Who owns the Intellectual Property Rights to the PMS Solution and Documentation, as between Even Hotels and HotelKey?
Even_Hotels Franchise · 2025 FDDAnswer from 2025 FDD Document
As between the Hotel and HotelKey, HotelKey owns all Intellectual Property Rights in and to the PMS Solution and the Documentation, including all modifications, enhancements, and derivative works of the PMS Solution and the Documentation.
Similarly, as between the Hotel and HotelKey, HotelKey will own all right, title, and interest (including all Intellectual Property Rights) in and to all ideas, concepts, plans, creations, or work product developed in connection with the PMS Solution and the Documentation, including any writings, drawings, computer programs, source code, and object code (collectively, the "Work Product").
The Work Product are not works made for hire.
Hotel hereby unconditionally and irrevocably grants, transfers, and assigns to HotelKey in perpetuity any and all worldwide right, title, and interest (including all Intellectual Property Rights) in and to the Work Product.
Hotel may, in its sole discretion and option, provide HotelKey or IHG with input, comments or suggestions regarding the business and technology of HotelKey or IHG or the possible creation, modification, correction, improvement or enhancement of the PMS Solution ("Feedback").
Hotel hereby grants HotelKey and IHG a perpetual, irrevocable, fully-paid worldwide, sublicensable, transferable license and right to use, copy, incorporate, distribute, perform, display, modify and exploit any Feedback without any compensation, obligation to report on such use, or any other restriction.
Feedback will not be considered Confidential Information or a trade secret of Hotel.
Source: Item 23 — RECEIPTS (FDD pages 99–438)
What This Means (2025 FDD)
According to Even Hotels' 2025 Franchise Disclosure Document, HotelKey owns all Intellectual Property Rights related to the PMS (Property Management System) Solution and its Documentation. This includes any modifications, enhancements, and derivative works. Furthermore, HotelKey retains ownership of all rights, titles, and interests in any ideas, concepts, plans, creations, or work product developed in connection with the PMS Solution and its Documentation.
This means that while Even Hotels franchisees are granted a limited right to use the PMS Solution, they do not own any part of the underlying technology or documentation. Any input, comments, or suggestions (Feedback) provided by the franchisee to HotelKey or IHG (InterContinental Hotels Group) regarding the PMS Solution can be used by HotelKey and IHG without any obligation to compensate the franchisee. This Feedback is not considered confidential or a trade secret of the hotel.
For a prospective Even Hotels franchisee, this underscores that the PMS Solution is a tool provided for their use, but the intellectual property remains with HotelKey. Franchisees should be aware that they cannot claim ownership over any aspect of the PMS Solution, even if they provide valuable feedback that leads to improvements. This is a fairly standard arrangement in franchising, where franchisors often license software or systems to franchisees while retaining ownership of the intellectual property.