THE NETWORK CONNECTION, INC. (TNCI)
INTERACTIVE GUEST SYSTEM SERVICE AGREEMENT
Brisbane Lodging LP
DBA Radisson Hotel
San Francisco Airport at Sierra Point
THIS Interactive Guest System Service Agreement, hereafter referred to as
"Agreement," is entered into by and between The Network Connection, Inc. (TNCi),
a Georgia corporation with principal offices at 000 X. 00xx Xxxxxx, Xxxxxxx, XX
00000, and the Hotel entity set forth in Exhibit A of this agreement, and its
successors and assigns, hereafter referred to as the "Hotel."
WHEREAS, TNCi is engaged in the business of providing interactive guest
services, such as on-demand movies and music videos, concierge information and
reservations, guest messaging, guest surveys, in-room folio review and express
check out, interactive shopping, interactive games, and promotion of hotel
events, restaurants, and stores, as well as other interactive services that may
be negotiated, such as Internet access via both the in-room TV and laptop
connectivity, hereafter referred to as "Interactive Programming," to hotels and
to time share resort properties and their guests on a pay-per-view or
pay-per-use basis, by means of a TNCi interactive guest system, hereafter
referred to as the "System." This System is supplied, maintained, and supported
by TNCi.
WHEREAS, in exchange for these services, TNCi shall receive revenues from the
Hotel for guest use of the Interactive Programming content.
WHEREAS, an agreement has been negotiated with the Hotel for the free-to-guest
premium and broadcast television channels provided by TNCi to be distributed
over the Hotel's Master Antenna Cable Television (MATV) System. TNCi will ensure
that the remote control equipment it provides will allow the guests to access
the free-to-guest premium and broadcast television channels that are provided by
TNCi and are available at the Hotel over the MATV system.
WHEREAS, the Hotel operates a lodging facility, consisting of private rooms and
suites, identified in Exhibit A and;
WHEREAS, the Hotel is equipped with a combination of a Category 3 and Category 5
cable network for installation of the interactive guest system and;
WHEREAS, TNCi desires to provide interactive, on-demand guest services on an
exclusive basis to the premises over a Category 5 cable network for viewing and
use by the Hotel's guests under the terms and conditions set forth below, and
the Hotel desires to receive TNCi interactive programming content;
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
promises hereinafter set forth, and for other good and valuable considerations,
the receipt and sufficiency of which is hereby acknowledged, the parties,
intending to be legally bound hereby, mutually agree as follows;
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1. TNCI INTERACTIVE GUEST SYSTEM
As used herein, the term "System" shall refer to an interactive guest
information and entertainment system designed by TNCi, whereby guests in
separate rooms at the Hotel may independently access, on demand, interactive
programming content on television receiving sets (TVs). On these same TVs, via
remote control devices provided by TNCi, guests will be able to access the
free-to-guest premium and broadcast television programs that are available at
the Hotel over the MATV system, which will be covered under this agreement. As
used in this Agreement, the term "Rooms" shall mean separate, private rooms and
suites in the Hotel which are customarily available for overnight sleeping
accommodations; a suite shall be considered one (1) Room. The System hosts a
specified number of pre-recorded movie and music video selections, along with
other interactive content described below. The System includes all necessary
server, computer, switching, and remote control equipment to deliver and access
the interactive guest services and to access the free-to-guest television
channels provided by the MATV system. The TNCi System does not include necessary
power, wiring, connections, or cooling facilities, which are to be provided by
Hotel. TNCi will provide engineering and specifications for necessary signal
wiring and distribution at no cost to Hotel.
2. AGREEMENT TERM
TNCi will design, construct and provide to Hotel a System for operation in the
number of Rooms of the Hotel, with on-demand access to the interactive guest
services selected by the Hotel. The date of contract commencement is that date
when the TNCi Interactive Guest System is first fully installed and operational.
It is termed the "commencement of term date."
