Is Sonesta Simply Suites a third-party beneficiary of non-disclosure agreements with a franchisee's independent contractors?
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.
Source: Item 22 — CONTRACTS (FDD pages 79–80)
What This Means (2025 FDD)
According to the 2025 Sonesta Simply Suites Franchise Disclosure Document, Sonesta Simply Suites has the right to be a third-party beneficiary of non-disclosure agreements that a franchisee enters into with their independent contractors. This applies to agreements designed to protect Sonesta Simply Suites' confidential information. Sonesta Simply Suites also reserves the right to regulate the form of the non-disclosure agreement that the franchisee uses.
This means that Sonesta Simply Suites can directly enforce the terms of these confidentiality agreements against the franchisee's independent contractors, providing an additional layer of protection for its proprietary information. The franchisee is still responsible for obtaining their own professional advice regarding the adequacy of the confidentiality agreement's terms.
It is important to note that the enforceability of any non-disclosure agreement that Sonesta Simply Suites requires the franchisee to use, provide, or regulate the terms of, may vary by jurisdiction. The franchisee bears the responsibility of ensuring the agreement's compliance with applicable laws and regulations. This clause aims to protect the franchisor's confidential information and trade secrets by ensuring that those who have access to it are bound by a duty of confidentiality enforceable by Sonesta Simply Suites.