What are the exceptions to the confidentiality restrictions outlined in the Even Hotels franchise agreement?
Even_Hotels Franchise · 2025 FDDAnswer from 2025 FDD Document
Excluding Personal Data, which shall always be deemed to be Confidential Information, the term Confidential Information will not include any information that Hotel can establish by convincing written evidence: (a) was independently and lawfully developed by Hotel without use of or reference to any Confidential Information belonging to or received from IHG or an IHG Affiliate; (b) was lawfully acquired by Hotel from a third party having the legal, unconditional right to furnish same to Hotel; or (c) was at the time in question (whether at disclosure or thereafter) generally known by or available to the public (through no fault of Hotel).
These confidentiality obligations will not restrict any disclosure required by Law, provided that Hotel gives prompt notice to IHG of any such legal requirement and reasonably cooperates with IHG at IHG's request and expense to resist such legal requirement or to obtain a protective order.
Source: Item 23 — RECEIPTS (FDD pages 99–438)
What This Means (2025 FDD)
According to Even Hotels' 2025 Franchise Disclosure Document, there are specific exceptions to the confidentiality obligations outlined in the franchise agreement. The confidentiality obligations do not apply to information that the franchisee can prove with written evidence was independently developed without using Even Hotels' confidential information, was lawfully obtained from a third party with the right to provide it, or was already publicly known through no fault of the franchisee.
Furthermore, the confidentiality obligations do not restrict disclosures required by law, provided that the franchisee promptly notifies Even Hotels of the legal requirement and reasonably cooperates with Even Hotels, at their request and expense, to either resist the legal requirement or to obtain a protective order. This means that if a court or other legal authority compels the franchisee to disclose confidential information, they can do so without breaching the franchise agreement, as long as they inform Even Hotels and work with them to minimize the disclosure.
These exceptions provide some flexibility for the franchisee while still protecting Even Hotels' proprietary information. It is important for a prospective franchisee to understand these exceptions and the conditions attached to them, particularly the requirement to notify and cooperate with Even Hotels in the event of a legally required disclosure. This ensures that the franchisee can comply with legal obligations without automatically violating the franchise agreement.