For what purpose can a Baymont Inn Suites franchisee use Confidential Information?
Baymont_Inn_Suites Franchise · 2025 FDDAnswer from 2025 FDD Document
er our contractual arrangements with Sabre and Oracle. Limitations on the use of the SynXis and OPERA PMS are described in Exhibit C-2.
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.
All Copyrighted Materials and Confidential Information are owned exclusively by us. Your right to use Copyrighted Materials and Confidential Information is derived solely from the Franchise Agreement and is limited to the conduct of the business under and in compliance with the Franchise Agreement and all applicable specifications, standards, and operating procedures we prescribe during the term of the Franchise Agreement. Any unauthorized use of our Copyrighted Materials or any unauthorized use or disclosure of Confidential Information will constitute an infringement of our rights in and to the Copyrighted Materials and Confidential Information.
There is currently no litigation pending involving the Copyrighted Materials or 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, a franchisee's right to use Confidential Information is strictly limited. Baymont Inn Suites defines Confidential Information as trade secrets, information not generally known in the lodging industry, and other information imparted in confidence, including the Manual and other documents.
The FDD specifies that franchisees can only use Confidential Information for operating the Facility and fulfilling their obligations under the Franchise Agreement. Access to this information should be restricted to individuals who require it for their job duties and are bound by confidentiality agreements or policies. Franchisees are prohibited from copying Confidential Information, including any attempts to translate, decompile, decode, modify, or alter the source code of computer software.
This restriction ensures that Baymont Inn Suites maintains control over its proprietary information and prevents franchisees from using it for unauthorized purposes, such as competing with the franchisor or disclosing it to third parties. Franchisees are encouraged to seek clarification from Baymont Inn Suites regarding the continued protection of Confidential Information, highlighting the ongoing responsibility to safeguard this information.
Baymont Inn Suites also commits to indemnifying franchisees against losses and expenses from claims alleging infringement of third-party rights due to the franchisee's proper use of the System, including Confidential Information. However, this protection is contingent on the Franchise Agreement being in full force and effect and the franchisee cooperating with the defense and resolution of any such claim.