Who is responsible for breaches of confidentiality by a Crowne Plaza Hotel's agents, affiliates, and recipients of Confidential Information?

According to the 2025 Crowne Plaza FDD, the Hotel is responsible for any breach of confidentiality. This responsibility extends to breaches caused by the Hotel's agents, affiliates, and any third parties to whom the Hotel or its affiliates disclose Confidential Information, referred to as "Recipients." This means that as a Crowne Plaza franchisee, you are accountable for ensuring that anyone who gains access to IHG's Confidential Information through your hotel adheres to the confidentiality obligations.

This obligation highlights the importance of carefully managing and protecting Confidential Information. Franchisees must implement robust procedures to prevent unauthorized access, use, or disclosure of such information by their employees, contractors, and any other parties involved in the hotel's operations. This includes ensuring that all individuals who have access to Confidential Information are contractually bound by confidentiality obligations that are at least as protective as those outlined in the franchise agreement.

The FDD also states that upon IHG's request, the Hotel must deliver or destroy all copies of Confidential Information and certify in writing that it, its affiliates, Hotel Agents, and Recipients have complied with this requirement. This underscores the need for franchisees to maintain meticulous records of Confidential Information and to be prepared to promptly comply with IHG's requests regarding its return or destruction. Failing to adequately protect Confidential Information or to comply with IHG's directives could result in breaches of the franchise agreement and potential legal or financial repercussions.

It is important to note that the confidentiality obligations have different durations depending on whether the Confidential Information constitutes a "trade secret" under applicable law. For information that is not a trade secret, the obligations expire three years after the termination or expiration of the franchise agreement. However, for information that is considered a trade secret, the confidentiality obligations continue until the information no longer qualifies as a trade secret under applicable law. This distinction emphasizes the need for franchisees to understand the nature of the Confidential Information they are handling and to maintain appropriate safeguards for as long as the obligations remain in effect.