This Agreement shall continue for an initial term of ________ (_) years from the
commencement of term date, unless terminated sooner pursuant to the provisions
of Section 3 or Section 14 and will automatically renew and extend for a
successive three (3) year additional term, unless at least (90) days prior to
the end of any respective termination date, including any extensions, either
party gives written notice to the other of its desire not to renew this
agreement. TNCi shall inform Hotel via certified mail 90 days prior to
expiration date.
If either party shall fail to perform any material obligation under this
Agreement, or there shall have occurred and be continuing an event of default
under any other written agreement between Hotel and TNCi, such failure or
default shall constitute a default hereunder if not remedied within thirty (30)
days, and within ten (10) days in the case of payment default following written
notice of such default to the defaulting party, the non defaulting party may
terminate this agreement.
In the event that the Hotel is a defaulting party and fails to cure any default
within the applicable period, TNCi shall be entitled, in addition to any and all
other available legal and/or equitable remedies, including specific performance,
the same being expressly reserved by TNCi to a system removal charge of $50 per
installed guest room. The system removal charge shall be additional to all other
legal damages sustained. The non defaulting party shall be entitled to recover
from the other its attorneys' fees, costs and expenses, including collection
agency fees incurred in enforcing this agreement or for a collection of the
amounts due and payable hereunder. Notwithstanding any provision to the
contrary, in no event shall either party be liable to the other or any of its or
their prospective employees, licensees, contractors, or Agents for
consequential, punitive or exemplary damages.
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3. INSTALLATION OF TNCI INTERACTIVE GUEST SYSTEM
3.1 Hotel shall permit TNCi personnel to conduct a technical inspection and
survey of the combined Category 3 and Category 5 cable network presently
installed at the Hotel to determine its adequacy and compatibility for
delivering broadband multimedia content, including digital video streaming, with
the TNCI system.
3.2 If it is determined that the combined Category 3 and Category 5 cable
network is adequate for installation of the System, TNCi will install System
under the terms and conditions identified in Exhibit B of the Agreement.
In the event TNCi determines that the combined Category 3 and Category 5 cable
network is inadequate for delivering broadband multimedia content, including
digital video streaming, TNCi will notify the Hotel in writing of all
deficiencies and will upgrade the combined Category 3 and Category 5 cable
network at the Hotel at no cost to the Hotel. TNCi shall retain the right to
withdraw from this agreement after completion of technical inspection and survey
provided at no cost by TNCi and prior to the commencement of installation.
Technical inspection and survey will be conducted within 14 days of execution of
this agreement.
After completion of the initial installation any modifications to said System
shall be made only by TNCi, but at Hotel's expense if the modifications are the
result of any action, modification, expansion or remodeling undertaken by the
Hotel. The planned expansion of the Hotel shall be upgraded during construction
in accordance with this section and the terms of this agreement shall apply to
said expansion.
3.3 Hotel will make available to TNCi a secure air-conditioned, non-public area
for its head-end equipment. The room shall provide at least 10 by 6 feet, with a
20 amp dedicated electrical circuit. Hotel shall also provide an appropriate
area near the cashier's desk for the installation of TNCi monitoring unit and
printer.
TNCi will begin installation of TNCi System on the Hotel premises as soon as
practical after TNCi's receipt and signed acceptance of the signed Agreement
from the Hotel and the completed combined Category 3 and Category 5 cable
network inspection. TNCi will use its best efforts to complete installation of
the System within 90 days. Installation will be completed and systems
operational prior to the opening of the hotel, July 1, 2000.
TNCi, at its expense, shall repair, restore and replace all portions of the
premises after installation of its equipment and restore the premises to its
original condition to the extent practical, reasonable wear and tear excluded.
TNCi shall, in the exercise of its obligations for installation, not
unreasonably interfere with the Hotel's operation.
3.4 TNCi shall install all equipment necessary to provide interactive guest
programming in all guest rooms, unless otherwise stated in this agreement.
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3.5 During the installation period, and during any subsequent visits requiring
extended on site activity, the Hotel shall provide complementary guest rooms as
necessary for TNCi personnel subject to occupancy permits and availability.
