Under what circumstances are the confidentiality obligations waived regarding information related to the Even Hotels franchise?
Even_Hotels Franchise · 2025 FDDAnswer from 2025 FDD Document
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.
- 5.0 SECURITY PRACTICES.
Hotel shall be responsible for ensuring adequate security and backup procedures to avoid unauthorized access to, use of, or inadvertent loss of data and shall, in its discretion, determine appropriate security, which shall be no less than the standard of care in the industry.
- 6.0 IHG INTELLECTUAL PROPERTY As between the Parties, IHG owns all Intellectual Property Rights in and to the Next-Gen Payments Solution and the Documentation, including all modifications, enhancements, and derivative works of the Next-Gen Payments Solution and the Documentation.
Source: Item 23 — RECEIPTS (FDD pages 99–438)
What This Means (2025 FDD)
According to Even Hotels' 2025 Franchise Disclosure Document, there are specific circumstances under which the confidentiality obligations regarding information are waived. For confidential information that does not constitute a "trade secret" under applicable law, the confidentiality obligations expire three years after the termination or expiration of the agreement. However, for confidential information that is considered a "trade secret" under applicable law, these obligations continue until the information no longer qualifies as a trade secret under the relevant law.
Additionally, the confidentiality obligations do not restrict any disclosure required by law, provided that the hotel gives prompt notice to IHG (InterContinental Hotels Group) of any such legal requirement. The hotel must also reasonably cooperate with IHG, at IHG's request and expense, to resist the legal requirement or to obtain a protective order. This means that if a legal mandate necessitates the disclosure of confidential information, the franchisee must inform IHG and work with them to potentially challenge the requirement or seek legal protection for the information.
Furthermore, the Even Hotels franchisee can use information that they can prove (a) was independently and lawfully developed without using IHG's confidential information, (b) was lawfully acquired from a third party with the legal right to furnish it, or (c) was generally known to the public without any fault on the franchisee's part. This provides franchisees with some leeway to operate and utilize information obtained through legitimate means without breaching confidentiality. However, the burden of proof rests on the franchisee to demonstrate these conditions with convincing written evidence.