Do the confidentiality obligations specified in the Baymont Inn Suites agreement survive after the termination date?
Baymont_Inn_Suites Franchise · 2025 FDDAnswer from 2025 FDD Document
-
- Representations and Warranties. You and each Guarantor represent and warrant to us that: (a) you have reported the Gross Room Revenues of the Facility accurately and correctly calculated the fees due during the Term of the Franchise Agreement; (b) after the Termination Date, neither your nor any Guarantor will retain possession of any Confidential Materials we provided to you; (c) you, each Guarantor, and your respective agents have not disclosed or made unauthorized copies of any Confidential Materials in violation of the Franchise Agreement; (d) no consent of any third party is required to enter into or perform this Agreement; (e) neither your nor any Guarantor has filed a lawsuit or arbitration demand against us, our direct and indirect parent companies or affiliates; (f) neither you nor any Guarantor is the subject of any pending bankruptcy, receivership, composition, assignment, or similar proceeding; (g) you have obtained the necessary authorization to execute and perform this Agreement; and (h) the persons negotiating and executing this Agreement on your behalf have been duly authorized by your owners and your governance board to do so.
Source: Item 23 — RECEIPTS (FDD pages 97–443)
What This Means (2025 FDD)
According to the 2025 Baymont Inn Suites Franchise Disclosure Document, certain obligations, including those related to confidential materials, survive the termination of the franchise agreement. Specifically, after the termination date, neither the franchisee nor any guarantor is allowed to retain possession of any confidential materials provided by Baymont Inn Suites. Furthermore, the franchisee, each guarantor, and their respective agents must not disclose or make unauthorized copies of any confidential materials, ensuring that confidentiality is maintained even after the agreement ends.
This survival of confidentiality obligations is a standard practice in franchising to protect the franchisor's proprietary information and trade secrets. Baymont Inn Suites retains the right to enforce these confidentiality provisions, which means a former franchisee could face legal repercussions for violating these terms. This includes potential lawsuits or other legal actions if confidential information is disclosed or misused after the franchise agreement is terminated.
In addition to the explicit confidentiality obligations, Baymont Inn Suites also retains the right to audit the franchisee's books and records for two years after the termination date. This allows Baymont Inn Suites to verify that all fees and revenues were accurately reported during the term of the franchise agreement. The franchisee's obligations related to record keeping also survive until the expiration of this two-year audit period, reinforcing the importance of maintaining accurate and complete records even after the franchise relationship has ended.