What rights does a Sonesta Simply Suites franchisee acquire in the 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's 2025 Franchise Disclosure Document, a franchisee does not acquire an ownership interest in the confidential information provided by the franchisor. Instead, the franchisee obtains a limited right to use the confidential information solely for operating their Sonesta Simply Suites hotel during the term of the franchise agreement. This means the franchisee can utilize the information as specified by Sonesta Simply Suites to run the hotel, but they cannot use it for any other business or capacity.
The franchisee is obligated to maintain strict confidentiality regarding the information, preventing its disclosure to unauthorized parties. Disclosure is permitted only to employees or contractors who need the information to fulfill the franchise agreement's purposes, provided they are also bound by confidentiality duties at least as restrictive as the franchisee's. Sonesta Simply Suites retains the right to mandate non-disclosure agreements for the franchisee's personnel and to regulate the form of these agreements.
Certain information is excluded from the definition of Confidential Information. This includes data that the franchisee already possessed lawfully, information that was publicly known at the time of disclosure, or information that later becomes publicly known without any breach of obligation by the franchisee. However, the burden of proof lies with the franchisee to demonstrate that any of these exclusions apply. The franchisee is also responsible for seeking professional advice to ensure that any confidentiality agreements used with their staff are legally sound and enforceable in their jurisdiction.