Common use of Customer Database Clause in Contracts

Customer Database. In connection with the operation and management of the Properties, Manager shall use the existing IT Systems (as referred to in the Term Sheet) and customer database referred to in the Term Sheet, and certain brands and trademarks and other intellectual property, and develop and make use of certain necessary and desirable improvements, enhancements, upgrades and additions to the information technology systems, source codes, player databases, brands and trademarks for the Properties (collectively, the “Property Database/IT/IP”). Manager shall have no right, title or interest in or to the Property Database/IT/IP, except as necessary for its use as Manager under the Management Agreements (and for such purpose shall be permitted to use such Property Database/IP/IT), with the exception of the IT System licensed to FG contemplated by the Term Sheet, provided that such IT System license shall not extend to any brands, trademarks, customer database or other intellectual property developed for the Properties, and any improvements or enhancements or other development of the IT System, regardless of whether made by FG, New Propco or an entity controlled by either of them, and regardless of whether implemented under the IT System license to FG, shall be made available to and constitute the property of New Propco. . The credit documents will include provisions for monthly downloads of such database to a monitoring escrowee who will be obligated to give access to the full customer data base to the Mortgage Lenders upon the occurrence of each event of default under the New Propco credit facility. All the Property Database/IT/IP, including all improvements, upgrades, enhancements and additions thereto shall be and remain the property of New Propco, and, subject to the license to FG for the IT System (which shall not be assignable, pledged or encumbered, or sublicenseable by FG, although it is understood such IT System as licensed to FG may be used at properties managed by FG, including by employees at such properties, during the period that FG is managing such other properties ) shall be treated in all respects as a trade secret and proprietary information to be used by Manager for no purpose other than the operation of and marketing of the Properties, and shall be subject to confidentiality use restrictions as to be set forth in the definitive documentation. In addition to but without limiting the foregoing, Manager shall maintain and keep continuously updated as part of the books and records of the Properties (although this does not mean a continuous downloading of hard copies—rather, the electronic database will be part of the books and records of New Propco maintained by Manager) a customer database with customer and guest profiles, contact information (e.g., addresses, phone numbers, facsimile numbers and email addresses), player transaction and other customer histories, preferences and other information initially available at the time of transition of management to Manager and thereafter obtained by Manager, which customer database shall be and remain the property of New Propco and shall be treated in all respects as a trade secret and proprietary information to be used by Manager for no purpose other than the operation of and marketing of the Properties. It is understood that FG may, in connection with its management and operation of properties other than the Properties, at FG’s sole cost and expense (and outside of the ambit of the Management Agreement and the performance of its services, duties and responsibilities thereunder) create brands and trademarks and other intellectual property that are separate from, and not used in connection with, the Properties (the “Manager IP”). Such Manager IP shall be FG’s property and not the property of New Propco. In the event FG makes a good faith determination that such Manager IP may be used or useful in connection with the operation of the Properties (such as, for example, a branding and operational template for a restaurant concept), FG may propose to use such Manager IP for such purpose, and, subject to New Propco’s consent and satisfactory licensing arrangements (which shall in any event permit the use of the Manager IP for its specified purpose during the term of the Management Agreement and following termination during a transition period that protects the continuation of such use for a period that avoids transition costs or other economic detriment), such Manager IP may be used at the Properties.