated via the Electronic Systems. Franchisee will pay all Electronic Systems Fees, some of
which will be paid as part of the Program Services Contribution. Franchisee will not use the Electronic
Systems for any purpose except for the benefit of the Hotel.
7.2 Reservation System. Subject to Section 19.3, Franchisor will make the Reservation
System available to the Hotel. Franchisee will cause the Hotel to participate in the Reservation System
in accordance with the Standards and this Agreement. Franchisor is not required to make the
Reservation System available to the Hotel for any reservations occurring after the expiration or
termination of this Agreement.
7.3 Electronic Systems Provided Under License. As a condition to using the Electronic
Systems, Franchisee will execute the Electronic Systems License Agreement. The Electronic Systems
that are proprietary to Franchisor or third-party vendors, as applicable, will remain their sole property.
Franchisee will treat the Electronic Systems as confidential at all times. The Electronic Systems may be
modified, replaced or become obsolete, and new Electronic Systems may be created to meet the needs
of the System and changes in technology. If Franchisor determines that it is necessary to amend or
replace the Electronic Systems License Agreement because of such events, Franchisee will execute the
then-current form of, or an amendment to, the Electronic Systems License Agreement.
7.4 Access to Information. Franchisor may access the information contained in the
Electronic Systems and Franchisee will take all actions reasonably necessary to provide such access.
Franchisor and its Affiliates may use any information contained in or obtained through the Electronic
Systems, including Guest Personal Data.
8. HOTEL OPERATIONS
8.1 Operator of the Hotel.
A. Franchisor Consent Required. The Hotel will be operated only by Franchisee or

a Management Company, in either case, only with the prior consent of Franchisor. Franchisee will at all
times be responsible for complying with the obligations of this Agreement even though Franchisee may
retain a Management Company. Franchisor has consented to the Person identified in Item 8 of Exhibit A
to operate the Hotel, subject to any Additional Conditions and, in the case of a Management Company, to
the execution and delivery of a Management Company Acknowledgment. In connection with the

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transition of Hotel operations to a replacement management company, (i) Franchisor may require
participation in Franchisor’s transition support services program, and Franchisee will pay the cost of such
program, and (ii) Franchisee will pay Franchisor’s outside counsel costs related to documenting such
change of operator, if any. Franchisor’s consent may be withdrawn at any time if Franchisor determines
that such Person no longer satisfies any Additional Conditions or the conditions in Section 8.1.B.
B. Conditions for Consent. Franchisor may withhold its consent to any proposed
management company that: (i) Franchisor determines (a) is not financially capable or (b) does not have
the managerial skills or operational capacity required to operate the Hotel in accordance with the
Standards and this Agreement; (ii) does not provide Franchisor with all information and access that
Franchisor reasonably requests; or (iii) is not a Qualified Person. Franchisor has the right to review any
management agreement between Franchisee and its proposed management company.
C. Change in Circumstances. If there is a change of Control of the Management

Company or if the Management Company is no longer a Qualified Person, or if Management Company
becomes the principal operator for a Competitor or if there is a material adverse change to the financial
condition or operational capacity of the Management Company, Franchisee will promptly notify
Franchisor of any such event of which it becomes aware together with such additional information that
Franchisor may reasonably request. Based on these changed circumstances, Franchisor may require
Franchisee to terminate its agreement with such Management Company and retain a replacement
management company that will be subject to Franchisor’s consent. After Franchisor receives such notice
and any such additional information Franchisor reasonably requests, Franchisor will respond to
Franchisee within 30 days.
8.2 Employees.
A. Hotel Staffing. Franchisee will ensure that suitable qualified individuals are
employed at the Hotel sufficient to staff the Hotel. Managers at the Hotel will devote their full time to the
management and operation of the Hotel and supervision of employees.
B. Hotel Employment Matters. All employment decisions at the Hotel will be made
solely by Franchisee or the Management Company. Franchisor does not direct or control the employment
policies or decisions for the Hotel. All employees at the Hotel are solely employees of Franchisee or the
Management Company, not Franchisor, and neither Franchisee nor the Management Company is
Franchisor’s agent for any purpose with regard to Hotel employees. Franchisee or the Management
Company will promptly inform Franchisor whenever it hires a general manager.
C. Communication with Managers and Management Company. Franchisor may

communicate directly with the managers at the Hotel and the Management Company about day-to-day
operations of the Hotel and Franchisor may rely on such statements of the managers and Management
Company. Such communications will not affect the requirements of Section 25 or Section 27.7.
Franchisor will under no circumstances direct or control such Hotel operations.
8.3 Compliance with the Standards.
A. Required Activities. Franchisee will: (i) operate the Hotel at all times in
compliance with the Standards; (ii) fully participate in the Quality Assurance Program and all mandatory
programs for System Hotels (which may require providing complimentary guestrooms and refunds);
(iii) offer all guest services required for System Hotels (which may include complimentary services);
(iv) make all payments due in accordance with the terms of all contracts and invoices related to the Hotel,

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except for payments that are disputed in good faith; and (v) provide all food and beverage service in the
Hotel in compliance with the Standards and Applicable Law.
B. Prohibited Activities. Except as permitted in the Standards, Franchisee will not,

without Franchisor’s prior approval: (i) knowingly permit gambling to take place at the Hotel or use the
Hotel for any casino, lottery, or other type of gaming activities, or directly or indirectly associate with any
gaming activity; (ii) knowingly permit adult entertainment activities at the Hotel; or (iii) sell, display or
use in the Hotel any vending machines, honor bars, video or other entertainment devices or similar
products.
C. Inspection Rights. Franchisee will permit Franchisor’s representatives to enter

and inspect the Hotel at all reasonable times to confirm that Franchisee is complying with the terms of
this Agreement and the Standards, and to test the equipment, food products and supplies at the Hotel. In
conducting such inspections, Franchisor will not unduly interfere with the operation of the Hotel.
Franchisee will pay all fees and costs related to such inspections to the extent not covered by the Program
Services Contribution. Franchisee will pay all on site costs of third-party inspectors.
8.4 System Promotion; No Diversion to Other Businesses.
A. System Promotion. Franchisee will use reasonable efforts to encourage and

promote the use of System Hotels and will refer reservation requests that cannot be fulfilled by the Hotel
to other System Hotels or Franchisor Products in accordance with the Standards.
B. No Diversion to Other Businesses. Franchisee will not use (or permit any other
Person to use) any part of the Hotel for any business or use other than operating a System Hotel without
Franchisor’s prior consent. Franchisee will not use any part of the Hotel or the System to divert business
to, or promote, any other business at or outside of the Hotel, except, if approved by Franchisor, Vacation
Club Products operated under a trade name or trademark owned by Franchisor or any of its Affiliates.
This prohibition includes advertising hotels, Vacation Club Products or any similar product sold on a
periodic basis not operated under a trade name or trademark owned by Franchisor or any of its Affiliates
(including those which Franchisee or its Affiliates operate or in which they have an Ownership Interest).
C. Notice of Certain Hotel Acquisitions. Franchisee will promptly notify Franchisor

if it or any of its Affiliates acquires any Ownership Interest in any full-service hotel (other than a
Franchisor Product) located or to be located within five miles of the Hotel.
9. TRAINING, COUNSELING AND ADVISORY SERVICES
9.1 Training. The Hotel will at all times be managed by personnel who have successfully
completed all mandatory training under the Standards. Franchisor may offer optional training related to
operating System Hotels. Franchisee will pay (i) all tuition, supplies, and Travel Costs and allocations
of internal costs and overhead of Franchisor and its Affiliates for any training in which Franchisee
participates; (ii) an annual charge based on an allocation among System Hotels for the costs of
developing and providing such training; and (iii) a charge for the general manager conference,
regardless of whether Franchisee’s personnel attend. Franchisee will provide training required by
Franchisor for personnel working at the Hotel.
9.2 Counseling and Advisory Services. Franchisor will make representatives available at
Franchisor’s designated offices or at the Hotel to consult with Franchisee about the design and
operation of the Hotel as a System Hotel. Franchisor may require Franchisee to pay the Travel Costs of
such representatives who consult at the Hotel.

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10. SYSTEM AND STANDARDS; FRANCHISEE ASSOCIATION
10.1 Compliance with System and Standards. Franchisee agrees that conformity with all
aspects of the System and the Standards is essential to maintain the uniform quality and guest service of
System Hotels. Franchisee will comply at all times with the Standards (including paying amounts owed
pursuant to the Standards for violations thereof) and operate the Hotel in compliance with the System
and the Marriott Agreements. Franchisor will make the Standards available to Franchisee through the
Electronic Systems or in such other manner Franchisor deems appropriate. The Standards will at all
times remain the sole property of Franchisor and its Affiliates.
10.2 Modification of the System and Standards. Franchisor and its Affiliates may modify
the System and Standards, and such modifications may include materially changing, adding or deleting
elements of the System or the Standards. Franchisee agrees that modifications to the System may be
made for all System Hotels or for any Category of System Hotels. Franchisor may allocate the costs of
System modifications among System Hotels or any Category of System Hotels, and such allocation will
be on a fair and consistent basis. Such costs may include development costs and the reimbursement of
capital invested in the development of such System modifications, together with costs incurred by
Franchisor to finance such capital.
10.3 Franchisee Association. Subject to compliance with certain membership requirements,

Franchisee, Franchisor and other System Hotel franchisees and licensees are eligible to participate in an
association organized to consider and make recommendations on matters related to the operation of
System Hotels (the “Association”). Franchisee will pay any Association dues and assessments, which
will be consistently applied to all System Hotel franchisees. The Association will vote on bylaws and
election of officers. Franchisor will regard recommendations of the Association as expressing the
consensus of members of the Association.
11. PROPRIETARY MARKS AND INTELLECTUAL PROPERTY
11.1 Franchisor’s Representations Concerning the Proprietary Marks.
A. Representations. Franchisor represents that:
1. Franchisor and its Affiliates have the right to grant Franchisee the right
to use the Proprietary Marks in accordance with this Agreement; and
2. Franchisor and its Affiliates will take all steps reasonably necessary to
preserve and protect the ownership and validity of the Proprietary Marks. Franchisor will not be required
to maintain any registration for any Proprietary Marks that Franchisor determines, in its sole discretion,
cannot or should not be maintained.
B. Indemnification for Infringement Claims. Franchisor will indemnify and hold

Franchisee harmless against claims that Franchisee’s use of the Proprietary Marks in accordance with this
Agreement infringes the rights of any third party unrelated to Franchisee, if Franchisee: (i) is in
compliance with this Agreement, (ii) gives prompt notice of any such claim to Franchisor, (iii) permits
Franchisor to have sole control over the defense and settlement of the claim and (iv) cooperates fully with
Franchisor in defending or settling the claim.
11.2 Franchisee’s Use of Intellectual Property and the System.
A. Use of the Intellectual Property and the System. Franchisee agrees that:

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1. Franchisee will use the Intellectual Property and the System only for the
operation of the Hotel and only in the form and manner as provided in the Standards or approved by
Franchisor. Franchisee will offer or sell only those goods and services under the Proprietary Marks that
are of a nature and quality that comply with the Standards. Any use of the System not authorized by
Franchisor will constitute an infringement of Franchisor’s rights and a default under Section 19.2 of this
Agreement;
2. Franchisee will use the Proprietary Marks only in substantially the same
places, combination, arrangement and manner as provided in the Standards or approved by Franchisor,
including with respect to the name of the Hotel, which will be as designated or approved by Franchisor (it
being understood that Franchisor may change any geographic designation in the name of the Hotel at any
time, so long as the Hotel name includes the Proprietary Marks);
3. Franchisee will identify itself as a franchisee or licensee of Franchisor

and the owner or operator of the Hotel only in the form and manner as provided in the Standards.
Franchisee will not use any Proprietary Marks in any manner that could imply that Franchisee has an
Ownership Interest in the Proprietary Marks;
4. Franchisee has no right to, and will not, Transfer, sublicense or allow any
Person to use any part of the System, unless permitted in this Agreement;
5. Franchisee will not use any part of the System to incur any obligation or
indebtedness on behalf of Franchisor or any of its Affiliates;
6. Franchisee will not use any of the Proprietary Marks or any names or
marks that consist of, contain or are similar to or an abbreviation of any Proprietary Marks, in
Franchisor’s sole opinion (“Similar Marks”), as part of Franchisee’s corporate or legal name, in
connection with any business activity except the Hotel, or as a road name or address, whether alone or in
combination with Other Marks;
7. Franchisee will not register or apply to register any of the Proprietary

Marks or Similar Marks, whether alone or in combination with other trademarks;
8. Franchisee will notify Franchisor of any required business, trade,

fictitious, assumed or similar name registration, and indicate in the registration that Franchisee may use
such name only in accordance with this Agreement;
9. if litigation involving the Intellectual Property is instituted or threatened

against Franchisee, or a claim of infringement involving the Intellectual Property is made against
Franchisee, or Franchisee becomes aware of any infringement of the Intellectual Property, Franchisee will
promptly notify Franchisor and will cooperate fully in any action, defense or settlement of such matters.
Franchisee will not make any demand, serve any notice, institute any legal action or negotiate, litigate,
compromise or settle any controversy about any such matter without first obtaining Franchisor’s prior
consent, which may be withheld in Franchisor’s sole discretion. Franchisor will have the right to bring
any action and to join Franchisee as a party to any action involving the Intellectual Property;
10. if Franchisor believes, in its sole discretion, that Franchisee’s use of the
Intellectual Property does not conform with the Marriott Agreements or the Standards, then Franchisee
will immediately stop the non-conforming use on notice from Franchisor; and

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11. Franchisee will not, and will ensure that its employees and agents do not,
take any action or engage in any conduct that is likely to adversely affect the reputation, goodwill, or
business of the Hotel, the System, any Franchisor Product or Franchisor. Franchisee will comply with the
Standards regarding protection of the reputation of the System, including protection of Intellectual
Property, and promptly notify Franchisor of any event that has occurred that is likely to receive or is
receiving significant negative public attention, and Franchisee will cooperate with Franchisor in the
resolution of, and the public response to, any such matters.
B. Ownership of the System. Franchisee agrees that:
1. Franchisor and its Affiliates are the owners or licensees of all right, title
and interest in and to the System (except certain Electronic Systems provided by third parties), and all
goodwill arising from Franchisee’s use of the System, including the Proprietary Marks, will inure solely
and exclusively to the benefit of Franchisor and its Affiliates. On the expiration or termination of this
Agreement, no monetary amount will be attributable to any goodwill associated with Franchisee’s use of
the System;
2. the Proprietary Marks are valid and serve to identify the System and
System Hotels, and any infringement of the Proprietary Marks will result in irreparable injury to
Franchisor;
3. the Proprietary Marks may be deleted, replaced or modified by

Franchisor or its Affiliates in their sole discretion. Franchisor may require Franchisee, at Franchisee’s
expense, to discontinue or modify Franchisee’s use of any of the Proprietary Marks or to use one or more
additional or substitute marks;
4. Franchisee will not directly or indirectly: (i) attack the ownership, title or
rights of Franchisor or its Affiliates in the System; (ii) contest the validity of the System or Franchisor’s
right to grant to Franchisee the right to use the System in accordance with this Agreement; (iii) take any
action that could impair, jeopardize, violate or infringe any part of the System; (iv) claim any right, title,
or interest in the System except rights granted under this Agreement; or (v) misuse or harm or bring into
disrepute the System;
5. Franchisee has no, and will not obtain any, Ownership Interest in any
part of the System (including any modifications made by or on behalf of Franchisee or its Affiliates).
Franchisee assigns, and will cause each of its employees or independent contractors who contributed to
System modifications to assign, to Franchisor, in perpetuity throughout the world, all rights, title and
interest (including the entire copyright and all renewals, reversions and extensions of such copyright) in
and to such System modifications. Except to the extent prohibited by Applicable Law, Franchisee waives,
and will cause each of its employees or independent contractors who contributed to System modifications
to waive, all “moral rights of authors” or any similar rights in such System modifications. For the
purposes of this Section 11.2.B.5, “modifications” includes any derivatives and additions; and
6. Franchisee will execute, or cause to be executed, and deliver to

Franchisor any documents, and take any actions required by Franchisor to protect the Proprietary Marks
and the title in any System modifications.
11.3 Franchisee’s Use of Other Marks. Franchisee will not use any Mark in connection with
the Hotel or the System that is not a Proprietary Mark, including the names of restaurants or other
outlets at the Hotel (“Other Marks”) without Franchisor’s prior approval. Franchisee will not use any
Other Marks that may infringe or be confused with a third party’s trade name, trademark or other rights

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in intellectual property. Franchisee consents to the use of the Other Marks by Franchisor and its
Affiliates during the Term. Franchisee represents that there are no claims or proceedings that would
materially affect Franchisor’s use of the Other Marks.
11.4 Websites and Domain Names. Franchisee will not display any of the Proprietary Marks
on, or associate the System with (through a link or otherwise), any website, electronic Marketing
Materials, application or software for mobile devices or other technology or media, domain name,
address, designation or listing on the internet or other communication system or medium without
Franchisor’s consent or as permitted in the Standards. Franchisee will not register or use any internet
domain name, address, mobile application or other designation that contains any Proprietary Mark or
any mark that is, in Franchisor’s sole opinion, confusingly similar. At Franchisor’s request, Franchisee
will promptly cancel or transfer to Franchisor any such domain name, address or other designation
under Franchisee’s control.
12. CONFIDENTIAL INFORMATION; DATA PROTECTION
12.1 Confidential Information.
A. Confidentiality Obligations. Franchisee will use Confidential Information only

for the benefit of the Hotel and in conformity with this Agreement, the Standards and Applicable Law.
Franchisee will protect Confidential Information and will immediately on becoming aware report to
Franchisor any theft, loss or unauthorized disclosure of Confidential Information. Franchisee may
disclose Confidential Information only to Franchisee’s employees or agents who require it to operate the
Hotel, and only after they are advised that such information is confidential and that they are bound by
Franchisee’s confidentiality obligations under this Agreement. Without Franchisor’s prior consent,
Franchisee will not copy, reproduce or make Confidential Information available to any Person not
authorized to receive it. The Confidential Information is proprietary and a trade secret of Franchisor and
its Affiliates. Franchisee agrees that the Confidential Information has commercial value and that
Franchisor and its Affiliates have taken reasonable measures to maintain its confidentiality. Franchisee is
liable for any breaches of such confidentiality obligations by its employees or agents.
B. Confidentiality of Negotiated Terms. Franchisee agrees it will not disclose to any

Person the content of the negotiated terms of this Agreement or other Marriott Agreements without the
prior consent of Franchisor except: (i) as required by Applicable Law; (ii) as may be necessary in any
legal proceedings; and (iii) to those of Franchisee’s managers, members, officers, directors, employees,
attorneys, accountants, agents, lenders, prospective lenders, or any nationally-recognized debt ratings
agency, in each case to the extent necessary for the operation or financing of the Hotel and only if
Franchisee informs such Persons of the confidentiality of the negotiated terms. Franchisee will be in
default under this Agreement for any disclosure of negotiated terms by any such Persons.
12.2 Data Protection. Franchisee and Franchisor are each independent controllers of Guest
Personal Data and may share Guest Personal Data during the Term to the extent permitted by
Applicable Law and the Standards. Franchisee will collect, use, and share Guest Personal Data only for
purposes of operating the Hotel and only in accordance with this Agreement, Applicable Law, and the
Standards. Franchisee will not sell any Guest Personal Data. Franchisee will take such actions and sign
such documents that are determined by Franchisor to be necessary to enable Franchisor and Franchisee
to comply with Applicable Law applicable to Guest Personal Data related to the Hotel. Franchisee will
promptly provide notice to Franchisor in accordance with the Standards if Franchisee: (i) discovers or
reasonably suspects a Security Incident; or (ii) has been contacted by a data protection authority about
the processing of Guest Personal Data (in which case Franchisor and any of its Affiliates may control
any proceedings with such data protection authority and Franchisee will reasonably cooperate with

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Franchisor and its Affiliates). If any Person contacts Franchisee seeking to exercise any right under
Applicable Law pertaining to Guest Personal Data, Franchisee will respond to such request in
accordance with the Standards. Franchisee will cooperate with Franchisor as is reasonably necessary (a)
to respond to data access requests related to Guest Personal Data and (b) in the resolution of Security
Incidents at the Hotel.
13. ACCOUNTING AND REPORTS; TAXES
13.1 Accounting. Franchisee will account for Gross Room Sales, Gross Food and Beverage
Sales and Gross Revenues on an accrual basis and in compliance with this Agreement.
13.2 Books, Records and Accounts. Franchisee will maintain and preserve complete and
accurate books, records and accounts for the Hotel in accordance with the Uniform System and United
States generally accepted accounting principles, consistently applied, Applicable Law and the
Standards. Franchisee will preserve these books, records and accounts for at least 5 years from the dates
of their preparation.
13.3 Accounting Statements.
A. Monthly Statements. At Franchisor’s request, for each full or partial month after
the Opening Date, Franchisee will prepare and deliver to Franchisor an operating statement containing the
information required by Franchisor, including Gross Revenues, Gross Room Sales, and Gross Food and
Beverage Sales for such month.
B. Quarterly Projections. On or before the first day of each full calendar quarter
after the Opening Date, Franchisee will provide to Franchisor a monthly estimate of Gross Revenues,
Gross Room Sales, and Gross Food and Beverage Sales for each of the next four calendar quarters in a
format approved or required by Franchisor.
C. Annual Statements. For each full or partial calendar or fiscal year (whichever is
used by Franchisee for income tax purposes), Franchisee will prepare and provide to Franchisor a
complete statement of income and expense from the operation of the Hotel for the preceding year,
including an accounting for the Reserve. This statement is due within 90 days after each year. This
statement will be prepared in accordance with the Uniform System and the United States generally
accepted accounting principles, consistently applied, Applicable Law, the Standards, and the Uniform
System “Income Statement” with standard line items specified by Franchisor, and Franchisee will provide
such supporting documentation and other information that Franchisor may require relating to this
statement. In addition, Franchisee will promptly deliver to Franchisor such other reports and financial
information relating to Franchisee and the Hotel as Franchisor may request.
13.4 Franchisor Examination and Audit of Hotel Records.
A. Examination and Audit. Franchisor and its authorized representatives may, at any
time, but on reasonable notice to Franchisee, examine and copy all books, records, accounts and tax
returns of Franchisee related to the operation of the Hotel during the five years preceding such
examination. Franchisor may have an independent audit made of any such books, records, accounts and
tax returns. Franchisee will provide any assistance reasonably requested for the audit and will provide
copies of any documentation requested by Franchisor without charge.
B. Underreporting. If an examination or audit reveals that Franchisee has made

underpayments to Franchisor, Franchisee will promptly pay Franchisor on demand the amount underpaid

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plus interest under Section 3.6. If an examination or audit finds that Franchisee has understated payments
due Franchisor by 5% or more for the relevant period, or if the examination or audit reveals that the
accounting procedures are insufficient to determine the accuracy of the calculation of payments due,
Franchisee will reimburse Franchisor for all costs relating to the examination or audit (including
reasonable accounting and legal fees). If the examination or audit establishes a pattern of underreporting,
Franchisor may require that the annual financial reports due under Section 13.3.C. be audited by an
independent accounting firm consented to by Franchisor. The rights of Franchisor in this Section 13.4 are
in addition to any other remedies that Franchisor may have, including the right to terminate this
Agreement.
C. Overpayments. If an examination or audit reveals that Franchisee has made

overpayments to Franchisor, the amount of such overpayment, without interest, will be promptly credited
against future payments due Franchisor.
13.5 Taxes.
A. Payment of Taxes. Franchisee will pay when due all Taxes relating to the Hotel,
Franchisee, this Agreement, any other Marriott Agreement or in connection with operating the Hotel,
except income or franchise taxes assessed against Franchisor.
B. Withholding Taxes.
1. The amounts payable to Franchisor will not be reduced by any deduction

or withholding for any present or future Taxes.
2. If Applicable Law imposes an obligation on Franchisee to deduct or

withhold Taxes directly from any amount paid to Franchisor, then Franchisee will deduct or withhold the
required amount and will timely pay the full amount deducted or withheld to the relevant governmental
authority in accordance with Applicable Law. The amount paid to Franchisor will be increased so that
after the deduction or withholding has been made in accordance with Applicable Law, the net amount
actually received by Franchisor will equal the full amount originally invoiced or otherwise payable. If
required or permitted, Franchisee must promptly pay any such deduction or withholding directly to the
relevant governmental authority and provide Franchisor proof of payment.
3. If Applicable Law does not impose an obligation on Franchisee to deduct

or withhold Taxes directly from any amount paid to Franchisor, but requires Franchisor to pay such
Taxes, then Franchisee will pay Franchisor, within 15 days after request, the full amount of the Taxes
paid or payable by Franchisor with respect to such payment so that the net amount actually retained by
Franchisor after payment of Taxes (other than taxes assessed on Franchisor’s net income) will equal the
full amount originally invoiced or otherwise payable.
C. Sales Tax & Similar Taxes. The amounts payable to Franchisor will not be
reduced by any sales, goods and services, value added or similar taxes, all of which will be paid by
Franchisee. Therefore, in addition to making any payment to Franchisor required under this Agreement,
Franchisee will: (i) pay Franchisor the amount of these taxes due with respect to the payment; or (ii) if
required or permitted by Applicable Law, pay these taxes directly to the relevant taxing authority.
D. Tax Disputes. If there is a Dispute by Franchisee as to any Tax liability,

Franchisee may contest the Tax liability in accordance with Applicable Law, but Franchisee will not
permit a sale, seizure or attachment to occur against the Hotel. If such Dispute involves payments of
Taxes that will be withheld, deducted and paid by Franchisee related to payments to Franchisor as

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provided in this Section 13.5, Franchisee will notify Franchisor before taking action with regard to the
Dispute with the tax authority and, if requested by Franchisor, cooperate with Franchisor in preparing its
response. Upon Franchisor’s request, Franchisee will pay such Taxes and seek reimbursement from the
governmental authority. Franchisee will be responsible for any interest or penalties assessed.
14. INDEMNIFICATION
Franchisee will indemnify, defend and hold harmless Franchisor and its Affiliates (and each of
their respective predecessors, successors, assigns, current and former directors, officers, shareholders,
subsidiaries, employees and agents), against all Claims and Damages, including allegations of negligence
by such Persons, to the fullest extent permitted by Applicable Law, arising from: (i) the unauthorized use
of Intellectual Property; (ii) the violation of Applicable Law; or (iii) the construction, conversion and
renovation, repair, operation, ownership or use of the Hotel or the Approved Location (including Claims
and Damages arising from a Security Incident or the use of the Other Marks) or of any other business
related to the Hotel or the Approved Location. Franchisor will have the right, at Franchisee’s cost, to
control the defense of any Claim (including the right to select its counsel or defend or settle any Claim) if
Franchisor determines such Claim may affect the interests of Franchisor or its Affiliates. Such
undertaking by Franchisor will not diminish Franchisee’s indemnity obligations. Neither Franchisor nor
any indemnified Person will be required to seek recovery from third parties or mitigate its losses to
maintain its right to receive indemnification from Franchisee. The failure to pursue such recovery or
mitigate its losses will not reduce the amounts recoverable from Franchisee by an indemnified Person.
Franchisee’s obligation to maintain insurance under Section 15 will not relieve Franchisee of its
obligations under this Section 14. Franchisee’s obligations under this Section 14 will survive the
termination or expiration of this Agreement.
15. INSURANCE
15.1 Insurance Required. During the Term, Franchisee will procure and maintain insurance
with the coverages, deductibles, limits, carrier ratings, and policy obligations required by the Standards.
Such insurance requirements may include: property insurance including business interruption,
earthquake, flood, terrorism and windstorm; workers’ compensation; commercial general liability;
liquor liability; business auto liability; umbrella or excess liability; fidelity coverage; employment
practices liability; cyber liability; and such other insurance customarily carried on hotels similar to the
Hotel. Franchisor may change such requirements in the Standards and may also require Franchisee to
obtain additional types of insurance or increase the amount of coverages. All insurance will by
endorsement specifically:
A. name as unrestricted additional insureds Franchisor, any Affiliate designated by

Franchisor and their employees and agents (except for workers’ compensation and fidelity insurance);
B. provide that the coverages will be primary and that any insurance carried by any
additional insured will be excess and non-contributory;
C. contain a waiver of subrogation in favor of Franchisor and any Affiliate of

Franchisor; and
D. provide that the policies will not be canceled, non-renewed or reduced without at
least 30 days’ prior notice to Franchisor.
15.2 Other Requirements. Franchisee will deliver to Franchisor a certificate of insurance

(and certified copy of such insurance policy if requested) evidencing the insurance required. Renewal

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certificates of insurance will be delivered to Franchisor not less than 10 days before their respective
inception dates. If Franchisee fails to procure or maintain the required insurance, Franchisor will have
the right and authority to procure (without any obligation to do so) such insurance at Franchisee’s cost,
including a reasonable fee for Franchisor’s procurement and maintenance of such insurance. If
Franchisee delegates its insurance obligations to any other Person, Franchisee will ensure that such
Person satisfies such obligations. Such delegation will not relieve Franchisee of its obligations under
this Section 15 and the Standards. Any failure to satisfy the insurance requirements is a default under
this Agreement. Franchisee will cooperate with Franchisor in pursuing any claim under insurance
required by this Agreement.
16. FINANCING OF THE HOTEL
Franchisee and each Interestholder in Franchisee may grant a lien or other security interest in the
Hotel or the revenues of the Hotel, or pledge Ownership Interests in Franchisee or a Control Affiliate as
collateral for the financing of the Hotel. Franchisor may provide information to and otherwise
communicate with any Person holding such lien, security interest or pledge (or its designee) regarding the
status of the Hotel, this Agreement or any breach or default under this Agreement. If any Person exercises
its rights under such lien, security interest or pledge, Franchisor will have the rights under Section 19.1.
Franchisee will not pledge this Agreement as collateral or grant a security interest in this Agreement, but
Franchisor may provide a comfort letter to a lender on Franchisor’s then-current form and, if it does so,
Franchisee will pay the then-current lender comfort letter processing fee.
17. TRANSFERS
17.1 Franchisee’s Transfer Rights. Franchisee agrees that its rights and duties in this
Agreement are personal to Franchisee and that Franchisor entered into this Agreement in reliance on the
business skill, financial capacity and character of Franchisee and its Affiliates and their principals.
Accordingly, any Transfer of the Hotel, or of any Ownership Interest in Franchisee, a Control Affiliate,
or the Hotel, may be made only in accordance with this Section 17 (including Section 17.5) and only if
such Transfer does not violate Section 17.6. This Agreement may not be Transferred without
Franchisor’s prior consent.
17.2 Transfers Not Requiring Notice or Consent. As long as the following Transfers of
Passive Investor Interests do not result in a change of Control of Franchisee, no notice to or consent by
Franchisor is required:
A. Publicly-traded Securities. A Transfer of publicly-traded securities purchased on

the open market, pursuant to a registration statement or through a registered broker/dealer or investment
adviser;
B. 10% Threshold. A Transfer of Passive Investor Interests (other than those held
by a Guarantor) to a transferee that immediately before and after the Transfer owns less than 10% of the
Ownership Interests in Franchisee; and
C. Investment Fund. A Transfer of limited partnership interests in an investment

fund formed by a sponsoring company in the business of raising capital for investment purposes, as long
as such fund has at least 20 limited partners, none of which owns (immediately before or after such
Transfer) 10% or more of the Ownership Interests in Franchisee or directs the decisions of, or exercises
any Control over, the fund or the companies in which the fund invests.

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17.3 Transfers Requiring Notice but Not Consent. Franchisee must provide notice to
Franchisor at least 20 days prior to any of the following Transfers that are not covered in Section 17.2,
but no consent by Franchisor is required:
A. Passive Investor Transfer. A Transfer of Passive Investor Interests if the

following requirements are met:
1. Franchisee provides Franchisor with the identity of the proposed

transferees and their Interestholders, together with all other related information reasonably requested by
Franchisor;
2. such Transfer, individually and in the aggregate, will not result in: (i) a
change of Control of Franchisee; (ii) any Person and its Affiliates that did not own a majority of the
Ownership Interests in Franchisee before such Transfers collectively owning a majority of the Ownership
Interests in Franchisee after such Transfer; or (iii) a Transfer of all of Guarantor’s Ownership Interest in
Franchisee;
3. each new Interestholder is a Qualified Person, and Franchisee pays the

fees for any required background checks; and
4. if Franchisor requests, Franchisee will execute an amendment to this

Agreement that updates the ownership information in Exhibit A, and pay Franchisor’s outside counsel
costs related to such documentation, if any.
B. Transfer to Affiliates; Transfer for Estate Planning Purposes. A Transfer of the

Hotel or an Ownership Interest in Franchisee to an Affiliate of Franchisee, or a Transfer of an Ownership
Interest in Franchisee for estate planning purposes to an immediate family member or to an entity owned
by, or a trust for the benefit of, an immediate family member, in the case of each such Transfer, if the
following requirements are met:
1. Franchisee or its Control Affiliate owns, directly or indirectly, more than

50% of the economic interests of the proposed transferee (if the transferee is an entity), and such Transfer
does not otherwise result in a change of Control of Franchisee or the Hotel;
2. Franchisee provides the identity of the proposed transferee and its

Interestholders, documentation acceptable to Franchisor evidencing the Transfer, and all other related
information reasonably requested by Franchisor;
3. each Guarantor acknowledges the Transfer and reaffirms its obligations

under the Guaranty and, if required by Franchisor, another party acceptable to Franchisor executes a
guaranty substantially identical to the form in the then-current Disclosure Document;
4. Franchisee is not in breach or default under any of the Marriott

Agreements, or if there is a breach or default, there is an agreement to cure such breach or default;
5. each new Interestholder is a Qualified Person, and Franchisee pays the

fees for any required background checks; and
6. if Franchisor requests, Franchisee and such transferee will execute any

documents required by Franchisor to reflect the Transfer, and Franchisee will pay Franchisor’s outside
counsel costs related to such documentation, if any.

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17.4 Transfers Requiring Notice and Consent. Transfers of the Hotel or a Controlling
Ownership Interest in the Franchisee, a Control Affiliate or the Hotel may be made only with at least 45
days’ advance notice to Franchisor and Franchisor’s prior consent.
A. Conditions to Transfer. Franchisor’s consent to a Transfer under this

Section 17.4 will be subject to satisfaction of the following conditions:
1. Franchisee provides Franchisor the identity of all parties and their

Interestholders, a copy of the purchase agreement, the organizational documents of the transferee and its
Interestholders, together with all other information reasonably requested by Franchisor;
2. payment by Franchisee of the then-current non-refundable property

improvement plan fee (including any fees related to an extension thereof), and payment of the then-
current application fee for System Hotels to Franchisor by the transferee with its submission of the
application. If Franchisor does not consent to the Transfer, Franchisor will refund the application fee, less
$10,000;
3. transferee and any new Interestholder is a Qualified Person;
4. retention of a management company consented to by Franchisor under

Section 8.1 if Franchisor determines in its sole discretion that the transferee is not qualified to operate the
Hotel;
5. execution by the transferee of the then-current form of franchise and

related agreements. The new franchise agreement will contain the standard terms for new franchise
System Hotels as of the date of the Transfer, including the then-current fees and charges, except that
Franchisor may require that the duration be shortened to the remaining Term. The new franchise
agreement will also include a property improvement plan requiring the transferee to address any
renovations necessary to comply with the Standards;
6. payment of all amounts due Franchisor and execution of a general

release of all claims against Franchisor and its Affiliates; and
7. payment of Franchisor’s outside counsel costs related to the Transfer.
Prior Transfers of Ownership Interests by or to a Person that already owns Ownership Interests or an
Affiliate of such Person will be taken into account in determining whether a Transfer of a Controlling
Ownership Interest has occurred. Within 30 days after Franchisor receives notice and all required
information, Franchisor will notify Franchisee of its consent to such Transfer or the reason Franchisor is
withholding its consent.
B. Withholding of Consent. Even if the conditions in Section 17.4.A. are satisfied,

Franchisor may withhold its consent to a Transfer under this Section 17.4 if:
1. Franchisor determines that the proposed transferee’s debt service or

overall financial status will not permit the Hotel to be operated in compliance with the Standards; or
2. an uncured breach or default of a Marriott Agreement exists, and there is

no agreement to cure such breach or default in connection with the Transfer; or
3. the Hotel is not in good standing under the Quality Assurance Program.

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C. Mental Incompetency or Death. If any Person holding a Controlling Ownership
Interest in Franchisee becomes mentally incompetent or dies, the interest of such Person may be
Transferred subject to the terms of this Section 17.4 and only if: (i) any such Transfer will be made within
12 months after such Person is deemed mentally incompetent or dies; and (ii) the obligations of
Franchisee will be satisfied pending the Transfer and the Hotel is operated in compliance with this
Agreement. If such Person was a Guarantor, Franchisor may require another party acceptable to
Franchisor to execute a Guaranty substantially identical to the form in the then-current Disclosure
Document. If an executor, custodian, or other representative is appointed to oversee the management of
Franchisee, Franchisee will give Franchisor notice of such appointment within 30 days and the appointee
will cause the Hotel to be operated in compliance with this Agreement.
17.5 Proposed Transfer to Competitor and Right of First Refusal.
A. Right of First Refusal. If there is a proposed Transfer of the Hotel or an

Ownership Interest in Franchisee or a Control Affiliate to a Competitor, Franchisee will notify Franchisor
stating the identity of the prospective transferee (including the Interestholders of such prospective
transferee), the terms of the proposed transaction, and all other information reasonably requested by
Franchisor. Within 30 days after receipt of such notice and information, Franchisor will notify Franchisee
of its election of one of the following:
1. if the proposed Transfer is a cash transaction, Franchisor (or its designee)

will have the right to purchase or lease the Hotel or acquire the Ownership Interest at the same price and
on the same terms as the Competitor, and Franchisee and Franchisor (or its designee) will promptly enter
into an agreement on such terms; or
2. if the proposed Transfer is a non-cash transaction or other form of

Transfer, Franchisor (or its designee) will have the right to purchase or lease the Hotel or acquire the
Ownership Interest for its fair market value; if Franchisee and Franchisor are unable to agree on the fair
market value within 14 days of Franchisor’s election, Franchisor will promptly provide Franchisee with a
list of at least three nationally recognized appraisers of hotel properties, and within five days Franchisee
will select one of such appraisers to appraise the Hotel or the Ownership Interest. Franchisor and
Franchisee will share the costs of the appraisal equally. Such appraisal will constitute the fair market
value of the Hotel or the Ownership Interest for purposes of this Section 17.5.A.2. Within 30 days of
receipt of the appraisal, Franchisor (or its designee) may either: (i) enter into an agreement to purchase the
Hotel or the Ownership Interest at the fair market value determined by the appraiser; or (ii) take the action
specified in Section 17.5.A.3.; or
3. Franchisor may place Franchisee in default and give notice of its intent to
terminate this Agreement under Section 19.1.B., in which case either: (i) Franchisee will cancel the
Transfer; or (ii) this Agreement will terminate and Franchisee will pay damages pursuant to Section 19.4
and comply with its post-termination obligations; or
4. Franchisor may consent to such Transfer, which consent will be on such

terms as Franchisor may require, in its sole discretion.
B. Real Estate Interest and Injunctive Relief. Franchisee acknowledges that

Franchisor’s rights under Section 17.5.A. are rights in real estate. If requested by Franchisor, Franchisee
will execute a Competitor ROFR, and Franchisor may record such Competitor ROFR in the appropriate
real estate records of the jurisdiction where the Hotel is located, and Franchisee will cooperate in such
filing. Franchisee agrees that damages are not an adequate remedy if Franchisee breaches its obligations
under this Section 17.5, and Franchisor will be entitled to declaratory, injunctive or other relief without

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proving the inadequacy of money damages as a remedy and without posting a bond. If this Agreement is
terminated and Franchisor’s rights under Section 17.5 are no longer in effect, on request, Franchisor will
execute a termination of such interest.
C. Survival of Right of First Refusal. Except for termination of this Agreement

under Section 17.5.A.3. or in connection with a Transfer consented to by Franchisor under
Section 17.5.A.4., Franchisor’s rights under Section 17.5.A. survive early termination of this Agreement
and will apply to any Transfer of the Hotel or an Ownership Interest in Franchisee or a Control Affiliate
to a Competitor that occurs within six months after such termination.
17.6 Restricted Persons. No Transfer of any Ownership Interest in Franchisee, the Hotel or
any Marriott Agreement will be made to a Restricted Person or a Person that receives funding from a
Restricted Person. Any such Transfer is a default under Section 19.1.B.
17.7 Transfers by Franchisor.
A. Transfer to Affiliates. Franchisor may Transfer this Agreement to any of its

Affiliates that assumes Franchisor’s obligations to Franchisee and is reasonably capable of performing
Franchisor’s obligations, without prior notice to, or consent of, Franchisee.
B. Transfer to Other Persons. Franchisor may Transfer this Agreement to any

Person that assumes Franchisor’s obligations to Franchisee, is reasonably capable of performing
Franchisor’s obligations and acquires substantially all of Franchisor’s rights in System Hotels, without
prior notice to, or consent of, Franchisee. Franchisee agrees that any such Transfer will constitute a
release of Franchisor and a novation of this Agreement.
C. Franchisor’s Successors and Assigns. This Agreement will be binding on and

inure to the benefit of Franchisor and its permitted successors and assigns.
18. PROSPECTUS REVIEW
18.1 Franchisor’s Review of Prospectus. Except as stated in Section 18.2, if any Prospectus
uses the Proprietary Marks, identifies the Hotel or Franchisor or its Affiliates or describes the
relationship between Franchisor or Franchisee and their respective Affiliates, Franchisee will:
A. deliver to Franchisor for its review a copy of such Prospectus and all related
materials at least 30 days before the earlier of the date such Prospectus is delivered to a potential
purchaser or a potential investor or filed with the Securities and Exchange Commission or other
governmental authority. Franchisor may require Franchisee to pay its outside counsel costs for the review
of such Prospectus;
B. indemnify, defend and hold harmless Franchisor and its Affiliates in connection
with such Prospectus and the offering; and
C. use any Proprietary Marks in such Prospectus and in any related materials only as
consented to by Franchisor.
Franchisor’s review of any Prospectus is conducted solely to determine the accuracy of any description of
Franchisor’s relationship with Franchisee and compliance with this Agreement, including the
requirements of Section 12.1 and this Section 18, and not to benefit any other Person. Such consent will
not constitute an endorsement or ratification of the proposed offering or Prospectus.

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18.2 Exemption from Review. Franchisor will waive the requirement for its review of a
Prospectus if such Prospectus: (i) only uses the Proprietary Marks in block letters to identify the Hotel,
(ii) provides a clear statement that the Hotel is operated under a license from Franchisor, and (iii)
provides that Franchisor has not reviewed, endorsed or ratified the proposed offering or Prospectus.
19. DEFAULT AND TERMINATION
19.1 Immediate Termination. Franchisee will be in default and Franchisor may terminate
this Agreement without providing Franchisee any opportunity to cure the default, effective on notice to
Franchisee (or on the expiration of any notice or cure period given by Franchisor in its sole discretion or
required by Applicable Law), if any of the following occurs:
A. Financial Defaults.
1. Franchisee or any Guarantor files a voluntary petition or a petition for

reorganization under any bankruptcy, insolvency or similar law;
2. Franchisee or any Guarantor consents to an involuntary petition under

any bankruptcy, insolvency or similar law or fails to vacate any order approving such an involuntary
petition within 90 days from the date the order is entered;
3. Franchisee or any Guarantor is unable to pay its debts as they become

due;
4. Franchisee or any Guarantor is adjudicated to be bankrupt, insolvent or

of similar status by a court of competent jurisdiction;
5. A receiver, trustee, liquidator or similar authority is appointed over the

Hotel;
6. Execution is levied against the Hotel, Franchisee or any material real or

personal property in the Hotel in connection with a final judgment; or
7. A suit to foreclose any lien, mortgage or security interest in the Hotel or

any material personal property at the Hotel, or any security interest in Franchisee is filed and is not
vacated within 90 days.
B. Non-Financial Defaults.
1. Franchisee or any Guarantor or any other Person that Controls or has an

Ownership Interest in Franchisee is or becomes a Restricted Person;
2. Franchisee or any of its Affiliates or any Guarantor takes any action that
constitutes a violation of Applicable Law that adversely affects the Hotel or the System;
3. Franchisee or any of its Affiliates or any Guarantor becomes a

Competitor or a Transfer occurs that does not comply with the terms of Section 17;
4. Franchisee or any of its Control Affiliates or any Guarantor dissolves or

liquidates;

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5. Franchisee loses its right to operate or possess the Hotel, or loses
ownership of the Hotel; or, if the Hotel is subject to a lease referenced in Item 17 of Exhibit A, Franchisee
or the Owner referenced in Item 17 of Exhibit A is in default under such lease, or such lease is terminated
for any reason;
6. the Hotel ceases to operate as a System Hotel;
7. Franchisee engages in a pattern of underreporting amounts payable to

Franchisor under this Agreement involving three or more months within any 24-month period;
8. a threat to public health or safety occurs from the condition of the Hotel
or its operation, that in the opinion of Franchisor, could result in: (i) substantial liability; or (ii) an adverse
effect on the Hotel, other System Hotels, the System or the Proprietary Marks and Franchisee fails to
close the Hotel and remedy the condition on notice from Franchisor;
9. the Hotel fails to achieve the thresholds of performance established by

the Quality Assurance Program and such failure has not been cured within the applicable cure period;
10. any Confidential Information is disclosed in breach of Section 12; or
11. Franchisor sends Franchisee three or more written notices to cure the
same or similar breach or default under this Agreement during any 24-month period, even if such
breaches or defaults have been cured.
19.2 Default with Opportunity to Cure. Franchisee will be in default and Franchisor may
terminate this Agreement for the events listed below, if after 30 days’ notice of default (or such greater
number of days given by Franchisor in its sole discretion or as required by Applicable Law), Franchisee
fails to cure the default as specified in the notice:
A. Franchisee fails to timely start and complete construction or conversion of the

Hotel or fails to timely open the Hotel in accordance with this Agreement and the Standards; or
B. Franchisee fails to timely complete any renovation or repair of the Hotel in

accordance with this Agreement and the Standards; or
C. Franchisee and its Affiliates fail to pay any amounts due under the Marriott
Agreements; or
D. any Marriott Agreement is in breach beyond any applicable cure period, is in

default, or is terminated based on a breach by or default of Franchisee or its Affiliates (or any Owner
referenced in Item 17 of Exhibit A); or
E. Franchisee or any Interestholder in Franchisee, or any officer, director or

employee of Franchisee, is convicted of a Serious Crime or is engaged in conduct that may adversely
affect the Hotel, the System, any Franchisor Product or Franchisor, and such Person is not terminated
from its relationship with Franchisee; or
F. Franchisee fails to comply with the Standards or there occurs any other breach of
the Marriott Agreements, including any representations and warranties by Franchisee.

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19.3 Suspension of Reservation System. If Franchisee is in default under this Agreement
and the default is not cured within the cure period (if any), Franchisor may, in addition to any other
remedies, suspend the Hotel from the Reservation System while such default remains uncured. Once the
default is cured, Franchisor will promptly reconnect the Hotel to the Reservation System. Franchisor’s
exercise of its remedies in this Section 19.3 will not (i) constitute actual or constructive termination or
abandonment of this Agreement; (ii) be a waiver of the default or any breach of this Agreement; or (iii)
preclude Franchisor from terminating this Agreement in accordance with Section 19.1 or 19.2, as
applicable, or pursuing any equitable or other remedies. Franchisee waives all claims against Franchisor
and its Affiliates arising from any suspension from the Reservation System arising as a result of
Franchisee’s default under this Agreement.
19.4 Damages.
A. Harm to Franchisor. Franchisee agrees that if it fails to operate the Hotel as a

System Hotel for the entire Term, Franchisor will incur damages, including loss of future Franchise Fees
and Program Services Contributions, and loss of opportunities for Development Activities, and that
replacement of the Hotel with a comparable hotel will take significant time and effort. Franchisee agrees
that it is difficult to calculate such damages over the remainder of the Term and that the liquidated
damages provided for in Section 19.4.B. of this Agreement are not a penalty and represent a reasonable
estimate of the minimum fair and just compensation for the damages that Franchisor will incur.
B. Payment of Liquidated Damages. If Franchisor terminates this Agreement due to

Franchisee’s default, Franchisee will promptly pay as liquidated damages to Franchisor an amount equal
to (i) the Average Monthly Fees multiplied by (ii) the lesser of (x) 60 or (y) the number of months
remaining in the Term.
C. Actual Damages Under Special Circumstances. Franchisee acknowledges that

because of the increased difficulty in re-entering the market or replacing multiple hotels and the loss of
competitive advantage and customer confidence, Franchisor and the System will suffer additional harm
and the liquidated damages described in Section 19.4.B. might be inadequate to compensate Franchisor if
this Agreement is terminated under the following circumstances. Therefore, Franchisor reserves the right
to seek actual damages in lieu of the liquidated damages described in Section 19.4.B. if:
1. in addition to the termination of this Agreement, at least one additional

franchise, license or management agreement for Franchisor Products between Franchisor and Franchisee,
or their respective Affiliates, is terminated due to Franchisee’s or its Affiliate’s default within 12 months
of the termination of this Agreement; or
2. this Agreement is terminated (i) as a result of a Transfer to a Competitor,

or (ii) in connection with the development or operation of any Other Lodging Product at the Approved
Location (which will be deemed to have occurred if, within two years from the date this Agreement
terminates, any Person operates, or enters into any agreement or commitment contemplating the operation
of, any Other Lodging Product at the Approved Location).
D. Other Remedies. Franchisee acknowledges that it does not have the right to
terminate this Agreement, and it is obligated to operate the Hotel as a System Hotel for the entire Term.
Franchisor’s ability to terminate this Agreement and pursue payment of damages under this Section 19.4
does not preclude Franchisor from electing to pursue additional remedies under Applicable Law
(including equitable remedies pursuant to Section 24.2) and any such election of remedies will not affect
the obligations of Franchisee to comply with Section 20. Franchisee will reimburse Franchisor for any

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outside counsel costs incurred by Franchisor in connection with any default by Franchisee under Section
19.1 or Section 19.2 of this Agreement.
20. POST-TERMINATION
20.1 Franchisee Obligations.
A. De-Identification. On the expiration or other termination of this Agreement,

Franchisee will immediately:
1. cease to operate the Hotel as a System Hotel and not represent or create
the impression that it is a present or former franchisee or licensee of Franchisor or that the Hotel is or was
previously part of the System, unless required under Section 20.1.A.8. or 9. below;
2. permanently cease to use, and remove from the Hotel and any other place
of business, any Intellectual Property and any other identifying characteristics of the System, including
any Electronic Systems, advertising or any articles that display any of the Proprietary Marks or any trade
dress or distinctive features or designs associated with the System or Franchisor Products;
3. remove any signs containing any Proprietary Marks (if Franchisee is

unable to remove the signs immediately, Franchisee will cover the signs and remove them within 48
hours);
4. remove from any internet sites all content under its control related to the
System or Franchisor and take all actions necessary to disassociate itself from Franchisor on the internet.
Franchisee will, at Franchisor’s option, cancel or assign to Franchisor or its designee, any domain name
under the control of Franchisee or its Affiliates that contains any Proprietary Mark, or any mark that
Franchisor determines is confusingly similar, including misspellings and acronyms;
5. cancel any fictitious, trade or assumed name or equivalent registration

that contains any Proprietary Mark or any variations, and provide satisfactory evidence to Franchisor of
its compliance within 30 days after expiration or termination of this Agreement;
6. deliver to Franchisor the originals and all copies of any Intellectual

Property and all other materials relating to the operation of the Hotel under the System, including Guest
Personal Data. Franchisee will not retain a copy of any Intellectual Property or such other System
materials (including electronic copies), except for any documents that Franchisee reasonably needs for
compliance with Applicable Law. If Franchisor explicitly permits Franchisee to use any Intellectual
Property or such other System material after the termination or expiration date, such use by Franchisee
will be in accordance with this Agreement and Applicable Law;
7. cease using any of the Confidential Information or the System and

disclosing it to anyone not authorized by Franchisor to receive it;
8. make such necessary alterations to the Hotel so that the public will not
confuse it with a System Hotel. Until such alterations are completed, Franchisee will place a conspicuous
sign at the registration desk, stating that the Hotel is no longer a System Hotel; and
9. advise all customers in accordance with the Standards that the Hotel is no
longer a System Hotel.

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B. Other Obligations and Termination Costs. On expiration or termination of this
Agreement, Franchisee will (a) comply with the obligations in the Sections referenced under Section 27.8;
and (b) promptly pay: (i) all amounts owing to Franchisor; (ii) all of Franchisor’s costs or fees charged for
removing the Hotel from the System (including any costs resulting from cancellation of reservations or
early departures by customers receiving the notice sent pursuant to Section 20.2); and (iii) a reasonable
estimate of costs and fees that will be due but have not yet been invoiced (if the estimated payment
exceeds actual amounts due, Franchisor will refund the difference to Franchisee). Franchisor will have the
right to recover reasonable legal fees and court costs incurred in collecting such amounts. If this
Agreement is terminated under Section 21.2, Franchisee will cooperate with Franchisor in pursuing its
claim under the business interruption insurance required under this Agreement.
20.2 Franchisor’s Rights on Expiration or Termination. Before or on the expiration or

termination of this Agreement, Franchisor may give notice that the Hotel is leaving the System and take
any other action related to customers, Travel Management Companies, suppliers and other Persons
affected by such expiration or termination, and Franchisor will not be liable for any Damages related to
such notice or action.
21. CONDEMNATION AND CASUALTY
21.1 Condemnation.
A. Condemnation Notification. Franchisee will promptly notify Franchisor if it

receives notice of any proposed taking of any portion of the Hotel by eminent domain, condemnation,
compulsory acquisition or similar proceeding by any governmental authority.
B. Condemnation Restoration. If the condemnation award is sufficient to restore the

Hotel to meet the Standards, Franchisee will cause the Hotel to be promptly restored and reopened within
a reasonable time.
C. Condemnation Termination. If the taking in Section 21.1.A. would materially

affect the continued operation of the Hotel as a System Hotel on a permanent basis, Franchisor or
Franchisee may terminate this Agreement, in which case, Franchisor and Franchisee will execute a
termination agreement and release on Franchisor’s then-current form, and Franchisee will comply with
the post-termination obligations in Section 20.
D. No Liquidated Damages on Condemnation Termination. A termination under this

Section 21.1 will not be a default under this Agreement and Franchisee will not be required to pay
liquidated damages. However, Franchisor will be entitled to receive a fair and reasonable portion of any
condemnation award to compensate Franchisor for its lost revenue, but not more than the amount of
liquidated damages that would have been due under Section 19.4.B.
21.2 Casualty.
A. Casualty Notification. Franchisee will promptly notify Franchisor if the Hotel is

damaged by any casualty.
B. Casualty Restoration. If the Hotel is damaged by any casualty and the cost to
restore the Hotel to the same condition as existed previously is less than 60% of the Hotel’s replacement
cost at the time of the casualty, Franchisee will cause the Hotel to be promptly renovated and reopened
within a reasonable time under Section 4.

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C. Casualty Termination. If the Hotel is damaged by any casualty and the cost to
restore the Hotel to the same condition as existed previously is 60% or more of the Hotel’s replacement
cost at the time of the casualty, Franchisee will have 180 days after the date of the casualty to elect
whether it will restore the Hotel to its previous condition or terminate this Agreement. If Franchisee elects
to restore the Hotel, the Hotel will be promptly renovated and reopened within a reasonable time under
Section 4. If Franchisee elects to terminate this Agreement, Franchisor and Franchisee will execute a
termination agreement and release on Franchisor’s then-current form and Franchisee will comply with the
post-termination obligations in Section 20. Such termination will not affect Franchisor’s right to business
interruption insurance proceeds.
D. No Liquidated Damages on Casualty Termination. A termination under this

Section 21.2 will not be a default under this Agreement and Franchisee will not be required to pay
liquidated damages unless, before the date on which the Term otherwise would have ended, Franchisee or
any of its Affiliates operates an Other Lodging Product at the Approved Location.
22. COMPLIANCE WITH APPLICABLE LAW; LEGAL ACTIONS
22.1 Compliance with Applicable Law. Franchisee will comply with all Applicable Law,
and will obtain all permits, certificates and licenses necessary to operate the Hotel and comply with the
Marriott Agreements.
22.2 Notice of Legal Actions. Within seven days of receipt, Franchisee will notify Franchisor
and provide copies of: (i) any Claim involving the Hotel, Franchisee or Franchisor; (ii) any judgment,
order, or other decree related to the Hotel or Franchisee; or (iii) any inspection reports and warnings
about a material failure to meet health or life safety requirements or any other material violation of
Applicable Law related to the Hotel or Franchisee. This Section 22.2 will not change any notice
requirement that Franchisee may have under any insurance policies.
23. RELATIONSHIP OF PARTIES
This Agreement does not create a fiduciary relationship between Franchisor and Franchisee.
Franchisee is an independent contractor, and neither party is an agent, legal representative, joint venturer,
partner, joint employer, or employee of the other for any purpose and Franchisee will make no
representation to the contrary. Nothing in this Agreement authorizes Franchisee to make any agreement or
representation on Franchisor’s behalf or to incur any obligation in Franchisor’s name.
24. GOVERNING LAW; ARBITRATION; INTERIM RELIEF; COSTS OF

ENFORCEMENT; WAIVERS
24.1 Governing Law, Arbitration, and Jurisdiction.
A. Governing Law. This Agreement takes effect on its acceptance and execution by
Franchisor in Maryland and will be construed under and governed by Maryland law, which law will
prevail if there is any conflict of law. Nothing in this Section 24.1 will make the Maryland Franchise
Registration and Disclosure Law apply to this Agreement or the relationship between Franchisor and
Franchisee, if such law would not otherwise apply.
B. Arbitration.
1. Except as otherwise specified in this Agreement and for Claims for

indemnification under Section 14 or actions for injunctive or other equitable relief under Section 24.2,
any Dispute related to the Hotel, the Marriott Agreements, the relationship of the parties, or any actions or

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omissions in connection with any of the above, will be resolved, referred to, and finally settled by,
arbitration under and in accordance with the Commercial Arbitration Rules of the American Arbitration
Association (or any similar successor rules). The arbitrator(s) will be appointed in accordance with such
rules. The number of arbitrators will be one unless the parties agree otherwise in accordance with such
rules. The place where arbitration proceedings will be conducted is Baltimore, Maryland. The party
bringing the arbitration will submit the following together with any demand or filing required by the
American Arbitration Association: (i) a full and specific description of the claim under this Agreement,
including identifying the specific provisions that the other party has breached, (ii) documentary evidence
of the facts alleged by the complaining party, and (iii) a declaration under penalty of perjury that all facts
stated in the claim and documentation are true and correct and do not fail to state facts known to the
complaining party that are material to the determination of the dispute.
2. The decision of the arbitral tribunal will be final and binding on the
parties and will be enforceable in any courts having jurisdiction. The arbitral tribunal will have no
authority to amend or modify the terms of this Agreement. The arbitral tribunal will have the right to
award or include in its award any relief it deems proper, including money damages and interest on unpaid
amounts, specific performance and legal fees and costs in accordance with this Agreement; however, the
arbitral tribunal may not award punitive, consequential or exemplary damages (except for those related to
misuse of Franchisor’s Intellectual Property). The costs and expenses of arbitration will be allocated and
paid by the parties as determined by the arbitral tribunal.
3. Any arbitration proceeding under this Agreement will be conducted on

an individual (not a class-wide) basis and will not be consolidated with any other arbitration proceedings
to which Franchisor is a party, except that Franchisor may join any management company operating the
Hotel, any owner under an owner agreement related to the Hotel, and any guarantor of any obligations
with respect to the Hotel in any such proceeding. Any Dispute to be settled by arbitration under this
Section will at the request of Franchisee or Franchisor be resolved in a single arbitration before a single
tribunal together with any Dispute arising out of or relating to any other agreement between Franchisee
and Franchisor and its Affiliates. A decision on a matter in another arbitration proceeding will not prevent
a party from submitting evidence with respect to a similar matter or prevent the arbitral tribunal from
rendering an independent decision without regard to such decision in such other arbitration proceeding.
4. Franchisor or Franchisee may, without waiving any rights, seek from a

court having jurisdiction any interim or provisional relief that may be necessary to protect its rights or
property (including any aspect of the System, or any reason concerning the safety of the Hotel or the
health and welfare of any of the Hotel’s guests, invitees or employees).
C. Jurisdiction. Franchisee expressly and irrevocably submits to the non-exclusive

jurisdiction of the courts of the State of Maryland for the purpose of any Disputes that are not required to
be subject to arbitration under Section 24.1.B. So far as permitted under Maryland law, this consent to
personal jurisdiction will be self-operative.
24.2 Equitable Relief. Franchisor is entitled to injunctive or other equitable relief, including
restraining orders and preliminary injunctions, in any court of competent jurisdiction for any threatened
or actual material breach of the Marriott Agreements or non-compliance with the Standards. Franchisor
is entitled to such relief without the necessity of proving the inadequacy of money damages as a
remedy, without the necessity of posting a bond and without waiving any other rights or remedies.
24.3 Costs of Enforcement. The prevailing party in any legal or equitable action related to
the Hotel, this Agreement or the other Marriott Agreements will recover its reasonable legal fees and
costs, including fees and costs incurred in confirming and enforcing an award under Section

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24.1.B. The prevailing party will be determined based upon an assessment of which party’s arguments
or positions could fairly be said to have prevailed over the other party’s arguments or positions on
major disputed issues in the arbitration or at trial, and should include an evaluation of the following: the
amount of the net recovery; the primary issues disputed by the parties; whether the amount of the award
comprises a significant percentage of the amount sought by the claimant; and the most recent settlement
positions of the parties.
24.4 WAIVER OF PUNITIVE DAMAGES. EACH OF FRANCHISEE AND

FRANCHISOR ABSOLUTELY, IRREVOCABLY AND UNCONDITIONALLY WAIVES THE
RIGHT TO CLAIM OR RECEIVE PUNITIVE DAMAGES IN ANY DISPUTE RELATED TO THE
HOTEL, THE MARRIOTT AGREEMENTS, THE RELATIONSHIP OF THE PARTIES, OR ANY
ACTIONS OR OMISSIONS IN CONNECTION WITH ANY OF THE ABOVE, OTHER THAN
FRANCHISOR’S RIGHTS AND REMEDIES RELATED TO FRANCHISOR’S INTELLECTUAL
PROPERTY. NOTHING IN THIS SECTION 24.4 LIMITS FRANCHISEE’S OBLIGATIONS
UNDER SECTION 14.
24.5 WAIVER OF JURY TRIAL. EACH OF FRANCHISEE AND FRANCHISOR

ABSOLUTELY, IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN
ANY DISPUTE RELATED TO THE HOTEL, THE MARRIOTT AGREEMENTS, THE
RELATIONSHIP OF THE PARTIES OR ANY ACTIONS OR OMISSIONS IN CONNECTION
WITH ANY OF THE ABOVE.
25. NOTICES
A. Written Notices. Subject to Section 25.B., all notices, requests, statements and other
communications under this Agreement will be: (i) in writing; (ii) delivered by hand with receipt, or by
courier service with tracking capability; and (iii) addressed, (a) in the case of Franchisor, to the address
stated in Item 15 of Exhibit A; and (b) in the case of Franchisee, to the address stated in Item 16 of
Exhibit A, or in either case at any other address designated in writing by the party entitled to receive the
notice. Any notice will be deemed received (x) when delivery is received or first refused, if delivered by
hand or (y) one day after posting of such notice, if sent via overnight courier.
B. Electronic Delivery. Franchisor may provide Franchisee with electronic delivery of

routine information, invoices, the Standards and other System requirements and programs. Franchisor and
Franchisee will cooperate with each other to adapt to new technologies that may be available for the
transmission of such information.
26. REPRESENTATIONS AND WARRANTIES
26.1 Existence; Authorization; Ownership; Other Representations.
A. Existence. Each of Franchisor and Franchisee represents and warrants that it:
(i) is duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation;
and (ii) has and will continue to have the ability to perform its obligations under this Agreement.
B. Authorization. Each of Franchisor and Franchisee represents and warrants that

the execution and delivery of this Agreement and the performance of its obligations under this
Agreement: (i) have been duly authorized; (ii) do not and will not violate, contravene or result in a default
or breach of (a) any Applicable Law, (b) its governing documents or (c) any agreement, commitment or
restriction binding on the relevant party; and (iii) do not require any consent that has not been obtained by
the relevant party. Without limiting the generality of the foregoing, Franchisee represents and warrants to

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Franchisor that no agreement or other arrangement of any type (including any management agreement,
franchise agreement, letter of intent, option to purchase, technical services agreement, reservation
agreement, or any oral agreement or course of conduct which could be construed to be a contract) exists,
as of the Effective Date, which would prohibit or conflict with Franchisee’s ability to enter into this
Agreement or perform its obligations under this Agreement.
C. Prior Representations. Franchisee represents and warrants that all of the

representations, warranties and information in the application and provided for this Agreement were true
as of the time made and are true as of the Effective Date, regardless of whether such representations,
warranties and information were provided by Franchisee or another Person.
D. Restricted Person; Competitor. Franchisee represents and warrants, and will

ensure throughout the Term, that (i) neither Franchisee nor any of its or the Hotel’s funding sources is a
Restricted Person and (ii) neither Franchisee nor any of its Affiliates is a Competitor.
E. Ownership of Franchisee. Franchisee represents and warrants that the

information in Attachment Two to Exhibit A regarding its Interestholders is complete and accurate. Upon
any Transfer that requires notice to, or the consent of, Franchisor under Section 17, Franchisee will
provide a list of the names and addresses of the Interestholders and documents necessary to confirm such
information and update Attachment Two to Exhibit A.
F. Ownership of the Hotel. Unless otherwise stated in Item 17 of Exhibit A,

Franchisee represents and warrants that either: (i) it is the sole owner of the Hotel and holds good and
marketable fee title to the Approved Location; or (ii) the Approved Location is subject to a valid
purchase, contribution, or similar agreement, and on closing of such agreement, Franchisee will be the
sole owner of the Hotel and will hold good and marketable fee title to the Approved Location. Unless the
Hotel is subject to a lease as indicated in Item 17 of Exhibit A, Franchisee will deliver a copy of the
recorded deed in Franchisee’s name to Franchisor no later than the Construction Start Deadline.
26.2 Additional Franchisee Acknowledgments and Representations.
A. NO RELIANCE. IN ENTERING THIS AGREEMENT, FRANCHISEE

REPRESENTS AND WARRANTS THAT IT DID NOT RELY ON, AND NEITHER FRANCHISOR
NOR ANY OF ITS AFFILIATES HAS MADE, ANY PROMISES, REPRESENTATIONS,
WARRANTIES OR AGREEMENTS RELATING TO THE FRANCHISE, THE HOTEL, OR THE
APPROVED LOCATION OR THE SYSTEM, UNLESS CONTAINED IN THIS AGREEMENT.
B. BUSINESS RISK. FRANCHISEE AGREES THAT THE BUSINESS VENTURE

CONTEMPLATED BY THIS AGREEMENT INVOLVES SUBSTANTIAL BUSINESS RISK, IS A
VENTURE WITH WHICH FRANCHISEE HAS RELEVANT EXPERIENCE AND ITS SUCCESS IS
LARGELY DEPENDENT ON FRANCHISEE’S ABILITY AS AN INDEPENDENT BUSINESS.
FRANCHISOR DISCLAIMS THE MAKING OF, AND FRANCHISEE AGREES IT HAS NOT
RECEIVED, ANY INFORMATION, WARRANTY OR GUARANTEE, EXPRESS OR IMPLIED, AS
TO THE POTENTIAL REVENUES, PROFITS OR SUCCESS OF SUCH BUSINESS VENTURE. IF,
PRIOR TO THE EFFECTIVE DATE, FRANCHISOR HAS FURNISHED ANY HISTORICAL
PERFORMANCE DATA OR PROJECTIONS WITH RESPECT TO THE HOTEL IN CONNECTION
WITH THE POSSIBILITY OF FRANCHISOR OR ITS AFFILIATES MANAGING THE HOTEL (AS
OPPOSED TO GRANTING A FRANCHISE TO FRANCHISEE), FRANCHISEE ACKNOWLEDGES
AND AGREES THAT SUCH DATA AND PROJECTIONS ARE NOT APPLICABLE TO A
FRANCHISED SYSTEM HOTEL AND THAT IT HAS NOT RELIED THEREON IN ENTERING
INTO THIS AGREEMENT. FRANCHISOR WILL NOT INCUR ANY LIABILITY FOR ANY

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ERROR, OMISSION OR FAILURE CONCERNING ANY ADVICE, TRAINING OR OTHER
ASSISTANCE FOR THE HOTEL PROVIDED TO FRANCHISEE, INCLUDING FINANCING,
DESIGN, CONSTRUCTION, RENOVATION OR OPERATIONAL ADVICE.
C. DISCLOSURE AND NEGOTIATION. FRANCHISEE ACKNOWLEDGES

THAT IT HAS READ AND UNDERSTOOD THE DISCLOSURE DOCUMENT AND THE
MARRIOTT AGREEMENTS. FRANCHISEE HAS HAD SUFFICIENT TIME AND OPPORTUNITY
TO CONSULT WITH ITS ADVISORS ABOUT THE POTENTIAL BENEFITS AND RISKS OF
ENTERING INTO THIS AGREEMENT. FRANCHISEE HAS HAD AN OPPORTUNITY TO
NEGOTIATE THIS AGREEMENT.
D. HOLDING PERIODS. FRANCHISEE ACKNOWLEDGES THAT IT

RECEIVED A COPY OF THIS AGREEMENT, ITS EXHIBITS AND ATTACHMENTS, IF ANY,
AND RELATED AGREEMENTS, IF ANY, AT LEAST SEVEN DAYS BEFORE THE DATE ON
WHICH THIS AGREEMENT WAS EXECUTED. FRANCHISEE FURTHER ACKNOWLEDGES
THAT IT HAS RECEIVED THE DISCLOSURE DOCUMENT AT LEAST 14 DAYS BEFORE THE
DATE ON WHICH IT EXECUTED THIS AGREEMENT OR MADE ANY PAYMENT TO
FRANCHISOR IN CONNECTION WITH THIS AGREEMENT.
E. DISCLOSURE EXEMPTION. NOTWITHSTANDING FRANCHISEE’S

ACKNOWLEDGMENT IN SECTION 26.2.D, FRANCHISEE REPRESENTS AND
ACKNOWLEDGES THAT THIS FRANCHISE SALE IS FOR MORE THAN $1,233,000,
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).
27. MISCELLANEOUS
27.1 Counterparts. This Agreement may be executed in any number of counterparts, each of
which will be deemed an original and all of which constitute one and the same instrument. Delivery of
an electronic signature or an executed signature page by electronic transmission is as effective as
delivery of an original signed counterpart. Each party hereto waives any defenses to the enforceability
of the terms of this Agreement based on the foregoing forms of signature.
27.2 Construction and Interpretation.
A. Partial Invalidity. If any term of this Agreement, or its application to any Person
or circumstance, is invalid or unenforceable at any time or to any extent, then: (i) the remainder of this
Agreement, or the application of such term to Persons or circumstances except those as to which it is held
invalid or unenforceable, will not be affected and each term of this Agreement will be valid and enforced
to the fullest extent permitted by Applicable Law; and (ii) Franchisor and Franchisee will negotiate in
good faith to modify this Agreement to implement their original intent as closely as possible in a mutually
acceptable manner.
B. Non-Exclusive Rights and Remedies. No right or remedy of Franchisor or

Franchisee under this Agreement or the Standards is intended to be exclusive of any other right or remedy
under this Agreement at law or in equity.

