Does the Caption By Hyatt confidentiality agreement cover the fact that discussions are taking place?
Caption_By_Hyatt Franchise · 2025 FDDAnswer from 2025 FDD Document
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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 fact that discussions are taking place. The agreement defines "Confidential Information" to include any discussion between Hyatt and the Company. This extends not only to the content and terms of the discussions but also to the very fact that such discussions are occurring or that a business relationship is being considered.
This means that a prospective Caption By Hyatt franchisee is obligated to keep all aspects of their negotiations with Hyatt confidential. This obligation extends to their affiliates, related companies, partners, employees, directors, officers, legal counsel, accountants, prospective lenders, consultants, advisors, principals, and existing investors, who must also maintain confidentiality. The franchisee is liable for any breaches of the confidentiality agreement by these representatives unless the representative has a separate confidentiality agreement with Hyatt.
The confidentiality extends to management and operational information, financial details, proprietary know-how, data, documents, designs, customer lists, pricing information, and any information identified as a "Hyatt Trade Secret." The agreement ensures that all such information remains the exclusive property of the disclosing party, with no licenses or rights granted to the receiving party regarding the confidential information, trademarks, trade names, or trade secrets.
Caption By Hyatt requires that all confidential information and copies be destroyed upon the termination of discussions or at the disclosing party's request. However, the receiving party may retain a copy if required by law, regulation, legal process, or internal compliance policies, provided that the information remains confidential. This comprehensive approach to confidentiality is typical in franchise agreements to protect sensitive business information and maintain a competitive advantage.