Does the Caption By Hyatt confidentiality agreement cover proprietary know-how?
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)
Yes, according to the 2025 Caption By Hyatt Franchise Disclosure Document, the confidentiality agreement explicitly covers proprietary know-how. The agreement ensures that any confidential information, including proprietary know-how, disclosed between parties remains protected. This means that franchisees are obligated to maintain the secrecy of such information and can only disclose it to employees with a need to know, provided those employees also maintain strict confidentiality.
The confidentiality agreement specifies that 'Confidential Information' includes, but is not limited to, management and operational information, forecasts, projections, financing information, and proprietary know-how. This broad definition ensures that a wide array of sensitive business information is protected under the agreement. Franchisees are prohibited from copying, selling, or disclosing this information to third parties, including competitors, without prior written consent from Caption By Hyatt.
This protection extends to various forms of data and documents, such as designs, photographs, plans, graphs, drawings, specifications, pro forma models, reports, contracts, customer lists, pricing information, studies, and other ideas. The agreement also covers any information that should be treated as confidential under the circumstances, including proprietary information of Hyatt and any discussions between Hyatt and the company regarding the property, the business, or the potential business relationship.
Furthermore, the obligations regarding Hyatt Trade Secrets extend beyond the termination of the agreement, lasting until the later of five years from the agreement date or until Hyatt notifies that the trade secret is no longer deemed a trade secret. This extended protection underscores the importance Caption By Hyatt places on maintaining the confidentiality of its proprietary information and know-how.