What is considered 'Confidential Information' for a Delta Hotels By Marriott franchise?
Delta_Hotels_By_Marriott Franchise · 2025 FDDAnswer from 2025 FDD Document
We claim proprietary rights in, and you will have certain obligations to maintain the confidentiality of, the following information (collectively, "Confidential Information"): all standards and documents created for or approved for use in the Delta hotel system or in the operation of the hotel or residences, as applicable; the negotiated terms in your franchise agreement and related agreements; all software, including data and information processed or stored using the software, and accompanying documentation; any customer lists, or other customer information (including names, email addresses, postal addresses, phone numbers, credit card numbers, preferences, etc.); information in our loyalty programs; and any other confidential or proprietary information, knowledge, or know-how concerning the Delta hotel system or the operation of the hotel or residences, as applicable, that may be communicated or provided to you or of which you may be apprised, by virtue of your ownership or operation of the hotel or residences, as applicable. You must not, without our prior consent, copy, reproduce, or make available to anyone, or use for any purpose other than operation of your hotel or residences, as applicable, any of the Confidential Information. You may divulge Confidential Information only to your employees or agents who require access to it to operate the hotel or residences, as applicable, only after they are advised that such information is confidential and that they are obligated to maintain its confidentiality. The Confidential Information has commercial value. We and our affiliates have taken reasonable measures to maintain its confidentiality. Accordingly, the Confidential Information is proprietary and a trade secret of ours and our affiliates. Your obligations to maintain the confidentiality of Confidential Information will extend beyond the expiration or termination of the franchise agreement and you will be liable for any breaches of such obligations by your employees and agents.
Confidential Information may exist in any medium including documents, computer files, voicemail, email, and other digital media and oral information. "Personally Identifiable Information" is a special category of Confidential Information that includes any information that can be associated with or traced to an individual, such as the individual's name, address, telephone number, email address, credit card information, driver's license number, passport number, or other similar specific factual information.
Source: Item 14 — PATENTS, COPYRIGHTS, AND PROPRIETARY INFORMATION (FDD pages 107–108)
What This Means (2025 FDD)
According to Delta Hotels By Marriott's 2025 Franchise Disclosure Document, "Confidential Information" encompasses a broad range of proprietary data and materials critical to the operation and standards of the Delta hotel system. This includes all standards and documents created or approved for use within the Delta hotel system, as well as the specific terms negotiated in the franchise agreement and any related agreements. Software used in the hotels, including data processed or stored within these systems, along with accompanying documentation, also falls under this classification. Customer-related information, such as customer lists, email addresses, postal addresses, phone numbers, credit card numbers, and preferences, is considered confidential. Information related to Delta Hotels By Marriott's loyalty programs is also included. Any other confidential or proprietary information, knowledge, or know-how concerning the Delta hotel system or the operation of the hotel that is communicated to the franchisee by virtue of their ownership or operation is also considered confidential.
Delta Hotels By Marriott places significant restrictions on the use and dissemination of this Confidential Information. Franchisees are prohibited from copying, reproducing, or making the information available to anyone without prior consent, and it can only be used for the operation of their Delta Hotels By Marriott hotel. Access to Confidential Information is restricted to employees and agents who require it for their duties, and these individuals must be informed of the confidential nature of the information and their obligation to maintain its confidentiality. The FDD emphasizes the commercial value of the Confidential Information and highlights the measures taken by Delta Hotels By Marriott and its affiliates to protect its confidentiality, underscoring its status as proprietary and a trade secret.
The obligations to protect Confidential Information extend beyond the termination or expiration of the franchise agreement, meaning that even after a franchisee exits the Delta Hotels By Marriott system, they remain responsible for maintaining the confidentiality of this information. Furthermore, franchisees are liable for any breaches of these confidentiality obligations by their employees and agents. The FDD specifies that Confidential Information can exist in various forms, including documents, computer files, voicemail, email, other digital media, and oral information. A special category of Confidential Information is "Personally Identifiable Information," which includes any data that can be traced back to an individual, such as name, address, telephone number, email address, credit card information, driver's license number, or passport number.