Does the agreement specify any exceptions to the obligations regarding the use and disclosure of Confidential Information related to Crowne Plaza?
Crowne_Plaza Franchise · 2025 FDDAnswer from 2025 FDD Document
These confidentiality obligations will not restrict any disclosure required by Law, provided that Hotel gives prompt notice to IHG of any such legal requirement and reasonably cooperates with IHG at IHG's request and expense to resist such legal requirement or to obtain a protective order.
Excluding Personal Data, which shall always be deemed to be Confidential Information, the term Confidential Information will not include any information that Hotel can establish by convincing written evidence: (a) was independently and lawfully developed by Hotel without use of or reference to any Confidential Information belonging to or received from IHG or an IHG Affiliate; (b) was lawfully acquired by Hotel from a third party having the legal, unconditional right to furnish same to Hotel; or (c) was at the time in question (whether at disclosure or thereafter) generally known by or available to the public (through no fault of Hotel).
Source: Item 23 — Receipts (FDD pages 100–424)
What This Means (2025 FDD)
According to the 2025 Crowne Plaza Franchise Disclosure Document, there are exceptions to the confidentiality obligations. Hotel operators are not bound to confidentiality regarding information that: they independently developed; they lawfully acquired from a third party with the right to furnish it; or was publicly known through no fault of their own.
Additionally, Crowne Plaza's confidentiality obligations do not restrict disclosures required by law, provided the hotel operator promptly notifies IHG of the legal requirement and reasonably cooperates with IHG to resist the legal requirement or obtain a protective order. This means a franchisee may be compelled to disclose confidential information if legally obligated, but must inform Crowne Plaza beforehand and work with them to potentially prevent or limit the disclosure.
These exceptions provide some flexibility for the franchisee. However, it's important to note that the franchisee bears the burden of proving these exceptions with convincing written evidence. Furthermore, the franchisee must ensure their employees, contractors, and professional advisors who have access to confidential information are also bound by confidentiality obligations at least as protective as those in the agreement.