Does the Even Hotels franchise agreement supersede all prior agreements between the parties?
Even_Hotels Franchise · 2025 FDDAnswer from 2025 FDD Document
This License is exclusively for the benefit of the parties hereto, and it may not give rise to liability to a third party. No agreement between IHG and anyone else is for the benefit of Licensee.
D. Entire Agreement.
All schedules, attachments, exhibits or addenda hereto are incorporated herein by this reference. Any reference to this License includes any schedules, attachments, exhibits, or addenda thereto, and any amendments thereof. This License and all schedules, attachments, exhibits or addenda to this License constitute the entire agreement between the parties related to the Hotel and supersede all previous negotiations between the parties pertaining to the licensing of the Hotel as a Brand System hotel. Nothing in this License or in any related agreement is intended, however, to disclaim any representations IHG made in the franchise disclosure document that IHG provided to Licensee. No change in this License will be valid unless in writing signed by both parties. No failure to require strict performance or to exercise any right or remedy hereunder will constitute a waiver of any rights hereunder or preclude requiring strict performance or exercising any right or remedy in the future.
Source: Item 23 — RECEIPTS (FDD pages 99–438)
What This Means (2025 FDD)
According to Even Hotels's 2025 Franchise Disclosure Document, the franchise agreement, along with its incorporated schedules, attachments, exhibits, and addenda, constitutes the entire agreement between the parties. Specifically, this complete agreement supersedes all previous negotiations related to licensing the hotel as a Brand System hotel. However, any representations that IHG (InterContinental Hotels Group) made in the franchise disclosure document provided to the franchisee are not disclaimed by this clause. Any changes to the License must be in writing and signed by both parties to be valid. The agreement also states that failure to require strict performance or to exercise any right or remedy does not constitute a waiver of rights.
This "entire agreement" clause is a standard provision in franchise agreements. It aims to provide clarity and certainty by ensuring that all relevant terms are contained within a single document. This clause protects both the franchisor and the franchisee by preventing disputes based on prior verbal agreements or understandings that are not explicitly included in the written contract.
However, the clause also includes an important exception: it does not disclaim any representations made by IHG in the franchise disclosure document (FDD). This means that Even Hotels cannot later argue that a statement in the FDD is not binding simply because it is not repeated in the franchise agreement itself. This provision is favorable to the franchisee, as it ensures that the information provided in the FDD remains relevant and enforceable.
Prospective Even Hotels franchisees should carefully review the entire franchise agreement, including all attachments and exhibits, to ensure they understand all the terms and conditions. They should also pay close attention to the representations made by IHG in the FDD, as these representations are considered part of the overall agreement. It is advisable to seek legal counsel to review the agreement and FDD before signing to fully understand their rights and obligations.