Under what conditions can a Crowne Plaza licensee disclose Confidential Information to its employees, contractors, and professional advisors?
Crowne_Plaza Franchise · 2025 FDDAnswer from 2025 FDD Document
Licensee 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 for the limited purpose of performing its obligations under this Master Technology Schedule; provided that Licensee 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 Master Technology Schedule and who are contractually bound by confidentiality obligations that are at least as protective as those in this Master Technology Schedule. Licensee 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 Licensee 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 the License. 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. Licensee will be responsible for any breach of this Section by its Agents, Affiliates and any third party to whom it or they disclose Confidential Information in accordance with this Section ("Recipients"). Upon the request of IHG, Licensee shall deliver to IHG or destroy all copies of Confidential Information. Licensee
Source: Item 23 — Receipts (FDD pages 100–424)
What This Means (2025 FDD)
According to the 2025 Crowne Plaza FDD, a licensee may disclose Confidential Information to its employees, contractors, and professional advisors under specific conditions. IHG (InterContinental Hotels Group) or its affiliates may disclose confidential or proprietary information to the licensee. This information is considered "Confidential Information" if it is marked as such, reasonably identifiable as confidential, or reasonably understood to be confidential given the nature of the information and circumstances of its disclosure. The licensee is generally prohibited from disclosing this information to any third party without IHG's prior written consent.
However, the Crowne Plaza licensee can share Confidential Information with its employees, contractors, and professional advisors if they need to know the information to perform their obligations related to the Master Technology Schedule. A critical requirement is that these individuals must be contractually bound by confidentiality obligations that are at least as protective as those outlined in the Master Technology Schedule. This ensures that the confidentiality of the information is maintained even when disclosed internally or to contracted parties.
The licensee is obligated to use commercially reasonable care to prevent unauthorized use or disclosure of Confidential Information, employing a standard of care no less stringent than what they use to protect their own confidential information of a similar nature. The licensee is also responsible for any breaches of confidentiality caused by its agents, affiliates, and any third parties to whom they disclose Confidential Information. These confidentiality obligations extend for three years after the termination or expiration of the license for information that does not constitute a trade secret; for trade secrets, the obligations continue as long as the information remains a trade secret under applicable law.