Under what circumstances are the restrictions on using Confidential Information waived for an Atwell Suites franchisee?
Atwell_Suites Franchise · 2025 FDDAnswer from 2025 FDD Document
Excluding Personal Data, the term Confidential Information will not include any information that Hotel can establish by convincing written evidence: (a) was independently and lawfully developed by Hotel without use of or reference to any Confidential Information belonging to or received from HotelKey, IHG, or an IHG Affiliate; (b) was lawfully acquired by Hotel from a third party having the legal, unconditional right to furnish same to Hotel; or (c) was at the time in question (whether at disclosure or thereafter) generally known by or available to the public (through no fault of Hotel).
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 circumstances under which the confidentiality obligations are waived for franchisees. These exceptions primarily revolve around information that the franchisee can prove falls outside the scope of confidential information or situations where disclosure is legally mandated.
Specifically, Atwell Suites franchisees are not bound by confidentiality restrictions if they can provide convincing written evidence that the information was independently developed without using IHG's confidential information, was lawfully acquired from a third party with the legal right to disclose it, or was already generally known to the public through no fault of the franchisee. This means that if a franchisee independently creates a system or process similar to IHG's, or if the information becomes public knowledge, the franchisee is not obligated to keep it confidential.
Additionally, the confidentiality obligations do not prevent an Atwell Suites franchisee from disclosing information if required by law. However, the franchisee must promptly notify IHG of any such legal requirement and reasonably cooperate with IHG, at IHG's expense, to resist the legal requirement or seek a protective order. This ensures that IHG has the opportunity to protect its confidential information to the extent possible, even when disclosure is legally compelled.