Common use of Customer Database and Business Information Clause in Contracts

Customer Database and Business Information. Without limiting Section 6.1 and Section 6.2, the Parties hereby acknowledge and agree to the following: (a) Owner owns and/or co-owns certain customer and player databases together with (i) any and all information obtained or collected by Manager at the Managed Properties from guests or customers of each Managed Property; (ii) all related proprietary hardware and software; and (iii) any necessary and desirable improvements, enhancements, modifications, upgrades, derivative works and additions thereto regardless of whether made by Manager on behalf of Owner, Owner or an entity controlled by either of them (collectively, the “Customer Databases”). The Customer Databases shall at all times be made available to and constitute the exclusive property of Owner. The Customer Databases shall be used by Manager solely for the operation and marketing of the Properties in accordance with this Agreement and applicable Gaming Laws. Manager shall maintain and regularly update in electronic form for Owner as part of the books and records of each of the Managed Properties, on a per-Property basis, the Customer Databases with customer and guest profiles, contact information including any such information relating specifically to such guest’s stay at the applicable Managed Property that Manager tracks from such guest’s folio (including, to the extent reasonably available, guest name, address, telephone numbers, email address, frequency of visit to the applicable Properties, room type, room rate, amenities and/or in-room services purchased, restaurant, nightclub or other entertainment reservations and spa appointments, as applicable), Gaming or device play and other customer histories, preferences and other information necessary or desirable for the operation of the Properties, in each instance, whether initially available on the Effective Date or thereafter obtained by Manager or Owner. Any new customers or guests that are identified by Manager as participating in Gaming at the Properties shall be added to the Customer Database by Manager so that the Customer Database includes a reasonably current and complete list of all customers and guests for each of the Properties. Manager shall have no right, title or interest in or to the Customer Databases (except a non-exclusive right to use the same, solely as necessary to perform its duties, obligations and responsibilities under this Agreement) and the Customer Databases shall not be included in the Technology Systems License to Manager. Manager covenants that the Customer Databases shall be treated in all respects as proprietary information of Owner to be used by Manager during the Term only and for no purpose other than the operation and management of the Properties and shall be subject to Section 17.20 herein. (b) Owner owns the Business Information and such Business Information, to the extent obtained by Manager on Owner’s behalf, shall at all times be made available to and constitute the exclusive property of Owner. Manager shall have no right, title or interest in or to the Business Information (except a non-exclusive right to use the same, solely as necessary to perform its duties, obligations and responsibilities under this Agreement) and the Business Information shall not be included in the Technology Systems License to Manager. All Business Information shall be held by Manager as property of Owner and any reports, records or other information developed by Manager utilizing the Technology Systems shall similarly be deemed the exclusive property of Owner and not Manager and be deliverable to Owner in electronically readable format upon Owner’s request. (c) All Business Information and the information contained in the Customer Databases or Technology Systems is subject to Section 17.20 herein. Without limiting the foregoing, Manager agrees that it may not: (i) resell or transfer such information for any reason and may not use, share, or store the foregoing in any commercial manner or for any other purpose, except as necessary to perform its duties, obligations and responsibilities under this Agreement; (ii) make any unauthorized copies of any proprietary or Confidential Information; or (iii) destroy or cause the destruction of any proprietary or Confidential Information. Manager shall have no right, title or interest in or to the Business Information (except for the Standard Management Programs and Procedures) or the Customer Databases. Manager acknowledges and agrees that the Business Information and the Customer Databases shall be treated in all respects as proprietary information of Owner subject to Section 17.20 herein and will be used by Manager for no purpose other than the operation and management of the Properties. Manager acknowledges and agrees that its use of Business Information, including, without limitation, information in the Customer Database and personnel records, shall be subject to the privacy policies and commitments applicable to Properties and applicable Legal Requirements. (d) Standard Management Programs and Procedures shall constitute the joint property of Owner, on the one hand, and Manager or a Xxxxxxxx Controlled Affiliate, as applicable, on the other hand, and may be used by such parties as they see fit, subject to Section 17.20 herein with respect to disclosure to other Persons, without an accounting to the other party. FE Proprietary Management Programs and Procedures shall constitute the sole property of Manager or a Xxxxxxxx Controlled Affiliate. Notwithstanding the foregoing, Manager hereby grants Owner a perpetual, royalty-free license for Owner to use and exploit all FE Proprietary Management Programs and Procedures at one or more of the Managed Properties during the Term of this Agreement and following Termination; provided, however, that (i) upon the conclusion of the Transition Period, such license shall terminate solely as to any thereafter arising FE Proprietary Management Programs and Procedures; (ii) Owner shall only be allowed to use such FE Proprietary Management Programs and Procedures in connection with the operation of the Managed Properties or other properties owned by Owner or its Subsidiaries, (iii) Owner shall have no rights to sub-license such FE Proprietary Management Programs and Procedures to third-parties for any purpose other than to a replacement manager for purposes of operating the properties described in the preceding cause (ii), and (iv) any replacement manager’s rights to use the FE Proprietary Management Programs and Procedures shall be limited to the specific rights and uses set forth in the preceding clauses (i) through (iii).

