Under the Atwell Suites agreement, what are the exceptions to the confidentiality clause regarding disclosure of information to third parties?
Atwell_Suites Franchise · 2025 FDDAnswer from 2025 FDD Document
Hotel shall not disclose any such Confidential Information to any third party without the prior written consent of IHG and HotelKey and shall only access and use the Confidential Information as required to and for the limited purpose of performing its obligations under this Agreement; provided that Hotel 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 Agreement and who are contractually bound by confidentiality obligations that are at least as protective as those in this Agreement.
These confidentiality obligations will not restrict any disclosure required by Law, provided that Hotel gives prompt notice to IHG of any such legal requirement and reasonably cooperates with IHG at IHG's request and expense to resist such legal requirement or to obtain a protective order.
Source: Item 23 — Receipts (FDD pages 99–486)
What This Means (2025 FDD)
According to the 2025 Atwell Suites FDD, there are specific instances where the franchisee (referred to as 'Hotel' in the document) is permitted to disclose confidential information to third parties without violating the confidentiality clause.
First, Atwell Suites franchisees may disclose confidential information to their employees, contractors, and professional advisors if these parties need the information to fulfill their obligations related to the franchise agreement. However, these individuals must be contractually bound by confidentiality obligations that are at least as protective as those outlined in the Atwell Suites agreement.
Second, the Atwell Suites franchisee can disclose confidential information if required by law. However, the franchisee must promptly notify IHG (the franchisor) of this legal requirement and reasonably cooperate with IHG, at IHG's expense, to either resist the legal requirement or seek a protective order. This ensures that IHG has an opportunity to protect its confidential information even when disclosure is legally mandated.