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C. No Third-Party Beneficiary. Nothing in this Agreement is intended to create any
third-party beneficiary or give any rights or remedies to any Person except Franchisor or Franchisee and
their respective permitted successors and assigns.
D. Actions from Time to Time. When this Agreement permits Franchisor to take any
action, exercise discretion or modify the System, Franchisor may do so from time to time.
E. Interpretation of Agreement. Franchisor and Franchisee intend that this

Agreement excludes all implied terms to the maximum extent permitted by Applicable Law. Headings of
Sections and geographic designations in the footer are for convenience and do not affect interpretation of
this Agreement. All Exhibits to this Agreement form an integral part of this Agreement and are
incorporated by reference, including all Items of Exhibit A even if such Items are not specifically referred
to in this Agreement. Words indicating the singular include the plural and vice versa as the context may
require. References to days, months and years are all calendar references. References that a Person “will”
do something mean the Person has an obligation to do such thing. References that a Person “may” do
something mean a Person has the right, but not the obligation, to do so. References that a Person “may
not” or “will not” do something mean the Person is prohibited from doing so. Examples used in this
Agreement and references to “includes” and “including” are illustrative and not exhaustive.
F. Definitions. All capitalized terms in this Agreement have the meaning stated in
Exhibit B.
27.3 Reasonable Business Judgment.
A. Definition. Reasonable Business Judgment means:
1. For decisions affecting the System, that the rationale for Franchisor’s
decision has a business basis that is intended to: (i) benefit the System or the profitability of the System,
including Franchisor, regardless of whether some hotels may be unfavorably affected; (ii) increase the
value of the Proprietary Marks; (iii) enhance guest, franchisee or owner satisfaction; or (iv) minimize
potential brand inconsistencies or customer confusion; and
2. For decisions unrelated to the System (for example, a requested approval

for the Hotel), that the rationale for Franchisor’s decision has a business basis and Franchisor has not
acted in bad faith.
B. Use of Reasonable Business Judgment. Franchisor will use Reasonable Business

Judgment when discharging its obligations or exercising its rights under this Agreement, including for
any consents and approvals and the administration of Franchisor’s relationship with Franchisee, except
when Franchisor has reserved sole discretion.
C. Burden of Proof. Franchisee will have the burden of establishing that Franchisor
failed to exercise Reasonable Business Judgment. The fact that Franchisor or any of its Affiliates
benefited from any action or decision, or that another reasonable alternative was available, does not mean
that Franchisor failed to exercise Reasonable Business Judgment. If this Agreement is subject to any
implied covenant or duty of good faith and Franchisor exercises Reasonable Business Judgment,
Franchisee agrees that Franchisor will not have violated such covenant or duty.
27.4 Consents and Approvals. Except as otherwise provided in this Agreement, any
approval or consent required under this Agreement will not be effective unless it is in writing and
signed by the duly authorized officer or agent of the party giving such approval or consent. Franchisor

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will not be liable for: (i) providing or withholding any approval or consent; (ii) providing any
suggestion to Franchisee; (iii) any delay; or (iv) denial of any request.
27.5 Waiver. The failure or delay of either party to insist on strict performance of any of the
terms of this Agreement, or to exercise any right or remedy, will not be a waiver for the future.
27.6 Entire Agreement. This Agreement and the Marriott Agreements are fully integrated
and contain the entire agreement between the parties as it relates to this franchise, the Hotel and the
Approved Location and, subject to Section 26.1.C., supersede and extinguish all prior statements,
agreements, promises, assurances, warranties, representations and understandings, whether written or
oral, by any Person. Nothing in this Agreement is intended to require Franchisee to waive reliance on
any representations made in the Disclosure Document.
27.7 Amendments. This Agreement may only be amended in a written document that has
been duly executed by the parties and may not be amended by conduct manifesting assent, and each
party is put on notice that any individual purporting to amend this Agreement by conduct manifesting
assent is not authorized to do so.
27.8 Survival. The duties and obligations of the parties that by their nature or express
language survive expiration or termination of this Agreement will survive expiration or termination of
this Agreement, including the terms of this Section 27 as well as the terms of Sections 11, 12, 13.2,
13.4, 13.5, 14, 17.5, 18, 19.4, 20, 21.1.D., 21.2.D., 22.2 (but only with respect to a Claim, judgment,
report or warning related to Franchisor or its Affiliates or with respect to the period before such
expiration or termination) and 24.
{Signatures appear on the following page}

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IN WITNESS WHEREOF, Franchisor and Franchisee have caused this Franchise Agreement to
be executed, under seal, as of the Effective Date.
FRANCHISOR:
«FRANCHISOR_LICENSOR»
By: _____________________________ (SEAL)

Name:
Title:
FRANCHISEE:
«FRANCHISE_NAME»
By: _____________________________ (SEAL)

Name:
Title:

Westin 3313773v2 (03/31/2023)
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EXHIBIT A
KEY TERMS
1. Trade Name(s): Westin Hotel & Resort or Westin Hotel
2. Approved Location: «address», «city», «state» «zip»
3. Effective Date: ___________________
4. Term: Begins on the Effective Date and ends on the 20th

anniversary of the Opening Date
5. Franchisor: «Franchisor_Licensor», a «Local_juris» «entity_type»
6. Franchisee: «Franchise_Name», a/an «Fran_Domicili» «Fran_corp»
7. Number of Guestrooms: «rooms»
8. Entity that will Operate the Hotel: «manager_Name»
9. Restricted Territory (Westin only): [FOR NEW DEVELOPMENT/CONVERSION ADD:

Franchisor or its Affiliates will not, and will not authorize
any other Person to, open to the public for business a
System Hotel for a period of ____ years after the Opening
Date of the Hotel, but not to extend beyond ____________,
within [ADD THE FOLLOWING FOR A
TERRITORIAL THAT HAS A BOUNDARY
DESCRIPTION: the following area: _______________
(“Restricted Territory”). The center, as of the Effective
Date, of any road, highway, river or lake described above is
the boundary of the Restricted Territory.] -OR- [ADD
THE FOLLOWING FOR A TERRITORIAL THAT
HAS A RADIUS DESCRIPTION: a ______ mile radius
measured from the front door of the Hotel (“Restricted
Territory”).] The Restricted Territory is the area outlined on
the map in Attachment One to this Exhibit. Should a
conflict exist between the map and the narrative, the
narrative will control. The restrictions in this paragraph will
not apply to: (i) a Chain Acquisition; (ii) any other
Franchisor Product that is not included within the System;
or (iii) any System Hotel existing or under development as
of the Effective Date in the Restricted Territory, and if any
such System Hotel in the Restricted Territory ceases to
operate as a System Hotel or does not open as a System

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Hotel, then for each such hotel, an additional hotel may
operate as a System Hotel in the Restricted Territory.]
[FOR CHANGE OF OWNERSHIP OR RENEWAL

ADD: Not Applicable]
10. Application Fee: [FOR NEW DEVELOPMENT/CONVERSION ADD:

$100,000 plus an additional $400 per Guestroom in excess
of 250]
[FOR RELICENSING ADD: $150,000 or $500 per

Guestroom, whichever is greater]
11. Franchise Fees: 7% of Gross Room Sales and 3% of Gross Food and
Beverage Sales
12. Marketing Fund Contribution: 1.325% of Gross Room Sales
13. Construction Start Deadline: «open_date»
14. Opening Deadline: «end_date»
15. Franchisor Notice Address: «Franchisor_Licensor»

Bethesda, MD 20814
Attn: Law Department 52/923.28
16. Franchisee Notice Address: «Franchise_Name»
«fran_street»
«fran_city», «fran_state» «franZipCode»
Attn: «Fran_Attn»
Email: «Fran_email»
with a copy to:

____________________
____________________
____________________
____________________
Attn: _______________
17. Lease Provisions: IF THE HOTEL OR APPROVED LOCATION IS

SUBJECT TO A LEASE, ADD THE FOLLOWING
(OTHERWISE INSERT: Not Applicable):
Franchisee represents and warrants that [(i) Owner is the

sole owner of the Hotel, (ii) the Hotel is leased to
Franchisee under a lease between Franchisee and Owner]

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[OR FOR GROUND LEASE, INSERT: (i) Franchisee is
the sole owner of the Hotel, (ii) the land used for the Hotel
is leased to Franchisee under a ground lease between
Franchisee and Owner] and (iii) Franchisee has all rights
and authority relating to the Hotel for the performance of
Franchisee’s obligations under this Agreement. If the lease
provides for Owner to perform any of Franchisee’s
obligations under this Agreement, Franchisee will cause
Owner to perform such obligations as required under this
Agreement. The existence of the lease and its terms that
require Owner to perform Franchisee’s obligations are not
an assignment of such obligations to Owner and do not
relieve Franchisee of any obligation under this Agreement.
The lease will not limit or restrict Franchisor’s rights or
remedies under this Agreement in any way.
“Owner” means «Owner_Name», a/an «Owner_Domicili»

«Owner_corp».
18. Reserve: NEW BUILD ONLY:
Year after Opening Date % of Gross Revenues

1 1%
2 2%
3-5 3%
6-10 4%
11 and thereafter for the Term 5%
CONVERSION AND RELICENSING: 5%

19. PIP Review Date: [FOR CONVERSION AND RELICENSING ADD:
[date]]
[FOR NEW BUILD ADD: Not Applicable]
20. System Hotel-specific terms: The Hotel will be operated as a Westin Hotel [& Resort]
under the System.
21. Additional Terms: Not Applicable

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ATTACHMENT ONE
TO EXHIBIT A
RESTRICTED TERRITORY
{See map on following page}

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ATTACHMENT TWO
TO EXHIBIT A
OWNERSHIP INTEREST IN FRANCHISEE
Address Country of
Name of Owner (Include Country of Formation or % Interest
Residence, if not U.S.) Nationality (Include
if not U.S.)
NAME AND ADDRESS OF «FRANCHISE_NAME»
«Franchise_Name» «fran_street»
«fran_city», «fran_state» N/A
«franZipCode»
OWNERSHIP OF «FRANCHISE_NAME»
%
%
OWNERSHIP OF
%
%

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EXHIBIT B
DEFINITIONS
The following terms used in this Agreement have the meanings given below:
“Accessibility Requirements” means the Americans with Disabilities Act and other applicable
state laws, codes, and regulations governing public accommodations for persons with disabilities.
“Additional Conditions” means the conditions, if any, stated in Item 8 of Exhibit A.
“Additional Marketing Programs” means advertising, marketing, promotional, public relations,

and sales programs and activities that are not funded by the Marketing Fund, each of which may vary in
duration, apply on a local, regional, national, or Category basis, or include other Franchisor Products.
Examples include email marketing, internet search engine marketing, transaction-based paid internet
searches, sales lead referrals and bookings, cooperative advertising programs, Travel Management
Companies programs, incentive awards, gift cards, guest satisfaction programs, complaint resolution
programs and Loyalty Programs.
“Affiliate” means, for any Person, a Person that is directly or indirectly Controlling, Controlled
by, or under common Control with such Person.
“Agreement” means this Franchise Agreement, including any exhibits and attachments, as may be
amended.
“Applicable Law” means applicable national, federal, regional, state or local laws, codes, rules,
ordinances, regulations, or other enactments, orders or judgments of any governmental,
quasi-governmental or judicial authority, or administrative agency having jurisdiction over the Hotel,
Franchisee, any Guarantor, Franchisor in its capacity as licensor under this Agreement or any of the
Marriott Agreements, or the matters that are the subject of this Agreement, including any applicable data
protection or privacy laws or any of the above that prohibit unfair, fraudulent or corrupt business practices
and related activities, including any such actions or inactions that would constitute a violation of money
laundering or terrorist financing laws and regulations.
“Application Fee” is defined in Section 3.1.
“Approved Location” means the site, including all land and easements used for the Hotel,
described in Item 2 of Exhibit A, as may be updated by the letter agreement issued by Franchisor
described in Exhibit C.
“Average Monthly Fees” means: (x) if the Hotel has been operating as a franchised System Hotel
for at least 24 full months prior to termination, the average monthly Franchise Fees and Program Services
Contributions payable for the Hotel during the immediately preceding 24 months (calculated using the
Franchise Fees specified in this Agreement and the Program Services Contribution in effect at the time of
termination, but without giving effect to any discounts or incentives); provided that, if Franchisor
determines that such calculation does not fairly represent the Hotel’s stabilized performance due to an
Extraordinary Event, “Average Monthly Fees” will mean the average monthly Franchise Fees and
Program Services Contributions payable for the Hotel during the immediately preceding 24 months
during which an Extraordinary Event was not in effect, as determined by Franchisor (or, if fewer, the
months since the Hotel has been operating as a franchised System Hotel) (“Hotel Average Fees”); and (y)
if the Hotel has not operated as a franchised System Hotel for at least 24 months prior to termination, an
amount equal to the greater of (a) the average monthly franchise fees and program services fund

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contributions payable for the previous 24 months for all franchised System Hotels on a per room basis
multiplied by the number of Guestrooms at the Hotel or (b) Hotel Average Fees during the period the
Hotel was operating as a franchised System Hotel; provided that, if Franchisee submitted revenue
projections in its application and either Franchisee or Franchisor believes that the calculation in (a) or (b)
does not fairly represent the Hotel’s projected stabilized performance, it will notify the other, in which
case “Average Monthly Fees” will mean the average monthly Franchise Fees and Program Services
Contributions that would have been payable based on the stabilized Hotel revenue projected by
Franchisee in such application, without giving effect to any discounts or incentives.
“Brand” means a hotel brand, trade name, trademark, system, collection or chain of hotels.
“Case Goods” means furniture and fixtures used in the Hotel such as cabinets, shelves, chests,
armoires, chairs, beds, headboards, desks, tables, mirrors, lighting fixtures and similar items.
“Category” means a group of System Hotels designated by Franchisor or its Affiliates based on
criteria such as geographic (for example, local, regional, national or international) or other attributes (for
example, resorts, urban, or suburban). A Category may have specific Standards or be a descriptive
classification.
“Chain Acquisition” means any hotel or hotels that are members of a chain or group of hotels
with a minimum of four hotels in operation, if (a) all or substantially all are (in a single transaction or
combination of related transactions) acquired by, merged with, franchised by or joined through a
marketing agreement with, Franchisor or an Affiliate, or (b) the operation of all or substantially all of
such hotels is transferred to Franchisor or an Affiliate, in all cases even if such hotel(s) is re-branded as a
System Hotel.
“Claim” means any demand, inquiry, investigation, action, claim or charge asserted, including in
any judicial, arbitration, administrative, debtor or creditor proceeding, bankruptcy, insolvency, or similar
proceeding.
“Competitor” means any Person that has a direct or indirect Ownership Interest in a Brand or is
an Affiliate of such a Person, or any Person that is a Master Franchisee of a Brand, or any officer or
director of such Person, but only if the Brand is comprised of at least: (i) 10 luxury hotels; (ii) 20 full-
service hotels; or (iii) 50 limited-service hotels. For purposes of this definition: “luxury” hotels are hotels
that had a system average daily rate in excess of $200 for the most recent year; “full-service” hotels are
hotels that offer three meals per day and have at least 3,000 square feet of meeting space; and “limited-
service” hotels are hotels that are neither “luxury” hotels nor “full-service” hotels. No Person will be
considered a Competitor if such Person has an interest in a Brand merely as: (i) a franchisee; (ii) a
management company that operates hotels on behalf of multiple brands; or (iii) a passive investor that has
no Control over the business decisions of the Brand, such as limited partners or non-Controlling
stockholders.
“Competitor ROFR” means a memorandum of right of first refusal for the Hotel, the current form
of which is included in the Disclosure Document.
“Confidential Information” means: (i) the Standards; (ii) documents or trade secrets approved for
the System or used in the design, construction, renovation or operation of the Hotel; (iii) any Electronic
Systems and related documentation; (iv) Guest Personal Data; or (v) any other knowledge, trade secrets,
business information or know-how obtained or generated (a) through the use of the System by Franchisee
or the operation of the Hotel (or otherwise obtained from Franchisor or its Affiliates in the course of being

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a franchisee, licensee or owner of the Hotel or of System Hotels) that Franchisor deems confidential or
(b) under any Marriott Agreements.
“Construction Start Deadline” is defined in Exhibit C.
“Control” (in any form, including “Controlling” or “Controlled”) means, for any Person, the
possession, directly or indirectly, of the power to direct or cause the direction of the management or
policies of such Person or the power to veto major policy decisions of such Person. No Person (or Persons
acting together) will be considered to have Control of a publicly-traded company merely due to
ownership of voting stock of such company if such Persons collectively beneficially own less than 25%
of the voting stock of such company.
“Control Affiliate” means an Affiliate of Franchisee that Controls Franchisee.
“Damages” means losses, costs (including legal or attorneys’ fees, litigation costs and settlement
payments), liabilities (including employment liabilities, bodily injury, death, property damage and loss,
personal injury and mental injury), penalties, interest, and damages of every kind and description.
“Design Criteria” means those standards for the design of Hotel Improvements and such other
information for planning, constructing or renovating and furnishing a System Hotel.
“Design Process” is defined in Section 4.4.
“Development Activities” means the development, promotion, construction, ownership, lease,

acquisition, management or operation of: (i) Franchisor Products (including other System Hotels); and (ii)
other business operations, in each case by Franchisor or its Affiliates, or the authorization, licensing or
franchising to other Persons to conduct similar activities.
“Disclosure Document” means that certain document entitled “Franchise Disclosure Document”
provided by Franchisor to prospective franchisees of System Hotels, as such document may be updated by
Franchisor.
“Dispute” means any disagreement, controversy, or Claim relating to or arising out of any
Marriott Agreement, the relationship created by any Marriott Agreement, or the validity or enforceability
of any Marriott Agreement.
“Effective Date” means the date stated in Item 3 of Exhibit A.
“Electronic Systems” means all Software, Hardware and all electronic access to Franchisor’s
systems and data (including telephone and internet access), licensed or made available to Franchisee
relating to the System, including the Reservation System, the Property Management System, the Yield
Management System and any other system established under Sections 7 and 10.
“Electronic Systems Fees” means the fees charged by Franchisor for the Hotel’s use of the
Electronic Systems, which fees include the development and incremental operating costs, ongoing
maintenance, field support costs and the reimbursement of capital invested in the development of such
Electronic Systems, together with costs incurred by Franchisor to finance such capital.
“Electronic Systems License Agreement” means the agreement that is executed by Franchisee as
a condition to using the Electronic Systems, the current form of which is included in the Disclosure
Document.

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“Extraordinary Event” means a Force Majeure Event, a temporary closure of all or part of the
Hotel, or other similar event that causes a temporary and extraordinary change in the Hotel’s
performance.
“FF&E” means Case Goods, Soft Goods, signage and equipment (including telephone systems,
printers, televisions, vending machines, and Hardware), but excludes any item included in Fixed Asset
Supplies.
“Fixed Asset Supplies” means items such as linen, china, glassware, tableware, uniforms and
similar items included within “Operating Equipment” under the Uniform System.
“Force Majeure Event” means an act of nature, terrorism, strike, war, governmental restrictions
(including those related to pandemics, quarantine restrictions or other public health restrictions) or other
causes beyond Franchisee’s control that affect the Hotel.
“Franchise Fees” is defined in Section 3.2.
“Franchisee” means the Person identified in Item 6 of Exhibit A.
“Franchisor” means the Person identified in Item 5 of Exhibit A, and its successors and assigns.
“Franchisor Products” means any hotels and other lodging products, Vacation Club Products,
residential products (such as single family homes or multi-unit apartment buildings or individual units
within such buildings), restaurants, and other products, services, activities and business operations of any
type that are managed, franchised, licensed, owned, leased, developed, promoted or provided by or
associated with, Franchisor or any of its Affiliates, now or in the future, in whole or in part, using any
brand name available to Franchisor or its Affiliates (including any brands or concepts currently used by
Franchisor or its Affiliates for hotels and other lodging products, Vacation Club Products, residential
products, whole ownership facilities, home sharing facilities, and other similar products or concepts, and
any future brands or concepts developed or used by Franchisor or its Affiliates) or not using any brand
name.
“Gross Food and Beverage Sales” means all revenues and receipts of every kind that accrue from
the sale of food and beverages associated with the Hotel, whether inside or outside the Hotel (with no
reduction for charge backs, credit card service charges, or uncollectible amounts). Gross Food and
Beverage Sales includes: (i) revenues from restaurants, bars, lounges, snack shops, and other food outlets
(including within any health club, spa or golf course), room service, mini bar, or other food and beverage
services provided in Guestrooms, banquets, meetings, conventions or other catered events; (ii) revenues
and commissions derived from supplying audiovisual equipment and services (whether the equipment is
owned or rented by Franchisee), rentals of public meeting rooms, cover charges, service charges and other
sales or rentals of services, products, and equipment allocable to food and beverage revenues under the
Uniform System, and supplying equipment and services (whether the equipment is owned or rented by
Franchisee) for connecting public meeting rooms to the internet; (iii) attrition or cancellation fees
collected from unfulfilled reservations for food, beverage, and other services; (iv) the amount of all lost
sales due to the non-availability of food, beverage, and other services, whether or not Franchisee receives
business interruption insurance proceeds; and (v) any awards, judgments or settlements representing
payment for loss of food and beverage sales. Gross Food and Beverage Sales excludes: gratuities received
by Hotel employees; and sales tax, value added tax, or similar taxes on such food, beverage and other
services.

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“Gross Revenues” means all revenues and receipts of every kind (from both cash and credit
transactions, with no reduction for charge backs, credit card service charges, or uncollectible amounts)
derived from operating the Hotel. Gross Revenues includes revenues from: (i) Gross Room Sales;
(ii) Gross Food and Beverage Sales; (iii) licenses, leases and concessions; (iv) equipment rental; (v)
vending machines; (vi) telecommunications services; (vii) parking; (viii) health club or spa revenues; (ix)
sales of merchandise; (x) service charges; (xi) condemnation proceeds for a temporary taking; (xii) any
proceeds from business interruption or other loss of income insurance; and (xiii) any awards, judgments
or settlements representing payment for loss of revenues. Gross Revenues excludes: gratuities received by
Hotel employees; sales tax, value added tax, or similar taxes on such revenues and receipts; and proceeds
from the sale of FF&E.
“Gross Room Sales” means all revenues and receipts of every kind that accrue from the rental of
Guestrooms (with no reduction for charge backs, credit card service charges, or uncollectible amounts).
Gross Room Sales includes: (i) no-show revenue, early departure fees, late check-out fees and other
revenues allocable to rooms revenue under the Uniform System; (ii) resort fees, destination fees, and
mandatory surcharges for facilities (although inclusion of such fees or surcharges does not constitute
approval by Franchisor of such fees and surcharges, which may be limited or prohibited); (iii) fees for
changes to reservations and attrition or cancellation fees collected from unfulfilled reservations for
Guestrooms; (iv) the amount of all lost sales due to the non-availability of Guestrooms in connection with
a casualty event, whether or not Franchisee receives business interruption insurance proceeds; and (v) any
awards, judgments or settlements representing payment for loss of room sales. Gross Room Sales
excludes sales tax, value added tax, or similar taxes on such revenues and receipts.
“Guarantor” means the Person or Persons who guarantee the performance of any of Franchisee’s
obligations under the Marriott Agreements.
“Guaranty” means a guaranty executed by Guarantor for the benefit of Franchisor, the current
form of which is included in the Disclosure Document.
“Guest Personal Data” means any information relating to identified or identifiable actual or
potential guests or customers of the Hotel and other Franchisor Products, including contact information
(such as addresses, phone numbers, facsimile numbers, email and SMS addresses), Guest Preferences and
any other information collected from or about actual or potential guests or customers of the Hotel and
other Franchisor Products.
“Guest Preferences” means guest histories, preferences, loyalty program activity and any other
related information collected from or about actual or potential guests or customers of the Hotel and other
Franchisor Products through the Loyalty Programs or other means.
“Guestroom” means each rentable unit in the Hotel consisting of a room, suite or suite of rooms
used for overnight guest accommodation, the entrance to which is controlled by the same key; however,
adjacent rooms with connecting doors that can be locked and rented as separate units are considered
separate Guestrooms.
“Hardware” means all computer hardware and other equipment (including all upgrades and
replacements) required for the operation of any Electronic System.
“Hotel” means: (i) the Approved Location; (ii) Hotel Improvements; and (iii) all FF&E, Fixed
Asset Supplies, and Inventories at the Hotel Improvements.

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“Hotel Improvements” means the building or buildings containing Guestrooms, Public Facilities,
administrative facilities, parking, pools, landscaping, and all other improvements constructed or to be
constructed or renovated at the Approved Location.
“Initial Work” is defined in Section 4.2.
“Intellectual Property” means the following items, regardless of the form or medium (for
example, paper, electronic, tangible or intangible): (i) all Software, including the data and information
processed or stored by such Software; (ii) all Proprietary Marks; (iii) all Confidential Information; and
(iv) all other information, materials, and subject matter that are copyrightable, patentable or can be
protected under applicable intellectual property laws, and owned, developed, acquired, licensed, or used
by Franchisor or its Affiliates for the System.
“Interestholder” means, for any Person, a Person that directly or indirectly holds an Ownership
Interest in that Person.
“Inventories” means “Inventories” as defined in the Uniform System, including provisions in

storerooms, refrigerators, pantries and kitchens; beverages; other merchandise intended for sale; fuel;
mechanical supplies; stationery; and other expensed supplies and similar items.
“Inventory Management” means those inventory management services made available by

Franchisor to Franchisee under revenue management or consulting agreements.
“Loyalty Programs” means all loyalty, recognition, affinity, and other programs designed to
promote stays at, or usage of, the Hotel, System Hotels and such other Franchisor Products designated by
Franchisor or its Affiliates, or any similar, complementary, or successor programs or combination thereof.
As of the Effective Date, such programs include “Marriott Bonvoy” and various programs sponsored by
airlines, credit card and other companies.
“Management Company” means a management company for the Hotel selected by Franchisee
and consented to by Franchisor.
“Management Company Acknowledgment” means an acknowledgment regarding the operation

of the Hotel by the Management Company, the current form of which is included in the Disclosure
Document.
“Marketing Fund” means money collected by Franchisor for Marketing Fund Activities.
“Marketing Fund Activities” is defined in Section 6.2.A.
“Marketing Fund Contribution” is defined in Section 3.7.B.
“Marketing Materials” means all advertising, marketing, promotional, sales and public relations
concepts, press releases, materials, concepts, plans, programs, brochures, or other information to be
released to the public, whether in paper, digital or electronic, or in any other form of media.
“Marks” means: (i) any trademarks, trade names, trade dress, words, symbols, logos, slogans,
designs, insignia, emblems, devices, service marks, and indicia of origin (including taglines, program
names, and restaurant, spa or other outlet names); and (ii) any combinations of the above; in each case,
whether registered or unregistered.

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“Marriott Agreements” means, collectively, this Agreement, any other agreements executed with
this Agreement related to the Hotel and any other agreement, whenever executed, related to the Hotel to
which Franchisee, Management Company, any Guarantor or any of their respective Affiliates is a party
and to which Franchisor or any of its Affiliates is also a party or beneficiary, as such agreements may be
amended.
“Master Franchisee” means a Person that has the exclusive rights to develop, operate or sub-
license a Brand.
“Opening Date” means the date identified as the Hotel opening date in the letter agreement issued
by Franchisor described in Exhibit C.
“Opening Deadline” is defined in Exhibit C.
“Other Lodging Product” means a hotel, Vacation Club Products, whole ownership facilities,
condominium, apartment or other similar lodging product that is not a Franchisor Product.
“Other Mark(s)” is defined in Section 11.3.
“Ownership Interest” means all forms of legal or beneficial ownership or Control of entities or
property, including the following: stock, partnership, membership, joint tenancy, leasehold,
proprietorship, trust, beneficiary, proxy, power-of-attorney, option, warrant, and any other interest that
evidences ownership or Control, whether direct or indirect (unless otherwise specified).
“Passive Investor Interests” means non-Controlling Ownership Interests in Franchisee.
“Periodic Renovations” is defined in Section 4.3.
“Person” means an individual (and the heirs, executors, administrators or other legal
representatives of an individual), a partnership, a joint venture, a firm, a company, a corporation, a
governmental department or agency, a trustee, a trust, an unincorporated organization or any other legal
entity.
“Plans” means construction documents, including a site plan and architectural, mechanical,
electrical, civil engineering, plumbing, landscaping and interior design drawings and specifications.
“Program Services Contribution” means the amount charged by Franchisor to the Hotel for
Program Services.
“Program Services Fund” means money collected by Franchisor for Program Services.
“Program Services” is defined in Section 3.7.A.
“Property Management System” means all property management systems (including all Software,
Hardware and electronic access) designated by Franchisor for use in the front office, back-of-the-office or
other operations of System Hotels.
“Proprietary Marks” means any Marks, whether owned currently by Franchisor or any of its
Affiliates or later developed or acquired, that are used or registered by Franchisor or one of its Affiliates,
or by usage are associated with one or more System Hotels.

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“Prospectus” means any registration statement, memorandum, offering document, or similar
document for the sale or transfer of an Ownership Interest.
“Public Facilities” means the lobby areas, meeting rooms, convention or banquet facilities,
restaurants, bars, lounges, corridors and other similar facilities at the Hotel.
“Qualified Person” means a Person that meets Franchisor’s then-current owner or management
company qualifications, as the case may be, including that such Person or any of its Interestholders or
their respective Affiliates: has not been convicted of a Serious Crime; is not a Competitor or a Restricted
Person or a Person that receives funding from a Restricted Person; has not engaged in conduct that may
adversely affect the Hotel, the System, or Franchisor; and has not been a party to any material civil
litigation with Franchisor or its Affiliates.
“Quality Assurance Program” means the program that Franchisor uses to monitor guest
satisfaction and the operations, facilities and services at System Hotels.
“Reasonable Business Judgment” is defined in Section 27.3.A.
“Reservation System” means any reservation system designated by Franchisor for System Hotels
(including Software, Hardware and related electronic access).
“Reserve” is defined in Section 4.3.B.
“Restricted Person” means a Person: (a) that is identified by any government or legal authority as
a Person with whom Franchisor or its Affiliates are prohibited or restricted from transacting business,
including: (i) any Person on the U.S. Department of Treasury’s Office of Foreign Assets Control List of
Specially Designated Nationals and Blocked Persons; the list of Financial Sanctions Targets maintained
by His Majesty’s Treasury; the Consolidated List of Persons, Groups and Entities Subject to EU
Financial Sanctions; or any other list or designation of targeted persons, entities, or groups under
economic sanctions laws made by the United States, the European Union, the United Kingdom, or the
United Nations Security Council; and (ii) any Person ordinarily resident, incorporated, or located in any
country or territory subject to comprehensive U.S., U.K. or E.U. sanctions, or owned or Controlled by, or
acting on behalf of, the government of any such country or territory; or (b) that is an Affiliate of or
Controlled by, or in which 10% or more of the Ownership Interests are held by, any Person identified in
clause (a).
“Restricted Territory” is defined in Item 9 of Exhibit A.
“Sales Agent” means a Person who acts on behalf of Franchisee for: (i) Inventory Management;
(ii) booking reservations at the Hotel or other booking activities, including accessing the Reservation
System; or (iii) sales activities, including arranging group sales.
“Security Incident” means the accidental, unauthorized or unlawful destruction, loss, damage,
alteration, use, disclosure of, acquisition of, or access to, Guest Personal Data.
“Serious Crime” means a crime punishable by either or both: (i) imprisonment of one year or
more; or (ii) payment of a fine or penalty of $10,000 (or the foreign currency equivalent) or more.
“Similar Marks” is defined in Section 11.2.A.6.

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“Soft Goods” means wall and floor coverings, window treatments, carpeting, bedspreads, lamps,
artwork, decorative items, pictures, wall decorations, upholstery, textile, fabric, vinyl and similar items
used in the Hotel.
“Software” means all computer software (including all future upgrades and modifications) and
related documentation provided by Franchisor or designated suppliers for the Electronic Systems.
“Standards” means Franchisor’s manuals, procedures, systems, guides, programs (including the
Quality Assurance Program), requirements, directives, specifications, Design Criteria, and such other
information and initiatives for operating System Hotels.
“System” means the Standards, Intellectual Property, the Electronic Systems, the Loyalty
Programs, the Marketing Fund Activities, Additional Marketing Programs, Marketing Materials, training
programs, and other elements that Franchisor or its Affiliates have designated for System Hotels.
“System Hotel” means a hotel operated by Franchisor, an Affiliate of Franchisor, or a franchisee

or licensee of Franchisor or its Affiliates under the trade name(s) identified in Item 1 of Exhibit A in any
of the 50 States of the United States of America, the District of Columbia and Canada, and excludes any
other Franchisor Product or other business operation.
“Taxes” means taxes, levies, imposts, duties, fees, charges or liabilities imposed by any
governmental authority, including any interest, additions to tax or penalties applicable to any of the
foregoing.
“Term” is defined in Section 2.1.
“Transfer” means any absolute or conditional sale, conveyance, transfer, assignment, exchange,
lease or other disposition.
“Travel Costs” means all travel, food and lodging, living, and other out-of-pocket costs.
“Travel Management Companies” means travel agencies, online travel agencies, group
intermediaries, wholesalers, concessionaires, and other similar travel companies.
“Uniform System” means the Uniform System of Accounts for the Lodging Industry, Eleventh
Revised Edition, 2014, as published by the Hospitality Financial and Technology Professionals, or any
later edition, revision or replacement that Franchisor designates.
“Vacation Club Products” means timeshare, fractional, interval, vacation club, destination club,
vacation membership, private membership club, private residence club, and points club products,
programs and services and includes other forms of products, programs and services where purchasers
acquire an ownership interest, use or other rights to use determinable leisure units on a periodic basis and
pay in advance for such ownership interest, use or other right.
“Yield Management System” means any yield management system (including all Software,
Hardware and electronic access) designated by Franchisor for use by System Hotels.

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EXHIBIT C
NEW DEVELOPMENT
Franchisee acknowledges that the Hotel is to be newly developed and constructed at the
Approved Location under the terms of this Exhibit C and Section 4.4.
1. Construction of the Hotel.
A. Construction Start Deadline. By the date stated in Item 13 of Exhibit A (the

“Construction Start Deadline”), Franchisee will have (a) obtained written long term and construction
financing commitments; (b) entered into a construction contract; (c) obtained zoning clearances, ingress
and egress permits, and building permits in accordance with the approved Plans; and (d) excavated or
started excavation for foundations or underground utilities. Within 10 days after the date Franchisee has
commenced construction, Franchisee will notify Franchisor that it has satisfied the above conditions. If
requested, Franchisee will deliver evidence that such conditions have been met.
B. Opening Deadline. Franchisee will complete construction and furnish the Hotel
in accordance with the approved Plans, the Standards and the Marriott Agreements so that the Opening
Date occurs by the date stated in Item 14 of Exhibit A (the “Opening Deadline”).
C. Extensions. Time is of the essence, but if Franchisee wishes to extend the

Construction Start Deadline or the Opening Deadline, Franchisee will make a written request giving the
reasons for the delay. If the delay is caused by a Force Majeure Event (excluding, for the avoidance of
doubt, unavailability of financing), Franchisor will equitably extend such deadlines. If the delay is not
caused by a Force Majeure Event, Franchisor may, in its sole discretion, extend such deadlines and
require Franchisee to pay its then-current extension fee. The extension fee will be paid to Franchisor with
the request for the extension and is nonrefundable unless Franchisor declines to grant the requested
extension. No extension under this Section 1.C will be granted for more than six months.
D. Permits and Certifications. Franchisee will obtain all permits and certifications
required for lawful construction and operation of the Hotel, including zoning, access, sign, building
permits and fire requirements and, if requested, will certify that it has obtained all such permits and
certifications.
E. Compliance. Franchisee will ensure that the Hotel complies with Applicable
Law, the Standards and the Design Criteria, including the fire protection and life safety Standards (even if
such Standards exceed local code requirements).
F. Franchisee’s Responsibilities. Franchisee is responsible for the entire cost of

constructing, equipping, supplying and furnishing the Hotel as a System Hotel.
G. Site Visits. During construction, Franchisor’s representatives may visit the job
site at any time to observe the work, and Franchisee, its contractors and subcontractors will cooperate
fully with any such site visits. Upon request, Franchisee will submit photos showing the progress of
construction to Franchisor. Franchisor may submit any deficiencies or discrepancies to Franchisee, and
Franchisee will promptly correct such items.
2. Opening Date. Without Franchisor’s prior approval, Franchisee will not advertise,
promote or operate the Hotel as a System Hotel until:
A. the Hotel has been completed in accordance with the Plans, the Standards and the
Marriott Agreements, as determined by Franchisor in its sole discretion. Franchisor may require

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Franchisee to deliver an architect’s certification that the Hotel has been completed in accordance with the
Plans and a copy of the certificate of occupancy for the Hotel;
B. Franchisee delivers a certificate from its licensed architect, engineer or

recognized expert consultant on Accessibility Requirements in the form attached to this Exhibit C as
Attachment Two;
C. Franchisee has installed all FF&E, Electronic Systems and other items and
equipment for opening the Hotel as a System Hotel, including Fixed Asset Supplies and Inventories, and
all is in working order;
D. Franchisee has employed a general manager and department managers, and they
have successfully completed Franchisor’s training programs;
E. Franchisee and its Affiliates have paid all amounts due Franchisor and its
Affiliates;
F. Franchisee has complied with the insurance requirements of this Agreement;
G. Franchisee has retained Franchisor and paid Franchisor the then-current testing
and inspection fee to test and inspect the fire protection and life safety systems of the Hotel, and such
testing and inspection verifies the Hotel complies with Franchisor’s fire protection and life safety
Standards and the fire protection and life safety systems of the Hotel are operational. If the Hotel meets
certain criteria determined by Franchisor, instead of retaining Franchisor, Franchisee may deliver a
certification in the form attached to this Exhibit C as Attachment Three that verifies the Hotel complies
with Franchisor’s fire protection and life safety Standards and the fire protection and life safety systems
of the Hotel are operational. Any such certification must be issued by a third-party licensed fire protection
engineer, engineer, or recognized expert consultant on fire and life safety requirements that has been
approved by Franchisor. Franchisor may require that such certification be issued by a party that has not
participated in the design of the fire protection and life safety systems of the Hotel;
H. Franchisee has notified Franchisor that all requirements for construction,

furnishing and opening the Hotel have been completed and the Hotel is ready to open as a System Hotel;
and
I. Franchisor has granted approval to open and operate the Hotel as a System Hotel
and established the Opening Date in a letter agreement signed by Franchisor and Franchisee or its general
manager in the form attached to this Exhibit C as Attachment One. If Franchisor establishes an Opening
Date but the letter agreement provides for additional construction, upgrading, renovation, or training (the
“Additional Work”), Franchisee will be authorized to use the System and identify the Hotel as a System
Hotel only for such time as Franchisee is diligently completing the Additional Work. Failure to timely
complete the Additional Work is a default under this Agreement. Franchisor may review any Additional
Work, and Franchisee must ensure that the Hotel complies with all requirements of Franchisor following
such review. Franchisee, its contractors and subcontractors must cooperate fully with any inspections
conducted by Franchisor. If any site visits and inspections are necessary to ensure the Hotel complies with
the Additional Work requirements, Franchisor may charge its then-current fee for the additional time
spent inspecting the Hotel plus Travel Costs. If Franchisor determines an additional test and inspection of
the fire protection systems or life safety components of the Hotel is necessary, Franchisor may charge
Franchisee its then-current fee for such site visits and inspections.
3. Inspection of the Hotel. Franchisor will use its commercially reasonable efforts to inspect
the Hotel within 20 days after receipt of the notice specified in Section 2.H of this Exhibit C to determine

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whether Franchisee has satisfied all the requirements for opening the Hotel as a System Hotel; however,
Franchisor will not be liable for delays or loss caused by Franchisor’s inability to complete an inspection
within such time period. If at any time Franchisor determines any additional testing and inspection of the
Hotel’s fire protection and life safety systems are necessary, Franchisor may require that Franchisee
comply with the first sentence of Section 2.G of this Exhibit C.
4. Opening Team. Franchisor will provide an opening team to assist in the opening of the
Hotel as a System Hotel and to train the Hotel employees. The team members will remain at the Hotel for
such time as Franchisor deems appropriate to open the Hotel as a System Hotel. Franchisee will pay
Franchisor’s costs associated with providing such assistance, including Travel Costs.
5. Opening Advertising. Franchisee will conduct an opening advertising and marketing

campaign that complies with the Standards.
6. Parking. If the number of dedicated parking spaces at the Hotel does not comply with the
Standards, Franchisee will secure at a location approved by Franchisor as many nearby parking spaces as
necessary to comply with the Standards (or such lesser amount as Franchisor agrees to in writing). If
such nearby parking spaces are not available for use exclusively by Hotel guests and Franchisor
determines that inadequate parking has negatively affected guest satisfaction at the Hotel, Franchisor
reserves the right to require that Franchisee (i) secure additional parking spaces that will be used
exclusively by Hotel guests or (ii) provide valet parking for vehicles of Hotel guests 24 hours a day, 7
days a week and secure a sufficient number of parking spaces in the vicinity of the Hotel to park such
vehicles. Any parking alternatives must be approved by Franchisor and operated and maintained in a
condition and at all times in a manner consistent with the high standards of quality and service of the
Hotel and the System and will be considered part of the Hotel, including for purposes of insurance and
indemnification.
7. Access Easement. If Franchisor determines that it is necessary or advisable for

Franchisee to secure one or more access easements across adjacent property to have the right to use
driveways, drive aisles or sidewalks for pedestrian and vehicular ingress and egress, Franchisee agrees to
(i) secure such easements (and the right to display signage approved by Franchisor directing traffic across
the property that is subject to the easement) where indicated in the final Plans approved by Franchisor and
(ii) maintain such easements and rights at all times during the Term. Franchisee also agrees to construct
and maintain at all times during the Term the method of ingress and egress indicated in the final Plans,
which will lead directly to the Hotel.

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EXHIBIT C
CONVERSION
Franchisee acknowledges that the Hotel is to be renovated under the terms of this Exhibit C and
Section 4.4:
1. Property Improvement Plan.
A. Property Improvement Plan. Based on a review of the Hotel, the property

improvement plan prepared by Franchisor in Attachment Three outlines the conversion renovation
requirements for the Hotel to become a System Hotel (the “PIP”). All such requirements must be
completed by the Opening Date, unless otherwise noted in the PIP with respect to a particular
requirement. All renovations, furniture, fixtures and equipment will conform to the then-current System
specifications at the time such work is completed.
B. Material Change Review. If any material changes to the Hotel occur after the
date stated in Item 19 of Exhibit A, then Franchisor may re-inspect the Hotel (“Material Change Review”)
and modify the PIP to address such material changes. Franchisee will complete the modified PIP,
including any additional requirements, to Franchisor’s satisfaction. Franchisee and its contractors will
cooperate fully with any inspections Franchisor conducts under a Material Change Review.
2. Conversion Renovation of the Hotel.
A. Construction Start Deadline. By the date stated in Item 13 of Exhibit A (the

“Construction Start Deadline”), Franchisee will have: (i) obtained written financing commitments for the
PIP if necessary; (ii) obtained building permits in accordance with the approved Plans; and (iii) begun
conversion renovation. Within 10 days after it has commenced the conversion renovation, Franchisee will
notify Franchisor that it has satisfied the above conditions. If requested, Franchisee will deliver evidence
that such conditions have been met.
B. Opening Deadline. Franchisee will complete the conversion renovation and

furnish the Hotel in accordance with the approved Plans, the Standards and the Marriott Agreements so
that the Opening Date occurs by the date stated in Item 14 of Exhibit A (the “Opening Deadline”).
C. Extensions. Time is of the essence, but if Franchisee wishes to extend the

Construction Start Deadline or the Opening Deadline, Franchisee will make a written request giving the
reasons for the delay. If the delay is caused by a Force Majeure Event (excluding, for the avoidance of
doubt, unavailability of financing), Franchisor will equitably extend such deadlines. If the delay is not
caused by a Force Majeure Event, Franchisor may, in its sole discretion, extend such deadlines and
require Franchisee to pay its then-current extension fee. The extension fee will be paid to Franchisor with
the request for the extension and is nonrefundable unless Franchisor declines to grant the requested
extension. No extension under this Section 2.C will be granted for more than six months.
required for lawful renovation and operation of the Hotel, including zoning, access, sign, building permits
and fire requirements, and if requested, will certify that it has obtained all such permits and certifications.

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renovating, equipping, supplying and furnishing the Hotel as a System Hotel.
G. Site Visits. During conversion renovation, Franchisor’s representatives may visit

the job site at any time to observe the work, and Franchisee, its contractors and subcontractors will
cooperate fully with any such site visits. Upon request, Franchisee will submit photos showing the
progress of renovation to Franchisor. Franchisor may submit any deficiencies or discrepancies to
Franchisee, and Franchisee will promptly correct such items.
3. Opening Date. Without Franchisor’s prior approval, Franchisee will not advertise,
promote or operate the Hotel as a System Hotel until:
A. the Hotel has been renovated in accordance with the PIP, the Plans, Standards
and the Marriott Agreements, as determined by Franchisor in its sole discretion. Franchisor may require
Franchisee to deliver an architect’s certification that the Hotel has been renovated in accordance with the
PIP and the Plans and a copy of the certificate of occupancy for the Hotel;
B. Franchisee delivers a certificate from its licensed architect, engineer or

recognized expert consultant on Accessibility Requirements in the form attached to this Exhibit C as
Attachment Two;
C. Franchisee has installed all FF&E, Electronic Systems and other items and
equipment for opening the Hotel as a System Hotel, including Fixed Asset Supplies and Inventories, and
all is in working order;
D. Franchisee has employed a general manager and department managers, and they
have successfully completed Franchisor’s management training program;
E. Franchisee and its Affiliates have paid all amounts due Franchisor and its
Affiliates;
F. Franchisee has complied with the insurance requirements of this Agreement;
G. Franchisee has retained Franchisor and paid Franchisor the then-current testing
and inspection fee to test and inspect the fire protection and life safety systems of the Hotel, and such
testing and inspection verifies the Hotel complies with Franchisor’s fire protection and life safety
Standards and the fire protection and life safety systems of the Hotel are operational;
H. Franchisee has notified Franchisor that the PIP has been completed and the Hotel
is ready to open as a System Hotel; and
I. Franchisor has granted approval to open and operate the Hotel as a System Hotel
and established the Opening Date in a letter agreement signed by Franchisor and Franchisee or its general
manager in the form attached to this Exhibit C as Attachment One. If Franchisor establishes an Opening
Date but the letter agreement provides for additional construction, upgrading, renovation, or training (the
“Additional Work”), Franchisee will be authorized to use the System and identify the Hotel as a System
Hotel only for such time as Franchisee is diligently completing the Additional Work. Failure to timely
complete the Additional Work is a default under this Agreement. Franchisor may review any Additional
Work, and Franchisee must ensure that the Hotel complies with all requirements of Franchisor following
such review. Franchisee, its contractors and subcontractors must cooperate fully with any inspections
conducted by Franchisor. If any site visits and inspections are necessary to ensure the Hotel complies with
the Additional Work requirements, Franchisor may charge its then-current fee for the additional time

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spent inspecting the Hotel plus Travel Costs. If Franchisor determines an additional test and inspection of
the fire protection systems or life safety components of the Hotel is necessary, Franchisor may charge
Franchisee its then-current fee for such site visits and inspections.
4. Inspection of the Hotel. Franchisor will use its commercially reasonable efforts to inspect
the Hotel within 20 days after receipt of the notice specified in Section 3.H of this Exhibit C to determine
whether Franchisee has satisfied all the requirements for opening the Hotel as a System Hotel; however,
Franchisor will not be liable for delays or loss caused by Franchisor’s inability to complete an inspection
within such time period. If at any time Franchisor determines any additional testing and inspection of the
Hotel’s fire protection and life safety systems are necessary, Franchisor may require that Franchisee
comply with Section 3.G of this Exhibit C.
5. Opening Team. Franchisor will provide an opening team to assist in the opening of the
Hotel as a System Hotel and to train the Hotel employees. The team members will remain at the Hotel for
such time as Franchisor deems appropriate to open the Hotel as a System Hotel. Franchisee will pay
Franchisor’s costs associated with providing such assistance, including Travel Costs.
6. Opening Advertising. Franchisee will conduct an opening advertising and marketing

campaign that complies with the Standards.
7. Parking. If the number of dedicated parking spaces at the Hotel does not comply with the
Standards, Franchisee will secure at a location approved by Franchisor as many nearby parking spaces as
necessary to comply with the Standards (or such lesser amount as Franchisor agrees to in writing). If
such nearby parking spaces are not available for use exclusively by Hotel guests and Franchisor
determines that inadequate parking has negatively affected guest satisfaction at the Hotel, Franchisor
reserves the right to require that Franchisee (i) secure additional parking spaces that will be used
exclusively by Hotel guests or (ii) provide valet parking for vehicles of Hotel guests 24 hours a day, 7
days a week and secure a sufficient number of parking spaces in the vicinity of the Hotel to park such
vehicles. Any parking alternatives must be approved by Franchisor and operated and maintained in a
condition and at all times in a manner consistent with the high standards of quality and service of the
Hotel and the System and will be considered part of the Hotel, including for purposes of insurance and
indemnification.
8. Access Easement. If Franchisor determines that it is necessary or advisable for

Franchisee to secure one or more access easements across adjacent property to have the right to use
driveways, drive aisles or sidewalks for pedestrian and vehicular ingress and egress, Franchisee agrees to
(i) secure such easements (and the right to display signage approved by Franchisor directing traffic across
the property that is subject to the easement) where indicated in the final Plans approved by Franchisor and
(ii) maintain such easements and rights at all times during the Term. Franchisee also agrees to construct
and maintain at all times during the Term the method of ingress and egress indicated in the final Plans,
which will lead directly to the Hotel.

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ATTACHMENT ONE
TO EXHIBIT C
AUTHORITY TO OPEN LETTER
Date
[Franchisor]
[Franchisee and address]

_________________________
_________________________
_________________________
Attn:_____________________
Re: Authority to Open and Operate the [______] Hotel located at [address] under the
Franchise Agreement dated (“Franchise Agreement”) between
[Franchisor] and ______________
Dear _____________:
Congratulations! You are authorized and directed to open for business as a System Hotel at the address
above (which address is the Approved Location) as of ____________ (which date is the Opening Date).
The number of Guestrooms at the Hotel authorized by Franchisor as of the Opening Date is _______.
[The number of Guestrooms at the Hotel has increased by _____ Guestrooms since the date of the
Franchise Agreement, and Franchisee must pay an expansion fee in the amount of $___________. Please
send a check payable to [Franchisor] at the address above to the attention of: Franchise Development,
Dept.__________.]
[The Hotel has not been completed to Franchisor’s specifications. However, based on your agreement to
complete the work in Attachment A (the “work”) by the date(s) in that Attachment, Franchisor is willing
to establish the Opening Date as an accommodation to you. The work must be completed to the
satisfaction of Franchisor by no later than _____________, or you will be in breach of the Franchise
Agreement, which may result in suspending the Hotel from the Reservation System or termination of the
Franchise Agreement.]
All terms used and not defined in this Letter have the meanings stated in the Franchise Agreement.
We wish you much success and thank you for your ongoing commitment to Marriott brands.
Respectfully submitted, AGREED AND ACCEPTED:
FOR [FRANCHISOR]: FOR FRANCHISEE:
By: _________________________(SEAL) By: _______________________(SEAL)

Name: Name:
Title: Title:

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ATTACHMENT TWO
TO EXHIBIT C
ADA CERTIFICATION
(to be completed by Franchisee’s licensed architect, engineer or ADA consultant)
In connection with the [NAME AND LOCATION OF HOTEL] (the “Hotel”), I hereby certify to
[FRANCHISEE] and to [FRANCHISOR] that:
[For an “historic hotel” insert: The Hotel [is eligible for listing in the National Register of
Historic Places under the National Historic Preservation Act] [has been designated as
historic under State or local law] [is a qualified historic building under the Uniform Federal
Accessibility Standards] (an “historic hotel”);]
I have used professionally reasonable efforts to ensure that the Hotel complies with the
requirements of the Americans with Disabilities Act (“ADA”) [For an “historic hotel” insert:
as applicable to an historic hotel], and all other related or similar state and local laws,
regulations, and other requirements governing public accommodations for persons with
disabilities in effect at the time that this certification is made; and
In my professional judgment, the Hotel does in fact comply with such requirements.
By: ____________________________
Print Name: ____________________________
Firm: ____________________________
Date: ____________________________

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ATTACHMENT THREE
TO EXHIBIT C
FIRE & LIFE SAFETY CERTIFICATION
(to be completed by Franchisee’s third-party licensed fire protection engineer, engineer or recognized fire
and life safety consultant that has been approved by Franchisor)1
I have used professionally reasonable efforts to ensure that the Hotel complies with Marriott
International, Inc.’s fire protection and life safety Standards in effect as of the [EFFECTIVE
DATE OF FRANCHISE AGREEMENT]; and
In my professional judgment, the Hotel does in fact comply with such standards and the fire
protection and life safety systems of the Hotel are operational.
By: ____________________________
Print Name: ____________________________
Firm: ____________________________
Date: ____________________________
1
Franchisor may require that this certification be issued by a party that has not participated in the design of the fire
protection and life safety systems of the Hotel.

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ATTACHMENT THREE
TO EXHIBIT C
PROPERTY IMPROVEMENT PLAN
{See property improvement plan beginning on the following page}

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EXHIBIT C
CHANGE OF OWNERSHIP
DRAFTING NOTE: Change references from “Franchise Agreement” on the cover page, table of
contents, first page and signature page to “Relicensing Franchise Agreement,” and delete “Chain
Acquisition,” “Construction Start Deadline,” “Opening Deadline” and “Restricted Territory” from
Exhibit B.
In order for the Hotel to continue to operate as a System Hotel, the Agreement is modified by, and the
Hotel is to be renovated under, the terms of this Exhibit C and Section 4.4.
1. Franchisee acknowledges that the following modifications are made to the Agreement:
A. “Opening Date” means ______________. The reference to the Opening Date in the first
sentence of Section 3.2, the first sentence of Section 3.7.A., the first sentence of Section
3.7.B., Section 13.3.A., and Section 13.3.B. is amended to be a reference to the Effective
Date.
B. The following are added to Section 3.5:
“D. Transition Accounting Period Allocations. For the month in which the Effective
Date occurs (the “Transition Accounting Period”), Franchisee and the previous owner or
operator of the Hotel will allocate between themselves payment of amounts due
Franchisor and its Affiliates for the entire month. However, in the event of a dispute
between Franchisee and a previous owner or operator of the Hotel, Franchisee must pay
all amounts invoiced by Franchisor or its Affiliates with respect to the operation of the
Hotel for the entire Transition Accounting Period as though the term of this Agreement
had begun on the first day of the Transition Accounting Period, less any amounts paid in
respect of such invoices by the previous owner or operator of the Hotel. Franchisee
acknowledges and agrees that any dispute between Franchisee and the previous owner or
operator of the Hotel concerning the allocation of payments for the Transition
Accounting Period will be no defense to Franchisee’s obligations pursuant to this Section
3.5.D.
E. Transition Accounting Period Franchise Fees. For purposes of calculating the Franchise
Fees due with respect to each of Gross Room Sales and Gross Food and Beverage Sales
for the Transition Accounting Period, Franchisor may, in its sole discretion, apply the
applicable percentage rate that was in effect for the Hotel immediately before the
Effective Date (each, a “Previous Rate”) in lieu of the Franchise Fees required by Item 11
of Exhibit A, but only for a Previous Rate that is less than the corresponding percentage
rate stated in Item 11 of Exhibit A.”
C. The following are added to Section 26.2:
“F. NO ENDORSEMENT. FRANCHISEE ACKNOWLEDGES THAT

FRANCHISOR DID NOT APPROVE, RECOMMEND, ENDORSE OR PARTICIPATE
IN ANY DECISIONS ABOUT THE TERMS OF ANY TRANSACTION UNDER
WHICH FRANCHISEE ACQUIRED CONTROL OF THE HOTEL, INCLUDING THE
PURCHASE PRICE, AND DID NOT COMMENT ON ANY FINANCIAL
PROJECTIONS SUBMITTED TO FRANCHISEE.

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G. EXISTING AGREEMENTS. FRANCHISEE AGREES TO BE BOUND
BY ALL AGREEMENTS BETWEEN THE PRIOR FRANCHISEE OF THE HOTEL
AND FRANCHISOR OR ITS AFFILIATES, SUCH AS LICENSE, SERVICE OR
REVENUE MANAGEMENT AGREEMENTS AND ANY OTHER AGREEMENTS
RELATING TO THE HOTEL.”
2. Franchisee represents and warrants that it has paid Franchisor’s outside legal counsel fees and
costs incurred for the preparation and negotiation of the Marriott Agreements.
3. Property Improvement Plan.
A. Property Improvement Plan. Based on a review of the Hotel, the property

improvement plan prepared by Franchisor attached to this Exhibit C as Attachment One outlines the
renovation requirements for the Hotel to continue to operate as a System Hotel (the “PIP”). All
renovations, furniture, fixtures and equipment will conform to the then-current System specifications at
the time such work is completed. Completion of the PIP does not satisfy Franchisee’s obligation to
renovate the Hotel under Section 4.3.
B. Material Change Review. If any material changes to the Hotel occur after the
date stated in Item 19 of Exhibit A, then Franchisor may re-inspect the Hotel (“Material Change Review”)
and modify the PIP to address such material changes. Franchisee will complete the modified PIP,
including any additional requirements, to Franchisor’s satisfaction. Franchisee and its contractors will
cooperate fully with any inspections Franchisor conducts under a Material Change Review.
C. PIP Deadlines. Franchisee will perform each item in the PIP by the date stated in
the PIP with respect to such item. Time is of the essence, but if Franchisee wishes to extend the deadlines
for completion of items in the PIP, Franchisee will make a written request giving the reasons for the
delay. If the delay is caused by a Force Majeure Event (excluding for the avoidance of doubt,
unavailability of financing), Franchisor will equitably extend such deadlines. If the delay is not caused by
a Force Majeure Event, Franchisor may, in its sole discretion, extend such deadlines. For any extension,
Franchisor may require Franchisee to pay its then-current extension fee. The extension fee will be paid to
Franchisor with the request for the extension and is nonrefundable unless Franchisor declines to grant the
requested extension. No extension under this Section 3.C will be granted for more than six months.
required for lawful renovation and operation of the Hotel, including zoning, access, sign, building permits
and fire requirements, and if requested, will certify that it has obtained all such permits and certifications.

renovating, equipping, supplying and furnishing the Hotel as a System Hotel. Franchisee will not use any
of the Reserve to pay for the PIP.
G. Site Visits. During renovation, Franchisor’s representatives may visit the job site
at any time to observe the work, and Franchisee, its contractors and subcontractors will cooperate fully
with any such site visits. Upon request, Franchisee will submit photos showing the progress of renovation
to Franchisor. Franchisor may submit any deficiencies or discrepancies to Franchisee, and Franchisee will
promptly correct such items. If any site visits and inspections are necessary to ensure the Hotel complies

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with the PIP, Franchisor may charge its then-current fee for the time spent inspecting the Hotel plus
Travel Costs.
H. Accessibility Certification. Franchisee will not be deemed to have satisfied the

requirements of the PIP until Franchisee delivers a certification from its architect, licensed professional
engineer, or recognized expert consultant on Accessibility Requirements in the form attached to this
Exhibit C as Attachment Two.
I. Fire Protection and Life Safety Certification. Franchisee will not be deemed to
have satisfied the requirements of the PIP until Franchisee has retained Franchisor and paid Franchisor
the then-current testing and inspection fee to test and inspect the fire protection and life safety systems of
the Hotel, and such testing and inspection verifies the Hotel complies with Franchisor’s fire protection
and life safety Standards and the fire protection and life safety systems of the Hotel are operational.
J. Completion. Franchisee will not be deemed to have satisfied the requirements of

the PIP until Franchisor has confirmed completion.

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ATTACHMENT ONE
TO EXHIBIT C
PROPERTY IMPROVEMENT PLAN
All items must be completed within ______ months after the Effective Date, unless otherwise
noted with respect to a particular item.
Insert PIP

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ATTACHMENT TWO
TO EXHIBIT C
ADA CERTIFICATION
(to be completed by Franchisee’s architect, engineer, or ADA consultant)
[For an “historic hotel” insert: The Hotel [is eligible for listing in the National Register of
Historic Places under the National Historic Preservation Act] [has been designated as
historic under State or local law] [is a qualified historic building under the Uniform Federal
Accessibility Standards] (an “historic hotel”);]
I have used professionally reasonable efforts to ensure that the Hotel complies with the
requirements of the Americans with Disabilities Act (“ADA”) [For an “historic hotel” insert:
as applicable to an historic hotel], and all other related or similar state and local laws,
regulations, and other requirements governing public accommodations for persons with
disabilities in effect at the time that this certification is made; and
In my professional judgment, the Hotel does in fact comply with such requirements.
By: ____________________________
Print Name: ____________________________
Firm: ____________________________
Date: ____________________________

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INSERT STATE AMENDMENT IF NECESSARY

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GUARANTY
This Guaranty (“Guaranty”) is executed as of ______________ (“Effective Date”) by the

undersigned party or parties (“Guarantor”), for the benefit of «Franchisor_Licensor», a «Local_juris»
«entity_type» (“Franchisor”).
In consideration of and as an inducement to Franchisor to execute the «brand» Franchise

Agreement dated ____________________ (as such agreement may be amended, the “Agreement”),
between Franchisor and «Franchise_Name», a/an «Fran_Domicili» «Fran_corp» (“Franchisee”), for the
hotel located or to be located at «address», «city», «state» «zip», Guarantor agrees as follows:
1. Unconditional Guaranty. Guarantor unconditionally guarantees that all of Franchisee’s

obligations under the Marriott Agreements will be punctually paid and performed. Upon failure by
Franchisee to punctually pay or perform and notice from Franchisor, Guarantor will immediately make
each payment and perform each obligation required of Franchisee under the Marriott Agreements.
Franchisor may extend, modify or release any indebtedness or obligation of Franchisee, or settle, adjust or
compromise any Claim against Franchisee without notice to Guarantor, and any such action will not
affect the obligations of Guarantor under this Guaranty.
2. Waiver of Notices. Guarantor waives (i) notice of any amendment of any of the Marriott
Agreements and (ii) notice of demand for payment or performance by Franchisee. Guarantor’s guarantee
applies to any extension or renewal of any of the Marriott Agreements. Guarantor unconditionally and
irrevocably waives notice of acceptance of this Guaranty, presentment, demand, diligence, protest and
dishonor or of any other notice to which Guarantor otherwise might be entitled under Applicable Law.
3. Obligations of Guarantor.
A. No Limitations. The obligations of Guarantor under this Guaranty will not be

reduced, limited, terminated, discharged, impaired or otherwise affected by (i) Franchisee’s failure to pay
a fee or provide consideration to Guarantor for the issuance of this Guaranty; (ii) the occurrence or
continuance of a default under any of the Marriott Agreements; (iii) any assignment of any of the Marriott
Agreements; (iv) any amendment, waiver, consent or other action taken related to any Marriott
Agreement, including any discounts or extensions of time for payment of any amounts due under any of
Marriott Agreement or extensions of time for the performance of any obligation of Franchisee under any
Marriott Agreement; (v) the voluntary or involuntary liquidation, sale or other disposition of all or any
portion of Franchisee’s assets, or the receivership, insolvency, bankruptcy, reorganization or similar
proceedings affecting Franchisee or its assets or the release or discharge of Franchisee from any of its
obligations under any Marriott Agreement; or (vi) any change of circumstances, whether or not
foreseeable, and whether or not any such change could affect the risk of Guarantor.
B. Changes to the Marriott Agreements. Any modifications, amendments, waivers

or consents to the Marriott Agreements may be agreed to or granted without the approval or consent of
Guarantor.
4. Payment and Performance. This Guaranty constitutes a guaranty of payment and

performance and not of collection. Guarantor waives any right to require Franchisor to proceed, by way of
set-off or otherwise, against (i) Franchisee; (ii) any assets of Franchisee; (iii) any assets of Franchisee
held by any Person as security; or (iv) any other guarantor.
5. Preferences or Other Return Payments. This Guaranty will continue to be effective or

be reinstated, as the case may be, if at any time payment under any of the Marriott Agreements is

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rescinded or must otherwise be restored or returned by Franchisor due to the insolvency, bankruptcy or
reorganization of Franchisee or Guarantor, all as though such payment had never been made.
6. Notices. All notices and other communications will be: (i) in writing; (ii) delivered by
hand with receipt, or by courier service with tracking capability; and (iii) addressed as provided below or
at any other address designated in writing by Guarantor. Any notice will be deemed received (i) when
delivery is received or first refused, if delivered by hand or (ii) one day after posting of such notice, if sent
via overnight courier.
7. Joint and Several Liability. If more than one Person has executed this Guaranty as a
Guarantor, the liability of each Guarantor will be joint, several and primary.
8. Death of Guarantor. On the death of any individual Guarantor, the estate of such
Guarantor will be bound by this Guaranty but only for defaults and obligations existing at the time of
death. In such event, the obligations of any other Guarantors will continue in full force and effect.
9. Existence; Authorization; Prior Representations.
A. Existence. Each Guarantor that is not an individual represents and warrants that
it: (i) is duly formed, validly existing and in good standing under the laws of the jurisdiction of its
formation and (ii) has, and will continue to have, the ability to perform its obligations under this
Guaranty.
B. Authorization. Each Guarantor represents and warrants that the execution and
delivery of this Guaranty and the performance of its obligations under this Guaranty: (i) have been duly
authorized; (ii) do not and will not violate, contravene or result in a default or breach of (a) any
Applicable Law, (b) its governing documents or (c) any agreement, commitment or restriction binding on
the relevant party; and (iii) do not require any consent that has not been properly obtained by the relevant
party.
C. Prior Representations. Guarantor represents and warrants that all of the

information in the application and provided in the Marriott Agreements was true as of the time made and
is true as of the Effective Date, regardless of whether such representations and warranties were provided
by Franchisee or another Person.
D. Restricted Persons. Guarantor represents and warrants, and will ensure throughout the
Term, that neither Guarantor nor any of its funding sources is a Restricted Person.
10. Governing Law; Arbitration; Jurisdiction.
A. Governing Law. This Guaranty will be construed under and governed by

Maryland law, which law will prevail if there is any conflict of law.
B. Arbitration.
1. Except as otherwise agreed in this Guaranty and for Claims for

indemnification under Section 14 of the Agreement or actions for injunctive or other equitable relief
under Section 24.2 of the Agreement, any disagreement, controversy, or Claim relating to or arising out of
this Guaranty, the relationship created by this Guaranty, or the enforceability of this Guaranty, including
any question regarding its existence, validity, legality or termination, and any claim regarding a breach or
enforcement of this Guaranty (each, a “Dispute”), will be referred to, and finally settled by, arbitration

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under and in accordance with the Commercial Arbitration Rules of the American Arbitration Association
(or any similar successor rules). The arbitrator(s) will be appointed in accordance with such rules. The
number of arbitrators will be one, unless the parties agree otherwise in accordance with such rules. The
place where arbitration proceedings will be conducted is Baltimore, Maryland. The party bringing the
arbitration will submit the following together with any demand or filing required by the American
Arbitration Association: (1) a full and specific description of the claim under this Guaranty including
identifying the specific provisions that the other party has breached, (2) documentary evidence of the facts
alleged by the complaining party, and (3) a declaration under penalty of perjury that all facts stated in the
claim and documentation are true and correct and do not fail to state facts known to the complaining party
that are material to the determination of the dispute.
authority to amend or modify the terms of this Guaranty. The arbitral tribunal will have the right to award
or include in its award any relief it deems proper, including money damages and interest on unpaid
amounts, specific performance and legal fees and costs in accordance with this Guaranty; however, the
arbitral tribunal may not award punitive, consequential or exemplary damages (except for those related to
misuse of Franchisor’s Intellectual Property). The costs and expenses of arbitration will be allocated and
paid by the parties as determined by the arbitral tribunal.
3. Any arbitration proceeding under this Guaranty will be conducted on an

individual (not a class-wide) basis and will not be consolidated with any other arbitration proceedings to
which Franchisor is a party, except that Franchisor may join any current or former guarantor of any
obligations with respect to the Hotel in any such proceeding. Any Dispute to be settled by arbitration
under this Section will at the request of any party to, or beneficiary of, this Guaranty be resolved in a
single arbitration before a single tribunal together with any Dispute arising out of or relating to any other
agreement between such parties or Franchisor’s Affiliates. A decision on a matter in another arbitration
proceeding will not prevent a party from submitting evidence with respect to a similar matter or prevent
the arbitral tribunal from rendering an independent decision without regard to such decision in such other
arbitration proceeding.
4. Any party to or beneficiary of this Guaranty may, without waiving any

rights, seek from a court having jurisdiction any interim or provisional relief that may be necessary to
protect its rights or property (including, without limitation, any aspect of the System, or any reason
concerning the safety of the Hotel or the health and welfare of any of the Hotel’s guests, invitees or
employees).
C. Jurisdiction. Guarantor expressly and irrevocably submits to the non-exclusive

jurisdiction of the courts of the State of Maryland for the purpose of any Disputes that are not required to
be subject to arbitration under Section 10.B. So far as is permitted under Maryland law, this consent to
personal jurisdiction will be self-operative.
11. Costs of Enforcement. Guarantor agrees to pay all costs, including reasonable legal fees,
incurred by Franchisor and its Affiliates to enforce or protect any rights or to collect any amounts due
under this Guaranty or any other Marriott Agreement.
12. WAIVER OF PUNITIVE DAMAGES. EACH OF GUARANTOR AND, BY

ACCEPTANCE OF THIS GUARANTY, FRANCHISOR ABSOLUTELY, IRREVOCABLY AND
UNCONDITIONALLY WAIVES THE RIGHT TO CLAIM OR RECEIVE PUNITIVE DAMAGES IN
ANY DISPUTE RELATED TO THIS GUARANTY, THE RELATIONSHIP OF THE PARTIES OR
ANY ACTIONS OR OMISSIONS IN CONNECTION WITH ANY OF THE ABOVE, OTHER THAN

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PROPERTY.
13. WAIVER OF JURY TRIAL. EACH OF GUARANTOR AND, BY ACCEPTANCE

OF THIS GUARANTY, FRANCHISOR ABSOLUTELY, IRREVOCABLY AND
UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY DISPUTE RELATED TO THIS
GUARANTY, THE RELATIONSHIP OF THE PARTIES OR ANY ACTIONS OR OMISSIONS IN
CONNECTION WITH THE ABOVE.
14. Counterparts. This Guaranty may be executed in any number of counterparts, each of
which will be deemed an original and all of which constitute one and the same instrument. Delivery of an
electronic signature or an executed signature page by electronic transmission is as effective as delivery of
an original signed counterpart. Guarantor waives any defenses to the enforceability of the terms of this
Guaranty based on the foregoing forms of signature.
15. Definitions. All capitalized terms not defined in this Guaranty have the meaning stated in
the Agreement.
16. Waiver. Franchisor’s failure to exercise any right or to insist on compliance by

Guarantor with any provision of this Guaranty will not constitute a waiver of Franchisor’s right to
demand later full compliance with any provision of this Guaranty.
17. Amendments. This Guaranty may only be amended in a written document that has been
duly executed by Guarantor and acknowledged and agreed to by Franchisor, and may not be amended by
conduct manifesting assent, and each of Franchisor and Guarantor is put on notice that any individual
purporting to amend this Guaranty by conduct manifesting assent is not authorized to do so.

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IN WITNESS WHEREOF, Guarantor has executed this Guaranty, under seal, as of the
Effective Date.
GUARANTOR:
_______________________________ (SEAL)
ADDRESS FOR NOTICES:
______________________________________
______________________________________
______________________________________

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MANAGEMENT COMPANY ACKNOWLEDGMENT
This Management Company Acknowledgment (this “Acknowledgment”) is executed on

___________________ (“Execution Date”) and is effective as of ___________________ (“Effective
Date”) by «Franchisor_Licensor», a «Local_juris» «entity_type» (“Franchisor”), «Franchise_Name», a/an
«Fran_Domicili» «Fran_corp» (“Franchisee”), and «manager_Name», a/an «Manager_Domicili»
«Manager_Type» (“Management Company”).
RECITAL
Management Company has entered into an agreement (“Management Agreement”) with

Franchisee to operate the hotel located or to be located at «address», «city», «state» «zip» (the “Hotel”),
under the «brand» Franchise Agreement dated ___________________ (as such agreement may be
amended, the “Agreement”) between Franchisor and Franchisee.
NOW, THEREFORE, in consideration of the promises in this Acknowledgment and other good
and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as
follows:
1. Franchisor’s Consent.
A. Consent and Grant. As of the Effective Date, Franchisor consents to the

operation of the Hotel by Management Company on behalf of Franchisee and grants to Management
Company the right to use the System to operate the Hotel in compliance with the Standards, this
Acknowledgment and the Agreement. Franchisor’s consent is personal to Management Company, and
this Acknowledgment is not assignable by Franchisee or Management Company without Franchisor’s
prior written approval. Such consent and grant will terminate without notice to Management Company
on: (i) the expiration or termination of the Agreement; or (ii) the effective date of Franchisor’s written,
signed consent to the operation of the Hotel by Franchisee or another management company.
B. Withdrawal of Consent. If (i) any of the circumstances in Section 8.1.C of the

Agreement occur, (ii) there is a breach of any provision of the Agreement related to or caused by
Management Company, or (iii) Management Company does not satisfy any Additional Conditions,
Franchisor may withdraw its consent for Management Company to operate the Hotel and require
Franchisee to retain a replacement management company as provided in the Agreement.
2. Management Company Representations. Management Company represents and

warrants to Franchisor that: (i) neither it nor any Person that controls Management Company has been
convicted of a Serious Crime; (ii) neither Management Company nor any Affiliate of Management
Company is a Competitor; (iii) the Management Agreement is valid, binding and enforceable, contains no
terms that may cause a breach of the Agreement and is for a term of not less than five years; and
(iv) neither Management Company nor any Affiliate of Management Company is, nor will be as long as
this Acknowledgment remains in effect, a Restricted Person.
3. Management Company and Franchisee Acknowledgments. Management Company

and Franchisee acknowledge that:
A. Management Company will have the exclusive authority and responsibility for
the day-to-day management of the Hotel on behalf of Franchisee, and will have sufficient authority and
responsibility over Hotel employees to operate the Hotel in compliance with the Standards, the
Agreement and this Acknowledgment. Management Company will not transfer or assign, in whole or in

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part, the Management Agreement or any of its rights, remedies, duties or obligations. The general
manager of the Hotel will devote his or her full time and attention to the management and operation of the
Hotel and will have successfully completed Franchisor’s mandatory management training program
required by the Standards. Management Company will promptly inform Franchisor whenever it hires a
general manager;
B. Management Company will operate the Hotel in strict compliance with the
Standards. Management Company will comply with the terms of the Agreement for the management and
operation of the Hotel, including those related to Intellectual Property, as if Management Company had
executed the Agreement as “Franchisee.” Management Company, however, will have no rights under the
Agreement except as stated in this Acknowledgment and such rights do not constitute a franchise or
license to Management Company. If Franchisee delegates the insurance obligations under the Agreement
to Management Company, Management Company will satisfy such obligations. Management Company
will comply with Applicable Law;
C. Franchisor may enforce directly against Management Company all terms in the
Agreement regarding Intellectual Property and the management and operation of the Hotel (including
insurance, if such obligations have been delegated to Management Company). Franchisor will have the
right to seek and obtain all remedies against the Management Company available at law and in equity for
Management Company’s failure to comply with the terms of this Acknowledgment, in addition to any
remedies Franchisor may have against Franchisee;
D. Management Company assigns, and will cause each of its employees or

independent contractors who contributed to System modifications to assign, to Franchisor, in perpetuity
throughout the world, all rights, title and interest (including the entire copyright and all renewals,
reversions and extensions of such copyright) in and to such System modifications. Except to the extent
prohibited by Applicable Law, Management Company waives, and will cause each of its employees or
independent contractors who contributed to System modifications to waive, all “moral rights of authors”
or any similar rights in such System modifications (for purposes of this Section 3, “modifications”
includes any derivatives and additions);
E. Management Company will execute or cause to be executed and deliver to

Franchisor, any documents, and take any actions required by Franchisor to protect the title in any System
modifications;
F. Any default under the Agreement caused solely by Management Company will
constitute a default under the Management Agreement, and Franchisee will have the right to terminate the
Management Agreement;
G. Franchisee and Management Company will not modify the Management

Agreement in any way that is inconsistent with the Agreement or this Acknowledgment;
H. Franchisee will not allow the Management Agreement to expire or terminate the
Management Agreement without (i) providing Franchisor prior notice of such expiration or termination,
together with the identity of a qualified replacement management company, and (ii) obtaining
Franchisor’s prior consent at least 45 days before any change is made to the management company
operating the Hotel, unless Franchisee needs to remove Management Company on an expedited basis due
to theft, fraud or other material defaults of Management Company or a default under the Agreement
caused by Management Company; and

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I. Management Company will perform the day-to-day operations of the Hotel.
Franchisor may communicate directly with Management Company and the managers at the Hotel about
day-to-day operations of the Hotel and Franchisor may rely on such statement of the managers and the
Management Company. Franchisor will under no circumstances direct or control such Hotel operations.
4. Existence. Each party represents and warrants that it: (i) is duly formed, validly existing,
and in good standing under the laws of the jurisdiction of its formation; and (ii) has and will continue to
have the right and the ability to perform its obligations under this Acknowledgment as long as this
Acknowledgment remains in effect.
5. Authorization. Each party represents and warrants that the execution and delivery of this
Acknowledgment and the performance of its obligations under this Acknowledgment: (i) have been duly
authorized, (ii) do not and will not violate, contravene or result in a default or breach of (a) any
Applicable Law, (b) its governing documents or (c) any agreement, commitment or restriction binding on
the relevant party; and (iii) do not require any consent that has not been properly obtained by the relevant
party.
6. Controlling Agreement. If any provision of the Agreement or this Acknowledgment

conflicts with the Management Agreement, the provision of the Agreement or this Acknowledgment will
control.
7. No Release. Franchisee will remain responsible for the performance of all obligations
under the Agreement. This Acknowledgment will not release Franchisee from any liability or obligation
under the Agreement.
8. Definitions. All capitalized terms not defined in this Acknowledgment have the meaning
stated in the Agreement.
9. Counterparts. This Acknowledgment may be executed in any number of counterparts,

each of which will be deemed an original and all of which constitute one and the same instrument.
Delivery of an electronic signature or an executed signature page by electronic transmission is as effective
as delivery of an original signed counterpart. Each party hereto waives any defenses to the enforceability
of the terms of this Acknowledgment based on the foregoing forms of signature.
10. Governing Law; Arbitration; Jurisdiction.
A. Governing Law. This Acknowledgment will be construed under and governed by

Maryland law, which law will prevail if there is any conflict of law.
B. Arbitration.
1. Except as otherwise agreed in this Acknowledgment and for Claims for

indemnification under Section 14 of the Agreement or actions for injunctive or other equitable relief
under Section 14 of this Acknowledgment, any disagreement, controversy, or Claim relating to or arising
out of this Acknowledgment, the relationship created by this Acknowledgment, or the enforceability of
this Acknowledgment, including any question regarding its existence, validity, legality or termination,
and any claim regarding a breach or enforcement of this Acknowledgment (each, a “Dispute”), will be
referred to, and finally settled by, arbitration under and in accordance with the Commercial Arbitration
Rules of the American Arbitration Association (or any similar successor rules). The arbitrator(s) will be
appointed in accordance with such rules. The number of arbitrators will be one, unless the parties agree
otherwise in accordance with such rules. The place where arbitration proceedings will be conducted is

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Baltimore, Maryland. The party bringing the arbitration will submit the following together with any
demand or filing required by the American Arbitration Association: (1) a full and specific description of
the claim under this Acknowledgment including identifying the specific provisions that the other party
has breached, (2) documentary evidence of the facts alleged by the complaining party, and (3) a
declaration under penalty of perjury that all facts stated in the claim and documentation are true and
correct and do not fail to state facts known to the complaining party that are material to the determination
of the dispute.
authority to amend or modify the terms of this Acknowledgment. The arbitral tribunal will have the right
to award or include in its award any relief it deems proper, including money damages and interest on
unpaid amounts, specific performance and legal fees and costs in accordance with this Acknowledgment;
however, the arbitral tribunal may not award punitive, consequential or exemplary damages (except for
those related to misuse of Franchisor’s Intellectual Property). The costs and expenses of arbitration will
be allocated and paid by the parties as determined by the arbitral tribunal.
3. Any arbitration proceeding under this Acknowledgment will be

conducted on an individual (not a class-wide) basis and will not be consolidated with any other arbitration
proceedings to which Franchisor is a party, except that Franchisor may join any current or former
management company operating the Hotel in any such proceeding. Any Dispute to be settled by
arbitration under this Section will at the request of any party to this Acknowledgment be resolved in a
single arbitration before a single tribunal together with any Dispute arising out of or relating to any other
agreement between such parties or Franchisor’s Affiliates. A decision on a matter in another arbitration
proceeding will not prevent a party from submitting evidence with respect to a similar matter or prevent
the arbitral tribunal from rendering an independent decision without regard to such decision in such other
arbitration proceeding.
4. Any party to this Acknowledgment may, without waiving any rights,

seek from a court having jurisdiction any interim or provisional relief that may be necessary to protect its
rights or property (including, without limitation, any aspect of the System, or any reason concerning the
safety of the Hotel or the health and welfare of any of the Hotel’s guests, invitees or employees).
C. Jurisdiction. Management Company expressly and irrevocably submits to the

non-exclusive jurisdiction of the courts of the State of Maryland for the purpose of any Disputes that are
not required to be subject to arbitration under Section 10.B. So far as permitted under Maryland law, this
consent to personal jurisdiction will be self-operative.
11. Management Company’s Address. Management Company’s mailing address is

provided on the signature page. Management Company agrees to provide notice to both Franchisee and
Franchisor if there is any change in Management Company’s mailing address.
12. Partial Invalidity. If any term of this Acknowledgment, or its application to any Person
or circumstance, is invalid or unenforceable at any time or to any extent, then (i) the remainder of this
Acknowledgment, or the application of such term to Persons or circumstances other than those as to
which it is held invalid or unenforceable, will not be affected and each term of this Acknowledgment will
be valid and enforced to the fullest extent permitted by Applicable Law; and (ii) Franchisor, Franchisee
and Management Company will negotiate in good faith to modify this Acknowledgment to implement
their original intent as closely as possible in a mutually acceptable manner.

