What is considered 'Confidential Information' under the Caption By Hyatt confidentiality 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:
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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.
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- Exclusions. The term Confidential Information does not include information which (A) was or becomes generally available to the public other than as a result, directly or indirectly, of any disclosure by the receiving party hereunder, or (B) was or becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party or its employees, agent or representatives, provided that such source is not, to the receiving party's knowledge, bound by a confidentiality agreement or otherwise prohibited from transmitting the information to the receiving party by contractual, legal or fiduciary obligations, (C) was within the possession of the receiving party prior to its being furnished to the receiving party by the disclosing party, or (D) information which is incorporated into analyses, studies or internal reports, provided, however, such information, studies, analyses or reports shall be kept confidential in accordance with the receiving party's policies and procedures it uses to protect and safeguard its own client confidential information.
Source: Item 23 — Receipts (FDD pages 85–349)
What This Means (2025 FDD)
According to the 2025 Caption By Hyatt Franchise Disclosure Document, Confidential Information encompasses a wide array of data shared between parties concerning the property and business. This includes management and operational information, forecasts, and projections, as well as financing information. The definition extends to 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. Also included is entity information relating to the disclosing party, such as joint venture agreements or limited liability company agreements, and documents related to real property interests, including environmental reports and audits.
Furthermore, any information that should be treated as confidential under the circumstances of its disclosure, including proprietary information of Hyatt, is considered Confidential Information. This also explicitly includes any information of Hyatt clearly identified as a "Hyatt Trade Secret." Discussions between Hyatt and the Company regarding any of the aforementioned items, the property, the business, the possible business relationship, and the agreement itself are also classified as Confidential Information. This covers the fact that such discussions are taking place, the business relationship being discussed, and the content and terms of these discussions.
However, the agreement also specifies exclusions from the definition of Confidential Information. Information that is or becomes publicly available through no fault of the receiving party, or information that was already in the receiving party's possession prior to disclosure, is not considered confidential. Similarly, information received from a third party not bound by confidentiality agreements, or information independently developed by the receiving party, is excluded, provided these exclusions are properly documented and compliant with the receiving party's confidentiality policies.