Business Villa Document

BUSINESS VILLA AGREEMENT

This Business Villa Agreement (the Agreement) is entered into as of by and between Party A Name: and Party B Name: .

Recitals

WHEREAS, Party A operates, manages, markets or provides hospitality and management services in relation to high-end residential villa properties and has experience in villa operations and guest relations;

WHEREAS, Party B is the legal owner or authorized manager of the villa property identified as Villa Name: , located at ;

WHEREAS, the parties desire to set forth the terms under which Party A will provide management, marketing, reservation, maintenance and other services for the villa on the terms and conditions set forth below.

Scope of Work

Party A shall perform the services described below in a professional manner consistent with industry standards. Services may include but are not limited to guest bookings, check-in/check-out coordination, on-site management, maintenance coordination, procurement of supplies, marketing and listing management.

Payment Terms

In consideration for the services, Party B shall pay Party A the fees described in this section. All payments shall be made in lawful currency of the United States unless otherwise agreed in writing.

Any undisputed amounts not paid within the period specified above shall accrue a late fee of per month (prorated) on the outstanding balance, and Party A may suspend services after five (5) days' written notice until payment is made. Party B shall also be responsible for reasonable collection costs and attorneys' fees for enforcement of payment obligations.

Term and Termination

The term of this Agreement shall commence on and continue until unless earlier terminated in accordance with this Agreement.

Confidentiality

Each party (a Receiving Party) shall keep confidential all non-public information disclosed by the other party (the Disclosing Party) in connection with this Agreement, including guest lists, pricing, proprietary operating procedures, financial terms and sensitive vendor information (collectively, Confidential Information). Confidential Information shall not include information that: (a) is or becomes publicly known through no breach; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law, provided the Receiving Party gives prompt notice and cooperates with the Disclosing Party to seek confidential treatment or protective measures.

The Receiving Party shall use Confidential Information only for the performance of this Agreement and shall take reasonable measures to protect the confidentiality of such information, not less than those it uses to protect its own confidential materials of similar importance.

Indemnification; Limitation of Liability

Each party shall indemnify, defend and hold harmless the other from claims, damages or losses arising out of its negligent acts or willful misconduct in performing its obligations under this Agreement. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO PARTY A UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

Entire Agreement; Amendment

This Agreement, together with any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Additional Provisions

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Party A may assign to an affiliated entity if such entity assumes Party A's obligations in writing.

Notices: All notices required or permitted shall be in writing and delivered to the addresses set forth below or to such other address as a party designates by notice in accordance with this section.

Party Information

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