Under the Crowne Plaza franchise agreement, what are the exceptions to the restrictions on using or disclosing Confidential Information?
Crowne_Plaza Franchise · 2025 FDDAnswer from 2025 FDD Document
- 9.4 Use and Disclosure Exceptions. The obligations set forth in Section 9.2 do not apply to information that: (a) enters the public domain through no fault of the Recipient; (b) was received from a Third Party free of any obligation of confidence and which Third Party, to Recipient's knowledge, was not under an obligation to keep the information confidential; (c) was already in Recipient's possession prior to receipt from Discloser; (d) is required to be disclosed by law, regulation, or court order after giving Discloser as much advance notice as practical of the possibility of disclosure; or (e) is independently developed by Recipient without use of or reference to Discloser's Confidential Information.
Source: Item 23 — Receipts (FDD pages 100–424)
What This Means (2025 FDD)
According to the 2025 Crowne Plaza FDD, there are specific exceptions to the confidentiality obligations outlined in the franchise agreement. These exceptions allow a recipient of confidential information to bypass the restrictions on its use or disclosure under certain circumstances.
The obligations do not apply if the information (a) becomes public knowledge through no fault of the recipient, (b) was received from a third party without any confidentiality obligation, provided the recipient was unaware of any confidentiality obligation on the third party's part, (c) was already in the recipient's possession before receiving it from the disclosing party, (d) is required to be disclosed by law, regulation, or court order, given that the disclosing party is notified in advance as much as possible, or (e) is independently developed by the recipient without using or referencing the disclosing party's confidential information.
These exceptions are important for Crowne Plaza franchisees as they provide clarity on situations where they are not bound by confidentiality restrictions. This could arise in various scenarios, such as complying with legal requirements or utilizing information already known to them. However, franchisees should be cautious and ensure they meet the specific conditions of these exceptions to avoid breaching the confidentiality terms of the franchise agreement.