What constitutes 'Confidential Information' disclosed to an Even Hotels franchisee by IHG?
Even_Hotels Franchise · 2025 FDDAnswer from 2025 FDD Document
From time to time, IHG or one of its Affiliates may disclose or make available to Licensee, whether orally, electronically or in physical form, confidential or proprietary information of or in the possession of IHG or its Affiliate (including confidential or proprietary information of a third party that is in IHG's or its Affiliate's possession) in connection with the Curated Solutions or this Master Technology Schedule. The term "Confidential Information" shall include all information and data which at the time of disclosure either:
- 6.1.1 is marked as "Confidential" or "Proprietary";
- 6.1.2 is otherwise reasonably identifiable as the confidential or proprietary information of IHG or its Affiliate; or
- 6.1.3 should reasonably be understood to be confidential or proprietary information of IHG or its Affiliate given the nature of the information and the circumstances surrounding its disclosure.
Licensee shall not disclose any such Confidential Information to any third party without the prior written consent of IHG and shall only access and use the Confidential Information as required for the limited purpose of performing its obligations under this Master Technology Schedule; provided that Licensee 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 Master Technology Schedule and who are contractually bound by confidentiality obligations that are at least as protective as those in this Master Technology Schedule. Licensee shall use commercially reasonable care and discretion to avoid unauthorized use, disclosure, publication, or dissemination of Confidential Information (which shall be no less than the standard of care used by Licensee 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 the License. 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. Licensee will be responsible for any breach of this Section by its Agents, Affiliates and any third party to whom it or they disclose Confidential Information in accordance with this Section ("Recipients"). Upon the request of IHG, Licensee shall deliver to IHG or destroy all copies of Confidential Information. Licensee
Source: Item 23 — RECEIPTS (FDD pages 99–438)
What This Means (2025 FDD)
According to Even Hotels's 2025 Franchise Disclosure Document, 'Confidential Information' encompasses proprietary information that IHG or its affiliates may disclose to the franchisee. This information can be shared orally, electronically, or in physical form and includes data in IHG's or its affiliates' possession, including confidential information of third parties.
The FDD specifies that 'Confidential Information' includes data that is marked as 'Confidential' or 'Proprietary,' information reasonably identifiable as confidential to IHG or its affiliates, or information that should reasonably be understood as confidential given its nature and the circumstances of its disclosure. The franchisee is prohibited from disclosing this information to third parties without IHG's prior written consent and may only use it to fulfill obligations under the franchise agreement. However, disclosure is permitted to employees, contractors, and professional advisors who are bound by confidentiality obligations.
The franchisee must protect this confidential information with a standard of care no less than what they use to protect their own confidential information. The confidentiality obligations extend for three years after the termination or expiration of the agreement for information that does not constitute a 'trade secret.' For information that is considered a 'trade secret,' the confidentiality obligations continue until the information no longer qualifies as a trade secret under applicable law. The franchisee is responsible for any breaches of confidentiality by its agents, affiliates, and recipients of the confidential information.