Common use of Reservation System Clause in Contracts

Reservation System. Licensee shall, not less than one hundred eighty (180) days prior to the Opening Date, have a Reservation System available for the Hotel that is technically compatible with then current technology, can interface with and is compatible with other Reservation Systems servicing Hard Rock Hotels and is reasonably acceptable to Licensor. (1) Licensor may develop a central Reservation System through which guests may make reservations at Hard Rock Hotel & Casinos and Hard Rock Hotels operated by Licensor or other licensees of Licensor. If requested by Licensor by written notice to Licensee upon not less than one hundred eighty (180) days prior written notice, Licensee may, at its sole discretion, adopt such Reservation System. Licensor reserves the right to modify or change, at its sole discretion, Licensor’s Reservation System at any time. Licensee agrees to give Licensor direct access to inventory for the Hotel (through GDS switch or other device/interface utilized by Licensor). Licensor shall have the ability to reserve space in the Hotel at commissionable rates. The commission to be paid by Licensee to Licensor shall be mutually agreed to by Licensee and Licensor. Licensee shall be solely responsible for notifying Licensor of any changes in the Hotel/Casino’s room rates. Licensee shall in no event charge any Hotel/Casino guest a rate higher than the rate specified to the guest by Licensor’s Reservation System office at the time the guest’s reservation was made. Such rate shall be the rate most recently provided to Licensor’s Reservation System office, according to the records of such office, by Licensee prior to the guest having made such reservation. (2) Licensee shall use reasonable efforts to encourage and promote the use of Hard Rock Hotel & Casinos and Hard Rock Hotels. If Licensee receives a request at the Hotel for Hard Rock Hotel & Casino or Hard Rock Hotel reservations or accommodations in any area where a Hard Rock Hotel & Casino or Hard Rock Hotel is located, Licensee will promptly refer such request to such Hotel & Casino or Hard Rock Hotel or to Licensor’s Reservation System. (3) Subject to privacy Laws of Macau, other applicable Laws, and consent of Hotel guests and Governmental Authority, if required, Licensee agrees to provide to Licensor all Guest Profile Data pertaining to or derived from the operation of the Hotel (the “Hotel Guest Profile Data”) in such manner as shall be reasonably agreed between Licensee and Licensor. Licensor acknowledges and agrees that the Hotel Guest Profile Data shall not include any gaming data. If the privacy Laws of Macau require Licensee to obtain consent from guests in order to release the Hotel Guest Profile Data to Licensor, Licensee agrees to request such consent from guests. If the privacy Laws of Macau require Licensee to obtain consent from any Governmental Authority in order to release the Hotel Guest Profile Data to Licensor, Licensee agrees to request such consent from Governmental Authority. Further, if the privacy Laws of Macau allow such consent to be sought and received through an opt-out option rather than an opt-in option, Licensee agrees to utilize the opt-out option in seeking guests’ consent. In the event a Hotel Guest or Governmental Authority does not give the requisite consent, Licensee shall not be required to provide to Licensor the relevant Hotel Guest Profile Data. Notwithstanding any other provisions to the contrary contained in this Agreement, or the Casino License or any other agreement, but subject to applicable Laws and the consent of Hotel guests and Governmental Authority, if required, the parties and their respective Affiliates shall have the right to continue to use during and after the Term of this Agreement the Hotel Guest Profile Data obtained during the Term. (4) Notwithstanding any other provisions in this Agreement, Licensor and its Affiliates shall be entitled to enter into affiliation agreements with any hotels which allow members of guest recognition programs from time to time recognized by Licensor to redeem awards for stays at such hotels, and Licensee agrees to participate in such guest recognition programs on such terms and conditions as agreed by the Licensee and Licensor.

