Is a Baymont Inn Suites franchisee allowed to copy Confidential Information?
Baymont_Inn_Suites Franchise · 2025 FDDAnswer from 2025 FDD Document
You must take all appropriate actions to preserve the confidentiality of our trade secrets, our other information not generally known to the lodging industry, or other information we otherwise impart to you or your representatives in confidence, including the Manual and other documents (the "Confidential Information"). Access to Confidential Information should be limited to persons who need the Confidential Information to perform their jobs and are subject to your general policy on maintaining confidentiality as a condition of employment or who have first signed a confidentiality agreement. You will not permit copying of Confidential Information (including, as to computer software, any translation, decompiling, decoding, modification or other alternation of the source code of this software). You will use Confidential Information only for the Facility and to perform under your Franchise Agreement. We will respond to any inquiry from you about continued protection of Confidential Information.
Source: Item 14 — PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION (FDD pages 78–79)
What This Means (2025 FDD)
According to Baymont Inn Suites's 2025 Franchise Disclosure Document, franchisees are explicitly prohibited from copying Confidential Information. The FDD states that franchisees "will not permit copying of Confidential Information (including, as to computer software, any translation, decompiling, decoding, modification or other alternation of the source code of this software)." This restriction extends to all forms of Confidential Information, including the franchise's manual, documents, and software.
This restriction is a standard practice in franchising, designed to protect the franchisor's proprietary knowledge and trade secrets. Baymont Inn Suites limits the use of confidential information solely for the operation of the franchised facility and to fulfill obligations under the Franchise Agreement. Franchisees must also ensure that access to Confidential Information is limited to employees who need it for their job duties and who have signed confidentiality agreements or are subject to a confidentiality policy as a condition of employment.
Baymont Inn Suites retains the right to respond to any inquiries from the franchisee regarding the continued protection of Confidential Information. This indicates that Baymont Inn Suites is willing to provide guidance and clarification to franchisees on how to properly handle and protect this information. Franchisees are responsible for taking appropriate actions to maintain the confidentiality of trade secrets and other non-public information, ensuring that the franchisor's proprietary assets are safeguarded.
In the event of a claim alleging that the franchisee's proper use of the System, including Confidential Information, infringes upon a third party's rights, Baymont Inn Suites will indemnify, defend, and hold the franchisee harmless, provided the Franchise Agreement remains in effect. Baymont Inn Suites has the option to resolve such issues by securing a license for the franchisee, requiring the franchisee to discontinue the use of the infringing property, or modifying its use to avoid infringement.