4. TNCI INTERACTIVE PROGRAMMING
TNCi agrees to provide interactive programming content for viewing and use in
the Hotel's guest rooms. This interactive programming content, which is defined
more fully in Exhibit B, includes on-demand movies and music videos, concierge
information and reservations, guest messaging, guest surveys, in-room folio
review and express check out, interactive shopping, interactive games, and
promotion of hotel events, restaurants, and stores.
4.1 TNCi will provide Hotel with its proprietary digital movie delivery System,
through which guests may select any movie, on-demand, from a collection of movie
titles, available 24 hours per day and which shall start immediately after
purchase. The movies in all cases shall be appropriate for viewing in a
first-class hotel and be current release Hollywood features. The movie
programming should be classified G, PG, PG-13 or R by the Motion Picture
Association of America. At its discretion, TNCi may offer independent adult
features.
4.2 TNCi may delete any programming at any point in time for legal or other
reasonable purposes and elect to substitute other programming at equal quality
or content.
4.3 TNCi may elect to provide special promotional programming or multimedia
advertisements and entertainment sponsors that maximize guest enjoyment of the
System and revenue sharing between TNCi and the Hotel.
5. OPERATION OF TNCI INTERACTIVE GUEST SYSTEM
During the term of this Agreement and any extension thereof, Hotel acknowledges
and agrees that all interactive content presented to guests and all associated
graphical components of the System shall remain under the exclusive control of
TNCi. Hotel shall assure the availability of TNCi programming to all guest rooms
at all times with the exception of guest requested blocking of specific
programming.
5.1 Hotel shall at no cost to TNCi provide electrical power and cooling
necessary to operate the TNCi System.
5.2 Hotel shall be responsible for posting to the guest invoices the billing
charges as reported by the TNCi system.
5.3 In addition to interactive promotional features inherent in the operation of
the System, TNCi will supply to Hotel, at no cost to the Hotel, suitable
advertising and promotional materials about interactive programming and other
guest services available through the TNCi System, as may be reasonably
determined by TNCi. Hotel shall ensure that such material is placed and
displayed in rooms at all times after Hotel approval of the materials.
5.4 TNCi shall supply to Hotel 110% of all the television remote control units
needed to operate the System in each room in the Hotel. In the event more spares
are needed, the Hotel agrees to purchase additional spares for $25 per unit.
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6. MAINTENANCE AND SUPPORT OF TNCI INTERACTIVE GUEST SYSTEM
TNCi will maintain the System in a reasonably satisfactory operational condition
and, subject to Section 6.3 hereof, make all necessary repairs or replacements
to maintain the System, provided, however, that TNCi shall not be responsible
for the loss or interruption of signals or data beyond the control of TNCi.
Moreover, should poor quality or loss of signals or data result from a fault of
the Hotel, TNCi will advise Hotel and at Hotel's expense promptly repair this
fault.
6.1 Hotel shall assign a "key person" to the day to day operation of the System.
6.2 The key person shall, at no cost to TNCi, replace any failed remote control
units with spare units provided. If a technical problem arises beyond the
replacement of in-room remote control units, the key person shall contact TNCi
within 12 hours of discovery. If necessary, TNCi will dispatch a technician to
make appropriate repairs.
6.3 Any repairs to the System made necessary by willful or grossly negligent
acts, including vandalism, by the Hotel, any of its employees, contractors,
agents, or guests will be performed by TNCi, provided the Hotel reimburses TNCi
for these costs.
7. TRAINING
TNCi will provide training information and training manuals to Hotel and will
make available to Hotel, TNCi training personnel as negotiated between the
parties. Initial training will be at no cost to the Hotel.
8. INTERCTIVE GUEST SYSTEM FEES
8.1 Hotel shall charge and collect in trust from its guests the programming fees
established by TNCi for the privilege of viewing or using the interactive
programming provided by TNCi.
The usage of the System subject to charge and collection shall be based on the
transaction information collected by the TNCi System. All interactive
programming fees charged and collected by Hotel, shall be held, in trust, by the
Hotel, for the benefit of TNCi, and shall be made payable to TNCi under the
terms and conditions identified in Section 9 below. TNCi shall have the right to
change programming fees from time to time as determined by its sole discretion.