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13. No Third-Party Beneficiary. Nothing in this Acknowledgment is intended to create any
third-party beneficiary or give any rights or remedies to any Person other than Franchisor and its
permitted successors and assigns.
14. Equitable Relief. Franchisor is entitled to injunctive or other equitable relief, including
restraining orders and preliminary injunctions, in any court of competent jurisdiction for any threatened or
actual material breach of this Acknowledgment or non-compliance with the Standards. Franchisor is
entitled to such relief without the necessity of proving the inadequacy of money damages as a remedy,
without the necessity of posting a bond and without waiving any other rights or remedies.
15. WAIVER OF PUNITIVE DAMAGES. EACH OF MANAGEMENT COMPANY,

FRANCHISEE AND FRANCHISOR ABSOLUTELY, IRREVOCABLY AND UNCONDITIONALLY
WAIVES THE RIGHT TO CLAIM OR RECEIVE PUNITIVE DAMAGES IN ANY DISPUTE
RELATED TO THE HOTEL, THIS ACKNOWLEDGMENT, THE RELATIONSHIP OF THE
PARTIES OR ANY ACTIONS OR OMISSIONS IN CONNECTION WITH ANY OF THE ABOVE,
OTHER THAN FRANCHISOR’S RIGHTS AND REMEDIES RELATED TO FRANCHISOR’S
INTELLECTUAL PROPERTY.
16. WAIVER OF JURY TRIAL. EACH OF MANAGEMENT COMPANY,

FRANCHISEE AND FRANCHISOR ABSOLUTELY, IRREVOCABLY AND UNCONDITIONALLY
WAIVES TRIAL BY JURY IN ANY DISPUTE RELATED TO THE HOTEL, THIS
ACKNOWLEDGMENT, THE RELATIONSHIP OF THE PARTIES OR ANY ACTIONS OR
OMISSIONS IN CONNECTION WITH ANY OF THE ABOVE.
17. Costs of Enforcement. The prevailing party in any legal or equitable action related to the
Hotel, this Acknowledgment or the other Marriott Agreements will recover its reasonable legal fees and
costs, including fees and costs incurred in confirming and enforcing an award granted in an arbitration
proceeding under this Acknowledgment. The prevailing party will be determined based upon an
assessment of which party’s arguments or positions could fairly be said to have prevailed over the other
party’s arguments or positions on major disputed issues in the arbitration or at trial, and should include an
evaluation of the following: the amount of the net recovery; the primary issues disputed by the parties;
whether the amount of the award comprises a significant percentage of the amount sought by the
claimant; and the most recent settlement positions of the parties.
18. Entire Agreement. This Acknowledgment and the Marriott Agreements are fully
integrated and contain the entire agreement between the parties as it relates to the Hotel and the Approved
Location and supersede all prior understandings and writings.
19. Amendments. This Acknowledgment may only be amended in a written document that
has been duly executed by the parties and may not be amended by conduct manifesting assent, and each
party is put on notice that any individual purporting to amend this Acknowledgment by conduct
manifesting assent is not authorized to do so.
20. Survival. The terms of Sections 3, 10, 12, 14, 15, 16, and 17 of this Acknowledgment,
and, to the extent applicable to Management Company, those provisions of the Agreement that by their
nature or express language survive expiration or termination of the Agreement, survive expiration or
termination of this Acknowledgment.

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IN WITNESS WHEREOF, the parties have executed this Acknowledgment, under seal, as of
the Execution Date.
FRANCHISOR:
By: _____________________________(SEAL)
Name:
Title:
FRANCHISEE:
«FRANCHISE_NAME»
By: _____________________________(SEAL)
Name:
Title:
MANAGEMENT COMPANY:
«MANAGER_NAME»
By: _____________________________(SEAL)
Name:
Title:
ADDRESS FOR MANAGEMENT COMPANY:
«Manager_Street»
«Manager_City», «Manager_State» «Manager_Zip»

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ELECTRONIC SYSTEMS LICENSE AGREEMENT
This Electronic Systems License Agreement (this “License Agreement”) is executed on

_________________ (the “Effective Date”) between «Franchisor_Licensor» (“Franchisor”) and
«Franchise_Name» (“Franchisee”).
RECITALS
A. As of the Effective Date, Franchisor and Franchisee have entered into a «brand»
Franchise Agreement (the “Franchise Agreement”) to operate the Hotel located or to be located at
«address», «city», «state» «zip» under the System.
B. Franchisee is required to use the Electronic Systems that are made available under this
License Agreement for the operation of the Hotel under the Franchise Agreement.
NOW, THEREFORE, in consideration of the promises in this License Agreement and other good
and valuable consideration, the receipt and sufficiency of which are acknowledged, Franchisor and
Franchisee agree as follows:
1. Limited Grant. Franchisor grants to Franchisee a limited, non-exclusive license to use

the Electronic Systems. Franchisee acknowledges that the Electronic Systems may be modified,
enhanced, replaced or may become obsolete, and that new Electronic Systems may be created to meet the
needs of the System and continual changes in technology.
2. Term. The term of this License Agreement begins on the Effective Date and ends on
expiration or termination of the Franchise Agreement. For each Electronic System, the license begins on
the date it is installed and ends on this License Agreement’s termination or when such Electronic System
is no longer used as part of the System for operating the Hotel.
3. Ownership of the Electronic Systems. The Electronic Systems that are proprietary to
Franchisor or third-party vendors, as applicable, will remain their sole property, and Franchisee will not
contest such ownership.
4. Support Services. Franchisor will use commercially reasonable efforts to maintain and
support the Electronic Systems (the “Support Services”) during the term of this License Agreement. The
Support Services may be provided by Franchisor or third-party vendors.
5. Fees and Costs. Franchisee will pay the fees and costs for the Electronic Systems as
provided in the Franchise Agreement.
6. Use of the Electronic Systems. Franchisee will use the Electronic Systems exclusively
for operating the Hotel under the Franchise Agreement.
7. Confidentiality Obligations. Franchisee will treat the Electronic Systems as

Confidential Information under the Franchise Agreement. Franchisee will ensure that only authorized
Persons have access to the Electronic Systems and that the Electronic Systems are only used for their
intended purpose. Franchisee will not, without the consent of Franchisor and any applicable third-party
vendor, copy, reverse engineer, modify or provide unauthorized access to the Electronic Systems or any
of its components. Franchisee will not attempt to disregard or circumvent any measures used by
Franchisor to safeguard the Electronic Systems and the Intellectual Property.

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8. Suspension. Franchisor reserves the right to suspend Franchisee’s access to any
Electronic System in order to protect the Intellectual Property or the intellectual property of third-party
vendors. Franchisee waives all claims against Franchisor and its Affiliates arising from any such
suspension.
9. Third-Party Vendors. Franchisee will comply with the terms of any license for any of
the Electronic Systems provided by a third-party vendor. Any third-party vendor will have the right to
enforce such terms directly against Franchisee. Franchisor will have no liability for Franchisee’s use of
any Electronic System provided by a third-party vendor. Franchisee may be required to execute
agreements with third-party vendors and comply with any privacy and security standards in order to
obtain access to certain Electronic Systems.
10. Preferred Vendors. Franchisor may designate a third-party vendor of the Electronic
Systems as a preferred vendor and require Franchisee to use the Electronic Systems provided by the
preferred vendor.
11. NO ENDORSEMENT OR WARRANTY. FRANCHISOR DOES NOT ENDORSE

OR MAKE ANY REPRESENTATION OR WARRANTY ABOUT ANY ELECTRONIC SYSTEM
PROVIDED BY THIRD-PARTY VENDORS, INCLUDING PREFERRED VENDORS.
FRANCHISOR PROVIDES THE ELECTRONIC SYSTEMS AND THE SUPPORT SERVICES ON AN
AS-IS BASIS. FRANCHISOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, AND CUSTOM OR USAGE IN THE TRADE, RELATED TO
FRANCHISEE’S USE OF THE ELECTRONIC SYSTEMS AND THE SUPPORT SERVICES.
12. Technology Audit or Inspection. At Franchisor’s request, Franchisee will provide

Franchisor and its authorized representatives access to any facility or system from which Franchisee, or
any of its Affiliates or their respective agents, have installed or are accessing the Electronic Systems, and
to any data, records, and the systems themselves (including removal of such systems and the data therein)
relating to the Electronic Systems, for audit or inspection purposes. Franchisee will cooperate in and
provide any assistance reasonably required for such audits or inspections.
13. Limitation on Liability. Franchisor is not liable for any loss or damage arising out of the
use or failure of any Electronic Systems or Support Services, including corruption or loss of data, and
Franchisee waives any right to, or claim of, any direct, exemplary, incidental, indirect, special,
consequential or other similar damages (including loss of profits) in connection with the use, inability to
use, breach or failure of any Electronic Systems or Support Services, even if Franchisor has been advised
of the possibility of such damage, breach or failure. To the extent permissible, Franchisor will use
reasonable efforts to make available for Franchisee any warranties or other similar protections provided
by Franchisor’s vendors with respect to the Electronic Systems.
14. Indemnification. Franchisee will indemnify, defend and hold harmless Franchisor and its
Affiliates (and each of their respective predecessors, successors, assigns, current and former directors,
officers, shareholders, subsidiaries, employees and agents), against all Claims and Damages, including
allegations of negligence by such Persons, to the fullest extent permitted by Applicable Law, arising from
or related to Franchisee’s use of the Electronic Systems or any failure by Franchisee to comply with this
License Agreement. Franchisee’s obligations in this Section are incorporated into Franchisee’s
indemnification obligations in the Franchise Agreement.
15. Software License Rights Upon Termination. The Software that Franchisee will
purchase through Franchisor is generally not assignable to Franchisee upon termination of this License

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Agreement (“Non-Assignable Software”). When this License Agreement terminates, Franchisee will not
have any right to use the Non-Assignable Software. At Franchisee’s request, Franchisor will use
reasonable efforts to facilitate the assignment of any Software that is assignable (“Assignable Software”).
On termination of this License Agreement, Franchisee will delete both Assignable Software and Non-
Assignable Software obtained through Franchisor. Franchisee may reinstall Assignable Software using
copies obtained by Franchisee directly from the applicable vendor.
16. Governing Law. This License Agreement takes effect upon its acceptance and execution
by Franchisor in Maryland and will be construed under and governed by Maryland law, which law will
prevail if there is any conflict of law.
17. WAIVER OF PUNITIVE DAMAGES. EACH OF FRANCHISEE AND

RIGHT TO CLAIM OR RECEIVE PUNITIVE DAMAGES IN ANY DISPUTE RELATED TO THE
HOTEL, THE MARRIOTT AGREEMENTS, THE RELATIONSHIP OF THE PARTIES OR ANY
ACTIONS OR OMISSIONS IN CONNECTION WITH ANY OF THE ABOVE, OTHER THAN
PROPERTY. NOTHING IN THIS SECTION 17 LIMITS FRANCHISEE’S OBLIGATIONS UNDER
SECTION 14.
18. WAIVER OF JURY TRIAL. EACH OF FRANCHISEE AND FRANCHISOR

ABSOLUTELY, IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY
DISPUTE RELATED TO THE HOTEL, THE MARRIOTT AGREEMENTS, THE RELATIONSHIP OF
THE PARTIES OR ANY ACTIONS OR OMISSIONS IN CONNECTION WITH ANY OF THE
ABOVE.
19. Notices. All notices and other communications under this License Agreement will be in
writing and will be delivered as provided in the Franchise Agreement.
20. Counterparts. This License Agreement may be executed in any number of counterparts,
each of which will be deemed an original and all of which constitute one and the same instrument.
Delivery of an electronic signature or an executed signature page by electronic transmission is as effective
as delivery of an original signed counterpart. Each party hereto waives any defenses to the enforceability
of the terms of this License Agreement based on the foregoing forms of signature.
21. Construction and Interpretation.
A. Partial Invalidity. If any term of this License Agreement, or its application to any
Person or circumstance, is invalid or unenforceable at any time or to any extent, then: (i) the remainder of
this License Agreement, or the application of such term to Persons or circumstances except those as to
which it is held invalid or unenforceable, will not be affected and each term of this License Agreement
will be valid and enforced to the fullest extent permitted by Applicable Law; and (ii) Franchisor and
Franchisee will negotiate in good faith to modify this License Agreement to implement their original
intent as closely as possible in a mutually acceptable manner.
B. Non-Exclusive Rights and Remedies. No right or remedy of Franchisor or

Franchisee under this License Agreement is intended to be exclusive of any other right or remedy under
this License Agreement at law or in equity.

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C. No Third-Party Beneficiary. Nothing in this License Agreement is intended to
create any third-party beneficiary or give any rights or remedies to any Person other than Franchisor or
Franchisee and their respective permitted successors and assigns.
D. Actions from Time to Time. When this License Agreement permits Franchisor to
take any action, exercise discretion or modify the System, Franchisor may do so from time to time.
E. Interpretation of Agreement. Franchisor and Franchisee intend that this License

Sections are for convenience and are not to be used to interpret the Sections to which they refer. Words
indicating the singular include the plural and vice versa as the context may require. References that a
Person “will” do something mean the Person has an obligation to do such thing. References that a Person
“may” do something mean a Person has the right, but not the obligation, to do so. References that a
Person “may not” and “will not” do something mean a Person is prohibited from doing so.
F. Definitions. All capitalized terms not defined in this License Agreement have the
meaning stated in the Franchise Agreement.
22. Entire Agreement. This License Agreement and the Marriott Agreements are fully
integrated and contain the entire agreement between the parties as it relates to the Hotel and the Approved
Location and supersede all prior understandings and writings.
23. Amendments. This License Agreement may only be amended in a written document that
has been duly executed by the parties and may not be amended by conduct manifesting assent, and each
party is put on notice that any individual purporting to amend this License Agreement by conduct
manifesting assent is not authorized to do so.
24. Survival. The provisions of Sections 3, 7, 11, 12, 13, 14, 15, 16, 17, 18 and 21 will
survive expiration or termination of this License Agreement.

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IN WITNESS WHEREOF, Franchisor and Franchisee have caused this License Agreement to
be executed, under seal, as of the Effective Date.
FRANCHISOR:
By: _____________________________ (SEAL)

Name:
Title:
FRANCHISEE:
«FRANCHISE_NAME»
By: _____________________________ (SEAL)

Name:
Title:

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Recording Requested by:
[Marriott Attorney]
Dept. 52/923.28
Bethesda, MD 20814
Document Prepared by:

Dept. 52/923.28
Bethesda, MD 20814
When Recorded, Mail to:

Mr. Brian A. Lobuts
Vice President
Associate Regional Director
First American National
Commercial Services
1850 K Street NW, Suite 1050
Washington, DC 20006 This space reserved for Recorder’s use only.
MEMORANDUM OF RIGHT OF FIRST REFUSAL

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This Memorandum of Right of First Refusal (“Memorandum”), dated as of _________________

between «Franchisor_Licensor», a «Local_juris» «entity_type» (“Franchisor”), and «Franchise_Name»,
a/an «Fran_Domicili» «Fran_corp» (“Franchisee”).
RECITALS
A. Franchisor and Franchisee entered into a «brand» Franchise Agreement dated

______________ (the “Franchise Agreement”), relating to the real property located in [County/City],
State of ____________, described on Exhibit 1 (the “Real Property”).
B. Franchisor and Franchisee are executing this Memorandum as required by

Section 17.5.B. of the Franchise Agreement to be recorded in the Land Records of [County/City],
_________________ (the “Local Jurisdiction”).
AGREEMENT
NOW THEREFORE, for the good and valuable consideration, the receipt and sufficiency of
which are acknowledged, the parties agree as follows:
1. Grant of Right of First Refusal. Franchisee has granted Franchisor the right of first
refusal (the “Right of First Refusal”) to purchase the Real Property together with its improvements (the
“Premises”), on the terms in Section 17.5 of the Franchise Agreement.
2. Real Estate Interest and Injunctive Relief. Franchisee acknowledges that Franchisor’s
rights under Section 17.5 of the Franchise Agreement are real estate rights in the Premises. Franchisee
acknowledges and agrees that damages are not an adequate remedy if Franchisee breaches its obligations
under Section 17.5 of the Franchise Agreement, and that Franchisor will be entitled to injunctive relief
without proving the inadequacy of money damages as a remedy and without posting a bond.
3. Term. The Right of First Refusal will terminate on the termination of the Franchise
Agreement, except if there is an early termination (as opposed to expiration) of the Franchise Agreement,
in which case, the Right of First Refusal will survive such early termination as provided in
Section 17.5.C. of the Franchise Agreement.
4. Subordination. Franchisor’s rights in real estate under Section 17.5.A. of the Franchise
Agreement will be subordinate only to the rights of lenders under a mortgage or security deed secured by
the Premises, only if and as long as: (i) the lender is not a Competitor or Affiliate of a Competitor (as
defined in the Franchise Agreement); and (ii) any such mortgage or security deed remains validly
recorded and in full force and effect.
5. Addresses. Franchisor’s address is 7750 Wisconsin Avenue, Bethesda, MD 20814, Attn:

Law Department 52/923.28. Franchisee’s address is «fran_street», «fran_city», «fran_state»
«franZipCode».

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IN WITNESS WHEREOF, the parties have caused this Memorandum to be executed, under
seal, as of the date first above written.
FRANCHISOR:
By: (SEAL)
Name:
Title:
FRANCHISEE:
«FRANCHISE_NAME»
By: (SEAL)
Name:
Title:

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STATE OF MARYLAND
COUNTY OF ______________
I HEREBY CERTIFY that on _________________ before me, a Notary Public, personally

appeared __________________________, who acknowledged himself/herself to be the
_______________________________________ of «Franchisor_Licensor», a «Local_juris»
«entity_type», and that he/she, as such officer, being authorized so to do, executed the foregoing
instrument for the purposes therein contained by signing the name of the «Franchisor_Licensor» by
himself/herself as such officer.
WITNESS my hand and Notarial Seal.
__________________________________
_____________________, Notary Public

(SEAL) My Commission Expires: __________________
STATE OF _______________
COUNTY OF ________________
I HEREBY CERTIFY that on ____________________ before me, a Notary Public, personally

appeared ___________________________, who acknowledged himself/herself to be the
______________________________ of «Franchise_Name», a/an «Fran_Domicili» «Fran_corp» (the
“Franchisee”), and that he/she, as such officer, being authorized so to do, executed the foregoing
instrument for the purposes therein contained by signing the name of Franchisee by himself/herself as
such officer.
_______________________________________
_____________________, Notary Public


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EXHIBIT 1 TO MEMORANDUM OF RIGHT OF FIRST REFUSAL
[Legal Description]

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RELATED
OWNER AGREEMENT
This Owner Agreement (“Agreement”) is executed on _____________________ (the “Effective

Date”), by «Franchisor_Licensor», a «Local_juris» «entity_type» (“Franchisor”), «Franchise_Name»,
a/an «Fran_Domicili» «Fran_corp» (“Franchisee”), and «Owner_Name», a/an «Owner_Domicili»
«Owner_corp» (“Owner”).
RECITALS
A. Franchisor and Franchisee are parties to the «brand» Franchise Agreement dated
________________ (as amended, the “Franchise Agreement”) relating to the Hotel, a copy of which is
attached as Exhibit C.
B. Franchisee and Owner [will enter] [have entered] into a lease (the “Lease”). Franchisee
will lease [land constituting part of] the Hotel from Owner and will operate the Hotel as a System Hotel.
valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as
follows:
1. ACKNOWLEDGMENTS AND COMPLIANCE
1.1 Acknowledgments. Owner acknowledges that:
A. Franchisor has granted to Franchisee a limited, non-exclusive license to use the

Proprietary Marks and the System to operate the Hotel as a System Hotel under the terms of the Franchise
Agreement for the Term;
B. Franchisee is obligated to operate the Hotel as a System Hotel for the Term; and
C. Owner will benefit from the operation of the Hotel as a System Hotel.
1.2 Compliance; Confidential Information.
A. Compliance. If Owner has undertaken such obligations in the Lease, Owner will
develop, construct and maintain the Hotel in strict compliance with the Marriott Agreements and the
Standards as if Owner had executed the Franchise Agreement as “Franchisee.” Owner will procure the
insurance required under the Franchise Agreement if it is not obtained by Franchisee. Owner will comply
with Applicable Law. Owner, however, will not be responsible for the operation of the Hotel or payment
obligations under the Franchise Agreement, except as otherwise provided in this Agreement.
B. Confidential Information. Owner will maintain the confidentiality of any

Confidential Information in compliance with Section 12 of the Franchise Agreement. Owner will obtain
no other rights to use the Intellectual Property or to operate the Hotel as a System Hotel.
C. Not a Franchise or License. This Agreement does not constitute a separate

franchise or license to Owner.

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2. TERM.
The term of this Agreement will begin on the Effective Date and will expire at the end of the
Term of the Franchise Agreement unless this Agreement is terminated earlier. If the Franchise Agreement
is renewed or extended, this Agreement will automatically be extended to expire at the end of the renewal
Term or extended Term of the Franchise Agreement.
3. PROVISIONS OF THE LEASE.
The following terms will be considered incorporated into the Lease. If the Lease has inconsistent
terms, the terms below will control:
A. Possession and Control. Franchisee will have exclusive possession of the Hotel
and exclusive control of the day-to-day operations of the Hotel for a term that is no shorter than the Term.
B. Compliance with Franchise Agreement. The Hotel will be operated in

compliance with the Franchise Agreement, and the Franchise Agreement will control in case of conflict
with the Lease.
4. OWNER’S OBLIGATION TO CURE DEFAULTS UNDER FRANCHISE AGREEMENT.
Franchisor will copy Owner on any notice of default issued to Franchisee under the Franchise
Agreement. Owner must cure such default on behalf of Franchisee during the cure period stated in the
default notice.
5. RIGHTS AND OBLIGATIONS ON TERMINATION OF FRANCHISE AGREEMENT
5.1 New Franchise Agreement or Management Agreement. On Franchisor’s request, and

if Franchisor terminates the Franchise Agreement due to a default that is not caused by Owner, Owner
will elect to either:
A. enter into (or cause a substitute franchisee to enter into) a new franchise
agreement with Franchisor, in which case Owner (or such substitute franchisee) will execute such
agreement, together with any related agreements required by Franchisor, to be effective on the date of the
termination of the Franchise Agreement (“New Franchise Agreement”). The New Franchise Agreement
will be in a form contained in the then-current Disclosure Document, except that (a) the Franchise Fees
will be the same as in the Franchise Agreement; and (b) the term will be the remaining Term of the
Franchise Agreement; or
B. enter into a management agreement with an Affiliate of Franchisor, in which case

Owner will execute such agreement, together with any related agreements required by Franchisor, to be
effective on the date of the termination of the Franchise Agreement (“Management Agreement”). The
Management Agreement will be in Franchisor’s standard form and the term will be equal to or longer
than the remaining Term of the Franchise Agreement.
Owner will notify Franchisor of its election under this Section within 30 days of the date Owner receives
the notice of termination of the Franchise Agreement and will enter into the applicable agreement within
30 days of its election. If the Franchise Agreement is terminated before a New Franchise Agreement or a
Management Agreement is signed, Owner will execute a short-term agreement to operate the Hotel under
the terms and conditions of the Franchise Agreement on an interim basis until the New Franchise
Agreement or Management Agreement is executed.

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5.2 Qualifications for a New Franchise Agreement. To obtain a New Franchise
Agreement, the franchisee must be, as determined by Franchisor in its sole discretion: (i) financially
capable and responsible; (ii) sufficiently qualified in managerial skills and operational capacity (unless a
third party management company consented to by Franchisor will operate the Hotel); and (iii) able to
perform the obligations of the New Franchise Agreement. Such franchisee will provide Franchisor all
information reasonably requested to determine that it meets Franchisor’s then-current qualifications for
franchisees of System Hotels.
5.3 Additional Obligations. If Franchisor does not make a request under Section 5.1 to
continue the relationship with Owner, after termination of this Agreement and the Franchise Agreement,
Owner and Franchisee will be obligated, jointly and severally, to remove the Hotel from the System, pay
all amounts due, including damages pursuant to Section 19.4 of the Franchise Agreement, and comply
with the post-termination obligations in Section 9 of this Agreement and Section 20 of the Franchise
Agreement. Franchisor may enforce the Franchise Agreement directly against Owner as if Owner were
the Franchisee under the Franchise Agreement.
6. RIGHTS AND OBLIGATIONS ON TERMINATION OF THE LEASE
If Owner terminates the Lease due to a default by Franchisee, Owner and Franchisor will proceed
in accordance with Section 5. However, if there is a dispute between Owner and Franchisee about the
termination of the Lease, and Franchisee retains possession of the Hotel, Franchisor may permit
Franchisee to continue to operate the Hotel under the Franchise Agreement as long as it retains
possession. Franchisor’s rights under this Agreement will be reserved pending resolution of the dispute
between Owner and Franchisee.
7. TRANSFERS
7.1 Owner’s Transfer Rights. Owner agrees that its rights and duties in this Agreement are
personal to Owner, and that Franchisor entered into this Agreement in reliance on the business skill,
financial capacity and character of Owner and its Affiliates and their principals. Given that Owner may
obtain a franchise under Section 5, the Hotel or any Ownership Interest in Owner, a Control Affiliate or
the Hotel, may be Transferred only in accordance with Section 17 of the Franchise Agreement, as if
Owner were “Franchisee.” This Agreement may not be Transferred without Franchisor’s prior consent.
7.2 Competitor Right of First Refusal. Owner acknowledges that Franchisor’s rights under
Section 17.5.A. of the Franchise Agreement are rights in real estate. If requested by Franchisor, Owner
real estate records of the jurisdiction where the Hotel is located, and Owner will cooperate in such filing.
Owner agrees that damages are not an adequate remedy if Owner breaches its obligations under this
Section, and Franchisor will be entitled to injunctive relief if available without proving the inadequacy of
money damages as a remedy and without posting a bond. If this Agreement is terminated and
Franchisor’s rights under this Section are no longer in effect, on request, Franchisor will execute a
termination of such interest.

Affiliates that assume Franchisor’s obligations to Owner and is reasonably capable of performing
Franchisor’s obligations, without prior notice to, or consent of, Owner.

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Person that assumes Franchisor’s obligations to Owner, is reasonably capable of performing Franchisor’s
obligations, and acquires substantially all of Franchisor’s rights for System Hotels, without prior notice
to, or consent of, Owner. Owner agrees that any such Transfer will constitute a release of Franchisor and
a novation of this Agreement.

8. DEFAULTS AND TERMINATION
8.1 Immediate Termination.
A. Defaults Applicable to Owner under Franchise Agreement. If Owner would be in

default under Section 19.1 of the Franchise Agreement as if Owner were “Franchisee,” then Owner will
be in default and Franchisor may terminate this Agreement without providing Owner any opportunity to
cure the default. This termination is effective on notice to Owner or on the expiration of any notice or
cure period given by Franchisor in its sole discretion or required by Applicable Law.
B. Defaults under Franchise Agreement Caused by Owner. If Franchisor terminates

the Franchise Agreement based on a default that is caused by an act or omission of Owner, Franchisor
may, on notice to Owner and without further action, immediately terminate this Agreement and the
Hotel’s relationship with the System and require Owner to comply with Section 9.
8.2 Default with Opportunity to Cure.
A. Defaults Applicable to Owner under Franchise Agreement. Owner will be in

default and Franchisor may terminate this Agreement for the events listed in Section 19.2 of the Franchise
Agreement to the extent such default is applicable to Owner, if after 30 days’ notice of default (or such
greater number of days given by Franchisor in its sole discretion or as required by Applicable Law),
Owner fails to cure the default as specified in the notice.
B. Defaults under this Agreement. Owner will be in default and Franchisor may
terminate this Agreement if Owner fails to cure any default under this Agreement after 30 days’ notice of
default (or such greater number of days given by Franchisor in its sole discretion or as required by
Applicable Law).
9. POST-TERMINATION OBLIGATIONS OF OWNER
If the Franchise Agreement and this Agreement are terminated and Franchisee fails to perform
any post-termination obligation under the Franchise Agreement, Franchisor may enforce the Franchise
Agreement directly against Owner as if Owner were “Franchisee,” and Owner will perform, or cause to
be performed, all post-termination obligations of Franchisee under Section 20.1.A of the Franchise
Agreement.
A. Condemnation. Owner will promptly notify Franchisor if it receives notice of any

proposed taking of any portion of the Hotel by eminent domain, condemnation, compulsory acquisition or
similar proceeding by any governmental authority, and will cause the Hotel to be restored and reopened if
and as required under Section 21.1 of the Franchise Agreement. Franchisor will be entitled to receive a

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fair and reasonable portion of any condemnation award as provided under Section 21.1 of the Franchise
Agreement.
B. Casualty. Owner will promptly notify Franchisor if the Hotel is damaged by any
casualty, and will cause the Hotel to be renovated and reopened if and as required under Section 21.2 of
the Franchise Agreement.
Owner and each Interestholder in Owner may grant a lien or other security interest in the Hotel or
the revenues of the Hotel, or pledge Ownership Interests in Owner or a Control Affiliate as collateral for
the financing of the Hotel. If any Person exercises its rights under such lien, security interest or pledge,
Franchisor will have the rights under Section 8.1 of this Agreement and Section 19.1 of the Franchise
Agreement. Owner will not pledge this Agreement as collateral or grant a security interest in this
Agreement.

ENFORCEMENT
12.1 Governing Law. This Agreement takes effect on its acceptance and execution by
12.2 Arbitration.
A. Except as otherwise agreed in this Agreement and for Claims for indemnification
under Section 14 of the Franchise Agreement or actions for injunctive or other equitable relief under
Section 12.4 of this Agreement, any disagreement, controversy, or Claim relating to or arising out of this
Agreement, the relationship created by this Agreement, or the enforceability of this Agreement, including
enforcement of this Agreement (each, a “Dispute”), will be referred to, and finally settled by, arbitration
Arbitration Association: (1) a full and specific description of the claim under this Agreement including
B. The decision of the arbitral tribunal will be final and binding on the parties and
will be enforceable in any courts having jurisdiction. The arbitral tribunal will have no authority to
amend or modify the terms of this Agreement. The arbitral tribunal will have the right to award or
include in its award any relief it deems proper, including money damages and interest on unpaid amounts,
specific performance and legal fees and costs in accordance with this Agreement; however, the arbitral
tribunal may not award punitive, consequential or exemplary damages (except for those related to misuse
of Franchisor’s Intellectual Property). The costs and expenses of arbitration will be allocated and paid by
the parties as determined by the arbitral tribunal.

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C. Any arbitration proceeding under this Agreement will be conducted on an
which Franchisor is a party, except that Franchisor may join any current or former owner under an owner
agreement related to the Hotel in any such proceeding. Any Dispute to be settled by arbitration under this
Section will at the request of any party to this Agreement be resolved in a single arbitration before a
single tribunal together with any Dispute arising out of or relating to any other agreement between such
parties or Franchisor’s Affiliates. A decision on a matter in another arbitration proceeding will not
prevent a party from submitting evidence with respect to a similar matter or prevent the arbitral tribunal
from rendering an independent decision without regard to such decision in such other arbitration
proceeding.
D. Any party to this Agreement may, without waiving any rights, seek from a court
having jurisdiction any interim or provisional relief that may be necessary to protect its rights or property
(including, without limitation, any aspect of the System, or any reason concerning the safety of the Hotel
or the health and welfare of any of the Hotel’s guests, invitees or employees).
12.3 Jurisdiction. Owner expressly and irrevocably submits to the non-exclusive jurisdiction
of the courts of the State of Maryland for the purpose of any Disputes that are not required to be subject to
arbitration under Section 12.2. So far as permitted under Maryland law, this consent to personal
jurisdiction will be self-operative.
actual material breach of the Marriott Agreements or non-compliance with the Standards. Franchisor is
12.5 Costs of Enforcement. The prevailing party in any legal or equitable action related to the
Hotel, this Agreement or the other Marriott Agreements will recover its reasonable legal fees and costs,
including fees and costs incurred in confirming and enforcing an award under Section 12.2.B. The
prevailing party will be determined based upon an assessment of which party’s arguments or positions
could fairly be said to have prevailed over the other party’s arguments or positions on major disputed
issues in the arbitration or at trial, and should include an evaluation of the following: the amount of the
net recovery; the primary issues disputed by the parties; whether the amount of the award comprises a
significant percentage of the amount sought by the claimant; and the most recent settlement positions of
the parties.
12.6 WAIVER OF PUNITIVE DAMAGES. EACH OF OWNER, FRANCHISEE AND

RIGHT TO CLAIM OR RECEIVE PUNITIVE DAMAGES IN ANY DISPUTE RELATED TO THIS
AGREEMENT, THE MARRIOTT AGREEMENTS, THE HOTEL, THE RELATIONSHIP OF THE
12.7 WAIVER OF JURY TRIAL. EACH OF OWNER, FRANCHISEE AND

FRANCHISOR ABSOLUTELY, IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY
JURY IN ANY DISPUTE RELATED TO THIS AGREEMENT, THE MARRIOTT AGREEMENTS,
THE HOTEL, THE RELATIONSHIP OF THE PARTIES OR ANY ACTIONS OR OMISSIONS IN
CONNECTION WITH ANY OF THE ABOVE.

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13. NOTICES
Subject to Section 25.B of the Franchise Agreement, all notices, requests, statements and other
communications under this Agreement will be (i) in writing; (ii) delivered by hand with receipt, or by
courier service with tracking capability; and (iii) addressed as provided in Exhibit B or at any other
address designated in writing by the party entitled to receive the notice. Any notice will be deemed
received (i) when delivery is received or first refused, if delivered by hand or (ii) one day after posting of
such notice, if sent via overnight courier.
A. Existence. Each party represents and warrants that it (i) is duly formed, validly
existing and in good standing under the laws of the jurisdiction of its formation; and (ii) has and will
continue to have the ability to perform its obligations under this Agreement.
B. Authorization. Each of Franchisor, Franchisee and Owner represents and

warrants that the execution and delivery of this Agreement and the performance of its obligations under
this Agreement: (i) have been duly authorized; (ii) do not and will not violate, contravene or result in a
default or breach of (a) any Applicable Law, (b) its governing documents or (c) any agreement,
commitment or restriction binding on the relevant party; and (iii) do not require any consent that has not
been obtained by the relevant party.
C. Restricted Person. Owner represents and warrants, and will ensure throughout
the Term, that neither Owner nor any of its funding sources is a Restricted Person.
D. Ownership of Owner. Owner represents and warrants that its Interestholders are
completely and accurately listed in Exhibit A. If there have been changes, Owner will provide a list of the
names and addresses of the Interestholders and documents necessary to confirm such information and
update Exhibit A.
E. Ownership of the Hotel. Owner represents and warrants that it is the sole owner
of the Hotel and holds good and marketable fee title to the Approved Location.
15. MISCELLANEOUS
an original signed counterpart. Each party hereto waives any defenses to the enforceability of the terms of
this Agreement based on the foregoing forms of signature.
Agreement, or the application of such term to Persons or circumstances other than those as to which it is
held invalid or unenforceable, will not be affected and each term of this Agreement will be valid and
enforced to the fullest extent permitted by Applicable Law; and (ii) Franchisor, Franchisee and Owner
will negotiate in good faith to modify this Agreement to implement their original intent as closely as
possible in a mutually acceptable manner.

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B. Non-Exclusive Rights and Remedies. No right or remedy of Franchisor,
Franchisee or Owner under this Agreement is intended to be exclusive of any other right or remedy under
this Agreement at law or in equity.

third-party beneficiary or give any rights or remedies to any Person except Franchisor, Franchisee and
Owner and their respective permitted successors and assigns.
D. Interpretation of Agreement. Franchisor, Owner and Franchisee intend that this

Sections are for convenience and are not to be used to interpret the Sections to which they refer. All
Exhibits to this Agreement are incorporated by reference. Words indicating the singular include the plural
and vice versa as the context may require. References to days, months and years are all calendar
references. References that a Person “will” do something mean the Person has an obligation to do so.
References that a Person “may” do something mean a Person has the right, but not the obligation, to do
so. References that a Person “may not” or “will not” do something mean the Person is prohibited from
doing so.
E. Definitions. All capitalized terms not defined in this Agreement have the
A. Use of Reasonable Business Judgment. Franchisor will use Reasonable Business

any consents and approvals and the administration of Franchisor’s relationship with Owner, except when
Franchisor has reserved sole discretion.
B. Burden of Proof. Owner will have the burden of establishing that Franchisor
failed to exercise Reasonable Business Judgment. The fact that Franchisor or any Affiliate of Franchisor
benefited from any action or decision or that another reasonable alternative was available does not mean
implied covenant or duty of good faith and Franchisor exercises Reasonable Business Judgment, Owner
agrees that Franchisor will not have violated such covenant or duty.
and contain the entire agreement between the parties as it relates to the Hotel and the Approved Location
and supersede all prior understandings and writings.
been duly executed by the parties and may not be amended by conduct manifesting assent, and each party
is put on notice that any individual purporting to amend this Agreement by conduct manifesting assent is
not authorized to do so.
15.7 Survival. The terms of Sections 1, 5, 9, 10 and 12 of this Agreement, and, to the extent
applicable to Owner, Section 27.8 of the Franchise Agreement, survive expiration or termination of this
Agreement.

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IN WITNESS WHEREOF, the parties have caused this Owner Agreement to be executed,
under seal, as of the Effective Date.
FRANCHISOR:
By: _____________________________(SEAL)
Name:
Title:
FRANCHISEE:
«FRANCHISE_NAME»
By: _____________________________(SEAL)
Name:
Title:
OWNER:
«OWNER_NAME»
By: _____________________________(SEAL)
Name:
Title:

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EXHIBIT A
OWNERSHIP INTERESTS IN OWNER
Address
Name of Owner (Include Country of Country of % Interest
Residence, if not U.S.) Formation or
Nationality
(Include if not U.S.)
NAME AND ADDRESS OF «OWNER_NAME»
«Owner_Name» «own_street»
«own_city», «own_state» N/A
«own_ZipCode»
OWNERSHIP OF «OWNER_NAME»
%
%
OWNERSHIP OF
%
%

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EXHIBIT B
NOTICE ADDRESSES
To Franchisor:
«Franchisor_Licensor»
Bethesda, MD 20814
with a copy to:
Bethesda, MD 20814
Attn: Global Lodging Services
To Owner:
«Owner_Name»
«own_street»
«own_city», «own_state» «own_ZipCode»
Attn: «Owner_Attn»
Email: «Owner_email»
To Franchisee:
«Franchise_Name»
«fran_street»
Attn: «Fran_Attn»

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EXHIBIT C
FRANCHISE AGREEMENT

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UNRELATED
OWNER AGREEMENT
This Owner Agreement (“Agreement”) is executed on _____________________ (the “Effective

Date”), by «Franchisor_Licensor», a «Local_juris» «entity_type» (“Franchisor”), «Franchise_Name»,
a/an «Fran_Domicili» «Fran_corp» (“Franchisee”), and «Owner_Name», a/an «Owner_Domicili»
RECITALS
A. Franchisor and Franchisee are parties to the «brand» Franchise Agreement dated
________________ (as amended, the “Franchise Agreement”) relating to the Hotel, a copy of which is
attached as Exhibit C.
B. Franchisee and Owner [will enter] [have entered] into a lease (the “Lease”). Franchisee
will lease [land constituting part of] the Hotel from Owner and will operate the Hotel as a System Hotel.
valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as
follows:
1. ACKNOWLEDGMENTS AND COMPLIANCE
1.1 Acknowledgments. Owner acknowledges that:
A. Franchisor has granted to Franchisee a limited, non-exclusive license to use the

Proprietary Marks and the System to operate the Hotel as a System Hotel under the terms of the Franchise
Agreement for the Term;
B. Franchisee is obligated to operate the Hotel as a System Hotel for the Term; and
C. Owner will benefit from the operation of the Hotel as a System Hotel.
1.2 Compliance; Confidential Information.
A. Compliance. If Owner has undertaken such obligations in the Lease, Owner will
develop, construct and maintain the Hotel in strict compliance with the Marriott Agreements and the
Standards as if Owner had executed the Franchise Agreement as “Franchisee.” Owner will procure the
insurance required under the Franchise Agreement if it is not obtained by Franchisee. Owner will comply
with Applicable Law. Owner, however, will not be responsible for the operation of the Hotel or payment
obligations under the Franchise Agreement, except as otherwise provided in this Agreement.
B. Confidential Information. Owner will maintain the confidentiality of any

Confidential Information in compliance with Section 12 of the Franchise Agreement. Owner will obtain
no other rights to use the Intellectual Property or to operate the Hotel as a System Hotel.
C. Not a Franchise or License. This Agreement does not constitute a separate

franchise or license to Owner.

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2. TERM
The term of this Agreement will begin on the Effective Date and will expire at the end of the
Term of the Franchise Agreement unless this Agreement is terminated earlier. If the Franchise Agreement
is renewed or extended, this Agreement will automatically be extended to expire at the end of the renewal
Term or extended Term of the Franchise Agreement.
3. PROVISIONS OF THE LEASE
The following terms will be considered incorporated into the Lease. If the Lease has inconsistent
terms, the terms below will control:
A. Possession and Control. Franchisee will have exclusive possession of the Hotel
and exclusive control of the day-to-day operations of the Hotel for a term that is no shorter than the Term.
B. Compliance with Franchise Agreement. The Hotel will be operated in

compliance with the Franchise Agreement, and the Franchise Agreement will control in case of conflict
with the Lease.
C. Cross-Default. A default by Franchisee under the Franchise Agreement will be a

default under the Lease.
D. Cross-Termination. If the Franchise Agreement is terminated under Section 19.1

or Section 19.2 of the Franchise Agreement, the Lease will automatically terminate.
E. Cooperation. On expiration or termination of the Lease, Franchisee will

peaceably turn over possession of the Hotel to Owner and cooperate with Owner for the continued
operation of the Hotel as a System Hotel.
4. OWNER’S RIGHT TO CURE DEFAULTS UNDER FRANCHISE AGREEMENT
Franchisor will copy Owner on any notice of default issued to Franchisee under the Franchise
Agreement. Owner has the right, but not the obligation, on notice to Franchisor to cure such default on
behalf of Franchisee during the cure period stated in the default notice.
5. FRANCHISOR’S RIGHT TO CURE DEFAULTS UNDER THE LEASE
Owner will copy Franchisor on any notice of default issued to Franchisee under the Lease.
Franchisor has the right, but not the obligation, on notice to Owner to cure such default on behalf of
Franchisee during the cure period stated in the default notice.
6. RIGHTS AND OBLIGATIONS ON TERMINATION OF FRANCHISE AGREEMENT
6.1 New Franchise Agreement or Management Agreement. If Franchisor terminates the

Franchise Agreement due to a default that is not caused by Owner, Owner will elect to either:
(i) enter into (or cause a substitute franchisee to enter into) a new franchise
agreement with Franchisor, in which case Owner (or such substitute franchisee) will execute such
agreement, together with any related agreements required by Franchisor, to be effective on the date of the
termination of the Franchise Agreement (“New Franchise Agreement”). The New Franchise Agreement
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will be in a form contained in the then-current Disclosure Document, except that (a) the Franchise Fees
will be the same as in the Franchise Agreement; and (b) the term will be the remaining Term of the
Franchise Agreement; or
(ii) enter into a management agreement with an Affiliate of Franchisor, in which case
Owner will execute such agreement, together with any related agreements required by Franchisor, to be
effective on the date of the termination of the Franchise Agreement (“Management Agreement”). The
Management Agreement will be in Franchisor’s standard form and the term will be equal to or longer
than the remaining Term of the Franchise Agreement.
Owner will notify Franchisor of its election under this Section within 30 days of the date Owner receives
the notice of termination of the Franchise Agreement and will enter into the applicable agreement within
30 days of its election. If the Franchise Agreement is terminated before a New Franchise Agreement or a
Management Agreement is signed, Owner will execute a short-term agreement to operate the Hotel under
the terms and conditions of the Franchise Agreement on an interim basis until the New Franchise
Agreement or Management Agreement is executed.
6.2 Qualifications for a New Franchise Agreement. To obtain a New Franchise

Agreement, the franchisee must be, as determined by Franchisor in its sole discretion: (i) financially
capable and responsible; (ii) sufficiently qualified in managerial skills and operational capacity (unless a
third party management company consented to by Franchisor will operate the Hotel); and (iii) able to
perform the obligations of the New Franchise Agreement. Such franchisee will provide Franchisor all
information reasonably requested to determine that it meets Franchisor’s then-current qualifications for
franchisees of System Hotels.
7. RIGHTS AND OBLIGATIONS ON TERMINATION OF THE LEASE
If Owner terminates the Lease due to a default by Franchisee, Owner and Franchisor will proceed
in accordance with Section 6. However, if there is a dispute between Owner and Franchisee about the
termination of the Lease, and Franchisee retains possession of the Hotel, Franchisor may permit
Franchisee to continue to operate the Hotel under the Franchise Agreement as long as it retains
possession. Franchisor’s rights under this Agreement will be reserved pending resolution of the dispute
between Owner and Franchisee.
8. TRANSFERS
8.1 Owner’s Transfer Rights. Owner agrees that its rights and duties in this Agreement are
personal to Owner, and that Franchisor entered into this Agreement in reliance on the business skill,
financial capacity and character of Owner and its Affiliates and their principals. Given that Owner may
obtain a franchise under Section 6, the Hotel or any Ownership Interest in Owner, a Control Affiliate or
the Hotel, may be Transferred only in accordance with Section 17 of the Franchise Agreement, as if
Owner were “Franchisee.” This Agreement may not be Transferred without Franchisor’s prior consent.
8.2. Competitor Right of First Refusal. Owner acknowledges that Franchisor’s rights under
Section 17.5.A. of the Franchise Agreement are rights in real estate. If requested by Franchisor, Owner
real estate records of the jurisdiction where the Hotel is located, and Owner will cooperate in such filing.
Owner agrees that damages are not an adequate remedy if Owner breaches its obligations under this
Section, and Franchisor will be entitled to injunctive relief if available without proving the inadequacy of
money damages as a remedy and without posting a bond. If this Agreement is terminated and

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Franchisor’s rights under this Section are no longer in effect, on request, Franchisor will execute a
termination of such interest.

Affiliates that assume Franchisor’s obligations to Owner and is reasonably capable of performing
Franchisor’s obligations, without prior notice to, or consent of, Owner.

Person that assumes Franchisor’s obligations to Owner, is reasonably capable of performing Franchisor’s
obligations, and acquires substantially all of Franchisor’s rights for System Hotels, without prior notice
to, or consent of, Owner. Owner agrees that any such Transfer will constitute a release of Franchisor and
a novation of this Agreement.

9. DEFAULTS AND TERMINATION
9.1 Immediate Termination.
A. Defaults Applicable to Owner under Franchise Agreement. If Owner would be in

default under Section 19.1 of the Franchise Agreement as if Owner were “Franchisee,” then Owner will
be in default and Franchisor may terminate this Agreement without providing Owner any opportunity to
cure the default. This termination is effective on notice to Owner or on the expiration of any notice or
cure period given by Franchisor in its sole discretion or required by Applicable Law.
B. Defaults under Franchise Agreement Caused by Owner. If Franchisor terminates

the Franchise Agreement based on a default that is caused by an act or omission of Owner, Franchisor
may, on notice to Owner and without further action, immediately terminate this Agreement and the
Hotel’s relationship with the System and require Owner to comply with Section 10.
9.2 Default with Opportunity to Cure.
A. Defaults Applicable to Owner under Franchise Agreement. Owner will be in

default and Franchisor may terminate this Agreement for the events listed in Section 19.2 of the Franchise
Agreement to the extent such default is applicable to Owner, if after 30 days’ notice of default (or such
greater number of days given by Franchisor in its sole discretion or as required by Applicable Law),
Owner fails to cure the default as specified in the notice.
B. Defaults under this Agreement. Owner will be in default and Franchisor may
terminate this Agreement if Owner fails to cure any default under this Agreement after 30 days’ notice of
default (or such greater number of days given by Franchisor in its sole discretion or as required by
Applicable Law).
10. POST-TERMINATION OBLIGATIONS OF OWNER
If the Franchise Agreement and this Agreement are terminated and Franchisee fails to perform
any post-termination obligation under the Franchise Agreement, Franchisor may enforce the Franchise
Agreement directly against Owner as if Owner were “Franchisee,” and Owner will perform, or cause to

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be performed, all post-termination obligations of Franchisee under Section 20.1.A of the Franchise
Agreement.
A. Condemnation. Owner will promptly notify Franchisor if it receives notice of any

proposed taking of any portion of the Hotel by eminent domain, condemnation, compulsory acquisition or
similar proceeding by any governmental authority, and will cause the Hotel to be restored and reopened if
and as required under Section 21.1 of the Franchise Agreement. Franchisor will be entitled to receive a
fair and reasonable portion of any condemnation award as provided under Section 21.1 of the Franchise
Agreement.
B. Casualty. Owner will promptly notify Franchisor if the Hotel is damaged by any
casualty, and will cause the Hotel to be renovated and reopened if and as required under Section 21.2 of
the Franchise Agreement.
Owner and each Interestholder in Owner may grant a lien or other security interest in the Hotel or
the revenues of the Hotel, or pledge Ownership Interests in Owner or a Control Affiliate as collateral for
the financing of the Hotel. If any Person exercises its rights under such lien, security interest or pledge,
Franchisor will have the rights under Section 9.1 of this Agreement and Section 19.1 of the Franchise
Agreement. Owner will not pledge this Agreement as collateral or grant a security interest in this
Agreement.

ENFORCEMENT
13.1 Governing Law. This Agreement takes effect on its acceptance and execution by
13.2 Arbitration.
A. Except as otherwise agreed in this Agreement and for Claims for indemnification
under Section 14 of the Franchise Agreement or actions for injunctive or other equitable relief under
Section 13.4 of this Agreement, any disagreement, controversy, or Claim relating to or arising out of this
Agreement, the relationship created by this Agreement, or the enforceability of this Agreement, including
enforcement of this Agreement (each, a “Dispute”), will be referred to, and finally settled by, arbitration
Arbitration Association: (1) a full and specific description of the claim under this Agreement including

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B. The decision of the arbitral tribunal will be final and binding on the parties and
will be enforceable in any courts having jurisdiction. The arbitral tribunal will have no authority to
amend or modify the terms of this Agreement. The arbitral tribunal will have the right to award or
include in its award any relief it deems proper, including money damages and interest on unpaid amounts,
specific performance and legal fees and costs in accordance with this Agreement; however, the arbitral
tribunal may not award punitive, consequential or exemplary damages (except for those related to misuse
of Franchisor’s Intellectual Property). The costs and expenses of arbitration will be allocated and paid by
the parties as determined by the arbitral tribunal.
C. Any arbitration proceeding under this Agreement will be conducted on an

which Franchisor is a party, except that Franchisor may join any current or former owner under an owner
agreement related to the Hotel in any such proceeding. Any Dispute to be settled by arbitration under this
Section will at the request of any party to this Agreement be resolved in a single arbitration before a
single tribunal together with any Dispute arising out of or relating to any other agreement between such
parties or Franchisor’s Affiliates. A decision on a matter in another arbitration proceeding will not
prevent a party from submitting evidence with respect to a similar matter or prevent the arbitral tribunal
from rendering an independent decision without regard to such decision in such other arbitration
proceeding.
D. Any party to this Agreement may, without waiving any rights, seek from a court
having jurisdiction any interim or provisional relief that may be necessary to protect its rights or property
(including, without limitation, any aspect of the System, or any reason concerning the safety of the Hotel
or the health and welfare of any of the Hotel’s guests, invitees or employees).
13.3 Jurisdiction. Owner expressly and irrevocably submits to the non-exclusive jurisdiction
of the courts of the State of Maryland for the purpose of any Disputes that are not required to be subject to
arbitration under Section 13.2. So far as permitted under Maryland law, this consent to personal
jurisdiction will be self-operative.
actual material breach of the Marriott Agreements or non-compliance with the Standards. Franchisor is
13.5 Costs of Enforcement. The prevailing party in any legal or equitable action related to the
Hotel, this Agreement or the other Marriott Agreements will recover its reasonable legal fees and costs,
including fees and costs incurred in confirming and enforcing an award under Section 13.2.B. The
prevailing party will be determined based upon an assessment of which party’s arguments or positions
could fairly be said to have prevailed over the other party’s arguments or positions on major disputed
issues in the arbitration or at trial, and should include an evaluation of the following: the amount of the
net recovery; the primary issues disputed by the parties; whether the amount of the award comprises a
significant percentage of the amount sought by the claimant; and the most recent settlement positions of
the parties.
13.6 WAIVER OF PUNITIVE DAMAGES. EACH OF OWNER, FRANCHISEE AND

RIGHT TO CLAIM OR RECEIVE PUNITIVE DAMAGES IN ANY DISPUTE RELATED TO THIS
AGREEMENT, THE MARRIOTT AGREEMENTS, THE HOTEL, THE RELATIONSHIP OF THE

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13.7 WAIVER OF JURY TRIAL. EACH OF OWNER, FRANCHISEE AND

FRANCHISOR ABSOLUTELY, IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY
JURY IN ANY DISPUTE RELATED TO THIS AGREEMENT, THE MARRIOTT AGREEMENTS,
THE HOTEL, THE RELATIONSHIP OF THE PARTIES OR ANY ACTIONS OR OMISSIONS IN
CONNECTION WITH ANY OF THE ABOVE.
14. NOTICES
Subject to Section 25.B of the Franchise Agreement, all notices, requests, statements and other
communications under this Agreement will be (i) in writing; (ii) delivered by hand with receipt, or by
courier service with tracking capability; and (iii) addressed as provided in Exhibit B or at any other
address designated in writing by the party entitled to receive the notice. Any notice will be deemed
received (i) when delivery is received or first refused, if delivered by hand or (ii) one day after posting of
such notice, if sent via overnight courier.
A. Existence. Each party represents and warrants that it (i) is duly formed, validly
existing and in good standing under the laws of the jurisdiction of its formation; and (ii) has and will
continue to have the ability to perform its obligations under this Agreement.
B. Authorization. Each of Franchisor, Franchisee and Owner represents and

warrants that the execution and delivery of this Agreement and the performance of its obligations under
this Agreement: (i) have been duly authorized; (ii) do not and will not violate, contravene or result in a
default or breach of (a) any Applicable Law, (b) its governing documents or (c) any agreement,
commitment or restriction binding on the relevant party; and (iii) do not require any consent that has not
been obtained by the relevant party.
C. Restricted Person. Owner represents and warrants, and will ensure throughout
the Term, that neither Owner nor any of its funding sources is a Restricted Person.
D. Ownership of Owner. Owner represents and warrants that its Interestholders are
completely and accurately listed in Exhibit A. If there have been changes, Owner will provide a list of the
names and addresses of the Interestholders and documents necessary to confirm such information and
update Exhibit A.
E. Ownership of the Hotel. Owner represents and warrants that it is the sole owner
of the Hotel and holds good and marketable fee title to the Approved Location.
16. MISCELLANEOUS
an original signed counterpart. Each party hereto waives any defenses to the enforceability of the terms of
this Agreement based on the foregoing forms of signature.

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Agreement, or the application of such term to Persons or circumstances other than those as to which it is
held invalid or unenforceable, will not be affected and each term of this Agreement will be valid and
enforced to the fullest extent permitted by Applicable Law; and (ii) Franchisor, Franchisee and Owner
will negotiate in good faith to modify this Agreement to implement their original intent as closely as
possible in a mutually acceptable manner.
B. Non-Exclusive Rights and Remedies. No right or remedy of Franchisor,

Franchisee or Owner under this Agreement is intended to be exclusive of any other right or remedy under
this Agreement at law or in equity.

third-party beneficiary or give any rights or remedies to any Person except Franchisor, Franchisee and
Owner and their respective permitted successors and assigns.
D. Interpretation of Agreement. Franchisor, Owner and Franchisee intend that this

Sections are for convenience and are not to be used to interpret the Sections to which they refer. All
Exhibits to this Agreement are incorporated by reference. Words indicating the singular include the plural
and vice versa as the context may require. References to days, months and years are all calendar
references. References that a Person “will” do something mean the Person has an obligation to do so.
References that a Person “may” do something mean a Person has the right, but not the obligation, to do
so. References that a Person “may not” or “will not” do something mean the Person is prohibited from
doing so.
E. Definitions. All capitalized terms not defined in this Agreement have the
A. Use of Reasonable Business Judgment. Franchisor will use Reasonable Business

any consents and approvals and the administration of Franchisor’s relationship with Owner, except when
Franchisor has reserved sole discretion.
B. Burden of Proof. Owner will have the burden of establishing that Franchisor
failed to exercise Reasonable Business Judgment. The fact that Franchisor or any Affiliate of Franchisor
benefited from any action or decision or that another reasonable alternative was available does not mean
implied covenant or duty of good faith and Franchisor exercises Reasonable Business Judgment, Owner
agrees that Franchisor will not have violated such covenant or duty.
and contain the entire agreement between the parties as it relates to the Hotel and the Approved Location
and supersede all prior understandings and writings.

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been duly executed by the parties and may not be amended by conduct manifesting assent, and each party
is put on notice that any individual purporting to amend this Agreement by conduct manifesting assent is
not authorized to do so.
16.7 Survival. The terms of Sections 1, 6, 10, 11 and 13 of this Agreement, and, to the extent
applicable to Owner, Section 27.8 of the Franchise Agreement, survive expiration or termination of this
Agreement.

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IN WITNESS WHEREOF, the parties have caused this Owner Agreement to be executed,
under seal, as of the Effective Date.
FRANCHISOR:
By: _____________________________(SEAL)
Name:
Title:
FRANCHISEE:
«FRANCHISE_NAME»
By: _____________________________(SEAL)
Name:
Title:
OWNER:
«OWNER_NAME»
By: _____________________________(SEAL)
Name:
Title:

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EXHIBIT A
OWNERSHIP INTERESTS IN OWNER
Address
Name of Owner (Include Country of Country of % Interest
Residence, if not U.S.) Formation or
Nationality
(Include if not U.S.)
NAME AND ADDRESS OF «OWNER_NAME»
«Owner_Name» «own_street»
«own_city», «own_state» N/A
«own_ZipCode»
OWNERSHIP OF «OWNER_NAME»
%
%
OWNERSHIP OF
%
%

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EXHIBIT B
NOTICE ADDRESSES
To Franchisor:
Bethesda, MD 20814
with a copy to:
Bethesda, MD 20814
Attn: Global Lodging Services
To Owner:
«Owner_Name»
«own_street»
«own_city», «own_state» «own_ZipCode»
Attn: «Owner_Attn»
Email: «Owner_email»
To Franchisee:
«Franchise_Name»
«fran_street»
Attn: «Fran_Attn»

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EXHIBIT C
FRANCHISE AGREEMENT

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Recording Requested by:
[Marriott Attorney]
Dept. 52/923.28
Bethesda, MD 20814
Document Prepared by:

Dept. 52/923.28
Bethesda, MD 20814
When Recorded, Mail to:

Mr. Brian A. Lobuts
Vice President
Associate Regional Director
First American National
Commercial Services
1850 K Street NW, Suite 1050
Washington, DC 20006 This space reserved for Recorder’s use only.

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This Memorandum of Right of First Refusal (“Memorandum”), dated as of _______________

between «Franchisor_Licensor», a «Local_juris» «entity_type» (“Franchisor”), «Franchise_Name», a/an
«Fran_Domicili» «Fran_corp» (“Franchisee”), and «Owner_Name», a/an «Owner_Domicili»
RECITALS
A. Franchisor and Franchisee entered into a «brand» Franchise Agreement dated

______________ (the “Franchise Agreement”), relating to the real property located in [County/City],
State of ____________, described on Exhibit 1 (the “Real Property”).
B. Franchisor, Franchisee and Owner have entered into an Owner Agreement dated
______________ (the “Owner Agreement”) with respect to the Real Property.
C. Owner is the fee owner of the Real Property.
D. Franchisor, Franchisee and Owner are executing this Memorandum as required by

Section 17.5.B. of the Franchise Agreement and Section ___ of the Owner Agreement to be recorded in
the Land Records of [County/City], _________________ (the “Local Jurisdiction”).
AGREEMENT
NOW THEREFORE, for the good and valuable consideration, the receipt and sufficiency of
which are acknowledged, the parties agree as follows:
1. Grant of Right of First Refusal. Each of Franchisee and Owner have granted
Franchisor the right of first refusal (the “Right of First Refusal”) to purchase the Real Property together
with its improvements (the “Premises”), on the terms in Section 17.5 of the Franchise Agreement and
Section [7.2/8.2] of the Owner Agreement.
2. Real Estate Interest and Injunctive Relief. Each of Franchisee and Owner
acknowledges that Franchisor’s rights under Section 17.5 of the Franchise Agreement and
Section [7.2/8.2] of the Owner Agreement are real estate rights in the Premises. Each of Franchisee and
Owner acknowledges and agrees that damages are not an adequate remedy if Franchisee breaches its
obligations under Section 17.5 of the Franchise Agreement or if Owner breaches its obligations under
Section [7.2/8.2] of the Owner Agreement, and that Franchisor will in either case be entitled to injunctive
relief without proving the inadequacy of money damages as a remedy and without posting a bond.
3. Term. The Right of First Refusal will terminate on the later of the termination of the
Franchise Agreement or the termination of the Owner Agreement, except if there is an early termination
(as opposed to expiration) of either agreement, in which case, the Right of First Refusal will survive such
early termination as provided in Section 17.5.C. of the Franchise Agreement and Section [7.2/8.2] of the
Owner Agreement.
4. Subordination. Franchisor’s rights in real estate under Section 17.5.A. of the Franchise
Agreement and Section [7.2/8.2] of the Owner Agreement will be subordinate only to the rights of lenders
under a mortgage or security deed secured by the Premises, only if and as long as: (i) the lender is not a
Competitor or Affiliate of a Competitor (as defined in the Franchise Agreement); and (ii) any such
mortgage or security deed remains validly recorded and in full force and effect.

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5. Addresses. Franchisor’s address is 7750 Wisconsin Avenue, Bethesda, MD 20814, Attn:
Law Department 52/923.28. Franchisee’s address is «fran_street», «fran_city», «fran_state»
«franZipCode». Owner’s address is «own_street», «own_city», «own_state» «own_ZipCode».

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IN WITNESS WHEREOF, the parties have caused this Memorandum to be executed, under seal,
as of the date first above written.
FRANCHISOR:
By: (SEAL)
Name:
Title:
FRANCHISEE:
«FRANCHISE_NAME»
By: (SEAL)
Name:
Title:
OWNER:
«OWNER_NAME»
By: (SEAL)
Name:
Title:

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STATE OF MARYLAND
COUNTY OF ______________
I HEREBY CERTIFY that on ________________ before me, a Notary Public, personally

appeared __________________________, who acknowledged himself/herself to be the
_______________________________________ of «Franchisor_Licensor», a «Local_juris»
«entity_type», and that he/she, as such officer, being authorized so to do, executed the foregoing
instrument for the purposes therein contained by signing the name of the «Franchisor_Licensor» by
himself/herself as such officer.
__________________________________
_____________________, Notary Public

STATE OF _______________
COUNTY OF ________________

appeared ___________________________, who acknowledged himself/herself to be the
______________________________ of «Franchise_Name», a/an «Fran_Domicili» «Fran_corp» (the
“Franchisee”), and that he/she, as such officer, being authorized so to do, executed the foregoing
instrument for the purposes therein contained by signing the name of Franchisee by himself/herself as
such officer.
_______________________________________
_____________________, Notary Public


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STATE OF _____________________
CITY/COUNTY OF _______________________

appeared _________________________________, who acknowledged himself/herself to be the
______________________ of «Owner_Name», a/an «Owner_Domicili» «Owner_corp» (the “Owner”),
and that he/she, as such officer, being authorized so to do, executed the foregoing instrument for the
purposes therein contained by signing the name of Owner by himself/herself as such officer.
_______________________________________
_____________________, Notary Public


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EXHIBIT 1 TO MEMORANDUM OF RIGHT OF FIRST REFUSAL
[Legal Description]

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EXHIBIT D
STATE AMENDMENTS TO DISCLOSURE DOCUMENT

STATE AMENDMENTS TO DISCLOSURE DOCUMENT
This exhibit contains amendments to the disclosure document for the following states:
California
Hawaii
Illinois
Maryland
Minnesota
New York
North Dakota
Rhode Island
Virginia
Washington
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CALIFORNIA
STATUTORY AND REGULATORY PROVISIONS AND

REQUIREMENTS OF THE STATE OF CALIFORNIA APPLICABLE TO THE
 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.
 Item 3 of the disclosure document is modified to include the following:
Neither we, nor any person identified in Item 2, is subject to any currently effective order of any
national securities association or national securities exchange (as defined in the Securities and
Exchange Act of 1934, 15 U.S.C. § 78a, et seq.) suspending or expelling such person from
membership in such association or exchange.
 California Business and Professions Code Sections 2000 through 20043 provide rights to the
franchisee concerning termination, transfer or non-renewal of a franchise. If the franchise
agreement contains a provision that is inconsistent with the law, the law will control.
 The franchise agreement provides for termination upon bankruptcy. This provision may not
be enforceable under federal bankruptcy law (11 U.S.C.A. § 101, et seq.)
 The franchise agreement contains a liquidated damages clause. Under California Civil Code
Section 1671, certain liquidated damages clauses are unenforceable.
 The franchise agreement requires application of the laws of the state of Maryland. This
provision may not be enforceable under California law.
 The franchise agreement requires binding arbitration. The arbitration will occur in Baltimore,
Maryland with the costs being borne by the parties as determined by the arbitrator(s).
Prospective franchisees are encouraged to consult private legal counsel to determine the
applicability of California and federal laws (such as Business and Professions Code Section
20040.5, Code of Civil Procedure Section 1281, and the Federal Arbitration Act) to any
provisions of a franchise agreement restricting venue to a forum outside the State of California.
The financial performance representations figures do not reflect the costs of sales, operating
expenses, or other costs or expenses that must be deducted from the gross revenue or gross
sales figures to obtain your net income or profit. You should conduct an independent
investigation of the costs and expenses you will incur in operating your franchised business.
Franchisees or former franchisees, listed in the disclosure document, may be one source of this
information.
 If the franchisee makes any acknowledgements in the franchise agreement or other documents
signed in connection with the entering into the franchise agreement relating to facts that would
negate or remove from judicial review any statement, misrepresentation or action that would violate
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the California Franchise Investment Law, regulation, rule or order under the California Franchise
Investment Law, then such acknowledgments will be void. It is the intent of this provision that
non-waiver provisions of the California Franchise Investment Law be satisfied.
OUR WEBSITE HAS NOT BEEN REVIEWED OR APPROVED BY THE CALIFORNIA

DEPARTMENT OF FINANCIAL PROTECTION AND INNOVATION. ANY COMPLAINTS
CONCERNING THE CONTENT OF THIS WEBSITE MAY BE DIRECTED TO THE CALIFORNIA
DEPARTMENT OF FINANCIAL PROTECTION AND INNOVATION AT WWW.DFPI.CA.GOV.
Each provision of this Amendment to the disclosure document will be effective only to the extent, with
respect to such provision, that the jurisdictional requirements of the California Franchise Investment Law
or the California Franchise Relations Act, as applicable, are met independently without reference to this
Amendment to the disclosure document and to the extent it is then a valid requirement of the statute.
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HAWAII

REQUIREMENTS OF THE STATE OF HAWAII APPLICABLE TO THE
 THESE FRANCHISES WILL BE/HAVE BEEN FILED UNDER THE FRANCHISE

INVESTMENT LAW OF THE STATE OF HAWAII. FILING DOES NOT CONSTITUTE
APPROVAL, RECOMMENDATION OR ENDORSEMENT BY THE COMMISSIONER OF
SECURITIES, DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS OR A
FINDING BY THE COMMISSIONER OF SECURITIES, DEPARTMENT OF COMMERCE
AND CONSUMER AFFAIRS THAT THE INFORMATION PROVIDED HEREIN 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 SEVEN DAYS PRIOR TO THE
EXECUTION BY THE PROSPECTIVE FRANCHISEE, OF ANY BINDING FRANCHISE OR
OTHER AGREEMENT, OR AT LEAST SEVEN DAYS PRIOR TO 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.
Each provision of this Amendment to the disclosure document that relates to the Hawaii Franchise Investment
Law will be effective only to the extent, with respect to such provision, that the jurisdictional requirements of
the Hawaii Franchise Investment Law are met independently without reference to this Amendment to the
disclosure document and to the extent it is then a valid requirement of the statute.
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ILLINOIS

REQUIREMENTS OF THE STATE OF ILLINOIS APPLICABLE TO THE
 The Cover Page, Item 17.v., “Choice of forum” and Item 17.w., “Choice of law,” are supplemented
by the following:
If the Franchise Agreement requires (i) litigation to be conducted in a forum other than the State of
Illinois, the requirement is void with respect to claims under the Illinois Franchise Disclosure Act
(“Act”), provided that the Franchise Agreement may provide for arbitration in a forum outside of
Illinois; and (ii) that it be governed by a state’s law, other than the State of Illinois, to the extent
that such law conflicts with the Act, Illinois law will govern.
respect to such provision, that the jurisdictional requirements of the Illinois Franchise Disclosure Act are
met independently, without reference to this Amendment to the disclosure document and to the extent it is
then a valid requirement of the statute.
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MARYLAND

REQUIREMENTS OF THE STATE OF MARYLAND APPLICABLE TO THE
 Item 17.c., “Requirements for franchisee to renew or extend” and Item 17.m. “Conditions for
franchisor approval of transfer” of the disclosure document are amended by the addition of the
following:
Maryland Franchise Registration and Disclosure Law, Section 14-226 prohibits franchisors from,
as a condition to the sale of a franchise, requiring a prospective franchisee to agree to a release,
assignment, novation, waiver, or estoppel that would relieve a person from liability under, when
applicable, the Maryland Franchise Registration and Disclosure Law.
 Item 17 of the disclosure document is amended by the addition of the following paragraphs at the
conclusion of the Item:
Any claims that Franchisee may have under the Maryland Franchise Registration and Disclosure
Law must be brought within 3 years after the grant of the franchise.
A provision in the Franchise Agreement which terminates the agreement upon your bankruptcy
may not be enforceable under federal bankruptcy law, 11 U.S.C. Section 101 et seq.
respect to such provision, that the jurisdictional requirements of the Maryland Franchise Registration and
Disclosure Law are met independently, without reference to this Amendment to the disclosure document
and to the extent it is then a valid requirement of the statute.
6
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MINNESOTA

REQUIREMENTS OF THE STATE OF MINNESOTA APPLICABLE TO THE
The following language is a summary of certain provisions of Minnesota law that may apply to Minnesota
franchisees and is intended to amend and supplement Items 6, 13, and 17 of the disclosure document and the
Cover Page:
 Minnesota Statutes, Section 80C.21 and Minnesota Rules 2860.4400(J) prohibit the franchisor from
requiring litigation to be conducted outside Minnesota, requiring waiver of a jury trial, or requiring the
franchisee to consent to liquidated damages, termination penalties, or judgment notes. In addition,
nothing in the disclosure document or agreement(s) can abrogate or reduce (1) any of the franchisee’s
rights as provided for in Minnesota Statutes, Chapter 80C or (2) franchisee’s rights to any procedure,
forum, or remedies provided for by the laws of the jurisdiction.
 With respect to franchises governed by Minnesota law, the franchisor will comply with Minnesota
Statutes, Section 80C.14, Subd. 3-5, which require (except in certain specified cases): (1) that a
franchisee be given 90 days notice of termination (with 60 days to cure) and 180 days notice for non-
renewal of the franchise agreement; and (2) that consent to the transfer of the franchise will not be
unreasonably withheld.
 The franchisor will protect the franchisee’s rights to use the trademarks, service marks, trade names,
logotypes, or other commercial symbols, or indemnify the franchisee from any loss, costs, or expenses
arising out of any claim, suit, or demand regarding the use of the name.
 Minnesota considers it unfair to not protect the franchisee’s rights to use the trademarks. Refer to
Minnesota Statutes, Section 80C.12, Subd. 1(g).
 Minnesota Rules 2860.4400(D) prohibits a franchisor from requiring a franchisee to assent to a general
release.
 The franchisee cannot consent to the franchisor obtaining injunctive relief. The franchisor may seek
injunctive relief. See Minn. Rules 2860.4400J. Also, a court will determine if a bond is required.
 The Limitations of Claims section must comply with Minnesota Statutes, Section 80C.17, Subd. 5.
Each provision of this Amendment to the disclosure document will be effective only to the extent, with respect
to such provision, that the jurisdictional requirements of the Minnesota Franchises Law are met independently
without reference to this Amendment to the disclosure document and to the extent it is then a valid requirement
of the statute.
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NEW YORK

REQUIREMENTS OF THE STATE OF NEW YORK APPLICABLE TO THE
 Item 3, “Litigation” of the disclosure document is amended by deleting the last paragraph in that Item
and replacing it by the following:
Other than these actions:
(1) Neither we, any predecessor, any person identified in Item 2 above, nor any affiliate offering
franchises under our principal trademark has pending any administrative, criminal or material civil
action (or a significant number of civil actions irrespective of materiality) alleging a violation of any
franchise, antitrust or securities law, fraud, embezzlement, fraudulent conversion, misappropriation of
property, unfair or deceptive practices, or comparable allegations.
(2) Neither we, any predecessor, any person identified in Item 2 above, nor any affiliate offering
franchises under our principal trademark has been convicted of a felony or pleaded nolo contendere to
a felony charge or, within the ten-year period immediately preceding the date of this disclosure
document, has been convicted of a misdemeanor or pleaded nolo contendere to a misdemeanor charge
or been held liable in a civil action by final judgment or been the subject of a material complaint or
other legal proceeding if such misdemeanor conviction or charge or civil action, complaint or other
legal proceeding involved a violation of any franchise, anti-fraud or securities law, fraud,
embezzlement, fraudulent conversion, misappropriation of property, unfair or deceptive practices,
misappropriation of property or comparable allegations.
(3) Neither we, any predecessor any person identified in Item 2 above, nor any affiliate offering
franchises under our principal trademark is 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 as a result of a concluded or pending action or
proceeding brought by a public agency, is subject to any currently effective order of any national
securities association or 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 is
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.
 Item 4, “Bankruptcy” of the disclosure document is deleted in its entirety and the following language
substituted in lieu thereof:
Neither we, nor any affiliate or predecessor or current officer or general partner have during the 10
year period immediately before the date of this Disclosure Document (a) filed as a debtor (or had filed
against it) a petition to start an action under the U.S. Bankruptcy Code; (b) obtained a discharge of its
debts under the Bankruptcy Code; or (c) 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 year after the officer or general partner of the franchisor held this position with the company
or partnership.
8
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 Item 17.d., “Termination by you” of the disclosure document is amended by the addition of the
following:
To the extent required by the New York General Business Law, you may terminate the Agreement
on any grounds available by law.
 Item 17.w., “Choice of law” of the disclosure document is amended by the addition of the following:
The foregoing choice of law should not be considered a waiver of any right conferred upon you by
the General Business Law of the State of New York, Article 33.
 Statement of disclosure document accuracy:
Franchisor represents that this disclosure document does not knowingly omit any material fact or
contain any untrue statement of a material fact.
respect to such provision, that the jurisdictional requirements of the New York General Business Law,
Article 33 are met independently, without reference to this Amendment to the disclosure document and to
the extent it is then a valid requirement of the statute.
9
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NORTH DAKOTA

