For The Standardx, what is the permitted use of Confidential Information by the receiving party?
The_Standardx Franchise · 2025 FDDAnswer from 2025 FDD Document
Representatives to maintain the confidentiality of the Confidential Information. Receiving party shall be liable for a breach of this Agreement by its Representatives; provided, however, the receiving party shall not be responsible for any breach of this Agreement by a Representative that has executed a separate confidentiality agreement with the disclosing party with respect to the Transaction.
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- Ownership of Confidential Information. All Confidential Information disclosed by a disclosing party, directly or indirectly, shall remain the exclusive property of such party. Further, the disclosing party does not grant any license or rights to any Confidential Information, trademark, trade name or trade secret to the other party.
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- No Representation or Warranty. The disclosing party does not (a) make any guarantee, warranty or representation whatsoever, expressed or implied, as to the accuracy or completeness of the Confidential Information, and (b) have any liability whatsoever to the receiving party relating to or resulting from the use of the Confidential Information or any errors therein or omissions therefrom. The receiving party agrees that it is not entitled to rely on the accuracy or completeness of any Confidential Information.
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- Destruction of Confidential Information by Company. Each of the parties shall immediately destroy all Confidential Information and all copies or summaries of Confidential Information at the earlier of (a) the termination of discussions between Company and Hyatt regarding the Project or (b) on the written request of the disclosing party. Notwithstanding the foregoing, receiving party and its Representatives may retain one copy of Confidential Information as may be required by (i) law, regulation or legal process, (ii) internal compliance or document retention policies, or (iii) with respect to digital media, such return or destruction is not practically feasible. Any Confidential Information so retained shall kept confidential in accordance with such party's policies and procedures it uses to protect and safeguard its own client confidential information. The receiving party shall also provide to the disclosing party a certification executed by a duly authorized officer who has supervised compliance with the foregoing indicating that the requirements of this provision have been satisfied in full.
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- Term. Except as otherwise set forth herein, the obligations set forth in this Agreement shall terminate upon the execution of definitive agreements between the parties with respect to the Transaction or two (2) years from the date of this Agreement, whichever occurs first;
Source: Item 18 — OTHER INCOME (LOSS), NET (FDD pages 187–399)
What This Means (2025 FDD)
According to The Standardx's 2025 Franchise Disclosure Document, a receiving party may only use Confidential Information for evaluation purposes with respect to the Property and the Business in relationship to the Transaction. The receiving party is permitted to disclose Confidential Information to its affiliates, related companies, partners, employees, directors, officers, legal counsel, accountants, prospective lenders, consultants, advisors, principals, and existing investors (collectively, the "Representatives") who have a need to know Confidential Information. However, the party sharing the Confidential Information must inform all such Representatives to maintain the confidentiality of the Confidential Information.
The receiving party will be held liable for any breach of the Confidentiality Agreement by its Representatives, unless a Representative has executed a separate confidentiality agreement with the disclosing party regarding the Transaction, in which case the receiving party is not responsible for that Representative's breach. All Confidential Information disclosed by a disclosing party remains the exclusive property of that party. The disclosing party does not grant any license or rights to any Confidential Information, trademark, trade name, or trade secret to the other party.
Each party must immediately destroy all Confidential Information and all copies or summaries of it at the earlier of (a) the termination of discussions between Company and Hyatt regarding the Project or (b) on the written request of the disclosing party. Despite this, the receiving party and its Representatives can retain one copy of Confidential Information if required by law, regulation, legal process, internal compliance, or document retention policies, or if destruction of digital media is not practically feasible. Any Confidential Information retained must be kept confidential according to the party's policies and procedures for protecting its own client confidential information. The receiving party must also provide a certification from a duly authorized officer confirming compliance with these requirements.