Under the Even Hotels franchise agreement, what are the exceptions to the restrictions on using and disclosing Confidential Information?
Even_Hotels Franchise · 2025 FDDAnswer from 2025 FDD Document
Excluding Personal Data, 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 HotelKey, 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 the 2025 Even Hotels Franchise Disclosure Document, there are specific exceptions to the confidentiality obligations outlined in the franchise agreement. The franchisee, referred to as 'Hotel' in the document, is generally restricted from disclosing Confidential Information to third parties without prior written consent from IHG. However, Even Hotels outlines a few key exceptions to this rule.
First, the definition of 'Confidential Information' excludes information that 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 Hotel. Second, the confidentiality obligations do not prevent disclosures required by law. However, the Hotel must promptly notify IHG of any such legal requirement and reasonably cooperate with IHG, at IHG's expense, to either challenge the requirement or seek a protective order.
These exceptions provide some flexibility for Even Hotels franchisees. They are not held liable for information they developed independently or obtained legally from other sources. The legal disclosure exception is particularly important, as it acknowledges that franchisees may sometimes be legally obligated to disclose information that would otherwise be considered confidential. However, franchisees must be proactive in notifying and cooperating with IHG to minimize any potential harm from such disclosures. These stipulations are fairly standard in franchise agreements to balance protecting the franchisor's proprietary information with allowing the franchisee to operate their business effectively and in compliance with the law.