EXHIBIT 10(g)
HOTELVIEW CORPORATION Contract # ________
A SUBSIDIARY OF VISUAL DTA CORPORATION
0000 XXXXX XXXXX XXXXXXX, XXXXX 0X, XXXX XXXXX, XX 00000
TEL: (000)000-0000 FAX: (000)000-0000
HOTEL SERVICES AGREEMENT
THIS AGREEMENT commences on the "Effective Date" and sets forth the terms and
conditions between HOTELVIEW CORPORATION (the "Company") and Hotel (as
defined below):
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Hotel Name (the "Hotel")
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Contact Name Title
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Address (the "Location")
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City State Zipcode
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Country County
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Phone ( ) Fax ( )
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Service Fee (the "Service Fee") Term (the "Term")
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$ Year(s)
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THE PARTIES ACKNOWLEDGE THAT EACH HAS READ ALL OF THE TERMS ON BOTH SIDES OF
THIS AGREEMENT AND AGREES TO ABIDE BY ITS TERMS AND CONDITIONS.
Accepted by HOTELVIEW CORPORATION
For the HOTEL: _________________________ 0000 Xxxxx Xxxxx Xxxxxxx, Xxxxx 0X
(Name of Hotel) Xxxx Xxxxx, XX 00000
By: ___________________________________ By:_______________________________
Name: _________________________________ Name: ----------------------------
Title: __________________________________ Title: ---------------------------
Date: __________________________________ Date: ----------------------------
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HOTELVIEW USE ONLY:
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Contract No.: Crew No.: File Date: / / Index Code: D- C-
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[ ] Domestic [ ] International [ ] Small/B&B [ ] Standard [ ] Resort
[ ] Super Resort
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TERMS AND CONDITIONS
1. ENGAGEMENT BY HOTEL : SERVICES OF THE COMPANY.
The Hotel hereby engages the Company and Company agrees to provide the
following services to the Hotel:
a. Videotaping of the Location and producing a video brochure
("Vignette") to be included in the HotelView/Registered
trademark/ Laser Disc Library ("Library") for the term set forth
above.
b. A copy of the final version of the Vignette shall be provided by
the Company to the Hotel prior to inclusion of the Vignette in
the Library.
c. Distribution of the Vignette through inclusion in the Library to
travel agencies and on-line service providers (Internet or
Interactive TV).
2. RESPONSIBILITIES OF THE HOTEL.
a. The Hotel shall make its Location and all amenities at the
Location available to the Company as reasonably required by the
Company so that the Company or its agents may videotape the
Vignette, according to the standards set forth by the Company. In
connection therewith, the Hotel shall make available such
reasonable number of rooms (not to exceed two rooms for two
nights unless weather or other factors outside the control of the
Company and Hotel require a longer duration) and meals at its
Location as may be required, at no charge, during the videotaping
of the Location by the Company or its agents; provided however
that all incidental expenses incurred by the Company or its
agents shall be the responsibility of the Company or its agents.
b. Upon receipt of the final version of the Vignette from the
Company for inclusion in the Library, the Hotel shall have seven
(7) days to notify the Company, in writing, of any inaccuracies
in the facts and content contained in the Vignette, but not as to
the style.
c. The Hotel shall promptly notify the Company of any material
changes to any information contained in the Vignette during any
period in which the Vignette is in the Library. The Company shall
videotape at the location as necessary to accurately incorporate
said material changes. The costs and expenses incurred by the
Company and paid for by the Hotel, in connection with this
subsection 2 will be mutually agreed upon in advance by the
Company and the Hotel.
3. PAYMENT TERMS.
a. In consideration for the completion of the Company's services
pursuant to the terms of this Agreement, Hotel shall pay the
Service Fee defined in this Agreement.
b. All payments due to the Company from the Hotel shall be due
thirty (30) days from date of invoice by the Company.
c. All amounts due not paid by the Hotel within forty-five (45) days
of the date of Invoice shall be past due, at which time the
Company shall be entitled to take all reasonable collection
actions, including the use of a collection agency or an attorney,
with Hotel fully liable and solely responsible for all reasonable
costs and expenses associated therewith, including attorneys fees
and costs. If Hotel fails to render payment within sixty (60)
days of the Invoice, the Hotel shall be deemed
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to be in default and Company shall have the right to terminate
this Agreement pursuant to Section 5 herein.
