Are Sonesta Simply Suites franchisees allowed to copy Confidential Information?
Sonesta_Simply_Suites 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 pages 79–80)
What This Means (2025 FDD)
According to Sonesta Simply Suites' 2025 Franchise Disclosure Document, franchisees are generally prohibited from copying Confidential Information. The FDD specifies that all Confidential Information furnished by Sonesta Simply Suites, whether orally or in writing, is deemed proprietary and must be held in strict confidence. Franchisees are not allowed to copy, disclose, reveal, or share this information with any other person, except under specific conditions.
Exceptions exist for employees or contractors who need to know the Confidential Information for the purposes of the Franchise Agreement, provided they are under a duty of confidentiality no less restrictive than the franchisee's obligations. Disclosure is also permitted to individuals or entities specifically authorized by Sonesta Simply Suites in advance. The franchisee's right to use Confidential Information is limited to operating their hotel during the term of the agreement, and they do not acquire any other interest in it.
To prevent unauthorized access, use, or disclosure, franchisees must implement reasonable procedures, including establishing security and access measures and restricting disclosure to key personnel. Sonesta Simply Suites 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, retaining third-party beneficiary 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 Simply Suites provided it, or that was already publicly known. However, the burden of proof lies with anyone claiming that specific information designated as Confidential Information falls under these exclusions.