Does the Caption By Hyatt confidentiality agreement cover customer lists?
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 cover customer lists. The agreement specifies that "Confidential Information" includes information provided by either party regarding the Property and Business, including, but not limited to, customer lists. This means that any customer lists shared or created during the franchise relationship are considered confidential and must be protected.
This inclusion of customer lists in the definition of Confidential Information has significant implications for a prospective Caption By Hyatt franchisee. It means the franchisee is legally obligated to protect and not disclose customer lists to third parties. This obligation extends to the franchisee's employees, who must also be informed of the confidentiality requirements. The franchisee is responsible for any breaches of the confidentiality agreement by its representatives, unless those representatives have signed a separate confidentiality agreement with Hyatt.
The franchisee can only use the Confidential Information, including customer lists, for evaluation purposes related to the Property and the Business in relationship to the Transaction. The franchisee cannot use this information for any other purpose. Upon termination of discussions or at the written request of the disclosing party (Hyatt), the franchisee must immediately destroy all Confidential Information, including any copies or summaries, with some exceptions for legally required retention or situations where destruction is not practically feasible.
Typical franchise agreements include clauses to protect the franchisor's confidential information, trade secrets, and customer data. This is to protect the brand's competitive advantage and customer relationships. The Caption By Hyatt agreement is consistent with this practice, emphasizing the importance of maintaining the confidentiality of customer lists and other sensitive business information.