Does the text specify any procedures for terminating The Standardx Confidentiality Agreement?
The_Standardx Franchise · 2025 FDDAnswer from 2025 FDD Document
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.
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; provided, however, that notwithstanding the termination of this Agreement, the confidentiality obligations of the Company with respect to a Hyatt Trade Secret shall continue until the later of (i) five (5) years from the date of this Agreement, and (ii) until such time that Hyatt has provided notice that the Hyatt Trade Secret is no longer deemed by Hyatt to be a trade secret.
-
- [Indemnity.
Company acknowledges and agrees that it presented the Property and Business to Hyatt and initiated all discussions with Hyatt surrounding the Property and Business.
Company agrees to indemnify, defend and hold harmless Hyatt for, from and against any and all Claims.
For purposes of this Agreement, "Claims" shall mean any and all claims, demands, actions, penalties, suits and liabilities, in connection with, arising from, or for any reason related to (i) negotiations relating to the Property or Business in violation of any existing management or similar agreement relating to the branding, operation or use of the Property (the "Existing Agreements") and/or (ii) the termination of the Existing Agreements, as a result of any such negotiations.]
Remedies and Waiver.
The parties hereby acknowledge the importance of complying with the provisions of this Agreement.
Therefore, the parties agree that money damages, which the parties agree would be substantial, would not be a sufficient remedy for any breach of this Agreement, and a party shall be entitled, in addition to money damages, to specific performance and injunctive relief and any other appropriate equitable remedies for any such breach.
The party at fault agrees not to oppose the granting of equitable relief on grounds that damages are sufficient, and agrees not to require that the other party prove that damages are insufficient in order to obtain equitable relief or the posting of a bond.
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 confidentiality agreement outlines specific procedures for its termination. The obligations within the agreement terminate upon the execution of definitive agreements between the involved parties concerning the transaction or two years from the agreement's date, whichever comes first. However, the confidentiality obligations regarding a Hyatt Trade Secret extend until the later of (i) five years from the agreement date, or (ii) until Hyatt provides notice that the Trade Secret is no longer considered a trade secret.
Furthermore, each party is required to immediately destroy all Confidential Information and any copies or summaries, either upon the termination of discussions between the Company and Hyatt regarding the Project or upon written request from the disclosing party. There are exceptions allowing the receiving party and its representatives to retain one copy of Confidential Information if required by law, regulation, legal process, internal compliance, or document retention policies, or if the return or destruction of digital media is not practically feasible.
Additionally, the receiving party must provide the disclosing party with a certification from a duly authorized officer confirming that the requirements of this provision have been fully satisfied. This certification ensures that the destruction or retention of confidential information is properly supervised and documented, providing an additional layer of accountability and compliance.