When do the confidentiality obligations expire for Even Hotels' Confidential Information that does not constitute a 'trade secret'?
Even_Hotels Franchise · 2025 FDDAnswer from 2025 FDD Document
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 confidentiality obligations for information that does not qualify as a trade secret expire three years after the termination or expiration of the franchise agreement. However, for information that does meet the legal definition of a trade secret, the confidentiality obligations continue indefinitely, lasting as long as the information maintains its trade secret status under applicable law.
This distinction is important for Even Hotels franchisees because it means that certain types of sensitive information shared during the franchise relationship must be protected even after the agreement ends. The three-year limit on non-trade secret information provides a defined period for franchisees to remain cautious, while trade secrets require perpetual protection. Franchisees must understand what constitutes a trade secret versus general confidential information to manage their obligations appropriately.
Even Hotels requires franchisees to exercise commercially reasonable care to prevent unauthorized use or disclosure of confidential information, using a standard of care no less than what they would use to protect their own confidential information. Franchisees are responsible for any breaches of confidentiality caused by their employees, contractors, or anyone else they disclose confidential information to. Upon termination of the agreement, Even Hotels can request the franchisee to return or destroy all copies of confidential information and provide written certification of compliance.
It is also important to note that certain information is excluded from the definition of Confidential Information. This includes information independently developed by the franchisee, information lawfully acquired from a third party, or information that is already publicly known. These exceptions provide some flexibility for the franchisee, but the burden of proof rests on the franchisee to demonstrate through convincing written evidence that the information falls into one of these categories.