What is considered 'Confidential Information' for a Springhill Suites By Marriott franchise?
Springhill_Suites_By_Marriott Franchise · 2025 FDDAnswer from 2025 FDD Document
We claim proprietary rights in, and you will have certain obligations to maintain the confidentiality of, the following information (collectively, "Confidential Information") all standards and documents created for or approved for use in the SpringHill Suites by Marriott system or in the operation of the hotel; the negotiated terms in your franchise agreement; all software, including data and information processed or stored using the software, and accompanying documentation; any customer lists or other customer information (including names, email addresses, postal addresses, phone numbers, credit card numbers, preferences, etc.); information in our loyalty programs; and any other confidential or proprietary information, knowledge, or know-how concerning the SpringHill Suites by Marriott system or the operation of the hotel that may be communicated or provided to you or of which you may be apprised, by virtue of your ownership or operation of the hotel under the franchise agreement. You must not, without our prior consent, copy, reproduce, or make available to anyone, or use for any purpose other than operation of your hotel under our franchise agreement, any of the Confidential Information. You may divulge Confidential Information only to your employees or agents who require access to it to operate the hotel and only after they are advised that such information is confidential and that they are obligated to maintain its confidentiality. The Confidential Information has commercial value. We and our affiliates have taken reasonable measures to maintain its confidentiality. Accordingly, the Confidential Information is proprietary and a trade secret of ours and our affiliates. Your obligations to maintain the confidentiality of Confidential Information will extend beyond the expiration or termination of the franchise agreement and you will be liable for any breaches of such obligations by your employees and agents. These confidentiality provisions will also apply to your residences.
Confidential Information may exist in any medium including documents, computer files, voicemail, email, and other digital media and oral information. "Personally Identifiable Information" is a special category of Confidential Information that includes any information that can be associated with or traced to an individual, such as the individual's name, address, telephone number, email address, credit card information, driver's license number, passport number, or other similar specific factual information.
Source: Item 14 — PATENTS, COPYRIGHTS, AND PROPRIETARY INFORMATION (FDD pages 104–107)
What This Means (2025 FDD)
According to Springhill Suites By Marriott's 2025 Franchise Disclosure Document, 'Confidential Information' encompasses a wide array of proprietary data and materials critical to the brand's operations and standards. This includes all standards and documents created or approved for use within the SpringHill Suites by Marriott system, as well as the specific terms negotiated in the franchise agreement itself. Software, including its data, information, and accompanying documentation, is also considered confidential. Customer-related information, such as customer lists, email addresses, postal addresses, phone numbers, credit card numbers, and preferences, falls under this umbrella, as does information related to Marriott's loyalty programs. Any other confidential or proprietary information, knowledge, or know-how concerning the SpringHill Suites by Marriott system or the operation of the hotel, which is communicated to the franchisee, is also protected.
Springhill Suites By Marriott places significant emphasis on maintaining the confidentiality of this information, requiring franchisees to protect it from unauthorized access, copying, or use. Franchisees are only permitted to share Confidential Information with employees or agents who need it to operate the hotel, and only after advising them of its confidential nature and their obligation to maintain it. The FDD highlights the commercial value of this information and the measures Springhill Suites By Marriott and its affiliates take to protect it, underscoring its status as a trade secret. The franchisee's confidentiality obligations extend beyond the termination of the franchise agreement, and they are liable for any breaches by their employees or agents, even at their residences.
Furthermore, the 2025 Springhill Suites By Marriott FDD specifies that Confidential Information can exist in various forms, including documents, computer files, voicemail, email, other digital media, and oral communications. 'Personally Identifiable Information' is highlighted as a special category within Confidential Information, including data that can be traced back to an individual, such as names, addresses, phone numbers, email addresses, credit card information, and identification numbers. Franchisees must implement reasonable security measures to protect computer systems and Confidential Information from loss, misuse, and unauthorized access, complying with data protection laws and credit card association rules. In the event of a security breach involving Personally Identifiable Information, franchisees must adhere to data breach notification laws and Springhill Suites By Marriott's standards, including providing credit monitoring for affected individuals and reimbursing Springhill Suites By Marriott for associated costs.