In the Even Hotels license agreement, how should the terms 'include' or 'includes' be interpreted?
Even_Hotels Franchise · 2025 FDDAnswer from 2025 FDD Document
A. The Hotel.
The Hotel comprises all structures, facilities, appurtenances, furniture, fixtures, equipment, entry and exit rights, parking, pools, landscaping and other areas from time to time located on the land identified by Licensee to IHG in anticipation of this License, or located on any land from time to time approved by IHG for additions, signs or other facilities. The Hotel must include the facilities listed on Attachment "A" hereto. No change in the number of approved guest rooms or suites and no other significant change in the Hotel or in the manner in which the Hotel rooms and services are offered to the public (including timesharing and condominium hotel projects and other projects not involving short term stays by transient guests) may be made without IHG's written approval. Licensee represents that it is entitled to possession of the Hotel during the entire License Term without restrictions that would interfere with anything contemplated in this License. Throughout this License, the words "room" and "guest room" are intended to include the word "suites" unless otherwise indicated.
B. The Brand System.
The Brand System includes all elements which are designed to identify "EVEN® Hotels" to the public or are designed to be associated with those hotels or to contribute to such identification or association and all elements which identify or reflect the quality standards and business practices of such hotels, all as
specified in this License or as designated from time to time by IHG. The Brand System at present includes, but is not limited to:
Source: Item 23 — RECEIPTS (FDD pages 99–438)
What This Means (2025 FDD)
According to Even Hotels' 2025 Franchise Disclosure Document, the term 'includes' is used to define the scope of the 'Hotel' and the 'Brand System.' For the 'Hotel,' the term 'include' means that the hotel must have the facilities listed on Attachment 'A' of the license agreement.
For the 'Brand System,' the term 'includes' means that the Brand System encompasses all elements designed to identify 'EVEN® Hotels' to the public, those associated with the hotels, and those reflecting the quality standards and business practices. The FDD specifies that the Brand System 'at present includes, but is not limited to' certain elements, implying that the Brand System can evolve and incorporate new elements as designated by IHG.
This definition is important for prospective Even Hotels franchisees because it clarifies the mandatory components of the hotel property and the brand elements they must implement. The 'includes, but is not limited to' phrasing regarding the Brand System suggests that Even Hotels has the flexibility to modify or expand the brand standards, which could require franchisees to adapt their operations and invest in new elements to remain compliant. Franchisees should carefully review Attachment A and seek clarification from Even Hotels regarding the current and potential future elements of the Brand System to fully understand their obligations and potential costs.