What is the receiving party's liability for a breach of the Caption By Hyatt agreement by its Representatives?

According to the 2025 Caption By Hyatt Franchise Disclosure Document, the receiving party is liable for a breach of the agreement by its Representatives. Representatives include affiliates, related companies, partners, employees, directors, officers, legal counsel, accountants, prospective lenders, consultants, advisors, principals, and existing investors who need to know the confidential information. This means that if any of these individuals or entities violate the confidentiality terms, the receiving party, which would typically be the franchisee, is held responsible.

However, there is an exception to this liability. The receiving party is not responsible for a breach of the agreement by a Representative if that Representative has executed a separate confidentiality agreement with the disclosing party (Hyatt) regarding the transaction. This provides a layer of protection for the franchisee if Hyatt directly secures a confidentiality agreement with the Representative.

This clause highlights the importance of ensuring that anyone with access to Caption By Hyatt's confidential information understands and adheres to the confidentiality terms. It also underscores the value of having Representatives directly enter into confidentiality agreements with Hyatt where possible, to mitigate the franchisee's risk. Franchisees should carefully document and manage who has access to confidential information and what measures are in place to maintain its confidentiality.