What is a prohibited action regarding the software for an Embassy Suites By Hilton franchisee?
Embassy_Suites_By_Hilton Franchise · 2025 FDDAnswer from 2025 FDD Document
Customer will maintain the confidential and proprietary nature of the Proprietary Software, Certified Third Party Software, Information System, Services and any and all information, documentation and materials of HSS and HSS Affiliates which are disclosed under or provided or made available to Customer under or in connection with this Agreement. The foregoing includes without limitation proprietary ideas, patentable ideas, copyrights, trade secrets, existing and contemplated products and services, software, schematics, research and development, discoveries, inventions, methods, processes, materials, algorithms, formulas, specifications, designs, data, strategies, plans, and know-how, whether tangible or intangible (collectively, the "Confidential Information"). Customer will maintain such Confidential Information in confidence and agrees not to disclose or otherwise make available the Confidential Information to any person or entity other than Customer's employees at the Hotel who are bound by obligations of confidentiality no less stringent than those set forth herein, without prior written consent of HSS. Customer further agrees to take all reasonable steps and precautions necessary to protect the Confidential Information from unauthorized use or disclosure.
Source: Item 22 — CONTRACTS (FDD page 97)
What This Means (2025 FDD)
According to the 2025 Franchise Disclosure Document, Embassy Suites By Hilton franchisees are prohibited from disclosing or making available the Proprietary Software, Certified Third Party Software, Information System, and Services to any person or entity other than the franchisee's employees at the Hotel. These employees must be bound by obligations of confidentiality no less stringent than those set forth in the agreement, without prior written consent of HSS.
This restriction extends to any and all information, documentation, and materials of HSS and HSS Affiliates which are disclosed under or provided or made available to the Customer under or in connection with the Agreement. This includes proprietary ideas, patentable ideas, copyrights, trade secrets, existing and contemplated products and services, software, schematics, research and development, discoveries, inventions, methods, processes, materials, algorithms, formulas, specifications, designs, data, strategies, plans, and know-how, whether tangible or intangible (collectively, the "Confidential Information").
The franchisee must take all reasonable steps and precautions necessary to protect the Confidential Information from unauthorized use or disclosure. This is to ensure that the software and related confidential information remain secure and are not compromised, which could potentially harm the Embassy Suites By Hilton brand and its competitive advantage.