Does Best Western require non-disclosure and non-competition clauses in agreements with employees, agents, and independent contractors who have access to proprietary information?
Best_Western Franchise · 2025 FDDAnswer from 2025 FDD Document
is responsible for the security of cardholder data that it possesses or
otherwise stores, processes, or transmits on behalf of the Member and that it will not adversely affect the security of the cardholder data environment of the Member.
-
- Best Western has provided or will provide access to computer software that is to be used by the Property to access Best Western supporting applications ("Software"). Software programs are copyrighted by Best Western or licensed to Best Western by third parties. Member agrees to use the Software only for reservation communications with Best Western's reservations systems and with other Members, and for other business purposes relating to the operation of the Property as a Best Western® branded hotel. Member shall not copy, allow to be copied, or disclose any of the Software programs. Member will abide with all licensing and use terms and conditions of any Software provided. Such terms are available upon request.
-
- Software may be upgraded by Best Western or its designee from time to time, and Member may be charged an upgrade fee.
-
- In the event of failure or interruption of reservation services, it is a Member's responsibility to participate in the troubleshooting process. Best Western shall, in its sole and absolute discretion, make all final problem determinations and may dispatch technical resources as needed to achieve problem resolution.
-
- All Software shall be deleted or returned upon demand of Best Western or upon resignation by Member, cancellation or termination of this Agreement, whichever is sooner. Failure to do so will result in a charge for the cost of the Software to the Property's Best Western account.
-
Source: Item 15 — Obligation to Participate in the Actual Operation of the Franchise Business (FDD page 87)
What This Means (2025 FDD)
Based on the 2025 Best Western Franchise Disclosure Document, there is no explicit mention of Best Western requiring non-disclosure and non-competition clauses in agreements with employees, agents, and independent contractors of the member hotels. However, the document does state that Best Western members may have access to software that is copyrighted by Best Western or licensed to Best Western by third parties. Members agree to use the Software only for reservation communications with Best Western's reservations systems and with other Members, and for other business purposes relating to the operation of the Property as a Best Western® branded hotel. Members shall not copy, allow to be copied, or disclose any of the Software programs.
Additionally, the FDD outlines the responsibilities of a Director, stating that a Director has a duty to protect the confidentiality of information learned in any Board executive session, including documents reviewed and the substance of any discussions. A Director shall not release, publish or divulge to any unauthorized third-party, or otherwise use for personal gain, the information learned or received during a Board executive session. A Director shall not disclose confidential information to a Member unless: (i) the disclosure is made in accordance with the Bylaws; and (ii) 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. Other than when performing official duties as a Director, a Director shall not access, disclose or share with a third-party the Corporation's information about individual Members.
While the FDD does not explicitly state that non-disclosure and non-competition agreements are required for employees, agents, and independent contractors, it does emphasize the importance of protecting confidential information and trade secrets. Prospective franchisees should inquire with Best Western about any specific requirements or recommendations regarding non-disclosure and non-competition agreements for their employees, agents, and independent contractors to ensure compliance with Best Western's standards and protect the brand's proprietary information.