Sourcing Academy

Confidentiality

A Legal Perspective to Understanding Confidentiality in Hotel Contracts

Learn what this clause means and gain insight into the legal perspective from both the group and the hotel side of the contracting process.

Barbara Dunn (representing Groups) Partner at Barnes & Thornburg, LLP

Lisa Sommer Devlin (representing Hotels) Devlin Law Firm, P.C.

Customers and consumers are increasingly concerned about data privacy and confidentiality in general.
Often, a “generic” clause is used to require the hotel to treat everything about the event as confidential. A “one size fits all” clause is not the answer.
Instead, focus on the specific confidentiality issues for the event as well as how the parties can work together to achieve the particular confidentiality goal.

Customers should consider including confidentiality language if there are particular requirements for their meeting.
Ideally, Customers should address these confidentiality requirements in the RFP.
Customer should do everything it can on its end to maintain confidentiality – reminding meeting attendees, not distributing documents electronically, having a paper shredder in the room
Customer should ensure that there is not a need for banquet staff to come in/out of the room for meal functions during discussion of confidential items
Customer should interface with the hotel’s management and security with any special details needed for speakers and VIPs
Items for customer to consider when reviewing/drafting a confidentiality clause:
- Keep it confidential that it is having its meeting at the hotel
- Limit access to meeting and function space
- Secure/re-keying for meeting space to ensure limited access
- Require hotel’s assistance with special security needs such as for speakers and VIPs
- Special equiment needed in meeting and function space such as paper shredder
- Determine whether any other groups are meeting at the hotel over the dates and, if so, the identity of the groups (unless the hotel is prohibited from such disclosure by the other group)
Less is more when it comes to the clause – better to manage confidentiality through internal and practical procedures rather than shifting the burden to the hotel

Hotels host thousands of events annually and provide the same services regardless of meeting content.
Hotels do not want or need confidential information from customers to host an event, and do not want to be legally responsible for such information so will resist confidentiality clauses.
The group must clearly define what is confidential and what is not confidential.
The group should determine what information it wants to protect:
- Fact that group is having a meeting at a hotel?
- Are trade secrets being discussed/displayed during meetings?
- Identity of speakers or attendees at event?
Then negotiate specific actions that parties will take to protect it:
- Agreement not to post information about group’s event in the hotel
- Use meeting space on one floor with limited access or remote area of hotel
- Protections to keep meeting content private like security outside door, staff not in room during presentations, shredders for written information
- Special security procedures to protect VIP speakers or attendees like entering through the service entrance, limiting staff who interact with VIPs, and having staff sign a confidentiality agreement