REQUIREMENTS OF THE STATE OF NORTH DAKOTA APPLICABLE TO THE
1. The North Dakota Securities Commissioner has held the following to be unfair, unjust, or inequitable
to North Dakota franchisees (Section 51-19-09, N.D.C.C.):
 Restriction on Forum: Requiring North Dakota franchisees to consent to the jurisdiction of

courts outside of North Dakota.
 Liquidated Damages and Termination Penalties: Requiring North Dakota franchisees to

consent to liquidated damages or termination penalties.
 Applicable Laws: Franchise agreements which specify that any claims arising under the
North Dakota franchise law will be governed by the laws of a state other than North Dakota.
 Waiver of Trial by Jury: Requiring North Dakota franchisees to consent to the waiver of a
trial by jury.
 Waiver of Exemplary and Punitive Damages: Requiring North Dakota franchisees to consent
to a waiver of exemplary and punitive damages.
 General Release: Requiring North Dakota franchisees to execute a general release of claims as
a condition of renewal or transfer of a franchise.
2. Any arbitration will be held at a site mutually agreeable to the franchisor and the franchisee.
3. Each provision of this Amendment to the disclosure document will be effective only to the extent, with
respect to such provision, that the jurisdictional requirements of the North Dakota Franchise Investment Law,
N.D. Cent. Code, §§ 51-19-1 through 51-19-17, are met independently without reference to this Amendment
to the disclosure document and to the extent it is then a valid requirement of the statute.
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RHODE ISLAND

REQUIREMENTS OF THE RHODE ISLAND FRANCHISE INVESTMENT ACT
APPLICABLE TO THE FRANCHISE DISCLOSURE DOCUMENT
Item 17, “Renewal, Termination, Transfer, and Dispute Resolution,” is amended by the addition of the
following paragraph(s) at the conclusion of the Item:
§ 19-28.1-14 of the Rhode Island Franchise Investment Act 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.”
This Amendment to the disclosure document will be effective only to the extent, with respect to such
provision, that the jurisdictional requirements of the Rhode Island Franchise Investment Act, §§ 19-28.1-1
through 19-28.1-34, are met independently without reference to this Amendment to the disclosure document
and to the extent it is then a valid requirement of the statute.
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VIRGINIA

REQUIREMENTS OF THE STATE OF VIRGINIA RETAIL FRANCHISING ACT
APPLICABLE TO THE FRANCHISE DISCLOSURE DOCUMENT
 Item 17.h., “‘Cause’ defined-non-curable defaults” of the disclosure document is modified to include
the following:
Under 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 ground for default or termination stated in the
franchise agreement does 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.
This Amendment to the disclosure document will be effective only to the extent, with respect to such provision,
that the jurisdictional requirements of the Virginia Retail Franchising Act, §§ 13.1-557 through 13.1-574, are
met independently without reference to this Amendment to the disclosure document and to the extent it is then
a valid requirement of the statute.
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WASHINGTON

REQUIREMENTS OF THE STATE OF WASHINGTON APPLICABLE TO THE
Item 17, “Renewal, Termination, Transfer, and Dispute Resolution,” is amended by the addition of the
following paragraph(s) at the conclusion of the Item:
 The state of Washington has a statute, the Washington Franchise Investment Protection Act, RCW
19.100.010 to 19.100.940 (the “Act”), which may supersede the franchise agreement in your
relationship with the franchisor including the areas of termination, renewal, and transfer of your
franchise. There also may be court decisions which may supersede the franchise agreement in your
relationship with the franchisor including the areas of termination and renewal of your franchise.
 In the event of a conflict of laws, the provisions of the Act will prevail.
 According to a Franchise Act Interpretive Statement adopted by the Washington Department of

Financial Institutions, transfer fees are collectable to the extent that they reflect the franchisor’s
reasonable estimate or actual costs in effecting a transfer.
 According to a Franchise Act Interpretive Statement adopted by the Washington Department of

Financial Institutions, in any arbitration involving a franchise purchased in Washington, the arbitration
site will be either in the state of Washington, or in a place mutually agreed upon at the time of the
arbitration, or as determined by the arbitrator.
 A release or waiver of rights executed by a franchisee may not include rights under the Act or any rule
or order thereunder except when executed pursuant to a negotiated settlement after the agreement is in
effect and where the parties are represented by independent counsel. Provisions in the franchise
agreement such as those which unreasonably restrict or limit the statute of limitations period for claims
under the Act or a franchisee’s rights or remedies under the Act may not be enforceable.
Each provision of this Amendment to the disclosure document will be effective only to the extent, with respect
to such provision, that the jurisdictional requirements of the Washington Franchise Investment Protection Act,
Wash. Rev. Code §§ 19.100.180 are met independently without reference to this Amendment to the disclosure
document and to the extent it is then a valid requirement of the statute.
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EXHIBIT E
STATE AMENDMENTS TO FRANCHISE AGREEMENT

STATE AMENDMENTS TO FRANCHISE AGREEMENT
This exhibit contains amendments to the franchise agreement for the following states:
Hawaii
Illinois
Maryland
Minnesota
New York
North Dakota
Rhode Island
Virginia
Washington
1
2023 Ex E - State Amendments to FA (all brands) w VA Acknowledgment:3358349_2
(03/31/2023)
AMENDMENT TO FRANCHISE AGREEMENT
REQUIRED BY THE STATE OF HAWAII
Franchisor and Franchisee, parties to the attached Franchise Agreement (the “Agreement”), agree
as follows:
1. Each provision of this Amendment to the Agreement that relates to the Hawaii Franchise
Investment Law, Hawaii Rev. Stat. §§ 482E, et seq., will be effective only to the extent that the
jurisdictional requirements of the Hawaii Franchise Investment Law are met independently with respect
to each such provision and without reference to this Amendment to the Agreement.
2. Section 26.2 of the Agreement (“Additional Franchisee Acknowledgments and

Representations”) is supplemented by the following:
F. The foregoing acknowledgments are not intended to nor will they act
as a release, estoppel or waiver of any liability Franchisor may have under the
Hawaii Franchise Investment Law and the rules adopted thereunder.
3. Franchisor reserves the right to challenge the applicability of any law that declares
provisions in the Agreement void or unenforceable.
IN WITNESS WHEREOF, Franchisor and Franchisee have caused this Amendment to the
Agreement to be executed, under seal, as of the Effective Date of the Agreement.
FRANCHISOR:
By: __________________________(SEAL)
Name:
Title:
FRANCHISEE:
«FRANCHISE_NAME»
By: __________________________(SEAL)
Name:
Title:
2
(03/31/2023)
REQUIRED BY THE STATE OF ILLINOIS
In recognition of the requirements of the Illinois Franchise Disclosure Act of 1987, Ill. Comp.
Stat. §§ 705/1 to 705/44 (the “Illinois Franchise Disclosure Act” or the “Act”), Franchisor and Franchisee,
parties to the attached Franchise Agreement (the “Agreement”) agree as follows:
1. Section 2.2 (“Not Renewable”) of the Agreement is supplemented by the following:
If any of the provisions of this Section 2.2 concerning nonrenewal are inconsistent with
the provisions of Section 705/20 of the Illinois Franchise Disclosure Act, then such
provisions of the Act will apply.
2. Section 19 (“Default and Termination”) of the Agreement is supplemented by the

following:
If any of the provisions of this Section 19 governing termination are inconsistent with the
provisions of Section 705/19 of the Illinois Franchise Disclosure Act, then such
provisions of the Act will apply.
3. Section 24.1 (“Governing Law, Arbitration, and Jurisdiction”) of the Agreement is

supplemented by the following:
C. If any of the provisions of this Section 24.l of the Agreement are inconsistent
with the provisions of Section 705/4 or 705/41 of the Illinois Franchise Disclosure Act,
then such Illinois law will apply to the extent such law is constitutional and the
jurisdictional requirements of the Illinois Franchise Disclosure Act (as amended) are met,
provided that the Agreement may provide for arbitration in a forum outside of Illinois.
4. Section 24.4 (“WAIVER OF PUNITIVE DAMAGES”) and Section 24.5 (“WAIVER OF

JURY TRIAL”) of the Agreement are supplemented by the following:
If any of the provisions of this Section of the Agreement are inconsistent with the
provisions of Section 705/41 of the Illinois Franchise Disclosure Act, then such
provisions of the Act will apply to the extent such law is constitutional and the
jurisdictional requirements of the Illinois Franchise Disclosure Act (as amended) are met.
5. Section 26.2 (“Additional Franchisee Acknowledgments and Representations”) of the

Agreement is supplemented by the following:
F. If any of the acknowledgments in this Section 26.2 of the Agreement

are inconsistent with the provisions of Section 705/41 of the Illinois Franchise
Disclosure Act, then such Illinois law will apply to the extent such law is
constitutional and the jurisdictional requirements of the Illinois Franchise
Disclosure Act (as amended) are met.
6. Each provision of this Amendment to the Agreement will be effective only to the extent
that the jurisdictional requirements of the Illinois Franchise Disclosure Act are met independently with
respect to each such provision and without reference to this Amendment to the Agreement.
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FRANCHISOR:
By: __________________________(SEAL)
Name:
Title:
FRANCHISEE:
«FRANCHISE_NAME»
By: __________________________(SEAL)
Name:
Title:
4
(03/31/2023)
REQUIRED BY THE STATE OF MARYLAND
In recognition of the requirements of the Maryland Franchise Registration and Disclosure Law,
M.D. BUS. REG. CODE ANN. §§ 14-201 et. seq. (2010 Repl. Vol. and Supp 2011), Franchisor and
Franchisee, parties to the attached Franchise Agreement (the “Agreement”), agree as follows:
1. Section 17.4.A(6) of the Agreement is supplemented by the following:
The release required as a condition of a transfer will not apply to any liability
under the Maryland Franchise Registration and Disclosure Law to the extent,
if any, that a release of such liability would be prohibited under the Maryland
Franchise Registration and Disclosure Law at the time the release is provided.
2. Section 26.2 of the Agreement (“Additional Franchisee Acknowledgments and

Representations”) is supplemented by the following:
F. The foregoing acknowledgments are not intended to nor will they act
as a release, estoppel or waiver of any liability under the Maryland Franchise
Registration and Disclosure Law.
3. Section 24 of the Agreement is supplemented by the following Section 24.6:
24.6 Limitations Period. Any Dispute arising under the Maryland

Franchise Registration and Disclosure Law must be brought within 3 years
after the grant of the franchise.
4. Each provision of this Amendment will be effective only to the extent that the
jurisdictional requirements of the Maryland Franchise Registration and Disclosure Law are met
independently with respect to each such provision and without reference to this Amendment. This
Amendment will have no force or effect if such jurisdictional requirements are not met.
{Signatures appear on following page}
5
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FRANCHISOR:
By: __________________________(SEAL)
Name:
Title:
FRANCHISEE:
«FRANCHISE_NAME»
By: __________________________(SEAL)
Name:
Title:
6
(03/31/2023)
REQUIRED BY THE STATE OF MINNESOTA
In recognition of the requirements of the Minnesota Franchise Act, Minn. Stat. § 80C., and of the
Rules and Regulations promulgated thereunder by the Commissioner of Commerce, Franchisor and
Franchisee, parties to the attached Franchise Agreement (the “Agreement”), agree as follows:
1. The Commissioner of Commerce for the State of Minnesota requires that certain
provisions contained in franchise documents be amended to be consistent with Minnesota Franchise Act,
Minn. Stat. Section 80C.01 et seq., and the Rules and Regulations promulgated under the Act
(collectively the “Franchise Act”). To the extent that the Agreement and Franchise Disclosure Document
contain provisions that are inconsistent with the following, such provisions are hereby amended:
a. Minnesota Statutes, Section 80C.21 and Minnesota Rules 2860.4400(J) prohibit

the franchisor from requiring litigation to be conducted outside Minnesota, requiring
waiver of a jury trial, or requiring the franchisee to consent to liquidated damages,
termination penalties, or judgment notes. In addition, nothing in the Franchise Disclosure
Document or agreement(s) can abrogate or reduce (1) any of the franchisee’s rights as
provided for in Minnesota Statutes, Chapter 80C or (2) franchisee’s rights to any
procedure, forum, or remedies provided for by the laws of the jurisdiction.
b. With respect to franchises governed by Minnesota law, the franchisor will

comply with Minnesota Statutes, Section 80C.14, Subd. 3-5, which require (except in
certain specified cases): (1) that a franchisee be given 90 days’ notice of termination
(with 60 days to cure) and 180 days’ notice for non-renewal of the franchise agreement;
and (2) that consent to the transfer of the franchise will not be unreasonably withheld.
c. The franchisor will protect the franchisee’s rights to use the trademarks, service
marks, trade names, logotypes, or other commercial symbols, or indemnify the franchisee
from any loss, costs, or expenses arising out of any claim, suit, or demand regarding the
use of the name.
d. Minnesota considers it unfair to not protect the franchisee’s rights to use the
trademarks. Refer to Minnesota Statutes, Section 80C.12, Subd. 1(g).
e. Minnesota Rules 2860.4400(D) prohibits a franchisor from requiring a franchisee

to assent to a general release.
f. The franchisee cannot consent to the franchisor obtaining injunctive relief. The
franchisor may seek injunctive relief. See Minn. Rules 2860.4400J. Also, a court will
determine if a bond is required.
g. The Limitations of Claims section must comply with Minnesota Statutes, Section
80C.17, Subd. 5.
h. If the franchisee makes any acknowledgments in the franchise agreement or other

documents signed in connection with the entering into the franchise agreement relating to
facts that would negate or remove from judicial review any statement, misrepresentation
or action that would violate the Franchise Act, such acknowledgments will be void. It is
the intent of this provision that any non-waiver provisions of the Franchise Act be
satisfied.
7
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that the jurisdictional requirements of the Minnesota Franchise Act are met independently with respect to
each such provision and without reference to this Amendment to the Agreement. This Amendment to the
Agreement will have no force or effect if such jurisdictional requirements are not met.
FRANCHISOR:
By: __________________________(SEAL)
Name:
Title:
FRANCHISEE:
«FRANCHISE_NAME»
By: __________________________(SEAL)
Name:
Title:
8
(03/31/2023)
FOR THE STATE OF NEW YORK
to amend the Agreement as follows:
1. The New York Department of Law requires that certain provisions contained in franchise
documents be amended to be consistent with New York law, including the New York General Business
Law, Article 33, Sections 680 through 695. To the extent that the Agreement contains provisions that are
inconsistent with the following, such provisions are hereby amended:
a. If the Franchisee is required in the Agreement to execute a release of claims or to

acknowledge facts that would negate or remove from judicial review any
statement, misrepresentation or action that would violate the General Business
Law, regulation, rule or order under the Law, such release will exclude claims
arising under the New York General Business Law, Article 33, Section 680
through 695 and the regulations promulgated thereunder, and such
acknowledgments will be void. It is the intent of this provision that non-waiver
provisions of Sections 687.4 and 687.5 of the General Business Law be satisfied.
b. If the Agreement requires that it be governed by the law of a state, other than the
State of New York, the choice of law provision will not be considered to waive
any rights conferred on the Franchisee under the New York General Business
Law, Article 33, Sections 680 through 695.
that the jurisdictional requirements of the New York General Business Law, with respect to each such
provision, are met independently of this Amendment to the Agreement. This Amendment to the
Agreement will have no force or effect if such jurisdictional requirements are not met.
9
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FRANCHISOR:
By: __________________________(SEAL)
Name:
Title:
FRANCHISEE:
«FRANCHISE_NAME»
By: __________________________(SEAL)
Name:
Title:
10
(03/31/2023)
REQUIRED BY THE STATE OF NORTH DAKOTA
In recognition of the requirements of the North Dakota Century Code Sections 51-19-01 through
51-19-17 (“North Dakota Franchise Law”), Franchisor and Franchisee, parties to the attached Franchise
Agreement (the “Agreement”), agree as follows:
1. The North Dakota Franchise Law prohibits a franchisor from requiring a franchisee to
consent to a termination penalty. If the Agreement contains a provision that is inconsistent with the North
Dakota Franchise Law, the provisions of the Agreement will be superseded by the North Dakota
Franchise Law’s requirements and Franchisee will not be deemed to have consented to the calculation of
the amount of such damages.
2. Sections 24.4 and 24.5 of the Agreement require Franchisee and Franchisor to waive their
respective rights to a jury trial and to claim or receive punitive damages. To the extent such provisions
violate the North Dakota Franchise Law, such law will prevail and such provision will not apply with
respect to claims thereunder.
3. Section 24.1 of the Agreement requires: (a) the Agreement to be governed and interpreted
under Maryland law, (b) certain disputes to be resolved by arbitration in Maryland, and (c) Franchisee to
consent to jurisdiction in Maryland. To the extent that such provisions conflict with the North Dakota
Franchise Law, the North Dakota Franchise Law will control.
4. Section 17.4.A(6) of the Agreement requires Franchisee to provide a general release of

claims as a condition of a transfer. To the extent that such provision is inconsistent with the North
Dakota Franchise Law and such law prevails, such release will exclude only such claims as Franchisee
may have that have arisen under the North Dakota Franchise Law to the extent that a release of such
claims would be prohibited under the North Dakota Franchise Law at the time the release is provided.
that the jurisdictional requirements of the North Dakota Franchise Law are met independently with
respect to such provision and without reference to this Amendment to the Agreement.
11
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FRANCHISOR:
By: __________________________(SEAL)
Name:
Title:
FRANCHISEE:
«FRANCHISE_NAME»
By: __________________________(SEAL)
Name:
Title:
12
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REQUIRED BY THE STATE OF RHODE ISLAND
In accordance with the requirements of the Rhode Island Franchise Investment Act, R.I. Gen.
Law 19-28.1-1 to 19-28.1-34, Franchisor and Franchisee, parties to the attached Franchise Agreement
(the “Agreement”), agree as follows:
1. Section 24.1 of the Agreement is supplemented by the following:
If any of the provisions of this Section 24.1 of the Agreement are inconsistent
with §19-28.1-14 of the Rhode Island Franchise Investment Act, which states
that a provision in a franchise agreement restricting jurisdiction or venue to a
forum outside the state of Rhode Island or requiring the application of the
laws of another state is void with respect to a claim otherwise enforceable
under the Rhode Island Franchise Investment Act, then said Rhode Island law
will apply.
2. Section 17.4.A(6) of the Agreement requires Franchisee to provide a general release of

claims as a condition of a transfer. To the extent that such provision is inconsistent with the Rhode Island
Franchise Investment Act and such law prevails, such release will exclude only such claims as Franchisee
may have that have arisen under the Rhode Island Franchise Investment Act to the extent that a release of
such claims would be prohibited under the Rhode Island Franchise Investment Act at the time the release
is provided.
that the jurisdictional requirements of the Rhode Island Franchise Investment Act are met independently
with respect to each such provision and without reference to this Amendment to the Agreement.
13
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FRANCHISOR:
By: __________________________(SEAL)
Name:
Title:
FRANCHISEE:
«FRANCHISE_NAME»
By: __________________________(SEAL)
Name:
Title:
14
(03/31/2023)
ACKNOWLEDGMENT OF VIRGINIA SUBSTANTIAL INVESTMENT EXEMPTION
This Acknowledgement of Virginia Substantial Investment Exemption (“Acknowledgement”) is

executed by «Franchise_Name», a/an «Fran_Domicili» «Fran_corp» (“Franchisee”) as of ______________
(“Effective Date”) in connection with the «brand» Franchise Agreement to be entered into by and between
Marriott International, Inc. (“Franchisor”) and Franchisee, for the «brand» hotel located or to be located at
«address», «city», «state» «zip» (the “Transaction”).
Franchisee acknowledges and agrees that the Transaction is exempt from the registration
requirements of the Virginia Retail Franchising Act, §§ 13.1-560, pursuant to Virginia Administrative
Code § 5-110-75(6), on the basis of the following:
1. Franchisee has received and has had an opportunity to review Franchisor’s «brand»
Franchise Disclosure Document dated March 31, 2023 (the “FDD”);
2. The Transaction is for a single «brand» hotel in which Franchisee’s actual minimum
initial investment will exceed $3,000,000, consistent with the estimated initial investment
range set forth in Item 7 of the FDD;
3. Franchisee is represented by legal counsel in connection with the Transaction; and
4. Franchisee, either alone or with its representatives or affiliates, has sufficient knowledge
and experience such that Franchisee is capable of evaluating the merits and risks of the
Transaction.
IN WITNESS WHEREOF, Franchisee has caused this Acknowledgement to be executed, under

seal, as of the Effective Date.
FRANCHISEE:
«FRANCHISE_NAME»
By: __________________________(SEAL)
Name:
Title:
Date:
15
(03/31/2023)
REQUIRED BY THE STATE OF WASHINGTON
to amend the Agreement (the “Amendment”) as follows:
1. The Director of the Washington Department of Financial Institutions (the “DFI”) requires
that certain provisions contained in franchise documents be amended to be consistent with Washington
law, including the Washington Franchise Investment Protection Act, RCW 19.100.010 to 19.100.940 (the
“Act”), which provides certain rights to franchisees, and to disclose certain Franchise Act Interpretive
Statements issued by the DFI regarding the Act. In recognition of the Act, the parties agree that:
a. The Act may supersede the provisions in the Agreement relating to Franchisee’s
relationship with Franchisor, including provisions relating to renewal, termination and
transfer of the franchise. If the Agreement contains a provision that is inconsistent with
the Act, the Act will control. There also may be court decisions which supersede provisions
in the Agreement relating to Franchisee’s relationship with Franchisor, including
provisions relating to renewal and termination of the franchise.
b. In the event of a conflict of laws (meaning there is a conflict between the Act and
a state law of another state designated as governing in the franchise agreement), the
provisions of the Act will control.
c. The Act provides that a release or waiver of rights executed by a franchisee may
not include rights under the Act or any rule or order thereunder except when executed
pursuant to a negotiated settlement after the franchise agreement is in effect and where the
parties are represented by independent counsel. If there are provisions in the Agreement
that unreasonably restrict or limit the statute of limitations period for claims under the Act,
or rights or remedies under the Act, those provisions may not be enforceable.
d. According to a Franchise Act Interpretive Statement adopted by the DFI, transfer

fees are collectable to the extent that they reflect the franchisor’s reasonable estimate or
actual costs in effecting a transfer.
e. According to a Franchise Act Interpretive Statement adopted by the DFI, in any

arbitration involving a franchise purchased in Washington, the arbitration site will be either
in the state of Washington, or in a place mutually agreed upon at the time of the arbitration,
or as determined by the arbitrator.
f. The acknowledgments in Section 26.2 of the Agreement are not intended to nor
will they act as a release, estoppel or waiver of any liability Franchisor may have under the
Act and the rules adopted thereunder.
2. Each provision of this to the Agreement will be effective only to the extent that the
jurisdictional requirements of the Washington law applicable to the provision are met independently of this
Amendment to the Agreement. This Amendment to the Agreement will have no force or effect if such
jurisdictional requirements are not met.
3. Franchisor reserves the right to challenge the applicability of any law, or administrative
policy or interpretation of a law, that declares provisions in the Agreement void or unenforceable.
16
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FRANCHISOR:
By: __________________________(SEAL)
Name:
Title:
FRANCHISEE:
«FRANCHISE_NAME»
By: __________________________(SEAL)
Name:
Title:
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EXHIBIT F
AGENTS FOR SERVICE OF PROCESS

AGENTS FOR SERVICE OF PROCESS
The registered agents authorized in various states to receive service of process on our behalf are
given below:
CALIFORNIA MICHIGAN
Commissioner of Financial Protection and Michigan Attorney General’s Office

Innovation Corporate Oversight Division, Franchise Section
Department of Financial Protection and 525 West Ottawa Street
Innovation G. Mennen Williams Building, 1st Floor
320 West Fourth Street, Suite 750 Lansing, Michigan 48913
Los Angeles, California 90013-2344 (517) 335-7567
(213) 576-7500
Toll Free: (866) 275-2677 MINNESOTA
HAWAII Commissioner of Commerce

Minnesota Department of Commerce
Commissioner of Securities 85 7th Place East, Suite 280
Department of Commerce & Consumer Affairs St. Paul, Minnesota 55101
Business Registration Division (651) 539-1600
Securities Compliance Branch
335 Merchant Street, Room 203 NEW YORK
Honolulu, Hawaii 96813
(808) 586-2722 New York Secretary of State
One Commerce Plaza,
ILLINOIS 99 Washington Avenue
Albany, New York 12231
Illinois Attorney General (518) 473-2492
500 South Second Street
Springfield, Illinois 62706 NORTH DAKOTA
(217) 782-4465
North Dakota Securities Commissioner
INDIANA State Capitol
Department 414
Secretary of State 600 East Boulevard Avenue, Fourteenth Floor
Franchise Section Bismarck, North Dakota 58505-0510
302 West Washington, Room E-111 (701) 328-4712
Indianapolis, Indiana 46204
(317) 232-6681 RHODE ISLAND
MARYLAND Director of Department of Business Regulation

Department of Business Regulation
Maryland Securities Commissioner Securities Division, Building 69, First Floor
200 St. Paul Place John O. Pastore Center
Baltimore, Maryland 21202-2020 1511 Pontiac Avenue
(410) 576-6360 Cranston, Rhode Island 02920
(401) 462-9527
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SOUTH DAKOTA WASHINGTON
Division of Insurance Director of Department of Financial Institutions

Director of the Securities Regulation Securities Division – 3rd Floor
124 South Euclid Avenue, 2nd Floor 150 Israel Road, Southwest
Pierre, South Dakota 57501 Tumwater, Washington 98501
(605) 773-3563 (360) 902-8760
VIRGINIA WISCONSIN
Clerk of the State Corporation Commission Division of Securities

1300 East Main Street, 1st Floor 4822 Madison Yards Way, North Tower
Richmond, Virginia 23219 Madison, Wisconsin 53705
(804) 371-9733 (608) 266-2139
There may be states in addition to those listed above in which Marriott International, Inc. has
appointed an agent for service of process.
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EXHIBIT G
STATE REGULATORY AUTHORITIES

STATE REGULATORY AUTHORITIES
We intend to register this disclosure document as a “franchise” in some or all of the following states,
if required by the applicable state laws. If and when we pursue franchise registration (or otherwise comply
with the franchise investment laws) in these states, the following are the state administrators responsible for
the review, registration, and oversight of franchises in these states:
CALIFORNIA MICHIGAN
Commissioner of Financial Protection and Michigan Attorney General’s Office

Innovation Corporate Oversight Division, Franchise Section
Department of Financial Protection and Innovation 525 West Ottawa Street
320 West Fourth Street, Suite 750 G. Mennen Williams Building, 1st Floor
Los Angeles, California 90013-2344 Lansing, Michigan 48913
(213) 576-7500 (517) 335-7567
Toll Free: (866) 275-2677
MINNESOTA
HAWAII
Minnesota Department of Commerce
Commissioner of Securities 85 7th Place East, Suite 280
Department of Commerce & Consumer Affairs St. Paul, Minnesota 55101
Business Registration Division (651) 539-1600
Securities Compliance Branch
335 Merchant Street, Room 203 NEW YORK
Honolulu, Hawaii 96813
(808) 586-2722 NYS Department of Law
Investor Protection Bureau
ILLINOIS 28 Liberty St. 21st FL
New York, New York 10005
Illinois Office of the Attorney General (212) 416-8222
Franchise Bureau
500 South Second Street NORTH DAKOTA
Springfield, Illinois 62706
(217) 782-4465 North Dakota Securities Department
State Capitol
INDIANA Department 414
600 East Boulevard Avenue, Fourteenth Floor
Secretary of State Bismarck, North Dakota 58505-0510
Franchise Section (701) 328-4712
302 West Washington, Room E-111
Indianapolis, Indiana 46204 RHODE ISLAND
(317) 232-6681
Department of Business Regulation
MARYLAND Securities Division, Building 69, First Floor
John O. Pastore Center
Office of the Attorney General 1511 Pontiac Avenue
Securities Division Cranston, Rhode Island 02920
200 St. Paul Place (401) 462-9527
Baltimore, Maryland 21202-2020
(410) 576-6360
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SOUTH DAKOTA
Division of Insurance
Securities Regulation
124 South Euclid Avenue, 2nd 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, Virginia 23219
(804) 371-9051
WASHINGTON
Department of Financial Institutions

Securities Division – 3rd Floor
150 Israel Road, Southwest
Tumwater, Washington 98501
(360) 902-8760
WISCONSIN
Division of Securities
4822 Madison Yards Way, North Tower
Madison, Wisconsin 53705
(608) 266-2139
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EXHIBIT H
SYSTEM AGREEMENTS
AT&T MA Reference No.124537
Participation Agreement No. ______
Attachment No. ______
EXHIBIT A to MASTER AGREEMENT
FRANCHISEE PARTICIPATION AGREEMENT
WHEREAS, AT&T Corp. (“AT&T”) and Marriott International, Inc.  AT&T Digital Link
. (“Customer”) are parties to that certain dated May 12, 2006,  AT&T Managed Internet Service Pricing Schedule
Master Agreement Ref. No. 124537 (the “Master Agreement”),  AT&T Prime Services
and certain Pricing Schedules (collectively, the “Customer  Other Services listed in the Customer Master
Agreement”); Agreement which may be subsequently authorized by
Customer and AT&T to be purchased under this
WHEREAS, Franchisee Name/Participant (“Participant”) wishes Participation Agreement. Participant agrees that the
to purchase certain AT&T services under the same terms and terms and conditions of this Participation Agreement
conditions as Customer. apply to all such subsequently listed Services that it
orders under this Participation Agreement.
AT&T and Customer and Participant hereby agree as follows:
Participant must provide AT&T with accurate and timely
1. Participant may purchase certain Services pursuant to this information as AT&T reasonably requires in order to provision,
Franchisee Participation Agreement (“Participation move, add or change Services (and specifically including, in the
Agreement”). Capitalized terms used but not defined in this case of long distance Services, a list of line numbers to be added
Participation Agreement shall have the same meaning as in the to the AT&T Services for purposes of receiving the applicable
Customer Agreement. “Franchisee” is defined in the Master discounts when AT&T is selected as the Primary Interexchange
Agreement as companies that operate or own properties under Carrier (PIC)).
a franchise or license agreement with Marriott International or a
Marriott Affiliate. 5. (a) The Customer Agreement and the Pricing Schedules
described in Section 4 are incorporated herein by reference.
2. Eligibility. Participant hereby represents and warrants that, Participant shall be bound by the terms and conditions of the
as of the Effective Date, it is a Franchisee of Customer. If at any Customer Agreement and by all current or future amendments
time Participant ceases to be a Franchisee of Customer, thereto, all of which are incorporated herein by reference, as they
Customer shall notify AT&T. Within thirty (30) calendar days relate to Participant’s purchase of Services under this
after Customer notifies AT&T that the Participant ceases to be a Participation Agreement without the necessity of further action
Franchisee of Customer or AT&T notifies Customer that a or notice by AT&T. Participant hereby consents to and waives
Participant has failed to abide by its obligations under a notice of any such amendments (including, without limitation,
Participation Agreement, AT&T will notify Participant that the any amendments extending the term of the Customer
Participant is no longer eligible to continue to receive Services Agreement, or adding, deleting, or modifying and Pricing
under this Participant Agreement. Participant will migrate to Schedule.) The Customer Agreement has been pre-negotiated
another Agreement or AT&T will terminate Services pursuant to by and between AT&T and Customer, and only Customer may
Section 16 within (6) six months. AT&T shall have the right, prior enter into amendments or modifications to the Customer
to accepting an order from Participant, to confirm Participant’s Agreement.
creditworthiness.
(b) Confidentiality. Customer and AT&T may disclose the
3. Eligibility Requirements. Participant must meet the applicable pricing solely for Services described in Section 4 of
following eligibility requirements at all times during this this Participation Agreement to Participant for the sole purpose
Participation Agreement: of permitting Participant to evaluate whether it wishes to enter
(a) Eligibility for AT&T Service shall only be extended to the into a Participation Agreement under this Agreement. The
properties owned or operated by Franchisee that are covered by parties agree that this Participation Agreement and its subject
a franchise agreement with Marriott or Marriott’s Affiliates (a matter, including without limitation, the pricing and all information
“Marriott Franchise Agreement”) set forth herein, is confidential to AT&T, Marriott, and Participant.
Participant shall not disclose such information to any third party,
and shall not use such information for any purpose other than
4. Participant may purchase the following Services under the pursuant to this Agreement. In addition, as between Marriott and
relevant terms of the Customer Agreement as of the Effective Participant, such information shall be deemed to be Marriott’s
Date of this Participation Agreement: Confidential Information covered by the confidentiality
obligations contained in the Marriott Franchisee Agreement.
 AT&T Virtual Telecommunications Network Services
(“VTNS”) Pricing Schedule 6. Participant may request a copy of the relevant portions of
 AT&T VPN Service Pricing Schedule Customer Agreement directly from Marriott. AT&T shall have
 AT&T Network-Based IP VPN Remote Access Service no obligation to provide Participant a copy of the Customer
(ANIRA) Agreement including any Pricing Schedule.
 AT&T IP Flexible Reach and AT&T IP Toll-Free
ATTUID: aa2184
AT&T and Customer Confidential Information
Page 1 of 3
PARTICIPATION AGREEMENT
7. Assignment. This Participation Agreement may not be within thirty (30) days after the date of the invoice and must refer
assigned by Participant or Customer. Any such assignment to the invoice numbers. Charges will be quoted and invoices
shall be null and void. shall be paid in the currency specified in the invoice. Restrictive
endorsements or other statements on checks accepted by AT&T
8. Notices. Notices relating to Participant’s performance of its will not apply. Participant shall reimburse AT&T for all
obligations under this Participation Agreement shall be delivered reasonable third party costs including outside counsel attorney
pursuant to the terms of the Customer Agreement to Participant fees associated with collecting delinquent or dishonored
at the following address: payments, provided that AT&T gives prior notice that such
______________________________ delinquent invoices will be subject to collection activity unless
______________________________ paid. Where payments for undisputed charges are overdue,
______________________________ AT&T may assess interest charges at the lower of 1.5% per
______________________________ month (18% per annum), or the maximum rate allowed by law.”
9. Franchisee Single Point of Contact. Participant will identify 15. If Participant and Customer, or any collection of
below a single point of contact for all its locations subject to this Participants or Customer and Participants, bring separate
Participation Agreement: actions against AT&T for claims related to the same events,
________________________ Customer and such Participant(s) shall cause such actions to be
_________________________ heard in a single proceeding.
_________________________
10. Term. The Term of this Participation Agreement will 16. AT&T has and may exercise all rights with respect to each
commence on the Effective Date of this Participation Agreement Participant as AT&T has and may exercise with respect to
and shall continue in effect so long as AT&T provides Services Customer, including without limitation, the right to suspend or
under to Participant under this Participation Agreement. This terminate Service for breach. In addition, if Participant fails to
Participation Agreement will automatically terminate upon the abide by its obligations under this Participation Agreement or
expiration or termination of the Master Agreement for any ceases to be a Franchisee of Customer as provided for in
reason. If the Participant wishes to continue to receive Services Section 2, AT&T may notify Customer in writing that Participant
from AT&T, the Participant must negotiate a separate is no longer an eligible Participant (the “Notice”). With regard to
Agreement with AT&T for such Services. Upon expiration or the Services provided to the former Participant up to the date of
termination of the Master Agreement, no new Franchisee the Notice, the former Participant shall remain the responsible
Participation Agreements may be executed by the Parties. By party and AT&T retains its rights to suspend Services or Service
signing this Participation Agreement, PARTICIPANT WAIVES Components for any breaches that took place prior to the date
ANY RIGHT TO RECEIVE NOTICE PRIOR TO THE of Notice. Following the date of Notice, if the former Participant
OCCURRENCE OF ANY AUTOMATIC RENEWAL OF THE has not negotiated a new Agreement with AT&T covering the
CUSTOMER AGREEMENT OR APPLICABLE PRICING Services that the former Participant had been purchasing, AT&T
SCHEDULES. will terminate the Services or Service Components in use by
former Participant effective as of the date of Notice
11. Customer shall not be responsible for Participant’s
performance under this Participation Agreement. 17. .ENTIRE AGREEMENT. THIS PARTICIPATION
AGREEMENT AND THE CUSTOMER AGREEMENT
12. Disclosure. AT&T may disclose Participant’s Information to CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE
Customer. Such disclosures may include Participant’s name, PARTIES WITH REGARDS TO THE SERVICES PROVIDED
Services purchased, monthly or annual usage, total billings and HEREUNDER. THIS AGREEMENT SUPERSEDES ALL
payment status. This Participation Agreement shall be deemed PRIOR AGREEMENTS, PROPOSALS, REPRESENTATIONS,
AT&T, Customer and Participant’s Information pursuant to the STATEMENTS OR UNDERSTANDINGS, WHETHER
terms of the Customer Agreement. WRITTEN OR ORAL CONCERNING THE SERVICES. THIS
AGREEMENT SHALL NOT BE MODIFIED OR
13. For purposes of this Participation Agreement, Article 15 of SUPPLEMENTED BY ANY WRITTEN OR ORAL
the Master Agreement does not apply to Participants. STATEMENTS, PROPOSALS, REPRESENTATIONS,
ADVERTISEMENTS, SERVICE DESCRIPTIONS OR YOUR
14. Section 2.4 Payment of the Master Agreement is modified PURCHASE ORDER FORMS NOT EXPRESSLY SET FORTH
for purposes of the Participants as follows, “Payment is due IN THIS AGREEMENT.
IN WITNESS WHEREOF, AT&T, Customer and Participant have caused this Participation Agreement to be executed by their
duly authorized representatives as of the date written below. This Participation Agreement is effective on the date of the last
party’s signature hereon.
Franchisee Name/Participant AT&T Corp.
By:__________________________ By:___________________________
(by its authorized representative) (by its authorized representative)
_____________________________ ______________________________
(Typed or Printed Name) (Typed or Printed Name)
_____________________________ ______________________________
(Title) (Title)
ATTUID: aa2184
AT&T and Customer Confidential Information
Page 2 of 3
PARTICIPATION AGREEMENT
_____________________________ ______________________________
(Date) (Date)
By:__________________________
(by its authorized representative)
_____________________________
(Typed or Printed Name)
______________________________
(Title)
______________________________
(Date)
Page 3 of 3
ELECTRONIC FUNDS TRANSFER AUTHORIZATION FORM
This form authorizes Marriott International, Inc. and its Affiliates to use the banking information
provided below in accordance with the terms of the Franchise Agreement related to the property
identified below (the “Franchise Agreement”).
Customer Information
Property Name:
Marriott Operating Unit (OU):
Marriott MARSHA Code (if known):
Management Company:
Street Address:
Line 2, or PO Box:
City, State:
Zip Code:
Bank Information
Bank Name:
Bank Routing # (bank may provide specific number for ACH):
Bank Account #:
Name on Account:
Bank Address:
Line 2, or PO Box:
Bank City, State:
Bank Zip Code:
Enrollment Options :
Invoices to pay each month:
Email Address to Receive Payment Advice (Remittance):

Combine payments across customers into one withdrawal from the bank account
noted (available only when bank information and email address match):
If yes, please list the additional customers:
Name of authorized individual completing this form:
Title:
Phone Number:
My bank has been notified that Marriott International is authorized to debit our
account:
Date (MM/DD/YYYY):

I hereby authorize Franchisor and its Affiliates to debit the checking/savings account identified above in order to
pay the selected invoices in accordance with the terms of the Franchise Agreement and any applicable Marriott
Agreement, and if necessary, to initiate adjustments for any transactions debited in error. These debits are related
to the operation of the Hotel and the amount of each debit will vary from month to month. This authorization will
remain in full force and effect until termination or expiration of the Franchise Agreement or until Franchisor has
received written notification of an alternate means of payment acceptable to Franchisor. All capitalized terms not
defined in this Electronic Funds Transfer Authorization Form have the meaning stated in the Franchise Agreement.
Authorized Individual’s Signature: ________________________________________
EXHIBIT I
LODGING LAWS AND REGULATIONS

LAWS AND REGULATIONS SPECIFIC TO THE LODGING INDUSTRY
1. The state in which you operate may have a regulation prohibiting the overbooking of
rooms.
2. Many states have statutes that may limit the amount of money a guest or visitor to a hotel
may recover from a hotel for loss of personal property. You must fully comply with the terms of any of
those statutes, including the provision of a safe or safe deposit boxes for safekeeping of valuables, to benefit
from their protection.
3. State or local statutes may impose certain requirements upon the operator of a hotel when
a guest dies in that hotel.
4. The food service operations at your hotel will be regulated by federal, state, and local laws
and regulations about health and sanitary conditions when handling foods and beverages. State and local
health statutes, regulations, and federal and state Occupational Safety and Health Administration (“OSHA”)
laws cover cleanliness of utensils and in the preparation and serving of food and beverages. Additionally,
state and local health regulations ordinarily include provisions specifically about restaurant and other food
service establishments as to sanitation, food storage, cleaning, water supply, sewage, vermin control, toxic
materials, personnel, equipment, and maintenance of physical facilities.
5. Some states have adopted truth-in-menu statutes or regulations.
6. Sales of alcoholic beverages are controlled by statutes, rules, and regulations of state,
county, or local liquor authorities. State Dram Shop Acts address the liability of servers of alcoholic
beverages for injuries caused to third persons by any intoxicated person due to the unlawful selling of
alcohol that caused or contributed to the intoxication.
7. State and local laws may require hotels to maintain guest registers. The laws ordinarily
require the registers to show guests’ names, residences, and dates of arrival and departure. In a few
jurisdictions, the registers are required to display the automobile license plate identifications of guests. The
registers may have to be retained by the hotel for a specified period of years. A few jurisdictions permit
inspections by police or other specified authorities without first obtaining a subpoena or search warrant.
8. States may have laws regarding cleanliness and sizing standards for bedding, sheets, and
towels.
9. Your state or local jurisdiction may have statutes or ordinances regarding water safety and
swimming pools, aid to choking victims, providing Automated External Defibrillators (“AEDs”), reporting
cases of communicable diseases, operating fitness centers, or providing massage therapy or child care
services. In addition, the federal law known as Virginia Graeme Baker Pool and Spa Safety Act (“VGBA”)
applies to swimming pools and whirlpools.
10. Most states and cities require a hotel operator to obtain a license to operate the hotel, a
license to sell alcoholic beverages, a license to prepare and sell food, a certificate of occupancy, and a
permit for meeting rooms.
11. If your hotel plays live music, or music by means of tape recording or other similar devices,
or by rebroadcasting radio music, then you generally have to enter into a license agreement with a copyright
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association, like ASCAP, BMI or SESAC. Otherwise, the hotel may be liable for infringement of copyright.
12. Hotels generally are subject to many federal, state, and local statutes and regulations about
fire safety. These requirements can be found in building codes, multiple dwelling laws, public assembly
laws, labor laws, sanitation laws, general business laws, and occupational safety and health laws.
13. Many jurisdictions have hotel room occupancy taxes or other taxes that apply to hotels
only.
14. Federal law requires a hotel that has a bar and sells alcoholic beverages to file a special
occupational tax registration as a retail dealer in liquors. Your state may impose excise taxes and license
fees on the sale of alcoholic beverages.
15. Many states have laws or regulations regarding the disclosure of room rates by posting the
rates inside the hotel (for example, on the interior side of the guestroom door) and in advertising.
16. The Americans with Disabilities Act (“ADA”) and state and local laws concerning full and
equal enjoyment of goods, services, facilities and accommodations for persons with disabilities contain
many provisions that specifically address hotels and restaurants and other places of public accommodation.
Among other things, the ADA requires you to install lifts for your swimming pools and whirlpools and
provide certain information to us regarding your hotel’s accessibility and amenities.
17. State common law may impose additional duties on you (such as a duty to receive guests,
a duty to use reasonable care to protect the safety of guests or others, and a duty to protect the property of
guests or others).
18. Hotels generally are subject to federal and state statutes, regulations and rules relating to
data security and data privacy, and data breach notification. The scope and requirements of these laws,
regulations, and rules will vary by jurisdiction.
19. Hotels may be subject to state and local laws relating to physical security measures. The
scope and requirements of these laws, regulations, and rules will vary by jurisdiction and may include
implementation of security plans for your hotel with certain elements, such as associate alert devices.
20. Hotels generally are subject to state and local health statutes, regulations, and federal and
state OSHA laws that apply broadly to workplace activities and conditions. Additionally, state and local
jurisdictions may impose additional regulations or standards relating to specific aspects of hotel operations,
such as setting restrictions on the number of room cleanings per associate.
This listing is intended to give you a sense of the scope of the types of laws, ordinances, and
regulations that will or may apply to the operation of your hotel. You should seek the advice of legal
counsel to determine the details of the regulations and whether and to what extent they and other regulations
will apply to your hotel. In addition, the American Hotel & Lodging Institute publishes Understanding
Hospitality Law (Fifth Edition, 2010) by Jack P. Jefferies and Banks Brown, a legal reference book for
hotel operators.
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EXHIBIT J
Table of Contents
Item 8. Financial Statements and Supplementary Data.
The following financial information is included on the pages indicated:

Page
Management’s Report on Internal Control Over Financial Reporting 31
Report of Independent Registered Public Accounting Firm 32
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42) 33
Consolidated Statements of Income (Loss) 36
Consolidated Statements of Comprehensive Income (Loss) 37
Consolidated Balance Sheets 38
Consolidated Statements of Cash Flows 39
Consolidated Statements of Stockholders’ Equity 40
Notes to Consolidated Financial Statements 41
Basis of Presentation 41
Summary of Significant Accounting Policies 41
Acquisition 48
Earnings Per Share 49
Stock-Based Compensation 49
Income Taxes 50
Commitments and Contingencies 52
Leases 54
Long-Term Debt 56
Intangible Assets and Goodwill 57
Property and Equipment 58
Fair Value of Financial Instruments 58
Accumulated Other Comprehensive Loss 59
Business Segments 59
Related Party Transactions 60
30
Table of Contents
MANAGEMENT’S REPORT ON
INTERNAL CONTROL OVER FINANCIAL REPORTING
Management of Marriott International, Inc. (the “Company”) is responsible for establishing and maintaining adequate internal control over financial
reporting and for assessing the effectiveness of internal control over financial reporting. The Company has designed its internal control over financial
reporting to provide reasonable assurance on the reliability of financial reporting and the preparation of the consolidated financial statements in accordance
with U.S. generally accepted accounting principles.
The Company’s internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the Company’s transactions and dispositions of the Company’s assets; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of the consolidated financial statements in accordance with U.S. generally accepted accounting
principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Company’s management and
directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s
assets that could have a material effect on the consolidated financial statements.
Because of inherent limitations in internal control over financial reporting, such controls may not prevent or detect misstatements. Also, projections
of any evaluation of the effectiveness of internal controls to future periods are subject to the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In connection with the preparation of the Company’s annual consolidated financial statements, management assessed the effectiveness of the
Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in the Internal Control-Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the “COSO criteria”).
Based on this assessment, management has concluded that, applying the COSO criteria, as of December 31, 2022, the Company’s internal control
over financial reporting was effective to provide reasonable assurance of the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with U.S. generally accepted accounting principles.
Ernst & Young LLP, the independent registered public accounting firm that audited the Company’s consolidated financial statements included in this
report, has issued an attestation report on the effectiveness of the Company’s internal control over financial reporting, a copy of which appears on the
following page.
31
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors of Marriott International, Inc.
Opinion on Internal Control over Financial Reporting
We have audited Marriott International, Inc.’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal
Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the COSO
criteria). In our opinion, Marriott International, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as
of December 31, 2022, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated
balance sheets of the Company as of December 31, 2022 and 2021, and the related consolidated statements of income (loss), comprehensive income (loss),
stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2022, and the related notes, and our report dated February
14, 2023 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of
internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our
responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm
registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered
necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control
over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial
statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP
Tysons, Virginia
February 14, 2023
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors of Marriott International, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Marriott International, Inc. (the Company) as of December 31, 2022 and 2021, the
related consolidated statements of income (loss), comprehensive income (loss), stockholders’ equity and cash flows for each of the three years in the period
ended December 31, 2022, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated
financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2022 and 2021, and the results of its
operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with U.S. generally accepted accounting
principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s
internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control-Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) and our report dated February 14, 2023 expressed an unqualified
opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements
based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing
procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to
those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits
also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the
financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or
required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2)
involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion
on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions
on the critical audit matters or on the accounts or disclosures to which they relate.
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Accounting for the Loyalty Program

Description of the Matter During 2022 the Company recognized $2,692 million of revenues previously deferred as of December 31, 2021,
and had deferred revenue of $6,594 million as of December 31, 2022 associated with the Marriott Bonvoy guest
loyalty program (the “Loyalty Program”). As discussed in Note 2 to the financial statements, the Company
recognizes revenue for performance obligations relating to Loyalty Program points and free night certificates as
they are redeemed and the related performance obligations are satisfied. The Company recognizes a portion of
revenue for the Licensed IP performance obligation under the sales-based royalty criteria, with the remaining
portion recognized on a straight-line basis over the contract term. Revenue is recognized utilizing complex
models based upon the estimated standalone selling price per point and per free night certificate, which includes
judgment in making the estimates of variable consideration and breakage of points.
Auditing Loyalty Program results is complex due to: (1) the complexity of models and high volume of data used
to monitor and account for Loyalty Program results, (2) the complexity in accounting for the amendments to the
Company’s domestic co-branded credit card agreements, as well as the judgment in estimating the relative
standalone selling price of the related performance obligations, and (3) the complexity and judgment of
estimating the standalone selling price per Loyalty Program point, including both the estimate of variable
consideration under the Company’s co-branded credit card agreements which has significant estimation
uncertainty associated with projecting future cardholder spending and redemption activity, and the estimated
breakage of Loyalty Program points which requires the use of specialists.
How We Addressed the Matter We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the
in Our Audit Company’s process of accounting for the Loyalty Program. For example, we tested controls over the accounting
methods and model used in reporting results of the Loyalty Program, management’s review of the assumptions
and data inputs utilized in estimating the standalone selling price per Loyalty Program point, as well as the
development of the estimated breakage.
To test the recognition of revenues and costs associated with the Loyalty Program, we performed audit
procedures that included, among others, testing the clerical accuracy and consistency with US GAAP of the
accounting model developed by the Company to recognize revenue and costs associated with the Loyalty
Program, and testing significant inputs into the accounting model, including the estimated standalone selling
price and recognition of points earned and redeemed during the period. We involved our valuation specialists to
assist in our testing procedures with respect to the estimate of relative standalone selling price of the
performance obligations associated with the amendments to the domestic co-branded credit card agreements.
We involved our actuarial professionals to assist in our testing procedures with respect to the estimate of the
breakage of Loyalty Program points. We evaluated management’s methodology for estimating the breakage of
Loyalty Program points, and we tested underlying data and actuarial assumptions used in estimating the
breakage. We evaluated the reasonableness of management’s assumptions, including projections of cash flows,
used to estimate variable consideration under the Company’s co-branded credit cards.
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Accounting for General and Administrative Expenses and Reimbursed Expenses

Description of the Matter During 2022 the Company recognized $891 million of general and administrative expenses and $15,141 million
of reimbursed expenses. As discussed in Note 2 to the financial statements, the Company incurs certain
expenses that are for the benefit of, and reimbursable from, hotel owners and franchisees. Such amounts are
recorded in the period in which the expense is incurred and include judgment with respect to the allocation of
certain costs between general and administrative expenses, which are non-reimbursable, and reimbursed
expenses.
Auditing the classification of general and administrative expenses and reimbursed expenses is complex due to:
(1) judgment associated with testing management’s conclusions regarding the allocation of costs between
reimbursable and non-reimbursable expenses, (2) the complexity associated with allocating above-property
expenses to hotel owners and franchisees due to the high volume of data used to monitor and account for
reimbursed expenses and (3) incentives within management’s compensation structure designed to achieve
certain financial targets that exclude the impact of reimbursed expenses.
How We Addressed the Matter We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the
in Our Audit Company’s process of accounting for reimbursed expenses, general and administrative expenses, and the
process for allocating expenses. For example, we tested management’s controls over the review of the allocation
of certain costs to determine if they were reasonably classified.
To test the recognition of reimbursed expenses for appropriate classification, we performed audit procedures that
included, among others, (1) testing a sample of transactions that were classified within reimbursed expenses in
order to evaluate the appropriate accounting treatment and financial statement classification pursuant to the
terms of the management and franchise agreements, (2) performed analytical procedures over total reimbursed
expenses and general and administrative expenses in order to identify any trends or indicators of material errors
in the classification of expenses, (3) tested manual journal entries made to reimbursed expenses and general and
administrative expenses and (4) evaluated the methodology of cost allocations, including any material changes
to allocations during the period.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2002.
Tysons, Virginia
February 14, 2023
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CONSOLIDATED STATEMENTS OF INCOME (LOSS)
Fiscal Years 2022, 2021, and 2020
($ in millions, except per share amounts)
2022 2021 2020
REVENUES
Base management fees $ 1,044 $ 669 $ 443
Franchise fees 2,505 1,790 1,153
Incentive management fees 529 235 87
Gross fee revenues 4,078 2,694 1,683
Contract investment amortization (89) (75) (132)
Net fee revenues 3,989 2,619 1,551
Owned, leased, and other revenue 1,367 796 568
Cost reimbursement revenue (1) 15,417 10,442 8,452
20,773 13,857 10,571
OPERATING COSTS AND EXPENSES
Owned, leased, and other-direct 1,074 734 677
Depreciation, amortization, and other 193 220 346
General, administrative, and other 891 823 762
Restructuring, merger-related charges, and other 12 8 267
Reimbursed expenses (1) 15,141 10,322 8,435
17,311 12,107 10,487
OPERATING INCOME 3,462 1,750 84
Gains and other income, net 11 10 9
Loss on extinguishment of debt — (164) —
Interest expense (403) (420) (445)
Interest income 26 28 27
Equity in earnings (losses) (1) 18 (24) (141)
INCOME (LOSS) BEFORE INCOME TAXES 3,114 1,180 (466)
(Provision) benefit for income taxes (756) (81) 199
NET INCOME (LOSS) $ 2,358 $ 1,099 $ (267)
EARNINGS (LOSS) PER SHARE
Earnings (loss) per share – basic $ 7.27 $ 3.36 $ (0.82)
Earnings (loss) per share – diluted $ 7.24 $ 3.34 $ (0.82)
(1)
See Note 15 for disclosure of related party amounts.
See Notes to Consolidated Financial Statements.
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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
($ in millions)
2022 2021 2020
Net income (loss) $ 2,358 $ 1,099 $ (267)
Other comprehensive income (loss)
Foreign currency translation adjustments (389) (212) 229
Other adjustments, net of tax 2 5 (3)
Total other comprehensive income (loss), net of tax (387) (207) 226
Comprehensive income (loss) $ 1,971 $ 892 $ (41)
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CONSOLIDATED BALANCE SHEETS
Fiscal Years-Ended 2022 and 2021
($ in millions)
December 31, December 31,
2022
2021
ASSETS
Current assets
Cash and equivalents $ 507 $ 1,393
Accounts and notes receivable, net 2,571 1,982
Prepaid expenses and other 235 251
3,313 3,626
Property and equipment, net 1,585 1,503
Intangible assets
Brands 5,812 5,979
Contract acquisition costs and other 2,935 2,947
Goodwill 8,872 9,073
17,619 17,999
Equity method investments 335 387
Notes receivable, net 152 144
Deferred tax assets 240 228
Operating lease assets 987 1,062
Other noncurrent assets 584 604
$ 24,815 $ 25,553
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Current portion of long-term debt $ 684 $ 805
Accounts payable 746 726
Accrued payroll and benefits 1,299 1,187
Liability for guest loyalty program 3,314 2,522
Accrued expenses and other 1,296 1,167
7,339 6,407
Long-term debt 9,380 9,333
Liability for guest loyalty program 3,280 3,949
Deferred tax liabilities 313 169
Deferred revenue 1,059 1,181
Operating lease liabilities 1,034 1,098
Other noncurrent liabilities 1,842 2,002
Stockholders’ equity
Class A Common Stock 5 5
Additional paid-in-capital 5,965 5,892
Retained earnings 12,342 10,305
Treasury stock, at cost (17,015) (14,446)
Accumulated other comprehensive loss (729) (342)
568 1,414
$ 24,815 $ 25,553
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CONSOLIDATED STATEMENTS OF CASH FLOWS
($ in millions)
2022 2021 2020
OPERATING ACTIVITIES
Net income (loss) $ 2,358 $ 1,099 $ (267)
Adjustments to reconcile to cash provided by operating activities:
Depreciation, amortization, and other 282 295 478
Stock-based compensation 192 182 201
Income taxes 280 (281) (478)
Liability for guest loyalty program (119) (28) 535
Contract acquisition costs (149) (210) (142)
Restructuring, merger-related charges, and other (8) (10) 200
Working capital changes (542) 110 (28)
Loss on extinguishment of debt — 164 —
Deferred revenue changes and other 69 (144) 1,140
Net cash provided by operating activities 2,363 1,177 1,639
INVESTING ACTIVITIES
Capital and technology expenditures (332) (183) (135)
Dispositions 1 12 260
Loan advances (11) (13) (41)
Loan collections 14 40 8
Other 31 (43) (57)
Net cash (used in) provided by investing activities (297) (187) 35
FINANCING ACTIVITIES
Commercial paper/Credit Facility, net (182) 150 (2,290)
Issuance of long-term debt 983 1,793 3,561
Repayment of long-term debt (804) (2,174) (1,887)
Issuance of Class A Common Stock — 2 —
Debt extinguishment costs — (155) —
Dividends paid (321) — (156)
Purchase of treasury stock (2,566) — (150)
Stock-based compensation withholding taxes (89) (90) (103)
Other 17 11 (8)
Net cash used in financing activities (2,962) (463) (1,033)
(DECREASE) INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH (896) 527 641
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period (1) 1,421 894 253
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period (1) $ 525 $ 1,421 $ 894
(1)
The 2022 amounts include beginning restricted cash of $28 million at December 31, 2021 and ending restricted cash of $18 million at December 31, 2022, which we present in the
“Prepaid expenses and other” and “Other noncurrent assets” captions of our Balance Sheets.
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CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in millions, except per share amounts)
Accumulated
Common Class A Additional Treasury Other
Shares
Common
Paid-in-
Retained Stock, at

