What are the exceptions to the confidentiality obligations regarding 'Confidential Information' for a Crowne Plaza licensee?
Crowne_Plaza Franchise · 2025 FDDAnswer from 2025 FDD Document
- 6.2 Exclusions. Excluding Personal Data, which shall always be deemed to be Confidential Information, the term Confidential Information will not include any information that Licensee can establish by convincing written evidence:
- 6.2.1 was independently and lawfully developed by Licensee without use of or reference to any Confidential Information belonging to or received from IHG or one of its Affiliates;
- 6.2.2 (b) was lawfully acquired by Licensee from a third party having the legal, unconditional right to furnish same to Licensee; or
- 6.2.3 (c) was at the time in question (whether at disclosure or thereafter) generally known by or available to the public (through no fault of Licensee).
- 6.3 Required Disclosures. These confidentiality obligations will not restrict any disclosure required by applicable law, provided that Licensee gives prompt notice to IHG of any such legal requirement and reasonably cooperates with IHG at IHG 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 Crowne Plaza's 2025 Franchise Disclosure Document, there are specific exclusions and allowances regarding the confidentiality of information. The term 'Confidential Information' excludes Personal Data, which is always considered confidential. However, it does not include information that the licensee can prove with written evidence was independently developed without using IHG's confidential information, was lawfully acquired from a third party with the right to furnish it, or was generally known to the public without fault of the licensee.
Furthermore, the confidentiality obligations do not restrict disclosures required by applicable law. In such cases, the Crowne Plaza licensee must promptly notify IHG of the legal requirement and reasonably cooperate with IHG to resist the requirement or obtain a protective order. This ensures that while the licensee must protect IHG's confidential information, they are not penalized for legally mandated disclosures.
These stipulations provide some flexibility for the Crowne Plaza franchisee, acknowledging that not all information can or should be kept secret indefinitely. The franchisee has the burden of proof to demonstrate that certain information falls within these exclusions. The obligation to notify IHG of legally required disclosures allows IHG to take steps to protect its information while ensuring the franchisee complies with the law.