Who determines the procedures to prevent unauthorized use or disclosure of proprietary information for a Best Western franchise?

According to the 2025 Best Western FDD, the procedures to prevent unauthorized use or disclosure of proprietary information are determined, at least in part, by the Board of Directors. Specifically, the FDD outlines the duties of a Director regarding confidential information. A Director must protect the confidentiality of information learned in any Board executive session, including documents reviewed and the substance of any discussions. They are also prohibited from releasing, publishing, or divulging information learned or received during a Board executive session to any unauthorized third party, or using it for personal gain.

Furthermore, a Director cannot disclose confidential information to a Member unless the disclosure is made in accordance with the Bylaws and the Board has been notified of the proposed disclosure and has determined that the disclosure would not pose an unreasonable risk of harm to the Corporation's best interests. Directors are also restricted from accessing, disclosing, or sharing the Corporation's information about individual Members with a third party, except when performing official duties as a Director. Special care must be taken by a Director to protect a Member's financial records containing personal information from being examined or read by an unauthorized third party.

Additionally, a Director cannot use information learned about a Member within the scope of their duties as a Director as a topic of conversation with other Members. They must also not reveal confidential bidding information from contractors or provide unauthorized information to bidders about the review of the bids. A Director also has a duty to protect the confidentiality of information learned in the applicant screening and decision-making process. Any document marked confidential is presumed confidential, and if a Director questions whether information or a document is confidential, they should inquire with the author or provider of the information before releasing it to any third party.

These guidelines suggest that Best Western places a strong emphasis on protecting confidential and proprietary information, particularly through the actions and responsibilities of its Board of Directors. Prospective franchisees should be aware of these confidentiality protocols and understand the role of the Board in safeguarding sensitive information related to the franchise system and its members.