Does the Caption By Hyatt confidentiality agreement cover forecasts and projections?
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 the 2025 Caption By Hyatt Franchise Disclosure Document, the confidentiality agreement explicitly covers forecasts and projections. The agreement defines "Confidential Information" as information provided by either party regarding the property and business. This includes, but is not limited to, management and operational information, forecasts, and projections. This means that any forecasts or projections shared between Caption By Hyatt and the franchisee are considered confidential and protected under the terms of the agreement.
This confidentiality extends to various other types of information as well, such as financing information, proprietary know-how, data, documents, designs, photographs, plans, graphs, drawings, specifications, pro forma models, reports, contracts, customer lists, pricing information, studies, and findings. It also encompasses entity information, real property documents, information treated as confidential under the circumstances, Hyatt Trade Secrets, and any discussions related to these items or the business relationship itself.
However, the agreement also specifies exclusions to what is considered Confidential Information. Information that is publicly available, received from a non-confidential source, already in the receiving party's possession, or incorporated into internal reports (provided those reports are kept confidential) is not covered. This ensures that only genuinely proprietary and confidential information is protected, while allowing for the use of publicly available or independently obtained data.
Both parties are obligated to hold all Confidential Information in strict confidence and take necessary steps to maintain its confidentiality. The receiving party can only use the information for evaluation purposes related to the property and business transaction and can only disclose it to authorized representatives who need to know the information and are informed of its confidential nature. This helps to ensure that sensitive information is not misused or disclosed to unauthorized parties, protecting the interests of both Caption By Hyatt and the franchisee.