Common use of Guest Data and Managed Facilities Guest Data Clause in Contracts

Guest Data and Managed Facilities Guest Data. 7.4.3.1 Owner recognizes the exclusive right of ownership of Manager and its Affiliates to all Guest Data, other than Managed Facilities Guest Data, and the Parties agree that they shall have and hereby assign to each other joint ownership to all Managed Facilities Guest Data (without a duty to account to the other or other obligations except as expressly set forth herein). Owner hereby disclaims any right or interest in Guest Data, other than Managed Facilities Guest Data, regardless of any legal protection afforded thereto. Owner and Manager hereby acknowledge and agree that a portion of the consideration paid or payable (as applicable) pursuant to Section 3.5 of the Transaction Agreement, dated as of February 28, 2014, by and among CEC, CEOC, Caesars License Company, LLC, CGP and certain other parties thereto (as may have been amended prior to the Commencement Date, the “Transaction Agreement”) shall be treated as a prepaid license fee and other consideration paid by Owner for the Proprietary Information and Systems and the Managed Facility Guest Data. Owner agrees that throughout the Term, Manager or Manager’s designees shall host and retain the database relating to customers’ activities at the Managed Facilities which shall be collected and stored in systems implemented and managed by or on behalf of Manager or its Affiliates, including all customer information gathered by or on behalf of Manager or its Affiliates in connection with any casino player loyalty program card or successor player or guest rewards program, and Manager or one of its Affiliates shall own and, subject to the restrictions set forth in this Section 7.4.3, be entitled to use any and all of the customer or other information gathered by or on behalf of Manager or its Affiliates in connection with this Agreement or such programs.