Is Even Hotels allowed to disclose Confidential Information to third parties?
Even_Hotels Franchise · 2025 FDDAnswer from 2025 FDD Document
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 applicable Law.
These confidentiality obligations will not restrict any disclosure required by Law, provided that Hotel gives prompt notice to IHG of any such legal requirement and reasonably cooperates with IHG at IHG's request and expense to resist such legal requirement or to obtain a protective order.
Source: Item 23 — RECEIPTS (FDD pages 99–438)
What This Means (2025 FDD)
According to Even Hotels' 2025 Franchise Disclosure Document, the hotel is restricted from disclosing confidential information to third parties without prior written consent from IHG and HotelKey. However, Even Hotels may disclose confidential information to its employees, contractors, and professional advisors if they need to know the information to fulfill their obligations under the agreement, provided these parties are contractually bound by confidentiality obligations that are at least as protective as those in the agreement. This exception allows Even Hotels to operate its business while maintaining necessary confidentiality.
The FDD specifies that Even Hotels must use commercially reasonable care to avoid unauthorized use, disclosure, publication, or dissemination of confidential information, adhering to a standard of care no less than what they use to protect their own confidential information of a similar nature. This highlights the importance of maintaining robust security measures to protect sensitive data. The confidentiality obligations for information not considered a trade secret expire three years after the termination or expiration of the agreement, while obligations for trade secrets continue until the information no longer qualifies as such under applicable law.
Furthermore, the confidentiality obligations do not prevent disclosures required by law, provided that Even Hotels promptly notifies IHG of any such legal requirement and cooperates with IHG to resist the requirement or obtain a protective order. This clause ensures that Even Hotels can comply with legal obligations while still protecting confidential information to the extent possible. Overall, these provisions aim to balance the need for confidentiality with the practical requirements of operating the Even Hotels franchise and complying with legal mandates.