Reservation System. Licensee shall, not less than one hundred eighty (180) days prior to the Opening Date, have a Reservation System available for the Hotel that is technically compatible with then current technology, can interface with and is compatible with other Reservation Systems servicing Hard Rock Hotels and is reasonably acceptable to Licensor. (1) Licensor may develop has developed a central Reservation System through which guests may make reservations at other Hard Rock Hotel & Hotel/Casinos and Hard Rock Hotels operated by Licensor or other licensees of Licensor. If requested by Licensor by written notice Licensee shall cause the Hotel/Casino to Licensee upon not less than one hundred eighty (180) days prior written notice, Licensee mayparticipate in the Reservation System, at its Licensee's sole discretioncost and expense (which costs and expenses shall not exceed the industry standard for private label hotel reservation systems), adopt such Reservation System. Licensor reserves the right and shall observe all requirements of participation as reasonably determined from time to modify or change, at its sole discretion, Licensor’s Reservation System at any time. Licensee agrees to give Licensor direct access to inventory for the Hotel (through GDS switch or other device/interface utilized time by Licensor). Licensor shall have the ability to reserve space in the Hotel at commissionable rates. The commission to be paid by Licensee to Licensor shall be mutually agreed to by Licensee and Licensor. Licensee shall be solely responsible for notifying Licensor the Reservation System office of any changes in the Hotel/Casino’s 's room rates. Licensee shall in no event charge any Hotel/Casino guest a rate higher than the rate specified to the guest by Licensor’s the Reservation System office at the time the guest’s 's reservation was made. Such rate shall be the rate most recently provided to Licensor’s the Reservation System office, according to the records of such office, by Licensee prior to the guest having made such reservation. . Licensor shall provide to Licensee (2for use at or by the Hotel/Casino only) the specifications for the hardware and all required Software for the Reservation System. Licensee at its expense shall purchase, install, maintain, and use at the Hotel/Casino all equipment necessary for the proper and efficient utilization and operation of the Reservation System, including any future enhancements, additions, substitutions, upgrades, or other modifications specified by Licensor. Licensee at its expense also shall install and use all Software provided for use with the Reservation System, the cost of which shall not exceed the industry standard for private label hotels for similar software. Licensee agrees to contribute toward the cost, maintenance and use of the Reservation System by paying Licensor monthly fees that will be computed on a fair and equitable basis among Hard Rock Hotel/Casinos receiving the services of the Reservation System; provided, that the rates charged to Licensee shall not exceed the rates charged to other Hard Rock Hotel/Casinos receiving the services of the Reservation System. Licensee's contributions shall be on a cost pass-through basis with no profit accruing to Licensor. Nothing herein shall prevent Licensor from allowing other Hotel/Casinos to utilize various components of the Reservation System, allocating to such Hotel/Casinos on a fair and equitable basis a charge for such use. Licensor reserves the right to modify or change, at its sole discretion, the Reservation System at any time. As part of the Reservation System or other systems, Licensee shall be obligated, at its cost and expense, to utilize the communication system(s) as specified or otherwise approved by Licensor from time to time for Hard Rock Hotel/Casinos generally. Licensee shall use any reasonable efforts means to encourage and promote the use of the Hard Rock Hotel & Hotel/Casinos and Hard Rock HotelsHotels everywhere by the traveling public provided, however, except as otherwise provided herein, Licensee shall not bear any expense in complying with this paragraph. If Licensee receives a request at the Hotel Hotel/Casino for Hard Rock Hotel & Hotel/Casino or Hard Rock Hotel reservations or accommodations in any area where a Hard Rock Hotel & Hotel/Casino or Hard Rock Hotel is located, Licensee will promptly refer such request to such Hotel & Hotel/Casino or Hard Rock Hotel or Hotel. Additionally, Licensor shall reasonably endeavor to obligate its other licensees to provide reciprocal referrals to Licensee. Licensee agrees to share with Licensor’s Reservation System. (3) Subject , on such periodic basis and in such form as Licensor shall from time to privacy Laws of Macautime determine, other applicable Laws, such marketing data and consent of Hotel customer profile information on guests and Governmental Authority, if required, Licensee at the Hotel/Casino as Licensor shall request. Licensor agrees to provide to Licensor all Guest Profile Data pertaining Licensee, on a basis comparable to that set forth above, for its internal use, marketing data and customer profile information in its possession on guests at other Hard Rock Hotel/Casinos or derived from Hotels. In both cases, the operation of the Hotel (the “Hotel Guest Profile Data”) in such manner as information shall be reasonably agreed between Licensee and Licensor. Licensor acknowledges and agrees that the Hotel Guest Profile Data shall not include any gaming data. If the privacy