What is included in The Standardx's definition of 'Confidential Information'?
The_Standardx Franchise · 2025 FDDAnswer from 2025 FDD Document
Hotel; (10) graphic designs and related intellectual property; and (11) any negotiated provisions of the Franchise Agreement and any other agreements we sign with you.
Confidential Information is proprietary and includes our and our affiliate's trade secrets. You (a) must not use (or allow your affiliates to use) Confidential Information in any other business or capacity; (b) must keep confidential each item that is a part of Confidential Information, both during and after the Franchise Agreement's term (afterward for as long as the item is not generally known in the hotel industry); (c) must not make unauthorized copies of any Confidential Information disclosed via electronic medium or in written or other tangible form; and (d) must adopt and implement reasonable procedures that we periodically specify to prevent unauthorized use or disclosure of Confidential Information.
Confidential Information does not include information, knowledge, or know-how that you can demonstrate lawfully came to your attention before we or our affiliate provided it to you or your affiliate directly or indirectly; that, at the time we or our affiliate disclosed it to you, already had lawfully become generally known in the hotel industry through publication or communication by others (without violating an obligation to us or our affiliate); or that, after we or our affiliate disclose it to you, lawfully becomes generally known in the hotel industry through publication or communication by others (without violating an obligation to us or our affiliate). However, if we include any matter in Confidential Information, anyone who claims that it is not Confidential Information must prove that one of these exclusions is satisfied.
All Guest Information is our property and part of Confidential Information. "Guest Information" means information and data relating to or derived from the Hotel's guests and other customers during the Franchise Agreement's term, whether obtained from the guest or customer or from any other source, including names, preferences, and other information about the guests' or customers' experiences and/or purchases, and including information stored in or provided to the CRS or the Hotel's property management system. We have the right periodically during the Franchise Agreement's term, without notice to you, to access the Hotel's property management system and other computer systems to retrieve Guest Information. We and our affiliates may use,
and allow others to use, the Guest Information in any manner that we deem appropriate (subject to applicable law).
You may use the Guest Information, and certain other information and data relating to guests and customers of other Brand Hotels and/or other Hyatt Network Hotels that we periodically specify, during the Franchise Agreement's term only to market to and provide services to the Hotel's guests and potential guests in compliance with the System Standards and all applicable laws, rules and regulations. You must ensure that your affiliates may not access, and neither you nor any of your affiliates may use, any of that Guest Information or that other information or data in any other business or capacity. However, following the Franchise Agreement's expiration or termination, , you may use, and allow your affiliates and others to use, any Guest Information that was generated at the Hotel (and that we or our affiliate did not supply to the Hotel) during the guest's stay at the Hotel and stored in the Hotel's property management system database in any manner that you deem appropriate (subject to applicable law) at your own risk, if you comply, and ensure that any recipients of that Guest Information from you comply, with our then current policies and procedures regarding the collection, storage, use, processing and transfer of personal and/or financial data. If there is an actual or suspected breach of security or unauthorized access of Guest Information or other information from the Hotel's property management system or other computer system database, you must notify us promptly and we may require you to use a third party supplier we designate, at your sole cost and expense, to review and if necessary, remediate that breach or unauthorized access.
Source: Item 14 — PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION (FDD pages 68–71)
What This Means (2025 FDD)
According to The Standardx's 2025 Franchise Disclosure Document, Confidential Information encompasses a wide array of proprietary details crucial to the brand's operation and development. This includes trade secrets belonging to The Standardx and its affiliates. Franchisees are explicitly prohibited from using this information in any business outside of The Standardx franchise agreement, and they must maintain its confidentiality both during and after the agreement's term, as long as the information remains non-public within the hotel industry. Unauthorized copying of Confidential Information, whether in electronic or written form, is strictly forbidden, and franchisees must implement procedures to prevent any unauthorized use or disclosure. Guest Information is explicitly included as part of Confidential Information. Guest Information includes data relating to hotel guests and customers, including names, preferences, and purchase history. The Standardx retains the right to access the hotel's property management system to retrieve Guest Information.
The Standardx's definition of Confidential Information extends to various aspects of the hotel's operations. This includes site selection criteria, the design and construction of Brand Hotels, training and operations materials, methods, formats, specifications, standards, systems, procedures, sales and marketing techniques, and knowledge used in developing and operating Brand Hotels. It also covers marketing, advertising, and promotional programs, as well as Guest Information and data related to guests and customers of other Brand Hotels. Knowledge of specifications for suppliers of FF&E (furniture, fixtures, and equipment) uniquely identified with Brand Hotels, any part of the Technology System, computer software, digital passwords, source code, data, reports, and printed materials generated by the software are also considered Confidential Information. Furthermore, the operating results and financial performance of Brand Hotels (excluding the franchisee's own hotel), graphic designs, related intellectual property, and any negotiated provisions of the Franchise Agreement are included.
However, the FDD also specifies exclusions to what is considered Confidential Information. Information that a franchisee can demonstrate was already lawfully known to them before The Standardx disclosed it, or information that was already generally known in the hotel industry through legitimate means, is not considered confidential. Similarly, information that becomes generally known in the hotel industry after disclosure, without violating any obligations to The Standardx, is also excluded. However, the burden of proof lies with the franchisee to demonstrate that any of these exclusions apply. This comprehensive definition and the associated obligations highlight the importance The Standardx places on protecting its proprietary information and maintaining a competitive edge in the hotel industry.