Under what circumstances is an Even Hotels franchisee permitted to disclose the Discloser's Confidential Information to Third Parties?
Even_Hotels Franchise · 2025 FDDAnswer from 2025 FDD Document
9.3 Permitted Use and Disclosure of Confidential Information. Recipient may disclose the Discloser's Confidential Information: (a) to Third Parties on a need to know basis as it reasonably deems appropriate to analyze, provide, support, improve, receive, or use the Services; (b) to its auditors and attorneys (internal and external) and regulators; (c) as required or permitted by law, regulation, or court order; or (d) to its respective Affiliates as it deems appropriate.
9.4 Use and Disclosure Exceptions. The obligations set forth in Section 9.2 do not apply to information that: (a) enters the public domain through no fault of the Recipient; (b) was received from a Third Party free of any obligation of confidence and which Third Party, to Recipient's knowledge, was not under an obligation to keep the information confidential; (c) was already in Recipient's possession prior to receipt from Discloser; (d) is required to be disclosed by law, regulation, or court order after giving Discloser as much advance notice as practical of the possibility of disclosure; or (e) is independently developed by Recipient without use of or reference to Discloser's Confidential Information.
Source: Item 23 — RECEIPTS (FDD pages 99–438)
What This Means (2025 FDD)
According to the 2025 Even Hotels Franchise Disclosure Document, a recipient of confidential information from the Discloser (likely IHG or its affiliates) is permitted to disclose this information under specific circumstances. These circumstances include disclosures to third parties on a need-to-know basis, where it is deemed reasonably appropriate to analyze, provide, support, improve, receive, or use the services related to the franchise agreement. This suggests that Even Hotels franchisees may need to share confidential information with vendors or service providers who assist in the hotel's operations.
Additionally, Even Hotels franchisees can disclose confidential information to their auditors and attorneys (both internal and external), as well as to regulators. This provision acknowledges the legal and compliance requirements that franchisees must adhere to, allowing them to share necessary information with relevant professionals and authorities. Disclosure is also permitted if required or permitted by law, regulation, or court order. In such cases, the franchisee is expected to provide the Discloser with as much advance notice as practical regarding the possibility of disclosure, allowing the Discloser to take appropriate action if necessary.
Finally, Even Hotels franchisees are allowed to disclose confidential information to their respective affiliates as deemed appropriate. Furthermore, the obligations to protect confidential information do not apply if the information enters the public domain without the recipient's fault, was received from a third party without any confidentiality obligation, was already in the recipient's possession prior to receipt from the Discloser, or is independently developed by the recipient without using the Discloser's confidential information. These exceptions provide franchisees with some flexibility in handling information that is already publicly available or was obtained through legitimate independent means.