Laws of Macau require Licensee to obtain consent from guests in order to release the Hotel Guest Profile Data to Licensor, Licensee agrees to request such consent from guests. If the privacy Laws of Macau require Licensee to obtain consent from any Governmental Authority in order to release the Hotel Guest Profile Data to Licensor, Licensee agrees to request such consent from Governmental Authority. Further, if the privacy Laws of Macau allow such consent to be sought and received through an opt-out option rather than an opt-in option, Licensee agrees to utilize the opt-out option in seeking guests’ consent. In the event a Hotel Guest or Governmental Authority does not give the requisite consent, Licensee shall not be required to provide to Licensor the relevant Hotel Guest Profile Data. Notwithstanding any other provisions provided to the contrary contained extent such information is available and may be disclosed in this Agreement, or the Casino License or any other agreement, but subject to applicable Laws a manner consistently with third party agreements and the consent of Hotel guests and Governmental Authority, if required, the parties and their respective Affiliates shall have the right to continue to use during and after the Term of this Agreement the Hotel Guest Profile Data obtained during the Term. (4) disclosing party's reasonable privacy policies. Notwithstanding any other provisions in this Agreement, Licensor and its Affiliates shall be entitled to enter into affiliation agreements with any hotels Hotel/Casinos or Hotels which allow members of guest recognition programs from time to time recognized by Licensor to redeem awards for stays at such hotelsHotel/Casinos, and Licensee agrees to participate in such guest recognition programs on such terms and conditions as agreed Licensor shall prescribe on a commercially reasonable basis. SECTION 11. PROTECTION AND ACKNOWLEDGMENT OF THE LICENSED RIGHTS (A) LICENSED RIGHTS EXCLUSIVE PROPERTY OF LICENSOR. Subject to this Agreement, Licensee recognizes and acknowledges the exclusive rights of Licensor to the Licensed Rights and all other intellectual property rights related thereto or derived therefrom and acknowledges that all such rights are subject to the total control in their exercise by Licensor and its Affiliates. For all purposes of the relationship between Licensor and Licensee created hereunder, Licensor shall be deemed to be the sole and exclusive owner of all right, title and interest in and to the Licensed Rights in all forms and embodiments thereof, subject only to the specific rights granted to Licensee hereunder. Licensee agrees that its use of the Licensed Rights, and all associated goodwill generated by the Licensed Rights, inures to the sole benefit of Licensor in accordance with its rights in the Licensed Rights. Licensee specifically acknowledges that the exclusive rights granted to it pursuant to this Agreement shall not prevent or prohibit Licensor or any licensee thereof to commercialize or otherwise utilize (and Licensorretain all profits from) the Licensed Rights or any other intellectual property right of Licensor in any endeavor, except as otherwise provided in Section 17(B) hereof. Licensor represents and warrants to Licensee that it owns or otherwise has the right to license the registered trademarks included in the Licensed Marks but, except as set forth in the preceding sentence and in Section 22, makes no other representations and gives no other warranties of whatsoever nature or kind with respect to the validity of, or its rights, title and interest in or to, the Licensed Rights. (B) LICENSEE HAS NO

Reservation System. Licensee shall, not less than one hundred eighty (180) days prior to the Opening Date, have a Reservation System available for the Hotel that is technically compatible with then current technology, can interface with and is compatible with other Reservation Systems servicing Hard Rock Hotels and is reasonably acceptable to Licensor. (1) Licensor may develop has developed a central Reservation System through which guests may make reservations at other Hard Rock Hotel & Hotel/Casinos and Hard Rock Hotels operated by Licensor or other licensees of Licensor. If requested by Licensor by written notice Licensee shall cause the Hotel/Casino to Licensee upon not less than one hundred eighty (180) days prior written notice, Licensee mayparticipate in the Reservation System, at its Licensee’s sole discretioncost and expense (which costs and expenses shall not exceed the industry standard for private label hotel reservation systems), adopt such Reservation System. Licensor reserves the right and shall observe all requirements of participation as reasonably determined from time to modify or change, at its sole discretion, Licensor’s Reservation System at any time. Licensee agrees to give Licensor direct access to inventory for the Hotel (through GDS switch or other device/interface utilized time by Licensor). Licensor shall have the ability to reserve space in the Hotel at commissionable rates. The commission to be paid by Licensee to Licensor shall be mutually agreed to by Licensee and Licensor. Licensee shall be solely responsible for notifying Licensor the Reservation System office of any changes in the Hotel/Casino’s room rates. Licensee shall in no event charge any Hotel/Casino guest a rate higher than the rate specified to the guest by Licensor’s the Reservation System office at the time the guest’s reservation was made. Such rate shall be the rate most