Does the Caption By Hyatt confidentiality agreement apply to information relating to the Property?
Caption_By_Hyatt Franchise · 2025 FDDAnswer from 2025 FDD Document
NOW, THEREFORE, in consideration of the mutual promises, covenants, and agreements contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:
-
- Confidential Information. "Confidential Information" shall mean the information provided by either party to the other with respect to the Property and Business including, but not limited to, the following: (a) management and operational information, forecasts, and projections; (b) financing information; (c) proprietary know-how, data, documents, designs, photographs, plans, graphs, drawings, specifications, pro forma models, reports, contracts, customer lists, pricing information, studies, findings, and other ideas; (d) entity information relating to the disclosing party including, without limitation, any joint venture agreement, limited liability company agreement or similar arrangements; (e) documents relating to real property interests including, but not limited to, environmental reports and audits; (f) information that should be treated as confidential under the circumstances surrounding its disclosure, including without limitation, proprietary information of Hyatt; (g) any information of Hyatt clearly identified as a "Hyatt Trade Secret"; and (h) any discussion between Hyatt and the Company with respect to any of the foregoing, the Property, the Business, the possible business relationship, and this Agreement in general, including without limitation, the fact that any such discussions are taking place or any business relationship is being discussed, and the content and terms thereof.
Source: Item 23 — Receipts (FDD pages 85–349)
What This Means (2025 FDD)
According to the 2025 Caption By Hyatt Franchise Disclosure Document, the confidentiality agreement does apply to information regarding the Property. The agreement explicitly states that "Confidential Information" includes information provided by either party concerning the Property and Business. This covers a wide array of data, such as management and operational details, forecasts, financial information, proprietary know-how, designs, customer lists, pricing, and any discussions related to the Property or potential business relationship.
This means that as a prospective Caption By Hyatt franchisee, any information you receive about potential locations, financial projections, or operational strategies for a specific property is considered confidential. You are obligated to protect this information and can only use it for evaluation purposes related to a potential transaction. You can share the information with your representatives (affiliates, legal counsel, etc.) as long as they also maintain confidentiality.
The agreement also outlines exclusions to what is considered Confidential Information, such as data that is already publicly available or received from another source without confidentiality restrictions. Furthermore, the confidentiality obligations remain in effect for a defined period, usually until definitive agreements are executed or for two years from the agreement date. However, obligations regarding Hyatt Trade Secrets may extend longer. This underscores the importance of understanding and adhering to the confidentiality terms to avoid potential legal repercussions.