Under the Crowne Plaza agreement, what information is considered confidential?
Crowne_Plaza Franchise · 2025 FDDAnswer from 2025 FDD Document
ND SHALL HAVE NO LIABILITY, TO YOU IN ANY WAY WITH RESPECT TO NON-BANK CARD SERVICES.
- 8.8 EXCEPTIONS TO LIABILITY CAP AND EXCLUSION OF CONSEQUENTIAL DAMAGES.
- (a) Liability Cap Exceptions. The Liability Cap set forth in Section 8.5 shall not apply to the following: (i) claims and losses caused by our or our personnel's gross negligence, willful misconduct, or fraud; (ii) our obligations under Section 15.3; (iii) our breach of our obligations with respect to compliance with Applicable Laws or Card Organization Rules under the Agreement (excluding breaches involving our Data Security Event, which are subject to the Liability Cap); or (iv) our breach of our confidentiality obligations under the Agreement not involving personally identifiable consumer information (collectively, (i) through (iv) are the "Excluded Amounts").
- (b) Damages Exclusion Exceptions. The Damages Exclusion set forth in Section 8.4 shall not apply to the following: (i) claims and losses caused by the gross negligence, willful misconduct, or fraud of either party or its personnel; (ii) our obligations under Section 15.3 and your obligations with respect to Excluded Claims; (iii) breaches by either party of its obligations with respect to compliance with Applicable Laws or Card Organization Rules under the Agreement (excluding breaches involving our Data Security Event, which are subject to the Damages Exclusion); or
(iv) breaches by either party of its confidentiality obligations under the Agreement not involving personally identifiable consumer information. For avoidance of doubt, amounts excepted from the Damages Exclusion (y) are not Excluded Amounts, and (z) are subject to the Liability Cap.
9 Confidentiality
- 9.1 Definition of Confidential Information. The term "Confidential Information" means all information of a party and its Affiliates that is not publicly available, including any of their strategic business information and capabilities; financial information; business plans and marketing strategies; pricing of the Services; documentation and portals related to Services; information related to information technology systems and processes; technical specifications; designs; processes and procedures; reports; source code; databases; information used in connection with logging onto, accessing, or using the Services; customer information (not including Cardholder data); the terms of the Agreement; and information that must be maintained as confidential by Applicable Law, and whether in oral, written, graphic, electronic, or other form, including all copies and derivatives thereof.
- 9.2 Protecting Confidential Information. The party receiving Confidential Information ("Recipient") from the other party ("Discloser") shall: (a) safeguard the Discloser's Confidential Information using at least a reasonable degree of care; (b) limit access to the Discloser's Confidential Information to the Recipient's employees and service providers who (i) have an obligation of confidentiality to Recipient that is similar to Recipient's confidentiality obligations to Discloser under this Section 9, and (ii) have a need to know the Discloser's Confidential Information in connection with the Agreement; (c) not disclose or use the Discloser's Confidential Information, except as permitted under Section 9.3 or elsewhere in the Agreement; and (d) at the Discloser's request, return to Discloser or destroy all of Discloser's Confidential Information in Recipient's possession or control.
- 9.3 Permitted Use and Disclosure of Confidential Information. Recipient may disclose the Discloser's Confidential Information: (a) to Third Parties on a need to know basis as it reasonably deems appropriate to analyze, provide, support, improve, receive, or use the Services; (b) to its auditors and attorneys (internal and external) and regulators; (c) as required or permitted by law, regulation, or court order; or (d) to its respective Affiliates as it deems appropriate. In addition, we may disclose your Confidential Information: (x) as permitted under Section 2.6, Section 10.6, or elsewhere in the Agreement; (y) in connection with any customer service and support, whether provided by us or Third Parties, related to your Merchant Account; and (z) to any Card Organizations, which may use and share such information in any lawful manner and for any lawful purpose.
Source: Item 23 — Receipts (FDD pages 100–424)
What This Means (2025 FDD)
According to the 2025 Crowne Plaza FDD, Confidential Information is defined as any non-public data belonging to either party or their affiliates. This encompasses a wide array of sensitive business details, such as strategic business information, capabilities, financial data, business plans, marketing strategies, service pricing, documentation, information related to IT systems, technical specifications, designs, processes, procedures, reports, source code, databases, login details for services, customer information (excluding cardholder data), and the agreement terms themselves. This information can be in any form, including oral, written, graphic, or electronic.
The FDD outlines specific responsibilities for the party receiving Confidential Information (the "Recipient"). The Recipient must protect the Discloser's Confidential Information with a reasonable degree of care, limit access to employees and service providers with confidentiality obligations, and refrain from disclosing or using the information except as permitted. Upon request, the Recipient must either return or destroy all Confidential Information in their possession.
There are exceptions to these confidentiality obligations. Crowne Plaza may disclose Confidential Information to third parties on a need-to-know basis to support the Services, to auditors, attorneys, and regulators, as required by law, or to its affiliates. The confidentiality obligations for information not considered a "trade secret" expire three years after the agreement ends. However, for information that qualifies as a trade secret, the confidentiality obligations continue as long as the information maintains its trade secret status under applicable law.
Notably, the franchisee (Hotel) is responsible for any breaches of confidentiality by its agents, affiliates, and any third parties to whom they disclose Confidential Information. The definition of Confidential Information excludes data that the franchisee can prove was independently developed, lawfully acquired from a third party, or was already public knowledge. Furthermore, the confidentiality obligations do not prevent disclosures required by law, provided that Crowne Plaza is promptly notified and reasonably cooperates to resist the legal requirement or obtain a protective order.