recently provided to Licensor’s the Reservation System office, according to the records of such office, by Licensee prior to the guest having made such reservation. . Licensor shall provide to Licensee (2for use at or by the Hotel/Casino only) the specifications for the hardware and all required Software for the Reservation System. Licensee at its expense shall purchase, install, maintain, and use at the Hotel/Casino all equipment necessary for the proper and efficient utilization and operation of the Reservation System, including any future enhancements, additions, substitutions, upgrades, or other modifications specified by Licensor. Licensee at its expense also shall install and use all Software provided for use with the Reservation System, the cost of which shall not exceed the industry standard for private label hotels for similar software. Licensee agrees to contribute toward the cost, maintenance and use of the Reservation System by paying Licensor monthly fees that will be computed on a fair and equitable basis among Hard Rock Hotel/Casinos receiving the services of the Reservation System; provided, that the rates charged to Licensee shall not exceed the rates charged to other Hard Rock Hotel/Casinos receiving the services of the Reservation System. Licensee’s contributions shall be on a cost pass-through basis with no profit accruing to Licensor. Nothing herein shall prevent Licensor from allowing other Hotel/Casinos to utilize various components of the Reservation System, allocating to such Hotel/Casinos on a fair and equitable basis a charge for such use. Licensor reserves the right to modify or change, at its sole discretion, the Reservation System at any time. As part of the Reservation System or other systems, Licensee shall be obligated, at its cost and expense, to utilize the communication system(s) as specified or otherwise approved by Licensor from time to time for Hard Rock Hotel/Casinos generally. Licensee shall use any reasonable efforts means to encourage and promote the use of the Hard Rock Hotel & Hotel/Casinos and Hard Rock HotelsHotels everywhere by the traveling public provided, however, except as otherwise provided herein, Licensee shall not bear any expense in complying with this paragraph. If Licensee receives a request at the Hotel Hotel/Casino for Hard Rock Hotel & Hotel/Casino or Hard Rock Hotel reservations or accommodations in any area where a Hard Rock Hotel & Hotel/Casino or Hard Rock Hotel is located, Licensee will promptly refer such request to such Hotel & Hotel/Casino or Hard Rock Hotel or Hotel. Additionally, Licensor shall reasonably endeavor to obligate its other licensees to provide reciprocal referrals to Licensee. Licensee agrees to share with Licensor’s Reservation System. (3) Subject , on such periodic basis and in such form as Licensor shall from time to privacy Laws of Macautime determine, other applicable Laws, such marketing data and consent of Hotel customer profile information on guests and Governmental Authority, if required, Licensee at the Hotel/Casino as Licensor shall request. Licensor agrees to provide to Licensor all Guest Profile Data pertaining Licensee, on a basis comparable to that set forth above, for its internal use, marketing data and customer profile information in its possession on guests at other Hard Rock Hotel/Casinos or derived from Hotels. In both cases, the operation of the Hotel (the “Hotel Guest Profile Data”) in such manner as information shall be reasonably agreed between Licensee and Licensor. Licensor acknowledges and agrees that the Hotel Guest Profile Data shall not include any gaming data. If the privacy Laws of Macau require Licensee to obtain consent from guests in order to release the Hotel Guest Profile Data to Licensor, Licensee agrees to request such consent from guests. If the privacy Laws of Macau require Licensee to obtain consent from any Governmental Authority in order to release the Hotel Guest Profile Data to Licensor, Licensee agrees to request such consent from Governmental Authority. Further, if the privacy Laws of Macau allow such consent to be sought and received through an opt-out option rather than an opt-in option, Licensee agrees to utilize the opt-out option in seeking guests’ consent. In the event a Hotel Guest or Governmental Authority does not give the requisite consent, Licensee shall not be required to provide to Licensor the relevant Hotel Guest Profile Data. Notwithstanding any other provisions provided to the contrary contained extent such information is available and may be disclosed in this Agreement, or the Casino License or any other agreement, but subject to applicable Laws a manner consistently with third party agreements and the consent of Hotel guests and Governmental Authority, if required, the parties and their respective Affiliates shall have the right to continue to use during and after the Term of this Agreement the Hotel Guest Profile Data obtained during the Term. (4) disclosing party’s reasonable privacy policies. Notwithstanding any other provisions in this Agreement, Licensor and its Affiliates shall be entitled to enter into affiliation agreements with any hotels Hotel/Casinos or Hotels which allow members of guest recognition programs from time to time recognized by Licensor to redeem awards for stays at such hotelsHotel/Casinos, and Licensee agrees to participate in such guest recognition programs on such terms and conditions as agreed by the Licensee and LicensorLicensor shall prescribe on a commercially reasonable basis.