Comprehensive

Outstanding Total Stock

Capital
Earnings
Cost
Loss
324.0 Balance at December 31, 2019 $ 703 $ 5 $ 5,800 $ 9,644 $ (14,385) $ (361)
— Adoption of ASU 2016-13 (15) — — (15) — —
— Net loss (267) — — (267) — —
— Other comprehensive income 226 — — — — 226
— Dividends ($0.48 per share) (156) — — (156) — —
1.4 Stock-based compensation plans 89 — 51 — 38 —
(1.0) Purchase of treasury stock (150) — — — (150) —
324.4 Balance at December 31, 2020 430 5 5,851 9,206 (14,497) (135)
— Net income 1,099 — — 1,099 — —
— Other comprehensive loss (207) — — — — (207)
326.3 Balance at December 31, 2021 1,414 5 5,892 10,305 (14,446) (342)
— Net income 2,358 — — 2,358 — —
— Other comprehensive loss (387) — — — — (387)
— Dividends ($1.00 per share) (321) — — (321) — —
(16.8) Purchase of treasury stock (2,600) — — — (2,600) —
310.6 (1) Balance at December 31, 2022 $ 568 $ 5 $ 5,965 $ 12,342 $ (17,015) $ (729)
(1) Our restated certificate of incorporation authorizes 800 million shares of our common stock, with a par value of $0.01 per share and 10 million shares of preferred stock, without par
value. At year-end 2022, we had 310.6 million of these authorized shares of our common stock and no preferred stock outstanding.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. BASIS OF PRESENTATION
The consolidated financial statements present the results of operations, financial position, and cash flows of Marriott International, Inc. and
subsidiaries (referred to in this report as “we,” “us,” “Marriott,” or the “Company”). In order to make this report easier to read, we also refer throughout to
(1) our Consolidated Financial Statements as our “Financial Statements,” (2) our Consolidated Statements of Income (Loss) as our “Income Statements,”
(3) our Consolidated Balance Sheets as our “Balance Sheets,” (4) our Consolidated Statements of Cash Flows as our “Statements of Cash Flows,” (5) our
properties, brands, or markets in the United States and Canada as “U.S. & Canada,” and (6) our properties, brands, or markets in our Caribbean and Latin
America, Europe, Middle East and Africa, Greater China, and Asia Pacific excluding China regions, as “International.” In addition, references throughout
to numbered “Notes” refer to these Notes to Consolidated Financial Statements, unless otherwise stated.
Preparation of financial statements that conform with U.S. generally accepted accounting principles (“GAAP”) requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements, the reported amounts of
revenues and expenses during the reporting periods, and the disclosures of contingent liabilities. Accordingly, ultimate results could differ from those
estimates.
The accompanying Financial Statements reflect all normal and recurring adjustments necessary to present fairly our financial position at fiscal year-
end 2022 and fiscal year-end 2021 and the results of our operations and cash flows for fiscal years 2022, 2021, and 2020. We have eliminated all material
intercompany transactions and balances between entities consolidated in these Financial Statements.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Revenue Recognition
Base Management and Incentive Management Fees: For our managed hotels, we have performance obligations to provide hotel management services
and a license to our intellectual property for the use of our brand names. As compensation for such services, we are generally entitled to receive base fees,
which are a percentage of the revenues of hotels, and incentive management fees, which are generally based on a measure of hotel profitability. Both the
base and incentive management fees are variable consideration, as the transaction price is based on a percentage of revenue or profit, as defined in each
contract. We recognize base management fees on a monthly basis over the term of the agreement as those amounts become payable. We recognize incentive
management fees on a monthly basis over the term of the agreement based on each property’s financial results, as long as we do not expect a significant
reversal due to projected future hotel performance or cash flows in future periods.
Franchise Fee and Royalty Fee Revenue: For our franchised hotels, we have a performance obligation to provide franchisees and operators a license
to our intellectual property for use of certain of our brand names. As compensation for such services, we are typically entitled to initial application fees and
ongoing royalty fees. Our ongoing royalty fees represent variable consideration, as the transaction price is based on a percentage of certain revenues of the
hotels, as defined in each contract. We recognize royalty fees on a monthly basis over the term of the agreement as those amounts become payable. Initial
application and relicensing fees are fixed consideration payable upon submission of a franchise application or renewal and are recognized on a straight-line
basis over the initial or renewal term of the franchise agreements.
Owned and Leased Hotel Revenue: At our owned and leased hotels, we have performance obligations to provide accommodations and other ancillary
services to hotel guests. As compensation for such goods and services, we are typically entitled to a fixed nightly fee for an agreed upon period and
additional fixed fees for any ancillary services purchased. These fees are generally payable at the time the hotel guest checks out of the hotel. We generally
satisfy the performance obligations over time, and we recognize the revenue from room sales and from other ancillary guest services on a daily basis, as the
rooms are occupied and we have rendered the services.
Cost Reimbursements: Under our management and franchise agreements, we are entitled to be reimbursed for certain costs we incur on behalf of the
managed, franchised, and licensed properties, with no added mark-up. These costs primarily consist of payroll and related expenses at managed properties
where we are the employer of the employees at the properties and include certain operational and administrative costs as provided for in our contracts with
the owners. We are entitled to reimbursement in the period we incur the related reimbursable costs, which we recognize within the “Cost reimbursement
revenue” caption of our Income Statements.
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Under our management and franchise agreements, hotel owners and franchisees participate in certain centralized programs and services, such as
marketing, sales, reservations, and insurance programs. We operate these programs and services for the benefit of our hotel owners. We do not operate
these programs and services to generate a profit over the long term, and accordingly, when we recover the costs that we incur for these programs and
services from our hotel owners, we do not seek a mark-up. The amounts we charge for these programs and services are generally a combination of fixed
fees and variable fees based on sales or other metrics and are payable on a monthly basis. We generally recognize revenue within the “Cost reimbursement
revenue” caption of our Income Statements when the amounts may be billed to hotel owners, and we recognize expenses within the “Reimbursed
expenses” caption as they are incurred. This pattern of recognition results in timing differences between the costs incurred for centralized programs and
services and the related reimbursement from hotel owners in our operating and net income. Over the long term, these programs and services are not
designed to impact our economics, either positively or negatively. In addition, we present in the “Reimbursed expenses” caption of our Income Statements
spending funded by the proceeds ($664 million, $425 million after-tax) from the 2017 sale of our interest in Avendra LLC, which we committed would be
used for the benefit of hotels in our system. Such spending totaled $69 million ($52 million after-tax) in 2022, $56 million ($42 million after-tax) in 2021,
and $62 million ($46 million after-tax) in 2020.
Other Revenue: Includes Global Design fees, which we describe below, termination fees, and other property and brand revenues. We generally
recognize termination fees when collection is probable and other revenue as services are rendered. Amounts received in advance are deferred as liabilities.
We provide certain hotel design and construction review (“Global Design”) services to our managed and franchised hotel owners, generally during the
period prior to a hotel’s opening or during the period a hotel is converting to a Marriott brand (the “pre-opening period”). As compensation for such
services, we may be entitled to receive a one-time fixed fee that is payable during the pre-opening period of the hotel. As these services are not a distinct
performance obligation, we recognize the fees on a straight-line basis over the initial term of the management or franchise agreement within the “Owned,
leased, and other revenue” caption of our Income Statements.
Practical Expedients and Exemptions: We do not disclose the amount of variable consideration that we expect to recognize in future periods in the
following circumstances:
(1) if we recognize the revenue based on the amount invoiced or services performed;
(2) for sales-based or usage-based royalty promised in exchange for a license of intellectual property; or
(3) if the consideration is allocated entirely to a wholly unsatisfied promise to transfer a distinct service that forms part of a single performance
obligation, and the terms of the consideration relate specifically to our efforts to transfer, or to a specific outcome from transferring the service.
We are required to collect certain taxes and fees from customers on behalf of governmental agencies and remit these to the applicable governmental
agencies on a periodic basis. We do not include these taxes in determining the transaction price.
Loyalty Program: Loyalty Program members earn points based on the money they spend at our properties; the exchange of timeshare ownership
interests; purchases of timeshare interval, fractional ownership, and residential products; and through participation in travel experiences and affiliated
partners’ programs, such as those offered by credit card, car rental, airline, and other companies. Members can redeem points for stays at most of our
properties, airline tickets, airline frequent flyer program miles, rental cars, merchandise, and a variety of other awards. Points cannot be redeemed for cash.
Under our Loyalty Program, we have a performance obligation to provide or arrange for the provision of goods or services for free or at a discount to
Loyalty Program members in exchange for the redemption of points earned from past activities. We operate our Loyalty Program as a cross-brand
marketing program to participating properties. Our management and franchise agreements require that properties reimburse us for a portion of the costs of
operating the Loyalty Program, with no added mark-up, including costs related to the following activities, which we expense as incurred in our
“Reimbursed expense” caption: marketing, promotion, communication with, and performing member services for Loyalty Program members. We generally
receive monthly cash contributions from managed, franchised, owned, and leased properties based on a portion of qualified spend by Loyalty Program
members (when the points are earned). We recognize these contributions into revenue as we provide the related service (when the points are redeemed).
The amount of revenue we recognize upon point redemption is based on a blend of historical funding rates and is impacted by our estimate of the
“breakage” for points that members will never redeem. We estimate breakage based on our historical experience and expectations of future member
behavior. We recognize revenue net of the redemption cost within our “Cost reimbursement revenue” caption on our Income Statements, as our
performance obligation is to facilitate the transaction between the Loyalty Program member and the managed or franchised property or program partner.
Our redemption cost, which is generally based on redemption rates that can increase in periods in which occupancy at the property exceeds a certain
threshold, could be higher or lower than our revenue recognized in any given period.
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We have multi-year agreements for our co-branded credit cards associated with our Loyalty Program. Under these agreements, we have performance
obligations to provide a license to the intellectual property associated with our brands and marketing lists (“Licensed IP”) to the financial institutions that
issue the credit cards, to arrange for the redemption of Loyalty Program points as discussed in the preceding paragraph, and to arrange for the redemption
of free night certificates and gift cards provided to cardholders. We receive fees from these agreements, including fixed amounts that are primarily payable
at contract inception, and variable amounts that are paid to us monthly over the term of the agreements, generally based on: (1) the number of free night
certificates issued or redeemed; (2) the number of Loyalty Program points purchased; (3) the volume of cardholder spend; and (4) the number of gift cards
issued. We allocate those fees among the performance obligations, including the Licensed IP, our Loyalty Program points, free night certificates, and gift
cards provided to cardholders based on their estimated standalone selling prices. The estimation of the standalone selling prices requires significant
judgments based upon generally accepted valuation methodologies regarding the value of our Licensed IP, the amount of funding we will receive, and the
number of Loyalty Program points, free night certificates, and gift cards cardholders will ultimately redeem. We base our estimates of these amounts on our
historical experience and expectation of future cardholder behavior. We recognize the portion of the Licensed IP revenue that meets the sales-based royalty
criteria as the credit cards are used and the remaining portion of the Licensed IP revenue on a straight-line basis over the contract term. In our Income
Statements, we primarily recognize Licensed IP revenue in the “Franchise fees” caption, and we recognize a portion in the “Cost reimbursement revenue”
caption. We recognize the revenue related to the Loyalty Program points as discussed in the preceding paragraph. We recognize the revenue related to the
free night certificates and gift cards when the related service is provided. We recognize revenue net of the redemption cost, as our performance obligation is
to facilitate the transaction between the Loyalty Program member and the managed or franchised property.
Contract Balances: We generally receive payments from customers as we satisfy our performance obligations. We record a receivable when we have
an unconditional right to receive payment and only the passage of time is required before payment is due. We record deferred revenue when we receive
payment, or have the unconditional right to receive payment, in advance of the satisfaction of our performance obligations related to franchise application
and relicensing fees, Global Design fees, credit card branding license fees, and our Loyalty Program.
Current and noncurrent deferred revenue decreased by $196 million, to $1,331 million at December 31, 2022, from $1,527 million at December 31,
2021, primarily as a result of $330 million of revenue recognized in 2022 that was deferred as of December 31, 2021, as well as the reclassification from
deferred revenue to the liability for guest loyalty program, which we discuss below. The decrease was partially offset by revenue deferred in 2022 related to
our co-branded credit cards, gift cards, certain centralized programs and services fees, and franchise application and relicensing fees.
Our current and noncurrent liability for guest loyalty program increased by $123 million, to $6,594 million at December 31, 2022, from $6,471
million at December 31, 2021, primarily reflecting an increase in points earned by members. This includes a $241 million reclassification from deferred
revenue to the liability for guest loyalty program as a result of points that were earned during the period by members using our U.S.-issued co-branded
credit cards, which were prepaid by the financial institutions in 2020. The increase was partially offset by $2,692 million of revenue recognized in 2022,
that was deferred as of December 31, 2021. The current portion of our liability for guest loyalty program increased compared to December 31, 2021, due to
higher estimated redemptions in the short-term. At each reporting period, we evaluate the estimates used in the recognition of Loyalty Program revenues,
including estimates of the breakage of points that members will never redeem and the amount of funding we expect to receive over the life of the
agreements with various third parties. In 2022, the updated estimates resulted in a net increase in revenue, and a corresponding reduction in the liability for
guest loyalty program of approximately $106 million.
Costs Incurred to Obtain and Fulfill Contracts with Customers
We incur certain costs to obtain and fulfill contracts with customers, which we capitalize and amortize on a straight-line basis over the initial, non-
cancellable term of the contract. We classify incremental costs of obtaining a contract with a customer in the “Contract acquisition costs and other” caption
of our Balance Sheets, the related amortization in the “Contract investment amortization” caption of our Income Statements, and the cash flow impact in
the “Contract acquisition costs” caption of our Statements of Cash Flows. We assess the assets for impairment when events or changes in circumstances
indicate that we may not be able to recover the carrying amount. We recognize an impairment loss for the amount by which the carrying amount exceeds
the expected net future cash flows. We classify certain direct costs to fulfill a contract with a customer in the “Other noncurrent assets” and “Prepaid
expenses and other” captions of our Balance Sheets, and the related amortization in the “Owned, leased, and other - direct expenses” caption of our Income
Statements. We had capitalized costs to fulfill contracts with customers of $379 million at December 31, 2022 and $368 million at December 31, 2021. See
Note 10 for information on capitalized costs incurred to obtain contracts with customers.
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Real Estate Sales
We recognize a gain or loss on real estate transactions when control of the asset transfers to the buyer, generally at the time the sale closes. In sales
transactions where we retain a management contract, the terms and conditions of the management contract are generally comparable to the terms and
conditions of the management contracts obtained directly with third-party owners in competitive processes.
Retirement Savings Plan
We contribute to tax-qualified retirement plans for the benefit of U.S. employees who meet certain eligibility requirements and choose to participate
in the plans. Participating employees specify the percentage or amount of salary they wish to contribute from their compensation, and the Company
typically makes matching or supplemental contributions. We recognized compensation costs from Company contributions of $137 million in 2022, $80
million in 2021, and $75 million in 2020.
Non-U.S. Operations
The U.S. dollar is the functional currency of our consolidated and unconsolidated entities operating in the U.S. The functional currency of our
consolidated and unconsolidated entities operating outside of the U.S. is generally the principal currency of the economic environment in which the entity
primarily generates and expends cash. We translate the financial statements of consolidated entities whose functional currency is not the U.S. dollar into
U.S. dollars, and we do the same, as needed, for unconsolidated entities whose functional currency is not the U.S. dollar. We translate assets and liabilities
at the exchange rate in effect as of the financial statement date and translate income statement accounts using the weighted average exchange rate for the
period. We include translation adjustments from currency exchange and the effect of exchange rate changes on intercompany transactions of a long-term
investment nature as a separate component of stockholders’ equity. We report gains and losses from currency exchange rate changes for intercompany
receivables and payables that are not of a long-term investment nature, as well as for third-party transactions, currently in operating costs and expenses.
Stock-Based Compensation
Our stock-based compensation awards primarily consist of restricted stock units (“RSUs”). We measure compensation costs for our stock-based
payment transactions at fair value based on the average of the high and low stock price on the grant date (discounted for the lack of marketability and
dividends), and we recognize those costs in our Financial Statements over the vesting period during which the employee provides service in exchange for
the award.
Advertising Costs
We expense costs to produce advertising as they are incurred and to communicate advertising as the communication occurs and record such amounts
in our “Reimbursed expenses” caption to the extent undertaken on behalf of our owners and franchisees. We recognized advertising costs of $635 million in
2022, $470 million in 2021, and $276 million in 2020.
Income Taxes
We record the amounts of taxes payable or refundable for the current year, as well as deferred tax liabilities and assets for the future tax consequences
of events we have recognized in our Financial Statements or tax returns, using judgment in assessing future profitability and the likely future tax
consequences of those events. We base our estimates of deferred tax assets and liabilities on current tax laws, rates and interpretations, and, in certain cases,
business plans and other expectations about future outcomes. We develop our estimates of future profitability based on our historical data and experience,
industry projections, micro and macro general economic condition projections, and our expectations. We account for U.S. tax on Global Intangible Low-
Taxed Income in the period incurred.
We generally recognize the effect of the tax law changes in the period of enactment. Changes in existing tax laws and rates, their related
interpretations, and the uncertainty generated by the current economic environment may affect the amounts of our deferred tax liabilities or the valuations
of our deferred tax assets over time. Our accounting for deferred tax consequences represents management’s best estimate of future events that can be
appropriately reflected in the accounting estimates.
For tax positions we have taken or expect to take in a tax return, we apply a more likely than not threshold (that is, a likelihood of more than 50
percent), under which we must conclude a tax position is more likely than not to be sustained, assuming that the position will be examined by the
appropriate taxing authority that has full knowledge of all relevant information, to continue to recognize the benefit. In determining our provision for
income taxes, we use judgment, reflecting our estimates and assumptions, in applying the more likely than not threshold. We recognize accrued interest and
penalties for our unrecognized tax benefits as a component of tax expense. See Note 6 for further information.
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Cash and Equivalents
We consider all highly liquid investments with an initial maturity of three months or less at date of purchase to be cash equivalents.
Accounts Receivable
Our accounts receivable primarily consist of amounts due from hotel owners with whom we have management and franchise agreements and include
reimbursements of costs we incurred on behalf of managed and franchised properties. We record an allowance for credit losses measured over the
contractual life of the instrument based on an assessment of historical collection activity and current and forecasted future economic conditions by region.
Our allowance for credit losses was $191 million at December 31, 2022 and $187 million at December 31, 2021. The increase during 2022 was primarily
due to our provision for credit losses, partially offset by write-offs of amounts deemed uncollectible. Our provision for credit losses totaled $27 million in
2022, $22 million in 2021, and $136 million in 2020.
Assets Held for Sale
We consider properties to be assets held for sale when (1) management commits to a plan to sell the property; (2) it is unlikely that the disposal plan
will be significantly modified or discontinued; (3) the property is available for immediate sale in its present condition; (4) actions required to complete the
sale of the property have been initiated; (5) sale of the property is probable and we expect the completed sale will occur within one year; and (6) the
property is actively being marketed for sale at a price that is reasonable given our estimate of current market value. Upon designation of a property as an
asset held for sale, we record the property’s value at the lower of its carrying amount or its estimated fair value, less estimated costs to sell, and we cease
depreciation.
Goodwill
We test goodwill for potential impairment at least annually in the fourth quarter, or more frequently if an event or other circumstance indicates that we
may not be able to recover the carrying amount of the net assets of the reporting unit. In evaluating goodwill for impairment, we may assess qualitative
factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Factors we consider when
making this determination include, but are not limited to, assessing general economic conditions, hospitality industry trends, and overall financial
performance of the reporting unit. If we bypass the qualitative assessment, or if we conclude that it is more likely than not that the fair value of a reporting
unit is less than its carrying amount, then we perform a quantitative impairment test by comparing the fair value of a reporting unit with its carrying
amount.
We calculate the estimated fair value of a reporting unit using a combination of the income and market approaches. For the income approach, we use
internally developed discounted cash flow models that include the following assumptions, among others: projections of revenues, expenses, and related
cash flows based on assumed long-term growth rates and demand trends; expected future investments to grow new units; and estimated discount rates. For
the market approach, we use internal analyses based primarily on market comparables. We base these assumptions on our historical data and experience,
third-party appraisals, industry projections, micro and macro general economic condition projections, and our expectations.
We have had no goodwill impairment charges for the last three fiscal years.
Intangibles and Long-Lived Assets
We assess indefinite-lived intangible assets for continued indefinite use and for potential impairment annually, or more frequently if an event or other
circumstance indicates that we may not be able to recover the carrying amount of the asset. Like goodwill, we may first assess qualitative factors to
determine whether it is more likely than not that the fair value of the indefinite-lived intangible is less than its carrying amount. If the carrying amount of
the asset exceeds the fair value, we recognize an impairment loss in the amount of that excess.
We test definite-lived intangibles and long-lived asset groups for recoverability when changes in circumstances indicate that we may not be able to
recover the carrying amount; for example, when there are material adverse changes in projected revenues or expenses, significant underperformance
relative to historical or projected operating results, or significant negative industry or economic trends. We also test recoverability when management has
committed to a plan to sell or otherwise dispose of an asset group and we expect to complete the plan within a year. We evaluate recoverability of an asset
group by comparing its carrying amount, including right-of-use assets, to the future net undiscounted cash flows that we expect the asset group will
generate. If the comparison indicates that we will not be able to recover the carrying amount of an asset group, we recognize an impairment loss for the
amount by which the carrying amount exceeds the estimated fair value. When we recognize an
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impairment loss for assets to be held and used, we depreciate the adjusted carrying amount of those assets over their remaining useful life.
We calculate the estimated fair value of an intangible asset or asset group using the income approach or the market approach. We utilize the same
assumptions and methodology for the income approach that we describe in the “Goodwill” caption. For the market approach, we use internal analyses
based primarily on market comparables and assumptions about market capitalization rates, growth rates, and inflation.
Investments
We hold equity interests in ventures established to develop or acquire and own hotel properties or that otherwise support our hospitality operations.
We account for these investments as either an equity method investment, a financial asset, or a controlled subsidiary. We apply the equity method of
accounting if we have significant influence over the entity, typically when we hold 20 percent or more of the voting common stock (or equivalent) of an
investee but do not have a controlling financial interest. In certain circumstances, such as with investments in limited liability companies or limited
partnerships, we apply the equity method of accounting when we own as little as three to five percent. We account for financial assets at fair value if it is
readily determinable, or using the fair value alternative method, whereby investments are measured at cost less impairment, adjusted for observable price
changes. We consolidate entities that we control.
When we acquire an investment that qualifies for the equity method of accounting, we determine the acquisition date fair value of the identifiable
assets and liabilities. If our carrying amount exceeds our proportional share in the equity of the investee, we amortize the difference on a straight-line basis
over the underlying assets’ estimated useful lives when calculating equity method earnings attributable to us, excluding the difference attributable to land,
which we do not amortize.
We evaluate an investment for impairment when circumstances indicate that we may not be able to recover the carrying amount. When evaluating our
ventures, we consider loan defaults, significant underperformance relative to historical or projected operating performance, or significant negative industry
or economic trends. Additionally, a venture’s commitment to a plan to sell some or all of its assets could cause us to evaluate the recoverability of the
venture’s individual long-lived assets and possibly the venture itself. We impair investments we account for using the equity method of accounting when
we determine that there has been an “other-than-temporary” decline in the venture’s estimated fair value compared to its carrying amount. We perform
qualitative assessments for investments we account for using the fair value alternative method and we record any associated impairment when the fair value
is less than the carrying amount.
Under the accounting guidance for the consolidation of variable interest entities, we analyze our variable interests, including equity investments,
loans, and guarantees, to determine if an entity in which we have a variable interest is a variable interest entity. Our analysis includes both quantitative and
qualitative reviews. We base our quantitative analysis on the forecasted cash flows of the entity, and our qualitative analysis on our review of the design of
the entity, its organizational structure including decision-making ability, and relevant financial agreements. We also use our qualitative analysis to
determine if we must consolidate a variable interest entity as its primary beneficiary.
Fair Value Measurements
We have various financial instruments we must measure at fair value on a recurring basis, including certain marketable securities and derivatives. See
Note 12 for further information. We also apply the provisions of fair value measurement to various nonrecurring measurements for our financial and
nonfinancial assets and liabilities.
Accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date (an exit price). We measure our assets and liabilities using inputs from the following three levels of
the fair value hierarchy:
Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access at the measurement
date.
Level 2 inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in
markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and
inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).
Level 3 inputs include unobservable inputs that reflect our assumptions about what factors market participants would use in pricing the asset or
liability. We develop these inputs based on the best information available, including our own data.
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Derivative Instruments
We record derivatives at fair value. The designation of a derivative instrument as a hedge and its ability to meet the hedge accounting criteria
determine how we reflect the change in fair value of the derivative instrument in our Financial Statements. A derivative qualifies for hedge accounting if, at
inception, we expect the derivative will be highly effective in offsetting the underlying hedged cash flows or fair value and we fulfill the hedge
documentation standards at the time we enter into the derivative contract. We designate a hedge as a cash flow hedge, fair value hedge, or a hedge of the net
investment in non-U.S. operations based on the exposure we are hedging. For the effective portion of qualifying cash flow hedges, we record changes in
fair value in accumulated other comprehensive income (“AOCI”). We release the derivative’s gain or loss from AOCI to match the timing of the underlying
hedged items’ effect on earnings. The change in fair value of qualifying fair value hedges as well as changes in fair value of the underlying hedged items to
the hedged risks are recorded concurrently in earnings.
We review the effectiveness of our hedging instruments quarterly and discontinue hedge accounting for any hedge that we no longer consider to be
highly effective. We recognize changes in fair value for derivatives not designated as hedges or those not qualifying for hedge accounting in current period
earnings. Upon termination of cash flow hedges, we release gains and losses from AOCI based on the timing of the underlying cash flows or revenue
recognized, unless the termination results from the failure of the intended transaction to occur in the expected time frame. Such untimely transactions
require us to immediately recognize in earnings the gains and/or losses that we previously recorded in AOCI.
Changes in interest rates, currency exchange rates, and equity securities expose us to market risk. We manage our exposure to these risks by
monitoring available financing alternatives, as well as through development and application of credit granting policies. We also use derivative instruments
as part of our overall strategy to manage our exposure to market risks. As a matter of policy, we only enter into transactions that we believe will be highly
effective at offsetting the underlying risk, and we do not use derivatives for trading or speculative purposes.
Loan Loss Reserves
We may make senior, mezzanine, and other loans to owners of hotels that we operate or franchise, generally to facilitate the development or
renovation of a hotel and sometimes to facilitate brand programs or initiatives. We expect the owners to repay the loans in accordance with the loan
agreements, or earlier as the performance of the hotels and capital markets permit. We use metrics such as loan-to-value ratios and debt service coverage,
and other information about collateral and from third-party rating agencies to assess the credit quality of the loan receivable, both upon entering into the
loan agreement and on an ongoing basis as applicable.
At inception and throughout the term of the loan agreement, we individually assess loans for impairment. We consider current and forecasted future
economic conditions in addition to our historical experience. We use internally generated cash flow projections to determine the likelihood that the loans
will be repaid under the terms of the loan agreements. We calculate the present value of expected future cash flows discounted at the loan’s original
effective interest rate or the estimated fair value of the collateral. If the present value and the estimated collateral are less than the carrying value of the loan
receivable, we establish a specific impairment reserve for the difference.
Leases
We determine if an arrangement is a lease or contains a lease at the inception of the contract. We evaluate leases for classification as operating or
financing upon lease commencement. Our leases generally contain fixed and variable components. The variable components of our leases are primarily
based on operating performance of the leased property. Our lease agreements may also include non-lease components, such as common area maintenance,
which we combine with the lease component to account for both as a single lease component.
Lease liabilities, which represent our obligation to make lease payments arising from the lease, and corresponding right-of-use assets, which represent
our right to use an underlying asset for the lease term, are recognized at the commencement date of the lease based on the present value of fixed future
payments over the lease term. We calculate the present value of future payments using the discount rate implicit in the lease, if available, or our incremental
borrowing rate.
For operating leases, lease expense relating to fixed payments is recognized on a straight-line basis over the lease term and lease expense relating to
variable payments is expensed as incurred. For finance leases, the amortization of the asset is recognized over the shorter of the lease term or useful life of
the underlying asset.
Guarantees
We measure and record our liability for the fair value of a guarantee on a nonrecurring basis, that is when we issue or modify a guarantee, using Level
3 internally developed inputs, as described above in this footnote under the caption “Fair Value
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Measurements.” We base our calculation of the estimated fair value of a guarantee on the income approach or the market approach, depending on the type
of guarantee. For the income approach, we use internally developed discounted cash flow and Monte Carlo simulation models that include the following
assumptions, among others: projections of revenues and expenses and related cash flows based on assumed growth rates and demand trends; historical
volatility of projected performance; the guaranteed obligations; and applicable discount rates. We base these assumptions on our historical data and
experience, industry projections, micro and macro general economic condition projections, and our expectations. For the market approach, we use internal
analyses based primarily on market comparable data and our assumptions about market capitalization rates, credit spreads, growth rates, and inflation.
The offsetting entry for the guarantee liability depends on the circumstances in which the guarantee was issued. Funding under the guarantee reduces
the recorded liability. In most cases, when we do not forecast any funding, we amortize the liability into income on a straight-line basis over the remaining
term of the guarantee. On a quarterly basis, we evaluate all material estimated liabilities based on the operating results and the terms of the guarantee. If we
conclude that it is probable that we will be required to fund a greater amount than previously estimated, we record a loss except to the extent that the
applicable contracts provide that the advance can be recovered as a loan.
Self-Insurance Programs
We self-insure for certain levels of liability, workers’ compensation, property insurance and employee medical coverage. We accrue estimated costs of
these self-insurance programs at the present value of projected settlements for known and incurred but not reported claims. We use a discount rate of 4.25
percent, based upon market rates, to determine the present value of the projected settlements, which we consider to be reasonable given our history of
settled claims, including payment patterns and the fixed nature of the individual settlements. We classify the current portion of our self-insurance reserve in
the “Accrued expenses and other” caption and the noncurrent portion in the “Other noncurrent liabilities” caption of our Balance Sheets. The current
portion of our self-insurance reserve was $130 million at December 31, 2022 and $124 million at December 31, 2021. The noncurrent portion of our self-
insurance reserve was $287 million at December 31, 2022 and $290 million at December 31, 2021.
Legal Contingencies
We are subject to various legal proceedings and claims, the outcomes of which are uncertain. We record an accrual for legal contingencies when we
determine that it is probable that we have incurred a liability and we can reasonably estimate the amount of the loss. In making such determinations we
evaluate, among other things, the probability of an unfavorable outcome and, when we believe it probable that a liability has been incurred, our ability to
make a reasonable estimate of the loss. We review these accruals each reporting period and make revisions based on changes in facts and circumstances.
Business Combinations
We allocate the purchase price of an acquisition to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair
values at the acquisition date. We recognize as goodwill the amount by which the purchase price of an acquired entity exceeds the net of the fair values
assigned to the assets acquired and liabilities assumed. In determining the fair values of assets acquired and liabilities assumed, we use various recognized
valuation methods including the income and market approaches. Further, we make assumptions within certain valuation techniques, including discount
rates, royalty rates, and the amount and timing of future cash flows. We record the net assets and results of operations of an acquired entity in our Financial
Statements from the acquisition date. We initially perform these valuations based upon preliminary estimates and assumptions by management or
independent valuation specialists under our supervision, where appropriate, and make revisions as estimates and assumptions are finalized. We expense
acquisition-related costs as we incur them.
Asset Acquisitions
Acquisitions that do not meet the definition of a business are accounted for as asset acquisitions. We allocate the cost of the acquisition, including
direct and incremental transaction costs, to the individual assets acquired and liabilities assumed on a relative fair value basis. Goodwill is not recognized in
an asset acquisition.
NOTE 3. ACQUISITION
In the 2022 fourth quarter, we announced that we reached an agreement with Hoteles City Express, S.A.B. de C.V. to acquire the City Express brand
portfolio for $100 million. As of October 19, 2022, the portfolio included 152 mid-scale hotels (17,356 rooms) located in Mexico, Costa Rica, Colombia,
and Chile. Upon closing of the transaction, which is subject to regulatory approval and other customary closing conditions, City Express will become part
of our franchise system. We expect the transaction could close in the first half of 2023.
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NOTE 4. EARNINGS PER SHARE
The table below illustrates the reconciliation of the earnings and number of shares used in our calculations of basic and diluted earnings per share, the
latter of which uses the treasury stock method to calculate the dilutive effect of the Company’s potential common stock:
(in millions, except per share amounts) 2022 2021 2020
Computation of Basic Earnings Per Share
Net income (loss) $ 2,358 $ 1,099 $ (267)
Shares for basic earnings per share 324.4 327.2 325.8
Basic earnings (loss) per share $ 7.27 $ 3.36 $ (0.82)
Computation of Diluted Earnings Per Share
Net income (loss) $ 2,358 $ 1,099 $ (267)
Shares for basic earnings per share 324.4 327.2 325.8
Effect of dilutive securities
Stock-based compensation(1) 1.4 2.1 —
Shares for diluted earnings per share 325.8 329.3 325.8
Diluted earnings (loss) per share $ 7.24 $ 3.34 $ (0.82)
(1) For the calculation of diluted loss per share for 2020, we excluded share-based compensation securities of 1.4 million because the effect was anti-dilutive.
NOTE 5. STOCK-BASED COMPENSATION
RSUs and PSUs
We granted RSUs in 2022 to certain officers and employees, and those units vest generally over four years in equal annual installments commencing
one year after the grant date. We also granted performance-based RSUs (“PSUs”) in 2022 to certain executives, which are earned, subject to continued
employment and the satisfaction of certain performance and market conditions based on the degree of achievement of pre-established targets for 2024
adjusted EBITDA performance and relative total stockholder return over the 2022 to 2024 performance period.
We had deferred compensation costs for unvested awards for RSUs, including PSUs, of approximately $179 million at year-end 2022 and $189
million at year-end 2021. The weighted average remaining term for RSUs outstanding at year-end 2022 was 2.0 years.
The following table provides additional information on RSUs, including PSUs, for the last three fiscal years:
2022 2021 2020
Stock-based compensation expense (in millions) $ 181 $ 171 $ 188
Weighted average grant-date fair value (per unit) $ 168 $ 141 $ 101
Aggregate intrinsic value of distributed RSUs (in millions) $ 253 $ 205 $ 234
The following table presents the changes in our outstanding RSUs, including PSUs, during 2022 and the associated weighted average grant-date fair
values:
Weighted Average Grant-Date Fair Value
Number of RSUs (in millions) (per unit)
Outstanding at year-end 2021 4.4 $ 109
Granted 1.1 168
Distributed (1.5) 114
Forfeited (0.2) 127
Outstanding at year-end 2022 3.8 $ 125
Other Information
At year-end 2022, we had 24 million remaining shares authorized under the Marriott and Starwood Hotels & Resorts Worldwide, LLC, formerly
known as Starwood Hotels & Resorts Worldwide, Inc. (“Starwood”), stock plans.
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NOTE 6. INCOME TAXES
The components of our earnings (losses) before income taxes for the last three fiscal years consisted of:
($ in millions) 2022 2021 2020

U.S. $ 2,268 $ 890 $ (320)
Non-U.S. 846 290 (146)
$ 3,114 $ 1,180 $ (466)
Our (provision) benefit for income taxes for the last three fiscal years consisted of:
($ in millions) 2022 2021 2020

Current -U.S. Federal $ (364) $ 99 $ 9
-U.S. State (82) 24 (41)
-Non-U.S. (155) (86) (78)
(601) 37 (110)
Deferred -U.S. Federal (129) (122) 180

-U.S. State (25) (37) 81
-Non-U.S. (1) 41 48
(155) (118) 309
$ (756) $ (81) $ 199
Unrecognized Tax Benefits
The following table reconciles our unrecognized tax benefit balance for each year from the beginning of 2020 to the end of 2022:
($ in millions) Amount
Unrecognized tax benefit at beginning of 2020 $ 569
Change attributable to tax positions taken in prior years (66)
Change attributable to tax positions taken during the current period 4
Decrease attributable to settlements with taxing authorities (43)
Unrecognized tax benefit at year-end 2020 464
Change attributable to tax positions taken during the current period —
Unrecognized tax benefit at year-end 2021 282
Change attributable to tax positions taken during the current period 3
Unrecognized tax benefit at year-end 2022 $ 255
Our unrecognized tax benefit balances included $241 million at year-end 2022, $266 million at year-end 2021, and $410 million at year-end 2020 of
tax positions that, if recognized, would impact our effective tax rate. It is reasonably possible that within the next 12 months we will reach resolution of
income tax examinations in one or more jurisdictions. The actual amount of any change to our unrecognized tax benefits could vary depending on the
timing and nature of the settlement. Therefore, an estimate of the change cannot be provided. We recognize accrued interest and penalties for our
unrecognized tax benefits as a component of tax expenses. Related interest expense (benefit) totaled $13 million in 2022, $(21) million in 2021, and $(15)
million in 2020. We accrued interest and penalties related to our unrecognized tax benefits of approximately $49 million at year-end 2022 and $45 million
at year-end 2021.
We file income tax returns, including returns for our subsidiaries, in various jurisdictions around the world. The U.S. Internal Revenue Service
(“IRS”) has examined our federal income tax returns, and as of year-end 2022, we have settled all issues for tax years through 2016 and for tax years 2018
and 2019. Our 2017 and 2020 through 2022 tax year audits are
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currently ongoing. Various foreign, state, and local income tax returns are also under examination by the applicable taxing authorities.
Deferred Income Taxes
Deferred income tax balances reflect the effects of temporary differences between the carrying amounts of assets and liabilities and their tax bases, as
well as from net operating loss and tax credit carry-forwards. We state those balances at the enacted tax rates we expect will be in effect when we pay or
recover the taxes. Deferred income tax assets represent amounts available to reduce income taxes we will pay on taxable income in future years. We
evaluate our ability to realize these future tax deductions and credits by assessing whether we expect to have sufficient future taxable income from all
sources, including reversal of taxable temporary differences, forecasted operating earnings, and available tax planning strategies to utilize these future
deductions and credits. We establish a valuation allowance when we no longer consider it more likely than not that a deferred tax asset will be realized.
The following table presents the tax effect of each type of temporary difference and carry-forward that gave rise to significant portions of our deferred
tax assets and liabilities as of year-end 2022 and year-end 2021:
($ in millions) At Year-End 2022 At Year-End 2021

Deferred Tax Assets
Employee benefits $ 243 $ 235
Net operating loss carry-forwards 1,096 771
Accrued expenses and other reserves 181 191
Receivables, net 12 11
Tax credits 55 53
Loyalty Program 168 181
Deferred income 66 98
Lease liabilities 304 336
Interest limitation 187 163
Other — 34
Deferred tax assets 2,312 2,073
Valuation allowance (1,359) (984)
Deferred tax assets after valuation allowance 953 1,089
Deferred Tax Liabilities
Equity method investments (32) (40)
Property and equipment (58) (9)
Intangibles (626) (666)
Right-of-use assets (265) (290)
Self-insurance (37) (25)
Other (8) —
Deferred tax liabilities (1,026) (1,030)
Net deferred taxes $ (73) $ 59
Our valuation allowance is primarily attributable to non-U.S. net operating loss carry-forwards. During 2022, our net operating loss carry-forwards
increased with an offsetting increase in our valuation allowance primarily due to net operating losses in an international subsidiary.
At year-end 2022, we had approximately $39 million of tax credits that will expire through 2032 and $16 million of tax credits that do not expire. We
recorded $12 million of net operating loss benefits in 2022 and $51 million in 2021. At year-end 2022, we had approximately $4,988 million of primarily
state and foreign net operating losses, of which $3,081 million will expire through 2042.
We made no provision for U.S. income taxes or additional non-U.S. taxes on certain undistributed earnings of non-U.S. subsidiaries. These earnings
could become subject to additional taxes if the non-U.S. subsidiaries dividend or loan those earnings to an affiliate or if we sell our interests in the non-U.S.
subsidiaries. We cannot practically estimate the amount of additional taxes that might be payable on the undistributed earnings.
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Reconciliation of U.S. Federal Statutory Income Tax Rate to Actual Income Tax Rate
The following table reconciles the U.S. statutory tax rate to our effective income tax rate for the last three fiscal years:
2022 2021 2020

U.S. statutory tax rate 21.0 % 21.0 % 21.0 %
U.S. state income taxes, net of U.S. federal tax benefit 2.8 2.7 3.8
Non-U.S. income (0.5) (0.5) 12.5
Change in valuation allowance 0.4 (0.7) (20.0)
Change in uncertain tax positions 0.3 (12.0) 12.2
Permanent items (0.2) (0.5) 9.4
Tax on asset dispositions 0.0 (0.7) 0.0
Excess tax benefits related to equity awards (0.7) (2.8) 6.4
U.S. tax on foreign earnings 0.2 0.4 (3.0)
Other, net 1.0 (0.1) 0.6
Effective rate 24.3 % 6.8 % 42.9 %
The non-U.S. income tax benefit presented in the table above includes tax-exempt income in Hong Kong and Singapore, and a tax deduction in
Switzerland, which collectively represented 2.5% in 2022, 3.2% in 2021, and 12.9% in 2020. We included the impact of these items in the non-U.S. income
line above because we consider them to be equivalent to a reduction of the statutory tax rates in these jurisdictions.
The non-U.S. income tax benefit also includes U.S. income tax expense on non-U.S. operations, which represents 0.6% in 2022, (0.5)% in 2021, and
0.8% in 2020. We included the impact of this tax in the non-U.S. income line above because we consider this tax to be an integral part of the foreign taxes.
Other Information
We paid cash for income taxes, net of refunds, of $476 million in 2022, $362 million in 2021, and $279 million in 2020.
NOTE 7. COMMITMENTS AND CONTINGENCIES
Guarantees
We issue guarantees to certain lenders and hotel owners, chiefly to obtain long-term management and franchise contracts. The guarantees generally
have a stated maximum funding amount and a term of three to ten years. The terms of guarantees to lenders generally require us to fund if cash flows from
hotel operations are inadequate to cover annual debt service or to repay the loan at maturity. The terms of the guarantees to hotel owners generally require
us to fund if the hotels do not attain specified levels of operating profit. Guarantee fundings to lenders and hotel owners are generally recoverable out of
future hotel cash flows and/or proceeds from the sale or refinancing of hotels.
We present the maximum potential amount of our future guarantee fundings and the carrying amount of our liability for our debt service, operating
profit, and other guarantees (excluding contingent purchase obligations) for which we are the primary obligor at year-end 2022 in the following table:
Maximum Potential
($ in millions) Amount
Recorded Liability for
Guarantee Type
of Future Fundings Guarantees
Debt service $ 73 $ 10

Operating profit 191 107
Other 16 4
$ 280 $ 121
Our liability at year-end 2022 for guarantees for which we are the primary obligor is reflected in our Balance Sheets as $32 million of “Accrued
expenses and other” and $89 million of “Other noncurrent liabilities.”
Our maximum potential guarantees listed in the preceding table include $60 million of operating profit guarantees that will not be in effect until the
underlying properties open and we begin to operate the properties or certain other events occur.
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In conjunction with financing obtained for specific projects or properties owned by us or entities in which we have an investment, we may provide
industry standard indemnifications to the lender for loss, liability, or damage occurring as a result of the actions of the entity or our own actions.
Contingent Purchase Obligation
Sheraton Grand Chicago. In 2017, we granted the owner a one-time right to require us to purchase the leasehold interest in the land and the hotel for
$300 million in cash (the “put option”). In the 2021 third quarter, we entered into an amendment with the owner to move the exercise period of the put
option from the 2022 first half to the 2024 first half. If the owner exercises the put option, the closing is expected to occur in the 2024 fourth quarter, and
we have the option to purchase, at the same time the put transaction closes, the fee simple interest in the underlying land for an additional $200 million in
cash. We account for the put option as a guarantee, and our recorded liability was $300 million at year-end 2022 and 2021.
We concluded that the entity that owns the Sheraton Grand Chicago hotel is a variable interest entity. We did not consolidate the entity because we do
not have the power to direct the activities that most significantly impact the entity’s economic performance. Our maximum exposure to loss related to the
entity is equal to the difference between the purchase price and the fair value of the hotel at the time that the put option is exercised, plus the maximum
funding amount of an operating profit guarantee that we provided for the hotel.
Commitments
At year-end 2022, we had various purchase commitments for goods and services in the normal course of business, primarily for programs and
services for which we are reimbursed by third-party owners, totaling $514 million. We expect to purchase goods and services subject to these commitments
as follows: $238 million in 2023, $168 million in 2024, $83 million in 2025, and $25 million thereafter.
Letters of Credit
At year-end 2022, we had $135 million of letters of credit outstanding (all outside the Credit Facility, as defined in Note 9), most of which were for
our self-insurance programs. Surety bonds issued as of year-end 2022 totaled $162 million, most of which state governments requested in connection with
our self-insurance programs.
Starwood Data Security Incident
Description of Event
On November 30, 2018, we announced a data security incident involving unauthorized access to the Starwood reservations database (the “Data
Security Incident”). Working with leading security experts, we determined that there was unauthorized access to the Starwood network since 2014 and that
an unauthorized party had copied information from the Starwood reservations database and taken steps towards removing it. The Starwood reservations
database is no longer used for business operations.
Litigation, Claims, and Government Investigations
Following our announcement of the Data Security Incident, approximately 100 lawsuits were filed by consumers and others against us in U.S. federal,
U.S. state and Canadian courts related to the incident. The plaintiffs in the cases that remain pending, who generally purport to represent various classes of
consumers, generally claim to have been harmed by alleged actions and/or omissions by the Company in connection with the Data Security Incident and
assert a variety of common law and statutory claims seeking monetary damages, injunctive relief, costs and attorneys’ fees, and other related relief. The
active U.S. cases are consolidated in the U.S. District Court for the District of Maryland (the “District Court”), pursuant to orders of the U.S. Judicial Panel
on Multidistrict Litigation (the “MDL”). On May 3, 2022, the District Court granted in part and denied in part class certification of various U.S. groups of
consumers. On July 14, 2022, the U.S. Court of Appeals for the Fourth Circuit granted our petition to appeal the District Court’s decision, which appeal
remains pending. On September 8, 2022, the District Court held that the City of Chicago (which brought claims against us that are consolidated in the
MDL proceeding) could not pursue injunctive claims but could pursue monetary claims. The Canadian cases have effectively been consolidated into a
single case in the province of Ontario. We dispute the allegations in these lawsuits and are vigorously defending against such claims.
In addition, various U.S. federal, U.S. state and foreign governmental authorities made inquiries, opened investigations, or requested information
and/or documents related to the Data Security Incident and related matters. Although some of these matters have been resolved or no longer appear to be
active, some remain open. We are in discussions with the Attorney General offices from 49 states and the District of Columbia and the Federal Trade
Commission. Based on the ongoing
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discussions, we believe it is probable that we will incur losses, and we recorded an accrual in 2022 for an estimated loss contingency; the amount of this
accrual is not material to our Financial Statements.
While we believe it is reasonably possible that we may incur losses in excess of the amounts recorded associated with the above described MDL
proceedings and regulatory investigations related to the Data Security Incident, it is not possible to reasonably estimate the amount of such losses or range
of loss that might result from adverse judgments, settlements, fines, penalties or other resolution of these proceedings and investigations based on: (1) in
the case of the above described MDL proceedings, the current stage of these proceedings, the absence of specific allegations as to alleged damages, the
uncertainty as to the certification of a class or classes and the size of any certified class, and the lack of resolution of significant factual and legal issues;
and (2) in the case of the above described regulatory investigations, the lack of resolution with the Federal Trade Commission and the state Attorneys
General.
NOTE 8. LEASES
We enter into operating and finance leases primarily for hotels, offices, and equipment. Most leases have initial terms of up to 20 years, and contain
one or more renewals at our option, generally for five- or 10-year periods. We have generally not included these renewal periods in the lease term as it is
not reasonably certain that we will exercise the renewal option.
The following table details the composition of lease expense for 2022, 2021, and 2020:
($ in millions) 2022 2021 2020

Operating lease cost $ 165 $ 149 $ 157
Variable lease cost 90 51 60
We recorded impairment charges of $116 million in 2020 in the “Depreciation, amortization, and other” caption of our Income Statements to reduce
the carrying amount of certain U.S. & Canada hotel leases right-of-use assets and property and equipment, including leasehold improvements. The
impairment charges recorded in 2020 were due to the impact of COVID-19. We determined that we may not be able to fully recover the carrying amount of
these U.S. & Canada hotel leases after evaluating the assets for recovery due to declines in market performance and future cash flow projections. We
estimated the fair value using an income approach reflecting internally developed Level 3 discounted cash flows that included, among other things, our
expectations of future cash flows based on historical experience and projected growth rates, usage estimates and demand trends.
The following table presents our future minimum lease payments at year-end 2022:
($ in millions) Operating Leases Finance Leases

2023 $ 157 $ 14
2024 154 14
2025 148 14
2026 119 15
2027 85 15
Thereafter 844 107
Total minimum lease payments $ 1,507 $ 179
Less: Amount representing interest 367 40
Present value of minimum lease payments $ 1,140 $ 139
The following table presents the composition of our current and noncurrent lease liability at year-end 2022 and 2021:
($ in millions) December 31, 2022 December 31, 2021
Operating Leases Finance Leases Operating Leases Finance Leases
Current (1) $ 106 $ 8 $ 150 $ 7
Noncurrent (2) 1,034 131 1,098 139
$ 1,140 $ 139 $ 1,248 $ 146
(1)
Operating leases are recorded in the “Accrued expenses and other” and finance leases are recorded in the “Current portion of long-term debt” captions of our Balance Sheets.
(2) Operating leases are recorded in the “Operating lease liabilities” and finance leases are recorded in the “Long-term debt” captions of our Balance Sheets.
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The following table presents additional information about our lease obligations at year-end 2022 and 2021:
2022 2021
Operating Leases Finance Leases Operating Leases Finance Leases
Weighted Average Remaining Lease Term (in years) 13 11 14 12
Weighted Average Discount Rate 4.4 % 4.3 % 4.2 % 4.4 %
The following table presents supplemental cash flow information for 2022 and 2021:
($ in millions) 2022 2021

Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows for operating leases $ 191 $ 181
Lease assets obtained in exchange for lease obligations:
Operating leases 75 463
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NOTE 9. LONG-TERM DEBT
We provide detail on our long-term debt balances, net of discounts, premiums, and debt issuance costs, in the following table at year-end 2022 and
2021:

Senior Notes:
Series L Notes, interest rate of 3.3%, face amount of $173, redeemed June 15, 2022
(effective interest rate of 3.4%) $ — $ 173
Series P Notes, interest rate of 3.8%, face amount of $350, maturing October 1, 2025
(effective interest rate of 4.0%) 348 347
Series Q Notes, interest rate of 2.3%, face amount of $399, matured January 15, 2022
(effective interest rate of 2.5%) — 399
Series R Notes, interest rate of 3.1%, face amount of $750, maturing June 15, 2026
Series U Notes, interest rate of 3.1%, face amount of $291, maturing February 15, 2023
Series V Notes, interest rate of 3.8%, face amount of $318, maturing March 15, 2025
Series W Notes, interest rate of 4.5%, face amount of $278, maturing October 1, 2034
Series X Notes, interest rate of 4.0%, face amount of $450, maturing April 15, 2028
Series Z Notes, interest rate of 4.2%, face amount of $350, maturing December 1, 2023
Series AA Notes, interest rate of 4.7%, face amount of $300, maturing December 1, 2028
Series CC Notes, interest rate of 3.6%, face amount of $550, maturing April 15, 2024
Series DD Notes, interest rate of 2.1%, face amount of $224, matured October 3, 2022
(effective interest rate of 1.2%) — 226
Series EE Notes, interest rate of 5.8%, face amount of $600, maturing May 1, 2025
Series FF Notes, interest rate of 4.6%, face amount of $1,000, maturing June 15, 2030
Series GG Notes, interest rate of 3.5%, face amount of $1,000, maturing October 15, 2032
Series HH Notes, interest rate of 2.9%, face amount of $1,100, maturing April 15, 2031
(effective interest rate of 3.0%) 1,090 1,090
Series II Notes, interest rate of 2.8%, face amount of $700, maturing October 15, 2033
Series JJ Notes, interest rate of 5.0%, face amount of $1,000, maturing October 15, 2027
(effective interest rate of 5.4%) 984 —
Commercial paper 871 —
Credit Facility — 1,050
Finance lease obligations 139 146
Other 92 135
$ 10,064 $ 10,138
Less current portion (684) (805)
$ 9,380 $ 9,333
All our long-term debt is recourse to us but unsecured. All the Senior Notes shown in the table above are our unsecured and unsubordinated
obligations, which rank equally with our other Senior Notes and all other unsecured and unsubordinated indebtedness that we have issued or will issue
from time to time, and are governed by the terms of an indenture, dated as of November 16, 1998, between us and The Bank of New York Mellon
(formerly The Bank of New York), as trustee. We may redeem some or all of each series of the Senior Notes before maturity under the terms provided in
the applicable form of Senior Note.
In September 2022, we issued $1.0 billion aggregate principal amount of 5.000 percent Series JJ Notes due October 15, 2027 (the “Series JJ Notes”).
We will pay interest on the Series JJ Notes in April and October of each year, commencing in April 2023. We received net proceeds of approximately $983
million from the offering of the Series JJ Notes, after deducting
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the underwriting discount and estimated expenses, which were made available for general corporate purposes, including working capital, capital
expenditures, acquisitions, stock repurchases or repayment of outstanding indebtedness.
In June 2022, we redeemed all $173 million aggregate principal amount of our outstanding Series L Notes due in September 2022.
In December 2022, we amended and restated our $4.5 billion multicurrency revolving credit agreement (the “Credit Facility”). Available borrowings
under the Credit Facility support our commercial paper program and general corporate needs. Borrowings under the Credit Facility generally bear interest
at SOFR (the Secured Overnight Financing Rate) plus a spread based on our public debt rating. We also pay quarterly fees on the Credit Facility at a rate
based on our public debt rating. We classify outstanding borrowings under the Credit Facility and outstanding commercial paper borrowings as long-term
based on our ability and intent to refinance the outstanding borrowings on a long-term basis. The Credit Facility expires on December 14, 2027.
The following table presents future principal payments, net of discounts, premiums, and debt issuance costs, for our debt at year-end 2022:
Debt Principal Payments ($ in millions) Amount

2023 $ 684
2024 1,410
2025 1,310
2026 757
2027 995
Thereafter 4,908
Balance at year-end 2022 $ 10,064
We paid cash for interest, net of amounts capitalized, of $345 million in 2022, $391 million in 2021, and $377 million in 2020.
NOTE 10. INTANGIBLE ASSETS AND GOODWILL
The following table details the composition of our intangible assets at year-end 2022 and 2021:

Definite-lived Intangible Assets
Costs incurred to obtain contracts with customers $ 1,995 $ 1,875
Contracts acquired in business combinations and other 2,173 2,187
4,168 4,062
Accumulated amortization (1,172) (1,052)
2,996 3,010
Indefinite-lived Intangible Brand Assets 5,751 5,916
$ 8,747 $ 8,926
We capitalize direct costs that we incur to obtain management, franchise, and license agreements. We amortize these costs on a straight-line basis over
the initial term of the agreements, ranging from 15 to 30 years. In 2020, we recorded impairment charges totaling $64 million in the “Contract investment
amortization” caption of our Income Statements to reduce the carrying amount of certain capitalized costs incurred to obtain contracts with customers,
primarily due to the impact of COVID-19, most of which we recorded in our U.S. & Canada business segment.
For contracts acquired in business combinations and other intangible assets, we recorded amortization expense of $197 million in 2022, $165 million
in 2021, and $97 million in 2020 (of which $83 million in 2022, $62 million in 2021, and none in 2020 was included in the “Reimbursed expenses” caption
of our Income Statements). For these assets, we estimate that our aggregate amortization expense will be $165 million in 2023, $143 million in 2024, $125
million in 2025, $108 million in 2026, and $93 million in 2027.
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The following table details the carrying amount of our goodwill at year-end 2022 and 2021:
($ in millions) U.S. & Canada International Total Goodwill

Balance at year-end 2021 $ 5,348 $ 3,725 $ 9,073
Foreign currency translation (25) (176) (201)
Balance at year-end 2022 $ 5,323 $ 3,549 $ 8,872
NOTE 11. PROPERTY AND EQUIPMENT
The following table presents the composition of our property and equipment balances at year-end 2022 and 2021:

Land $ 688 $ 686
Buildings and leasehold improvements 1,086 985
Furniture and equipment 649 545
Construction in progress 36 137
2,459 2,353
Accumulated depreciation (874) (850)
$ 1,585 $ 1,503
We record property and equipment at cost, including interest and real estate taxes we incur during development and construction. We capitalize the
cost of improvements that extend the useful life of property and equipment when we incur them. These capitalized costs may include structural costs,
equipment, fixtures, floor, and wall coverings. We expense all repair and maintenance costs when we incur them. We compute depreciation using the
straight-line method over the estimated useful lives of the assets (generally three to 40 years), and we amortize leasehold improvements over the shorter of
the asset life or lease term. Our gross depreciation expense totaled $114 million in 2022, $138 million in 2021, and $322 million in 2020 (of which $35
million in 2022, $49 million in 2021, and $109 million in 2020 was included in the “Reimbursed expenses” caption of our Income Statements). Fixed
assets attributed to operations located outside the U.S. were $592 million at year-end 2022 and $623 million at year-end 2021. Our gross depreciation
expense included impairment charges for property and equipment, including leasehold improvements, and right-of-use assets on several U.S. & Canada
leased hotels in 2020, which we discussed in Note 8.
NOTE 12. FAIR VALUE OF FINANCIAL INSTRUMENTS
We believe that the fair values of our current assets and current liabilities approximate their reported carrying amounts. We present the carrying
amounts and the fair values of noncurrent financial assets and liabilities that qualify as financial instruments, determined under current guidance for
disclosures on the fair value of financial instruments, in the following table:
At Year-End 2022 At Year-End 2021

Carrying Carrying
($ in millions) Amount Fair Value Amount Fair Value
Senior, mezzanine, and other loans $ 152 $ 142 $ 144 $ 131
Total noncurrent financial assets $ 152 $ 142 $ 144 $ 131
Senior Notes $ (8,322) $ (7,627) $ (8,009) $ (8,480)

Commercial paper (871) (871) — —
Credit Facility — — (1,050) (1,050)
Other long-term debt (56) (49) (135) (140)
Other noncurrent liabilities (394) (394) (414) (414)
Total noncurrent financial liabilities $ (9,643) $ (8,941) $ (9,608) $ (10,084)
We estimate the fair value of our senior, mezzanine, and other loans by discounting cash flows using risk-adjusted rates, both of which are Level 3
inputs.
We determine the fair value of our Senior Notes using quoted market prices, which are directly observable Level 1 inputs. Even though our
commercial paper borrowings generally have short-term maturities of 45 days or less, we classify outstanding
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commercial paper borrowings as long-term based on our ability and intent to refinance them on a long-term basis. The carrying amount of our commercial
paper and Credit Facility borrowings approximate fair value due to their short maturity and because they bear interest at a market rate. We estimate the fair
value of our other long-term debt, excluding leases, using quoted market prices, which are directly observable Level 1 inputs. Our other noncurrent
liabilities consist of guarantees. As we note in the “Guarantees” caption of Note 2, we measure our liability for guarantees at fair value on a nonrecurring
basis, which is when we issue or modify a guarantee using Level 3 internally developed inputs. At year-end 2022 and year-end 2021, we determined that
the carrying amounts of our guarantee liabilities approximated their fair values based on Level 3 inputs.
See the “Fair Value Measurements” caption of Note 2 for more information on the input levels we use in determining fair value.
NOTE 13. ACCUMULATED OTHER COMPREHENSIVE LOSS
The following table details the accumulated other comprehensive loss activity for 2022, 2021, and 2020:
Foreign Currency Translation Accumulated Other

($ in millions) Adjustments Other Adjustments Comprehensive Loss
Balance at year-end 2019 $ (368) $ 7 $ (361)
Other comprehensive income before reclassifications (1) 229 7 236
Reclassification adjustments — (10) (10)
Net other comprehensive income (loss) 229 (3) 226
Other comprehensive (loss) income before reclassifications (1) (212) 5 (207)
Reclassification adjustments — — —
Net other comprehensive (loss) income (212) 5 (207)
Other comprehensive (loss) income before reclassifications (1) (390) 11 (379)
Reclassification adjustments 1 (9) (8)
Net other comprehensive (loss) income (389) 2 (387)
(1)
Other comprehensive (loss) income before reclassifications for foreign currency translation adjustments includes intra-entity foreign currency transactions that are of a long-term investment
nature, which resulted in gains (losses) of $32 million for 2022, $40 million for 2021, and $(44) million for 2020.
NOTE 14. BUSINESS SEGMENTS
We discuss our operations in the following two operating segments, both of which meet the applicable accounting criteria for separate disclosure as a
reportable business segment: (1) United States and Canada (“U.S. & Canada”) and (2) International.
We evaluate the performance of our operating segments using “segment profits/loss” which is based largely on the results of the segment without
allocating corporate expenses, income taxes, indirect general, administrative, and other expenses, merger-related costs, or most above-property
restructuring charges. We assign gains and losses, equity in earnings or losses, direct general, administrative, and other expenses, and other restructuring
charges to each of our segments. “Unallocated corporate and other” includes a portion of our revenues (such as fees we receive from our credit card
programs and vacation ownership licensing agreements), revenues and expenses for our Loyalty Program, general, administrative, and other expenses,
restructuring, merger-related charges, and other expenses, equity in earnings or losses, and other gains or losses that we do not allocate to our segments.
Our chief operating decision maker monitors assets for the consolidated Company but does not use assets by operating segment when assessing
performance or making operating segment resource allocations.
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Segment Revenues
The following table presents our revenues disaggregated by segment and major revenue stream for the last three fiscal years:
2022 2021 2020

($ in millions) U.S. & Canada International Total U.S. & Canada International Total U.S. & Canada International Total
Gross fee revenues $ 2,486 $ 917 $ 3,403 $ 1,580 $ 568 $ 2,148 $ 914 $ 338 $ 1,252
Contract investment amortization (60) (29) (89) (55) (20) (75) (108) (24) (132)
Net fee revenues 2,426 888 3,314 1,525 548 2,073 806 314 1,120
Owned, leased, and other revenue 479 801 1,280 282 467 749 198 317 515
Cost reimbursement revenue 12,848 1,797 14,645 8,549 1,239 9,788 6,901 966 7,867
Total reportable segment revenue $ 15,753 $ 3,486 $ 19,239 $ 10,356 $ 2,254 $ 12,610 $ 7,905 $ 1,597 $ 9,502
Unallocated corporate and other 1,534 1,247 1,069
Total revenue $ 20,773 $ 13,857 $ 10,571
Revenues attributed to operations located outside the U.S. were $4,032 million in 2022, $2,615 million in 2021, and $1,910 million in 2020, including
cost reimbursement revenue outside the U.S. of $2,231 million in 2022, $1,553 million in 2021, and $1,247 million in 2020.
Segment Profits and Losses
($ in millions) 2022 2021 2020

U.S. & Canada (1) $ 2,446 $ 1,394 $ 198
International (2) 794 258 (222)
Unallocated corporate and other 251 (80) (24)
Interest expense, net of interest income (377) (392) (418)
(Provision) benefit for income taxes (756) (81) 199
Net income (loss) $ 2,358 $ 1,099 $ (267)
(1)
Includes cost reimbursements, net of $134 million in 2022, $51 million in 2021, and $(80) million in 2020.
(2) Includescost reimbursements, net of $49 million in 2022, $14 million in 2021, and $(55) million in 2020.
Segment profits (losses) attributed to operations located outside the U.S. were $898 million in 2022, $297 million in 2021, and $(198) million in
2020, including cost reimbursements, net (cost reimbursement revenue, net of reimbursed expenses) outside the U.S. of $67 million in 2022, $14 million in
2021, and $(62) million in 2020.
Depreciation, Amortization, and Other
($ in millions) 2022 2021 2020

U.S. & Canada $ 81 $ 92 $ 209
International 85 106 113
Unallocated corporate and other 27 22 24
$ 193 $ 220 $ 346
Capital Expenditures
($ in millions) 2022 2021 2020

U.S. & Canada $ 24 $ 13 $ 12
International 17 12 17
Unallocated corporate and other 291 158 106
$ 332 $ 183 $ 135
NOTE 15. RELATED PARTY TRANSACTIONS
Equity Method Investments
We have equity method investments in entities that own or lease properties for which we provide management services and receive fees. In addition,
in some cases we provide loans, preferred equity, or guarantees to these entities.
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The following table presents Income Statement data resulting from transactions with these related parties. This table does not include our Financial
Statement captions with insignificant related party activity.
($ in millions) 2022 2021 2020

Cost reimbursement revenue $ 104 $ 104 $ 107
Reimbursed expenses (104) (105) (110)
Equity in earnings (losses) 18 (24) (141)
The carrying amount of our equity method investments was $335 million at year-end 2022 and $387 million at year-end 2021. This value exceeded
our share of the book value of the investees’ net assets by $238 million at year-end 2022 and $257 million at year-end 2021, primarily due to the value that
we assigned to land, contracts, and buildings owned by the investees.
In 2020, we recorded impairment charges of $77 million in the “Equity in earnings (losses)” caption of our Income Statements to reduce the carrying
amount of certain investments, primarily due to the impact of COVID-19, most of which we recorded in our U.S. & Canada business segment.
Other Related Parties
We earned management fees of approximately $11 million in 2022, $6 million in 2021, and $3 million in 2020, plus reimbursement of certain
expenses, from our operation of properties in which JWM Family Enterprises, L.P., which is beneficially owned and controlled by J.W. Marriott, Jr.,
Deborah Marriott Harrison, David S. Marriott, and other members of the Marriott family, indirectly holds varying percentages of ownership. We earned
gross fee revenues of approximately $4 million in 2022 and $1 million in 2021, plus reimbursement of certain expenses, and no revenues in 2020 from
managed and franchised properties in which other members of the Marriott family hold varying interests.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Disclosure Controls and Procedures
We evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934 (the “Exchange Act”)) as of the end of the period covered by this annual report under the supervision and with the
participation of our management, including our Chief Executive Officer and Chief Financial Officer. Management necessarily applied its judgment in
assessing the costs and benefits of those controls and procedures, which by their nature, can provide only reasonable assurance about management’s control
objectives. You should note that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and we
cannot assure you that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. Based upon this
evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective and operating to
provide reasonable assurance that we record, process, summarize, and report the information we are required to disclose in the reports that we file or submit
under the Exchange Act within the time periods specified in the rules and forms of the SEC, and to provide reasonable assurance that we accumulate and
communicate such information to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely
decisions about required disclosure.
Internal Control Over Financial Reporting
We have set forth management’s report on internal control over financial reporting and the attestation report of our independent registered public
accounting firm on our internal control over financial reporting in Part II, Item 8 of this Form 10-K, and we incorporate those reports here by reference.
We made no changes in internal control over financial reporting during the fourth quarter of 2022 that materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.
Item 9B. Other Information.
None.
61
MIF, L.L.C.
Fiscal Years Ended December 31, 2022, 2021, and 2020
With Report of Independent Auditors
MIF, L.L.C.
Financial Statements
Fiscal Years Ended December 31, 2022, 2021 and 2020
Contents
Report of Independent Auditors .......................................................................................................3
Audited Financial Statements
Balance Sheets .................................................................................................................................5

Statements of Income .......................................................................................................................6
Statements of Member’s Equity .......................................................................................................7
Statements of Cash Flows ................................................................................................................8
Notes to Financial Statements ..........................................................................................................9
Ernst & Young LLP Tel: +1 703 747 1000
1775 Tysons Blvd Fax: +1 703 747 0100
Tysons, VA 22102 ey.com
Report of Independent Auditors
We have audited the financial statements of MIF, L.L.C., which comprise the balance sheets as of December
31, 2022 and 2021, and the related statements of income, member’s equity and cash flows for the years then
ended, and the related notes (collectively referred to as the “financial statements”).
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial
position of MIF, L.L.C. at December 31, 2022 and 2021, and the results of its operations and its cash flows
for the years then ended in accordance with the 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 (GAAS). 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 that 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 of 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 for one year after the date that 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
of 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 GAAS 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.
In performing an audit in accordance with GAAS, we:
 Exercise professional judgment and maintain professional skepticism throughout the audit.
A member firm of Ernst & Young Global Limited

 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 audit.
March 27, 2023
A member firm of Ernst & Young Global Limited

MIF, L.L.C.
BALANCE SHEETS
As of December 31, 2022 and 2021
($ in Thousands)
2022 2021
ASSETS
Current Assets
Accounts receivable, net $ 8,686 $ 9,321
Total current assets 8,686 9,321
Intangible assets, net 24,643 27,439

Due from related parties, net 315,367 260,830
Total assets $ 348,696 $ 297,590
LIABILITIES AND MEMBER'S EQUITY

Current Liabilities
Accounts payable $ 2,233 $ 2,701
Deferred income - current portion 1,426 1,548
Total current liabilities 3,659 4,249
Deferred income - non current portion 5,859 7,626

Total liabilities 9,518 11,875
Member's Equity
Membership interest 20,000 20,000
Note receivable and accrued interest from Member (5,899) (5,792)
Retained earnings 271,507 238,658
Current-year earnings 53,570 32,849
Total member's equity 339,178 285,715
Total liabilities and member's equity $ 348,696 $ 297,590
See accompanying notes to financial statements
Page | 5
MIF, L.L.C.
STATEMENTS OF INCOME
For the Periods ended December 31, 2022, 2021 and 2020
($ in Thousands)
2022 2021 2020

REVENUES
Franchise fees $ 70,646 $ 50,963 $ 33,957
Licensing fees 4,245 4,424 2,691
Gross fee revenue 74,891 55,387 36,648
Contract investment amortization (1,506) (1,546) (1,591)
Net fee revenues 73,385 53,841 35,057
Cost reimbursement revenue 14,554 10,850 17,139
87,939 64,691 52,196
OPERATING COST AND EXPENSES

Related party royalty expense $ 26,955 19,448 13,267
Amortization and depreciation expense 67 67 67
General, administrative, and other 1,341 2,783 2,322
Reimbursed expenses 14,554 10,850 17,139
42,917 33,148 32,795
OPERATING INCOME 45,022 31,543 19,401
Interest income 8,548 1,306 2,318

NET INCOME $ 53,570 $ 32,849 $ 21,719
Page | 6
MIF, L.L.C.
STATEMENTS OF MEMBER’S EQUITY
($ in Thousands)
Note
Receivable and
Accrued Total
Membership Interest from Retained Member's
Interest Member Earnings Equity
Balance as of December 31, 2019 20,000 (5,522) 216,939 231,417
Accrued interest receivable - (179) - (179)
Net income - - 21,719 21,719
Balance as of December 31, 2020 $ 20,000 $ (5,701) $ 238,658 $ 252,957
Net income - - 32,849 32,849
Net income - - 53,570 53,570
Page | 7
MIF, L.L.C.
STATEMENTS OF CASH FLOWS
($ in Thousands)
2022 2021 2020

OPERATING ACTIVITIES
Net income $ 53,570 $ 32,849 $ 21,719
Adjustments to reconcile to cash provided by operating activities:
Amortization and depreciation 1,573 1,236 1,604
Accounts receivable 635 (1,624) 4,052
Due from related parties (54,537) (32,698) (22,968)
Accounts payable (468) 668 (529)
Deferred income (1,889) (1,496) (2,230)
Contract acquisition costs 1,223 1,156 (1,469)
Interest receivable (107) (91) (179)
Net cash provided by operating activities - - -
INVESTING ACTIVITIES
Net cash provided by investing activities - - -
FINANCING ACTIVITIES
Net cash provided by financing activities - - -
INCREASE (DECREASE) IN CASH AND CASH EQUIVALEN - - -

CASH AND CASH EQUIVALENTS, beginning of period - - -
CASH AND CASH EQUIVALENTS, end of period $ - $ - $ -
Page | 8
MIF, L.L.C.
Notes to Financial Statements (continued)
($ in Thousands)
1. Description of Business
MIF, L.L.C. (“we,” “us,” or the “Company”) was formed on March 20, 2012 and is incorporated
as a limited liability company (“LLC”), in the state of Delaware. The Company’s sole member
is Marriott International, Inc. (“Marriott” or the “ Parent”). Upon the completion of its
franchise disclosure document in 2012, the Company began to offer franchises as a unit franchised
business using the Marriott name, designs, and systems, which it licenses from Marriott, to sell
Marriott branded products and other products at specified locations in the United States of America
that are approved by the Company.
The Marriott franchise system is characterized by certain patents, trademarks, logos, operating
systems, operating manuals, training, and distinctive hotel design and color schemes, and
includes materials and methods for marketing and selling Marriott branded products and other
products.
During the years ended December 31, 2022, 2021, and 2020, the Company transferred 12, 19,
and 5 franchise agreements to Marriott, respectively. There were no new or relicensed
agreements executed that added properties to MIF, L.L.C.
Page | 9
MIF, L.L.C.
($ in Thousands)
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements present the results of operations, financial position, and
cash flows of the Company in accordance with generally accepted accounting principles in the
U.S. (“U.S. GAAP”). Preparation of financial statements in conformity with U.S. GAAP requires
management to make estimates and assumptions that affect the reported amounts of assets and
liabilities as of the date of the financial statements, the reported amounts of revenues and expenses
during the reporting periods, and the disclosures of contingent liabilities. Accordingly, ultimate
results could differ from those estimates.
Revenue Recognition and Cost Reimbursements
Our revenues primarily include franchise fees, licensing fees, and cost reimbursements. For our
franchised hotels, we have a performance obligation to provide franchisees and operators a license
to our hotel system intellectual property for use of certain of our brand names. As compensation
for such services, we are typically entitled to initial application fees and ongoing royalty fees. Our
ongoing royalty fees represent variable consideration, as the transaction price is based on a
percentage of certain revenues of the hotels, as defined in each contract. We recognize royalty fees
on a monthly basis over the term of the agreement as those amounts become payable. Initial
application and relicensing fees are fixed consideration payable upon submission of a franchise
application or renewal and are recognized on a straight-line basis over the initial or renewal term
of the franchise agreements.
Under our franchise agreements, franchisees participate in certain centralized programs and
services, such as marketing, sales, reservations, and insurance programs. Marriott operates these
programs and services for the benefit of our franchisees. These programs and services do not
generate a profit over the contract term, and accordingly, when we recover the costs associated
with administering these programs and services from our franchisees, we do not seek a mark-up.
The amounts we charge for these programs and services are generally a combination of fixed fees
and variable fees based on sales or other metrics and are payable on a monthly basis. We recognize
revenue within the “Cost reimbursement revenue” caption of our Income Statements when the
amounts may be billed to franchisees, and we recognize expenses within the “Reimbursed
expenses” caption as they are incurred, which is simultaneous.
Page | 10
MIF, L.L.C.
($ in Thousands)
2. Summary of Significant Accounting Policies (continued)
Contract Balances
We generally receive payments from customers as we satisfy our performance obligations. We

record a receivable when we have an unconditional right to receive payment and only the passage
of time is required before payment is due. We record deferred revenue when we receive payment,
or have the unconditional right to receive payment, in advance of the satisfaction of our
performance obligations related to franchise application and relicensing fees. In 2022, we
recognized revenue of $1,759 that was deferred as of December 31, 2021, and in 2021, we
recognized revenue of $2,176 that was deferred as of December 31, 2020.
Costs Incurred to Obtain Contracts with Customers
We incur certain costs to obtain contracts with customers, which we capitalize and amortize on a
straight-line basis over the initial, non-cancellable term of the contract. We classify incremental
costs of obtaining a contract with a customer in the “Intangible assets, net” caption of our Balance
Sheets, the related amortization in the “Contract investment amortization” caption of our Income
Statements, and the cash flow impact in the “Amortization and depreciation” and “Due to
related parties” captions of our Statements of Cash Flows. See Footnote 3. Intangible Assets
for information on capitalized costs incurred to obtain contracts with customers.
Related Party Transactions
Related party transactions are the result of transactions with and between subsidiaries of Marriott.
Transactions are classified as current or non-current assets and liabilities depending on the original
maturity terms of the transaction. Non-current assets and liabilities are transactions with original
maturities greater than one year. Transactions with related party entities resulting in both
receivables from and payables to an individual related party entity as of the balance sheet date are
presented on a net basis. Related party receivables, net for the years ended December 31, 2022
and 2021, were $315,367 and $260,830, respectively. The related party transactions are classified
as non-current.
The related party transactions incur interest at rates of 3.0%, 0.5%, and 1.0% for 2022, 2021, and
2020, respectively, based on the Internal Revenue Service Short-term Applicable Federal Rate.
Interest income for the years ended December 31, 2022, 2021, and 2020 was $8,441, $1,215, and
$2,139, respectively.
Page | 11
MIF, L.L.C.
($ in Thousands)
The financial statements include an allocation of costs that are necessary to operate MIF as if it
were a stand-alone business. Payments for Marriott corporate administrative services on hotel
development, hotel brand management, and internal and external professional services (treasury,
legal, accounting, finance, human resources, and tax) are allocated and charged to the Company
based on its proportional share of domestic administrative costs, which is determined by the
percentage of domestic revenue earned by Marriott. The Company is charged a 1% markup on
the final allocated amount. The Company believes the proportional cost allocation is an appropriate
method of allocating costs from i t s Parent. Corporate allocation costs for the years ended
December 31, 2022, December 31, 2021, and December 31, 2020 was $1,396, $3,829, and
$2,157, respectively.
Royalties for licensing of the Marriott franchise system are charged to the Company at a rate of
2% of the underlying franchised properties’ gross room revenue, and food and beverage revenue
for full-service hotels. Other transactions with related parties predominantly include acquisitions
of intangible assets, which were exchanged at Marriott’s net book value of the underlying asset on
the date of the acquisition, and other transactions carried out on a cost reimbursement basis.
On April 2, 2012, the Company was capitalized with a $20,000 note receivable (the “Note”) from
the Parent. The Note has no maturity but is due and payable on demand by the Company. The Note
bears interest at approximately 1.85% and 1.59% for 2022 and 2021, respectively, adjusted
annually on January 1 of each subsequent year to the London Interbank Offered Rate (“LIBOR”)
plus 125 basis points.
The twelve-month USD LIBOR tenor will cease to be published after June 30, 2023. The Note has
not yet been modified to replace LIBOR with an alternative benchmark rate and does not currently
include fallback provisions to provide for such alternative benchmark rates. The parent anticipates
that the Note will be amended during 2023 to replace LIBOR with Secured Overnight Financing
Rate (“SOFR”) plus a spread.
Cash and Equivalents
We consider all highly liquid investments with an initial maturity of three months or less at date
of purchase to be cash equivalents. At December 31, 2022 and 2021, the Company does not have
a cash balance. Transactions, substantially all of which are with the Parent, are recorded through
related party receivable and payable accounts.
Page | 12
MIF, L.L.C.
($ in Thousands)
Impairment
We evaluate an intangible asset for impairment when changes in circumstances indicate that we
may not be able to recover the carrying value; for example, when there are material adverse
changes in projected revenues or expenses, significant under performance relative to historical or
projected operating results, or significant negative industry or economic trends. If indicators of
impairment are identified, we test the intangible asset for impairment by comparing its carrying
value to the consideration that we expect to receive in the future and that we have received but
have not recognized as revenue, in exchange for the goods or services to which the asset relates
(“the consideration”), less the costs that relate directly to providing those goods or services and
that have not been recognized as expenses. If the comparison indicates that the carrying value of
the asset is less than the future consideration less the related expenses, we recognize an impairment
loss for the difference. No impairment charges have been recorded during the years ended
December 31, 2022, 2021 or 2020.
Receivables
The Company’s receivables balance consists of current trade receivables. Trade receivables are
carried at amortized cost less an allowance for credit losses. The Company’s allowance for credit
losses is measured over the contractual life of the instrument based on an assessment of historical
collection activity and current and forecasted future economic conditions. Our allowance for credit
losses was $117 at December 31, 2022 and $233 at December 31, 2021.
Legal Contingencies
We are subject to various legal proceedings and claims, the outcomes of which are subject to
significant uncertainty. We record an accrual for legal contingencies when we determine that it is
probable that a liability has been incurred and the amount of the loss can be reasonably estimated.
In making such determinations we evaluate, among other things, the probability of an unfavorable
outcome and, when it is probable that a liability has been incurred, our ability to make a reasonable
estimate of the loss. We review these accruals each reporting period and make revisions based on
changes in facts and circumstances. There w e r e no accruals related to legal contingencies
at December 31, 2022 and 2021, respectively.
Page | 13
MIF, L.L.C.
($ in Thousands)
Income Taxes
The Company is an LLC and under the existing provisions of the Internal Revenue Code and
applicable state tax law, income and losses of the LLC flow through to the member of the LLC;
accordingly, no provision for federal and state income taxes has been provided for in the
accompanying financial statements of the Company.
New Accounting Standards
We do not expect that accounting standards updates issued to date and that are effective after
December 31, 2022 will have a material effect on our Financial Statements.
3. Intangible Assets
The following table details the composition of our intangible assets:
2022 2021
Costs incurred to obtain contracts with customers $ 31,930 $ 35,971

Other contract intangibles 1,922 1,816
$ 33,852 $ 37,787
Accumulated amortization (9,209) (10,348)
$ 24,643 $ 27,439
We capitalize only incremental costs that Marriott incurs on our behalf to acquire franchise and
license agreements, which we reimburse through a related party payable. We record these costs
incurred to obtain contracts with customers within the “Intangible assets, net” caption of our
Balance Sheets. We amortize these costs on a straight-line basis over the initial term of the
underlying agreements, ranging from 10 to 30 years, in the “Contract investment amortization”
caption of our Income Statements.
In 2019, the Company recorded intangible assets of $1,764 related to its Parent’s acquisition of its
partner’s remaining interest in a joint venture. The related franchise contracts have a weighted-
average term of 24 years. We amortize the acquired intangible assets on a straight-line basis over
the remaining term of the underlying agreements and record the expense in the “Amortization
and depreciation expense” caption of our Income Statements. The Company derecognized the
carrying amount of all previously capitalized costs incurred to obtain these contracts of $3,105. For
these acquired definite-lived intangible assets, our estimated aggregate amortization expense for
each of the next five fiscal years through December 31, 2027, will be approximately $67.
Page | 14
MIF, L.L.C.
($ in Thousands)
4. Subsequent Events
The Company has evaluated subsequent events for recognition and disclosure through March 27,
2023, the date of these financial statements and determined there were no recognized or
unrecognized events that would require an adjustment or additional disclosure as of December 31,
2022.
Page | 15

GUARANTEE OF PERFORMANCE
For value received, MIF, L.L.C., a Delaware limited liability company (the “Guarantor”),
located at 7750 Wisconsin Avenue, Bethesda, Maryland 20814, absolutely and unconditionally
guarantees to assume the duties and obligations of Marriott International, Inc. located at 7750
Wisconsin Avenue, Bethesda, Maryland 20814 (the “Franchisor”), under its franchise registration in
each state where the franchise is registered, and under its Franchise Agreement identified in its 2023
Franchise Disclosure Document, as it may be amended, and as that Franchise Agreement may be
entered into with franchisees and amended, modified or extended from time to time. This guarantee
continues until all such obligations of the Franchisor under its franchise registrations and the Franchise
Agreement are satisfied or until the liability of Franchisor to its franchisees under the Franchise
Agreement has been completely discharged, whichever first occurs. The Guarantor is not discharged
from liability if a claim by a franchisee against the Franchisor remains outstanding. Notice of
acceptance is waived. The Guarantor does not waive receipt of notice of default on the part of the
Franchisor. This guarantee is binding on the Guarantor and its successors and assigns.
The Guarantor signs this Guarantee of Performance at Bethesda, Maryland on March 31, 2023.
GUARANTOR:
MIF, L.L.C.
By:
Name: Felitia Lee
Title: Authorized Signatory
2023 Guaranty of MIF L.L.C.:3357635_2

EXHIBIT K
MANUALS, STANDARDS, AND RESOURCES

MANUALS, STANDARDS AND RESOURCES – WESTIN HOTELS
(as described in Item 11 of the Disclosure Document)
Standards
Standards are made available to you through an online resource. This resource contains a complete listing
of standards for Westin Hotels. The resource contains approximately 700 pages of information
concerning the following subjects:
• Global Design
• Communications
• Engineering
• Event Management
• Finance and Accounting
• Fitness Center & Recreation
• Food and Beverage
• Front Office
• Golf
• Housekeeping
• Human Resources
• Loyalty Program – Marriott Bonvoy
• Quality Assurance
• Retail
• Risk Management
• Sales, Marketing and Revenue Management
• Technology
• Sustainability
• Procurement
Resource Specific to Conversions and New Property Openings
An online resource is available to you for specific information related to converting or opening a new
hotel property. Users can locate information about:
• Opening Guidelines: Timelines, Critical Path Checklists

• Operations: Resource Order Form, Opening Requirements, OS&E
• Sales and Marketing: MARSHA Training, Grand Opening Guide
• Training: Culture Orientation, Required Training, Training Snapshot
• Global Design, Interior Design, Procurement, Interior Graphics & Exterior Signage
Architecture and Construction
A comprehensive, detailed online guide for all pertinent Architecture and Construction (A&C) documents
is available on LOBO for all Westin Hotels. The guide is filled with information relating to the design
and construction of Westin Hotels and acts as a resource for all applicable personnel involved in the
conversion or development of a Westin Hotel.
1
3148631v2 – Manuals, Standards and Resources (WE)
EXHIBIT L
SERVICE AGREEMENTS
«MARSHA»
TRADITIONAL REVENUE MANAGEMENT

CONSULTING AGREEMENT
THIS TRADITIONAL REVENUE MANAGEMENT CONSULTING AGREEMENT
(“Agreement”) is made and entered into this 1st day of January, 2022 (“Commencement Date”)
By and between «Manager» (“Management Company”), and Marriott International, Inc.
(“Franchisor”).
RECITALS:
WHEREAS, Franchisor and Franchisee are parties to a Franchise Agreement (as it may be
amended, modified, supplemented or restated from time to time, the “Franchise Agreement”),
which granted Franchisee the non-exclusive right and franchise to operate the «Property»
«BRAND_ACRO» hotel located at «Address», «City», «State» «Zip_Code» (the “Hotel”);
WHEREAS, Franchisor provides certain revenue management services to certain

franchisees of its hotels for a fee;
WHEREAS, Franchisee desires that Franchisor provide certain revenue management

services to Franchisee with respect to the Hotel; and
WHEREAS, Franchisor desires to provide certain revenue management services to

Franchisee with respect to the Hotel, on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby specifically
acknowledged, the parties agree as follows:
1. Scope of Services. Franchisor shall provide the revenue management services set
forth on Schedule “A” attached hereto and made a part hereof (the “Services”) to Franchisee with
respect to the Hotel. If the hotel did not participate in Franchisor’s revenue management services
in 2021, Franchisor shall provide the set-up services described in Schedule C, for the fee set forth
in Schedule C. The set-up services shall otherwise be deemed part of the “Services” for purposes
of this Agreement. In the event that Franchisee has elected to participate in the weekend support
program, Franchisor shall provide the revenue management weekend services set forth on
Schedule A and such weekend services shall also be deemed part of the “Services” for purposes
of this Agreement. If Franchisee has not elected to participate in weekend services, all references
to, and costs for, weekend support services herein shall not apply to Franchisee. Franchisor’s
personnel who assist in providing the Services shall be qualified in and dedicated to revenue
management. Both parties acknowledge and agree that Franchisee is under no obligation to comply
with any recommendations made by Franchisor in connection with this Agreement, including but
not limited to recommendations regarding pricing, inventory, room allocation or rate allocation.
Franchisee expressly reserves the right to make, and is ultimately responsible for, any and all
decisions relating to pricing, rate allocation and all other revenue management issues. Nothing
contained herein should be considered a representation or warranty by Franchisor that compliance
with any recommendations made by Franchisor in connection with this Agreement, including but
not limited to recommendations regarding pricing, inventory, room allocation or rate allocation
will produce, increase or optimize profits of Franchisee.
CONFIDENTIAL & PROPRIETARY INFORMATION

«MARSHA»
2. Confidentiality. Franchisee shall not, during the term of this Agreement or

thereafter, without Franchisor’s prior written consent, which consent may be granted or withheld
in Franchisee’s sole discretion, communicate, transmit, divulge, copy, duplicate, record, or
otherwise reproduce, or use for the benefit of any third party or business other than the Hotel, in
whole or in part, any documentation, software or other confidential information, knowledge, or
know-how associated with the Services provided under this Agreement which may be
communicated or provided to Franchisee, or of which Franchisee may be apprised, by virtue of
Franchisee’s operation under this Agreement, or otherwise make the same available to any
unauthorized person. Franchisee shall divulge such information only to such of Franchisee’s
employees or agents as must have access to it in order to operate the Hotel; all other persons shall
be deemed “unauthorized” for purposes of this Agreement. All such information, including
without limitation, market data and recommendations by Franchisor regarding rates, pricing,
inventory, room allocations and rate allocations, is confidential and provided by Franchisor to
Franchisee solely for the purposes of operating the Hotel, and Franchisee expressly acknowledges
that such information shall not be used or considered in any respect by the Franchisee in reaching
decisions for any other hotels owned, operated or franchised by the Franchisee. The information
that is the subject of this Section 2 shall be deemed “Confidential Information” for purposes of the
Franchise Agreement. The obligations of Franchisee under this Section 2 shall survive the
termination of this Agreement.
3. Extra Services. Any services not included in the Services shall be performed by
Franchisor only when requested by Franchisee in writing and specifically agreed to by Franchisor.
Any additional cost or fees to be paid for such extra services shall be agreed to in writing by both
parties.
4. Term and Termination. The initial term of this Agreement shall begin on the
Commencement Date and shall expire either (1) December 31 of that same year, if the
Commencement Date is between January 1st and June 30, or (2) December 31 of the next year, if
the Commencement Date is between July 1 and December 31. For purposes of clarity, if the
Commencement Date is November 5, 2021, the initial term will expire on December 31, 2022.
This Agreement shall automatically renew for successive terms of one calendar year each unless
either party provides written notice of non-renewal at least ninety (90) days in advance of the
expiration of the then-current term. In addition, Franchisee shall have right to terminate this
Agreement by providing written notice of such termination to Franchisor within thirty (30) days
after receipt of notice of an increase in the fee Franchisor charges for the Services, if such fee
increases by more than ten percent (10%) from the prior calendar year, such termination to be
effective as of the later of (i) the effective date of the fee increase or (ii) thirty (30) days after such
notice of termination is delivered to Franchisor. In the event that Franchisee fails to make any
payments required to be made to Franchisor hereunder, which is not cured within ten (10) business
days after receipt of notice of non-payment, Franchisor shall have the right to terminate this
Agreement upon notice to Franchisee. In addition, if the Franchise Agreement is terminated for
any reason during the term of this Agreement, this Agreement shall terminate at the same time as
the Franchise Agreement is terminated; provided that if the Franchise Agreement is terminated
and a new franchise agreement is entered (with Franchisee or another person or entity) with respect
to the Hotel, this agreement shall be assigned to and assumed by the new franchisee and Franchisee
will cause the new franchisee to execute any acknowledgements reasonably requested by
Franchisor to signify its agreement to be bound by the provisions of this Agreement. Except as
otherwise provided in this Section 4, a party shall have the right to terminate this Agreement if the
other party materially breaches this Agreement and fails to remedy such breach within thirty (30)

«MARSHA»
days after receipt of written notice thereof specifying the nature of such breach. The rights of
termination under this Section 4 are in addition to whatever rights the non-defaulting party may
have at law or in equity; provided that, in no event shall Franchisor be liable to Franchisee in an
amount greater than the amounts previously paid by Franchisee for the Services giving rise to the
liability.
5. Fee. Franchisor will charge Franchisee a fee for each month on the first day of the
month for the Services as set forth in Schedule “B” to this Agreement, which shall be pro-rated for
any partial month for which the Services are performed. In addition, if the Hotel did not participate
in Franchisor’s revenue management services during 2021, Franchisor will provide the set-up
services described in Schedule C to this Agreement and charge Franchisee the one-time fee set
forth in Schedule C. The fee shall be due in full 60 days after the Commencement Date. Franchisee
agrees to pay such fees to Franchisor within fifteen (15) days of receipt of an invoice therefore.
Any payments not actually received by Franchisor on or before the due date shall be deemed
overdue. Franchisor may modify the fee effective as of the beginning of any renewal term, subject
to Franchisee’s right to terminate this Agreement discussed in Section 4, above.
6. Indemnification. Franchisee agrees to defend, indemnify and hold harmless

Franchisor its affiliates, and each of their officers, directors, agents and employees, from and
against any and all actions, costs, claims, losses, expenses and/or damages, including attorney’s
fees, arising out of or resulting from the performance of the Services. The obligations of
Franchisee under this Section 6 shall survive the termination of this Agreement.
7. Licenses and Permits. If any governmental license or permit is required for the
provision of the Services, then Franchisor, at its expense, shall duly procure and thereafter maintain
such license or permit and make the same available for inspection by Franchisee during normal
business hours upon reasonable advance notice.
8. Limited Delegation of Authority. In order to efficiently and effectively manage

room inventory consistent with the interests of Franchisee, Franchisee appoints Franchisor as its
limited agent with authority to take such actions as set forth in the “Inventory Management”
portion of Schedule “A” (“Inventory Management Actions’) as Franchisor deems appropriate.
Franchisee expressly reserves the right to override any Inventory Management Actions taken by
Franchisor. In periodic revenue management meetings (each a “Consultation”), Franchisee shall
communicate to Franchisor any concerns with respect to Inventory Management Actions taken by
Franchisor since the last Consultation, and shall provide to Franchisor specific guidance for taking
future Inventory Management Actions. In the absence of explicit disapproval at a Consultation,
Franchisee shall be deemed to have approved and authorized all Inventory Management Actions
taken by Franchisor after the previous Consultation.
9. Independent Contractor. This Agreement does not create a fiduciary relationship

between Franchisor and Franchisee. All persons employed to furnish the Services are employees
of Franchisor and not of Franchisee. Franchisor shall perform the Services as an independent
contractor, except that Franchisor will have the right to act on Franchisee’s behalf when taking
Inventory Management Actions. When Franchisor acts for Franchisee as set forth in the preceding
clause, Franchisee retains all risk of loss for unsold or cheaply sold inventory.
10. Assignment. This agreement may not be assigned by Franchisee in whole or part
without the prior written consent of Franchisor which will not be unreasonably withheld.

