In the context of the Atwell Suites franchise, does the definition of 'Confidential Information' include proprietary information of a third party that is in IHG's or its Affiliate's possession?
Atwell_Suites Franchise · 2025 FDDAnswer from 2025 FDD Document
From time to time, IHG or one of its Affiliates may disclose or make available to Licensee, whether orally, electronically or in physical form, confidential or proprietary information of or in the possession of IHG or its Affiliate (including confidential or proprietary information of a third party that is in IHG's or its Affiliate's possession) in connection with the Curated Solutions or this Master Technology Schedule. The term "Confidential Information" shall include all information and data which at the time of disclosure either:
- 6.1.1 is marked as "Confidential" or "Proprietary";
- 6.1.2 is otherwise reasonably identifiable as the confidential or proprietary information of IHG or its Affiliate; or
- 6.1.3 should reasonably be understood to be confidential or proprietary information of IHG or its Affiliate given the nature of the information and the circumstances surrounding its disclosure.
Licensee shall not disclose any such Confidential Information to any third party without the prior written consent of IHG and shall only access and use the Confidential Information as required for the limited purpose of performing its obligations under this Master Technology Schedule; provided that Licensee may disclose Confidential Information to its employees, contractors and professional advisors who need to know such information in order to perform their obligations related to this Master Technology Schedule and who are contractually bound by confidentiality obligations that are at least as protective as those in this Master Technology Schedule. Licensee shall use commercially reasonable care and discretion to avoid unauthorized use, disclosure, publication, or dissemination of Confidential Information (which shall be no less than the standard of care used by Licensee to protect its Confidential Information of a similar nature). 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 the License. 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. Licensee will be responsible for any breach of this Section by its Agents, Affiliates and any third party to whom it or they disclose Confidential Information in accordance with this Section ("Recipients"). Upon the request of IHG, Licensee shall deliver to IHG or destroy all copies of Confidential Information. Licensee
Source: Item 23 — Receipts (FDD pages 99–486)
What This Means (2025 FDD)
According to the 2025 Atwell Suites Franchise Disclosure Document, the definition of 'Confidential Information' does include proprietary information of a third party that is in IHG's or its Affiliate's possession. IHG, or one of its affiliates, may disclose confidential or proprietary information of a third party that is in their possession to the licensee. This information can be disclosed orally, electronically, or in physical form.
The term 'Confidential Information' includes all data and information that is marked as 'Confidential' or 'Proprietary,' is reasonably identifiable as confidential or proprietary information of IHG or its affiliate, or should reasonably be understood as confidential or proprietary given the nature of the information and circumstances of its disclosure.
The franchisee is prohibited from disclosing any Confidential Information to a third party without IHG's prior written consent. Access to and use of Confidential Information is limited to performing obligations under the Master Technology Schedule. The franchisee can disclose confidential information to employees, contractors, and professional advisors who need the information to perform their obligations, provided they are contractually bound by confidentiality obligations at least as protective as those in the Master Technology Schedule. The franchisee must use commercially reasonable care to avoid unauthorized use or disclosure of Confidential Information, no less than the standard used to protect their own confidential information. These confidentiality obligations expire three years after the termination or expiration of the license for information that does not constitute a trade secret. For trade secrets, the obligations continue until the information is no longer a trade secret. The franchisee is responsible for any breach of this section by its agents, affiliates, and any third party to whom they disclose Confidential Information. Upon IHG's request, the franchisee must return or destroy all copies of Confidential Information.