4. COPYRIGHT AND LICENSE.
a. The Hotel acknowledges that the Vignette is an original work,
fixed in a tangible form, and the Company owns the Vignette and
all other unedited footage and reserves all right, title and
interest in and to the copyright, the common law copyright, the
right to apply for copyright registration, and any extensions or
renewals, common law and statutory copyright in all publication,
reproduction, broadcast or other derivative rights of the
Vignette including, but not limited to, merchandising rights, use
of title rights, publication rights, and foreign edition rights.
Except as specifically set forth in this Agreement, there is no
grant of license to the Hotel by the Company in connection with
the Vignette or the Library.
b. The Company agrees that the Hotel's name and any derivation of
such name, when used alone or in connection with another word or
words, and the Hotel's trademarks, trade names, symbols, logos
and designs, shall, in all events remain the exclusive property
of the Hotel and nothing contained herein shall confer upon the
Company the right to use such names, trademarks, trade names,
symbols, logos or designs, other than in strict accordance with
the terms of this Agreement.
c. The Hotel shall have the right to copy and distribute the
Vignette to any potential guests. Any other use of the Vignette
by the Hotel requires prior written consent by the Company.
5. TERMINATION.
a. This Agreement may be terminated immediately by the Company, in
its sole discretion, upon the occurrence of any of the following
events:
i. Any legal or equitable proceeding against the Hotel which
results in a final judgment or decree, if the sale of all
or substantially all of Hotel's assets are contemplated or
threatened as a result of such judgment or decree;
ii. The Hotel is in default of any outstanding amounts due to
the Company by the Hotel;
iii. The Hotel is in breach of any provision of this Agreement,
or has committed any act of negligence in performing its
obligations hereunder, which breach shall not have been
cured within ten (10) days after notice thereof.
b. The Company may, in its sole discretion, terminate this Agreement
subsequent to videotaping the Vignette of the Hotel, but prior to
the Vignette's inclusion in the Library for any reason. In the
event of such termination, neither party shall have any
responsibilities to the other party for any costs or expenses by
either party in connection with this Agreement; provided however,
that the videotape shall remain the property of the Company but
shall not be used by the Company in any manner.
c. The termination of this Agreement for any reason shall be without
prejudice to any rights of either party against the other which
may have accrued before the date of such termination.
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d. After termination of this Agreement, Hotel shall have no further
authorization or consent from Company to use the vignette in any
manner other than distribution of remaining copies of the
Vignette to any potential guests. If Hotel violates this
paragraph, Hotel shall reimburse Company for all costs and
expenses associated with enforcement herewith, including
attorneys fees.
6. REPRESENTATIONS AND WARRANTIES.
a. REPRESENTATIONS AND WARRANTIES BY HOTEL. The Hotel represents and
warrants that all information provided to the Company which shall
be contained in the Vignette or any marketing or promotional
materials in connection with the services of the Hotel is true,
accurate and correct as of the date of the production of the
Vignette. The Hotel further warrants that it shall promptly
notify the Company of any material changes to any information
contained in the Vignette, as specified in Section 4(e)
heretofore.
