For how long is a receiving party obligated to protect the disclosing party's Confidential Information under the Crowne Plaza franchise agreement, and is there a different period for software?
Crowne_Plaza Franchise · 2025 FDDAnswer from 2025 FDD Document
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.
5.2 Obligations. A disclosing party's Confidential Information will, for a period of three (3) years following its disclosure to the other party (except in the case of software, for which the period is indefinite): (a) not be disclosed, except to the receiving party's employees, agents and contractors having a need-to-know (but only if such agents and contractors are not direct competitors of the other party and agree in writing to use and disclosure restrictions as restrictive as this Section 5) or to the extent authorized to be revealed by law, governmental authority or legal process (but only if such disclosure is limited to that which is so authorized and prompt notice is provided to the disclosing party to the extent practicable and not prohibited by law, governmental authority or legal process); (b) be held in confidence; and (c) be used only for purposes of using the Services, evaluating proposals for new services or performing this Agreement (including in the case of AT&T to detect fraud, to check quality and to operate, maintain and enhance the network and Services).
5.3 Exceptions. The restrictions in this Section 5 will not apply to any information that: (a) is independently developed by the receiving party without use of the disclosing party's Confidential Information; (b) is lawfully received by the receiving party free of any obligation to keep it confidential; or (c) becomes generally available to the public other than by breach of this Agreement.
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 Crowne Plaza's 2025 Franchise Disclosure Document, the duration of confidentiality obligations depends on the type of information. For Confidential Information that does not qualify as a "trade secret" under applicable law, the confidentiality obligations expire three years after the termination or expiration of the franchise agreement. However, for Confidential Information that does constitute a "trade secret" under applicable law, the confidentiality obligations continue for as long as the information remains a "trade secret" under the relevant law.
Additionally, a disclosing party's Confidential Information will be protected for three years following its disclosure to the other party. This protection includes not disclosing the information, holding it in confidence, and using it only for specific purposes related to the Services, evaluating proposals, or performing the agreement. However, in the case of software, the protection period is indefinite.
These obligations do not apply to information that was independently developed, lawfully received without any confidentiality obligation, or has become publicly available through no fault of the receiving party. These confidentiality obligations will not restrict any disclosure required by Law, provided that the 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. This means a Crowne Plaza franchisee must maintain strict confidentiality regarding the brand's proprietary information to avoid potential legal repercussions.