What is the required status of an Even Hotels franchisee regarding their existence and standing?
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)
Based on the 2025 Even Hotels Franchise Disclosure Document, the franchise agreement is exclusively for the benefit of the parties involved, IHG and the Licensee, and does not extend liability to any third party. The entire agreement between IHG and the franchisee is encompassed within the license agreement and its associated schedules, attachments, exhibits, and addenda, superseding any prior negotiations.
The FDD also includes amendments to the Holiday Hospitality Franchising, LLC Even Hotels License Agreement that address specific state laws. These amendments outline how the U.S. Bankruptcy Code affects certain provisions of the license agreement, particularly concerning enforceability. For franchisees in states like California, Maryland, North Dakota, Rhode Island, and Virginia, the amendments clarify that state laws and regulations take precedence over conflicting terms in the standard franchise agreement.
These state-specific amendments cover various aspects, including termination and renewal rights, liquidated damages clauses, governing law, jurisdiction, and liability releases. For example, franchisees in California have rights concerning termination or non-renewal, and the application of Georgia law may not be enforceable. Similarly, in Rhode Island, restrictions on jurisdiction or venue outside the state are void. These amendments ensure that the franchise agreement complies with local laws and protects the rights of franchisees within those states.