In such an event, TNCi shall inform Hotel 30 days in advance of a rate change,
unless a shorter time period is agreed to by both parties.
8.2 In addition to collecting the programming fees, Hotel shall also collect
from guests all Federal, State, and local taxes applicable to programming fees,
and Hotel shall directly remit the same to the applicable taxing authority as
required by law.
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9. ACCOUNTING PROCEDURES AND HOTEL COMPENSATION
9.1 As described herein, gross receipts applicable to the use of the System for
any period shall mean the programming fees, based on the transaction information
provided by System during such period, excluding any taxes collected by Hotel
pursuant to Section 8.2.
9.2 On a daily basis, Hotel shall enter disputed buys or adjustments into TNCi
monitoring unit. As soon as practical following the end of each calendar month,
TNCi will furnish Hotel with a statement of System funds held in trust by Hotel,
setting forth the gross receipts, net of itemized adjustments entered by Hotel
and approved by TNCi, as generated by System for the preceding calendar month.
Hotel shall use its best efforts to notify TNCi and resolve any discrepancies
within ten (10) working days of receipt of such a statement from TNCi.
Thereafter, TNCi will transmit to the Hotel a final statement of System funds
held in trust by the Hotel, setting forth the adjusted amount of gross receipts
and the commission payable to the Hotel in accordance with Section 9.3.
9.3 No later than 15 days after Hotel's receipt of the final statement from TNCi
or, if earlier, Hotel's first accounts payable cycle following receipt of such
statement, Hotel shall pay to TNCi the total gross receipts for the preceding
calendar month, as specified in the final statement, less an amount equal to
____% of the net movie receipts and 20% of the net internet access receipts, as
specified in the final statement, as Hotel commission.
9.4 The Hotel commission shall be deemed a fee earned by Hotel for its services
rendered, provided however that Hotel is in material compliance with all
provisions of this Agreement. If the Hotel is not in compliance, then Hotel will
not earn any Hotel commission or be entitled to retain any percentage of gross
receipts for that period. Payments not received by the due date shall bear
interest at the rate of 1.5 percent per month or the maximum rate allowed by
law.
9.5 To assist TNCi in evaluating the System performance, Hotel shall, on or
about the fifth day of each month, furnish TNCi with Hotel occupancy and other
related results for the previous month. Any Hotel data reported will be held in
strictest confidence.
9.6 The Books and records of the Hotel which are pertinent to the gross
pay-per-view and pay-per-use receipts for any month during the term of this
Agreement shall be open to inspection and audit by an authorized representative
of TNCi upon seven (7) days notice to Hotel. It is understood that TNCi's right
to audit the Books and records of the Hotel shall not extend beyond two (2)
years from an expiration of the calendar year to be audited.
10. OWNERSHIP AND ACCESS RIGHTS
10.1 Notwithstanding the fact that parts of the System may be affixed to the
Hotel premises, TNCi System equipment shall not become the property of the Hotel
and shall remain the exclusive property of TNCi. Hotel agrees that any
encumbrances upon Hotel's property shall exclude System equipment. The Hotel
further agrees to execute and deliver to TNCi such documents and instructions
and take other actions and permit TNCi to take such actions as TNCi may deem
necessary to give public notice of TNCi's ownership of the System and to protect
TNCi's ownership against third parties.
10.2 In granting TNCi the right of use and access to the locations specified in
Section 3.3 and to those areas of the premises necessary to inspect, install,
maintain, and operate the System pursuant to Section 3.4, Hotel intends only to
confer a license and does not confer perpetual access rights to the premises.
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10.3 Hotel agrees that the interactive programming provided by TNCi over the
System is subject to certain copyright agreements, as well as other
restrictions. Hotel therefore agrees to allow only guests to view or use the
interactive programming and not to allow any copying of programming, or viewing
or using of the programming outside of guest rooms. Hotel shall not allow any
taping or copying of any System programming or content under any circumstances
whatsoever.