Customer Database and Business Information. Without limiting Section 6.1 and Section 6.2, the Parties hereby acknowledge and agree to the following: (a) Owner owns and/or co-owns certain customer and player databases together with (i) any and all information obtained or collected by Manager at the Managed Properties from guests or customers of each Managed Property); (ii) all related proprietary hardware and software; and (iii) any necessary and desirable improvements, enhancements, modifications, upgrades, derivative works and additions thereto regardless of whether made by Manager on behalf of Owner, Owner or an entity controlled by either of them (collectively, the “Customer Databases”). The Customer Databases shall at all times be made available to and constitute the exclusive property of Owner. The Customer Databases shall be used by Manager solely for the operation and marketing of the Properties in accordance with this Agreement and applicable Gaming Laws. Manager shall maintain and regularly update in electronic form for Owner as part of the books and records of each of the Managed Properties, on a per-Property basis, the Customer Databases with customer and guest profiles, contact information including any such information relating specifically to such guest’s stay at the applicable Managed Property that Manager tracks from such guest’s folio (including, to the extent reasonably available, guest name, address, telephone numbers, email address, frequency of visit to the applicable Properties, room type, room rate, amenities and/or in-room services purchased, restaurant, nightclub or other entertainment reservations and spa appointments, as applicable), Gaming or device play and other customer histories, preferences and other information necessary or desirable for the operation of the Properties, in each instance, whether initially available on the Effective Date or thereafter obtained by Manager or Owner. Any new customers or guests that are identified by Manager as participating in Gaming at the Properties shall be added to the Customer Database by Manager so that the Customer Database includes a reasonably current and complete list of all customers and guests for each of the Properties. Manager shall have no right, title or interest in or to the Customer Databases (except a non-exclusive right to use the same, solely as necessary to perform its duties, obligations and responsibilities under this Agreement) and the Customer Databases shall not be included in the Technology Systems License to Manager. Manager covenants that the Customer Databases shall be treated in all respects as proprietary information of Owner to be used by Manager during the Term only and for no purpose other than the operation and management of the Properties and shall be subject to Section 17.20 herein. (b) Owner owns the Business Information and such Business Information, to the extent obtained by Manager on Owner’s behalf, shall at all times be made available to and constitute the exclusive property of Owner. Manager shall have no right, title or interest in or to the Business Information (except a non-exclusive right to use the same, solely as necessary to perform its duties, obligations and responsibilities under this Agreement) and the Business Information shall not be included in the Technology Systems License to Manager. All Business Information shall be held by Manager as property of Owner and any reports, records or other information developed by Manager utilizing the Technology Systems shall similarly be deemed the exclusive property of Owner and not Manager and be deliverable to Owner in electronically readable format upon Owner’s request. (c) All Business Information and the information contained in the Customer Databases or Technology Systems is subject to Section 17.20 herein. Without limiting the foregoing, Manager agrees that it may not: (i) resell or transfer such information for any reason and may not use, share, share or store the foregoing in any commercial manner or for any other purpose, purpose except as necessary to perform its duties, obligations and responsibilities under this Agreement; (ii) make any unauthorized copies of any proprietary or Confidential Information; or (iii) destroy or cause the destruction of any proprietary or Confidential Information. Manager shall have no right, title or interest in or to the Business Information (except for the Standard Management Programs and