Does the Caption By Hyatt confidentiality agreement cover studies and findings?
Caption_By_Hyatt Franchise · 2025 FDDAnswer from 2025 FDD Document
- 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 does extend to cover studies and findings. The agreement defines "Confidential Information" as information provided by either party regarding the property and business. This includes a detailed list of 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 as a Caption By Hyatt franchisee, you are obligated to protect any studies and findings shared with you by Hyatt, treating them as confidential. Similarly, Hyatt is obligated to protect any confidential information, including studies and findings, that you share with them. This obligation extends to your employees, subcontractors, and agents who may be exposed to this information during their work. They must also be informed of the need to maintain strict confidentiality.
However, the confidentiality agreement does have some exclusions. Information that is already publicly available, or received from another source without confidentiality restrictions, is not considered confidential. Additionally, information incorporated into internal reports and analyses can be used, provided that the reports themselves are kept confidential according to the receiving party's policies. This ensures that while franchisees can use the information for internal purposes, they cannot disclose it publicly or to unauthorized parties.
Caption By Hyatt requires both parties to destroy all Confidential Information and all copies or summaries of Confidential Information at the earlier of (a) the termination of discussions between Company and Hyatt regarding the Project or (b) on the written request of the disclosing party. However, there are exceptions such as needing to retain one copy of Confidential Information as may be required by (i) law, regulation or legal process, (ii) internal compliance or document retention policies, or (iii) with respect to digital media, such return or destruction is not practically feasible. Any Confidential Information so retained shall kept confidential in accordance with such party's policies and procedures it uses to protect and safeguard its own client confidential information.