Is an Even Hotels franchisee allowed to disclose Confidential Information to third parties?
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.
Source: Item 23 — RECEIPTS (FDD pages 99–438)
What This Means (2025 FDD)
According to Even Hotels' 2025 Franchise Disclosure Document, franchisees are generally prohibited from disclosing Confidential Information to third parties without prior written consent from IHG. However, there are specific exceptions to this rule. An Even Hotels franchisee may disclose Confidential Information to its employees, contractors, and professional advisors if they need the information to fulfill their obligations under the Franchise Agreement. In such cases, these parties must be contractually bound by confidentiality obligations that are at least as protective as those outlined in the agreement. This allows the franchisee to operate the business effectively while still protecting IHG's sensitive information.
Even Hotels franchisees must exercise commercially reasonable care to prevent unauthorized use or disclosure of Confidential Information, adhering to a standard no less stringent than what they use to protect their own confidential data. This includes implementing appropriate security measures to safeguard data and prevent unauthorized access. The definition of "Confidential Information" includes any data marked as confidential or proprietary, information reasonably identifiable as confidential, or information that should reasonably be understood as confidential given its nature and the circumstances of its disclosure.
There are also exceptions for information that the Even Hotels franchisee can prove (a) was independently developed, (b) was lawfully acquired from a third party with the right to furnish it, or (c) was already publicly known. Furthermore, disclosure is permitted if required by law, provided that the franchisee promptly notifies IHG and cooperates with them to resist the legal requirement or obtain a protective order. These stipulations balance the need to protect IHG's Confidential Information with the franchisee's operational needs and legal obligations. 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. 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.