Does the Even Hotels agreement specify who is responsible for obtaining assurances of confidentiality?
Even_Hotels Franchise · 2025 FDDAnswer from 2025 FDD Document
From time to time, HotelKey, IHG, or an IHG Affiliate may disclose or make available to Hotel, whether orally, electronically or in physical form, confidential or proprietary information of or in the possession of HotelKey, IHG, or the IHG Affiliate (including confidential or proprietary information of a third party that is in the possession of HotelKey, IHG, or the IHG Affiliate) in connection with the PMS Solution or this Agreement.
The term "Confidential Information" shall include all information and data which at the time of disclosure: (a) is marked as "Confidential" or "Proprietary"; (b) is otherwise reasonably identifiable as the confidential or proprietary information of HotelKey, IHG, or its Affiliate; or (c) should reasonably be understood to be confidential or proprietary information of HotelKey, IHG, or its Affiliate given the nature of the information and the circumstances surrounding its disclosure.
Hotel shall not disclose any such Confidential Information to any third party without the prior written consent of IHG and HotelKey and shall only access and use the Confidential Information as required to and for the limited purpose of performing its obligations under this Agreement; provided that Hotel 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 Agreement and who are contractually bound by confidentiality obligations that are at least as protective as those in this Agreement.
Hotel shall use commercially reasonable care and discretion to avoid unauthorised use, disclosure, publication, or dissemination of Confidential Information (which shall be no less than the standard of care used by Hotel 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 this Agreement.
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.
Source: Item 23 — RECEIPTS (FDD pages 99–438)
What This Means (2025 FDD)
According to Even Hotels' 2025 Franchise Disclosure Document, the hotel franchisee is responsible for ensuring confidentiality. Specifically, the agreement states that the Hotel cannot disclose confidential information to any third party without prior written consent from IHG and HotelKey, and can only access and use the confidential information to perform their obligations under the agreement. However, the Hotel can disclose confidential information to its employees, contractors, and professional advisors who need to know the information to perform their obligations, provided they are contractually bound by confidentiality obligations that are at least as protective as those in the agreement.
Furthermore, the Even Hotels franchise agreement states that the Hotel must use commercially reasonable care and discretion to avoid unauthorized use, disclosure, publication, or dissemination of confidential information, and this standard of care should be no less than what the Hotel uses to protect its own confidential information of a similar nature. The Hotel is also responsible for any breach of confidentiality by its agents, affiliates, and any third parties to whom they disclose confidential information.
In practical terms, this means an Even Hotels franchisee must implement robust procedures to safeguard confidential information, including written agreements with employees and contractors. The franchisee bears the risk of breaches caused by those to whom they disclose confidential information. This is a fairly standard practice in franchising, as the franchisor needs to protect its proprietary information and trade secrets, and it is common for the franchisee to bear the responsibility for maintaining confidentiality within their own operations.