In the Atwell Suites agreement, what assurances must a party obtain when making a permitted disclosure of confidential information?

According to the 2025 Atwell Suites FDD, when disclosing confidential information to certain parties, the hotel must ensure those parties are bound by confidentiality obligations at least as protective as those outlined in the franchise agreement. Specifically, Atwell Suites requires that the hotel may disclose confidential information to its employees, contractors, and professional advisors who need to know such information to perform their obligations related to the agreement.

This means that before sharing any confidential information with employees, contractors, or advisors, the hotel franchisee must have a contractual agreement in place that legally binds these individuals to protect the confidentiality of the information. The confidentiality terms in these agreements must be as strict as the terms outlined in the Atwell Suites franchise agreement. This ensures that the confidential information is protected even when disclosed to third parties working on behalf of the franchisee.

This requirement is a standard practice in franchising to protect the franchisor's proprietary information and trade secrets. By requiring franchisees to have confidentiality agreements with their employees, contractors, and advisors, Atwell Suites aims to minimize the risk of unauthorized disclosure or use of its confidential information, which could harm the brand and its competitive advantage. The franchisee bears the responsibility of enforcing these confidentiality agreements and is liable for any breaches by their employees, contractors, or advisors.