For Delta Hotels By Marriott, what is the relationship between the 'Manager' and the 'Company' as defined in the Management Agreement?
Delta_Hotels_By_Marriott Franchise · 2025 FDDAnswer from 2025 FDD Document
[Item 6: Obligations of Franchisee.** Franchisee agrees to the following:]
- **8.
Confidentiality.** Franchisee shall not, and if Hotel is managed by a Manager then Franchisee shall ensure that the Manager does not, during the Term of this Agreement or thereafter, without Marriott's prior written consent, communicate, divulge, copy, duplicate, record or otherwise reproduce, or use for the benefit of any third party or business other than the Hotel, in whole or in part, any documentation, software or other confidential information knowledge, or know-how associated with the Programs which may be communicated or provided to Franchisee or the Manager or of which Franchisee or Manager may be apprised, by virtue of Franchisee's participation under this Agreement, or otherwise make the same available to any unauthorized person.
Franchisee shall ensure that the Manager shall divulge such information only to such of Franchisee's or Manager's employees or agents as must have access to it in order to operate the Hotel.
All such information including without limitation, aggregated, anonymized market data, recommendations by Marriott regarding rates and customer information is confidential and provided by Marriott to Franchisee and Manager solely for the purpose of operating the Hotel and honoring the contracts negotiated by Marriott for the Programs.
Franchisee expressly acknowledges for itself and the Manager that such information shall not be used or considered in any respect by the Franchisee or Manager in reaching decisions for the other hotels owned, operated or franchised by the Franchisee.
Franchisee further acknowledges that it will not divulge to Marriott any confidential information, including prospective sales opportunities, business strategies, or pricing, about non-Marriott properties that Franchisee owns, operates, or franchises.
Franchisee acknowledges and agrees that any unauthorized use of confidential information would cause irreparable injury to Marriott for which no adequate remedy at law may be available, and Franchisee accordingly consents to the issuance of an injunction prohibiting any conduct in violation of this Paragraph 8.
- **9.
Representations, Warranties and Covenants of Franchisee**.
Franchisee represents, warrants and covenants to Marriott that:
[Item 6: Obligations of Franchisee.** Franchisee agrees to the following:]
- C. Franchisee shall retain the exclusive authority and responsibility for day-to-day management of the Hotel. Franchisee shall employ a General Manager who is not an employee of Marriott. The General Manager shall have, and perform, all duties of the General Manager, as set forth in the Franchise Agreement.
[Item 6: Obligations of Franchisee.** Franchisee agrees to the following:]
- F. This Agreement does not create an agency relationship of any kind between Marriott and Franchisee, each of whom is an independent contractor with respect to the other for all purposes.
Source: Item 6 — Obligations of Franchisee.** Franchisee agrees to the following: (FDD pages 363–513)
What This Means (2025 FDD)
According to the 2025 Delta Hotels By Marriott Franchise Disclosure Document, if the Hotel is managed by a Manager, the franchisee must ensure that the Manager does not, during the term of the agreement or thereafter, communicate, divulge, copy, duplicate, record, reproduce, or use for the benefit of any third party any confidential information associated with the Programs without Marriott's prior written consent. The franchisee must ensure the Manager only shares information with employees or agents who need it to operate the hotel. This includes aggregated, anonymized market data, recommendations by Marriott regarding rates, and customer information, which are provided solely for operating the Hotel and honoring contracts negotiated by Marriott for the Programs. The franchisee and Manager must not use this information for other hotels they own, operate, or franchise. The franchisee also agrees not to share confidential information about non-Marriott properties with Marriott.
The FDD also states that the franchisee must employ a General Manager who is not an employee of Marriott. The General Manager has all the duties as set forth in the Franchise Agreement.
In cases where Marriott provides a Service Provider to the franchisee for consulting, the Service Provider will not act as or perform the duties of a General Manager. The franchisee retains exclusive authority for the day-to-day management of the Hotel. The franchisee is not obligated to accept any recommendations or suggestions made by the Service Provider regarding the operation of the Hotel and independently makes all decisions related to pricing, hiring, and other management issues. Marriott and the franchisee are independent contractors and this agreement does not create an agency relationship of any kind between them.