10.4 Upon termination of this Agreement, TNCi shall use best efforts to remove
its equipment within 90 days after the effective termination date. No rental or
storage charges shall be made to TNCi during this period, however, a reasonable
rental and storage charge shall be charged if the equipment is not removed
within the 90 day period and TNCi has not been delayed by the Hotel in removing
its equipment. Failure of TNCi to remove its equipment does not constitute
forfeiture.
11. EXCLUSIVITY
Hotel hereby grants to TNCi during the term of this Agreement, including any
extension hereof, the exclusive right to supply in-room on-demand video
entertainment, Internet access via the in-room TV and interactive guest services
on the Hotel premises.
12. INDEMNIFICATION AND COMPLIANCE WITH APPLICABLE LAWS
12.1 TNCi shall secure and maintain, with Hotel's cooperation, if necessary,
such licenses, permits and approvals required by governmental authorities having
jurisdiction over the installation, operation and removal of the TNCi System, as
well as necessary distribution rights, patents, copyrights, licenses, releases,
waivers and other necessary consents of third parties with respect to the System
and its interactive content.
12.2 TNCi will hold the Hotel responsible and Hotel will indemnify TNCi for any
loss or damage to the property of TNCi located on the Hotel premises.
12.3 TNCi shall maintain, during the term of this agreement, at its own expense,
adequate comprehensive general liability insurance against any liability arising
out of injury or death of any person or damage to property in any way connected
with the installation, maintenance, operation, removal or replacement of the
TNCi System. If requested by Hotel, TNCi shall provide proof of Insurance
Coverage within 30 days after receipt of request.
12.4 The distribution of and guest access to TNCi interactive programming
content and the installation and maintenance of the System equipment shall
conform to proper safety standards and procedures and any regulations or
ordinances of any applicable government agency.
13. ASSIGNMENT
This Agreement binds and inures to the benefit of the parties, their successors
and assigns, except as limited herein.
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13.1 In the event that the person or entity executing this agreement as Hotel,
for purposes hereof deemed the Transferor, intends to sell or otherwise transfer
management or ownership of the premises, as the case may be, to another person
or entity, deemed the Transferee, then the Transferor, as soon as practicable,
but in no event, less than 30 days prior to the effective date of such transfer,
shall provide written notice of the same to TNCi. Such notice shall provide
information regarding the date of the proposed transfer and whether the
Transferee intends to assume all of the obligations of the Transferor under this
Agreement. If the Transferee, by execution prior to the transfer date of a
written assumption agreement satisfactory to TNCi, assumes all obligations of
the Transferor under this Agreement and Transferee meets TNCi's customary credit
standards, then Transferor shall have no further obligations hereunder except as
to previously accrued matters.
13.2 Notwithstanding the transfer of ownership or management of the Hotel
premises, Transferor shall be and remain liable for any and all amounts at
whatsoever time owing to TNCi for services provided hereunder, unless and until
the Agreement has been effectively assumed or terminated as herein provided. Any
Transferee who, with notice of the existence of this Agreement, has not executed
an assumption Agreement as provided herein, shall not be entitled to receive
TNCi interactive guest services or any Hotel commission. Therefore, provided
however, that in such event TNCi at TNCi's sole option may continue to provide
interactive guest services to the Hotel premises, which shall be deemed an offer
to provide such services to Transferee in accordance with all the terms and
conditions of this Agreement, which offer may be accepted by Transferee either
in writing or by its receipt and retention of any Hotel commission hereunder.
13.3 TNCi or its assignees may, without Hotel's consent, assign its interest in
this Agreement to any party without liability except as to previously accrued
matters.
