Under the Even Hotels franchise agreement, what exceptions exist to the obligations regarding confidential information?
Even_Hotels Franchise · 2025 FDDAnswer from 2025 FDD Document
termination or expiration of the License. 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. Licensee will be responsible for any breach of this Section by its Agents, Affiliates and any third party to whom it or they disclose Confidential Information in accordance with this Section ("Recipients"). Upon the request of IHG, Licensee shall deliver to IHG or destroy all copies of Confidential Information. Licensee
agrees to certify in writing to IHG that it and each of its Affiliates, Agents, and Recipients have performed the foregoing.
- 6.2 Exclusions. Excluding Personal Data, which shall always be deemed to be Confidential Information, the term Confidential Information will not include any information that Licensee can establish by convincing written evidence:
- 6.2.1 was independently and lawfully developed by Licensee without use of or reference to any Confidential Information belonging to or received from IHG or one of its Affiliates;
- 6.2.2 (b) was lawfully acquired by Licensee from a third party having the legal, unconditional right to furnish same to Licensee; or
- 6.2.3 (c) was at the time in question (whether at disclosure or thereafter) generally known by or available to the public (through no fault of Licensee).
- 6.3 Required Disclosures.
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, the Hotel, can prove with written evidence was independently developed without using IHG's confidential information, was lawfully obtained from a third party with the right to disclose it, or was already publicly known through no fault of the franchisee.
Additionally, the confidentiality obligations do not prevent disclosures required by law, provided that the Hotel promptly notifies IHG of the legal requirement and reasonably cooperates with IHG to contest the requirement or seek a protective order. This means that if a court or government agency compels the franchisee to disclose confidential information, they can do so without breaching the franchise agreement, as long as they inform and work with IHG.
Furthermore, the duration of confidentiality depends on whether the information constitutes a trade secret. For confidential information that is not a trade secret, the obligations expire three years after the termination or expiration of the agreement. However, for information that qualifies as a trade secret under applicable law, the confidentiality obligations continue as long as the information remains a trade secret. This distinction highlights the importance of understanding what constitutes a trade secret and the varying lengths of protection for different types of confidential information.