Business Inn Document

BUSINESS INN DOCUMENT

This Business Inn Document (the "Agreement") is made and entered into as of Effective Date: by and between:

Recitals

WHEREAS, Client operates or manages an inn, lodging facility or related hospitality business and requires certain business services to support operations, marketing, and guest services; and

WHEREAS, Service Provider represents that it has the experience and capacity to provide the services described in this Agreement and is willing to provide such services to Client on the terms set forth below; and

WHEREAS, the parties desire to set forth their agreements and obligations with respect to the services to be provided.

Scope of Work

The Service Provider shall perform the services described above in a professional and workmanlike manner in accordance with industry standards. Changes to the Scope of Work will be effective only if agreed to in writing and signed by authorized representatives of both parties.

Payment Terms

If any undisputed amount due under this Agreement is not paid within days after the due date, the outstanding balance shall accrue interest at the lesser of: % per month, or the maximum rate permitted by applicable law. In addition, the Service Provider may suspend performance if amounts due remain unpaid following written notice and the expiration of the notice period.

Term and Termination

This Agreement commences on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience by providing the other party with written notice at least days in advance. Either party may terminate immediately for material breach by the other party if such breach is not cured within thirty (30) days after written notice describing the breach. Upon termination, Client shall pay Service Provider for all services performed and reimbursable expenses incurred through the effective date of termination.

Confidentiality

"Confidential Information" means any non-public, proprietary or business information disclosed by one party to the other in connection with this Agreement, whether oral, written, electronic or otherwise, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that is (a) lawfully in the receiving party's possession prior to disclosure; (b) publicly known through no fault of the receiving party; (c) rightfully received from a third party without breach of an obligation of confidentiality; or (d) independently developed without use of the disclosing party's Confidential Information.

The receiving party shall: (i) use Confidential Information solely for performance of this Agreement; (ii) restrict disclosure to those employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (iii) take reasonable measures to protect Confidential Information from unauthorized use or disclosure. The obligations of confidentiality shall survive termination of this Agreement for a period of years, except with respect to trade secrets, in which case confidentiality shall continue for as long as the information remains a trade secret under applicable law.

Notwithstanding the foregoing, a receiving party may disclose Confidential Information to the extent compelled by law, provided that the receiving party provides prompt written notice to the disclosing party and reasonably assists the disclosing party in seeking a protective order or other appropriate remedy.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence or willful misconduct in performing its obligations under this Agreement. Except for liability arising from a party's gross negligence, willful misconduct, breach of confidentiality or indemnification obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The total aggregate liability of either party for any claim arising under this Agreement shall not exceed the total fees paid or payable to the Service Provider under this Agreement during the twelve (12) month period preceding the claim.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail, or overnight courier, and shall be effective upon receipt.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice-of-law principles. The parties agree to first seek resolution of disputes through good faith negotiation. If unresolved, disputes shall be submitted to binding arbitration in the governing state in accordance with the arbitration rules then in effect and judgment on the award may be entered in any court of competent jurisdiction.

Entire Agreement; Amendments

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the complete and exclusive statement of the agreement between the parties and supersedes all prior oral or written proposals, agreements, and understandings relating to the subject matter hereof. Any amendment or modification must be in writing signed by authorized representatives of both parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect and the invalid or unenforceable provision will be replaced by a valid and enforceable provision that most closely effects the parties' intent.

Sign Now