Does the Caption By Hyatt confidentiality agreement cover contracts?
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 does extend to contracts. The agreement broadly defines "Confidential Information" to include various types of data and documents related to the property and business. Specifically, this definition encompasses items such as management and operational information, financing information, 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. This means that any contracts shared between the parties are considered confidential under the terms of the agreement.
This inclusion of contracts within the scope of Confidential Information means that both Caption By Hyatt and the franchisee are obligated to protect the confidentiality of these documents. The agreement outlines specific responsibilities for the receiving party, including holding all Confidential Information in strict confidence, disclosing it only to employees with a need to know who are also advised to maintain confidentiality, and refraining from copying, reproducing, selling, assigning, licensing, or otherwise disposing of the information to third parties. These measures are designed to ensure that sensitive contractual information remains protected.
Furthermore, the confidentiality obligations extend to discussions between Caption By Hyatt and the company regarding the property, the business, the possible business relationship, and the agreement itself, including the fact that such discussions are taking place or any business relationship is being discussed, and the content and terms thereof. This comprehensive approach to confidentiality aims to safeguard all aspects of the business relationship and any associated information exchanged between the parties. A prospective franchisee should understand these obligations and ensure they have the necessary protocols in place to comply with these confidentiality requirements.