Does the Caption By Hyatt confidentiality agreement cover the content and terms of discussions?
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:
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- 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 Caption By Hyatt's 2025 Franchise Disclosure Document, the confidentiality agreement explicitly covers the content and terms of discussions between Hyatt and the company (prospective franchisee). The agreement defines "Confidential Information" to include any discussion between Hyatt and the company regarding various aspects of the business relationship. This encompasses discussions about the property, the business itself, the potential business relationship, and the agreement in general. This extends to the fact that such discussions are taking place, what business relationship is being discussed, and the specific content and terms of those discussions.
This means that a prospective Caption By Hyatt franchisee must treat all information exchanged during discussions with Hyatt as confidential. This obligation extends not only to the franchisee but also to their affiliates, related companies, partners, employees, directors, officers, legal counsel, accountants, prospective lenders, consultants, advisors, principals, and existing investors who have access to the confidential information. The franchisee is responsible for ensuring that these representatives also maintain the confidentiality of the information.
The confidentiality obligations remain in effect until the execution of definitive agreements between the parties or two years from the date of the agreement, whichever comes first. However, the confidentiality obligations regarding a Hyatt Trade Secret extend for a longer period, specifically until the later of five years from the agreement date or until Hyatt no longer deems the information a trade secret. This extended protection for trade secrets highlights the importance Caption By Hyatt places on safeguarding its proprietary information.
Both parties are required to destroy all Confidential Information and any copies or summaries thereof upon the termination of discussions or at the disclosing party's request. However, the receiving party may retain one copy of Confidential Information if required by law, regulation, legal process, internal compliance, or document retention policies, or if the return or destruction of digital media is not practically feasible. Any retained Confidential Information must be kept confidential according to the receiving party's policies and procedures for protecting its own confidential information.