What constitutes 'Confidential Information' related to the Next-Gen Payments Solution for Even Hotels?
Even_Hotels Franchise · 2025 FDDAnswer from 2025 FDD Document
From time to time, 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 IHG or the IHG Affiliate (including confidential or proprietary information of a third party that is in the possession of IHG or the IHG Affiliate) in connection with the Next-Gen Payments 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 IHG or its Affiliate; or (c) 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.
Hotel 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 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 unauthorized 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.
Source: Item 23 — RECEIPTS (FDD pages 99–438)
What This Means (2025 FDD)
According to Even Hotels' 2025 Franchise Disclosure Document, 'Confidential Information' related to the Next-Gen Payments Solution includes all information and data disclosed to the franchisee that is marked as 'Confidential' or 'Proprietary,' is reasonably identifiable as confidential or proprietary to IHG (the franchisor) or its affiliates, or should reasonably be understood as confidential or proprietary given the nature of the information and circumstances of its disclosure. This information can be shared orally, electronically, or in physical form.
The Even Hotels franchisee is prohibited from disclosing any Confidential Information to third parties without prior written consent from IHG. Access and use of this information are restricted to performing obligations under the franchise agreement. However, the franchisee can disclose Confidential Information to employees, contractors, and professional advisors who need the information to fulfill their obligations, provided these individuals are bound by confidentiality agreements at least as protective as those in the franchise agreement.
The franchisee must use commercially reasonable care to prevent unauthorized use, disclosure, or dissemination of Confidential Information, employing a standard of care no less than what they use to protect their own confidential information of a similar nature. For Confidential Information that does not qualify as a 'trade secret' under applicable law, the confidentiality obligations expire three years after the termination or expiration of the franchise agreement. However, if the information constitutes a trade secret, the confidentiality obligations continue as long as the information remains a trade secret under applicable law.