«MARSHA»
Franchisor shall have the right to transfer this Agreement to any person or entity without prior
notice to, or consent of, Franchisee, provided the transferee assumes Franchisor’s obligations to
Franchisee under this Agreement. Franchisee hereby acknowledges and agrees that any such
transfer by Franchisor shall constitute a release and novation of Franchisor with respect to this
Agreement.
11. Notices. Notices, requests, demands and other communication hereunder shall be
in writing and shall be forwarded by registered or certified mail as follows:
12. Entire Agreement. This Agreement contains the entire agreement between the
parties with respect to its subject matter, superseding any prior agreements and writings, and it
may not be changed other than by an agreement in writing signed by the parties.
IN WITNESS WHEREOF, the parties hereto have executed the Agreement the day and
year first above written.
MANAGEMENT COMPANY:
«Manager»
By: _________________________________
Title: _________________________________
Date: _________________________________
FRANCHISOR:
By: __________________________________
Revenue Management – RMAS

«MARSHA»
Schedule A
Revenue Management Advisory Services
Tier I 2022
Revenue Management Advisory Weekend Services Tier 1 (if applicable)

«MARSHA»
Schedule B
2022 Cost Matrix
Revenue Management Advisory Service
2022 Cost for Tier I
Annual Fee for 2022 of: $12,656 USD / $14,057 CAD for Tier 1 Services
The fee is billed in equal payments of $1,054.67 USD / $1,171.42 CAD per month.
2022 Cost for Tier I Weekend Services (if applicable)
Annual Fee for 2022 of: $[________________] Tier 1 Weekend Services
The fee is billed in equal payments of $_____ USD / $____ CAD per month.
**Revenue Management costs are to be allocated equally to all participating properties and trued
up annually to ensure all costs are recovered.
Schedule C
2022 One-Time Set-Up Fee
Revenue Management – Remote Solutions
If the Hotel did not participate in Franchisor’s revenue management services during 2021,
Franchisor will provide the set-up services described in this Schedule C and charge Franchisee
the one-time fee described below. A new-build hotel or a hotel recently converted to a Marriott-
brand franchised hotel will not be assessed this fee if the Franchisee signed a letter of intent
more than 60 days prior to opening. The fee shall be due in full 60 days after the
Commencement Date.
Set-Up Services & Fees
The Revenue Management team will conduct a systems diagnostic audit. The set-up cost for
each hotel is $3,500 USD. Key elements of the fee include the One Yield 5 step inventory
process, rate program reviews, special event set up, review of RPO comp set, Super Nova rate
parity, High Performance Pricing set up, and eFast set up.
The audit will include:
• Systems Diagnostic Audit report with findings and recommendations

• 60-minute meeting to review findings & recommendations
• Execution of all agreed upon changes to hotel systems.

«MARSHA»
Schedule A
Tier II 2022

«MARSHA»
Schedule B
2022 Cost Matrix
2022 Cost for Tier II
Annual Fee for 2022 of: $19,480 USD / $23,476 CAD for Tier I1 Services
2022 Cost for Tier II Weekend Services (if applicable)
.
Schedule C
Commencement Date.


«MARSHA»
Schedule A
Tier III 2022

«MARSHA»
Schedule B
2022 Cost Matrix
2022 Cost for Tier III
Annual Fee for 2022 of: $32,352 USD / $39,922 CAD for Tier II1 Services
The fee is billed in equal payments of $2,696 USD / $3,326.83 CAD per month.
2022 Cost for Tier III Weekend Services (if applicable)
Schedule C
Commencement Date.

1
0
«MARSHA»
Schedule A
Tier IV 2022
1
1
«MARSHA»
Schedule B
2022 Cost Matrix
2022 Cost for Tier IV
Annual Fee for 2022 of: $64,706 USD / $79,844 CAD for Tier IV Services
2022 Cost for Tier IV Weekend Services (if applicable)
.
Schedule C
Commencement Date.

1
2
«MARSHA»
Schedule A
Tier V 2022
1
3
«MARSHA»
Schedule B
2022 Cost Matrix
2022 Cost for Tier V
Annual Fee for 2022 of: $92,904 USD / $114,639 CAD for Tier V Services
The fee is billed in equal payments of $7,742 USD / $9,553.25 CAD per month.
2022 Cost for Tier V Weekend Services (if applicable)
Schedule C
Commencement Date.

1
4
SHARED SERVICES AGREEMENT
THIS SHARED SERVICES AGREEMENT (this “Agreement”) is made and entered into this
___Month dd_______, yyyy_ (the “Commencement Date”) by and between Marriott International
Administrative Services, Inc. and Franchisee, as such term is defined in the Franchise Agreement relating
to the [INSERT NAME OF HOTEL]and MARSHA code [INSERT MARSHA OF HOTEL] (“Hotel”).
RECITALS:
WHEREAS, Marriott International Administrative Services, Inc. and/or one or more of its affiliates
(“Marriott”) and Franchisee are parties to a Franchise Agreement (as it may be amended, modified,
supplemented, or restated from time to time, the “Franchise Agreement”).
WHEREAS, Marriott has organized the efforts of associates located within a particular geographic
area and/or according to relevant groupings (the “Market”) to perform one or more services behalf of
Marriott hotels located within the Market that agree to receive services on a shared basis (“Shared
Service(s)”) as listed in Attachment A and whose scope and costs are detailed in an exhibit (the “Exhibits”),
attached hereto and made a part hereof;
WHEREAS, such Shared Services are provided in accordance with this Agreement;
WHEREAS, each Shared Service taken together with and subject to this Agreement or a similar
agreement constitutes a unique program and takes place within a Market (“Program”);
WHEREAS, Franchisee has independently assessed the Programs and determined that the potential
benefits of participating in the Programs justify the risks of participation, and has therefore requested that
the Hotel participate in the Programs; and
WHEREAS, Marriott is willing to allow such participation on the terms and conditions set forth
herein.
NOW, THEREFORE, in consideration of the benefits to be derived herefrom, the receipt and
sufficiency of which are hereby acknowledged by each of the parties hereto, it is hereby agreed as follows:
1. Program Participation. The Hotel will participate in one or more Programs.
2. Program Organization. Marriott will organize and staff the Programs to provide Shared
Services for the Hotel and the other hotels participating in each such Program.
2023 Ex L - Service Agts - Area Sales/Multi Hotel Sales Service Agt (all brands) - FINAL:3360732_2 (03/31/2023)
3. Allocation of Costs.
a. The costs and expenses of implementing and deploying the Programs will be
allocated among the hotels receiving a Shared Service as part of a Program in accordance with the cost and
allocation methodology described in the corresponding Exhibits. The Hotel’s share of the costs will be
allocated and invoiced either (i) as the costs are incurred, or (ii) at the time the Franchisee elects to
participate in the Program, whichever is later. The costs of implementing and deploying the Programs do
not include the ongoing operating costs that are described in 3.b. below.
b. Costs and expenses of a Program shall include, without limitation, wages, benefits,
and bonuses of the Program associates, as well as controllables such as startup expenses, rent, office
supplies, postage, telephone expenses, travel expenses, training, entertainment, and depreciation of capital
expenditures such as computer systems, and office furniture and facilities (the “Operating Costs”). The
Hotel’s share of the costs of the Programs, including but not limited to the Operating Costs, will be allocated
and invoiced to Franchisee each month.
c. Franchisee shall make payment in compliance with the terms of each invoice,
Shared Service Agreement, and the Franchise Agreement.
d. Marriott may periodically evaluate the allocation methodologies set forth above in
Attachment A and/or Exhibits attached thereto. Should another allocation basis or methodology be
identified that better reflects each participating hotel’s share of the costs, as deemed by Marriott in its sole
discretion, this basis and/or methodology may be adopted. Any such change will be communicated to the
participating hotels, including the Hotel, and shall be applied without need to formally modify this
Agreement.
4. Addition or Withdrawal of Hotel from Market. If a hotel is added as a participant in

one or more Programs, the percentage share of the costs of such Program for each of the other hotels in the
Market may be adjusted proportionately by the new hotel’s share of such costs, if deemed practicable by
Marriott, as determined in accordance with this Agreement. If a hotel withdraws as a participant in the
Shared Service, the percentage share of the costs of the Shared Service for each of the other participating
hotels may be adjusted proportionately by the non-participating hotel’s share of such costs, if deemed
practicable by Marriott, as determined in accordance with this Agreement.
5. Scope of Services; Delegation and Limit of Authority.
a. Franchisee hereby authorizes Marriott to provide Shared Services to the Hotel as

part of a Program, which is listed in Attachment A and described in the relevant Exhibit.
b. Franchisee consents to Marriott, through the Programs, entering into any contract
or agreement related to the Shared Services, and will, upon request by Marriott, ratify and confirm any such
contract or agreement.
c. Franchisee is under no obligation to comply with any recommendations made by

Marriott in connection with this Agreement, Attachment A or the Exhibits, including but not limited to
recommendations regarding pricing, business mix, inventory or room or rate allocation, and Franchisee
acknowledges and agrees that the success of the Hotel’s participation in the Programs largely depends upon
Franchisee’s decisions regarding same.
d. Marriott is entitled to deal directly with the managers at the Hotel, regardless of
whether or not such managers are employees of Franchisee (or an affiliate thereof) or any independent
management company operating the Hotel (“Manager”), and to rely on the instructions of same in
connection with Marriott’s performance of the Services hereunder.
6. Obligations of Franchisee. Franchisee agrees to the following:
Franchisee, or Manager on behalf of Franchisee, may be required to undertake obligations

associated with those Programs in which it will be participating. The obligations and the Shared Services
to which they pertain are set forth in Attachment B. Any Franchisee procuring Shared Services listed in
Attachment A shall comply with the obligations related to such Shared Services.
Franchisee’s failure to comply with this Paragraph 6 shall be a default under this
Agreement.
7. Term and Termination.
a. Term and Termination. The initial term of this Agreement shall begin on the
Commencement Date and shall expire either (1) December 31 of that same year, if the Commencement
Date is between January 1st and June 30, or (2) December 31 of the next year, if the Commencement Date
is between July 1 and December 31. For purposes of clarity, if the Commencement Date is November 5,
2019, the initial term will expire on December 31, 2020. This Agreement shall automatically renew for
successive terms of one calendar year each unless either party provides written notice of non-renewal at
least ninety (90) days in advance of the expiration of the then-current term.
b. In the event that Franchisee is in default under this Agreement, Marriott may
terminate this Agreement by giving thirty (30) days’ written notice to Franchisee.
c. Subject to Section 7.d, Franchisee may terminate this Agreement by giving ninety
(90) days’ written notice to Marriott.
d. This Agreement will immediately terminate upon termination of the Franchise

Agreement; except in the event that Marriott consents to or approves the transaction (including a sale of the
Hotel or other transfer requiring the consent of Marriott) pursuant to which the Franchise Agreement is
terminated, in which case this Agreement may be assigned as set forth in any such consent or approval.
e. Franchisee acknowledges that Marriott may be damaged in several ways upon

termination of this Agreement pursuant to Paragraph 7.b or Paragraph 7.c (an “Event Termination”).
Franchisee acknowledges that certain costs and expenses related to the Hotel’s participation in the
Programs, as allocated to Franchisee pursuant to Paragraph 3 and Attachment A (including all of those costs
allocated pursuant to Exhibits attached thereto), have already been incurred by Marriott or accrued by
Franchisee prior to the date of the Event Termination (“Prior Costs”). Furthermore, certain costs and
expenses related to the Hotel’s participation in the Programs, as allocated or allocable to Franchisee
pursuant to Paragraph 3 and Attachment A and the Exhibits thereto, to be incurred by Marriott or accrued
by Franchisee, after the Event Termination (“Future Costs”) may not be recoverable. In the event of an
Event Termination, Marriott shall be entitled to recover from Franchisee, and Franchisee shall be obligated
to promptly pay to Marriott, no later than the date of termination of this Agreement, the Prior Costs and
Future Costs, as reasonably determined by Marriott. The parties agree that such payment is not a penalty
and represents a reasonable estimate of just and fair compensation of Marriott for the damages that it would
suffer for an Event Termination The parties agree that it is reasonable for Marriott to include in the
calculation of Future Costs those costs anticipated to be allocated to the Hotel (pursuant to the methodology
set forth in Exhibits attached hereto) for the remainder of the Initial Term or Renewal Term (as applicable)
as calculated according to Marriott’s most recent projection of such costs. Franchisee's obligation to pay
the Prior Costs and Future Costs shall survive termination of this Agreement.
8. Confidentiality. Franchisee shall not, and if Hotel is managed by a Manager then

Franchisee shall ensure that the Manager does not, during the Term of this Agreement or thereafter, without
Marriott’s prior written consent, communicate, divulge, copy, duplicate, record or otherwise reproduce, or
use for the benefit of any third party or business other than the Hotel, in whole or in part, any documentation,
software or other confidential information knowledge, or know-how associated with the Programs which
may be communicated or provided to Franchisee or the Manager or of which Franchisee or Manager may
be apprised, by virtue of Franchisee’s participation under this Agreement, or otherwise make the same
available to any unauthorized person. Franchisee shall ensure that the Manager shall divulge such
information only to such of Franchisee’s or Manager’s employees or agents as must have access to it in
order to operate the Hotel. All such information including without limitation, market data,
recommendations by Marriott regarding rates and customer information is confidential and provided by
Marriott to Franchisee and Manager solely for the purpose of operating the Hotel and honoring the contracts
entered into by Marriott for the Programs. Franchisee expressly acknowledges for itself and the Manager
that such information shall not be used or considered in any respect by the Franchisee or Manager in
reaching decisions for the other hotels owned, operated or franchised by the Franchisee. Franchisee
acknowledges and agrees that any unauthorized use of confidential information would cause irreparable
injury to Marriott for which no adequate remedy at law may be available, and Franchisee accordingly
consents to the issuance of an injunction prohibiting any conduct in violation of this Paragraph 8.
9. Representations, Warranties and Covenants of Franchisee. Franchisee represents,

warrants and covenants to Marriott that:
a. it is a legal entity duly formed, validly existing, and in good standing under the
laws of the jurisdiction of its formation, (ii) it has and will continue to have throughout the Term hereof the
ability to perform its obligations under this Agreement, and (iii) it has and will continue to have throughout
the Term hereof all necessary power and authority to execute and deliver this Agreement;
b. the execution and delivery of this Agreement by Franchisee (and by the person
signing this Agreement on behalf of Franchisee) and the performance by Franchisee of its obligations under
this Agreement (a) have been duly authorized by all necessary action; (b) do not require the consent of any
third parties (including lenders) except for such consents as have been properly obtained; and (c) do not
and will not contravene, violate, result in a breach of, or constitute a default under (A) Franchisee’s
certificate of formation, operating agreement, or other governing documents, (B) any regulation of any
governmental body or any decision, ruling, order, or award by which Franchisee or any of Franchisee’s
properties may be bound or affected, or (C) any agreement, indenture or other instrument to which
Franchisee is a party or by which any of Franchisee’s properties may be bound or affected; and
c. this Agreement is the legally valid and binding obligation of Franchisee,

enforceable against Franchisee in accordance with its terms; and
10. ACKNOWLEDGMENTS OF FRANCHISEE.
A. TO THE EXTENT THAT MARRIOTT IN THE COURSE OF DISCUSSIONS

REGARDING PARTICIPATION IN THE PROGRAMS OR BUDGETING FOR THE PROGRAMS HAS
PROVIDED ANY FINANCIAL INFORMATION OR PROJECTIONS, FRANCHISEE
ACKNOWLEDGES AND AGREES THAT SUCH INFORMATION OR PROJECTIONS WERE NOT
INTENDED AS A PROMISE, REPRESENTATION, OR WARRANTY OF PERFORMANCE AND
THAT FRANCHISEE DID NOT RELY ON ANY SUCH INFORMATION OR PROJECTIONS NOT
EXPRESSLY CONTAINED IN THIS AGREEMENT IN MAKING ITS DECISION TO SIGN THIS
AGREEMENT.
B. FRANCHISEE ACKNOWLEDGES THAT: (1) THE SALES AND

MARKETING OF THE HOTEL – AND THE FINANCIAL AND OPERATIONAL SUCCESS OF THE
HOTEL - WILL BE LARGELY DEPENDENT UPON THE ABILITY OF FRANCHISEE TO MARKET
AND OPERATE THE HOTEL AS AN INDEPENDENT BUSINESS, AND (2) THE SALES VOLUME,
REVENUE AND PROFIT OF THE HOTEL MAY DECLINE AFTER THE COMMENCEMENT DATE,
WHETHER OR NOT AS A RESULT OF MARRIOTT’S PERFORMANCE OF THE SERVICES OR
FRANCHISEE’S PARTICIPATION IN THE PROGRAMS. FRANCHISEE ACKNOWLEDGES AND
AGREES THAT MARRIOTT IS NOT ASSUMING OVERALL RESPONSIBILITY FOR THE
SUCCESS OR FAILURE OF THE HOTEL BY PROVIDING THE SERVICES, AND MARRIOTT IS
NOT PROVIDING ANY WARRANTY OR GUARANTEE, EXPRESS OR IMPLIED, AS TO THE
POTENTIAL SALES VOLUME, REVENUE, PROFIT OR SUCCESS OF THE HOTEL AS A RESULT
OF MARRIOTT’S PREFORMANCE OF THE SERVICES OR FRANCHISEE’S PARTICIPATION IN
THE PROGRAMS.
C. FRANCHISEE ACKNOWLEDGES THAT IT HAS READ AND

UNDERSTOOD THIS AGREEMENT, ATTACHMENTS AND EXHIBITS HERETO, 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
ACKNOWLEDGES THAT FRANCHISEE HAS HAD AN OPPORTUNITY TO NEGOTIATE, AND
HAS FULLY NEGOTIATED, THE ESSENTIAL STIPULATIONS OF THIS AGREEMENT AND
THAT SUCH STIPULATIONS WERE NOT UNILATERALLY IMPOSED ON IT BY MARRIOTT.
11. Indemnification. Franchisee agrees to defend, indemnify and hold harmless Marriott, its
affiliates, and each of their respective current and former officers, directors, shareholders, agents,
representatives and employees, and all other persons or entities acting on their behalf, from and against any
and all actions, costs, claims, losses, expenses and/or damages, including attorney's fees, asserted by third
parties, arising out of or resulting from the performance of the Services or any other action contemplated
by this Agreement.
12. Covenants not to Sue. Franchisee and Marriott hereby acknowledge their mutual
understanding that success under the Programs is uncertain, and their mutual desire to ensure that these
Programs not damage their existing relationship by resulting in contentious, distracting and expensive
litigation. Without limiting the generality of the foregoing, Franchisee further acknowledges that the
covenants set forth in this Paragraph 12 were a material inducement to Marriott to enter into this Agreement,
because of the impact of those covenants on the risks (and associated economic consequences) of
proceeding with this Agreement. In order to implement the foregoing acknowledgments, desires and
understandings, Franchisee and Marriott for themselves and their respective affiliates and subsidiaries and
the current and former officers, directors, shareholders, partners, employees, predecessors, successors,
attorneys, agents, representatives, and assigns and all other persons or entities acting on the behalf or
claiming under any of the foregoing , hereby covenant not to bring any suit, action, or proceeding, or make
any demand or claim of any type, against each other, or any of the foregoing entities or individuals, with
respect to (i) the Shared Services, or (ii) the Programs, or (iii) this Agreement and any action contemplated
by this Agreement, except that in the event that Franchisee fails to make payment of Prior Costs or Future
Costs in accordance with Paragraph 7.e hereof, Marriott may bring an action for the sole purpose of
collecting the payment of Prior Costs and/or Future Costs. Any party intended as a beneficiary of these
covenants not to sue may plead or assert this Paragraph 12 as a complete defense and bar to any claim
brought in contravention of this Paragraph 12 and, if any such claim is brought, the party asserting the claim
shall indemnify, defend, and hold harmless any and all such beneficiary parties from and against any such
claim.
13. Waiver of Trial by Jury. The parties to this Agreement hereby waive trial by jury in any
action, proceeding or counterclaim bought by either party against the other pertaining to any matters
whatsoever arising out of or in any way connected to this Agreement or the Shared Services.
14. Attorneys’ Fees. In the event any controversy, claim or dispute between the parties hereto,
arising out of or relating to this Agreement or the breach thereof, results in arbitration or litigation, the
prevailing party in such proceedings shall be entitled to recover from the losing party reasonable expenses,
15. Limitation of Liability/Specification of Remedy. Franchisee acknowledges and agrees

that Marriott is not responsible or liable for any unpaid bills or other failure to perform by any customer
pursuant to a contract entered into by Marriott on behalf of the Hotel. NOTWITHSTANDING ANYTHING
TO THE CONTRARY HEREIN, UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE
TO THE OTHER PARTY UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL,
EXEMPLARY, SPECIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES OR LOST PROFITS,
WHETHER FORESEEABLE OR UNFORSEEABLE, BASED ON CLAIMS ARISING OUT OF THE
BREACH OF THIS AGREEMENT MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN
TORT OR OTHERWISE. EACH PARTY’S SOLE REMEDIES BASED ON CLAIMS ARISING OUT
OF THIS AGREEMENT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR
OTHERWISE SHALL BE TERMINATION OF THE AGREEMENT PURSUANT TO PARAGRAPH 7
HEREOF, AND COMPENSATION PURSUANT TO THE FORMULA SET FORTH IN PARAGRAPH
7.E HEREOF.
16. Franchise Agreement Controls. The Franchise Agreement shall control the relationship
of the parties and this Agreement shall not amend, modify or affect any obligations or duties of the parties
under the Franchise Agreement.
between Marriott and Franchisee. Marriott shall perform its obligations under this Agreement as an
independent contractor where all persons employed to furnish the Shared Services are employees of
Marriott and not Franchisee, except that Marriott will have the right to act on Franchisee’s behalf when
booking reservations at the Hotel (or other booking activities) and for all sales activities, including
arranging group sales. When Marriott acts for Franchisee as set forth in the preceding clause, Franchisee
consigns hotel inventory to Marriott and retains all risk of loss of unsold or cheaply sold inventory.
18. Licenses and Permits. If any governmental license or permit is required for the proper
and lawful conduct of Marriott’s business or other activity carried on, in or at the Hotel, or if a failure by
Marriott to procure such a license or permit might or would in any way affect the operations of the Hotel,
then Marriott, shall duly procure and thereafter maintain such license or permit and submit same for
inspection by Franchisee.
19. Supplies and Equipment. Franchisee at its sole cost and expense shall furnish all
supplies, equipment and related expendables necessary or appropriate to provide the Shared Services.
20. Equal Opportunity Employer. Marriott affirms that it is an Equal Opportunity Employer
and will comply with laws and regulations prohibiting employment discrimination in the performance of
the Agreement.
21. Insurance. Franchisee and or management company will procure such insurance in
such amounts as required by Marriott.
a. At Marriott’s request all policies shall be specifically endorsed to provide that the
coverages obtained by virtue of this Agreement will be primary and that any insurance carried by the other
party shall be excess and non-contributory. All policies shall be specifically endorsed to provide that such
coverage shall not be canceled or materially changed without at least ten (10) days prior written notice to
the other party. Each party shall deliver certificates of insurance and any renewals thereof to the other party
which evidences the required coverages.
22. Assignment. This Agreement may not be assigned by Franchisee in whole or in part
without the prior written consent of Marriott.
23. Notices. Notices, requests, demands and other communications hereunder shall be in
writing and shall be sent pursuant to the notice provisions of the Franchise Agreement.
24. Choice of Law, Choice of Jurisdiction and Dispute Resolution. The terms of the
Franchise Agreement with respect to choice of law, choice of jurisdiction and dispute resolution shall apply
to terms of this Agreement.
25. Entire Agreement. This Agreement, including the attachments hereto and any
agreements executed in connection with this Agreement, contains the entire agreement between the parties
concerning the subject matter herein, superseding any prior agreements and writings, and it may not be
changed or modified other than by an agreement in writing signed by the parties.
IN WITNESS WHEREOF, the parties hereto have executed the Shared Service Agreement the
day and year first above written.
FRANCHISEE:
By: ____________________________________
Title:
MARRIOTT:
MARRIOTT INTERNATIONAL ADMINISTRATIVE SERVICES, INC.
By: ____________________________________
Name:
Title:
ATTACHMENT A
PROGRAMS
HOTEL LIST OF PARTICIPATING SHARED SERVICE
Exhibit A.1 - Multi-Hotel Sales

Exhibit B.1 - Area Sales
Exhibit B.2 - Area Sales-Sales Executive-MSB
EXHIBIT A.1 – Multi Hotel Sales /(+ M.com for US Hotels)
METHODOLOGY FOR ALLOCATION OF ONGOING OPERATING COSTS
The Program is comprised of Multi Hotel Sales/(+M.com for US Hotels), which ongoing operating
costs will be distributed among the participating Hotels based on the following:
Multi Hotel Sales/(+ M.com for US Hotels) operating costs will be distributed to all participating Hotels
each month based on each participating Hotel’s estimated share of the annual revenue volumes transacted
by the Multi Hotel Sales. The distributions will be subject to a true-up from time to time based on actual
year-to-date revenue volumes.
▪ The cost allocated to each hotel is capped at:
 For Full Service hotels, 140% of the average cost per “adjusted key” for all
represented Full Service hotels and
 For MSB hotels, 175% of the average cost per “adjusted key” of all represented
MSB hotel
▪ “Adjusted keys” equals the number of keys that a hotel has, plus 1 key for each 100 square
feet of meeting space. For example, a hotel that has 300 keys and 10,000 square feet of
meeting space would have 400 “adjusted keys.”
 “Cost per adjusted key” means the hotel’s pro-rated share of total organizational
costs based on Sales Office annual revenue volumes divided by the hotel’s adjusted
keys.
▪ For purposes of this calculation, MSB hotels that are sold by the Core or Large Group
teams in Multi Hotel Sales are considered Full Service hotels.
SCOPE OF SERVICES
The objective of the Program is to direct sell participating Hotels and sell group and banquet events,
meeting room space and other business for the Hotel to customers to attempt to meet Hotel budget
requirement for extended stay and group business.
To accomplish this objective, Multi Hotel Sales Team will provide services that include the
following:
 Lead refer opportunities from sales area to sales area to ensure opportunities are developed for hotels
across the Market.
 Provide active follow up on business opportunities to close those the Hotel leaders deem most
appropriate to the Hotel.
 Work with property Sales leadership to develop and implement direct sales strategies that address
market conditions and customer requirements.
 Negotiate and finalize customer contracts based upon pre-approved pricing authorization provided to
Marriott by Hotel.
 Support property Sales leadership who periodically meet with Hotel leadership to provide status
updates on the Program sales efforts.
 Meet periodically with property Sales leadership to understand the hotel’s performance to budget and
adapt selling strategy to changing demand conditions in the Market.
 Build and maintain a positive communication link between the Hotel and sales organization in order to
keep Hotel leadership effectively informed of market trends and conditions, competitive information
and customer needs to help the Hotel best capitalize on the demand available in the Market.
EXHIBIT B.1 - Area Sales
The Program is comprised of Area Sales, which ongoing operating costs will be distributed among
the participating Hotels based on the following:
Area Sales operating costs will be distributed as follows:
o For Market Strategy Leaders, the costs are allocated each period based on each represented
hotel’s share of the total room keys of all represented hotels.
 Room keys for any individual hotel or pre-approved complex locations sold together
are limited to 750.
o For Tactical Area Sales Leaders, the costs are allocated each period based on each represented
are limited to 750.
o For the Citywide Sales teams, the costs are allocated each period based on each represented
hotel's estimated share of the annual citywide room nights booked for those customers served by
the Citywide Sales team.
 The allocation of Citywide Sales Team operating costs is trued-up on a periodic basis based
on each represented hotel’s actual year-to-date share of the applicable volume metric(s).
SCOPE OF SERVICES
The objective of the Program is to provide both tactical and strategic leadership support to
participating Hotels in order to meet Hotel budget requirement for transient, extended stay and group
business.
To accomplish this objective, Area Sales Team will provide services that include the following:
 Serves as the primary sales contact for the General Managers (GMs), AVP’s and property leadership
teams.
 Focuses on building each property’s top line revenue by developing a sales strategy that utilizes on-
property and off-property sales channels to deliver results.
 Ensures area Sales and Marketing strategies and programs are in alignment with the overall market
goals.
 Manages the development and execution of a strategic account plan for the demand generators in the
market, and confirms sales team is leveraging Marriott International (MI) demand engines to full
potential.
 Engages with owners and asset managers and communicate account strategy and hotel’s performance
metrics.
 Assists in the development of key company-wide initiatives by providing detailed feedback, as well
as commitment and support.
 Builds effective relationships with all internal and external (e.g., owners / franchisees, General
Managers) stakeholders.
 Implements decision-making that balances the needs of the various stakeholder groups and promotes
the long-term viability of the business.
 Partners on cross functional initiatives in collaboration with Revenue Management, Marketing and
Digital leadership on the pull through of key discipline strategies.
ATTACHMENT B
OBLIGATIONS OF FRANCHISEE
I. Business Processes:
 Hotel will be required to keep office space with at least one “touch down” workspace for Area
Sales. Space will include two phones and two high speed internet access lines at no charge to
Marriott or the Program.
 Hotel will use Marriott’s standard template materials for all owner meetings including sales
reporting.
 Hotel will host Area Sales meetings on a rotating basis at Hotel’s expense.
 General Manager will ensure effective Event Management support at the Hotel and use and
support Marriott’s standard group and catering turnover process and billing requirements.
 All Hotel group and catering inventory will be made available to all sales channels and as
necessary, maintained by sales channels.
 MSB hotels will use Function Space Inventory (FSI) feature of Sales Force Automation
(SFAWeb) to keep and maintain function space availability via Multi Hotel Sales. Hotel in house
meetings will be booked by Multi Hotel Sales using FSI. Full Service hotels will use
Consolidated Inventory/Total Yield (CI/TY).
 All leads for group, or catering business must be directed to the appropriate Marriott sales
channel; Area Sales or Multi Hotel Sales.
II. Communications:
 General Managers, Area Sales Leaders and Area Directors will meet to discuss team performance
and progress as established by Area Sales Leader.
 Revenue Management and General Manager will identify sales strategy and General Manager
will communicate sales strategy and Hotel need dates to Area Sales Team.
 Hotel will give the Program personnel access to Hotel’s sales and marketing budgets, statements,
inventory and sales systems in a form and manner easily accessible to Marriott.
 Hotel will be provided communication on sales organization performance on Marriott’s standard
form of report for similarly situated Hotels. Ad hoc reports will be provided only with the
approval of the Market Sales Leader.
III. Financial Considerations:
 Hotel will provide the Program personnel with copies of Hotel verified budgets in order to set
proper goals for sales engines using One Yield goal setting procedures.
 Budget and Hotel segmentation must be established with consultation of the Program leadership
including Area Sales Leader, Area Director and Multi Hotel Sales leadership.
 Budget growth for Hotels should not exceed Marriott-recommended guidelines for RevPAR and
revenue growth by brand except as approved by Marriott’s Regional Vice President Sales &
Marketing.
IV. Participation:
 General Managers must participate in:

o Lead Review process established for appropriate brand
o All other prescribed market and area meetings as determined by Area Sales Leadership
 Hotel will offer all necessary assistance to train sales organization on Hotel facilities, services,
selling guidelines, etc. as outlined in Hotel Participation Check List (to be provided upon
request).
 Hotel will address all comments or questions related to the performance of the Program team to
appropriate Area Sales or Multi Hotel Sales leadership proactively. It is the responsibility of the
Hotel General Manager to engage Area Sales and Multi Hotel Sales leadership in concerns,
questions and other issues in a manner to gain understanding of plans and performance as Hotel
General Manager would any sales force working on behalf of the Hotel.
V. Minimum Revenue Management Requirements:
A. Designated Resources
Every Hotel must have one of the following designated revenue management resources:
1. In Market Marriott Services Revenue Management. Revenue management resources are paid
for through a service agreement in the Market.
2. Centralized MI Inventory Services. Revenue management resources are paid for through a
service agreement with Marriott’s centralized Inventory Services group.
3. Franchise Hotel or Company Revenue Management. With the prior consent of Marriott, the
Hotel designates a resource on-property to provide Revenue Management services and support to
the Program organization.
4. Hybrid. The Hotel elects either of number 2 or number 3, above, and, at Marriott’s discretion,
provides additional support necessary from General Manager or designee.
B. Services and Support
 Systems: Hotel must have SFAWeb or CI/TY, FSI and One Yield in place.
 Total Hotel Goal Setting: Hotel must have total group, transient, and contract rooms, ADR, and
revenue goals for the Hotel’s current booking window (minimum 2 years) maintained in the One
Yield Total Hotel Goal Setting system. The General Manager will be responsible for setting and
having this information entered in One Yield.
 Group Pricing: Hotels must set and communicate pricing to the sales force by using Group
Pricing Optimizer (GPO).
 Group Business Evaluation: Hotel must have resources available to handle questions and
requests from Sales Managers about group leads for the Hotel. All leads sent to the Hotel during
standard business hours for business evaluation must be responded to within one hour (for leads
arriving within 6 months) or three hours (for leads arriving beyond 6 months).
 Function Space Inventory Management: Hotel must provide function space inventory availability
through their sales and catering systems or through FSI in SFA Web or CI/TY. Meeting rooms
must be set-up and clean availability of diary space maintained for the sales force. The General
Manager will be responsible for ensuring that function space is set-up and availability maintained.
 Lead Review: Hotels must review the sales funnel and identify critical leads and communicate
these to the Program personnel on a regular (bi-weekly) basis.
 Hotel Strategy Updates: Hotels must communicate any changes in strategy (changes to pricing,
contract terms, inventory availability, etc), forecasts, or need times on a timely basis to the
Program personnel so that sales action plans can be modified to meet the Hotel’s needs.
VI. Other:
Hotel must comply with any other obligations and requirements that are required of all Participating
Hotels in the Market, which obligations and requirements may be modified from time to time by Marriott
in its reasonable discretion.
EXHIBIT B.2 - Area Sales-Sales Executive-MSB
The Program is comprised of Area Sales-Sales Executive-MSB representative, which ongoing

operating costs will be distributed among the participating Hotels based on the following:
o 100% of costs based on each participating Hotel’s number of rooms.
SCOPE OF SERVICES
The objective of the Program is to drive revenue to achieve Hotel’s topline goals for each of the
participating Hotels.
To accomplish this objective, Area Sales – Sales Executive – MSB representative will provide
services that include the following:
 Drives revenue by proactively soliciting all business segments; to include new business from small
business account, sourcing new accounts, identifying new targets, and re-soliciting past business
leads. Focuses on properties’ BT Pricing strategy. Provides support by coordinating and executing
internal mining efforts at assigned hotels. Partners with Leadership to ensure competitive sales
strategies are in place for the hotel and stay competitive within the market by aligning on sales
activities to generate business and communicate real-time competitor intel. Works closely with hotel
GM/Property Sales team, focuses on sales driven tasks. May work with Local Sales and Account
Sales/GSO teams to drive production from targeted high priority account including maximizing
special corporate business within the represented marketplace.
SHARED SERVICES AGREEMENT
THIS SHARED SERVICES AGREEMENT (this “Agreement”) is made and entered into this
___Month dd_______, yyyy_ (the “Commencement Date”) by and between Marriott International
Administrative Services, Inc. and Franchisee, as such term is defined in the Franchise Agreement relating
to the [INSERT NAME OF HOTEL]and MARSHA code [INSERT MARSHA OF HOTEL] (“Hotel”).
RECITALS:
WHEREAS, Marriott International Administrative Services, Inc. and/or one or more of its affiliates
(“Marriott”) and Franchisee are parties to a Franchise Agreement (as it may be amended, modified,
supplemented, or restated from time to time, the “Franchise Agreement”).
WHEREAS, Marriott has organized the efforts of associates located within a particular geographic
area and/or according to relevant groupings (the “Market”) to perform one or more services behalf of
Marriott hotels located within the Market that agree to receive services on a shared basis (“Shared
Service(s)”) as listed in Attachment A and whose scope and costs are detailed in an exhibit (the “Exhibits”),
attached hereto and made a part hereof;
WHEREAS, such Shared Services are provided in accordance with this Agreement;
WHEREAS, each Shared Service taken together with and subject to this Agreement or a similar
agreement constitutes a unique program and takes place within a Market (“Program”);
WHEREAS, Franchisee has independently assessed the Programs and determined that the potential
benefits of participating in the Programs justify the risks of participation, and has therefore requested that
the Hotel participate in the Programs; and
WHEREAS, Marriott is willing to allow such participation on the terms and conditions set forth
herein.
NOW, THEREFORE, in consideration of the benefits to be derived herefrom, the receipt and
sufficiency of which are hereby acknowledged by each of the parties hereto, it is hereby agreed as follows:
1. Program Participation. The Hotel will participate in one or more Programs.
2. Program Organization. Marriott will organize and staff the Programs to provide Shared
Services for the Hotel and the other hotels participating in each such Program.
2023 Ex L2B - Service Agts - ASMHS Catering MHS (new) (all brands):3360737_2 (03/31/2023)
3. Allocation of Costs.
a. The costs and expenses of implementing and deploying the Programs will be
allocated among the hotels receiving a Shared Service as part of a Program in accordance with the cost and
allocation methodology described in the corresponding Exhibits. The Hotel’s share of the costs will be
allocated and invoiced either (i) as the costs are incurred, or (ii) at the time the Franchisee elects to
participate in the Program, whichever is later. The costs of implementing and deploying the Programs do
not include the ongoing operating costs that are described in 3.b. below.
b. Costs and expenses of a Program shall include, without limitation, wages, benefits,
and bonuses of the Program associates, as well as controllables such as startup expenses, rent, office
supplies, postage, telephone expenses, travel expenses, training, entertainment, and depreciation of capital
expenditures such as computer systems, and office furniture and facilities (the “Operating Costs”). The
Hotel’s share of the costs of the Programs, including but not limited to the Operating Costs, will be allocated
and invoiced to Franchisee each month.
c. Franchisee shall make payment in compliance with the terms of each invoice,
Shared Service Agreement, and the Franchise Agreement.
d. Marriott may periodically evaluate the allocation methodologies set forth above in
Attachment A and/or Exhibits attached thereto. Should another allocation basis or methodology be
identified that better reflects each participating hotel’s share of the costs, as deemed by Marriott in its sole
discretion, this basis and/or methodology may be adopted. Any such change will be communicated to the
participating hotels, including the Hotel, and shall be applied without need to formally modify this
Agreement.
4. Addition or Withdrawal of Hotel from Market. If a hotel is added as a participant in

one or more Programs, the percentage share of the costs of such Program for each of the other hotels in the
Market may be adjusted proportionately by the new hotel’s share of such costs, if deemed practicable by
Marriott, as determined in accordance with this Agreement. If a hotel withdraws as a participant in the
Shared Service, the percentage share of the costs of the Shared Service for each of the other participating
hotels may be adjusted proportionately by the non-participating hotel’s share of such costs, if deemed
practicable by Marriott, as determined in accordance with this Agreement.
5. Scope of Services; Delegation and Limit of Authority.
a. Franchisee hereby authorizes Marriott to provide Shared Services to the Hotel as

part of a Program, which is listed in Attachment A and described in the relevant Exhibit.
b. Franchisee consents to Marriott, through the Programs, entering into any contract
or agreement related to the Shared Services, and will, upon request by Marriott, ratify and confirm any such
contract or agreement.
c. Franchisee is under no obligation to comply with any recommendations made by

Marriott in connection with this Agreement, Attachment A or the Exhibits, including but not limited to
recommendations regarding pricing, business mix, inventory or room or rate allocation, and Franchisee
acknowledges and agrees that the success of the Hotel’s participation in the Programs largely depends upon
Franchisee’s decisions regarding same.
d. Marriott is entitled to deal directly with the managers at the Hotel, regardless of
whether or not such managers are employees of Franchisee (or an affiliate thereof) or any independent
management company operating the Hotel (“Manager”), and to rely on the instructions of same in
connection with Marriott’s performance of the Services hereunder.
6. Obligations of Franchisee. Franchisee agrees to the following:
Franchisee, or Manager on behalf of Franchisee, may be required to undertake obligations

associated with those Programs in which it will be participating. The obligations and the Shared Services
to which they pertain are set forth in Attachment B. Any Franchisee procuring Shared Services listed in
Attachment A shall comply with the obligations related to such Shared Services.
Franchisee’s failure to comply with this Paragraph 6 shall be a default under this
Agreement.
7. Term and Termination.
a. Term and Termination. The initial term of this Agreement shall begin on the
Commencement Date and shall expire either (1) December 31 of that same year, if the Commencement
Date is between January 1st and June 30, or (2) December 31 of the next year, if the Commencement Date
is between July 1 and December 31. For purposes of clarity, if the Commencement Date is November 5,
2019, the initial term will expire on December 31, 2020. This Agreement shall automatically renew for
successive terms of one calendar year each unless either party provides written notice of non-renewal at
least ninety (90) days in advance of the expiration of the then-current term.
b. In the event that Franchisee is in default under this Agreement, Marriott may
terminate this Agreement by giving thirty (30) days’ written notice to Franchisee.
c. Subject to Section 7.d, Franchisee may terminate this Agreement by giving ninety
(90) days’ written notice to Marriott.
d. This Agreement will immediately terminate upon termination of the Franchise

Agreement; except in the event that Marriott consents to or approves the transaction (including a sale of the
Hotel or other transfer requiring the consent of Marriott) pursuant to which the Franchise Agreement is
terminated, in which case this Agreement may be assigned as set forth in any such consent or approval.
e. Franchisee acknowledges that Marriott may be damaged in several ways upon

termination of this Agreement pursuant to Paragraph 7.b or Paragraph 7.c (an “Event Termination”).
Franchisee acknowledges that certain costs and expenses related to the Hotel’s participation in the
Programs, as allocated to Franchisee pursuant to Paragraph 3 and Attachment A (including all of those costs
allocated pursuant to Exhibits attached thereto), have already been incurred by Marriott or accrued by
Franchisee prior to the date of the Event Termination (“Prior Costs”). Furthermore, certain costs and
expenses related to the Hotel’s participation in the Programs, as allocated or allocable to Franchisee
pursuant to Paragraph 3 and Attachment A and the Exhibits thereto, to be incurred by Marriott or accrued
by Franchisee, after the Event Termination (“Future Costs”) may not be recoverable. In the event of an
Event Termination, Marriott shall be entitled to recover from Franchisee, and Franchisee shall be obligated
to promptly pay to Marriott, no later than the date of termination of this Agreement, the Prior Costs and
Future Costs, as reasonably determined by Marriott. The parties agree that such payment is not a penalty
and represents a reasonable estimate of just and fair compensation of Marriott for the damages that it would
suffer for an Event Termination The parties agree that it is reasonable for Marriott to include in the
calculation of Future Costs those costs anticipated to be allocated to the Hotel (pursuant to the methodology
set forth in Exhibits attached hereto) for the remainder of the Initial Term or Renewal Term (as applicable)
as calculated according to Marriott’s most recent projection of such costs. Franchisee's obligation to pay
the Prior Costs and Future Costs shall survive termination of this Agreement.
8. Confidentiality. Franchisee shall not, and if Hotel is managed by a Manager then

Franchisee shall ensure that the Manager does not, during the Term of this Agreement or thereafter, without
Marriott’s prior written consent, communicate, divulge, copy, duplicate, record or otherwise reproduce, or
use for the benefit of any third party or business other than the Hotel, in whole or in part, any documentation,
software or other confidential information knowledge, or know-how associated with the Programs which
may be communicated or provided to Franchisee or the Manager or of which Franchisee or Manager may
be apprised, by virtue of Franchisee’s participation under this Agreement, or otherwise make the same
available to any unauthorized person. Franchisee shall ensure that the Manager shall divulge such
information only to such of Franchisee’s or Manager’s employees or agents as must have access to it in
order to operate the Hotel. All such information including without limitation, market data,
recommendations by Marriott regarding rates and customer information is confidential and provided by
Marriott to Franchisee and Manager solely for the purpose of operating the Hotel and honoring the contracts
entered into by Marriott for the Programs. Franchisee expressly acknowledges for itself and the Manager
that such information shall not be used or considered in any respect by the Franchisee or Manager in
reaching decisions for the other hotels owned, operated or franchised by the Franchisee. Franchisee
acknowledges and agrees that any unauthorized use of confidential information would cause irreparable
injury to Marriott for which no adequate remedy at law may be available, and Franchisee accordingly
consents to the issuance of an injunction prohibiting any conduct in violation of this Paragraph 8.
9. Representations, Warranties and Covenants of Franchisee. Franchisee represents,

warrants and covenants to Marriott that:
a. it is a legal entity duly formed, validly existing, and in good standing under the
laws of the jurisdiction of its formation, (ii) it has and will continue to have throughout the Term hereof the
ability to perform its obligations under this Agreement, and (iii) it has and will continue to have throughout
the Term hereof all necessary power and authority to execute and deliver this Agreement;
b. the execution and delivery of this Agreement by Franchisee (and by the person
signing this Agreement on behalf of Franchisee) and the performance by Franchisee of its obligations under
this Agreement (a) have been duly authorized by all necessary action; (b) do not require the consent of any
third parties (including lenders) except for such consents as have been properly obtained; and (c) do not
and will not contravene, violate, result in a breach of, or constitute a default under (A) Franchisee’s
certificate of formation, operating agreement, or other governing documents, (B) any regulation of any
governmental body or any decision, ruling, order, or award by which Franchisee or any of Franchisee’s
properties may be bound or affected, or (C) any agreement, indenture or other instrument to which
Franchisee is a party or by which any of Franchisee’s properties may be bound or affected; and
c. this Agreement is the legally valid and binding obligation of Franchisee,

enforceable against Franchisee in accordance with its terms; and
10. ACKNOWLEDGMENTS OF FRANCHISEE.
A. TO THE EXTENT THAT MARRIOTT IN THE COURSE OF DISCUSSIONS

REGARDING PARTICIPATION IN THE PROGRAMS OR BUDGETING FOR THE PROGRAMS HAS
PROVIDED ANY FINANCIAL INFORMATION OR PROJECTIONS, FRANCHISEE
ACKNOWLEDGES AND AGREES THAT SUCH INFORMATION OR PROJECTIONS WERE NOT
INTENDED AS A PROMISE, REPRESENTATION, OR WARRANTY OF PERFORMANCE AND
THAT FRANCHISEE DID NOT RELY ON ANY SUCH INFORMATION OR PROJECTIONS NOT
EXPRESSLY CONTAINED IN THIS AGREEMENT IN MAKING ITS DECISION TO SIGN THIS
AGREEMENT.
B. FRANCHISEE ACKNOWLEDGES THAT: (1) THE SALES AND

MARKETING OF THE HOTEL – AND THE FINANCIAL AND OPERATIONAL SUCCESS OF THE
HOTEL - WILL BE LARGELY DEPENDENT UPON THE ABILITY OF FRANCHISEE TO MARKET
AND OPERATE THE HOTEL AS AN INDEPENDENT BUSINESS, AND (2) THE SALES VOLUME,
REVENUE AND PROFIT OF THE HOTEL MAY DECLINE AFTER THE COMMENCEMENT DATE,
WHETHER OR NOT AS A RESULT OF MARRIOTT’S PERFORMANCE OF THE SERVICES OR
FRANCHISEE’S PARTICIPATION IN THE PROGRAMS. FRANCHISEE ACKNOWLEDGES AND
AGREES THAT MARRIOTT IS NOT ASSUMING OVERALL RESPONSIBILITY FOR THE
SUCCESS OR FAILURE OF THE HOTEL BY PROVIDING THE SERVICES, AND MARRIOTT IS
NOT PROVIDING ANY WARRANTY OR GUARANTEE, EXPRESS OR IMPLIED, AS TO THE
POTENTIAL SALES VOLUME, REVENUE, PROFIT OR SUCCESS OF THE HOTEL AS A RESULT
OF MARRIOTT’S PREFORMANCE OF THE SERVICES OR FRANCHISEE’S PARTICIPATION IN
THE PROGRAMS.
C. FRANCHISEE ACKNOWLEDGES THAT IT HAS READ AND

UNDERSTOOD THIS AGREEMENT, ATTACHMENTS AND EXHIBITS HERETO, 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
ACKNOWLEDGES THAT FRANCHISEE HAS HAD AN OPPORTUNITY TO NEGOTIATE, AND
HAS FULLY NEGOTIATED, THE ESSENTIAL STIPULATIONS OF THIS AGREEMENT AND
THAT SUCH STIPULATIONS WERE NOT UNILATERALLY IMPOSED ON IT BY MARRIOTT.
11. Indemnification. Franchisee agrees to defend, indemnify and hold harmless Marriott, its
affiliates, and each of their respective current and former officers, directors, shareholders, agents,
representatives and employees, and all other persons or entities acting on their behalf, from and against any
and all actions, costs, claims, losses, expenses and/or damages, including attorney's fees, asserted by third
parties, arising out of or resulting from the performance of the Services or any other action contemplated
by this Agreement.
12. Covenants not to Sue. Franchisee and Marriott hereby acknowledge their mutual
understanding that success under the Programs is uncertain, and their mutual desire to ensure that these
Programs not damage their existing relationship by resulting in contentious, distracting and expensive
litigation. Without limiting the generality of the foregoing, Franchisee further acknowledges that the
covenants set forth in this Paragraph 12 were a material inducement to Marriott to enter into this Agreement,
because of the impact of those covenants on the risks (and associated economic consequences) of
proceeding with this Agreement. In order to implement the foregoing acknowledgments, desires and
understandings, Franchisee and Marriott for themselves and their respective affiliates and subsidiaries and
the current and former officers, directors, shareholders, partners, employees, predecessors, successors,
attorneys, agents, representatives, and assigns and all other persons or entities acting on the behalf or
claiming under any of the foregoing , hereby covenant not to bring any suit, action, or proceeding, or make
any demand or claim of any type, against each other, or any of the foregoing entities or individuals, with
respect to (i) the Shared Services, or (ii) the Programs, or (iii) this Agreement and any action contemplated
by this Agreement, except that in the event that Franchisee fails to make payment of Prior Costs or Future
Costs in accordance with Paragraph 7.e hereof, Marriott may bring an action for the sole purpose of
collecting the payment of Prior Costs and/or Future Costs. Any party intended as a beneficiary of these
covenants not to sue may plead or assert this Paragraph 12 as a complete defense and bar to any claim
brought in contravention of this Paragraph 12 and, if any such claim is brought, the party asserting the claim
shall indemnify, defend, and hold harmless any and all such beneficiary parties from and against any such
claim.
13. Waiver of Trial by Jury. The parties to this Agreement hereby waive trial by jury in any
action, proceeding or counterclaim bought by either party against the other pertaining to any matters
whatsoever arising out of or in any way connected to this Agreement or the Shared Services.
14. Attorneys’ Fees. In the event any controversy, claim or dispute between the parties hereto,
arising out of or relating to this Agreement or the breach thereof, results in arbitration or litigation, the
prevailing party in such proceedings shall be entitled to recover from the losing party reasonable expenses,
15. Limitation of Liability/Specification of Remedy. Franchisee acknowledges and agrees

that Marriott is not responsible or liable for any unpaid bills or other failure to perform by any customer
pursuant to a contract entered into by Marriott on behalf of the Hotel. NOTWITHSTANDING ANYTHING
TO THE CONTRARY HEREIN, UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE
TO THE OTHER PARTY UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL,
EXEMPLARY, SPECIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES OR LOST PROFITS,
WHETHER FORESEEABLE OR UNFORSEEABLE, BASED ON CLAIMS ARISING OUT OF THE
BREACH OF THIS AGREEMENT MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN
TORT OR OTHERWISE. EACH PARTY’S SOLE REMEDIES BASED ON CLAIMS ARISING OUT
OF THIS AGREEMENT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR
OTHERWISE SHALL BE TERMINATION OF THE AGREEMENT PURSUANT TO PARAGRAPH 7
HEREOF, AND COMPENSATION PURSUANT TO THE FORMULA SET FORTH IN PARAGRAPH
7.E HEREOF.
16. Franchise Agreement Controls. The Franchise Agreement shall control the relationship
of the parties and this Agreement shall not amend, modify or affect any obligations or duties of the parties
under the Franchise Agreement.
between Marriott and Franchisee. Marriott shall perform its obligations under this Agreement as an
independent contractor where all persons employed to furnish the Shared Services are employees of
Marriott and not Franchisee, except that Marriott will have the right to act on Franchisee’s behalf when
booking reservations at the Hotel (or other booking activities) and for all sales activities, including
arranging group sales. When Marriott acts for Franchisee as set forth in the preceding clause, Franchisee
consigns hotel inventory to Marriott and retains all risk of loss of unsold or cheaply sold inventory.
18. Licenses and Permits. If any governmental license or permit is required for the proper
and lawful conduct of Marriott’s business or other activity carried on, in or at the Hotel, or if a failure by
Marriott to procure such a license or permit might or would in any way affect the operations of the Hotel,
then Marriott, shall duly procure and thereafter maintain such license or permit and submit same for
inspection by Franchisee.
19. Supplies and Equipment. Franchisee at its sole cost and expense shall furnish all
supplies, equipment and related expendables necessary or appropriate to provide the Shared Services.
20. Equal Opportunity Employer. Marriott affirms that it is an Equal Opportunity Employer
and will comply with laws and regulations prohibiting employment discrimination in the performance of
the Agreement.
21. Insurance. Franchisee and or management company will procure such insurance in
such amounts as required by Marriott.
a. At Marriott’s request all policies shall be specifically endorsed to provide that the
coverages obtained by virtue of this Agreement will be primary and that any insurance carried by the other
party shall be excess and non-contributory. All policies shall be specifically endorsed to provide that such
coverage shall not be canceled or materially changed without at least ten (10) days prior written notice to
the other party. Each party shall deliver certificates of insurance and any renewals thereof to the other party
which evidences the required coverages.
22. Assignment. This Agreement may not be assigned by Franchisee in whole or in part
23. Notices. Notices, requests, demands and other communications hereunder shall be in
writing and shall be sent pursuant to the notice provisions of the Franchise Agreement.
24. Choice of Law, Choice of Jurisdiction and Dispute Resolution. The terms of the
Franchise Agreement with respect to choice of law, choice of jurisdiction and dispute resolution shall apply
to terms of this Agreement.
25. Entire Agreement. This Agreement, including the attachments hereto and any
agreements executed in connection with this Agreement, contains the entire agreement between the parties
concerning the subject matter herein, superseding any prior agreements and writings, and it may not be
changed or modified other than by an agreement in writing signed by the parties.
IN WITNESS WHEREOF, the parties hereto have executed the Shared Service Agreement the
day and year first above written.
FRANCHISEE:
By: ____________________________________
Title:
MARRIOTT:
MARRIOTT INTERNATIONAL ADMINISTRATIVE SERVICES, INC.
By: ____________________________________
Name:
Title:
ATTACHMENT A
PROGRAMS
HOTEL LIST OF PARTICIPATING SHARED SERVICE
Exhibit A.1 - Multi-Hotel Sales Office

Exhibit A.2 – Local Catering Multi-Hotel Sales Office
Exhibit B.1 - Area Sales
Exhibit B.2 - Area Sales-Sales Executive-MSB
EXHIBIT A.1 – Multi Hotel Sales /Centralized Multi Hotel Sales
The Program is comprised of Multi Hotel Sales/Centralized Multi Hotel Sales, which ongoing
Multi Hotel Sales/Centralized Multi Hotel Sales operating costs will be distributed to all participating
Hotels each month based on the following:
o 80% of the unit costs will be allocated based on the pro-rated share of each hotels calculated
direct and indirect deployment of resources. This may include hotel/owner requested additional
resources.
o 20% of the unit costs will be allocated based on the pro-rated share of each hotel’s annual Goal.
 This methodology will not generate true-ups following actualization.
 Deployment will be reviewed quarterly, and future shares may change as a result of that redeployment.
Hotel goals are typically not known early in the budget cycle and will change cost shares as final goals
become available.
SCOPE OF SERVICES
requirement for extended stay and group business.
To accomplish this objective, Multi Hotel Sales Team and Centralized Multi Hotel Sales Team will
provide services that include the following:
across the Market.
 Provide active follow up on business opportunities to close those that meet Hotel strategy.
 Work with property Sales leadership to implement direct sales strategies that address market conditions
and customer requirements.
Marriott by Hotel.
 Support property Sales leadership by periodically providing Hotel leadership with status updates on the
Program sales efforts.
EXHIBIT A.2 – Local Catering Multi Hotel Sales
The Program is comprised of Local Catering Multi Hotel Sales, which ongoing operating costs will
be distributed among the participating Hotels based on the following:
Local Catering Multi Hotel Sales operating costs will be distributed to all participating Hotels each month
based on the following:
o 80% of the unit costs will be allocated based on the pro-rated share of each hotels calculated
direct and indirect deployment of resources. This may include hotel/owner requested additional
resources.
o 20% of the unit costs will be allocated based on the pro-rated share of each hotel’s annual Goal.
 This methodology will not generate true-ups following actualization.
 Deployment will be reviewed quarterly, and future shares may change as a result of that redeployment.
Hotel goals are typically not known early in the budget cycle and will change cost shares as final goals
become available.
SCOPE OF SERVICES
requirement for extended stay, local catering and group business.
To accomplish this objective, Local Catering Multi Hotel Sales Team will provide services that
include the following:
across the Market.
 Provide active follow up on business opportunities to close those that meet Hotel strategy.
 Work with property Sales leadership to implement direct sales strategies that address market conditions
and customer requirements.
Marriott by Hotel.
 Support property Sales leadership by periodically providing Hotel leadership with status updates on the
Program sales efforts.
ATTACHMENT B
reporting.
II. Communications:
 Revenue Management, Sales Leadership and General Manager will identify sales strategy and
General Manager will communicate sales strategy and Hotel need dates to Multi Hotel Sales
approval of the Multi Hotel Sales Leader.
including Multi Hotel Sales leadership.
Distribution
IV. Participation:

o All other prescribed market and area meetings as determined by Regional Vice President
Sales & Distribution
request).
appropriate Multi Hotel Sales leadership proactively. It is the responsibility of the Hotel General
Manager to engage Multi Hotel Sales leadership in concerns, questions, and other issues in a
manner to gain understanding of plans and performance as Hotel General Manager would any
sales force working on behalf of the Hotel.
these to the Program personnel on a regular (monthly) basis.
VI. Other:
EXHIBIT B.1 - Area Sales
The Program is comprised of Area Sales, which ongoing operating costs will be distributed among
the participating Hotels based on the following:
Area Sales operating costs will be distributed as follows:
o For Market Strategy Leaders, the costs are allocated each period based on each represented
are limited to 750.
o For Tactical Area Sales Leaders, the costs are allocated each period based on each represented
are limited to 750.
o For the Citywide Sales teams, the costs are allocated each period based on each represented
hotel's estimated share of the annual citywide room nights booked for those customers served by
the Citywide Sales team.
 The allocation of Citywide Sales Team operating costs is trued-up on a periodic basis based
on each represented hotel’s actual year-to-date share of the applicable volume metric(s).
SCOPE OF SERVICES
The objective of the Program is to provide both tactical and strategic leadership support to
participating Hotels in order to meet Hotel budget requirement for transient, extended stay and group
business.
To accomplish this objective, Area Sales Team will provide services that include the following:
 Serves as the primary sales contact for the General Managers (GMs), AVP’s and property leadership
teams.
 Focuses on building each property’s top line revenue by developing a sales strategy that utilizes on-
property and off-property sales channels to deliver results.
 Ensures area Sales and Marketing strategies and programs are in alignment with the overall market
goals.
 Manages the development and execution of a strategic account plan for the demand generators in the
market, and confirms sales team is leveraging Marriott International (MI) demand engines to full
potential.
 Engages with owners and asset managers and communicate account strategy and hotel’s performance
metrics.
 Assists in the development of key company-wide initiatives by providing detailed feedback, as well
as commitment and support.
 Builds effective relationships with all internal and external (e.g., owners / franchisees, General
Managers) stakeholders.
 Implements decision-making that balances the needs of the various stakeholder groups and promotes
the long-term viability of the business.
 Partners on cross functional initiatives in collaboration with Revenue Management, Marketing and
Digital leadership on the pull through of key discipline strategies.
ATTACHMENT B
 Hotel will be required to keep office space with at least one “touch down” workspace for Area
Sales. Space will include two phones and two high speed internet access lines at no charge to
Marriott or the Program.
reporting.
 Hotel will host Area Sales meetings on a rotating basis at Hotel’s expense.
II. Communications:
 General Managers, Area Sales Leaders and Area Directors will meet to discuss team performance
and progress as established by Area Sales Leader.
 Revenue Management and General Manager will identify sales strategy and General Manager
will communicate sales strategy and Hotel need dates to Area Sales Team.
approval of the Market Sales Leader.
including Area Sales Leader, Area Director and Multi Hotel Sales leadership.
Marketing.
IV. Participation:
o All other prescribed market and area meetings as determined by Area Sales Leadership
request).
appropriate Area Sales or Multi Hotel Sales leadership proactively. It is the responsibility of the
Hotel General Manager to engage Area Sales and Multi Hotel Sales leadership in concerns,
questions and other issues in a manner to gain understanding of plans and performance as Hotel
General Manager would any sales force working on behalf of the Hotel.
these to the Program personnel on a regular (bi-weekly) basis.
VI. Other:
EXHIBIT B.2 - Area Sales-Sales Executive-MSB
The Program is comprised of Area Sales-Sales Executive-MSB representative, which ongoing

o 100% of costs based on each participating Hotel’s number of rooms.
SCOPE OF SERVICES
The objective of the Program is to drive revenue to achieve Hotel’s topline goals for each of the
participating Hotels.
To accomplish this objective, Area Sales – Sales Executive – MSB representative will provide
services that include the following:
 Drives revenue by proactively soliciting all business segments; to include new business from small
business account, sourcing new accounts, identifying new targets, and re-soliciting past business
leads. Focuses on properties’ BT Pricing strategy. Provides support by coordinating and executing
internal mining efforts at assigned hotels. Partners with Leadership to ensure competitive sales
strategies are in place for the hotel and stay competitive within the market by aligning on sales
activities to generate business and communicate real-time competitor intel. Works closely with hotel
GM/Property Sales team, focuses on sales driven tasks. May work with Local Sales and Account
Sales/GSO teams to drive production from targeted high priority account including maximizing
special corporate business within the represented marketplace.
CUSTOMER ENGAGEMENT CENTER PROPERTY SUPPORT SERVICES AGREEMENT
Hotel Name, Hotel Address, State, City, Postal Code (the “Hotel” or “Participant”).
Marriott International, Inc. or its affiliates (“Marriott”) agrees to provide the following Customer
Engagement Center Property Support Services (collectively, the “Services”) for the benefit of the Hotel:
A. Marriott will handle calls for the Hotel received at the Hotel to make Hotel reservations
and will complete the process relating to a booking (the “CEC PSS Calls”).
B. Upon request, provide services such as data input relating to e-mail, queues, group housing
functions and online travel agent manual processing, as required, at rates determined by
Marriott.
C. Dedicated Telephone Line:
Upon execution of this Agreement, Marriott shall provide a dedicated telephone line with
CEC PSS for the Hotel. By using this number, the CEC team will be able to recognize
the caller as a customer for the Hotel because the hotel MARSHA code will be displayed
on CEC telephones. Participant must advise its switchboard operators and program the
number into the Hotel’s switchboard where appropriate.
Hotel shall pay for the telecom costs relating to installation, line rental, and Line usage
where relevant.
Hotel agrees that [customer] calls will only be forwarded to the above-referenced property-designated
CEC phone line. Hotel further acknowledges and agrees that It is strictly prohibited to forward calls to
the central reservation phone line or any brand phone lines. Marriott conducts routine audits of central
reservation and brand lines and any phone calls wrongly forwarded by the Hotel in contravention of this
Agreement will result in the Hotel being charged for the call or reservation, as applicable, at current PSS
rates.
Periodic Performance Updates:

The Marriott CEC PSS team will provide periodic updates, which will include information on the number
of calls offered, calls handled, and reservations booked for your Hotel.
Expected change in Process:

Participant will inform the CEC PSS team regarding any changes of contact information at the Hotel, as
well as changes to reservation processes.
Expected change in Call Volume:

Participant will immediately inform the Marriott CEC team about any material changes in the expected call
volume. This would facilitate the CEC team to handle as many calls as possible on behalf of the Hotel.
Fee. Marriott will charge Participant a fee for the Services as set forth in the Shared Service Agreement.
Participant agrees to pay such fees within (15) days of receipt of the electronic invoice. Marriott may
modify the fee with respect to each renewal term of this Agreement upon notice to Participant, subject to
Participant’s right of non-renewal discussed below. Each Participant will be charged throughout the year
based on the estimated cost per Transaction or cost per hour, but charges will be trued up to actual cost
prior year-end.
Stamp Duty: Participant will pay any stamp duty applicable to these services from its own funds and not
as a Deduction.
Term and Termination: The initial term of this Agreement shall begin on the date Services commence
and shall expire at the end of Marriott’s fiscal year (“Fiscal Year”) then in effect. (Marriott’s Fiscal Year
currently expires at the end of the Friday nearest December 31 in a given calendar year, and a new Fiscal
Year begins at the start of the immediately following Saturday, but the parties agree that Marriott may
amend its Fiscal Year at any time in its reasonable discretion, in which case the term of this Agreement
shall adhere to the new Fiscal Year.) This Agreement shall automatically renew for successive terms of
one Fiscal Year unless either party provides electronic notice of non-renewal at least thirty (30) days in
advance of the expiration of the then-current term. In addition, if the fee Marriott will charge for the
Services during any renewal term increases from the prior Fiscal Year, Participant shall have the right to
not renew this Agreement as of the end of the last day of the then-current term by delivering electronic
notice of such non-renewal to Marriott within seven (7) days after Participant is notified of the new fee for
the Services that will be in effect for the renewal term.
Withholding. The amounts payable to Marriott will not be reduced by any deduction or withholding for
any present or future taxes, levies, imposts, duties, fees, charges or liabilities imposed by any governmental
authority in the country where the Hotel is located, including any interest, additions to tax or penalties
applicable to any of the foregoing (collectively, “Taxes”). If Legal Requirements impose an obligation on
Participant to deduct or withhold Taxes directly from any amount paid to Marriott, then Participant will
deduct or withhold the required amount and will timely pay the full amount deducted or withheld to the
relevant governmental authority in accordance with Legal Requirements. The amount paid to Marriott will
be increased so that after the deduction or withholding has been made in accordance with Legal
Requirements, the net amount actually received by Marriott will equal the full amount originally invoiced
or otherwise payable. To the extent any Legal Requirements require or allow any such deduction, payment
or withholding to be paid by Participant directly to a governmental authority, Participant must account for
and pay such amounts promptly and provide Marriott with receipts or other proof of such payment promptly
upon receipt.
If Legal Requirements do not impose an obligation on Participant to deduct or withhold Taxes directly
from any amount paid to Marriott, but require Marriott to pay such Taxes, then Participant will pay
Marriott, within 15 days after request, the full amount of the Taxes paid or payable by Marriott with
respect to such payment so that the net amount actually retained by Marriott after payment of any Taxes
will equal the full amount originally invoiced or otherwise payable.
Value Added Tax & Similar Taxes. The amounts payable to Marriott will not be reduced by any value
added, goods and services, sales or similar taxes, all of which will be paid by Participant. Therefore, in
addition to making any payment to Marriott required under this Agreement, Participant will (i) pay
Marriott the amount of these taxes due with respect to the payment; or (ii) if required or permitted by
Legal Requirements, pay these taxes directly to the relevant taxing authority. If a reverse charge
mechanism is available to Participant, Participant will promptly account for and pay these taxes in
accordance with Legal Requirements.
By Clicking I Agree you represent that you have authority to bind the Hotel/Participant to the terms and
conditions of this Agreement.
FRANCHISE OPERATIONS SUPPORT RESOURCES SERVICES AGREEMENT
This Franchise Operations Support Resources Services Agreement (this “Agreement”) is

entered into as of (date) , (year) by and between Marriott International Administrative
Services, Inc., a ______________ corporation (“Marriott”), and (name of company) , a
___________ corporation (“Franchisee”).
WHEREAS, an affiliate of Marriott and Franchisee are parties to a Franchise Agreement

dated _______________________ (the “Franchise Agreement”); and
WHEREAS, for a period of time, Franchisee wishes to obtain from Marriott and Marriott
agrees to provide to Franchisee certain consulting support;
NOW, THEREFORE, in consideration of the mutual promises contained herein and other
good and valuable consideration the receipt and sufficiency of which are hereby acknowledged,
the parties hereto, intending to be legally bound, agree as follows:
Section 1. Definitions.
“Employment Based Claim” means a claim raised or made by or on behalf of a present or

former Service Provider or beneficiary thereof and that either relates to employment matters or is
based on an employer-employee relationship, including, without limitation, any workers’
compensation claim.
“Hotel” means the unit where the Service Provider is working with the Franchisee.
“Loss” means any cost, damage, disbursement, expense, liability, loss, deficiency,
diminution in value, obligation, penalty or settlement of any kind or nature, including without
limitation interest or other carrying costs, penalties, legal, accounting and other professional fees
and expenses incurred in the investigation, collection, prosecution and defense of actions or claims
and amounts paid in settlement, that may be imposed on or otherwise incurred or suffered by the
specified person.
“Service Provider” means the individual referenced in the attached Schedule;
“Start Date” means the date Service Provider commences work with the Franchisee.
“Term” means the term of the relationship with respect to each Service Provider as set forth
in Section 2.B.
“Termination Date” means the date Service Provider is scheduled to end work for the
Franchisee.
2023 Ex L4 (FS Only) - Franchise Op Support Resources Svc Agt:3360749_2 (03/31/2023)

Capitalized Terms not otherwise defined herein shall have the meanings set forth in the
Franchise Agreement.
Section 2. Scope of Support Services and Term.
A. Effective as of the Start Date listed in the Schedule, Marriott shall provide the
services of the Service Provider to Franchisee for consulting at the Hotel for the period and on
the terms set forth below.
B. The services to be provided by the Service Provider are set forth in the attached
Schedule. No Service Provider shall act as, or perform the duties of, General Manager, Director
of Finance, or Director of Human Resources, or perform any duties in the engineering or revenue
management discipline.
C. Franchisee shall retain the exclusive authority and responsibility for day-to-day
management of the Hotel. Franchisee shall employ a General Manager who is not an employee of
Marriott. The General Manager shall have, and perform, all duties of the General Manager, as set
forth in the Franchise Agreement.
D. Service Provider, in providing support services, may make recommendations or

suggestions regarding any aspect of operation of the Hotel, including but not limited to
recommendations or suggestions regarding pricing, inventory, room allocation, rate allocation or
staffing. Both parties expressly acknowledge and agree that Franchisee is under no obligation to
accept any such recommendations or suggestions made by Service Provider in connection with
this Agreement. Franchisee expressly reserves the right, and confirms its obligation,
independently to make any and all decisions relating to pricing, hiring, scheduling, disciplining
and terminating personnel and all other management issues. The Service Provider will not exercise
any direction or control over the employment policies or employment decisions of Franchisee.
E. The term of this Agreement with respect to the Service Provider shall commence
on the Start Date and shall terminate upon the earliest of:
(i) the Termination Date provided in the Schedule;
(ii) fourteen (14) calendar days after receipt by Marriott of written notice from
Franchisee that this Agreement is terminated with respect to such Service
Provider;
(iii) a maximum of twelve (12) weeks from the Service Provider’s Start Date; or
(iv) the date on which such Service Provider terminates employment with
Marriott for any reason.

F. Upon the termination of employment with Marriott of the Service Provider for any
reason, Marriott shall not have any obligation to provide for the replacement of such Service
Provider whether through hire, reassignment or otherwise.
G. During the Term with respect to Service Provider, Marriott will provide all services
and benefits relating to such Service Provider, including, without limitation, payroll services and
retirement and welfare benefits, substantially as such services and benefits are currently provided
in respect of such employee by Marriott prior to the Term.
H. Franchisee shall pay Marriott the daily rate for each day worked by the Service
Provider at the Hotel based on the rate forth in the Schedule. The full daily rate will be charged
regardless of whether the Service Provider works a full day or partial day. Expenses related to the
Service Provider’s travel to and from the Hotel and for meals and related travel expenses will be
itemized separately and billed to the Franchisee. Marriott will bill Franchisee periodically for all
such amounts and payment will be due upon receipt by Franchisee of the bill.
I. Promptly, upon notice, (i) Franchisee shall reimburse Marriott for any Loss related
to any Employment Based Claim of Service Provider for which Marriott shall be indemnified by
Franchisee pursuant to Section 4.B, and (ii) Marriott shall reimburse Franchisee for any Loss
related to any Employment Based Claim of the Service Provider for which Franchisee shall be
indemnified by Marriott pursuant to Section 4.A.
J. Franchisee acknowledges and agrees that Marriott has no responsibility for and has
made no commitments, warranties or representations relating to the performance of the Hotel
during the Term of this Agreement. Nothing contained herein should be considered a
representation or warranty by Marriott that any recommendations made by, or actions taken by,
the Service Provider will produce, increase or optimize profits of Franchisee.
Section 3. Employee Rights.
A. Nothing herein expressed or implied shall confer upon Service Provider any rights
or remedies, including any right to employment or continued employment for any specified period,
of any nature or kind whatsoever under or by reason of this Agreement.
B. Nothing in the Agreement shall be deemed to confer upon any person (or any
beneficiary thereof) any rights under or with respect to any plan, program or arrangement to be
provided by Marriott as part of its obligations under this Agreement, and each person (and any
beneficiary thereof) shall be entitled to look only to the express terms of any such plan, program
or arrangement, as the same may be amended from time to time in accordance with its terms, for
his or her rights thereunder.
C. Except to the extent inconsistent with this Agreement or any applicable law,
nothing herein shall prohibit Marriott from establishing, amending or terminating any employee
benefit plan, arrangement, program, practice, policy or procedure.
3

Section 4. Indemnification.
A. Marriott agrees to indemnify and hold harmless Franchisee and its directors,
officers, employees, affiliates, agents and assigns, as applicable, from and against any and all
Losses based upon or arising from any Employment Based Claim of the Service Provider the basis
of which is an act or omission in connection with or relating to the employment of the Service
Provider other than during the Term.
B. Franchisee agrees to indemnify and hold harmless Marriott and its directors,
officers, employees, affiliates, agents and assigns, as applicable, from and against any and all
Losses based upon or arising from (i) any Employment Based Claim of the Service Provider the
basis of which is an act or omission in connection with or relating to the employment of the Service
Provider during the Term, (ii) the performance of services or duties by the Service Provider under
or in connection with this Agreement, including allegations of negligence by Service Provider, and
(iii) any Hotel operations, or losses or injury arising as a result of Hotel operations, during the
Term.
C. The provision of this Section 4 shall survive the termination of the Term with
respect to the Service Provider.
Section 5. Insurance
Franchisee must provide and submit evidence to Marriott of adequate insurance in

accordance with the Franchise Agreement and employment practices liability in an amount not
less than $1,000,000 per occurrence including coverage for harassment, discrimination, wrongful
termination, and third-party discrimination and harassment (if third-party discrimination and
harassment coverage is not part of the commercially general liability policy). Marriott shall be
named as an additional insured on the general liability and umbrella/excess liability policies and
all coverage specified in the Franchise Agreement and in this Section 5 shall be primary and non-
contributory to any other coverages Marriott may carry. All insurance policies required under the
Franchise Agreement and in this Section 5 shall contain a waiver of subrogation in favor of
Marriott and Franchisee shall waive all rights of recovery against Marriott. Franchisee shall
deliver certificates of insurance (and if requested by Marriott original copies of the above policies)
which evidence the required coverages, and any renewals thereof prior to the policy expiration to
Marriott. Prior to execution of this Agreement, a certificate of insurance evidencing the required
insurance and additional insured endorsement shall be attached as Exhibit A.