13.4 Hotel shall provide TNCi with a copy of the fully executed transfer
documents evidencing assignment and acceptance of this Agreement. In the event
the Hotel terminates this Agreement within the first three years of the
contract, other than for cause, or if the Hotel is unable to assign this
Agreement to the new ownership entity, then prior to transfer of the ownership
of the Hotel, Hotel agrees to pay for the complete removal and return of TNCi's
equipment to TNCi, and repay TNCi the full $189,000 installation investment. If
the Hotel terminates this Agreement after year three of the contract, other than
for cause, or if the Hotel is unable to assign this Agreement to the new
ownership entity, then prior to transfer of the ownership of the Hotel, Hotel
agrees to pay for the complete removal and return of TNCi's equipment to TNCi
and to repay TNCi the installation investment on a pro-rated basis of 1/60 of
the total installation investment per month of the remaining months of the
contract.
14. FORCE MAJEURE
Neither party shall have any liability for the failure to perform or a delay in
performing any of its obligations hereunder, if such failure or delay is the
result of any legal restriction, labor dispute, strike, boycott, flood, fire,
public emergency, revolution, insurrection, riot, war, unavoidable mechanical
failure, interruption in the supply of electrical power or any other cause
beyond the control of that party.
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15. GENERAL PROVISIONS
15.1 All notices which are to be given under the terms of this Agreement shall
be given in writing and shall be deemed given, when deposited in the U.S. Mail
with postage prepaid, certified, or registered mail, return receipt requested,
addressed to the applicable party at the address set forth at the end of the
Agreement. Either party hereto may change the address for notices hereunder by
giving notice of such change to the other party in the manner provided above.
15.2 This Agreement is made in the state in which the TNCi headquarters are
located - Arizona. This agreement shall be governed in every respect by the laws
of the state, except that the parties' respective rights and obligations shall
be subject to specific provisions of Federal law or regulation including,
without limitation, the provisions of the Federal Communications Act and any
appropriate application of the Federal Communications Commission.
15.3 This Agreement shall not be modified, waived, or amended except by an
instrument in writing executed by the parties to this Agreement.
15.4 If any part or subpart of this Agreement is found or held to be invalid or
unenforceable, such unenforceability shall not affect the enforceability and
binding nature of any other part of this Agreement, unless such remaining
portion or portions are not reasonably adequate to accomplish the basic purpose
and intent of the parties. The parties hereto will negotiate in good faith to
replace any invalid or unenforceable provision with one or more valid provisions
that accomplish the original intent of the parties.
15.5 This Agreement, together with any exhibits or amendments or other
information which are expressly incorporated herein and made an integral part
hereof, is the complete understanding of the parties hereto, with respect to the
subject matter hereof, and no other representations or agreements shall be
binding upon the parties hereto, or shall be effective to interpret, change or
restrict the provisions hereof.
15.6 Each person or individual executing this Agreement in a representative
capacity, by his or her execution hereof represents and warrants that such
person or individual is fully authorized to do so on behalf of the respective
party hereto and, with respect to the Hotel, if executed by or on behalf of any
entity other than the owner of the premises, as the duly authorized agent for
such owner, and that no further action or consent on the part of the Party for
whom such signatory is acting is required for the effectiveness and
enforceability of this agreement against such party or such owner as the case
may be, following such execution.
15.7 This Agreement may be executed in multiple counterparts, all of which shall
constitute one and the same instrument. In making proof of this Agreement it
shall not be necessary to produce more than one fully executed counterpart.
Facsimile signatures shall be deemed as originals as between parties.
15.8 This Agreement shall be effective upon execution by all parties to the
Agreement or Commencement of installation services by TNCi, whichever shall
first occur.
15.9 Time shall be of Essence in the performance of this Agreement.
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15.10 TNCi will provide connections to Hotel's Property Management System
("PMS") for automatic posting of the pay-per-view or pay-per-use fees charged to
the guest and for other interactive guest services at the time of installation.
TNCi will provide its interface software at no cost to Hotel. Hotel is
responsible for purchase and maintenance of any additional hardware and software
that may be required by the PMS vendor to complete the interface.
15.11 Hotel may receive any or all of the following interactive guest services,
which consist of Express Check Out, Guest Folio Review, and Guest Survey,
provided the PMS system is capable of supporting these functions. The fee for
the provision of these interactive guest services is hereby waived. The costs or
fees associated with the development and implementation of other Hotel specific
promotions or guest services will be negotiated between the parties.
