Common use of Management Company and Franchisee Acknowledgments Clause in Contracts

Management Company and Franchisee Acknowledgments. Management Company and Franchisee covenant and agree to the following: a. Management Company will have the exclusive authority and responsibility for the day-to-day management of the Hotel on behalf of, and for the benefit of, Franchisee with respect to and in accordance with the terms of the Franchise Agreement. The general manager of the Hotel will be an employee of Management Company and devote his or her full time and attention to the management and operation of the Hotel and will have successfully completed Franchisor’s management training program as required under the Franchise Agreement. The general manager and other department managers of the Hotel will be employees of the Management Company, while other staff at the Hotel may be employed by Franchisee; b. The Hotel will be operated in strict compliance with the requirements of the Franchise Agreement, and Management Company will observe fully and be bound by all terms, conditions and restrictions regarding the management and operation of the Hotel set forth in the Franchise Agreement, including those related to Intellectual Property, as if and as though Management Company had executed the Franchise Agreement as “Franchisee,” provided that Management Company obtains no rights under the terms of the Franchise Agreement except as specifically set forth herein and the rights granted hereunder do not constitute a franchise or sub-franchise to Management Company. Management Company will comply with all Applicable Laws, and will obtain in a timely manner all permits, certificates, and licenses necessary for the full and proper operation of the Hotel; c. Franchisor may enforce directly against Management Company all terms in the Franchise Agreement regarding Intellectual Property and the management and operation of the Hotel during and subsequent to Management Company’s tenure as operator of the Hotel. Franchisor will have the right to seek and obtain all available legal and equitable remedies from Management Company based on Management Company’s failure to comply with the terms of this Management Company Acknowledgment, in addition to any remedies Franchisor may obtain from Franchisee under the Franchise Agreement; d. Management Company hereby assigns (and will cause each of its employees or independent contractors who contributed to such modifications, derivatives or additions to assign) to Franchisor, in perpetuity throughout the world, all rights, title and interest (including the entire copyright and all renewals, reversions and extensions thereof) in and to all modifications, derivatives or additions to the Intellectual Property and other aspects of the System proposed by or on behalf of Management Company or its Affiliates. Management Company waives (and will cause each of its employees or independent contractors who contributed to such modifications, derivatives or additions to waive) all “moral rights of authors” or any similar rights that Management Company (or its employees or independent contractors) may now or hereafter have in the modifications, derivatives or additions to the Intellectual Property and other aspects of the System proposed by or on behalf of Management Company or its Affiliates. Management Company agrees to execute (or cause to be executed) and deliver to Franchisor any documents and to do any acts that may be deemed necessary by Franchisor to perfect or protect the title in the modifications, derivatives and additions herein conveyed, or intended to be conveyed now or in the future; e. Any default under the terms of the Franchise Agreement caused wholly or partially by Management Company will constitute a default under the terms of the Management Agreement, for which Franchisee will have the right to terminate the Management Agreement; f. Franchisee and Management Company will not modify or amend the Management Agreement in such a way as to create a conflict or other inconsistency with the terms of the Franchise Agreement or this Management Company Acknowledgment; g. Except in extraordinary circumstances, such as theft or fraud on the part of Management Company or a default by Franchisee under the Franchise Agreement caused by Management Company for which Franchisee needs to promptly remove Management Company from the Hotel, the Management Agreement will not be terminated or permitted to expire without at least thirty (30) days’ prior notice to Franchisor; and h. Management Company will perform the day-to-day operations of the Hotel. Franchisor has the right to communicate directly with Management Company and the managers at the Hotel regarding day-to-day operations of the Hotel and such communications will be deemed made to Franchisee because Management Company and the managers at the Hotel are acting on behalf of Franchisee and Management Company as their authorized representatives. Franchisor has the right to rely on instructions of Management Company and the managers at the Hotel as to matters relating to the operation and promotion of the Hotel, and the agreements of such managers are binding on Management Company and Franchisee.