Section 6. Miscellaneous.
A. Neither this Agreement nor any rights or obligations under it are assignable.
B. 1. Any dispute between Marriott and Franchisee arising out of or in connection

with this Agreement or any alleged breach hereof may, at the option of either Marriott or
Franchisee, be submitted for discussion and possible resolution by senior officers of Marriott and
Franchisee, for a period of 30 days (or such longer period as the parties may in particular cases so
decide) before initiating any arbitration pursuant to the provision of Section 6.B.2.
2. Any dispute between Marriott and Franchisee arising out of or in connection

with this Agreement or any alleged breach hereof which is not resolved pursuant to the procedure
described in Section 6.B.1. shall be subject to final and binding arbitration in accordance with the
Commercial Arbitration Rules of the American Arbitration Association. In agreeing to this
subsection, Marriott and Franchisee express their desire to have disputes resolved through such
private alternative dispute resolution to the fullest extent permitted by law.
C. Any notice or other communication hereunder must be given in writing and shall
be deemed received, if mailed, three days after deposit in the mails with first class postage prepaid,
or if given by any other means, when actually received. Any notice or other communication
hereunder shall be delivered as follows:
If to Marriott, to:
10400 Fernwood Road
Attn: Lodging Operations Attorney
for the Americas
Dept. 52/923.27
If to Franchisee, to:
(Name of Franchise Co.)
(Address)
(Attention:)
D. This Agreement shall be governed by, and construed under, the laws of the State of
Maryland, United States of America, without reference to any conflict of laws rules thereof.
E. This Agreement constitutes the entire agreement between the parties hereto which
respect to the subject matter hereof, and supersedes all prior understandings or agreements between
the parties hereto related to the subject matter hereof.

F. This Agreement does not create an agency relationship of any kind between
Marriott and Franchisee, each of whom is an independent contractor with respect to the other for
all purposes.
G. Franchisee agrees that it shall not discuss, solicit, or make an offer for employment,
nor allow any future manager of the Hotel (other than Marriott) to discuss, solicit or make an offer
for employment, to the Service Provider during the Term of this Agreement and for a period of
one (1) year thereafter, without Marriott’s prior written consent.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.
Marriott International Administrative Services, Inc. [Franchisee]
By: By:
Print Name: Print Name:
Title: Title:

EXHIBIT M
OPEN OUTLETS/UNOPENED OUTLETS

Westin
List of Open Franchised Outlets

(United States)
As of December 31, 2022
Alabama The Westin Monache Resort, Mammoth

The Westin Huntsville Intrawest Hospitality Management, LLC
Citrus North Hospitality, LLC 50 Hillside Drive
6800 Governors West, NW Mammoth Lakes, CA 93546
Huntsville, AL 35806 (760) 934-0400
(256) 428-2000
The Westin San Francisco Airport
Arizona SFO Bayshore Opco, L.L.C.
The Westin Tempe 1 Old Bayshore Highway
CAI Tempe Hotel Partners, LLC Millbrae, CA 94030
11 East 7th Street (650) 692-3500
Tempe, AZ 85281
(480) 968-8885 The Westin Verasa Napa
VY Verasa Commercial Company, LLC
The Westin La Paloma Resort & Spa 1314 Mckinstry Street
SWVP La Paloma, LLC Napa, CA 94559
3800 East Sunrise Drive (707) 257-1800
Tucson, AZ 85718
(520) 742-6000 The Westin Palo Alto
Palo Alto Hotel Development Venture, L.P.
675 El Camino Real
California Palo Alto, CA 94301
The Westin Anaheim Resort (650) 321-4422
FJS Inc.
1030 W Katella Ave. The Westin Pasadena
Anaheim, CA 92802 Pasadena Hotel Operator, LLC
(657) 279-9786 191 North Los Robles
Pasadena, CA 91101
The Westin Carlsbad Resort & Spa (626) 792-2727
Grand Pacific Carlsbad Lot 9, L.P.
5480 Grand Pacific Drive The Westin Rancho Mirage Golf Resort & Spa
Carlsbad, CA 92008 OC Mission Hills Project Owner, LLC
(760) 827-2427 71333 Dinah Shore Drive
Rancho Mirage, CA 92270
The Westin Long Beach (760) 328-5955
HCI 333 East Ocean Owner LP
333 East Ocean Boulevard The Westin Sacramento
Long Beach, CA 90802 Eagle TRS 4 LLC
(562) 436-3000 4800 Riverside Boulevard
Sacramento, CA 95822
The Westin Bonaventure Hotel & Suites, Los (916) 443-8400
Angeles
Today's IV, Inc. The Westin San Diego Bayview
404 South Figueroa Street DiamondRock San Diego Tenant, LLC
Los Angeles, CA 90071 400 West Broadway
(213) 624-1000 San Diego, CA 92101
(619) 239-4500
Westin

(United States)
The Westin San Jose The Westin Lake Mary, Orlando North
Khanna Enterprises V Limited Partnership YRG Hotel Group III, LLC
302 South Market Street 2974 International Parkway
San Jose, CA 95113 Lake Mary, FL 32746
(408) 295-2000 (407) 531-3555
Colorado The Westin Sarasota

The Westin Riverfront Resort & Spa, Avon, Vail DK Sarasota 41 LLC
Valley 100 Marina View Drive
Riverfront Village Hotel, LLC Sarasota, FL 34236
126 Riverfront Lane (941) 706-1607
Avon, CO 81620
(970) 790-6000 The Westin Tampa Waterside
Manatee Hotel, LLC
The Westin Westminster 725 South Harbour Island Blvd
WS W Squared, LLC Tampa, FL 33602
10600 Westminster Boulevard (813) 229-5000
Westminster, CO 80020
(303) 410-5000 The Westin Tampa Bay
Tampa Rocky Point Hotel LLC
Delaware 7627 W. Courtney Campbell Causeway
The Westin Wilmington Tampa, FL 33607
Wilmington Riverfront Tenant, LLC (813) 281-0000
818 Shipyard Drive
Wilmington, DE 19801 Georgia
(302) 654-2900 The Westin Atlanta Perimeter North
BHOV Atlanta Perimeter LLC
District of Columbia 7 Concourse Parkway NE
The Westin Washington, D.C. City Center Atlanta, GA 30328
DiamondRock DC M Street Tenant, LLC (770) 395-3900
1400 M Street NW
Washington, DC 20005 The Westin Atlanta Airport
(202) 429-1700 CP Best Rd., LLC
4736 Best Road
Atlanta, GA 30337
Florida (404) 762-7676
The Westin Fort Lauderdale Beach Resort
DiamondRock FL Tenant, LLC The Westin Buckhead Atlanta
321 North Fort Lauderdale Beach Boulevard Hostess (WBUC) Hotel TRS LLC
Fort Lauderdale, FL 33304 3391 Peachtree Road, N.E.
(954) 467-1111 Atlanta, GA 30326
(404) 365-0065
The Westin Fort Lauderdale
PFL VII, LLC The Westin Jekyll Island
400 Corporate Drive Jekyll Ocean Front Hotel, LLC
Fort Lauderdale, FL 33334 110 Ocean Way
(954) 772-1331 Jekyll Island, GA 31527
(912) 635-4545
Westin

(United States)
Hawaii Maryland
The Westin Hapuna Beach Resort The Westin Annapolis
Mauna Kea Resort LLC GPIF WANN Hotel LLC
62-100 Kauna'Oa Drive 100 Westgate Circle
Waimea, HI 96743 Annapolis, MD 21401
(808) 880-1111 (410) 972-4300
Illinois The Westin Baltimore Washington Airport - BWI

The Westin Chicago Northwest BWI Hospitality Holdings LLC
Chicago DT Operations LLC 1110 Old Elkridge Landing Road
400 Park Blvd. Linthicum Heights, MD 21090
Itasca, IL 60143 (443) 577-2300
(630) 773-4000
The Westin Washington National Harbor
The Westin Chicago Lombard 171 Waterfront, LLC
Lombard Public Facilities Corporation 171 Waterfront Street
70 Yorktown Center National Harbor, MD 20745
Lombard, IL 60148 (301) 567-3999
(630) 719-8000
Massachusetts
The Westin Chicago North Shore The Westin Boston Seaport District
AVR Wheeling Hotel Tenant LLC DiamondRock Boston Tenant, LLC
601 N. Milwaukee Avenue 425 Summer Street
Wheeling, IL 60090 Boston, MA 02210
(847) 777-6500 (617) 532-4600
Indiana The Westin Waltham Boston

The Westin Indianapolis HST Lessee Waltham LLC
WES IND Holdings, LLC 70 Third Avenue
241 W. Washington St. Waltham, MA 02451
Indianapolis, IN 46204 (781) 290-5600
(317) 262-8100
Michigan
Louisiana The Westin Southfield Detroit
The Westin New Orleans PHF II Southfield LLC
WNO Hotel TRS, LLC 1500 Town Center
100 Rue Iberville Southfield, MI 48075
New Orleans, LA 70130 (248) 827-4000
(504) 566-7006
Minnesota
Maine The Westin Edina Galleria
The Westin Portland Harborview Galleria Hotel, LLC
RB Portland LLC 3201 Galleria
157 High Street Edina, MN 55435
Portland, ME 04101 (952) 567-5000
(207) 775-5411
Westin

(United States)
The Westin Minneapolis The Westin Princeton at Forrestal Village

Madison South 6th TRS LLC HHC TRS Princeton LLC
88 South 6th Street 201 Village Boulevard
Minneapolis, MN 55402-1114 Princeton, J 08540
(612) 333-4006 (609) 452-7900
Mississippi New York

The Westin Jackson The Westin Buffalo
Capital Hotel Associates, LLC DNC Parks & Resorts at 250 Delaware, Inc.
407 South Congress Street 250 Delaware Avenue
Jackson, MS 39201 Buffalo, NY 14202
(601) 968-8200 (716) 854-9000
Missouri The Westin New York Grand Central

The Westin St. Louis DK WGC Fee Owner LLC
LCP Cupples SPE, LLC 212 East 42nd Street
811 Spruce Street New York, NY 10017
St. Louis, MO 63102 (212) 490-8900
(314) 621-2000
Ohio
Nevada The Westin Cincinnati
The Westin Lake Las Vegas Resort & Spa HST Lessee Cincinnati LLC
Pacifica LLV Hotel LLC 21 E. 5th Street
101 MonteLago Boulevard Cincinnati, OH 45202
Henderson, NV 89011 (513) 621-7700
(702) 567-6000
The Westin Cleveland Downtown
The Westin Las Vegas Hotel & Spa Madison 777 Saint Clair TRS LLC
HCI-Cerberus 160 East Flamingo Hotel TRS LLC 777 Saint Clair Avenue NE
160 East Flamingo Road Cleveland, OH 44114
Las Vegas, NV 89109 (216) 771-7700
(702) 836-5900
The Westin Great Southern Columbus
New Jersey MHF WC Operating VI LLC
The Westin Governor Morris, Morristown 310 S. High Street
INK Lessee, LLC Columbus, OH 43215
2 Whippany Road (614) 228-3800
Morristown, NJ 07960
(973) 539-7300 Pennsylvania
The Westin Philadelphia
The Westin Mount Laurel HHLP Liberty Lessee LLC
VW ML Hospitality LLC 99 South 17th Street at Liberty Place
555 Fellowship Road Philadelphia, PA 19103
Mount Laurel, NJ 08054 (215) 563-1600
(856) 778-7300
Westin

(United States)
South Carolina The Westin Dallas Stonebriar Golf Resort & Spa
The Westin Poinsett, Greenville LSREF6 SW Hotel TRS LLC
GLC, L.P. 1549 Legacy Drive
120 South Main Street Frisco, TX 75034
Greenville, SC 29601 (972) 668-8000
(864) 421-9700
The Westin Houston Downtown
Tennessee Downtown Houston Real Estate, LLC
The Westin Chattanooga 1520 Texas Avenue
The Gold Building - A Defoor Brothers Houston, TX 77002
Development (713) 228-1520
801 Pine St.
Chattanooga, TN 37402 The Westin Houston Medical Center, TX
(423) 531-4653 Pearl Houston Medical Center LLC
1709 Dryden Road
The Westin Memphis Beale Street Houston, TX 77030
Senate Hotel Memphis SPE, LLC (713) 730-2404
170 Lt. George W. Lee Avenue
Memphis, TN 38103 The Westin Dallas Fort Worth Airport
(901) 334-5900 BH DFW Property LP
4545 W. John Carpenter Freeway
The Westin Nashville Irving, TX 75063
Nashville Hospitality Capital LLC (972) 929-4500
807 Clark Place
Nashville, TN 37203 The Westin Riverwalk, San Antonio
(615) 248-2800 GPIF WSAN Riverwalk Hotel LLC
420 W Market Street
San Antonio, TX 78205
Texas (210) 224-6500
The Westin Austin at The Domain
Domain Hotel Operating Company, LLC The Westin San Antonio North
11301 Domain Drive LR SATX LLC
Austin, TX 78758 9821 Colonnade Boulevard
(512) 832-4197 San Antonio, TX 78230
(210) 691-8888
The Westin Austin Downtown
Wesaus, LLC The Westin Dallas Southlake
310 East 5th Street SRH Hospitality Southlake Operating LLC
Austin, TX 78701 1200 E. State Hwy 114
(512) 391-2333 Southlake, TX 76092
(817) 873-1900
The Westin Dallas Park Central
AWH Dallas PC Hotel, LP The Westin at The Woodlands
12720 Merit Drive BL W Owner LLC
Dallas, TX 75251 2 Waterway Square Place
(972) 385-3000 The Woodlands, TX 77380
(281) 419-4300
Westin

(United States)
Virginia
The Westin Alexandria Old Town The Westin Reston Heights
400 Courthouse Square, Alexandria, LLC NF III Reston Op Co, LLC
400 Courthouse Square 11750 Sunrise Valley Drive
Alexandria, VA 22314-5700 Reston, VA 20191
(703) 253-8600 (703) 391-9000
The Westin Arlington The Westin Richmond

Arlington Gateway Owner, L.P. Florida Avenue Hotel Associates, LLC
801 North Glebe Road 6631 West Broad Street
Arlington, VA 22203 Richmond, VA 23230
(703) 717-6200 (804) 282-8444
The Westin Crystal City Reagan National Airport The Westin Virginia Beach Town Center
AVR Crystal City Tenant LLC TCA Block 7 Hotel, L.L.C.
1800 Jefferson Davis Highway 4535 Commerce Street
Arlington, VA 22202 Virginia Beach, VA 23462
(703) 486-1111 (757) 557-0550
The Westin Tysons Corner Wisconsin

7801 Leesburg Pike Tysons Corner Owner, LLC The Westin Milwaukee
7801 Leesburg Pike JSWD Wisconsin Venture I LLC
Falls Church, VA 22043 550 North Van Buren Street
(703) 893-1340 Milwaukee, WI 53202
(414) 224-5224
The Westin Washington Dulles Airport
Brentwood Dulles Corner, LLC
2520 Wasser Terrace
Herndon, VA 20171
(703) 793-3366
Westin

(Canada)
Alberta
The Westin Calgary Airport Ontario
2100161 Alberta Ltd. The Westin Trillium House, Blue Mountain
671 Aero Drive NE Blue Mountain Resorts Limited
Calgary, AB T2E 8Z9 220 Gord Canning Drive
(403) 452-5406 Blue Mountains, ON L9Y 0V9
(705) 443-8080
British Columbia
The Westin Wall Centre, Vancouver Airport The Westin Bristol Place Toronto Airport
WWC Hotels LLP 950 Dixon Hospitality Inc.
3099 Corvette Way 950 Dixon Road
Richmond, BC V6X 4K3 Toronto, ON M9W 5N4
(604) 303-6565 (416) 675-9444
The Westin Bear Mountain Golf Resort & Spa,

Victoria Quebec
Bear Mountain Golf Resort and Spa Ltd. Le Westin Tremblant
1999 Country Club Way Syndicat des co-propriétaires Le Royal Tremblant
Victoria, BC V9B 6R3 100 Chemin Kandahar
(250) 391-7160 Mont Tremblant, QC J8E 1E2
(819) 681-8000
The Westin Resort & Spa, Whistler
OHR Whistler Management LTD Le Westin Montreal
4090 Whistler Way Atlific Hotels & Resorts Limited Partnership
Whistler, BC V0N 1B4 270 Saint-Antoine Ouest
(604) 905-5000 Montreal, QC H2Y 0A3
(514) 380-3333
Nova Scotia
The Westin Nova Scotian
Hotel N.S. Ownership Limited Partnership
1181 Hollis Street
Halifax, NS B3H 2P6
(902) 421-1000
Westin
List of Franchised Outlets Not Yet Open

(United States)
California
Westin Oakland/Dublin The Westin Raleigh-Durham Airport
Dublin, CA Raleigh, NC
LN Hospitality Dublin 4, LLC CMC Macaw LLC
(650) 826-1954 (919) 427-1691
Colorado The Westin Wilmington North Carolina

The Westin Greenwood Village Wilmington, NC
Greenwood Village, CO Chi Wilmington, LLC
Greenwood Village Hotel, LLC (336) 274-8531
(414) 226-1960
Virginia
Florida The Westin Richmond Downtown
The Westin Cocoa Beach Resort & Spa Richmond, VA
Cocoa Beach, FL 909 Main, LLC
DAD 1300 N Atlantic Cocoa, LP (804) 777-9000
(561) 207-2700
Georgia
Westin Atlanta/Douglasville
Atlanta, GA
Foxhall AMCO TMT, LLC
(305) 443-1000
The Westin Atlanta Gwinnett

Duluth, GA
Concord Sugarloaf Hotel, LLC
(919) 455-2890
Illinois
The Westin Chicago Midway
Bedford Park, IL
Midway Hotel One, LLC
(574) 514-0033
New York
The Westin Flushing
Flushing, NY
CG & J Realty, LLC
(718) 939-1060
North Carolina
The Westin Greensboro
Greensboro, NC
Elm Street Hotel, LLC
(336) 273-4425
Westin
List of Franchised Outlets Not Yet Open

(Canada)
Alberta
The Westin Edmonton Gateway
Edmonton, AB
Neelam Investments Ltd
(604) 580-1042
EXHIBIT N
FORMER FRANCHISEES
WESTIN HOTELS
FORMER FRANCHISEES
The list below includes all Westin Hotel franchisees that had an outlet terminated, canceled, not renewed,
or otherwise voluntarily or involuntarily ceased to do business under the franchise agreement during the
most recently completed fiscal year or who has not communicated with us within ten (10) weeks of the
issuance date of this document. The list includes franchisees whose franchise agreement was terminated
prior to the opening of the hotel (as noted below).
If you buy this franchise, your contact information may be disclosed to other buyers when you leave
the Westin franchise system.
Operating Hotels:
California
Pasadena, CA Illinois
Pasadena Hotel Operator, LLC fka Pasadena Itasca, IL
Hotel John Bailey, as Receiver
Operator, Inc. Dallas, TX
Chicago, IL (214) 987-9300
(847) 482-8600
Ohio
San Jose, CA Cleveland, OH
AJU Hotel Silicon Valley LLC Optima 777, LLC
New York, NY Denver, CO
(714) 815-0757 (303) 595-7221
Georgia Texas
Jekyll Island, GA Frisco, TX
Jekyll Ocean Front Hotel LLC Legacy Stonebriar Hotel, Ltd.
Wilmington, DE Dallas, TX
(302) 761-7306 (469) 210-0461
Hotels Not Yet Opened:
North Carolina
Raleigh, NC
CV Hotel, LLC
Chester, VA
(804) 777-9000
1
2023 Ex N - (WE) Former Franchisees:3323727_1 (03/31/2023)
EXHIBIT O
COMFORT LETTER
Bethesda, MD 20814
[Date]
«Lender_Name»
«lender_street»
«lender_city», «lender_state» «lenderZipCode»
Attn: «LenderContact»
Re: «brand»
«address»
«city», «state» «zip» (the “Hotel”)
Dear Lender:
«Franchisor_Licensor» (“Franchisor”) has entered into a Franchise Agreement (the “Franchise

Agreement”) dated «exe_date» with «Franchise_Name» (“Franchisee”). [NOTE: INCORPORATE
OWNER IF AN OWNER AGREEMENT HAS BEEN ENTERED INTO IN CONNECTION WITH
THE FRANCHISE AGREEMENT.] As of this date and to the best of Franchisor’s knowledge, the
Franchise Agreement is in full force and effect and Franchisor has issued no notice of a default by
Franchisee under the Franchise Agreement which default remains uncured as of the date hereof (the “No-
Defaults Representation”).
«Lender_Name» (“Lender”) and Franchisee have informed Franchisor that Lender will loan or
has loaned funds that will be used for the direct benefit of the Hotel and will be secured by the Hotel (the
“Loan”). [NOTE: CONFIRM DESCRIPTION OF LOAN IS CORRECT.] Lender and Franchisee
have requested that Franchisor enter into this comfort letter. Franchisee will pay the current lender
comfort letter processing fee applicable to such request. The undersigned parties agree as follows:
[USE FOR REPLACEMENT C/Ls DRAFTED ON 2021 FORM OR LATER:
«Lender_Name» (“Lender”) and Franchisee have informed Franchisor that Lender is the current
holder of the loan that is being used for the direct benefit of the Hotel and is secured by the Hotel (the
“Loan”) and that, as of the date hereof, the Loan is not in default. [NOTE: CONFIRM DESCRIPTION OF
LOAN IS CORRECT.] Lender and Franchisee have requested that Franchisor enter into this comfort letter.
Franchisee will pay the current lender comfort letter processing fee applicable to such request. The
undersigned parties agree as follows:]
[USE FOR REPLACEMENT C/Ls DRAFTED ON PRE-2021 FORM]:
«Lender_Name» (“Lender”) and Franchisee have informed Franchisor that Lender is the current
holder of the loan that is being used for the direct benefit of the Hotel and is secured by the Hotel (the
“Loan”). [NOTE: CONFIRM DESCRIPTION OF LOAN IS CORRECT.] Lender and Franchisee have
requested that Franchisor enter into this comfort letter. Franchisee will pay the current lender comfort letter
processing fee applicable to such request. The undersigned parties agree as follows:]
1. Franchisee Defaults. Franchisor will copy Lender on any notice of default or

termination issued to Franchisee under the Franchise Agreement. Lender may, on notice to Franchisor,
cure such default on Franchisee’s behalf during the cure period established in the default notice.
2023 Ex O - Merge Form Comfort Letter (all brands):3354452_1 (03/31/2023)

_____________
Page 2
Franchisor may extend Lender’s right to cure for such reasonable period beyond the cure period
established in the default notice if: (i) the default is not related to health or safety; (ii) the default is
susceptible to cure by Lender; (iii) Lender notifies Franchisor of Lender’s agreement to cure the default as
soon as reasonably possible, but by no later than two days before expiration of the cure period established
in the default notice; (iv) all fees, charges, and other amounts due Franchisor or any of its Affiliates under
the Franchise Agreement or in connection with the Hotel are kept current; (v) Lender diligently pursues
cure of the default; and (vi) the Hotel is at all times operated in accordance with the Franchise Agreement,
except for the specific default described in the default notice.
2. Lender Foreclosure.
A. If Lender acquires ownership, control or possession of the Hotel by foreclosure, a

deed in lieu of foreclosure, or any other exercise of its rights as a secured lender, and Lender desires that
the Hotel continue to be operated as part of the «brand» system of hotels, then: (i) Lender may, by notice
and payment to Franchisor of a non-refundable $5,000 application fee within 10 days after Lender
acquires ownership, control or possession of the Hotel, request Franchisor to enter into a new franchise
agreement and consent to substitute management for the Hotel; and (ii) within 30 days after such request,
Lender and Franchisor will execute a new «brand» franchise agreement, subject to the satisfaction of the
terms of Paragraph 2 and Paragraph 4. Such new franchise agreement will be dated as of the date that
Lender acquired ownership, control or possession of the Hotel, will be for a term equal to the then-
remaining term of the Franchise Agreement, and will otherwise be on the form of franchise agreement in
Franchisor’s then-current franchise disclosure document, except that Lender will not be required to pay
the stated application fee or implement a typical change of ownership property improvement plan.
Instead, Lender will only be required to: (a) pay the $5,000 application fee set forth in the first sentence
of this Paragraph 2.A.; (b) pay Franchisor’s outside counsel costs in connection with the new franchise
agreement and related agreements; (c) cure any quality, service, or other deficiency in Franchisee’s prior
performance of its obligations under the Franchise Agreement and under any other agreements with
Franchisor and its Affiliates relating to the Hotel, but excluding any unpaid liquidated damages; and
(d) comply with the renovation and upgrading requirements that are stated in the Franchise Agreement or
that are otherwise required of other «brand» franchisees.
B. Franchisor’s obligations under Paragraph 2.A. and 3 are subject to: (i)
Franchisor’s receipt of evidence satisfactory to Franchisor that any party with whom Franchisor enters
into a franchise agreement under Paragraph 2.A., any of such party’s directors, officers, and Affiliates,
and any of their funding sources is not a Competitor, an Affiliate of a Competitor, or a Restricted Person;
(ii) Lender or the receiver, as the case may be, and each of its interestholders satisfying Franchisor’s then-
current owner qualifications; and (iii) Franchisor’s receipt of a guaranty on terms acceptable to
Franchisor, in its sole discretion.
C. If Lender acquires ownership, control or possession of the Hotel by foreclosure, a

deed in lieu of foreclosure, or any other exercise of its rights as a secured lender, and Lender desires that
the Hotel no longer be operated as part of the «brand» system of hotels, Lender will notify Franchisor of
such desire within 10 days after Lender acquires ownership, control or possession of the Hotel, cooperate
with Franchisor in the removal of the Hotel from the «brand» system of hotels, and promptly comply with
Paragraph 12.
D. Lender may designate a wholly-owned subsidiary of Lender (a “Lender Entity”)

to acquire the Hotel and enter into the franchise agreement referred to in Paragraph 2.A., in which case
the requirements of this Paragraph 2 shall apply to such Lender Entity.

_____________
Page 3
3. Receivership. If Lender has a receiver appointed for the Hotel during a foreclosure
proceeding or through any exercise of its rights as a secured lender, Lender may, by notice and payment
to Franchisor of a non-refundable $5,000 application fee, which is due by no later than the date on which a
receiver has taken possession of the Hotel, have the Hotel operated by a management company under
Paragraph 4 if: (i) subject to satisfaction of the requirements listed in clauses (b) through (d) of Paragraph
2.A. and the requirements in Paragraph 2.B. above, the receiver enters into a franchise agreement with
Franchisor on terms acceptable to Franchisor; (ii) the receiver is specifically authorized to enter into the
franchise agreement by order of the court appointing such receiver; and (iii) such court issues an order
that requires the Hotel to be operated in accordance with state, local, and federal laws and includes such
other provisions about the franchise agreement and the operation of the Hotel as may be requested by
Franchisor.
4. Substitute Manager. Lender’s right to propose a substitute manager for the Hotel under
this comfort letter is subject to the terms of this Paragraph 4. At Lender’s request, Franchisor will provide
Lender a list of management companies that would be consented to by Franchisor to operate the Hotel. If
possible, such list will contain at least three management companies. Franchisor may withhold its consent
to any proposed management company that Franchisor determines in its Reasonable Business Judgment:
(i) is not financially capable; (ii) does not have the managerial skills or operational capacity required to
operate «brand» hotels; or (iii) is not otherwise able to comply fully with the requirements of the
franchise agreement. If at any time during Lender’s ownership, control, or possession of the Hotel, the
Hotel is operated by a management company not consented to by Franchisor, Franchisor may
immediately terminate the Franchise Agreement, this comfort letter, and the Hotel’s relationship with the
«brand» system of hotels on notice to Lender.
5. Notification of Lender Enforcement Actions. Lender will notify Franchisor at least 10

days before Lender: (i) commences foreclosure proceedings on the Hotel; (ii) petitions for appointment of
a receiver, obtains the entry of an order for relief, or takes any action under federal or state bankruptcy
laws or similar laws with regard to the Hotel; (iii) accepts a deed for the Hotel in lieu of foreclosure; or
(iv) takes ownership, possession, or control of the Hotel, directly or indirectly, in any manner. Such
notice will identify the court in which any such action referred to in subsection (i) or subsection (ii) will
be filed. Within 30 days after Lender receives notice of another party’s commencement of foreclosure
proceedings, filing of an action for the appointment of a receiver, or filing of a petition for relief under
state or federal bankruptcy laws with regard to the Hotel, Lender will notify Franchisor of such matters.
After the initial timely notification of Franchisor required under clauses (i) through (iv) above, Lender
will 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 ownership, control or
possession of the Hotel.
6. No Consent to Assignment of Franchise Agreement. Any current and any future

collateral assignment, pledge, grant of a security interest or other transfer to Lender or its Affiliates of any
interest in the Franchise Agreement: (i) has not been and will not be consented to by Franchisor; (ii) does
not and will not affect Franchisor’s rights under the Franchise Agreement; (iii) does not and will not grant
Lender or any other Person any rights under the Franchise Agreement or any rights relating to the license
granted under the Franchise Agreement, including the right to operate the Hotel as part of the «brand»
system of hotels; and (iv) is and will be limited by the terms of this comfort letter. Neither Lender nor
Franchisee will assign or otherwise transfer any rights under this comfort letter (which is non-assignable)
or under the Franchise Agreement without the prior written consent of Franchisor, and any purported
assignment or transfer without Franchisor’s prior written consent will be void and ineffective. Lender’s
only rights relating to the Franchise Agreement and the license granted under the Franchise Agreement,

_____________
Page 4
including the right to operate the Hotel as part of the «brand» system of hotels, are stated in this comfort
letter.
7. Transition of Control of the Hotel. Lender, Franchisor, and Franchisee will cooperate
so that any change in ownership, possession or control of the Hotel under this comfort letter will be
conducted: (i) efficiently; (ii) without inconvenience to the guests and employees of the Hotel; and (iii) in
accordance with applicable law, including the WARN Act (29 U.S.C. §§ 2101et seq.).
8. No Claims. Franchisor may discuss with Lender, successor mortgagee, any receiver
requested by Lender, or any of their respective designees the status of the Hotel, the Franchise
Agreement, the terms of any agreement contemplated by this comfort letter, and any matters of which
Lender is entitled to receive notice. Franchisor and its Affiliates, agents, employees, officers, directors,
successors, assigns, and representatives (“Released Persons”) will not be liable to any Person for taking
any action or providing any information required or contemplated by this comfort letter (“Comfort Letter
Acts”). On behalf of itself and its owners, Affiliates, agents, officers, directors, employees,
representatives, successors, and assigns, Franchisee releases, discharges, and holds harmless the Released
Persons from any and all actions, causes of action, suits, claims, demands, damages, debts, accounts, and
judgments, at law or in equity, for any Comfort Letter Acts. Franchisee also represents as of this date and,
to the best of its knowledge, that: (i) there is no existing default by either Franchisee or Franchisor under
the Franchise Agreement; (ii) no event has occurred which, with the giving of notice or passage of time,
or both, would constitute a default by either Franchisee or Franchisor under the Franchise Agreement; and
(iii) Franchisee has no claims against Franchisor. Franchisor’s rights under this Paragraph 8 will survive
termination of this comfort letter.
9. Notices. All notices required under this comfort letter will be: (i) in writing;
(ii) delivered by hand with receipt, or by courier service with tracking capability; and (iii) addressed as
stated below or at any other address designated in writing by the party entitled to receive the notice:
If to Lender, to:
«Lender_Name»
«lender_street»
«lender_city», «lender_state» «lenderZipCode»
Attn: «LenderContact»
With a copy to:
If to Franchisor, to:
Bethesda, MD 20814
Any notice will be deemed received (i) when delivery is received or first refused, if delivered by hand or
(ii) one day after posting of such notice, if sent via overnight courier.
10. No Representations or Warranties; No Third Party Beneficiary. Franchisor has not

provided and, by issuing this comfort letter, is not providing: (i) any representation that it endorses,
approves, or recommends the Loan or any financial projections delivered to Lender in connection with
the Loan; (ii) any guarantee or assurance that Franchisee, or any other party will be able to repay the

_____________
Page 5
Loan; or (iii) any endorsement, approval, or recommendation of Franchisee or Franchisee’s character or

reputation. Because the No-Defaults Representation only covers the status of the Franchise Agreement as
of the date of this comfort letter, Lender will not rely on the No-Defaults Representation as to the status
of the Franchise Agreement after the date of this comfort letter. On Lender’s request, Franchisor will
represent to Lender, to the best of Franchisor’s knowledge, whether Franchisor has issued any notice of a
default by Franchisee under the Franchise Agreement, which default remains uncured as of such date, or
any notice of termination under the Franchise Agreement. If Lender makes a decision (for example, to
exercise any of its enforcement rights under the Loan) or issues a representation or warranty to another
party (for example, in connection with a modification, securitization, or sale of the Loan) without
requesting such a representation from Franchisor, then Lender will not: (i) rely on any past notice of
default or termination under the Franchise Agreement; or (ii) rely on its own assumption as to the status
of the Franchise Agreement (for example, on the assumption that no default exists because Lender did not
receive a copy of a default notice). This comfort letter is solely for the benefit of the addressee named on the
first page of this comfort letter and is not intended to create any third party beneficiary.
11. Replacement Comfort Letter. Franchisor will issue a replacement comfort letter on the
form of comfort letter in Franchisor’s then-current franchise disclosure document, if Lender: (A) transfers
the Loan to a successor mortgagee that is a financial institution in the business of routinely financing real
estate transactions or designates a trustee of a trust established in connection with the securitization of the
Loan (each, a “Replacement Event”), provided that such transferee or designee (i) is not a Competitor, an
Affiliate of a Competitor, or a Restricted Person, and (ii) is not an Affiliate of Franchisee; and (B)
provides a written request to Franchisor, no later than 90 days after the Replacement Event, to issue a
replacement comfort letter, and includes in such request: (i) the name and address of the entity for which
the replacement comfort letter is requested to be issued, (ii) the name, address, telephone number, and
email address for the contact person for such entity, (iii) the date of the Replacement Event, and (iv) a
statement that the Loan is not in default. Franchisee will pay the then-current lender comfort letter
processing fee for any such requests. Franchisor reserves the right to require representations and
warranties or certifications that the conditions in this Paragraph 11 are met before issuing any
replacement comfort letter. Any such replacement comfort letter will supersede this comfort letter.
12. Possession of the Hotel. If Lender or a receiver appointed at the request of Lender owns,
controls, or possesses the Hotel, Lender will: (i) at Franchisor’s request, after termination of the Franchise
Agreement for any reason, immediately perform, or cause the receiver to perform, the requirements of the
Franchise Agreement for de-identifying the Hotel as part of the «brand» system of hotels; and
(ii) indemnify, defend, and hold harmless Franchisor and its Affiliates against any loss, claim, or other
liability of any kind arising from or in connection with the operation of the Hotel as part of the «brand»
system of hotels at any time during such ownership, control, or possession. Lender’s obligations under
this Paragraph 12 will survive termination of this comfort letter. Nothing in this comfort letter (or a court
order appointing a receiver) will limit Franchisor’s rights or remedies under the Franchise Agreement or
to seek legal redress for any unauthorized use of Franchisor’s trademarks, service marks, or systems.
13. Termination. This comfort letter will terminate and Lender will have no rights under
this comfort letter if:
(A) Lender has been taken over in any manner by any state or federal agency or is in
a receivership, conservatorship, reorganization, or liquidation, or Lender or any of its officers or directors
has entered into, or is subject to, a cease and desist order or any other formal or informal written
agreement with a federal or state regulatory agency;
(B) Lender no longer holds a valid first mortgage or security deed for the Hotel,
unless (a) Lender has acquired ownership, possession or control of the Hotel by foreclosure, deed in lieu

_____________
Page 6
of foreclosure, or any other exercise of its rights as a secured lender, in which case Lender will have the
rights stated in Paragraph 2.A. for the period stated in such Paragraph; or (b) there has been a
securitization or transfer of the Loan, in which case Lender will have the rights stated in Paragraph 11 for
the period stated in such Paragraph;
(C) the Franchise Agreement has expired by its terms;
(D) the Franchise Agreement has been terminated, unless such a termination is the
result of the timely exercise of Lender’s rights under Paragraph 2 or Paragraph 3, in which case this
comfort letter will terminate on the exercise or expiration of such rights, but in no event later than 45 days
after such termination of the Franchise Agreement; or
(E) Lender breaches this comfort letter.
Lender agrees to notify Franchisor promptly following the occurrence of any of the circumstances
described in clause (A) or (B) of this Paragraph 13, but Lender’s failure to give such notice will not affect
the automatic termination of this comfort letter.
14. Effectiveness. Franchisor will have no obligations under this comfort letter unless and
until Lender, Franchisee, and Franchisor have executed this comfort letter and delivered it to the other
parties. This comfort letter may be executed in any number of counterparts, each of which will be deemed
an original and all of which constitute one and the same instrument. Delivery of electronic signature or an
executed signature page by electronic transmission is as effective as delivery of an original signed
counterpart. Each party hereto waives any defenses to the enforceability of the terms of this comfort letter
based on the foregoing forms of signature.
15. Interpretation of Agreement. Lender, Franchisee, and Franchisor intend that this
comfort letter excludes all implied terms to the maximum extent permitted by applicable law. Headings of
Paragraphs are for convenience and are not to be used to interpret the Paragraphs to which they refer.
Words indicating the singular include the plural and vice versa as the context requires. References to
days, months, and years are all calendar references. References that a Person “will” do something mean
the Person has an obligation to do such thing. References that a Person “may” do something mean the
Person has the right, but not the obligation, to do so. References that a Person “may not” or “will not” do
something mean the Person is prohibited from doing so. Examples used in this comfort letter and
references to “includes” and “including” are illustrative and not exhaustive. Issuance of this comfort
letter, as well as any terms granted herein, do not create any binding obligation on Franchisor to
provide similar terms or conditions in the future. If not defined in this comfort letter [or in Exhibit
A to this comfort letter], capitalized terms have the meanings stated in the Franchise Agreement.
[NOTE: IF THE FORM OF THE FRANCHISE AGREEMENT PRE-DATES THE MARCH 31,
2020 FORM, ADD EXHIBIT A TO INCORPORATE NEW OR REVISED DEFINED TERMS.]

_____________
Page 7
Very truly yours,
By:
Name:
Title:
«Franchise_Name»
By:
Name:
Title:
«Lender_Name»
By:
Name:
Title:
cc:

_____________
Page 8
[NOTE: ADD THIS EXHIBIT A ONLY IF THE FORM OF THE FRANCHISE AGREEMENT
PRE-DATES THE MARCH 31, 2020 FORM.]
EXHIBIT A
DEFINITIONS
Definitions. For the purposes of this comfort letter:
“Affiliate” means, for any Person, a Person that is directly or indirectly Controlling, Controlled
by, or under common Control with such Person.
“Brand” means a hotel brand, trade name, trademark, system, or chain of hotels.
“Competitor” means any Person that has a direct or indirect Ownership Interest in a Brand or is
an Affiliate of such a Person, or any Person that is a Master Franchisee of a Brand, or any officer or
director of such Person, but only if the Brand is comprised of at least: (i) 10 luxury hotels; (ii) 20 full-
service hotels; or (iii) 50 limited-service hotels. For purposes of this definition: “luxury” hotels are hotels
that had a system average daily rate in excess of $200 for the most recent year; “full-service” hotels are
hotels that offer three meals per day and have at least 3,000 square feet of meeting space; and “limited-
service” hotels are hotels that are neither “luxury” hotels nor “full-service” hotels. No Person will be
considered a Competitor if such Person has an interest in a Brand merely as: (i) a franchisee; (ii) a
management company that operates hotels on behalf of multiple brands; or (iii) a passive investor that has
no Control over the business decisions of the Brand, such as limited partners or non-Controlling
stockholders.
“Control” (in any form, including “Controlling” or “Controlled”) means, for any Person, the
possession, directly or indirectly, of the power to direct or cause the direction of the management or
policies of such Person or the power to veto major policy decisions of such Person. If a Person (or group
of Persons acting together collectively) beneficially owns less than 25% of the voting stock of a publicly-
traded company, such Person (or group of Persons) will not be considered to have Control of such
company solely because of such beneficial ownership.
“Master Franchisee” means a Person that has the exclusive rights to develop, operate or sub-
license a Brand.
“Ownership Interest” means all forms of legal or beneficial ownership of entities or property,
including the following: stock, partnership, limited liability company, joint tenancy, leasehold,
proprietorship, trust, beneficiary, proxy, power-of-attorney, option, warrant, and any other interest that
evidences ownership or Control, whether direct or indirect (unless otherwise specified).
“Person” means an individual (and the heirs, executors, administrators or other legal
representatives of an individual), a partnership, a joint venture, a firm, a company, a corporation, a
governmental department or agency, a trustee, a trust, an unincorporated organization or any other legal
entity.

_____________
Page 9
“Reasonable Business Judgment” means:
1. For decisions affecting the System, that the rationale for Franchisor’s decision has a
business basis that is intended to: (i) benefit the System or the profitability of the System, including
Franchisor, regardless of whether some hotels may be unfavorably affected; (ii) increase the value of the
Proprietary Marks; (iii) enhance guest, franchisee or owner satisfaction; or (iv) minimize potential brand
inconsistencies or customer confusion; and
2. For decisions unrelated to the System (for example, a requested approval for the Hotel),
that the rationale for Franchisor’s decision has a business basis and Franchisor has not acted in bad faith.
“Restricted Person” means a Person: (a) that is identified by any government or legal authority as
a Person with whom Franchisor or its Affiliates are prohibited or restricted from transacting business,
including: (i) any Person on the U.S. Department of Treasury’s Office of Foreign Assets Control List of
Specially Designated Nationals and Blocked Persons, the list of Financial Sanctions Targets maintained
by His Majesty’s Treasury, the Consolidated List of Persons, Groups and Entities Subject to EU
Financial Sanctions, or any other list or designation of targeted persons, entities or groups under
economic sanctions laws made by the United States, the European Union, the United Kingdom or the
United Nations Security Council; and (ii) any Person ordinarily resident, incorporated, or located in any
country or territory subject to comprehensive U.S., U.K. or E.U. sanctions, or owned or Controlled by, or
acting on behalf of, the government of any such country or territory; or (b) that is an Affiliate of or
Controlled by, or in which 10% or more of the Ownership Interests are held by, any Person identified in
clause (a).

EXHIBIT P
PRE-OPENING AGREEMENT
[DATE]
{name}
{address}
Re: Proposed Conversion of _______________________________ (the “Hotel”) to a/an

[Autograph Collection] [Delta] [Le Méridien] [[JW] Marriott] [Renaissance]
[Sheraton] [The Luxury Collection] [Tribute Portfolio] [Westin] Hotel
Dear _________________:
This letter agreement (“Letter Agreement”) sets forth our understandings regarding the
procurement of, and payment for, information and technology systems and related training and other
services for the Hotel.
Marriott International, Inc. (“Marriott”) is currently in negotiations with ____________________

(“Franchisee”), regarding a/an [Autograph Collection] [Delta] [Le Méridien] [[JW] Marriott]
[Renaissance] [Sheraton] [The Luxury Collection] [Tribute Portfolio] [Westin] franchise agreement
for the Hotel. Franchisee has informed Marriott of its desire to convert the Hotel to a/an [Autograph
Collection] [Delta] [Le Méridien] [[JW] Marriott] [Renaissance] [Sheraton] [The Luxury
Collection] [Tribute Portfolio] [Westin] Hotel on or about ______________. Franchisee acknowledges
that Marriott does not typically conduct site visits or place orders for information and technology systems
[in certain instances, add: and related training] and other services for the Hotel (the “Goods”) before the
execution of a franchise agreement. However, as an accommodation to Franchisee and in order to meet
Franchisee’s desired conversion deadline, Marriott is willing to conduct site visits and submit orders for
the Goods on the terms of this Letter Agreement.
Marriott and Franchisee agree that Marriott will order the Goods referenced in the attached
estimate worksheet (the “Cost Estimate”) before the execution of a franchise agreement. The cost
estimate for the procurement of such Goods for the Hotel is $__________. Franchisee acknowledges that
the costs for such items and services are subject to change and that the actual costs may exceed the Cost
Estimate.
Franchisee agrees to pay, or cause to be paid, Marriott’s expenses incurred in connection with
such site visits and the Goods ordered by Marriott for the Hotel, regardless of whether the parties enter
into a franchise agreement. Such payment shall be due and payable to Marriott within 30 days of
Franchisee’s receipt of an invoice from Marriott.
Nothing in this Letter Agreement will be construed as an obligation by Marriott to grant a

franchise to Franchisee for the Hotel, authorization to use any of the Goods, or authorization to advertise
or present the Hotel as a member (or future member) of the [Autograph Collection] [Delta] [Le
Méridien] [[JW] Marriott] [Renaissance] [Sheraton] [The Luxury Collection] [Tribute Portfolio]
[Westin] Hotel System. Such franchise and authorizations will only be granted pursuant to a signed
franchise agreement between Franchisee and Marriott.
Franchisee represents that it has ownership, possession or control of the Hotel and the Site and
the right to enter into this Term Sheet and the Agreements. Franchisee represents and warrants to
1
2023 Ex P (FS ONLY) - Pre-Opening Agreement:3360755_1 (03/31/2023)
_________________________
Page 2
Franchisor that no agreement or other arrangement of any type (including any management agreement,
franchise agreement, letter of intent, option to purchase, technical services agreement, reservation
agreement, or any oral agreement or course of conduct which could be construed to be a contract) exists,
as of the date of this Term Sheet, with any third party relating to the Site or the Hotel, which would
prohibit or conflict with the Franchisee’s ability to enter into this Term Sheet or the Agreements (each, a
“Third Party Agreement”). If any Third Party Agreement exists, on request of Franchisor, Franchisee will
provide documentation acceptable to Franchisor that evidences the expiration or right to terminate such
Third Party Agreement. Franchisee will defend, indemnify and hold harmless Franchisor, its Affiliates,
and their respective directors, officers, employees, and agents, from any claim, loss, liability, cost, or
expense arising out of any agreement alleged by any third party to be in conflict with this Term Sheet.
Except as required by law or as necessary to enforce this Letter Agreement in any legal
proceedings, Franchisee agrees to keep confidential and not disclose (a) the existence or terms of this
Letter Agreement and (b) any proprietary information or know-how associated with the technology
systems purchased in accordance with this Letter Agreement, in each case, to any person or entity,
This Letter Agreement (a) sets forth the entire agreement between the parties pertaining to the
subject matter of this Letter Agreement, (b) is governed by and construed under the laws of the State of
Maryland, which laws will prevail in the event of any conflict of law, (c) is not assignable by Franchisee
without the consent of Marriott, (d) is binding upon and inures to the benefit of the parties and their
permitted successors and assigns, and (e) may be executed in counterparts, all of which constitute one and
the same instrument. Delivery of an executed signature page by electronic transmission is as effective as
an original signed counterpart. Upon execution by Franchisee and Marriott of a franchise agreement for
the Hotel, this Letter Agreement shall automatically terminate and be superseded by the provisions of the
franchise agreement.
Please indicate your acceptance of the terms of this Letter Agreement by signing this Letter
Agreement, under seal, in the space provided below and returning an executed version to Marriott.
Respectfully,
By: ____________________________ (SEAL)

Name:
Title:
Agreed to and Acknowledged on this

________________________:
[FRANCHISEE]
By: _____________________________ (SEAL)

Name:
Title:
2
_________________________
Page 3
COST ESTIMATE
3
EXHIBIT Q
SAMPLE FINANCE AGREEMENTS

Credit Enhancement Commitment Letter
________________, 20__
______________________
______________________
______________________
Attention: __________
Re: Credit Enhancement in connection with a [brand] hotel to be

located in ________________ (“Project”)
Dear _____________:
We are pleased to inform you that Marriott International Capital Corporation [MICC
(California), LLC for California transactions] (“MICC”), has approved a limited payment
guaranty (“Credit Enhancement”) of the Loan (as defined below) for the [construction and]
mini-permanent financing of the Project, subject to the terms and conditions set forth herein
(“Commitment”).
1. Description of Project: When completed, the Project will consist of a _____ -

room [brand] hotel (“Hotel”) situated on a ______-acre site in _____________. [The Hotel
will be constructed on a parcel that is subject to a long-term ground lease (“Ground Lease”)
and Borrower is the tenant under the Ground Lease.]
2. Borrower: ______________, a ___________________, a single asset

“bankruptcy remote” entity, whose sole purpose is the development and ownership of the
Project.
3. Lender: ______________________.
4. Loan: ___________________ Dollars ($________.00) loan from Lender to

Borrower. The Loan will be secured by a first priority deed of trust or mortgage encumbering
the Project (“Mortgage”) in favor of Lender.
5. Credit Enhancer: MICC.
6. Guaranteed Amount: MICC shall guarantee a portion of the Loan equal to the
lesser of: (i) _______________ Dollars ($________.00), or (ii) the amount that is equal to
[________ percent ( ___ %) of the outstanding principal balance of the Loan / ten percent (10%)
of Project Costs (“Maximum Amount”). As used herein, “Project Costs” means (a) the
acquisition costs of the land on which the Project is located; (b) all labor, materials, and
services needed to design and construct the Hotel; (c) interest and closing costs for the Loan;
and (d) all other expenses anticipated by Borrower incident to the acquisition of the property,
construction of the Hotel and closing the Loan] (“Maximum Amount”). [Note – conform to
specifics of Credit Enhancement Agreement]
2023 Ex P (SS & ES) _ Ex Q (FS) - Sample Financing Agreements (all brands):3360752_2 (03/31/2023)
7. Credit Enhancement Obligations: MICC and Lender shall execute a Credit
Enhancement Agreement setting forth the rights and obligations of those parties and the terms
and conditions upon which MICC shall pay guaranteed amounts up to the Maximum Amount.
MICC’s obligations to Lender under the Credit Enhancement Agreement shall arise upon the
occurrence of a failure by Borrower or __________________, as guarantor under the Loan, to
make any scheduled monthly payment of principal and/or interest under the Loan or to fund any
construction shortfall as determined by the Lender. Upon receipt of a notice of such a default,
MICC may elect to:
(a) cure the default by making the delinquent payment of principal and/or
interest directly to Lender or by funding the amount of the construction shortfall, as applicable,
or
(b) purchase the Loan from Lender, or
(c) direct Lender to pursue its remedies under the Mortgage, after which
MICC shall reimburse Lender, up to the Maximum Amount, for any deficiency.
8. Reimbursement Agreement and Equity Pledge:
(a) In consideration for MICC’s agreement to provide the Credit

Enhancement, Borrower and __________________ and _____________________, its [members
/ partners / shareholders] (“Members / Partners”), shall deliver to MICC a Reimbursement
Agreement (“Reimbursement Agreement”) and shall cause the [Members / Partners] to deliver
to MICC a first priority Assignment of Equity Interests and Security Agreement (“Equity
Pledge”) encumbering one hundred percent (100%) of the [Member / Partner / shareholder]
interests in Borrower and the right to any distributions on account thereof.
(b) The Reimbursement Agreement shall provide that any advance made by
MICC to Lender to cure a Borrower default shall be repaid by Borrower and/or [Members /
Partners] to MICC, together with interest and other fees incurred by MICC. Advances made by
MICC under the Credit Enhancement Agreement shall accrue interest at an annual rate of interest
equal to one-half of one percent (0.5%) above the rate of interest accruing on the Loan.
(c) The Equity Pledge shall secure the reimbursement obligations to MICC
for advances made by MICC to Lender under the Credit Enhancement Agreement. To the extent
that advances made by MICC are not repaid in accordance with the terms of the Reimbursement
Agreement, the Equity Pledge shall permit MICC to (i) receive any and all net operating income
from the operation of the Project and/or sale, refinance or casualty proceeds that would otherwise
be payable to Borrower and/or [Members /Partners] up to the amount due under the
Reimbursement Agreement, and (ii) foreclose the [Member / Partner] pledges, which may result
in MICC becoming the owner of the [Member / Partner] interests in Borrower.
9. MICC Documents: As a condition to MICC providing the Credit Enhancement

to Lender, the following documents shall be delivered to MICC in form acceptable to MICC:
(i) Reimbursement Agreement executed by Borrower and [Members / Partners]; (ii) Equity
Pledge executed by the [Members / Partners]; (iii) UCC Financing Statements; (iv) Guaranty
Agreement (limited to non-recourse carveout acts identified in the Guaranty Agreement)
executed by____________________ and ____________________ (individually and
collectively, “Limited Recourse Guarantor”); (v) Environmental Indemnity Agreement
executed by Borrower and Limited Recourse Guarantor; and (vi) such other documents as MICC
shall require (collectively, “MICC Documents”). The MICC Documents shall contain such
covenants, conditions and provisions as are customary in MICC’s credit enhancement
transactions.
10. Due on Sale / Due on Encumbrance: The MICC Documents contain due on sale
and due on encumbrance clauses that prohibit the sale or encumbrance of the Project or any of
the [Member / Partner] interests in Borrower without the prior written consent of MICC, which
consent may be granted or withheld in MICC’s sole discretion. The foregoing provisions of this
paragraph notwithstanding, the Project may be encumbered by the Mortgage in favor of Lender.
11. Financial Statements: Borrower shall furnish to MICC quarterly and annual
financial statements of Borrower and the [Members / Partners], annual income statements for
the Project, and such other financial or operating information as MICC may from time to time
reasonably require.
12. Default Provisions: In addition to MICC’s customary provisions concerning

defaults, each of the following shall constitute a default under the MICC Documents:
(a) the failure to obtain MICC’s approval in connection with any sale, transfer
or encumbrance of the Project or any of the [Member / Partner] interests in Borrower;
(b) the occurrence of a default under, or a termination of, the Marriott

Franchise Agreement; and
(c) the occurrence of a default beyond any applicable grace period in the
performance of any of its obligations under the Mortgage, or any lien, encumbrance, security
agreement or ground lease affecting the Project.
13. Guaranty Fee: In consideration for MICC’s providing the Credit Enhancement,
Borrower shall pay to MICC a [monthly / one-time upfront] fee in the amount of ___________
[percent ( ____ %) of the Loan balance]. [Note – conform to specifics of the deal]
14. Legal Fees and Expenses: By execution of this Commitment, Borrower and
[Members / Partners] acknowledge that MICC is deemed to have earned the right to
reimbursement for the fees, costs and expenses incurred by MICC in connection with the
transaction described herein. Borrower and [Members / Partners] agrees that in the event the
Loan and/or the Credit Enhancement transactions contemplated herein are not consummated for
any reason whatsoever, or this Commitment is terminated for any reason whatsoever, Borrower
and/ or [Members / Partners] shall nevertheless pay or reimburse MICC, on demand, for all such
fees, costs and expenses.
15. Choice of Law: The MICC Documents shall be governed and controlled by the
laws of the State of Maryland.
16. Legal Opinions: MICC shall require, and Borrower shall deliver at closing,
opinions of Borrower’s counsel which address, among other matters: (i) the enforceability of the
MICC Documents; (ii) the authority of Borrower, the [Members / Partners], and Limited
Recourse Guarantor (to the extent the same are not individuals) to enter into and consummate the
transaction; and (iii) such other opinions as MICC deems reasonably appropriate. The form and
content of such opinions shall be acceptable to MICC in its reasonable discretion.
17. Conditions to Closing: As a condition to MICC’s delivery of the Credit

Enhancement Agreement to Lender, MICC shall receive from Borrower, or have evidence of
satisfactory completion of, the following items:
(a) Fully executed MICC Documents;
(b) Opinions from legal counsel to Borrower, the [Members / Partners], and
Limited Recourse Guarantor, and each entity signing on behalf of Borrower, the [Members /
Partners], and/or Limited Recourse Guarantor;
(c) Organizational and authorization documents for Borrower, the [Members /

Partners], and Limited Recourse Guarantor (to the extent the same are not individuals), and each
upstream entity signing on behalf of the [Members / Partners] and/or Limited Recourse
Guarantor;
(d) Evidence that the Franchise Agreement is in full force and effect and that
there exist no defaults or Events of Default (as defined in the Franchise Agreement) thereunder;
(e) Payment to MICC of all fees and expenses required by this Commitment;
(f) Receipt of budgets, appraisal and feasibility reports, financial statements

and other studies or certifications required by this Commitment;
(g) Receipt of a Phase I environmental study for the Project issued for the
benefit of Lender and MICC and prepared by an environmental engineer acceptable to MICC in
the exercise of its reasonable discretion;
(h) Evidence that Lender’s loan documents have been executed and delivered
and that all conditions to funding of the Loan have been satisfied;
(i) UCC, tax, judgment and litigation searches for Borrower, the [Members /
Partners], and Limited Recourse Guarantor, indicating that there are no liens, pending or
threatened lawsuits, legal proceedings, governmental investigations or similar matters against
Borrower, the [Members / Partners], Limited Recourse Guarantor, and/or the Project;
(j) Receipt of legible copies of all recorded title exceptions, a copy of the
owner’s title insurance policy, and an ALTA 16 mezzanine financing endorsement to the
owner’s title insurance policy.
(k) Evidence that the Project is fully insured;
If there is a Ground Lease, add -
(__) [Receipt of the executed Ground Lease and an acknowledgement that the
Ground Lease is not in default;
(__) To the extent required, in the sole and absolute discretion of MICC, fee
owner/ground lessor shall execute and deliver to MICC an estoppel certificate confirming that
(i) the ground lessor will give MICC notices of default under the Ground Lease, (ii) the ground
lessor will permit MICC to cure any defaults under the Ground Lease, (iii) a foreclosure by
MICC of the Equity Pledge will not constitute a default or cause a termination under the Ground
Lease, nor will it cause the Ground Lease to be amended to the detriment of the ground lessee,
(iv) if the Ground Lease is terminated prior to the natural expiration of its term, MICC or its
designee shall have the right to acquire from the ground lessor a new lease on substantially the
same terms, and (v) such other matters as may be reasonably required by MICC;]
If the Credit Enhancement is effective after completion of construction, add -
(__) Final “as completed” plans and specifications;
(__) Final inspection and approval by MICC and Franchisor that the Hotel, as
constructed, conforms to Franchisor’s requirements and is open and operating;
(__) Receipt of an ALTA “as built” survey showing the Hotel and other
improvements;
If the Credit Enhancement is effective immediately, add –
(__) Evidence that the plans for the construction of the Hotel have been
reviewed by Marriott and determined to be satisfactory;
(__) Satisfaction of such other conditions as required in the reasonable opinion

of MICC.
18. Closing: In the event that all of the terms and conditions described herein have
not been satisfied on or before ________________, time being of the essence to such date, this
Commitment shall automatically terminate without the need for action by or notice from MICC.
Upon a termination of this Commitment, MICC shall have no further obligations hereunder.
19. Acceptance Date: This Commitment must be executed and delivered to MICC
not later than ___________________, 20__, otherwise this Commitment shall expire
automatically without any required action by, or notice from, MICC. Upon expiration of this
Commitment, MICC shall have no further obligations hereunder.
20. Counterparts: This Commitment may be executed in one or more counterparts,

each of which alone and all of which together shall be deemed an original.
21. Time of Essence: Time is of the essence with respect to all dates and time
periods set forth herein.
It is a pleasure to provide to you this Commitment. We look forward to working with

you on this transaction.
Sincerely,
MARRIOTT INTERNATIONAL CAPITAL

CORPORATION, a Delaware corporation
By: ________________________________
Name: ______________________________
Title: _______________________________
ACCEPTED AND AGREED TO ON THIS
______ day of ________________, 20__
BORROWER:
____________________________________
By: ________________________________
Name: ________________________
Title: ________________________
LIMITED RECOURSE GUARANTOR:
____________________________________
By: ________________________________
Name: ________________________
Title: ________________________
)
REIMBURSEMENT AGREEMENT
THIS REIMBURSEMENT AGREEMENT (“Agreement”) is made and entered into as

of the _____ day of _________, 20__, by _____________________, a _________ and
______________________, a _____________ (individually, “Obligor” and collectively,
“Obligors”) for the benefit of MARRIOTT INTERNATIONAL CAPITAL
CORPORATION, a Delaware corporation (“MICC”).
RECITALS
A. _____________________ (“Borrower”) is the owner of a certain [to be

constructed] ___________ hotel located in ________ (“Project”).
B. Borrower is entering into a mortgage loan with __________________ Bank, a

_____________________ banking corporation (“Lender”), pursuant to which Lender is lending
up to _________________ Dollars ($__________.00) (“Loan”) in connection with the
construction and mini-permanent financing for the Project.
C. The Loan is evidenced by a certain promissory note from Borrower to Lender

(“Note”) and is secured by a [Deed of Trust / Mortgage] from Borrower for the benefit of
Lender (“Deed of Trust / Mortgage”). The Note, the [Deed of Trust / Mortgage] and the other
documents executed by Borrower to evidence or secure the Loan are hereinafter collectively
referred to as the “Senior Loan Documents.”
D. Borrower and ___________________ (“Marriott”) have entered into a Franchise

Agreement pursuant to which the Project will be operated as a _____________ hotel.
E. MICC is providing credit enhancement of a portion of the Loan up to a maximum

amount of _________________ Dollars ($__________.00) pursuant to and in accordance with
that certain Credit Enhancement Agreement by and between MICC and Lender (“Credit
Enhancement Agreement”).
F. As a condition to MICC’s agreement to credit enhance the Loan and to enter into
the Credit Enhancement Agreement, MICC is requiring that Obligors and certain of their
affiliates execute and deliver to MICC: (i) this Agreement, (ii) that certain Assignment of Equity
Interests and Security Agreement (“Equity Pledge”) and (iii) certain other documents
evidencing and/or securing the obligations of Obligors to reimburse MICC for advances made by
MICC to Lender under the Credit Enhancement Agreement (“MICC Loan Documents”).
In consideration of the foregoing, the covenants and undertakings set forth herein, and
other good and valuable consideration, the receipt and sufficiency of which are acknowledged by
Obligors, Obligors agree as follows:
1. Definitions.
1.1 All capitalized terms not defined herein shall have the meaning set forth in
this Section 1, or, if not defined herein, shall have the meaning set forth in the Equity Pledge,
unless the context clearly indicates that a different meaning is to be applied.
1.2 The following terms shall have the definitions indicated:
“Advance” means a payment by MICC to Lender as required by the Credit

Enhancement Agreement. In no event shall Advances exceed the lesser of (i) the
amount then due and owing from Borrower to Lender under the Senior Loan
Documents or (ii) the maximum amount of MICC’s credit enhancement
obligation to Lender as set forth in the Credit Enhancement Agreement.
“Business Day” means any day other than a Saturday, Sunday or other day on
which commercial banks are authorized or required to close under the laws of the
State of Maryland.
“Excess Cash Flow” shall mean the amount by which (a) Operating Profit
exceeds Senior Debt Service, and (b) proceeds from the sale, refinancing or
condemnation of the Project and insurance proceeds other than business
interruption or loss of income insurance exceed the amount due under the Senior
Loan Documents.
“Interest Rate” shall mean the annual rate of interest equal to ____________
percent ( _____%).
“Operating Profit” shall mean all revenues and receipts of every kind derived
from operating the Project (excluding gratuities to employees, sales or use taxes,
proceeds from the sale, refinancing or condemnation of the Project, and insurance
proceeds other than business interruption or loss of income insurance) less all
operating expenses, base management fees, real estate and personal property
taxes, and insurance premiums relating to the operation of the Project and
appropriate reserves for the replacement of furniture, fixtures and equipment at
the Project.
“Senior Debt Service” means the next scheduled payment of ordinary interest
only or principal and interest, as the case may be, under the Senior Loan
Documents.
2. Reimbursement Obligation.
2.1 Obligors unconditionally promise and agree to pay to MICC an amount

equal to each Advance, plus interest on each Advance at the Interest Rate (“Reimbursement
Obligation”). The Reimbursement Obligation shall be due and payable by Obligors to MICC
immediately upon each Advance. Interest shall be payable on each Advance for the period
commencing on the date MICC makes the Advance to Lender and continuing thereafter until the
Advance is repaid by Obligors in full. Interest shall be calculated based on a year of 365 days,
and the actual number of days elapsed.
2.2 After each Advance and until the Reimbursement Obligation is paid in
full, MICC shall have such rights and remedies as are set forth in the Equity Pledge and the other
MICC Loan Documents. In addition, until such time as MICC exercises its remedies under the
Equity Pledge and the other MICC Loan Documents, Obligors agree to pay to MICC all Excess
Cash Flow. To the extent any Excess Cash Flow is under the control of the manager of the
Project, Obligors hereby authorizes and directs the manager of the Project to pay all Excess Cash
Flow to MICC upon demand by MICC.
3. Fees and Expenses. In addition to the obligations of Obligors set forth in Section
2 above, Obligors agree absolutely and unconditionally, to pay to MICC the following:
3.1 Any and all fees, costs, charges and expenses (including reasonable
attorneys’ fees and expenses) incurred by MICC in connection with its payment obligations to
Lender or in connection with the preservation of its rights or remedies under the Credit
Enhancement Agreement;
attorneys’ fees and expenses) incurred by MICC in connection with the administration or
enforcement of its rights under this Agreement and the other MICC Loan Documents;
attorneys’ fees and expenses) incurred by MICC in the event MICC purchases the Loan after the
occurrence of an “Event of Default” (as defined in the Senior Loan Documents) by Obligors
under the Senior Loan Documents; and
3.4 Interest on any and all amounts referred to in subsections 3.1 through 3.3
above, payable at the Interest Rate, from the date first due under this Section until payment of all
such amounts in full.
All amounts to be paid pursuant to subsections 3.1 through 3.4 of this Section shall be
payable immediately upon demand separate and apart from principal, interest and other amounts
due under the Senior Loan Documents.
4. Payments. All payments shall be made in immediately available funds to MICC

at 10400 Fernwood Road, Department 52/924.11, Bethesda, Maryland 20817, Attention:
Treasury Department, or such other address specified by MICC in a notice to the [members /
partners] of Borrower given in accordance with the terms of the Equity Pledge. All payments
received by MICC may be applied by MICC to any obligation of Obligors hereunder or under
the Equity Pledge in such order as MICC, in its sole discretion, shall elect. Any payment
received after 2:00 p.m., Washington, D.C. time, shall be treated as if it were paid at 9:00 a.m.,
Washington, D.C. time, on the next Business Day.
5. Subrogation. Obligors acknowledge that MICC is to be fully subrogated, to the

extent of any Advance made by MICC, to the rights of Lender to any moneys paid or payable
under the Senior Loan Documents and all security therefor under the Senior Loan Documents.
Obligors agree to execute such instruments, and to take such actions as MICC shall request to
evidence such subrogation and to perfect the rights of MICC to the extent necessary to provide
reimbursement under the Senior Loan Documents.
6. Termination. Subject to the provisions of Section 15 of this Agreement, this

Agreement and obligations of Obligors hereunder shall terminate upon the later to occur of:
(i) the termination of the Credit Enhancement Agreement, or (ii) the payment in full by Obligors
of the Reimbursement Obligation set forth in Section 2 above and the fees and expenses set forth
in Section 3 above.
7. Notice. All notices and other communications required to be given hereunder

shall be in writing and shall be delivered personally or shall be sent by registered mail, certified
mail or Express Mail service, postage prepaid and return receipt requested, or by a nationally
recognized overnight delivery service, addressed to the parties as set forth below. Any notice
provided shall be deemed received when delivery is received or refused, as the case may be.
Additionally, notices may be given by telephone facsimile or electronic e-mail transmission,
provided that an original of said transmission shall be delivered to the addressee by a nationally
recognized overnight delivery service on the day following such transmission. Telephone
facsimiles and e-mail transmissions shall be deemed delivered on the date of such transmission.
If to Obligors: ____________________________
____________________________
____________________________
Attn: _______________________
Facsimile: ___________________
Email: ______________________
with a copy to: ____________________________

____________________________
____________________________
Attn: _______________________
Facsimile: ___________________
Email: ______________________
If to MICC: Marriott International Capital Corporation

c/o Marriott International, Inc.
Department 52/923
10400 Fernwood Road
Attn: General Counsel
Facsimile: __________________
Email: _____________________
with a copy to: ____________________________
____________________________
____________________________
Attn: _______________________
Facsimile: ___________________
Email: ______________________
8. Independent Obligation. Obligors agree that this Agreement and the other
MICC Loan Documents create obligations of Obligors to MICC that are independent of the
obligations of Obligors to Lender under the Senior Loan Documents. Obligors agree that any
release by Lender of Obligors under the Senior Loan Documents shall not operate as, or be
deemed to be, a release by MICC of Obligors under this Agreement or the MICC Loan
Documents.
9. Entire Agreement. This Agreement and the other MICC Loan Documents
embody the entire agreement between MICC and Obligors with respect to the obligations set
forth herein and in the MICC Loan Documents. The MICC Loan Documents supersede all prior
agreements and understandings, if any, with respect to the Reimbursement Obligation of
Obligors to MICC. This Agreement may not be modified, amended or superseded except in a
writing signed by MICC and Obligors.
10. Governing Law. This Agreement was negotiated in the State of Maryland, and
accepted by MICC at its corporate offices in the State of Maryland. Any Advance that would
give rise to the Reimbursement Obligations hereunder shall be made by MICC from its corporate
offices in the State of Maryland and any payment by Obligors on account of such
Reimbursement Obligations shall be made to MICC at its corporate offices in the State of
Maryland. Obligors agree that the State of Maryland has substantial relationship to the
transaction evidenced hereby and further agrees that this instrument shall be construed according
to and governed by the internal laws of the State of Maryland without regard to principles of
conflicts of law.
11. Consent to Jurisdiction. Notwithstanding the place of execution of this

instrument, the parties to this instrument submit and consent to personal jurisdiction of the
Courts of the State of Maryland and Courts of the United States of America sitting in Maryland
for the enforcement of this Agreement, and waive any and all personal rights under the laws of
any state or the United States of America to object to jurisdiction in the State of Maryland.
Litigation may be commenced in any state court of general jurisdiction for the State of Maryland
or the United States District Court located in that state, at the election of the MICC.
Commencement of any such action or proceeding in any other state shall not constitute a waiver
of consent to jurisdiction or of the submission made by the parties to this instrument to personal
jurisdiction within the State of Maryland. Notwithstanding the foregoing, jurisdiction and venue
for litigation arising from or in connection with this Agreement shall be in Montgomery County,
Maryland.
12. Incorporation of Recitals. The Recitals to this Agreement are an integral part
hereof and are hereby incorporated herein.
13. Waiver. Obligors hereby (i) waive and renounce any and all homestead
exemption rights and the benefits of all valuation and appraisement privileges as against the
Reimbursement Obligation; (ii) waive presentment, demand, protest, notice of nonpayment,
notice of dishonor and any and all lack of diligence or delays in the collection or enforcement
hereof except for the notice requirements, if any, set forth above; and (iii) waive all rights to
trial by jury in any action or proceeding instituted by or against Obligors which pertain
directly or indirectly to this Agreement, or which arise out of or are in any way connected
to the relationship between Obligors and MICC hereunder. Obligors represent, warrant and
agree that MICC has made no representations or commitments, oral or written, or undertaken any
obligations other than as expressly set forth in this Agreement and the MICC Loan Documents.
14. Not Usurious. In no event shall the amount of interest due or payable hereunder
exceed the maximum amount of interest allowed by applicable law or otherwise violate
applicable law, and in the event any payment is made which exceeds such maximum lawful
amount, then the amount of such excess sum shall be credited as a payment of the
Reimbursement Obligation. It is the express intent hereof that Obligors shall not pay and MICC
shall not receive, directly or indirectly, interest in excess of what may lawfully be paid by
Obligors under applicable law.
15. Voidable Preference; Fraudulent Conveyance. If, at any time, any payment, or
portion thereof, made on account of any of the obligations and liabilities hereunder is set aside as
a voidable preference or fraudulent conveyance or must otherwise be restored or returned by
MICC under any insolvency, bankruptcy or other federal and/or state laws, this Agreement shall
continue and remain in full force and effect or be reinstated, as the case may be, all as though
such payment or payments had not been made.
16. Review of Agreement. Obligors represent and warrant to MICC that they (i)
have read each and every provision of this instrument, (ii) have consulted, or has been given the
opportunity to have this instrument reviewed by competent legal counsel of their choosing, and
(iii) understand, agree to and accept the provisions hereof.
17. Severability. If any provision in this Agreement shall be illegal or unenforceable,

such provision shall be deemed to be replaced by the valid and enforceable provision that is
substantively most similar to such invalid or unenforceable provision, but the remaining
provisions shall not be affected thereby.
18. Successors and Assigns. This Agreement and all of the terms, conditions and
obligations hereunder shall be binding upon and inure to the benefit of Obligors, MICC and their
respective successors and assigns. The forgoing provisions of this Section notwithstanding, an
assignment of Obligor’s obligations under this Agreement shall not release from or relieve
Obligors of their obligations hereunder.
19. Confession of Judgment. Each Obligor hereby irrevocably constitutes, appoints

and authorizes the clerk of any court or any attorney to appear for such Obligor in any state or
federal court having jurisdiction in the State of Maryland, to waive the issuance and service of
process, and to confess judgment against such Obligor in favor of MICC in the full amount
owing hereunder, plus court costs and an attorney’s fee equal to fifteen percent (15%) of the
outstanding amount owed under this Agreement. Each Obligor waives the benefit of any and
every statute, ordinance or rule of court which may be lawfully waived which confers upon such
Obligor any right of appeal, vacating or granting relief from enforcement of a confessed
judgment. Each Obligor waives any and all defenses in connection therewith, including, but not
limited to, any defense or claim that MICC acted improperly, negligently or unreasonably in
connection with the obligations evidenced by this Agreement. No single exercise of the
foregoing power to confess the judgment shall be deemed to exhaust the power, whether or not
any such exercise shall be held by a court to be valid, voidable or void, but the power shall
continue undiminished and it may be exercised from time to time as often as MICC shall elect,
until such time as MICC shall have received payment in full of the Reimbursement Obligations,
together with interest thereon, plus attorneys’ fees and costs as set forth in this Section 19.
20. Business Purpose. Obligors represent and warrant that the indebtedness
evidenced by this Agreement was obtained in connection with a business or commercial
enterprise.
21. Joint and Several Obligations. To the extent that Obligors are comprised of
more than one person or entity, the liabilities and obligations of Obligors under this Agreement
shall be joint and several.
22. Captions. The captions used herein are for convenience of reference only and
shall not be used to interpret or define the provisions of this Agreement.
TIME IS OF THE ESSENCE WITH RESPECT TO EACH PROVISION OF THIS

AGREEMENT.
(SIGNATURES ON FOLLOWING PAGE)
IN WITNESS WHEREOF, intending this instrument under seal, this Agreement has
been executed under seal by Obligors as of the day and year first above written.
OBLIGORS:
___________________, a ______
By: ____________________________________[SEAL]
Name: ________________________________________
Title: _________________________________________
STATE OF ____________________:
: ss:
COUNTY OF __________________:
I, ______________________, a Notary Public for the State and County aforesaid, do

certify that ___________________, being the ______________ of ___________________, a
__________________, the __________________ of __________________________, a
__________________, an Obligor hereunder, has acknowledged that the foregoing was signed
and sealed on behalf of said _________________ by authority of the _________ of Obligor, and
(s)he acknowledged said instrument to be the free act and deed of said
_____________________.
Given under my hand this _____ day of _________________, 20__.
______________________________
Notary Public
My commission expires: _______________________
Signature Page for Reimbursement Agreement
ASSIGNMENT OF EQUITY INTERESTS
AND SECURITY AGREEMENT
This ASSIGNMENT OF EQUITY INTERESTS AND SECURITY AGREEMENT

(“Security Agreement”) is made as of the _______ day of _______________, 20__ by
____________________, a _________________ (“___”), and __________________, a
___________________ (“___”) (individually, a “Grantor” and collectively, “Grantors”), to
and in favor of MARRIOTT INTERNATIONAL CAPITAL CORPORATION, a Delaware
corporation (together with its successors and assigns, “MICC”).
RECITALS
A. Grantors together own one hundred percent (100%) of the [membership interests /
partnership interests / shares] in ______________________, a _______________________
(“Company”). ___________ is the [Managing Member / Manager / General Partner] of the
Company.
B. As of the date hereof, Company is entering into a mortgage loan with