15.12 TNCi will install the System in both rooms of a suite, provided both TVs
are compatible with the System.
15.13 TNCi will provide Interactive, PC based Games operated by the remote
control to the Hotel. Hotel shall within ten (10) days of the end of each month
remit to TNCi an amount equal to ___% of all Rental Fees collected by the Hotel
("TNCi Revenue Share") for said Interactive Games for the prior month and retain
___% as an administrative fee ("Hotel Revenue Share").
15.14 TNCi shall provide promptly all maintenance, repairs and replacement of
materials and equipment necessary to ensure satisfactory operation of the
System, including satisfactory signal quality, throughout the term of the
Agreement. Technical personnel representing TNCi will respond within twelve (12)
hours throughout the Term in the event of a System failure involving 10% or more
of the Rooms or interactive programming selections served by the System. Upon
notice, and within a reasonable period of time from said notice, TNCi shall
repair all other failures. Such maintenance and technical assistance will be
provided free of charge except as occasioned by a breach by Hotel of Hotel's
obligations.
15.15 TNCi shall have the option, at any time during the initial term of this
Agreement or any extension thereof, to terminate this Agreement or any installed
interactive guest service and remove all or part of the System from the Hotel,
at no cost to the Hotel, if TNCi, in its sole discretion, determines that the
economic feasibility of the continuation of the Agreement or interactive guest
service is, for any reason, adversely different than that contemplated by TNCi
on the term commencement date. Notice must be given 90 days prior to removal of
system.
16. SPECIAL WARRANTIES AND COVENANTS OF HOTEL
Hotel agrees, confirms and covenants the following.
16.1 Interactive guest services will be available in all Rooms, including any
future additions, and not in the public rooms and public areas (including
lobbies, hallways, restaurants, bars, meeting rooms, etc.) of Hotel; and shall
not be exhibited other than in accordance with this Agreement or by any other
means of transmission of any kind whatsoever. However, if Free-to-guest
programming is provided by TNCi, exhibition thereof shall be permitted in
accordance with the separately negotiated contract.
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16.2 Equipment comprising part of the System shall not be removed from Hotel for
any purpose whatsoever other than by TNCi, except in the case of any emergency
where such removal is necessary to ensure safety of such equipment or guests,
and Hotel uses reasonable efforts to notify TNCi of such removal by telephone.
16.3 Hotel shall notify TNCi as soon as is reasonably possible, but not later
than 24 hours upon actual notice of any unauthorized use, access, theft, damage
or malfunction of or to the System or any other equipment of TNCi.
16.4 Hotel shall use reasonable efforts to ensure that only registered guests of
the Hotel and their invitees may view the interactive programming and content.
16.5 The servers, containing the interactive programming and content, will be
kept under lock and key and will not be accessible to hotel staff without TNCi's
prior consent. There shall be no unauthorized use, exhibition or viewing of any
program by any person other than on the System on the terms set forth herein.
Hotel shall not permit any person under its control to duplicate programs or
content or make alterations of any kind to the servers. Hotel shall promptly
report to TNCi any unauthorized use of the servers as soon as Hotel becomes
aware of such use.
16.6 Hotel warrants and represents that it is the owner of the Hotel; that it
has full legal power and authority to enter into this Agreement and to perform
all of its obligations hereunder; that this Agreement is within Hotel's
authority as operator of the Hotel; and that Hotel shall cause the staff and
employees of the Hotel to adhere to its obligations hereunder. If Hotel is a
corporation, Hotel further warrants and represents that all necessary corporate
action has been taken to authorize Hotel to enter into this Agreement and
perform its obligations hereunder.
16.7 Hotel shall indemnify and hold harmless TNCi against any and all claims,
damages, liabilities, costs and expenses, arising out of any intentional breach
by Hotel of any of the warranties and covenants made by Hotel in relation to
TNCi service(s).
