What are Even Hotels' responsibilities for breaches of confidentiality by Hotel Agents, Affiliates, and Recipients?
Even_Hotels Franchise · 2025 FDDAnswer from 2025 FDD Document
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.
Hotel will be responsible for any breach of this Section by Hotel Agents and Hotel's Affiliates and any third party to whom it or they disclose Confidential Information in accordance with this Section ("Recipients").
Upon the request of IHG, Hotel shall deliver to IHG or destroy all copies of Confidential Information.
Hotel agrees to certify in writing to IHG that it and each of its Affiliates, Hotel Agents, and Recipients have performed the foregoing.
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, the hotel is responsible for any breach of confidentiality by its Hotel Agents, Affiliates, and any third party to whom they disclose confidential information, referred to as "Recipients." This responsibility extends to ensuring that these parties adhere to the confidentiality obligations outlined in the franchise agreement.
Specifically, Even Hotels must ensure that its employees, contractors, and professional advisors who have access to confidential information are contractually bound by confidentiality obligations that are at least as protective as those in the agreement. This means that the hotel needs to have agreements in place with these parties that safeguard the confidential information of IHG (InterContinental Hotels Group) and its affiliates.
Furthermore, Even Hotels is obligated to use commercially reasonable care and discretion to prevent unauthorized use, disclosure, publication, or dissemination of confidential information. This standard of care should be no less than what the hotel uses to protect its own confidential information of a similar nature. The confidentiality obligations for information not considered a trade secret expire three years after the termination or expiration of the agreement, while obligations for trade secrets continue as long as the information remains a trade secret under applicable law.
Even Hotels is also required to certify in writing to IHG that it, its Affiliates, Hotel Agents, and Recipients have complied with these confidentiality obligations. Upon IHG's request, the hotel must deliver to IHG or destroy all copies of confidential information, demonstrating the hotel's commitment to protecting sensitive data and adhering to the terms of the franchise agreement.