Under the Even Hotels franchise agreement, who are considered third-party beneficiaries besides the parties involved?
Even_Hotels Franchise · 2025 FDDAnswer from 2025 FDD Document
- 11.12 Third Party Beneficiary. Except for the rights of the HotelKey Indemnitees and IHG Indemnitees to receive indemnification as set forth in Section 9.0 (Indemnification), the Parties do not intend to create rights for any person as a third party beneficiary of this Agreement.
- 11.13 Local Addendum. This Agreement may include a "Local Addendum" (Attachment 3 Local Addendum) to conform to local Law. The Local Addendum will, among other things, include (i) any mandatory or industry-standard Laws or tax considerations for the Hotel's jurisdiction, (ii) any other terms specific for such jurisdiction, and (iii) any other terms and conditions that HotelKey and IHG require based on such jurisdiction. Any Local Addendum shall supersede any conflicting terms in the rest of this Agreement and shall, together with this Agreement, govern the terms and conditions solely with respect to the provision of PMS Solution in the applicable jurisdiction.
Source: Item 23 — RECEIPTS (FDD pages 99–438)
What This Means (2025 FDD)
According to the 2025 Even Hotels Franchise Disclosure Document, the franchise agreement generally does not intend to create rights for third parties, except for specific indemnified parties. Specifically, the HotelKey Indemnitees and IHG Indemnitees have rights to receive indemnification as outlined in Section 9.0 of the agreement. This means that only those parties explicitly named as benefiting from indemnification clauses have rights as third-party beneficiaries.
This provision clarifies that, apart from the mentioned exceptions, no other entity or individual is intended to benefit from the agreement. This is a standard legal practice to limit liability and ensure that only the parties directly involved in the contract can enforce its terms. For an Even Hotels franchisee, this means that any claims or disputes involving other parties must be handled carefully, ensuring they do not violate this clause.
Furthermore, the agreement specifies that any Local Addendum may supersede conflicting terms in the main agreement. This addendum could potentially introduce additional third-party beneficiaries depending on local laws or specific jurisdictional requirements. Therefore, franchisees should pay close attention to any Local Addendum included with their franchise agreement to understand if it creates additional rights for third parties in their specific location.
In summary, while the Even Hotels franchise agreement generally avoids creating rights for third parties, there are exceptions for indemnified parties and potential modifications through Local Addenda. Franchisees should carefully review these sections to fully understand their obligations and the rights of other parties related to the agreement.