16.8 Hotel warrants that it owns or controls the combined Category 3 and
Category 5 cable network within the hotel and that there are not restrictions
placed by other parties on the use of this network.
16.9 During the term of the Agreement, Hotel will not install or allow to be
installed any service which is not compatible with the transmissions or services
of the TNCi system. Hotel further agrees not to install any service which will
compete with the TNCi interactive guest system, including but not limited to the
installation of video tape players or recorders. The parties agree that on-site
slide or video presentations by Hotel describing the Hotel, its facilities and
environs shall not be deemed "competitive" for such purpose.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement, by
their duly authorized signatories, on the day and year first above written.
THE NETWORK CONNECTION, INC. BRISBANE LODGING, LP
(Legal Name of Hotel Entity)
By By
--------------------------------- --------------------------------------
Xxx Xxxx, Xx. Vice President Title
Its Authorized Representative
Address: Address:
000 X. 00xx Xx.
Xxxxxxx, XX 00000
000-000-0000 Telephone:
Date: Date:
------------------------------- -----------------------------------
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EXHIBIT A
PROPERTY NAME
SERVICE AGREEMENT
HOTEL INFORMATION
-----------------
Name:
Address:
City/State/Zip:
Telephone:
Site Contact:
Title of Contact:
Number of Rooms (Current):
Admin Locations:
OWNERSHIP ENTITY
----------------
Name:
Address:
City/State/Zip:
Telephone:
Site Contact:
Title of Contact:
13
EXHIBIT B
TERMS AND CONDITIONS OF THE AGREEMENT
* TNCi will provide compensation in the amount of $_______ per room to the
Hotel as a television purchase credit payable 30 days after commencement of
TNCi services at the Hotel. This credit shall be subject to the properties
selection of television sets compatible with the TNCi system.
* TNCi shall additionally provide compensation in the amount of $200.00 per
room to the Hotel as a television purchase credit payable 30 days after
commencement of TNCi services in any future expansion at the Hotel. This
credit shall be subject to the properties selection of television sets
compatible with the TNCi system in any future expansions.
* At TNCi's cost, TNCi shall provide one (1) remote control unit for each
television set. Initial 10% sparing of remote control units also will be
provided. Any additional remote control units may be purchased from TNCi at
a price of $25.00 per remote.
* Hotel will be responsible for maintenance of all televisions.
* Hotel may retain an amount equal to ____% of all net movie receipts, 20% of
all net television based internet access fees and ____% of all interactive
game usage fees collected by the Hotel ("Hotel Revenue Share").
* Hotel may select the option to pay a flat rate to TNCi of $___ per occupied
room night for internet access services and retain ____% of all guest room
(television & laptop) and meeting room internet access fees by initialing
below. NA
NA Flat rate internet access option chosen
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* In the event that Adjustments exceed 3% of monthly gross movie receipts,
the Hotel Revenue Share shall be reduced by the same amount as the
percentage of non-technical denials in excess of 3%. In the event that
Adjustments are below 3%, the Hotel Revenue Share shall be increased by
one-half of that amount.
* Hotel may select the option for TNCi to provide free-to-guest television
services to the Hotel for a fee of $_____ per room per month. This fee
subject to increase only in the exact amount of increase by content
providers, if any, for content provided for the term of the agreement.
X TNCi provided free to guest television option chosen
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* If selected, the free-to guest channel lineup shall consist of the
following off-air and satellite delivered channels:
ABC, NBC, CBS, FOX, UPN, WB, PBS, HBO, Discovery, CNN, XXX
Xxxxxxxx Xxxx, XXXX, XXXX0, TBS, TNT, USA, Weather Channel,
E! Entertainment and the History Channel
All channels are subject to availability.
14
EXHIBIT C
HOTEL INFORMATION SHEET
PROPERTY DATA: GUEST PROFILE:
Number of Rooms _____ Business _____%
Average Daily Room Rate $_____ Convention _____%
Average Occupancy Per Year _____% Tourist _____%
Age of Property _____YRS Destination _____%
New Construction
TOTAL 100%
15