Procedures) or the Customer Databases. Manager acknowledges and agrees that the Business Information and the Customer Databases shall be treated in all respects as proprietary information of Owner subject to Section 17.20 herein and will be used by Manager for no purpose other than the operation and management of the Properties. Manager acknowledges and agrees that its use of Business Information, including, without limitation, information in the Customer Database and personnel records, shall be subject to the privacy policies and commitments applicable to Properties and applicable Legal Requirements. (d) Standard Management Programs and Procedures shall constitute the joint property of Owner, on the one hand, and Manager or a Xxxxxxxx Controlled Affiliate, as applicable, on the other hand, and may be used by such parties as they see fit, subject to Section 17.20 herein with respect to disclosure to other Persons, without an accounting to the other party. FE Proprietary Management Programs and Procedures shall constitute the sole property of Manager or a Xxxxxxxx Controlled Affiliate. Notwithstanding the foregoing, Manager hereby grants Owner a perpetual, royalty-free license for Owner to use and exploit all FE Proprietary Management Programs and Procedures at one or more of the Managed Properties Property during the Term of this Agreement and following Termination; provided, however, that (i) upon the conclusion of the Transition Period, such license shall terminate solely as to any thereafter arising FE Proprietary Management Programs and Procedures; (ii) Owner shall only be allowed to use such FE Proprietary Management Programs and Procedures in connection with the operation of the Managed Properties or other properties owned by Owner or its Subsidiaries, ; (iii) Owner shall have no rights to sub-license such FE Proprietary Management Programs and Procedures to third-parties for any purpose other than to a replacement manager for purposes of operating the properties described in the preceding cause (ii), and (iv) any replacement manager’s rights to use the FE Proprietary Management Programs and Procedures shall be limited to the specific rights and uses set forth in the preceding clauses (i) through (iii).

Customer Database and Business Information. Without limiting Section 6.1 and Section 6.2, the Parties hereby acknowledge and agree to the following: (a) Owner owns and/or co-owns certain customer and player databases together with (i) any and all information obtained or collected by Manager at the Managed Properties from guests or customers of each Managed Property); (ii) all related proprietary hardware and software; and (iii) any necessary and desirable improvements, enhancements, modifications, upgrades, derivative works and additions thereto regardless of whether made by Manager on behalf of Owner, Owner or an entity controlled by either of them (collectively, the “Customer Databases”). The Customer Databases shall at all times be made available to and constitute the exclusive property of Owner. The Customer Databases shall be used by Manager solely for the operation and marketing of the Properties in accordance with this Agreement and applicable Gaming Laws. Manager shall maintain and regularly update in electronic form for Owner as part of the books and records of each of the Managed Properties, on a per-Property basis, the Customer Databases with customer and guest profiles, contact information including any such information relating specifically to such guest’s stay at the applicable Managed Property that Manager tracks from such guest’s folio (including, to the extent reasonably available, guest name, address, telephone numbers, email address, frequency of visit to the applicable Properties, room type, room rate, amenities and/or in-room services purchased, restaurant, nightclub or other entertainment reservations and spa appointments, as applicable), Gaming or device play and other customer histories, preferences and other information necessary or desirable for the operation of the Properties, in each instance, whether initially available on the Effective Date or thereafter obtained by Manager or Owner. Any new customers or guests that are identified by Manager as participating in Gaming at the Properties shall be added to the Customer Database by Manager so that the Customer Database includes a reasonably current and complete list of all customers and guests for each of the