What is the scope of the Receiving Party's responsibility to safeguard Confidential Information of Camp Margaritaville from unauthorized disclosure?
Camp_Margaritaville Franchise · 2025 FDDAnswer from 2025 FDD Document
the best use of the CRM tools; (iv) reports and data trends; (v) strategies and tactics to improve results; (vi) revenue opportunities; and (vii) packaging and optimization. Customer agrees to promptly communicate to Margaritaville and Connection Platform of all Errors by emailing a report of the problem to Margaritaville contact and Connection Platform tohttps://hapicloud.my.site.com/portal and complying with Margaritaville and/or any requests from Connection Platform in its performance of support services.
- 7. Pricing and Participating Properties. Only Margaritaville-licensed/franchised hotels and resorts will have access to the CRM Services. Pricing shall be as detailed in Schedule 1, attached hereto and incorporated herein by this reference. Customer understands that Margaritaville may increase pricing for all costs set forth herein on a systemwide basis by up to three percent (3%) on an annual basis. Margaritaville shall provide Customer an updated schedule of fees annually.
8. Confidential Information.
(i) Margaritaville and Customer shall each retain in confidence all information transmitted to it by or under authorization of the other party pursuant to or in connection with these CRM Terms of Use in which the disclosing party identifies as being proprietary or confidential or that, by the nature of the circumstances surrounding the disclosure, would in good faith be treated as proprietary and/or confidential ("Confidential Information"). Neither party will make use of the other's party's Confidential Information except pursuant to the terms of these CRM Terms of Use. By way of example, but not limitation the following information is considered Confidential Information: (a) these CRM Terms of Use and its terms, (b) the technology, ideas, formulae, knowhow, documentation, procedures, algorithms and trade secrets embodied in the CRM Services and/or Connection Platform, technical documentation, solution methodology, end user manuals, Documentation and Deliverables, (c) Customer Data, end user ID's and passwords; and/or (d) any other information, in any form identified in writing as confidential. If Customer obtains information relating to Margaritaville or CRM from third parties to whom it is directed by Margaritaville, then Customer shall treat such information as Margaritaville's Confidential Information
under these CRM Terms of Use. Customer agrees, without limitation, that Customer Data is part of the Customer's Confidential Information.
(ii) The receiving party shall not disclose Confidential Information or use it in any manner not expressly authorized by these CRM Terms of Use. Unless written authorization is received from the disclosing party, the receiving party shall not: (a) disclose the disclosing party's Confidential Information or allow it or cause it to be disclosed to any third parties; (b) destroy any disclosing party Confidential Information or cause it to be inaccessible to the disclosing party (other than in accordance with its standard document retention policy); or (c) use the disclosing party's Confidential Information or allow it to be used for purposes other than in furtherance of these CRM Terms of Use.
Either parties written or oral designations of confidentiality may include the designations "confidential," "proprietary," "secret," "not subject to disclosure," or words of similar import. Such designations may appear on or in the subject document, item, or information. However, absence of a designation shall not support a presumption information provided is not Confidential Information. Rather, both parties will assume information provided in such a manner is Confidential Information.
- (iii) The receiving party shall immediately inform the disclosing party in writing of any suspected, actual or threatened disclosure or unauthorized use of the disclosing party's Confidential Information. If a third party seeks disclosure of Confidential Information from the receiving party, through discovery in a judicial process or otherwise, the receiving party shall, except to the extent prohibited by applicable law, immediately notify the disclosing party and shall cooperate with the disclosing party's attempts, at its sole cost, to prevent such disclosure via a protective order or similar means. If a disclosure is ordered by a court or similar tribunal with jurisdiction, an all appeals have been waived or exhausted by the disclosing party, such disclosure is limited to only such Confidential Information necessary to comply with the order.
Source: Item 23 — RECEIPTS (FDD pages 72–406)
What This Means (2025 FDD)
According to Camp Margaritaville's 2025 Franchise Disclosure Document, both Margaritaville and the Customer (which would be the franchisee) must keep confidential any information shared under the CRM Terms of Use, especially if it's marked as proprietary or confidential. This includes things like the terms of the CRM agreement itself, the technology behind the CRM services, customer data, and any other information identified in writing as confidential. If the franchisee gets confidential information about Margaritaville from a third party that Margaritaville directed them to, they also have to treat that information as confidential. Customer Data is specifically considered part of the Customer's Confidential Information. This ensures that sensitive business and customer information remains protected.
The franchisee, as the receiving party, can't reveal Confidential Information or use it in ways that aren't allowed by the CRM Terms of Use. Unless they have written permission, they can't share Margaritaville's Confidential Information with anyone else, destroy it, make it inaccessible, or use it for anything other than what's outlined in the CRM Terms of Use. This places a significant responsibility on the franchisee to actively protect and properly handle all Confidential Information they receive.
Furthermore, the franchisee is responsible for the actions of their employees, contractors, and representatives regarding Guest Information and Reservation Data, as if those actions were their own. The franchisee must inform Margaritaville of any security breaches or potential vulnerabilities related to Guest Information and Reservation Data, and cooperate with Margaritaville in investigating and fixing any security breaches. If a data security breach occurs while the Guest Information and Reservation Data is in the franchisee's possession, the franchisee must investigate the breach, take steps to mitigate harm, prevent future occurrences, and comply with data breach notification laws at their own expense. This highlights the importance of franchisees implementing robust security measures and training their staff to protect sensitive data.