Does the text outline any specific obligations related to The Standardx Confidentiality Agreement?
The_Standardx Franchise · 2025 FDDAnswer from 2025 FDD Document
he financial terms of this Agreement, product and business plans, unpublished financial information, trade secrets, know-how and information regarding processes, information regarding customers, information concerning both successful and unsuccessful tests and ideas and technologies, and any reports, materials, program materials, software, flowcharts, notes, outlines and the like, used, created or developed by Hyatt or its affiliates in connection herewith ("Work Product") shall be deemed to be the confidential and proprietary information ("Confidential Information") of the Disclosing Party. The Receiving Party agrees (i) to hold all Confidential Information in strict confidence; (ii) to disclose Confidential Information only to employees of the Receiving Party who have a need to know such Confidential Information and who are advised to hold such Confidential Information in strict confidence; and (iii) not to copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give or disclose such Confidential Information to third parties, or to use such Confidential Information for any purposes whatsoever other than in connection with the Receiving Party's performance under this Agreement. Notwithstanding anything in this Agreement, the Receiving Party shall not copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give or disclose the Disclosing Party's Confidential Information to a competitor of the Disclosing Party without the prior written consent of the Disclosing Party. In addition, Owner acknowledges it does not have right, title, interest or copyright in any Work Product or Hyatt Confidential Information, nor any license to use, sell, exploit, copy or further develop such Work Product or Confidential Information. This provision will survive the expiration or earlier termination of this Agreement.
- b. Confidential Information shall exclude all information, which (a) is at the time of disclosure, or thereafter becomes, a part of the public domain through no act or omission of the other party, its employees or agents; (b) was in the other party's possession as shown
by written records prior to the disclosure and had not been obtained by such party either directly or indirectly from the Disclosing Party; (c) is hereafter disclosed to the other party by a third party who did not acquire the information directly or indirectly from the Disclosing Party hereunder; or (d) was independently developed by the other party without use of the Confidential Information, as evidenced by written records.
7. Compliance with Laws.
In performing the Services, Hyatt will, at its expense, fully comply with all applicable federal, state and/or local laws, rules, regulations and ordinances.
8. Insurance.
Owner shall maintain insurance as set forth in the Franchise Agreement. To the extent the Franchise Agreement does not address Owner's insurance obligations, Owner shall procure and at all times during the term of this Agreement maintain such insurance covering the risks, in the amounts, and with the deductibles, retentions and other provisions, as reasonably designated by Hyatt from time to time for recipients of the Services, including but not limited to advertising liability and contractual liability coverage in a minimum amount of $2,000,000.00 per occurrence or the then-current minimum coverage amount designated by Hyatt. All insurance must by endorsement specifically name Hyatt and its Affiliates (and Hyatt's and their employees and agents) as additional insureds.
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, the agreement outlines several obligations for the receiving party regarding confidential information. The receiving party must hold all Confidential Information in strict confidence and disclose it only to employees who need to know the information and are advised to keep it confidential. The receiving party is prohibited from copying, reproducing, selling, assigning, licensing, marketing, transferring, or disclosing the Confidential Information to third parties, or using it for any purpose other than their performance under the agreement.
Specifically, the receiving party cannot disclose The Standardx's Confidential Information to a competitor without prior written consent. The franchisee acknowledges that they do not have any rights to The Standardx's Work Product or Confidential Information, including the right to use, sell, copy, or develop it. These confidentiality provisions remain in effect even after the agreement expires or is terminated.
The receiving party must also provide a certification from a duly authorized officer confirming that they have fully complied with the confidentiality requirements. The obligations outlined in the agreement terminate upon the execution of definitive agreements between the parties or two years from the agreement's date, whichever comes first. However, the confidentiality obligations regarding The Standardx's Trade Secrets continue for five years from the agreement's date or until The Standardx notifies the company that the Trade Secret is no longer deemed a trade secret.
These obligations are typical in franchise agreements to protect the franchisor's proprietary information and maintain a competitive advantage. A prospective The Standardx franchisee should carefully review these confidentiality obligations to understand the scope of information considered confidential and the restrictions on its use and disclosure. Failure to comply with these obligations could result in legal action and financial penalties.