Properties. Manager shall have no right, title or interest in or to the Customer Databases (except a non-exclusive right to use the same, solely as necessary to perform its duties, obligations and responsibilities under this Agreement) and the Customer Databases shall not be included in the Technology Systems License to Manager. Manager covenants that the Customer Databases shall be treated in all respects as proprietary information of Owner to be used by Manager during the Term only and for no purpose other than the operation and management of the Properties and shall be subject to Section 17.20 herein. (b) Owner owns the Business Information and such Business Information, to the extent obtained by Manager on Owner’s behalf, shall at all times be made available to and constitute the exclusive property of Owner. Manager shall have no right, title or interest in or to the Business Information (except a non-exclusive right to use the same, solely as necessary to perform its duties, obligations and responsibilities under this Agreement) and the Business Information shall not be included in the Technology Systems License to Manager. All Business Information shall be held by Manager as property of Owner and any reports, records or other information developed by Manager utilizing the Technology Systems shall similarly be deemed the exclusive property of Owner and not Manager and be deliverable to Owner in electronically readable format upon Owner’s request. (c) All Business Information and the information contained in the Customer Databases or Technology Systems is subject to Section 17.20 herein. Without limiting the foregoing, Manager agrees that it may not: (i) resell or transfer such information for any reason and may not use, share, or store the foregoing in any commercial manner or for any other purpose, except as necessary to perform its duties, obligations and responsibilities under this Agreement; (ii) make any unauthorized copies of any proprietary or Confidential Information; or (iii) destroy or cause the destruction of any proprietary or Confidential Information. Manager shall have no right, title or interest in or to the Business Information (except for the Standard Management Programs and Procedures) or the Customer Databases. Manager acknowledges and agrees that the Business Information and the Customer Databases shall be treated in all respects as proprietary information of Owner subject to Section 17.20 herein and will be used by Manager for no purpose other than the operation and management of the Properties. Manager acknowledges and agrees that its use of Business Information, including, without limitation, information in the Customer Database and personnel records, shall be subject to the privacy policies and commitments applicable to Properties and applicable Legal Requirements. (d) Standard Management Programs and Procedures shall constitute the joint property of Owner, on the one hand, and Manager or a Xxxxxxxx Controlled Affiliate, as applicable, on the other hand, and may be used by such parties as they see fit, subject to Section 17.20 herein with respect to disclosure to other Persons, without an accounting to the other party. FE Proprietary Management Programs and Procedures shall constitute the sole property of Manager or a Xxxxxxxx Controlled Affiliate. Notwithstanding the foregoing, Manager hereby grants Owner a perpetual, royalty-free license for Owner to use and exploit all FE Proprietary Management Programs and Procedures at one or more of the Managed Properties during the Term of this Agreement and following Termination; provided, however, that (i) upon the conclusion of the Transition Period, such license shall terminate solely as to any thereafter arising FE Proprietary Management Programs and Procedures; (ii) Owner shall only be allowed to use such FE Proprietary Management Programs and Procedures in connection with the operation of the Managed Properties or other properties owned by Owner or its Subsidiaries, (iii) Owner shall have no rights to sub-license such FE Proprietary Management Programs and Procedures to third-parties for any purpose other than to a replacement manager for purposes of operating the properties described in the preceding cause (ii), and (iv) any replacement manager’s rights to use the FE Proprietary Management Programs and Procedures shall be limited to the specific rights and uses set forth in the preceding clauses (i) through (iii).