___________________ Bank (“Senior Lender”), pursuant to which Senior Lender is lending up
to _______________________Dollars ($__________.00) to Company (“Senior Loan”) in
connection with the construction and mini-permanent financing of a _____________ hotel in
________, ______ (“Project”).
C. The Senior Loan is evidenced by a certain promissory note from Company to

Senior Lender (“Note”) and is secured by a [Deed of Trust / Mortgage] from Company for the
benefit of Senior Lender (“Deed of Trust / Mortgage”). The Note, the [Deed of Trust /
Mortgage] and the other documents executed by Company to evidence or secure the Senior Loan
are hereinafter collectively referred to as the “Senior Loan Documents.”
D. MICC is providing credit enhancement of a portion of the Senior Loan up to a

maximum amount of _________________ Dollars ($__________.00) pursuant to and in
accordance with that certain Credit Enhancement Agreement by and between MICC and Senior
Lender (“Credit Enhancement Agreement”).
E. As a condition to MICC’s entering into the Credit Enhancement Agreement,

MICC is requiring that Grantors execute and deliver this Security Agreement to secure the
prompt and complete performance of all the obligations and payment of all of the indebtedness
under (i) that certain Reimbursement Agreement of even date herewith executed by Grantors and
Company for the benefit of MICC (“Reimbursement Agreement”), (ii) that certain Guaranty
Agreement of even date herewith executed by _________________ (“Guarantor”) for the
benefit of MICC (“Guaranty Agreement”), and (iii) that certain Hazardous Substances
Indemnity Agreement of even date herewith executed by Company and Guarantor for the benefit
of MICC (“Indemnity Agreement”) (collectively, with Grantors’ obligations under this Security
Agreement, “Liabilities”).
F. Grantors acknowledge that they will receive substantial economic benefits from
MICC’s agreement to provide credit support for the Senior Loan, and Grantors have agreed to
execute and deliver this Security Agreement to secure the performance and satisfaction of the
Liabilities.
NOW, THEREFORE, in consideration of the mutual covenants herein contained and

for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree that the foregoing recitals are hereby incorporated by this
reference as if fully restated herein, and further agree as follows:
1. Defined Terms. As used in this Security Agreement, the capitalized terms set
forth in this Section 1 shall have the meanings specified below:
“Advance” shall mean a payment by MICC to Senior Lender as required by the

Credit Enhancement Agreement.
“Company” shall have the meaning ascribed to such term in Recital A of this
Security Agreement.
“Code” shall mean the Uniform Commercial Code as the same may from time to
time be enacted, amended or supplemented in the State of Maryland.
“Collateral” shall mean:
(i) all of Grantors’ right, title and interest as a [member / partner /

shareholder] of the Company, including without limitation, all of Grantors’ right to receive
distributions, at any time or from time to time, of cash and other property, real, personal or
mixed, from the Company;
(ii) all of Grantors’ right, title and interest, if any, to participate in the
management and voting of the Company;
(iii) all of Grantors’ right, title and interest in and to:
(a) all rights, privileges, authority and power of Grantors as owners

and holders of the items specified in (i) and (ii) above including, but not limited to, all contract
rights related thereto and all approval, consent, appointment and other rights, powers and
privileges accruing or incidental to the holder of an equity interest in the Company;
(b) all options and other agreements for the purchase or acquisition of
any interests in the Company;
(c) any document or certificate representing or evidencing Grantors’

rights and interests in the Company;
2
(iv) all of Grantors’ right, title and interest in and to any cash or marketable
U.S. government securities pledged or deposited from time to time in the Supplemental
Collateral Account pursuant to Section 10(a) of this Security Agreement; and
(v) to the extent not otherwise included, all Proceeds and products of any of
the foregoing.
“Credit Enhancement Agreement” shall have the meaning ascribed to such term
in Recital D of this Security Agreement.
“Event of Default” shall have the meaning ascribed to such term in Section 9 of
this Security Agreement.
“Grantor” or “Grantors” shall have the meaning ascribed to such terms in the
introductory paragraph of this Security Agreement.
“Guarantor” shall have the meaning ascribed to such term in Recital E of this
Security Agreement.
“Guaranty Agreement” shall have the meaning ascribed to such term in Recital
E of this Security Agreement.
“Indemnitees” shall have the meaning ascribed to such term in Section 10 of this
Security Agreement.
“Indemnity Agreement” shall have the meaning ascribed to such term in Recital
E of this Security Agreement.
“Liabilities” shall have the meaning ascribed to such term in Recital E of this
Security Agreement.
“Manager” shall mean ____________________, the manager of the Project.
“MICC” shall have the meaning ascribed to such term in the introductory
paragraph of this Security Agreement.
“MICC Loan Documents” shall mean this Security Agreement, the

Reimbursement Agreement, the Guaranty Agreement, the Hazardous Substances Indemnity
Agreement, and any and all other documents and instruments executed in connection therewith.
“Note” shall have the meaning ascribed to such term in Recital C of this Security
Agreement.
“Organizational Documents” shall mean (i) if the Company is a corporation, the

charter and by-laws of the Company, as well as any shareholders’ agreement among the
3
shareholders of the Company, (ii) if the Company is a limited liability company, the articles or
certificate of organization and the operating agreement of the Company, or (iii) if the Company
is a partnership, the partnership agreement and, if applicable, any certificate, filing or registration
maintained in the public records of the Company’s state of formation showing the Company to
have been organized, all as such documents may be amended from time to time in accordance
with the terms of this Security Agreement.
“Person” shall mean any corporation, limited liability company, partnership, co-
tenancy, joint venture, individual, trust or other legal entity.
“Proceeds” shall mean “proceeds,” as such term is defined in the Code, whether
cash or non-cash, and, in any event, shall include, but not be limited to: (i) any and all payments
(in any form whatsoever) made, or due and payable, to Grantors from time to time in connection
with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the
Collateral by any governmental body, authority, bureau or agency (or any person acting under
color of governmental authority), (ii) any and all amounts paid or payable to Grantors for or in
connection with any sale or other disposition of Grantors’ interests in the Company, and (iii) all
dividends, distributions and any and all other amounts from time to time paid or payable under or
in connection with any of the Collateral.
“Project” shall have the meaning ascribed to such term in Recital B of this
Security Agreement.
“Reimbursement Agreement” shall have the meaning ascribed to such term in

Recital E of this Security Agreement.
“Reimbursement Obligations” shall mean the amount equal to each Advance

made by MICC, plus interest on each Advance at the Interest Rate, as defined and established in
the Reimbursement Agreement.
“Senior Lender” shall have the meaning ascribed to such term in Recital B of
this Security Agreement.
“Senior Loan” shall have the meaning ascribed to such term in Recital B of this
Security Agreement.
“Senior Loan Documents” shall have the meaning ascribed to such term in
Recital C of this Security Agreement.
“Supplemental Collateral” shall have the meaning ascribed to such term in

Section 10 of this Security Agreement.
“Supplemental Collateral Account” shall have the meaning ascribed to such

term in Section 10 of this Security Agreement.
4
“Transferee” shall have the meaning ascribed to such term in Section 4 of this
Security Agreement.
2. Grant of Security Interest; Assignment of Collateral; Subordination of

[Member / Partner / Shareholder] Indebtedness.
(a) As security for the prompt and complete payment and performance of the
Liabilities when due, each Grantor hereby grants to MICC a security interest in all of such
Grantor’s right, title, and interest in the Collateral and further assigns to MICC the Collateral.
(b) Each Grantor hereby subordinates its right to receive payments of

indebtedness owed by the Company to Grantors (whether arising out of a [member / partner /
shareholder] loan, capital call loan or otherwise) to MICC’s right to repayment in full of the
Liabilities. In the event a Grantor receives any payment from the Company in connection with
any subordinated indebtedness described in the preceding sentence, such Grantor shall be
deemed to have received such payment in trust for the benefit of MICC and shall promptly
forward such payment to MICC to be applied against the Liabilities. This subordination shall be
effective immediately upon the execution of this Security Agreement and is not conditioned
upon the occurrence of any act, condition or event that is or would be, with notice and/or the
passage of time, an Event of Default. Notwithstanding the foregoing, until the occurrence of any
act, condition or event that is or would be, with notice and/or the passage of time, an Event of
Default, MICC hereby permits Grantors to receive any payment from the Company in
connection with any subordinated indebtedness free from MICC’s security interest and any rights
of MICC hereunder. Upon the occurrence of any act, condition or event that is or would be, with
notice and/or the passage of time, an Event of Default, Grantors’ privilege to receive any
payment from the Company in connection with any subordinated indebtedness shall immediately
cease without the requirement of any notice from MICC and shall not be reinstated until such
Event of Default is cured.
3. Representations and Warranties. Each Grantor represents and warrants that, as

of the date hereof:
(a) Grantors are the sole owners of the Collateral, free and clear of any and all
liens and claims whatsoever, except for the security interest granted to MICC pursuant to this
Security Agreement.
(b) No security agreement, financing statement, assignment, equivalent

security or lien instrument or financing statement amendment covering all or any part of the
Collateral has been given or is on file or of record in any public office or at the office or in the
records of Grantors, except financing statements with respect to the Collateral filed by MICC
pursuant to this Security Agreement.
(c) _____’s interest in the Company consists of _____________ percent (__

%) of the total ownership interests in the Company. _____’s interest in the Company consists of
_____________ percent (__ %) of the total ownership interests in the Company. As the owners
5
of such interests, Grantors are entitled to receive One Hundred Percent (100%) of all
distributions by the Company to its [members / partners / shareholders] of cash or other
property, as and to the extent set forth in the Organizational Documents.
(d) Each Grantor has all necessary power, statutory and otherwise, to execute
and deliver this Security Agreement, to perform such Grantor’s obligations hereunder and to
subject the Collateral owned by such Grantor to the security interest created hereby, all of which
has been duly authorized by all necessary action.
(e) The Company is a [limited liability company / limited partnership /

general partnership / corporation] duly organized and validly existing under the laws of the
_____________ of ________________ and is qualified to own its property and transact its
business in ___________________. No amendments or supplements have been made to the
Organizational Documents of the Company since they were originally entered into (other than as
provided to MICC), and the Organizational Documents remain in full force and effect. No party
to the Organizational Documents is presently in violation of any provision thereof or in breach
thereunder.
(f) Each Grantor has the right to transfer to MICC all or any part of the
Collateral owned by such Grantor, free and clear of any lien or encumbrance.
(g) No authorization, approval, or other action by, and no notice to or filing

with, any governmental authority or regulatory body is required (i) for Grantors’ granting of a
security interest in the Collateral pursuant to this Security Agreement, (ii) for the execution,
delivery or performance of this Security Agreement by any Grantor, or (iii) to Grantors’
knowledge for the exercise by MICC of the rights and powers provided for in this Security
Agreement or the remedies in respect of the Collateral pursuant to this Security Agreement
(except as may be required in connection with such disposition by laws affecting the offering and
sale of securities generally).
(h) As of the date hereof, there are no certificates, instruments or other

documents evidencing any of the Collateral, other than the Organizational Documents.
(i) As of the date hereof and except as disclosed to MICC in writing [and
described in Exhibit A], Grantors have not made to the Company any [member / partner /
shareholder] loan or capital call loan pursuant to the terms and provisions of the Organizational
Documents, nor have Grantors been required to make any additional contributions pursuant to
the Organizational Documents.
(j) _________________________________ [fill in for each Grantor] is a

[limited liability company / limited or general partnership / corporation] duly organized and
validly existing under the laws of the state of ___________________ and is duly qualified to
own its property and transact its business. Grantor’s organizational identification number
assigned by its jurisdiction of organization is _________________________ [or Grantor has no
organizational identification number assigned to it by its jurisdiction of organization]. [If
6
Grantor is an individual, the jurisdiction of Grantor’s principal residence is ______________.
If Grantor is a general partnership, the jurisdiction of Grantor’s place of business, or if it has
more than one place of business, its chief executive office is _________________.]
4. Covenants. Grantors covenant and agree that from and after the date of this
Security Agreement and until the Liabilities are fully satisfied:
(a) Further Documentation; Delivery of Certificates; Assignment of

Instruments. At any time and from time to time, upon the written request of MICC, and at the
sole expense of Grantors, Grantors will promptly and duly (1) execute and deliver to MICC, or
MICC’s designee, (i) all certificates, endorsements, instruments or other documents evidencing
any of the Collateral which may at any time come into the possession of such Grantor, (ii) a
notice of MICC’s security interest in the Collateral (which notice shall be satisfactory to MICC
in form and substance and which shall require acknowledgment from the addressee) to any third
party which either has possession of the Collateral or any certificates evidencing any of the
Collateral or otherwise has the ability under applicable law or the terms of any agreement to
record transfers or transfer ownership of any of the Collateral (whether at the direction of such
Grantor or otherwise), and (iii) any and all such further instruments and documents, and
(2) furnish to MICC such information, and (3) take such further actions as MICC may reasonably
deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers
herein granted including, without limitation, the execution and delivery of control agreements,
and, if otherwise required by MICC, Grantors shall transfer the Collateral to the possession of
MICC. If any amount payable under or in connection with any of the Collateral shall be or
become evidenced by any promissory note or other instrument (other than an instrument which
constitutes chattel paper under the Code), such note or instrument shall be immediately assigned
hereunder and a security interest therein hereby granted to MICC, and such note or other
instrument shall be duly endorsed without recourse or warranty in a manner satisfactory to MICC
and delivered to MICC. If, at any time, any Grantor’s right or interest in any of the Collateral
becomes an interest in real property, such Grantor immediately shall execute, acknowledge and
deliver to MICC such further documents as MICC deems necessary or advisable to create a
perfected lien in favor of MICC in such real property interest. Such lien in favor of MICC shall
be subordinate only to the lien of the Senior Loan Documents. Grantors agree that this Security
Agreement or a photocopy of this Security Agreement shall be sufficient as a financing
statement, if permitted by applicable law.
(b) Priority of Liens. Grantors will defend the right, title and interest
hereunder of MICC, as a first priority security interest in the Collateral against the claims and
demands of all persons whomsoever.
(c) Further Identification of Collateral. Grantors will furnish to MICC from

time to time such reports in connection with the Collateral as MICC may reasonably request.
(d) Notices. Grantors will advise MICC promptly, in reasonable detail of:
(i) any lien, security interest, encumbrance or claim made or asserted against any of the
Collateral, and/or (ii) any capital distribution of cash or other property made by the Company,
7
whether in complete or partial liquidation or otherwise made after any act, condition or event that
is or would be, with notice and/or the passage of time, an Event of Default, and of any other
change in the composition of the Collateral, Grantor or the Company.
(e) Continuous Perfection. No Grantor will change its name in any manner
which might make any financing statement or financing statement amendment filed hereunder
seriously misleading within the meaning of Section 9-506 (or any other then applicable
provision) of the Uniform Commercial Code as in effect in the jurisdiction in which such
financing statement or financing statement amendment is filed unless such Grantor shall have
given MICC at least thirty (30) calendar days prior written notice thereof and shall have taken all
action (or made arrangements to take such action substantially simultaneously with such change
if it is impossible to take such action in advance) necessary or reasonably requested by MICC to
amend such financing statement or financing statement amendment so that it is not seriously
misleading.
(f) Legal Status. No Grantor will change its place of business (or if it has
more than one place of business, its chief executive office), mailing address, organizational
identification number, jurisdiction of organization, type of organization or other legal structure
unless such Grantor has (i) taken such action as is necessary to cause the security interest of
MICC in the Collateral to continue to be perfected, and (ii) given to MICC prior written notice of
such changes. If Grantor does not have an organizational identification number and later obtains
one, Grantor shall promptly notify MICC of such organizational identification number.
(g) Transfers of Interests. Without MICC’s prior written consent, no Grantor

shall, directly or indirectly, (i) permit the creation of any new ownership interest in any Grantor
or the Company, (ii) sell, pledge, mortgage, assign, transfer or otherwise dispose of or create or
suffer to be created any lien, security interest, charging order, or encumbrance on all or any part
of the Project (except for the lien of the Senior Loan Documents), any ownership interests in the
Company, any ownership interest in any Grantor, or any of the Collateral or the assets of any
Grantor to or in favor of any Person, or (iii) permit the Company to, directly or indirectly, sell,
pledge, mortgage, assign, transfer or otherwise dispose of or create or suffer to be created any
lien, security interest, charging order, or encumbrance on the Project (except for the lien of the
Senior Loan Documents), any ownership interests in the Company, or the assets of the Company
to or in favor of any Person.
(h) Performance of Obligations. Each Grantor will perform all of such

Grantor’s obligations under the Organizational Documents prior to the time that any interest or
penalty would attach against such Grantor or any of the Collateral as a result of such Grantor’s
failure to perform any of such obligations, and Grantors will do all things necessary to maintain
the Company as a [limited liability company / limited or general partnership / corporation]
under the laws of its state of formation and to maintain in full force and effect, without
diminution, each Grantor’s interest as a [member / partner / shareholder] of the Company.
(i) Stay or Extension Laws. Grantors will not at any time claim, take, insist
upon or invoke the benefit or advantage of or from any law now or hereafter in force providing
8
for the valuation or appraisement of the Collateral prior to any sale or sales thereof to be made
pursuant to the provisions hereof or pursuant to the decree, judgment, or order of any court of
competent jurisdiction; nor, after such sale or sales, claim or exercise any right under any statute
now or hereafter made or enacted by any state to redeem the property so sold or any part thereof,
and each Grantor hereby expressly waives, on behalf of such Grantor and each and every person
or entity claiming by, through and under such Grantor, all benefit and advantage of any such law
or laws, and covenants that such Grantor will not invoke or utilize any such law or laws or
otherwise hinder, delay or impede the execution of any power, right or remedy herein or hereby
granted and delegated to MICC, but will authorize, allow and permit the execution of every such
power, right or remedy as though no such law or laws had been made or enacted.
(j) Organizational Documents. Without the prior written consent of MICC,

Grantors will not (i) permit any amendment or modification of the Organizational Documents, or
(ii) admit new [members / partners / shareholders] or otherwise take any action to dilute the
rights pledged to MICC with respect to the Collateral, or (iii) waive, release, or compromise any
rights or claims Grantors may have against any other party which arise under the Organizational
Documents.
(k) Records of the Company. Grantors shall cause the Company to (i) make a
notation in the records of the Company indicating the security interest granted hereby, and (ii) if
requested by MICC, execute and deliver to MICC the consent of the Company in which the
Company agrees to comply with the MICC’s instructions without Grantors’ further consent.
(l) Continued Existence of the Company. Grantors shall elect to continue the
existence of the Company following a transfer of the [membership / partnership / shareholder]
interests to MICC, its designee, or to the purchaser of such [membership / partnership /
shareholder] interests at any public or private sale held in connection with the exercise of
MICC’s remedies hereunder (collectively, “Transferee”), and do hereby permit the
unconditional and unqualified admission of Transferee as a [member / partner / shareholder] of
the Company.
(m) Insurance. Grantors shall cause the Company to maintain such property
and liability insurance as required by the Senior Loan Documents and to name MICC as an
additional insured under all such liability insurance policies, with such insurance being primary
and non-contributory.
(n) Project Documents. Grantors shall cause the Company to deliver to

MICC the following materials at such time as Company delivers such materials to Senior
Lender: (i) periodic construction budget and schedule updates; (ii) draw request packages and
related materials; and (iii) other documents submitted to Senior Lender relating to construction
of the Project. [Use only if new construction is involved]
9
5. Grantors’ Powers.
(a) So long as no act, condition or event shall have occurred that is or would
be, with notice and/or the passage of time, an Event of Default, Grantors shall be entitled to
exercise for any purpose any and all (i) voting rights, and (ii) powers, arising from or relating to
the Collateral; provided, however, that Grantors shall not exercise such rights or powers, or
consent to any action of the Company that would be in contravention of the provisions of, or
constitute an Event of Default, or in any way be inconsistent with the provisions of this Security
Agreement or any of the other MICC Loan Documents.
(b) Upon the occurrence of an act, condition or event that is or would be, with
notice and/or the passage of time, an Event of Default, any and all voting rights and powers
included in the Collateral or otherwise described in Section 5(a) shall thereupon become vested
in MICC, and MICC shall thereafter have the sole and exclusive right and authority to exercise
such voting rights and powers. Each Grantor shall execute such documents and instruments
including, but not limited to, statements that such Grantor no longer has the right to act as a
[member / partner / shareholder], or otherwise relating to such change, as MICC may request.
Each Grantor agrees that the Company and any [member / partner / shareholder] of the
Company may rely conclusively upon any notice from MICC that MICC has the right and
authority to exercise all rights and powers of each Grantor as a [member / partner / shareholder]
under the Organizational Documents. Each Grantor irrevocably waives any claim or cause of
action against the Company or any [member / partner / shareholder] in the Company who deals
directly with MICC following receipt of such notice from MICC.
6. MICC’s Appointment as Designee or Attorney-in-Fact.
(a) Each Grantor hereby irrevocably constitutes, delegates and appoints

MICC and each officer or agent of MICC with full power of substitution, as such Grantor’s true
and lawful designee and attorney-in-fact with full irrevocable power and authority in the place
and stead of such Grantor and in the name of such Grantor or in such designee’s or
attorney-in-fact’s own name, from time to time in the discretion of each such designee or
attorney-in-fact, to take any and all appropriate action and to execute any and all documents and
instruments which may be necessary or desirable to accomplish the purposes of this Security
Agreement. Without limiting the generality of the foregoing, and for so long as any act,
condition or event shall exist that is or would be, with notice and/or the passage of time, an Event
of Default, each Grantor hereby gives each such designee or attorney-in-fact the power and right
to act on behalf of such Grantor, without notice to or assent by such Grantor, to do the following:
(i) to ask, demand, collect, receive and give acceptances and receipts
for any and all moneys due and to become due under any Collateral and, in the name of such
Grantor or such designee’s or attorney-in-fact’s own name or otherwise, to take possession of
and endorse and collect any checks, drafts, notes, acceptances or other instruments for the
payment of moneys due under any Collateral and to file any claim or to take any other action or
proceeding in any court of law or equity or otherwise deemed appropriate by such designee or
10
attorney-in-fact for the purpose of collecting any and all such moneys due under any Collateral
whenever payable;
(ii) to pay or discharge taxes, liens, security interests or other

encumbrances levied or placed on or threatened against the Collateral, to effect any repairs or
any insurance with respect to any of the Collateral and to pay all or any part of the premiums
therefor and the costs thereof; and
(iii) (A) to direct any party liable for any payment under any of the
Collateral to make payment of any and all moneys due and to become due thereunder directly to
MICC or as such designee or attorney-in-fact shall direct; (B) to receive payment of and receipt
for any and all moneys, claims and other amounts due and to become due at any time in respect
of or arising out of any Collateral; (C) to commence and prosecute any suits, actions or
proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or
any portion thereof and to enforce any other right in respect of any Collateral; (D) to defend any
suit, action or proceeding brought against such Grantor with respect to any Collateral; (E) to
settle, compromise or adjust any suit, action or proceeding described above and, in connection
therewith, to give such discharges or releases as such designee or attorney-in-fact may deem
appropriate; and (F) generally to sell, transfer, pledge, make any agreement or exercise any
options, voting or consent rights with respect to or otherwise deal with any of the Collateral as
fully and completely as though such designee or attorney-in fact were the absolute owner thereof
for all purposes, and to do, at the option of such designee or attorney-in-fact at such Grantor’s
expense, at any time, or from time to time, all acts and things which such designee or
attorney-in-fact reasonably deems necessary to protect, preserve or realize upon the Collateral
and the security interest of MICC therein, in order to effect the intent of this Security Agreement,
all as fully and effectively as such Grantor might do.
Each Grantor hereby ratifies, to the extent permitted by law, all that said designee or
attorney shall lawfully do or cause to be done by virtue hereof. This delegation and power of
attorney are powers coupled with an interest and are irrevocable.
(b) The powers conferred on each designee and attorney-in-fact hereunder are
solely to protect the interest in the Collateral of MICC and shall not impose any duty upon any
such designee or attorney-in-fact to exercise any such powers. Each such designee or
attorney-in-fact shall be accountable only for amounts that it actually receives as a result of the
exercise of such powers and neither it nor any of its officers, directors, employees or agents shall
be responsible to such Grantor for any act or failure to act unless such action or failure to act
constitutes gross negligence or willful misconduct.
(c) Each Grantor also authorizes MICC and each officer or agent of MICC
upon the occurrence of any act, condition or event that is or would be, with notice and/or the
passage of time, an Event of Default, to execute, in connection with the sale provided for in
Section 10 of this Security Agreement, any endorsements, assignments or other instruments of
conveyance or transfer with respect to any of the Collateral.
11
7. Distributions. Each Grantor hereby grants MICC full irrevocable power and
authority to receive and hold, at any time and from time to time, cash and non-cash distributions
by the Company on account of any of the Collateral, which may be held free and clear of the
liens created hereby, and to convert any such non-cash distributions to cash, and to apply any
such cash distributions, interest or proceeds of conversion in the manner specified in Section
10(e) of this Security Agreement. This assignment shall be effective immediately upon the
execution of this Security Agreement and is not conditioned upon the occurrence of any act,
condition or event that is or would be, with notice and/or the passage of time, an Event of
Default. Notwithstanding the foregoing, until the occurrence of an act, condition or event that is
or would be, with notice and/or the passage of time, an Event of Default, MICC hereby permits
Grantors to receive any distribution free from MICC’s security interest and any rights of MICC
hereunder. Upon the occurrence of any act, condition or event that is or would be, with notice
and/or the passage of time, an Event of Default, Grantors’ privilege to receive any distribution
shall immediately cease without the requirement of any notice from MICC and shall not be
reinstated until such Event of Default is cured.
8. Performance by MICC of Grantor’s Obligations. If Grantors fail to perform

or comply with any of Grantors’ obligations or agreements contained herein, MICC shall give
written notice of such failure to Grantors. If such failure continues for more than ten (10)
calendar days after receipt of MICC’s notice, MICC may itself perform or comply, or otherwise
cause performance or compliance, with such obligation or agreement, and the expenses incurred
by MICC in connection with such performance or compliance, together with interest thereon at
the interest rate specified in the Reimbursement Agreement shall be payable by Grantors to
MICC on demand and shall constitute Liabilities secured by this Security Agreement.
9. Default. The occurrence of any of the following shall constitute an “Event of

Default” hereunder:
(a) A failure by any Grantor, the Company or any Guarantor to observe or

perform any obligation, covenant, condition, or agreement in this Security Agreement or any
other MICC Loan Document that involves the payment of money, including without limitation,
the occurrence of any event identified as one of the “Guaranteed Events” in section 1.3 of the
Guaranty;
(b) A failure by any Grantor, the Company or any Guarantor to observe or

perform any nonmonetary obligation, covenant, condition, or agreement in this Security
Agreement or any other MICC Loan Document to be performed by any Grantor, the Company or
any Guarantor, including without limitation, the occurrence of any event identified as one of the
“Guaranteed Events” in section 1.3 of the Guaranty;
(c) If any Grantor, the Company or any Guarantor shall make an assignment
for the benefit of creditors, or if any Grantor shall generally not be paying its debts as they
become due;
12
(d) If a custodian, receiver, liquidator or trustee of all or any portion of the
assets of any Grantor, the Company or any Guarantor shall be appointed, or if any Grantor, the
Company or any Guarantor shall be adjudicated bankrupt or insolvent, or if any petition for
bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar
federal or state law, shall be filed by or against, consented to, or acquiesced by any Grantor, the
Company or any Guarantor, or if any proceeding for the dissolution or liquidation of any
Grantor, the Company or any Guarantor shall be instituted; provided, however, that such
appointment, adjudication, petition or proceeding, if involuntary and not consented to by such
Grantor, shall constitute an Event of Default only if not discharged, stayed or dismissed within
ninety (90) calendar days;
(e) Any statement, report, certificate, representation or warranty made by any

Grantor [or any member / partner / shareholder of a Grantor] in this Security Agreement, or by
Grantor, the Company or any Guarantor in any other MICC Loan Document, or in connection
with the Senior Loan is not true and correct in any material respect; or
(f) The death of any individual Grantor or Guarantor.
10. Remedies; Rights Upon Default.
(a) Upon the occurrence of an Event of Default, MICC, at its option, may
declare all Liabilities to be immediately due and payable, regardless of whether Senior Lender
has made any demand upon MICC under the Credit Enhancement Agreement, and may require
Grantors to (i) pledge and grant to MICC a security interest in additional collateral in the form of
cash or readily marketable U.S. government securities acceptable to MICC, in an amount equal
to the maximum amount of Advances that MICC may be required to pay under the Credit
Enhancement Agreement, as determined by MICC in its sole discretion (“Supplemental
Collateral”) and shall require that any Supplemental Collateral that is comprised of cash be
placed in a segregated deposit account (“Supplemental Collateral Account”, which shall be
deemed part of the Collateral for purposes of this Security Agreement), and (ii) execute and
deliver to MICC such security agreements, endorsements, control agreements and other
documents necessary to perfect MICC’s security interest in the Supplemental Collateral and/or
the Supplemental Collateral Account.
(b) Upon the occurrence of any Event of Default, MICC or MICC’s designee
may, at MICC’s option, elect to become a substituted [member / partner / shareholder] of the
Company with respect to the Collateral, and Grantors shall execute or cause to be executed all
documents necessary to evidence MICC so becoming substituted [member / partner /
shareholder]. If any Event of Default shall occur, MICC or MICC’s designee may exercise, in
addition to all other rights and remedies granted to them in this Security Agreement (including
without limitation those provided in Sections 6 and 7) and in any other MICC Loan Document or
instrument or agreement securing, evidencing or relating to the Liabilities, all rights and
remedies of a secured party under the Code. Without limiting the generality of the foregoing,
Grantors expressly agree that in any such event, MICC, without demand of performance or other
demand, advertisement or notice of any kind (except the notice specified below of time and place
13
of public or private sale) to or upon Grantors or any other person (all and each of which
demands, advertisements and/or notices are hereby expressly waived), may forthwith collect,
receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith
sell, lease, assign, give option or options to purchase, or sell or otherwise dispose of and deliver
said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or
private sale or sales, at any exchange or broker’s board or at any of MICC’s offices or elsewhere
at such prices as it may deem best, for cash or on credit or for future delivery, without the
assumption of any credit risk. Grantors expressly acknowledge that private sales may be less
favorable to a seller than public sales, but that private sales shall nevertheless be deemed
commercially reasonable and otherwise permitted hereunder. Because federal and state
securities laws and/or other applicable laws may impose certain restrictions on the method by
which a sale of the Collateral may be effected, Grantors agree that upon the occurrence of an
Event of Default, MICC may, from time to time, attempt to sell all or any part of the Collateral
by means of a private placement, restricting the prospective purchasers to those who will
represent and agree that they are purchasing for investment only and not for distribution. In so
doing, MICC may solicit offers to buy the Collateral, or any part thereof, for cash, from a limited
number of investors deemed by MICC in its sole judgment, to be financially responsible parties
who might be interested in purchasing the Collateral, and, if MICC solicits such offers, then the
acceptance by MICC of the highest offer obtained therefrom shall be deemed to be a
commercially reasonable method of disposing of the Collateral.
MICC or MICC’s designee shall have the right upon any such public sale or sales, and, to
the extent permitted by law, upon any such private sale or sales, to purchase the whole or any
part of said Collateral so sold, free of any right or equity of redemption, which equity of
redemption Grantors hereby release. Grantors further agree, at the request of MICC, to assemble
the Collateral and make it available to MICC at places which MICC shall reasonably select,
whether at Grantors’ premises or elsewhere. MICC shall apply the net proceeds of any such
collection, recovery, receipt, appropriation, realization or sale in the manner set forth in
Section 10(e) of this Security Agreement. MICC must account for the surplus, if any, to
Grantors only after so paying over such net proceeds and after the payment by MICC of any
other amount required by any provision of law, including Section 9-615(a)(3) of the Code. To
the extent permitted by applicable law, Grantors waive all claims, damages, or demands against
MICC arising out of the repossession, retention or sale of the Collateral except, in each case,
such claims, damages, or demands that arise solely from the gross negligence or willful
misconduct of MICC. Grantors agree that MICC shall not be required to give more than ten (10)
calendar days’ notice (which notification shall be deemed given in accordance with Section 12
hereof) of the time and place of any public sale or of the time after which a private sale may take
place and that such notice is reasonable notification of such matters.
(c) In addition to the Liabilities, Grantors will pay all costs of MICC,
including reasonable attorneys’ fees and expenses, incurred with respect to the collection of any
of the Liabilities or the enforcement of any of MICC’s rights hereunder.
(d) Grantors hereby waive presentment, demand, or protest (to the extent
permitted by applicable law) of any kind in connection with this Security Agreement or any
14
Collateral. Except for notices provided for herein, Grantors hereby waive notice (to the extent
permitted by applicable law) of any kind in connection with this Security Agreement.
(e) The proceeds of any sale, disposition or other realization upon all or any
part of the Collateral shall be distributed by MICC in the following order of priorities:
First, to MICC in an amount sufficient to pay in full the reasonable

expenses (including reasonable attorneys’ fees and expenses), liabilities and advances incurred or
made by MICC in connection with the collection of the Liabilities, and in connection with the
sale, disposition or other realization of the Collateral;
Second, to MICC until all Reimbursement Obligations then-outstanding

and other then-ascertainable Liabilities consisting of fees, costs, charges and expenses incurred
by MICC are paid in full;
Third, to the Supplemental Collateral Account until the requirement for

Supplemental Collateral set forth in Section 10(a) is fully funded;
Fourth, to payment in full of all other unpaid Liabilities; and
Finally, upon the unconditional release or termination of MICC’s

obligations under the Credit Enhancement Agreement, to Grantors, in accordance with their pro
rata interests or as a court of competent jurisdiction over Grantors may direct, or as otherwise
required by law.
Each Grantor agrees to indemnify and hold harmless MICC, its directors, officers,
employees, agents, and parent and subsidiary corporations (collectively, “Indemnitees”), and
each of them, from and against any and all liabilities, obligations, claims, damages, or expenses
incurred by any of them, arising out of or by reason of such Grantor’s respective acts or
omissions with respect to the Collateral, this Security Agreement, the Reimbursement
Agreement or other MICC Loan Documents, and to pay or reimburse Indemnitees for the
reasonable fees and disbursements of counsel incurred in connection with any investigation,
litigation or other proceedings (whether or not Indemnitees are a party thereto) arising out of or
by reason of claims by third parties in connection with or in any way related to the Collateral, the
Reimbursement Agreement or this Security Agreement. The foregoing provisions of this
paragraph notwithstanding, such indemnity shall not apply to liabilities, obligations, claims,
damages or expenses resulting from the gross negligence or intentional misconduct of
Indemnitees, as determined by a final adjudication in a court of competent jurisdiction.
Indemnitees will promptly give such Grantor written notice of the assertion of any claim which it
believes is subject to the indemnity set forth in this Section 10 and will, upon the request of such
Grantor, promptly furnish such Grantor with all material in its possession relating to such claim
or the defense thereof to the extent that Indemnitees may do so without breach of duty to others.
Any amounts properly due under this Section 10 shall be payable to Indemnitees immediately
upon demand.
15
11. Limitation on MICC’s Duty in Respect of Collateral. Except as expressly
provided in the Code, and except in the case of MICC’s gross negligence or willful misconduct,
MICC shall have no duty as to (i) any Collateral in its possession or control or in the possession
or control of any agent or nominee of MICC, or (ii) any income on the Collateral, or (iii) the
preservation of rights against prior parties or any other rights pertaining thereto.
12. Notices. Notwithstanding any provision of law permitting alternate methods of

communication, any notice or other communication required or permitted to be given shall be in
writing and shall be delivered personally or shall be sent by registered mail, certified mail or
Express Mail service, postage prepaid and return receipt requested, or by a nationally recognized
overnight delivery service, addressed to the parties as set forth below. Any notice provided shall
be deemed received when delivery is received or refused, as the case may be. Additionally,
notices may be given by telephone facsimile or electronic e-mail transmission, provided that an
original of said transmission shall be delivered to the addressee by a nationally recognized
overnight delivery service on the day following such transmission. Telephone facsimiles and e-
mail transmissions shall be deemed delivered on the date of such transmission.
Notices to Grantors: __________________________

__________________________
__________________________
Facsimile: _________________
Email: ____________________
__________________________
__________________________
__________________________
Facsimile: _________________
Email: ____________________
With a copy to: __________________________

__________________________
__________________________
Facsimile: _________________
Email: ____________________
Notices to MICC: Marriott International Capital Corporation

Department 52/924.11
10400 Fernwood Road
Attention: Treasurer
Facsimile: _________________
Email: ____________________
16
With copies to: [Franchisor entity, c/o] Marriott International, Inc.
Department 52/923
10400 Fernwood Road
Attention: _________________
Facsimile: _________________
Email: ____________________
__________________________
__________________________
__________________________
Facsimile: _________________
Email: ____________________
Any party may change its respective address for the giving of notice to another address by giving
at least ten (10) calendar days notice of such change.
13. Severability. Any provision of this Security Agreement which is prohibited or

unenforceable shall be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof. Any such prohibition or unenforceability shall not
invalidate or render unenforceable any other provisions of this Security Agreement.
14. No Waiver; Cumulative Remedies.
(a) MICC shall not, by any act, delay, omission or otherwise, be deemed to
have waived any of its rights or remedies hereunder. No waiver hereunder shall be valid except
to the extent therein set forth. A waiver of any right or remedy hereunder on any one occasion
shall not be construed as a bar to any right or remedy which MICC would otherwise have had on
any future occasion. No failure to exercise nor any delay in exercising on the part of MICC any
right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any right, power or privilege hereunder preclude any other or future exercise
thereof or the exercise of any other right, power or privilege.
(b) Unless expressly waived, the rights and remedies hereunder are
cumulative and may be exercised singly or concurrently, and are not exclusive of any rights and
remedies provided by law. MICC may resort to, and realize on, the Collateral simultaneously
with any acts or proceedings initiated by MICC in its sole and conclusive discretion. None of the
terms or provisions of this Security Agreement may be waived, altered, modified or amended
except by an instrument in writing, duly executed by Grantors and MICC.
15. Successors and Assigns. This Security Agreement and all obligations of
Grantors hereunder shall be binding upon the successors and assigns of Grantors.
Notwithstanding the foregoing, Grantors shall not have the right to assign their rights or
obligations hereunder or any interest herein to any third party. This Security Agreement shall,
17
together with the rights and remedies of MICC hereunder, inure to the benefit of MICC and its
successors and assigns.
16. Governing Law. This Security Agreement was negotiated in the State of
Maryland, and accepted by MICC at its corporate offices in the State of Maryland. Any
Advance that would give rise to the obligations of Grantors hereunder shall be made by MICC
from its corporate offices in the State of Maryland and any payment by Company or Grantors as
reimbursement for such Advance shall be made to MICC at its corporate offices in the State of
Maryland. Grantors agree that the State of Maryland has a substantial relationship to the
transaction evidenced hereby and further agrees that this instrument shall be construed according
to and governed by the internal laws of the State of Maryland without regard to principles of
conflicts of law.
17. Termination. This Security Agreement, and the assignments, pledges and
security interests created or granted hereby, shall terminate when the Liabilities have been fully
paid and satisfied, at which time MICC shall release, reassign, and deliver to Grantors all
Collateral and related documents then in the custody or possession of MICC, including
termination statements under the Code, all without recourse upon, or warranty whatsoever, by
MICC.
18. Injunctive Relief. Grantors recognize that if Grantors fail to perform, observe or
discharge any of Grantors’ obligations hereunder, no remedy of law will provide adequate relief
to MICC. Grantors agree that MICC shall be entitled to temporary and permanent injunctive
relief in any such case, without the necessity of proving actual damages.
19. Waiver of Subrogation. Grantors shall have no right of subrogation as to any of

the Collateral until full and complete performance and payment of the Liabilities.
20. Waiver of Jury Trial. GRANTORS AND MICC, BY ACCEPTANCE OF

THIS SECURITY AGREEMENT, HEREBY WAIVE THEIR RESPECTIVE RIGHTS
TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, OR
RELATED TO, THE SUBJECT MATTER OF THIS SECURITY AGREEMENT AND
THE BUSINESS RELATIONSHIP THAT IS BEING ESTABLISHED. THIS WAIVER IS
KNOWINGLY, INTENTIONALLY AND VOLUNTARILY MADE BY GRANTORS
AND MICC, AND GRANTORS ACKNOWLEDGE THAT NEITHER MICC NOR ANY
PERSON ACTING ON BEHALF OF MICC HAS TAKEN ANY ACTIONS WHICH IN
ANY WAY MODIFY OR NULLIFY THE EFFECT OF THIS WAIVER. GRANTORS
AND MICC ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT
TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH OF THEM HAS
ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS SECURITY
AGREEMENT AND THAT EACH OF THEM WILL CONTINUE TO RELY UPON
THIS WAIVER IN THEIR RELATED FUTURE DEALINGS. GRANTORS AND MICC
FURTHER ACKNOWLEDGE THAT THEY HAVE BEEN REPRESENTED (OR HAVE
HAD THE OPPORTUNITY TO BE REPRESENTED) IN THE SIGNING OF THIS
18
SECURITY AGREEMENT AND IN THE MAKING OF THIS WAIVER BY
INDEPENDENT LEGAL COUNSEL OF THEIR CHOOSING.
21. Venue. GRANTORS AGREE THAT ALL ACTIONS OR PROCEEDINGS

ARISING DIRECTLY, INDIRECTLY OR OTHERWISE IN CONNECTION WITH OR
RELATED TO THIS SECURITY AGREEMENT SHALL BE LITIGATED ONLY IN
COURTS HAVING A SITUS WITHIN THE STATE OF MARYLAND. GRANTORS
HEREBY CONSENT AND SUBMIT TO THE JURISDICTION OF ANY LOCAL,
STATE OR FEDERAL COURT HAVING JURISDICTION IN THE STATE OF
MARYLAND.
22. Joint and Several Obligations. The liabilities and obligations of the Grantors
under this Security Agreement shall be joint and several. Each Grantor hereby agrees that this
Security Agreement may be enforced by MICC against any Grantor without first resorting to or
exhausting any other security or Collateral and without first having, or concurrently seeking,
recourse to any other Grantor or any of the Collateral secured by this Security Agreement
through foreclosure proceedings, trustee’s sale or otherwise.
23. Counterparts. This Assignment of Equity Interests and Security Agreement may
be executed in one or more counterparts, each of which alone and all of which together shall be
deemed an original.
24. Agreement by Company. By the signature below of its authorized

representative, the Company acknowledges the provisions of this Security Agreement and,
notwithstanding any contrary provisions set forth in the Organizational Documents, hereby
agrees to cause any proceeds that may be available for distribution to any Grantor under the
Organizational Documents to be distributed as follows: Following an (i) Advance by MICC (and
until such Advance shall have been fully repaid by Grantors) and/or (ii) Event of Default (and for
so long as such Event of Default shall remain uncured and is not waived), upon MICC’s request,
the Company shall either pay directly to MICC or shall execute and deliver a letter of direction
to the Manager in the form of the letter attached as [Exhibit _] hereto. Any payment made to
MICC by either the Company or the Manager shall constitute distributions from the Company to
Grantors.
19
IN WITNESS WHEREOF, Grantors have executed this Security Agreement as of the
date first above written.
GRANTORS:
By: [SEAL]
Name:
Title:
STATE OF _________________ )
) ss:
COUNTY OF _________________ )
On the _____ day of __________, before me personally appeared ________________,

who being by me duly sworn, did depose and say that he executed the foregoing Security
Agreement in his capacity as __________________________ of _________________, a
____________________, as its true act and deed.
_________________________
Notary Public
Commission expires:_________
Acknowledged and Agreed to:
COMPANY:
_______________________________
a __________________________,
by its duly authorized officers
By: __________________________
Name: ________________________
Title: _________________________
20
EXHIBIT __
FORM LETTER OF DIRECTION
[date]
[Management Company]
_____________________
_____________________
Attn: __________________
Re: [property brand and location]
Dear Ladies/Gentlemen:
This letter of instruction relates to the Management Agreement dated ______________,

as amended (“Management Agreement”), by and between ________________________
(“Manager”) and _______________________________________ (“Company”).
Prior to remitting to Company or any of its [members / partners/ shareholders] any

remittance amount under the Management Agreement, you are hereby directed to pay to Marriott
International Capital Corporation (“MICC”) any funds to be otherwise remitted to Company
and/or its [members / partners/ shareholders] under the Management Agreement. All payments
are to be made to Marriott International Capital Corporation, at 10400 Fernwood Road,
Department 52/924.11, Bethesda, Maryland 20817, Attention: Treasury Department, Reference:
[property brand and location].
Company knowingly and voluntarily gives the foregoing irrevocable directions to

Manager for the benefit of MICC. These directions may not be rescinded, amended or modified
without the prior written consent of MICC. Company agrees that these directions do not modify,
diminish or affect any of its or any [member’s / partner’s/ shareholder’s] liabilities to MICC.
Please do not hesitate to contact me should you have any questions about the instructions
contained in this letter.
Very truly yours,
21
GUARANTY AGREEMENT
THIS GUARANTY AGREEMENT (“Guaranty”) is made as of ___________________,

20__, by __________________________, a ___________ (“Guarantor”) in favor of
MARRIOTT INTERNATIONAL CAPITAL CORPORATION, a Delaware corporation
(“MICC”).
RECITALS
A. ______________________ (“Borrower”) is the owner of certain real property

containing approximately ______ acres situated in ________ (“Property”).
B. ______________________ ([“Member / Partner”]) is the owner of the [member

/ partner] interests in Borrower.
C. As of the date hereof, Borrower is entering into a mortgage loan with

_________________ Bank, a ________________ banking corporation (“Lender”), pursuant to
which Lender is lending up to _______________________Dollars ($__________.00) to
Borrower (“Loan”) in connection with the construction and mini-permanent financing of a
___________ hotel on the Property (“Project”).
D. The Loan is evidenced by a certain promissory note from Borrower to Lender

(“Note”) and is secured by a [Deed of Trust / Mortgage] given by Borrower for the benefit of
Lender (“Mortgage”). The Note, the Mortgage and the other documents executed by Borrower
to evidence or secure the Loan are hereinafter collectively referred to as the “Senior Loan
Documents.”
E. MICC has agreed to provide credit enhancement of a portion of the Loan up to a

maximum amount of _________________ Dollars ($__________.00) pursuant to and in
accordance with that certain Credit Enhancement Agreement by and between MICC and Lender
(“Credit Enhancement Agreement”).
F. As a condition to MICC’s entering into the Credit Enhancement Agreement,

MICC is requiring that Guarantor execute and deliver to MICC this Guaranty, and that Borrower
and [Member / Partner] execute and deliver to MICC that certain Reimbursement Agreement of
even date herewith (“Reimbursement Agreement”) and certain other documents evidencing
and securing Borrower’s, [Member’s / Partner’s] and Guarantor’s obligations to MICC (together
with the Reimbursement Agreement, collectively, “MICC Documents”).
In consideration of the foregoing, the covenants and undertakings set forth herein, and
other good and valuable consideration, the receipt and sufficiency of which are acknowledged,
Guarantor hereby acknowledges and agrees as follows:
1. Guaranteed Events.
1.1 Guarantor hereby absolutely and unconditionally indemnifies, defends,
holds harmless, and guarantees to MICC the full, prompt and unconditional payment of any
“Losses” (as defined in Section 1.2 below) arising out of the “Guaranteed Events” (as defined in
Section 1.3 below). This Guaranty is a primary obligation of Guarantor and shall be a continuing
inexhaustible Guaranty. MICC may, to the extent herein provided, require Guarantor to fulfill its
obligations under this Guaranty and may proceed immediately against Guarantor without being
required to bring any proceeding or take any action against Borrower, [Member / Partner], any
other guarantor or any other person, entity or collateral belonging to any of the foregoing prior
thereto. The liability of Guarantor hereunder is independent of and separate from the liability of
Borrower, [Member / Partner], any other guarantor or person. All sums due and payable
hereunder by Guarantor shall be payable within ten (10) calendar days after demand. MICC
shall have full recourse to all of the assets of Guarantor in connection with Guarantor’s
obligations hereunder. It is the intention of Guarantor that this Guaranty shall not be deemed
discharged until such time as the Guarantor’s obligations hereunder have been paid in full and/or
performed, as appropriate.
1.2 The term “Losses” shall mean all claims, suits, liabilities, actions,
proceedings, obligations, debts, damages (including, without limitation, punitive damages and/or
consequential damages), losses, costs, expenses, fines, penalties, charges, interest, fees,
judgments, awards, amounts paid in settlement, costs of defense and reasonable attorneys’ fees
incurred by MICC in connection with the Guaranteed Events.
1.3 The term “Guaranteed Events” shall mean:
(a) The willful misconduct of Borrower, [Member / Partner],

Guarantor, or their respective agents, managers, officers or employees with respect to the
operation of the Project;
(b) The physical waste of the Property or the Project by Borrower, [Member / Partner],
Guarantor, or their respective agents, managers, officers or employees;
(c) The removal or disposal of any property by Borrower, [Member /

Partner], or any agent or employee of Borrower, or [Member / Partner], other than personal
property which is, in the ordinary course, replaced by comparable personal property having an
equal or greater value;
(d) Borrower’s or [Member’s / Partner’s] failure to pay taxes,

assessments, charges for labor or materials or other charges that result in liens on any portion of
the Property or the Project, except to the extent that escrows or impounds for such taxes or other
charges are being and have been properly deposited with and paid to Lender or MICC;
(e) Borrower’s or [Member’s / Partner’s] failure to maintain

insurance required under the Mortgage and under [that / those] certain [Assignment of Equity
2
Interests and Security Agreement] given by [Members / Partners] to MICC (“Equity Pledge”)
in respect of the Project; provided, however, that Guarantor shall have no liability hereunder for
any failure to maintain such insurance from and after such date, if any, that Lender forecloses on
the Mortgage or MICC forecloses on the Pledge Agreement, or either Lender or MICC accepts a
deed or assignment in lieu of foreclosure;
(f) Borrower’s or [Member’s / Partner’s] failure to promptly

remediate any environmental contamination or correct any violation of any federal, state or local
laws applicable to environmental conditions or governing hazardous substances or infectious
wastes, as such laws may be amended from time to time;
(g) Fraud, or intentional or grossly negligent misrepresentation by

Borrower, [Member / Partner] or Guarantor in connection with the Loan Documents or the
MICC Documents;
(h) Distributions to [Member / Partner] following a default or breach

(as to which Borrower and/or [Member / Partner] has received notice) under either the Loan
Documents or the MICC Documents;
(i) The misappropriation or conversion by Borrower or [Member /

Partner] of any: (i) insurance proceeds paid by reason of any loss, damage or destruction to the
Property or the Project, (ii) awards or other amounts received in connection with the
condemnation of all or a portion of the Property or the Project, or (iii) rents, issues, profits,
proceeds, deposits, accounts, or other amounts;
(j) Borrower’s failure to obtain MICC’s written consent prior to any

sale or transfer of the Property or the Project, or any sale or transfer of any [Member / Partner]
interest in Borrower, except as expressly permitted by the Equity Pledge;
(k) Borrower’s failure to obtain MICC’s written consent prior to

(i) encumbering the Property or the Project with additional debt, or (ii) creating, incurring,
assuming, or permitting to exist any lien upon or with respect to the Property, the Project or the
[member / partner] interests in Borrower, except as expressly permitted by the Equity Pledge;
(l) Borrower’s assignment for the benefit of creditors, or the

appointment of a receiver for Borrower, any [Member / Partner], or for the Project, or any part
thereof, or if Borrower or any [Member / Partner] is the subject of any bankruptcy,
reorganization, or insolvency proceeding; and
(m) The termination of the Franchise Agreement between Borrower

and Marriott International, Inc.
2. Subordination.
3
2.1 Any indebtedness or obligations of Borrower and [any Member / Partner]
to Guarantor now or hereafter existing (including, but not limited to, any rights of subrogation
Guarantor may have as a result of any payment by Guarantor under this Guaranty), together with
any interest thereon, shall be, and such indebtedness hereby is, subordinated to the prior payment
in full of the indebtedness of Borrower and [Member / Partner] to MICC under the MICC
Documents. Guarantor agrees that, following any default or event of default under either the
Loan Documents or the MICC Documents, Guarantor will not accept any payment or satisfaction
of any kind of any indebtedness of Borrower or [any Member / Partner] to Guarantor, and
Guarantor hereby assigns to MICC all right, title and interest in such indebtedness, including the
right to file proof of claim and to vote thereon in connection with any bankruptcy, insolvency or
reorganization proceeding, and including the right to vote on any plan of arrangement or
reorganization. Further, Guarantor agrees that following any default or event of default under
the Loan Documents or the MICC Documents, if Guarantor should receive any payment,
satisfaction or security for any indebtedness of Borrower or [any Member / Partner] to
Guarantor, the same shall be delivered to MICC in the form received, endorsed or assigned as
may be appropriate for application on account of or as security for the indebtedness of Borrower
and [Member / Partner] to MICC and, until so delivered, shall be held in trust for MICC as
security for the indebtedness of Borrower and [Member / Partner] to MICC.
2.2 Any lien or charge on the Property, the Project and/or the [member /
partner] interests in Borrower, or the revenue and income to be realized from any of the
foregoing, and all rights in and to the Property, the Project and/or the [member / partner]
interests in Borrower, which Guarantor may have or obtain as security for any loans, advances or
costs in connection with the Project shall be, and such lien or charge hereby is, subordinated to
the indebtedness of Borrower and [Member / Partner] to MICC under the MICC Documents.
3. Continuing and Absolute Obligation.
3.1 It is expressly understood and agreed that this is a continuing guaranty and
that the obligations of Guarantor hereunder are and shall be absolute under any and all
circumstances, without regard to the validity, regularity or enforceability of the MICC
Documents. Guarantor hereby acknowledges having received and reviewed true copies of the
MICC Documents.
3.2 Guarantor agrees that the validity of this Guaranty and the obligations of
Guarantor hereunder shall in no way be terminated, affected or impaired by reason of the
assertion by MICC of any rights or remedies which it may have under or with respect to the
MICC Documents, or against any person obligated thereunder, or by reason of MICC’s failure to
exercise, or delay in exercising, any such right or remedy MICC may have hereunder or in
respect to this Guaranty, or by reason of the adjudication in bankruptcy of any person obligated
under the MICC Documents, or the filing of a petition for any relief under any federal or state
bankruptcy or insolvency law by any such person, or the dissolution of Guarantor.
3.3 Guarantor covenants that this Guaranty shall remain and continue in full
force and effect as to any assignment, sale, modification, extension or renewal of the MICC
4
Documents, or the release or exchange of any collateral for the MICC Documents, and that other
indulgences or forbearance may be granted under the MICC Documents, all of which may be
made, done or suffered without notice to, or further consent of, Guarantor.
3.4 Guarantor further agrees that the provisions of this Guaranty shall not:
(a) Constitute a waiver, release or impairment of any obligation

evidenced by the MICC Documents, or constitute a waiver by MICC of any rights to damages;
and
(b) Impair the right of MICC to name Borrower and/or [any Member /
Partner] as a party defendant in any action or suit or otherwise impair the right of MICC to
enforce its remedies under the MICC Documents including, but not limited to, the right to obtain
the appointment of a receiver.
3.5 Guarantor agrees that, if at any time any payment, or portion thereof,
made on account of any of the obligations and liabilities hereunder is set aside as a voidable
preference or fraudulent conveyance or must otherwise be restored or returned by MICC under
any insolvency, bankruptcy or other federal and/or state laws, this Guaranty shall continue and
remain in full force and effect or be reinstated, as the case may be, all as though such payment or
payments had not been made.
4. Waiver of Exemptions. To the full extent that Guarantor may do so, Guarantor
hereby waives the benefit of homestead and all other exemptions to which Guarantor may be
entitled, and Guarantor waives notice of the acceptance hereof, presentment, demand for
payment, protest, notice of protest or any and all notices of non-payment, non-performance, or
non-observance, or other proof, or notice of demand.
5. MICC Assignment. MICC may sell, assign or transfer all or any portion of the
indebtedness, obligations and liabilities of Borrower and [Member / Partner], and, in such event,
each and every successive assignee, transferee or holder of all or any part of said indebtedness,
obligations or liabilities shall have the right to enforce this Guaranty as fully as if such assignee,
transferee or holder were named herein.
6. Not Subject to Enforcement of Other Remedies. This Guaranty may be

enforced by MICC against the Guarantor without first resorting to or exhausting any other
security or collateral; provided, however, that nothing herein shall prevent MICC from bringing
legal action under any of the MICC Documents or from exercising any of its rights thereunder.
7. Enforcement; Attorneys’ Fees. Guarantor shall pay on demand all reasonable

costs, fees, and expenses of MICC arising from the enforcement or the exercise of any remedy or
other action taken by MICC under this Guaranty, in each case including the reasonable fees and
disbursements of MICC’s legal counsel and other reasonable out-of-pocket expenses, together
with interest on all such amounts until paid at the Interest Rate set forth in the Reimbursement
Agreement.
5
8. Joint and Several Obligations. The liability of Guarantor hereunder is joint and
several, and independent of and separate from the liability of Borrower and [Member / Partner],
any other guarantor or person, and the availability of other collateral security for the MICC
Documents.
9. Binding Effect. This Guaranty shall be binding upon the Guarantor and each of
its successors, heirs, personal representatives and assigns, and shall inure to the benefit of and be
enforced by MICC and its successors and assigns.
10. Right of Set-Off. In addition to all liens upon and rights of set-off against the
money, securities or other property of Guarantor given to MICC by law, MICC shall have a lien
upon and a right of set-off against all money, securities and other property of Guarantor now or
hereafter in the possession of or on deposit with MICC, whether held in a general or special
account or deposit, or for safe-keeping or otherwise, and every such lien and right of set-off may
be exercised without demand upon, or notice to, Guarantor. No lien or right of set-off shall be
deemed to have been waived by any act or conduct on the part of MICC, or by any neglect to
exercise such right of set-off or to enforce such lien, or by any delay in so doing, and every right
of set-off and lien shall continue in full force and effect until such right of set-off or lien is
specifically waived or released by an instrument in writing executed by MICC.
11. Governing Law. This Guaranty was negotiated in the State of Maryland, and
accepted by MICC at its corporate offices in the State of Maryland. Guarantor agrees that the
State of Maryland has substantial relationship to the transaction described herein and further
agrees that this Guaranty shall be construed according to and governed by the internal laws of the
State of Maryland without regard to principles of conflicts of law. Guarantor hereby irrevocably
submits to the nonexclusive jurisdiction of any State or Federal court sitting in Maryland over
any suit, action or proceeding arising out of, or relating to, this Guaranty.
12. Amendments. This Guaranty cannot be modified, amended or terminated

without a writing signed by both Guarantor and MICC.
13. Trial by Jury Waiver. GUARANTOR AND MICC HEREBY WAIVE ALL
RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INSTITUTED BY
OR AGAINST GUARANTOR OR MICC PERTAINING DIRECTLY OR INDIRECTLY
TO THIS GUARANTY.
14. Severability. If any provision in this Guaranty shall be illegal or unenforceable,

such provision shall be deemed to be replaced by the valid and enforceable provision that is
substantively most similar to such invalid or unenforceable provision, but the remaining
provisions shall not be affected thereby.
15. Confession of Judgment. Guarantor hereby irrevocably constitutes, appoints and

authorizes the clerk of any court or any attorney to appear for Guarantor in any state or federal
court having jurisdiction in the State of Maryland, to waive the issuance and service of process,
6
and to confess judgment against Guarantor in favor of MICC in the full amount owing
hereunder, plus court costs and an attorney’s fee equal to fifteen percent (15%) of the
outstanding amount owed under this Guaranty. Guarantor waives the benefit of any and every
statute, ordinance or rule of court which may be lawfully waived which confers upon Guarantor
any right of appeal, vacating or granting relief from enforcement of a confessed judgment.
Guarantor waives any and all defenses in connection therewith including, but not limited to, any
defense or claim that MICC acted improperly, negligently or unreasonably in connection with
the enforcement of this Guaranty. No single exercise of the foregoing power to confess the
judgment shall be deemed to exhaust the power, whether or not any such exercise shall be held
by a court to be valid, voidable or void, but the power shall continue undiminished and it may be
exercised from time to time as often as MICC shall elect, for so long as this Guaranty shall
remain in effect.
16. Loss of Guaranty. Upon notice from MICC of the loss, theft, or destruction of
this Guaranty, and upon receipt of an indemnity reasonably satisfactory to Guarantor from
MICC; or in the case of mutilation of the Guaranty, upon surrender of the mutilated Guaranty
Guarantor shall make and deliver to MICC a new guaranty of like tenor in lieu of the then -
superseded Guaranty.
17. Represented by Counsel. Guarantor acknowledges that it was represented by

counsel in connection with the execution of this Guaranty and knowingly agreed to the terms of
this Guaranty.
18. Captions. All captions, headings, paragraphs and subparagraph numbers and
designations are solely for the purpose of facilitating reference to this Guaranty and shall not
supplement, limit or otherwise vary in any respect the text of this Guaranty. As used herein, the
singular shall refer to the plural and the plural shall refer to the singular.
19. Counterparts. This Guaranty Agreement may be executed in one or more

counterparts, each of which alone and all of which together shall be deemed an original.
20. Financial Statements. Not later than one hundred and twenty (120) calendar
days after the close of each fiscal year, Guarantor shall furnish to MICC annual financial
statements and a balance sheet for the preceding fiscal year, in such detail as MICC may
reasonably require.
SIGNATURES ON FOLLOWING PAGE
7
IN WITNESS WHEREOF, the Guarantor has duly executed this Guaranty Agreement
under seal as of the date first above written.
GUARANTOR:
By: ___________________________ [SEAL]
Name: ________________________________
Title: _________________________________
________________________)
) ss:
________________________)
I HEREBY CERTIFY that on ___________ ___, 20__, before me, a Notary Public for
the aforesaid jurisdiction, personally appeared ___________________________, who
[acknowledged himself / herself to be the of ______________, a
_____________, and that he / she, as such officer of _____________________, being authorized
so to do,] executed the foregoing instrument for the purposes therein contained [by signing the
name of the aforesaid by himself / herself as such officer].
_________________________________
Notary Public
My Commission Expires: __________
Signature Page for Guaranty Agreement
8
STATE EFFECTIVE DATES & FDD RECEIPT
STATE EFFECTIVE DATES
The following states have franchise laws that require that the Franchise Disclosure
Document be registered or filed with the states, 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 March 31, 2023
Hawaii Pending
Illinois Pending
Indiana Pending
Maryland Pending
Michigan March 31, 2023
Minnesota Pending
New York March 31, 2023
North Dakota Pending
Rhode Island Pending
South Dakota March 31, 2023
Virginia Pending
Washington Pending
Wisconsin March 31, 2023
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.
2023 State Effective Dates (WE):3360565_2 (03/31/2023)

RECEIPT
 Apartments by Marriott  JW Marriott / Marriott Hotels  Sheraton Hotels
Bonvoy  Le Méridien  The Luxury Collection
 Autograph Collection  Renaissance Hotels  Tribute Portfolio
 Delta Hotels by Marriott  Westin Hotels
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 Marriott International, Inc. (“Marriott”) 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.
Applicable state law may require Marriott to provide this disclosure document to you earlier than required by federal
law.
Marriott authorizes the respective state agencies identified on Exhibit F to receive service of process for it in the
particular state.
If Marriott 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, D.C. 20580, and the applicable state agency identified on Exhibit G.
Issuance Date: March 31, 2023 (effective dates in the franchise registration states are as noted immediately before
this receipt)
Attached as Attachment A to this receipt is a list containing the name, principal business address and telephone
number of each franchise seller (as defined on Attachment A) who may be involved in this transaction. We have
placed a mark next to the names of those persons whom we believe, as of the date hereof, will be a franchise seller
in this transaction. Please place a mark next to the names of any additional persons listed on Attachment A (or add
the names of any others not listed) who have also been franchise sellers in this transaction.
I received a disclosure document with an issuance date of March 31, 2023, that included the following Exhibits:
A. Term Sheet H. System Agreements 31, 2022; Guarantee of MIF,
B. Application I. Lodging Laws and Regulations L.L.C.
C. Franchise Agreement and J. Audited Consolidated Financial K. Manuals, Standards, and
Related Agreements Statements of Marriott Resources
D. State Amendments to Disclosure International, Inc. for the Three L. Service Agreements
Document Fiscal Years in the Period Ended M. Open Outlets/Unopened Outlets
E. State Amendments to Franchise December 31, 2022; Audited N. Former Franchisees
Agreement Financial Statements of MIF, O. Comfort Letter
F. Agents for Service of Process L.L.C. for the Three Fiscal Years P. Pre-Opening Agreement
G. State Regulatory Authorities in the Period Ended December Q. Sample Financing Agreements
Printed Name Title Signature Date

(1) ________________ _____________________ _____________________ _____________________
(2) ________________ _____________________ _____________________ _____________________
Company or Partnership Name: _____________________________________________
Location of Property: _____________________________________________
Copy 1 - Return this copy of the Receipt to

Bethesda, MD 20814
2023 Receipt (FS) - FINAL:3360479_2

(03/31/2023)
ATTACHMENT A
Marriott Lodging Development Full-Service Brands
Please note: “Franchise seller” means a person that offers for sale, sells, or arranges for the sale of a franchise. It
includes the franchisor and the franchisor’s employees, representatives, agents, subfranchisors, and third-party
brokers who are involved in franchise sales activities. It does not include existing franchisees who sell only their
own outlet and who are otherwise not engaged in franchise sales on behalf of the franchisor.
DEVELOPMENT  Marci Penman,

c/o NALO Lodging Development Manager, Full-Service  Naomi Paulraj
7750 Wisconsin Avenue Development Sr. Manager, Owner &
Bethesda, MD 20814 (602) 362-0470 Franchise Services
(301) 380-3000
OTHER TEAMS  Kathi Perry
 Noah Silverman
7750 Wisconsin Avenue Manager, Owner & Franchise
Global Development Officer -
Bethesda, MD 20814 Services
U.S. & Canada
(301) 380-3000  Luana Arce
EAST REGION
 Liam Brown Manager, Owner & Franchise
 Lisa Sexton Group President, U.S. & Canada Services
SVP, U.S. Full-Service
 Tina Edmundson  Daniel Garrison
Development
President, Luxury Manager, Owner & Franchise
(301) 380-8548
Services
 Karen Finberg
 Keith Biumi
Chief Franchise Officer  Kim Harris-Dunnings
VP, Full-Service Development
Manager, Owner & Franchise
(770) 403-3464  Dana Jacobsohn
Services
Chief Development Officer,
 Robert Boulle
U.S. Managed Luxury Brands  Juan Macias
and Global Mixed-Use Manager, Owner & Franchise
(301) 380-4198
Services
 Kyle Gagne  Sarah Khalifa
VP, Full-Service Development VP, Global Mixed-Use
(301) 380-3051 Development
ADDITIONAL CONTACTS
 Kip Vreeland
 Emma Claire Spring
SVP, Owner & Franchise
Manager, Full-Service
Services, Full-Service  Name: ____________________
Development
Franchising Address: __________________
(301) 380-6687
WEST REGION  Tara R. Cowan __________________________
VP, Owner & Franchise
 Paul Loehr Services Phone: ____________________
 Daryl Rhead
Development
VP, Franchise Operations  Name: ____________________
(602) 362-0469
 Anne Bertsch  Catherine L. Young Address: __________________
SVP, Asset Management and
VP, Full-Service Development __________________________
Analysis, U.S.
(240) 463-0782
 Michael Rosenman Phone: ____________________
 Soo Yeon Noh VP, Owner & Franchise
VP, Full-Service Development Services
(301) 642-9891
 Richard Lind
 Nathan Siehr VP, Owner Franchise Services
(202) 355-3393
2023 Receipt (FS) - FINAL:3360479_2 2

(03/31/2023)
RECEIPT
 Apartments by Marriott  JW Marriott / Marriott Hotels  Sheraton Hotels
Bonvoy  Le Méridien  The Luxury Collection
 Autograph Collection  Renaissance Hotels  Tribute Portfolio
 Delta Hotels by Marriott  Westin Hotels
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 Marriott International, Inc. (“Marriott”) 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.
Applicable state law may require Marriott to provide this disclosure document to you earlier than required by federal
law.
Marriott authorizes the respective state agencies identified on Exhibit F to receive service of process for it in the
particular state.
If Marriott 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, D.C. 20580, and the applicable state agency identified on Exhibit G.
Issuance Date: March 31, 2023 (effective dates in the franchise registration states are as noted immediately before
this receipt)
Attached as Attachment A to this receipt is a list containing the name, principal business address and telephone
number of each franchise seller (as defined on Attachment A) who may be involved in this transaction. We have
placed a mark next to the names of those persons whom we believe, as of the date hereof, will be a franchise seller
in this transaction. Please place a mark next to the names of any additional persons listed on Attachment A (or add
the names of any others not listed) who have also been franchise sellers in this transaction.
I received a disclosure document with an issuance date of March 31, 2023 that included the following Exhibits:
A. Term Sheet H. System Agreements in the Period Ended December 31,
B. Application I. Lodging Laws and Regulations 2022; Guarantee of MIF, L.L.C.
C. Franchise Agreement and Related J. Audited Consolidated Financial K. Manuals, Standards, and
Agreements Statements of Marriott Resources
D. State Amendments to Disclosure International, Inc. for the Three L. Service Agreements
Document Fiscal Years in the Period Ended M. Open Outlets/Unopened Outlets
E. State Amendments to Franchise December 31, 2022; Audited N. Former Franchisees
Agreement Financial Statements of MIF, O. Comfort Letter
F. Agents for Service of Process L.L.C. for the Three Fiscal Years P. Pre-Opening Agreement
G. State Regulatory Authorities Q. Sample Financing Agreements
Printed Name Title Signature Date

(1) ________________ _____________________ _____________________ _____________________
(2) ________________ _____________________ _____________________ _____________________
Company or Partnership Name: _____________________________________________
Location of Property: _____________________________________________
Copy 2 – Keep this copy of the Receipts for your records.

Bethesda, MD 20814
2023 Receipt (FS) - FINAL:3360479_2

(03/31/2023)
ATTACHMENT A
Marriott Lodging Development Full-Service Brands
Please note: “Franchise seller” means a person that offers for sale, sells, or arranges for the sale of a franchise. It
includes the franchisor and the franchisor’s employees, representatives, agents, subfranchisors, and third-party
brokers who are involved in franchise sales activities. It does not include existing franchisees who sell only their
own outlet and who are otherwise not engaged in franchise sales on behalf of the franchisor.
DEVELOPMENT  Marci Penman,

/o NALO Lodging Development Manager, Full-Service  Naomi Paulraj
7750 Wisconsin Avenue Development Sr. Manager, Owner &
Bethesda, MD 20814 (602) 362-0470 Franchise Services
(301) 380-3000
OTHER TEAMS  Kathi Perry
 Noah Silverman
7750 Wisconsin Avenue Manager, Owner & Franchise
Global Development Officer -
Bethesda, MD 20814 Services
U.S. & Canada
(301) 380-3000  Luana Arce
EAST REGION
 Liam Brown Manager, Owner & Franchise
 Lisa Sexton Group President, U.S. & Canada Services
 Tina Edmundson  Daniel Garrison
Development
President, Luxury Manager, Owner & Franchise
(301) 380-8548
Services
 Karen Finberg
 Keith Biumi
Chief Franchise Officer  Kim Harris-Dunnings
Manager, Owner & Franchise
(770) 403-3464  Dana Jacobsohn
Services
 Robert Boulle Chief Development Officer,
U.S. Managed Luxury Brands  Juan Macias
and Global Mixed-Use Manager, Owner & Franchise
(301) 380-4198
Services
 Sarah Khalifa
 Kyle Gagne
VP, Full-Service Development VP, Global Mixed-Use
(301) 380-3051 Development
ADDITIONAL CONTACTS
 Kip Vreeland
 Emma Claire Spring
SVP, Owner & Franchise
Manager, Full-Service
Services, Full-Service  Name: ____________________
Development
Franchising Address: __________________
(301) 380-6687
 Tara R. Cowan __________________________
WEST REGION
VP, Owner & Franchise
 Paul Loehr Services Phone: ____________________
 Daryl Rhead
Development
VP, Franchise Operations  Name: ____________________
(602) 362-0469
 Anne Bertsch  Catherine L. Young Address: __________________
VP, Full-Service Development SVP, Asset Management and
Analysis, U.S. __________________________
(240) 463-0782
 Michael Rosenman Phone: ____________________
 Soo Yeon Noh VP, Owner & Franchise
VP, Full-Service Development Services
(301) 642-9891
 Richard Lind
 Nathan Siehr VP, Owner Franchise Services
2023 Receipt (FS) - FINAL:3360479_2 2
(03/31/2023)

2023 Westin FDD 3 31 2023

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7

FRANCHISE DISCLOSURE DOCUMENT

MARRIOTT INTERNATIONAL, INC.

7750 Wisconsin Avenue

Issuance Date: March 31, 2023

Westin 3301210v4 (03/31/2023)

QUESTION WHERE TO FIND INFORMATION

Westin 3301210v4 (03/31/2023)

Some States Require Registration

Westin 3301210v4 (03/31/2023)

Certain states require that the following risk(s) be highlighted:

1. Out-of-State Dispute Resolution. The franchise agreement requires you to

Westin 3301210v4 (03/31/2023)

THE STATE OF MICHIGAN PROHIBITS CERTAIN UNFAIR PROVISIONS THAT ARE

(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

(g) A provision which permits a franchisor to refuse to permit a transfer of ownership of a

Westin 3301210v4 (03/31/2023)

ANY QUESTIONS REGARDING THIS NOTICE SHOULD BE DIRECTED TO:

DEPARTMENT OF THE ATTORNEY GENERAL

*NOTE: NOTWITHSTANDING PARAGRAPH (f) ABOVE, WE INTEND TO SEEK

Westin 3301210v4 (03/31/2023)

ITEM HEADING PAGE

ITEM 1 THE FRANCHISOR AND ANY PARENTS, PREDECESSORS, AND

ITEM 2 BUSINESS EXPERIENCE ................................................................................................ 10

ITEM 3 LITIGATION ...................................................................................................................... 10

ITEM 4 BANKRUPTCY .................................................................................................................. 23

ITEM 5 INITIAL FEES.................................................................................................................... 24

ITEM 6 OTHER FEES ..................................................................................................................... 30

ITEM 7 ESTIMATED INITIAL INVESTMENT .......................................................................... 55

ITEM 8 RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES ......................... 60

ITEM 9 FRANCHISEE’S OBLIGATIONS ................................................................................... 68

ITEM 10 FINANCING ....................................................................................................................... 70

ITEM 11 FRANCHISOR’S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS,

ITEM 12 TERRITORY ...................................................................................................................... 90

ITEM 13 TRADEMARKS ................................................................................................................. 92

ITEM 14 PATENTS, COPYRIGHTS, AND PROPRIETARY INFORMATION........................ 94

ITEM 15 OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE

ITEM 16 RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL ................................. 98

ITEM 17 RENEWAL, TERMINATION, TRANSFER, AND DISPUTE RESOLUTION ........ 101

ITEM 18 PUBLIC FIGURES .......................................................................................................... 106

ITEM 19 FINANCIAL PERFORMANCE REPRESENTATIONS ............................................. 107

ITEM 20 OUTLETS AND FRANCHISEE INFORMATION ...................................................... 113

ITEM 21 FINANCIAL STATEMENTS ......................................................................................... 123

ITEM 22 CONTRACTS ................................................................................................................... 124

ITEM 23 RECEIPTS ........................................................................................................................ 125

C Franchise Agreement and Related Agreements

D State Amendments to Disclosure Document

E State Amendments to Franchise Agreement

F Agents for Service of Process

G State Regulatory Authorities

I Lodging Laws and Regulations

K Manuals, Standards, and Resources

M Open Outlets/Unopened Outlets

Q Sample Financing Agreements

State Effective Dates

THE FRANCHISOR AND ANY PARENTS, PREDECESSORS, AND AFFILIATES

The Franchisor. The franchisor is Marriott International, Inc. (“Marriott”), a corporation