The management agreement decides who controls a hotel asset for the next ten to twenty
years. Most owners negotiate one a handful of times in their lives; the operator across
the table negotiates several a year. These notes describe where the imbalance usually
shows.
Run a genuine process
Operator selection works best as a structured process: a formal request for proposals
across several credible brands rather than a single courtship. The tension of a genuine
“beauty parade” is worth more than any single clause improvement: terms move most before
exclusivity is granted, and barely at all after it.
Key money is not a gift
Operators sometimes contribute capital, known as key money, to win a mandate. It is
routinely amortised over the term and clawed back on early exit, which means it quietly
prices the cost of leaving. Owners should read key money as a loan secured against their
own future flexibility, and weigh it accordingly.
Performance tests with teeth
A useful termination right rests on a dual-limbed test: the hotel failing against its
competitive set (a RevPAR index below an agreed threshold) and failing against
its own budgeted gross operating profit, typically measured over consecutive years.
Watch the drafting: tests that require both limbs to fail for several years, with broad
cure rights, can be close to impossible to trigger in practice.
Fee structure shapes behaviour
Base fees commonly run at 1.5–3.5% of total revenue; incentive fees at roughly 6–12% of
gross operating profit. The split matters more than the headline: a fee package weighted
to the base rewards revenue at any cost, while weighting to the incentive aligns the
operator with the profit the owner actually keeps.
Keep the exits and the levers
Three provisions do quiet, decisive work. Termination-on-sale preserves the asset’s
value to an unencumbered buyer. Approval rights over key personnel, above all the
general manager, keep the owner a say in who actually runs the asset. And radius clauses
stop the brand opening a competing flag next door with the owner’s own market
intelligence.
The firm reviews and negotiates these terms alongside the owner’s legal counsel, and
polices them for the life of the agreement.
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