Fill and Sign the Agreement Exchange Form

Agreement to Exchange Hotel Rewards Points and Hotel Platinum Status for Right of Guests of Hotel to Use Facilities of Heath Club Agreement made on the __________________ (date) , between ______________________ (Name of Hotel) , a corporation organized and existing under the laws of the state of ________________, with its principal office located at ______________________________________________________________________ (street address, city, state, zip code) , referred to herein as Hotel , and _______________________ (Name of Health Club) , a corporation organized and existing under the laws of the state of ______________, with its principal office located at ____________________________________________________________________ ________ (street address, city, state, zip code) , referred to herein Health Club. Whereas, Hotel desires to exchange __________ (Number) _______________ ______________ (Name of Hotel) Rewards Points and _________________________ (Name of Hotel) Platinum Status with Health Club in exchange the granting of a license which will allow the guests of Hotel to use the facilities of Health Club with all rights of a member of Health Club during their stay of said guests at Hotel; and Whereas, Health Club desires to make such exchange pursuant to the terms of the Agreement; Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Exchange A. Hotel does hereby assign to Health Club ________ (Number) _____________________ (Name of Hotel) Rewards Points and _____________________ (Name of Hotel) Platinum Status. B. Health Club does hereby grant to Hotel a license which will allow the guests of Hotel the right to use the facilities of Health Club with all rights of a member of Health Club during their stay as guests of Hotel. 2. Conditions of License A. Only guests staying at Hotel shall have the right to use the facilities of Health Club and only during their stay at Hotel. B. Guest of Hotel must present adequate proof of their staying at Hotel to Health Club prior to using said facilities. C. Guests of Hotel must abide by ALL policies, rules and regulations of the Health Club. D. Hotel guests must sign at time of their first visit any forms pertaining to release of liability, emergency contact information, etc., as required by Health Club. E. Only guests of Hotel will receive this privilege. Guests of guests of Hotel will not receive such privileges. 3. Termination of License This license shall terminate on _______________ (date) unless renewed by Health Club. 4. Severability The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. 5. No Waiver The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 6. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of ______________. 7. Notices Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. 8. Mandatory Arbitration Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. 9. Entire Agreement This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. 10. Modification of Agreement Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 11. Assignment of Rights The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. 12. Counterparts This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. 13. In this Agreement, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine. WITNESS our signatures as of the day and date first above stated. __________________________ __________________________ (Name of Hotel) (Name of Health Club) By:______________________________ By:_____________________________ ____________________________ ____________________________ (P rinted name & Office in Corporation) (P rinted name & Office in Corporation ____________________________ ____________________________ (Signature of Officer) (Signature of Officer)