What must a Sonesta Select Sonesta Essential franchisee do to treat the Confidential Information as confidential?
Sonesta_Select_Sonesta_Essential Franchise · 2025 FDDAnswer from 2025 FDD Document
of Massachusetts and any disputes arising hereunder shall otherwise be resolved pursuant to Section 17 (Enforcement) of the Existing Franchise Agreement. Each party hereby irrevocably submits to, and waives any objection it might have to, jurisdiction of and venue in the courts of general jurisdiction nearest to our or, as applicable, our successor's or assign's then current principal place of business (currently, Newton, Massachusetts).
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- Attorneys' Fees. Each party shall be responsible for their own costs and fees associated with the preparation of this Agreement. However, in the event of a dispute arising under this Agreement,
the prevailing party in such dispute shall be entitled to an award of reasonable attorneys' fees, costs and expert witness fees.
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- Confidentiality of this Agreement. The Franchisee Parties agree that the existence of this Agreement and its terms are strictly confidential and that, therefore, the Franchisee Parties and the other Releasing Parties shall not provide or disclose to any third party, unless authorized in writing to do so by us or properly directed or ordered to do so by public authority, any information regarding the existence of this Agreement, the terms or conditions contained in this Agreement, or any dealings or negotiations with us or any of the Released Parties related to this Agreement.
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- Non-Disparagement. Franchisee Parties agree not to disparage or otherwise speak or write negatively, directly or indirectly, of us or any of the Released Parties, the Sonesta Select Hotels brand, the Sonesta Essential Hotels brand, the Sonesta Select Hotels franchise system, the Sonesta Essential Hotels franchise system, or any other service-marked or trademarked concept of ours or of any Released Party, or which would subject the Sonesta Select Hotels brand or the Sonesta Essential Hotels brand to ridicule, scandal, reproach, scorn, or indignity or which would negatively impact our goodwill or that of the Sonesta Select Hotels brand or the Sonesta Essential Hotels brand.
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- Miscellaneous Provisions.
Source: Item 14 — PATENTS, COPYRIGHTS, AND PROPRIETARY INFORMATION (FDD pages 68–69)
What This Means (2025 FDD)
According to the 2025 Franchise Disclosure Document, Sonesta Select Sonesta Essential requires franchisees to maintain the confidentiality of the Franchise Agreement's existence and terms. Franchisees and other releasing parties are prohibited from providing or disclosing any information regarding the existence of the agreement, its terms and conditions, or any dealings or negotiations with Sonesta Select Sonesta Essential or released parties to any third party. The only exceptions are if Sonesta Select Sonesta Essential provides written authorization or if a public authority properly directs or orders such disclosure. This obligation ensures that sensitive business information remains protected.
In addition to maintaining confidentiality about the agreement itself, Sonesta Select Sonesta Essential franchisees must also avoid disparaging the brand. Franchisees agree not to speak or write negatively, directly or indirectly, about Sonesta Select Sonesta Essential or any released parties, the Sonesta Select Hotels brand, the Sonesta Essential Hotels brand, the franchise systems, or any other service-marked or trademarked concept. This includes any actions that would subject the brands to ridicule, scandal, reproach, scorn, or indignity, or negatively impact their goodwill. This requirement aims to protect the reputation and public image of the Sonesta Select Sonesta Essential brand.
These provisions are typical in franchise agreements to protect the franchisor's proprietary information and brand reputation. Franchisees should understand that breaching these confidentiality and non-disparagement clauses could lead to legal consequences, as the prevailing party in any dispute is entitled to reasonable attorneys' fees, costs, and expert witness fees. Prospective franchisees should carefully review these clauses and seek legal counsel to fully understand their obligations.