What constitutes 'Confidential Information' related to the PMS Solution or Agreement for Even Hotels?
Even_Hotels Franchise · 2025 FDDAnswer from 2025 FDD Document
between IHG and Hotel under the Hotel Agreement.
- 3.3 Interest on Late Payments. Hotel will pay interest on all amounts that become past due at the lesser of (a) one percent (1%) per month; or (b) the highest rate allowed by Law.
- 3.4 Payment Default. If Hotel should default on any payment obligation owed under this Agreement, IHG shall have the right to direct HotelKey to suspend access to and use of the PMS Solution by Hotel. Additionally, Hotel will be responsible for all collection costs and attorney fees incurred by IHG to collect any delinquent amounts.
- 3.5 Taxes. All Taxes resulting from the provision of the PMS Solution under this Agreement shall be the responsibility of Hotel. If IHG or an IHG Affiliate is required to pay any such Taxes or penalties or interest relating thereto, IHG or an IHG Affiliate will provide an invoice for such amounts and Hotel will pay such amounts within thirty (30) days of the date of the invoice.
- 3.6 Withholding Taxes. If Hotel is required to pay any applicable withholding tax payable to the relevant local tax authorities, Hotel shall (a) pay the applicable PMS Solution fee less the amount of the withholding tax; (b) make such required withholding tax payment to the local tax authorities; (c) within thirty (30) days after the date of payment of any
such withholding tax payment, provide IHG with the original or a certified copy of a receipt evidencing payment thereof to the relevant local tax authority; and (d) take all action reasonably required to enable IHG to obtain any tax credit which may be available to it.
- 3.7 Currency. All fees charged under this Agreement (including any Taxes) will be calculated based on the currency set forth on the cover page of this Agreement but will be invoiced in the local currency used for the existing payment terms between IHG and Hotel under the Hotel Agreement. Where the local currency is anything other than the United States Dollar, the amounts owed by Hotel in the applicable local currency will be based on the conversion of such local currency to United States Dollars based on the currency conversion practices employed for payments under the Hotel Agreement.
- 4.0 CONFIDENTIAL INFORMATION. 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.
Source: Item 23 — RECEIPTS (FDD pages 99–438)
What This Means (2025 FDD)
According to Even Hotels' 2025 Franchise Disclosure Document, confidential information includes any data disclosed by HotelKey, IHG, or an IHG Affiliate to the Hotel, whether orally, electronically, or in physical form, related to the PMS (Property Management System) Solution or the agreement itself. This encompasses information in the possession of HotelKey, IHG, or their affiliates, including third-party confidential information they possess.
The definition of "Confidential Information" includes data that is marked as "Confidential" or "Proprietary," information reasonably identifiable as confidential or proprietary to HotelKey, IHG, or their affiliates, and any information that should reasonably be understood as confidential given its nature and the circumstances of its disclosure. The Hotel is prohibited from disclosing this information to third parties without prior written consent from IHG and HotelKey, and can only access and use it to fulfill obligations under the agreement. However, the Hotel may disclose Confidential Information to its employees, contractors, and professional advisors who need the information to perform their obligations, provided these parties are bound by confidentiality obligations at least as protective as those in the agreement.
The Hotel must exercise commercially reasonable care to prevent unauthorized use or disclosure of Confidential Information, using a standard no less stringent than what they use to protect their own confidential data. For information not considered a trade secret, confidentiality obligations expire three years after the agreement terminates or expires. For trade secrets, these obligations continue as long as the information remains a trade secret under applicable law. Excluding Personal Data, which is always deemed Confidential Information, information is not considered confidential if the Hotel can prove it was independently developed, lawfully acquired from a third party, or was publicly known through no fault of the Hotel.
This has significant implications for an Even Hotels franchisee. They must establish and maintain robust security practices to protect confidential information, train employees on these practices, and ensure all parties with access to the information are bound by confidentiality agreements. Failure to do so could result in liability for breaches of confidentiality. The franchisee should seek clarification from Even Hotels and HotelKey regarding specific types of information considered confidential and the required security measures to protect it.