Hospitality Resorts Agreement

HOSPITALITY RESORTS AGREEMENT

This Hospitality Resorts Agreement ("Agreement") is entered into as of , (the Effective Date), by and between:

RECITALS

WHEREAS, Resort operates a hospitality resort offering lodging, food and beverage, event services, and guest amenities under the name ; and

WHEREAS, Provider has demonstrated experience and capability to perform hospitality operational services, staff training, event coordination, and related services at resort properties; and

WHEREAS, Resort and Provider desire to set forth the terms and conditions under which Provider will provide the services described in this Agreement.

SCOPE OF WORK

Provider shall furnish all labor, supervision, equipment and materials necessary to perform hospitality, guest services, facilities management and event-related services as set forth in this Agreement and any attached schedules. Services shall include, without limitation: front-desk operations, housekeeping oversight, food and beverage coordination, on-site event management, vendor supervision, guest concierge services, preventive maintenance scheduling, and staff training.

PAYMENT TERMS

Resort shall pay Provider the total contract amount specified below in consideration for the full and timely performance of Provider's obligations.

,

Unless otherwise agreed in writing, invoices are due and payable within days of invoice date. Late payments shall incur a late fee of % per month or the maximum rate permitted by law, whichever is less. Provider may suspend services if undisputed invoices remain unpaid thirty (30) days after notice.

All fees are exclusive of taxes, duties, and governmental assessments; Resort shall be responsible for such amounts, unless Provider is legally required to collect them.

TERM AND TERMINATION

This Agreement commences on , and continues until , unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure within days following written notice specifying the breach.

Termination shall not relieve Resort of its obligation to pay for services performed and expenses properly incurred through the effective date of termination, nor shall it limit Provider's right to seek damages for uncured breaches.

CONFIDENTIALITY

Each party (the Recipient) shall keep confidential all non-public information disclosed by the other party (the Discloser) 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"). Recipient shall not use Confidential Information except to perform its obligations under this Agreement and shall not disclose it to any third party except as permitted herein.

Confidential Information does not include information that: (a) is or becomes generally available to the public other than by a breach of this Agreement; (b) was known to Recipient without restriction at the time of disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by Recipient without use of the Discloser's Confidential Information.

INDEMNIFICATION AND INSURANCE

Provider shall indemnify, defend and hold harmless Resort and its officers, directors and employees from and against any third-party claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising out of Provider's negligence, willful misconduct or breach of this Agreement. Resort shall indemnify Provider for claims arising from Resort's negligence or willful misconduct.

Provider shall maintain commercial general liability insurance and, where applicable, workers' compensation and employer's liability coverage with limits customary for the services provided. Upon request, Provider shall furnish certificates of insurance evidencing such coverage.

LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence, willful misconduct or indemnification obligations, neither party shall be liable to the other for consequential, incidental, punitive or special damages, and each party's aggregate liability for claims arising under this Agreement shall not exceed the total fees paid by Resort to Provider in the twelve (12) months preceding the claim.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including any exhibits and schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous negotiations, proposals, representations and agreements, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets, provided the assignee assumes the assigning party's obligations under this Agreement.

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