What is included in Sonesta Select Sonesta Essential's definition of 'Confidential Information'?
Sonesta_Select_Sonesta_Essential Franchise · 2025 FDDAnswer from 2025 FDD Document
We grant you the right to use our Confidential Information. Our "Confidential Information" includes: site selection criteria; training and operations materials and manuals, including the Brand Manual; the Brand Standards and other methods, formats, specifications, standards, systems, procedures, techniques, sales and marketing techniques, knowledge, and experience used in developing, promoting, and operating Brand Hotels; market research, promotional, marketing and advertising programs for Brand Hotels; knowledge of specifications for, and suppliers of FF&E, products and supplies; any Computer System, computer software, or similar technology which is proprietary to us or our affiliates, including digital passwords and identifications and any source code of, and data, reports, and other printed materials generated by, the software or similar technology; knowledge of the operating results and financial performance of Brand Hotels, other than your Hotel; and customer data. You must treat the Confidential Information as confidential. You must adopt and implement all reasonable procedures we may periodically establish to prevent unauthorized access, use or disclosure of the Confidential Information, including by establishing reasonable security and access measures and restricting disclosure to key employees and using non-disclosure clauses in agreements with employees, agents and independent contractors who have access to the Confidential Information. You must comply with our requirements concerning confidentiality of the Confidential Information. You may not copy or distribute any part of the Confidential Information, including the Brand Manual, to anyone except your employees or contractors who have a need to know such Confidential Information to operate your Hotel. You must promptly notify us, in writing, when you learn of any unauthorized use of our Confidential Information. We will respond as we think appropriate.
Source: Item 14 — PATENTS, COPYRIGHTS, AND PROPRIETARY INFORMATION (FDD pages 68–69)
What This Means (2025 FDD)
According to Sonesta Select Sonesta Essential's 2025 Franchise Disclosure Document, Confidential Information encompasses a wide array of proprietary details crucial to the operation and success of Brand Hotels. This includes site selection criteria, training and operations manuals (including the Brand Manual), Brand Standards, methods, formats, specifications, systems, procedures, techniques, sales and marketing strategies, and the knowledge and experience used in developing, promoting, and operating Brand Hotels. Franchisees gain the right to utilize this information but must maintain its confidentiality.
Sonesta Select Sonesta Essential's definition extends to market research, promotional, marketing, and advertising programs, as well as knowledge of specifications for FF&E (furniture, fixtures, and equipment), product suppliers, and supplies. It also covers any Computer System, proprietary computer software, digital passwords, identifications, source code, data, reports, and printed materials generated by the software. This ensures that franchisees are equipped with the necessary tools and knowledge while protecting Sonesta Select Sonesta Essential's competitive advantage.
Furthermore, the definition includes knowledge of the operating results and financial performance of Brand Hotels (excluding the franchisee's own hotel) and customer data. Franchisees are obligated to treat all Confidential Information as confidential, implementing reasonable procedures to prevent unauthorized access, use, or disclosure. This includes establishing security measures, restricting disclosure to key employees, and using non-disclosure agreements with employees, agents, and independent contractors. Franchisees must also promptly notify Sonesta Select Sonesta Essential of any unauthorized use of Confidential Information.
However, the FDD also specifies exclusions from the definition of Confidential Information. It does not include 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 without violating any obligations to Sonesta Select Sonesta Essential. This ensures that franchisees are not unduly restricted from using information they already rightfully possess or that is generally available to the public.