What acknowledgement does the Atwell Suites franchisee make regarding a breach of restrictions on the use or disclosure of Confidential Information?
Atwell_Suites Franchise · 2025 FDDAnswer from 2025 FDD Document
[Item 23: Receipts]
For Confidential Information that does not constitute a "trade secret" under applicable Law, these confidentiality obligations will expire three (3) years after the termination or expiration of this Agreement.
For Confidential Information that constitutes a "trade secret" under applicable Law, these confidentiality obligations will continue until such information ceases to constitute a "trade secret" under such applicable Law.
Hotel will be responsible for any breach of this Section by Hotel Agents and Hotel's Affiliates and any third party to whom it or they disclose Confidential Information in accordance with this Section ("Recipients").
Upon the request of IHG, Hotel shall deliver to IHG or destroy all copies of Confidential Information.
Hotel agrees to certify in writing to IHG that it and each of its Affiliates, Hotel Agents, and Recipients have performed the foregoing.
Source: Item 23 — Receipts (FDD pages 99–486)
What This Means (2025 FDD)
According to the 2025 Atwell Suites FDD, the franchisee, referred to as 'Hotel' in this context, acknowledges responsibility for any breaches of confidentiality obligations. This responsibility extends not only to the franchisee itself but also to its agents, affiliates, and any third parties to whom they disclose confidential information, termed as 'Recipients.' This means that Atwell Suites franchisees are liable for ensuring that anyone who gains access to confidential information through them adheres to the confidentiality terms outlined in the agreement.
The FDD specifies that these confidentiality obligations differ based on whether the information constitutes a 'trade secret' under applicable law. For information that is not a trade secret, the obligations expire three years after the termination or expiration of the agreement. However, for information classified as a trade secret, the confidentiality obligations continue as long as the information maintains its status as a trade secret. This distinction highlights the importance of franchisees understanding what constitutes a trade secret and the indefinite nature of those confidentiality obligations.
Furthermore, the Atwell Suites franchisee agrees to take specific actions to maintain confidentiality. Upon IHG's request, the franchisee must deliver or destroy all copies of confidential information. Additionally, the franchisee must certify in writing to IHG that it, its affiliates, agents, and recipients have complied with these requirements. This certification underscores the franchisee's accountability and the franchisor's emphasis on protecting sensitive information. The franchisee's responsibility extends to ensuring that all parties who have access to the confidential information are aware of and comply with these obligations.