Under the Atwell Suites franchise agreement, what are the exceptions to the restrictions on using or disclosing confidential information?
Atwell_Suites Franchise · 2025 FDDAnswer from 2025 FDD Document
The restrictions in this Section 5 will not apply to any information that: (a) is independently developed by the receiving party without use of the disclosing party's Confidential Information; (b) is lawfully received by the receiving party free of any obligation to keep it confidential; or (c) becomes generally available to the public other than by breach of 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 FDD, the Atwell Suites franchise agreement outlines specific exceptions to the restrictions on using or disclosing confidential information. These exceptions allow franchisees some flexibility under certain circumstances.
The restrictions do not apply to information that was independently developed by the franchisee without using the franchisor's confidential information. This means if a franchisee creates something similar on their own, without relying on Atwell Suites' proprietary data, it is not subject to confidentiality restrictions. Also, information lawfully obtained from a third party without any obligation to keep it confidential is exempt. This implies that if the franchisee receives the same information from another source who has the legal right to disclose it, the franchisee is not bound by confidentiality.
Finally, information that becomes generally available to the public, through no fault of the franchisee, is not considered confidential. This protects the franchisee if the information enters the public domain through other means. Additionally, disclosure required by law is permitted, provided that Atwell Suites is promptly notified and the franchisee reasonably cooperates with Atwell Suites to resist the legal requirement or obtain a protective order. These exceptions are designed to balance the need to protect Atwell Suites' confidential information with the franchisee's need to operate their business effectively and comply with legal requirements.