Customer Database and Business Information. Without limiting Section 6.1 and Section 6.2, the Parties hereby acknowledge and agree to the following: (a) Owner owns and/or co-owns certain customer and player databases (together with (i) any and all information obtained or collected by Manager at the Managed Properties Property from guests or customers of each Managed Propertycustomers); (ii) all related proprietary hardware and software; and (iii) any necessary and desirable improvements, enhancements, modifications, upgrades, derivative works and additions thereto regardless of whether made by Manager on behalf of Owner, Owner or an entity controlled by either of them (collectively, the “Customer Databases”). The Customer Databases shall at all times be made available to and constitute the exclusive property of Owner. The Customer Databases shall be used by Manager solely for the operation and marketing of the Properties Property in accordance with this Agreement and applicable Gaming Laws. Manager shall maintain and regularly update in electronic form for Owner as part of the books and records of each of the Managed Properties, on a per-Property basisProperty, the Customer Databases with customer and guest profiles, contact information including any such information relating specifically to such guest’s stay at the applicable Managed Property that Manager tracks from such guest’s folio (including, to the extent reasonably available, guest name, address, telephone numbers, email address, frequency of visit to the applicable PropertiesProperty, room type, room rate, amenities and/or in-room services purchased, restaurant, nightclub or other entertainment reservations and spa appointments, as applicable), Gaming or device play and other customer histories, preferences and other information necessary or desirable for the operation of the PropertiesProperty, in each instance, whether initially available on the Effective Date or thereafter obtained by Manager or Owner. Any new customers or guests that are identified by Manager as participating in Gaming at the Properties Property shall be added to the Customer Database by Manager so that the Customer Database includes a reasonably current and complete list of all customers and guests for each of the PropertiesProperty. Manager shall have no right, title or interest in or to the Customer Databases (except a non-exclusive right to use the same, solely as necessary to perform its duties, obligations and responsibilities under this Agreement) and the Customer Databases shall not be included in the Technology Systems License to Manager. Manager covenants that the Customer Databases shall be treated in all respects as proprietary information of Owner to be used by Manager during the Term only and for no purpose other than the operation and management of the Properties Property and shall be subject to Section 17.20 herein. (b) Owner owns the Business Information and such Business Information, to the extent obtained by Manager on Owner’s behalf, shall at all times be made available to and constitute the exclusive property of Owner. Manager shall have no right, title or interest in or to the Business Information (except a non-exclusive right to use the same, solely as necessary to perform its duties, obligations and responsibilities under this Agreement) and the Business Information shall not be included in the Technology Systems License to Manager. All Business Information shall be held by Manager as property of Owner and any reports, records or other information developed by Manager utilizing the Technology Systems shall similarly be deemed the exclusive property of Owner and not Manager and be deliverable to Owner in electronically readable format upon Owner’s request. (c) All Business Information and the information contained in the Customer Databases or Technology Systems is subject to Section 17.20 herein. Without limiting the foregoing, Manager agrees that it may not: (i) resell or transfer such information for any reason and may not use, share, share or store the foregoing in any commercial manner or for any other purpose, except as necessary to perform its duties, obligations and responsibilities under this Agreement; (ii) make any unauthorized copies of any proprietary or Confidential Information; or (iii) destroy or cause the destruction of any proprietary or Confidential Information. Manager shall have no right, title or interest in or to the Business Information (except for the Standard Management Programs and Procedures) or the Customer Databases. Manager acknowledges and agrees that the Business Information and the Customer Databases shall be treated in all respects as proprietary information of Owner subject to Section 17.20 herein and will be used by Manager for no purpose other than the operation and management of the PropertiesProperty. Manager acknowledges and agrees that its use of Business Information, including, without limitation, information in the Customer Database and personnel records, shall be subject to the privacy policies and commitments applicable to Properties the Property and applicable Legal Requirements. (d) Standard Management Programs and Procedures shall constitute the joint property of Owner, on the one hand, and Manager or a Xxxxxxxx Controlled Affiliate, as applicable, on the other hand, and may be used by such parties as they see fit, subject to Section 17.20 herein with respect to disclosure to other Persons, without an accounting to the other party. FE Proprietary Management Programs and Procedures shall constitute the sole property of Manager or a Xxxxxxxx Controlled Affiliate. Notwithstanding the foregoing, Manager hereby grants Owner a perpetual, royalty-free license for Owner to use and exploit all FE Proprietary Management Programs and Procedures at one or more of the Managed Properties Property during the Term of this Agreement and following Termination; provided, however, that (i) upon the conclusion of the Transition Period, such license shall terminate solely as to any thereafter arising FE Proprietary Management Programs and Procedures; (ii) Owner shall only be allowed to use such FE Proprietary Management Programs and Procedures in connection with the operation of the Managed Properties Property or other properties owned by Owner or its Subsidiaries, ; and (iii) Owner shall have no rights to sub-license such FE Proprietary Management Programs and Procedures to third-parties for any purpose other than to a replacement manager for purposes of operating the properties described in the preceding cause (ii), and (iv) any replacement manager’s rights to use the FE Proprietary Management Programs and Procedures shall be limited to the specific rights and uses set forth in the preceding clauses (i) through (iii).