For how long is the receiving party obligated to protect the disclosing party's Confidential Information, excluding software, under the Atwell Suites franchise agreement?
Atwell_Suites Franchise · 2025 FDDAnswer from 2025 FDD Document
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 confidentiality obligations for information that does not constitute a trade secret expire three years after the termination or expiration of the franchise agreement. This means that after the franchise agreement ends, either through its natural expiration or earlier termination, the franchisee's duty to keep certain information confidential lasts for an additional three years.
However, for Confidential Information that constitutes a "trade secret" under applicable law, the confidentiality obligations continue until such information ceases to constitute a "trade secret" under such applicable law. This means that trade secrets are protected indefinitely, as long as they maintain their legal status as trade secrets.
This distinction is important for prospective Atwell Suites franchisees because it highlights that some information must be protected for a limited time after the agreement ends, while other, more sensitive information requires perpetual protection. The franchisee is responsible for any breaches of confidentiality by its agents, affiliates, and any third parties to whom they disclose confidential information. Upon IHG's request, the franchisee must either return or destroy all copies of Confidential Information and certify in writing that they and their affiliates/agents have complied with this requirement.