What constitutes 'Confidential Information' disclosed to a Crowne Plaza Hotel in connection with the Next-Gen Payments Solution?
Crowne_Plaza Franchise · 2025 FDDAnswer from 2025 FDD Document
From time to time, IHG or an IHG Affiliate may disclose or make available to Hotel, whether orally, electronically or in physical form, confidential or proprietary information of or in the possession of IHG or the IHG Affiliate (including confidential or proprietary information of a third party that is in the possession of IHG or the IHG Affiliate) in connection with the Next-Gen Payments Solution or this Agreement.
The term "Confidential Information" shall include all information and data which at the time of disclosure: (a) is marked as "Confidential" or "Proprietary"; (b) is otherwise reasonably identifiable as the confidential or proprietary information of IHG or its Affiliate; or (c) should reasonably be understood to be confidential or proprietary information of IHG or its Affiliate given the nature of the information and the circumstances surrounding its disclosure.
Hotel shall not disclose any such Confidential Information to any third party without the prior written consent of IHG and shall only access and use the Confidential Information as required to and for the limited purpose of performing its obligations under this Agreement; provided that Hotel may disclose Confidential Information to its employees, contractors and professional advisors who need to know such information in order to perform their obligations related to this Agreement and who are contractually bound by confidentiality obligations that are at least as protective as those in this Agreement.
Hotel shall use commercially reasonable care and discretion to avoid unauthorized use, disclosure, publication, or dissemination of Confidential Information (which shall be no less than the standard of care used by Hotel to protect its Confidential Information of a similar nature).
For Confidential Information that does not constitute a "trade secret" under applicable Law, these confidentiality obligations will expire three (3) years after the termination or expiration of this Agreement.
For Confidential Information that constitutes a "trade secret" under applicable Law, these confidentiality obligations will continue until such information ceases to constitute a "trade secret" under such applicable Law.
Hotel will be responsible for any breach of this Section by Hotel Agents and Hotel's Affiliates and any third party to whom it or they disclose Confidential Information in accordance with this Section ("Recipients").
Upon the request of IHG, Hotel shall deliver to IHG or destroy all copies of Confidential Information.
Hotel agrees to certify in writing to IHG that it and each of its Affiliates, Hotel Agents, and Recipients have performed the foregoing.
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).
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.
Source: Item 23 — Receipts (FDD pages 100–424)
What This Means (2025 FDD)
According to the 2025 Crowne Plaza Franchise Disclosure Document, 'Confidential Information' includes any information or data disclosed by IHG or its affiliates to the Crowne Plaza Hotel, whether orally, electronically, or in physical form, related to the Next-Gen Payments Solution or the franchise agreement. This encompasses proprietary information of IHG or a third party in IHG's possession. Specifically, such information is considered confidential if it is marked as 'Confidential' or 'Proprietary,' is reasonably identifiable as confidential, or should reasonably be understood as confidential given its nature and the circumstances of its disclosure.
The Crowne Plaza hotel is obligated to protect this information and can only use and access it to fulfill its obligations under the franchise agreement. Disclosure to third parties is prohibited without IHG's prior written consent. However, the hotel can share confidential information with its employees, contractors, and professional advisors who need the information to perform their duties, provided these individuals are bound by confidentiality obligations at least as protective as those in the agreement.
The hotel must exercise commercially reasonable care to prevent unauthorized use, disclosure, or dissemination of confidential information, employing a standard of care no less than what it uses to protect its own confidential information of a similar nature. These confidentiality obligations extend for three years after the termination or expiration of the agreement for information that does not constitute a trade secret. For information that is considered a trade secret under applicable law, the confidentiality obligations continue as long as the information remains a trade secret.
There are exceptions to these confidentiality obligations. The definition of 'Confidential Information' excludes information that the Crowne Plaza hotel can prove (a) was independently developed without using IHG's confidential information, (b) was lawfully acquired from a third party with the right to furnish it, or (c) was generally known to the public without fault of the hotel. Additionally, disclosures required by law are permitted if Crowne Plaza promptly notifies IHG and cooperates with IHG's efforts to resist the legal requirement or obtain a protective order.