Are Sonesta Select Sonesta Essential franchisees allowed to copy Confidential Information?
Sonesta_Select_Sonesta_Essential Franchise · 2025 FDDAnswer from 2025 FDD Document
All Confidential Information furnished to you by us or on our behalf, whether orally or by means of written material (i) shall be deemed proprietary, (ii) shall be held by you in strict confidence, (iii) shall not be copied, disclosed or revealed to or shared with any other person except to your employees or contractors who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than your obligations hereunder, or to individuals or entities specifically authorized by us in advance, and (iv) shall not be used in connection with any other business or capacity. You will not acquire any interest in any of our Confidential Information other than the right to use it as we specify in operating your Hotel during the Term. You agree to adopt and implement reasonable procedures to prevent unauthorized access, use, or disclosure of Confidential Information, including by establishing reasonable security and access measures and restricting its disclosure to key personnel. We reserve the right to require that any employee, agent, or independent contractor that you hire execute a non-disclosure agreement to protect the Confidential Information. We reserve the right to regulate the form of non-disclosure agreement that you use and to be a third-party beneficiary of those agreements with independent enforcement rights. You acknowledge that any form of non-disclosure agreement that we require you to use, provide to you, or regulate the terms of, may or may not be enforceable in a particular jurisdiction. You agree that you are solely responsible for obtaining your own professional advice with respect to the adequacy of the terms and provisions of any confidentiality agreement that your employees, agents, and independent contractors sign.
Confidential Information does not include Restricted Data (as defined in Section 8.M), nor does it include information, knowledge, or know-how which you can demonstrate lawfully came to your attention before we provided it to you directly or indirectly; which, at the time we disclosed it to you, already had lawfully become generally known through publication or communication by others (without violating an obligation to us or our affiliates); or which, after we disclose it to you, lawfully becomes generally known through publication or communication by others (without violating an obligation to us or our affiliates). However, if we include any matter in Confidential Information, anyone who claims that it is not Confidential Information must prove that one of the exclusions provided in this paragraph is fulfilled.
Source: Item 22 — CONTRACTS (FDD page 84)
What This Means (2025 FDD)
According to Sonesta Select Sonesta Essential's 2025 Franchise Disclosure Document, franchisees are restricted in their ability to copy Confidential Information. The document states that all Confidential Information furnished to the franchisee, whether orally or in writing, is deemed proprietary and must be held in strict confidence. Franchisees are explicitly prohibited from copying, disclosing, revealing, or sharing this information with any other person, with limited exceptions.
The exceptions to this restriction include disclosures to employees or contractors who need to know the Confidential Information for the purposes of the Franchise Agreement. However, even these individuals must be under a duty of confidentiality that is no less restrictive than the franchisee's obligations. Additionally, disclosure is permitted to individuals or entities specifically authorized by Sonesta Select Sonesta Essential in advance. The Confidential Information cannot be used in connection with any other business or capacity outside of the franchise agreement.
Sonesta Select Sonesta Essential franchisees do not acquire any interest in the Confidential Information beyond the right to use it as specified by Sonesta Select Sonesta Essential for operating their hotel during the term of the agreement. Franchisees must implement reasonable procedures to prevent unauthorized access, use, or disclosure of Confidential Information, including establishing security and access measures and restricting disclosure to key personnel. Sonesta Select Sonesta Essential reserves the right to require employees, agents, or independent contractors hired by the franchisee to execute a non-disclosure agreement to protect the Confidential Information and can regulate the form of such agreements and be a third-party beneficiary with independent enforcement rights.
Certain information is excluded from the definition of Confidential Information, such as Restricted Data or information that the franchisee can demonstrate lawfully came to their attention before Sonesta Select Sonesta Essential provided it, or information that was already publicly known. However, the burden of proof lies with the franchisee to demonstrate that any of these exclusions apply. This clause highlights the importance of franchisees understanding their obligations regarding Confidential Information and implementing appropriate safeguards to protect it.