Management Company and Franchisee Acknowledgments. Management Company and Franchisee covenant and agree to the followingacknowledge that: a. A. Management Company will have the exclusive authority and responsibility for the day-to-day management of the Hotel on behalf of, and for the benefit of, Franchisee with respect to and in accordance with the terms of the Franchise AgreementFranchisee. The general manager of the Hotel will be an employee of Management Company and devote his or her full time and attention to the management and operation of the Hotel and will have successfully completed Franchisor’s mandatory management training program as required under by the Franchise AgreementStandards. The Management Company will promptly inform Franchisor whenever it hires a general manager and manager. In addition to the general manager, the other department managers of the Hotel will be employees of the Management Company, while other staff at the Hotel may be employed by Franchisee; b. The B. Management Company will operate the Hotel will be operated in strict compliance with the requirements of the Franchise Agreement, and Standards. Management Company will observe fully and be bound by all terms, conditions and restrictions regarding comply with the terms of the Agreement for the management and operation of the Hotel set forth in the Franchise AgreementHotel, including those related to Intellectual Property, as if and as though Management Company had executed the Franchise Agreement as “Franchisee,.” provided that Management Company obtains Company, however, will have no rights under the terms of the Franchise Agreement except as specifically set forth herein stated in this Acknowledgment and the such rights granted hereunder do not constitute a franchise or sub-franchise license to Management Company. If Franchisee delegates the insurance obligations under the Agreement to Management Company, Management Company will satisfy such obligations. Management Company will comply with all Applicable Laws, and will obtain in a timely manner all permits, certificates, and licenses necessary for the full and proper operation of the HotelLaw; c. C. Franchisor may enforce directly against Management Company all terms in the Franchise Agreement regarding Intellectual Property and the management and operation of the Hotel during and subsequent (including insurance, if such obligations have been delegated to Management Company’s tenure as operator of the Hotel). Franchisor will have the right to seek and obtain all available legal and equitable remedies from against the Management Company based on available at law and in equity for Management Company’s failure to comply with the terms of this Management Company Acknowledgment, in addition to any remedies Franchisor may obtain from Franchisee under the Franchise Agreementhave against Franchisee; d. D. Management Company hereby assigns (assigns, and will cause each of its employees or independent contractors who contributed to such modifications, derivatives or additions System modifications to assign) , to Franchisor, in perpetuity throughout the world, all rights, title and interest (including the entire copyright and all renewals, reversions and extensions thereofof such copyright) in and to all such System modifications, derivatives or additions . Except to the Intellectual Property and other aspects of the System proposed extent prohibited by or on behalf of Applicable Law, Management Company or its Affiliates. Management Company waives (waives, and will cause each of its employees or independent contractors who contributed to such modifications, derivatives or additions System modifications to waive) , all “moral rights of authors” or any similar rights that in such System modifications (for purposes of this Section 3, “modifications” includes any derivatives and additions); E. Management Company (or its employees or independent contractors) may now or hereafter have in the modifications, derivatives or additions to the Intellectual Property and other aspects of the System proposed by or on behalf of Management Company or its Affiliates. Management Company agrees to will execute (or cause to be executed) executed and deliver to Franchisor Franchisor, any documents documents, and to do take any acts that may be deemed necessary actions required by Franchisor to perfect or protect the title in the any System modifications, derivatives and additions herein conveyed, or intended to be conveyed now or in the future; e. F. Any default under the terms of the Franchise Agreement caused wholly or partially solely by Management Company will constitute a default under the terms of the Management Agreement, for which and Franchisee will have the right to terminate the Management Agreement; f. G. Franchisee and Management Company will not modify or amend the Management Agreement in such a any way as to create a conflict or other inconsistency that is inconsistent with the terms of the Franchise Agreement or this Management Company Acknowledgment; g. Except in extraordinary circumstancesH. Franchisee will not allow the Management Agreement to expire or terminate the Management Agreement without providing Franchisor at least 30 days’ notice, such as theft unless Franchisee needs to remove Management Company on an expedited basis due to theft, fraud or fraud on the part other material defaults of Management Company or a default by Franchisee under the Franchise Agreement caused by Management Company for which Franchisee needs to promptly remove Management Company from the Hotel, the Management Agreement will not be terminated or permitted to expire without at least thirty (30) days’ prior notice to FranchisorCompany; and h. I. Management Company will perform the day-to-day operations of the Hotel. Franchisor has the right to may communicate directly with Management Company and the managers at the Hotel regarding about day-to-day operations of the Hotel and Franchisor may rely on such communications will be deemed made to Franchisee because Management Company statement of the managers and the managers at the Hotel are acting on behalf of Franchisee and Management Company as their authorized representativesCompany. Franchisor has the right to rely on instructions of Management Company and the managers at the will under no circumstances direct or control such Hotel as to matters relating to the operation and promotion of the Hotel, and the agreements of such managers are binding on Management Company and Franchiseeoperations.