Does the Caption By Hyatt confidentiality agreement specify any remedies for violation of the agreement?
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:
be treated as confidential in accordance with the terms of this Agreement, and to provide the parties hereto with certain rights and remedies in connection with the violation of this Agreement.
Company agrees to indemnify, defend and hold harmless Hyatt for, from and against any and all Claims.
For purposes of this Agreement, "Claims" shall mean any and all claims, demands, actions, penalties, suits and liabilities, in connection with, arising from, or for any reason related to (i) negotiations relating to the Property or Business in violation of any existing management or similar agreement relating to the branding, operation or use of the Property (the "Existing Agreements") and/or (ii) the termination of the Existing Agreements, as a result of any such negotiations.]
Receiving party shall be liable for a breach of this Agreement by its Representatives; provided, however, the receiving party shall not be responsible for any breach of this Agreement by a Representative that has executed a separate confidentiality agreement with the disclosing party with respect to the Transaction.
In addition, and without limiting Hyatt's other rights and remedies, if Owner fails to make any payment when due and such failure continues for forty-five (45) days or more, Hyatt may suspend Owner's access to the Services until such amounts are paid in full.
If the receiving party does not obtain such protective order or other remedy, the receiving party agrees to furnish only that portion of the Confidential Information which, in the opinion of the receiving party's counsel, the receiving party is legally compelled to disclose and the receiving party agrees to use its reasonable efforts to obtain assurance that, to the extent possible, confidential treatment will be accorded the Confidential Information.
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 includes provisions for remedies in case of a violation. Specifically, the agreement allows Hyatt to seek indemnity from the franchisee (referred to as "Company" in this instance) for any claims, demands, actions, penalties, suits, and liabilities arising from negotiations related to the property or business that violate existing agreements or the termination thereof. This means that if the franchisee's actions lead to legal or financial repercussions for Hyatt, the franchisee is responsible for covering those costs.
Furthermore, the confidentiality agreement outlines that the franchisee is liable for breaches of the agreement by its representatives, such as employees, legal counsel or consultants, unless those representatives have a separate confidentiality agreement directly with Hyatt. This highlights the importance of ensuring that anyone with access to Hyatt's confidential information understands and adheres to the confidentiality terms. The franchisee is expected to take necessary steps to maintain the confidentiality of the information, reinforcing the responsibility placed on the franchisee to protect Hyatt's proprietary information.
In addition to indemnity, the agreement allows Hyatt to pursue other rights and remedies if the franchisee fails to make payments when due, potentially including suspension of access to services. While this is tied to payment failures, it underscores Hyatt's ability to take action to protect its interests. The agreement also specifies that the franchisee must cooperate with Hyatt to obtain a protective order if the franchisee is legally compelled to disclose confidential information, further demonstrating the measures in place to safeguard confidential information. These provisions collectively ensure that Hyatt has recourse in the event of a confidentiality breach, protecting its business interests and proprietary information.