What are the exceptions to the confidentiality clause in the Even Hotels agreement?
Even_Hotels Franchise · 2025 FDDAnswer from 2025 FDD Document
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 Next-Gen Payments Solution under this Agreement shall be the responsibility of Hotel. If IHG is required to pay any such Taxes or penalties or interest relating thereto, IHG will provide an invoice for such amounts and Hotel will pay such amounts within thirty (30) days of the date of the invoice.
- 4.0 CONFIDENTIAL INFORMATION. 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, there are several exceptions to the confidentiality clause. The franchisee (referred to as 'Hotel' in this section) is generally prohibited from disclosing confidential information to third parties without prior written consent from IHG (InterContinental Hotels Group) and HotelKey. However, Even Hotels may disclose confidential information to its employees, contractors, and professional advisors who need to know the information to fulfill their obligations under the agreement, provided these parties are bound by confidentiality obligations at least as protective as those in the agreement.
Even Hotels is also not restricted from disclosing information that: was independently developed without reference to IHG's confidential information; was lawfully acquired from a third party with the legal right to furnish it; or was already publicly known through no fault of Even Hotels. These confidentiality obligations for information that is not considered a trade secret expire three years after the termination or expiration of the agreement. For information that is a trade secret, the obligations continue as long as the information remains a trade secret under applicable law.
Furthermore, Even Hotels is permitted to make disclosures required by law, provided that Even Hotels promptly notifies IHG of the legal requirement and reasonably cooperates with IHG, at IHG's request and expense, to resist the legal requirement or obtain a protective order. It is important for prospective Even Hotels franchisees to understand these exceptions, as they define the boundaries of what information can be shared and under what circumstances, ensuring compliance and avoiding potential breaches of contract.