B. NO REPRESENTATIONS AND WARRANTIES BY COMPANY. NOTWITHSTANDING
ANY OTHER PROVISION HEREOF, COMPANY MAKES NO REPRESENTATIONS OR
WARRANTIES WHATSOEVER, EXPRESSED OR IMPLIED, BY OPERATION OF LAW,
OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO: ANY REPRESENTATIONS
OR WARRANTIES OF: (1) MER- CHANTABILITY; (II) FITNESS FOR A
PARTICULAR PURPOSE; (III) QUALIFY, OPERATION OR PERFORMANCE; (IV)
SUITABILITY FOR CUSTOMERS; (V) COMPLIANCE WITH ANY ONE OR MORE
LAWS, RULES, REGULATIONS, POLICIES, REQUIREMENTS OR THE LIKE, OF
FEDERAL, STATE, LOCAL OR OTHER GOVERNMENTAL, ADMINISTRATIVE OR
JUDICIAL AUTHORITIES, OR OTHER THIRD PARTIES; OR (VI)
NON-INFRINGEMENT OR NONVIOLATION OF THE RIGHTS OF ANY THIRD
PARTIES, INCLUDING, BUT NOT LIMITED TO, ANY COPYRIGHTS, TRADEMARK
RIGHTS, RIGHTS OF PUBLICITY OR PRIVACY, TRADE SECRET RIGHTS OR
OTHER PROPRIETARY RIGHTS.
7. INDEMNIFICATION/HOLD HARMLESS.
a. INDEMNIFICATION BY AND LIABILITIES OF COMPANY. Except as to acts
of gross negligence (willful misconduct) on the part of the
Company in the performance of its obligations hereunder, Company
shall have no obligation to indemnify or hold Hotel harmless from
and against, and shall not be responsible or liable for, any
claims, liabilities, damages, losses, costs, attorneys' fees,
etc., including, but not limited to, any indirect, special,
incidental, consequential or punitive losses or damages of any
kind, including lost profits (whether or not Company has been
advised of the possibility of such loss or damage) with respect
to my action, inaction or activities by Hotel, Company and/or one
or more third parties concerning, either directly or indirectly,
the subject matter of this Agreement.
b. INDEMNIFICATION BY AND LIABILITIES OF HOTEL.
i. Hotel hereby indemnifies and holds the Company harmless
from any and all claims for loss or damage to property or for
personal injuries or death, or for loss from delay arising out of
the acts, omissions or negligence of the Hotel or any of its
agents or independent contractors.
ii. The Hotel agrees to indemnify and hold Company harmless
from any and all claims, losses, actions, demands,
damages, costs, penalties, fines and
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expenses, including attorneys' fees, resulting from,
relating to or arising out of the following:
A. any services rendered, or acts or omissions related to
services performed by the Hotel and/or the Hotel's
employees or agents for any guests or clients who may
reserve any rooms or amenities;
B. in connection with the Vignette or advertising or
marketing materials provided to the Company by the Hotel
or any other alleged or other action by Hotel and also
from any claims, suits, loss, liability expense (including
costs of suit and attorneys' fees) and damages arising out
of alleged or actual errors in connection with the
information contained in the Vignette or information
provided by the Hotel to the Company. Hotel hereby assumes
full and complete responsibility and liability for the
content of such information and any demand, claim or
liability associated therewith;
C. inaccuracies or breaches of representations or
warranties made herein;
D. Breaches of any one or more of the other covenants or
obligations of Hotel; or
E. Liabilities or other obligations of Hotel.
iii. The Hotel shall have the sole and exclusive responsibility
for all sources of information it provides to Company for
billing and collections purposes and Company shall have no
obligation to verify, check or otherwise inspect the
source, accuracy or reliability of information furnished
by the Hotel. The Company agrees to indemnify and hold
Company harmless against any and all liability, loss,
damages, costs and expenses which Company may incur,
including, but not limited to, reasonable attorneys' fees
and costs, and which Company may be required to pay,
directly or indirectly, by reason of the content of the
Hotel's claims for reimbursement and billing information
or because of any error or omission or misrepresentation
in such information which directly or indirectly results
in any liability, loss and/or damage to Company.
iv. Company's liability with respect to this Agreement is
limited to its charges paid by the Hotel in connection
with this Agreement due to any error by Company; no
special or consequential damages may be recovered by the
Hotel. It is further expressly understood and agreed that
Company shall not be liable to any third person for any
damages or injuries which said third person may incur,
directly or indirectly, as a result of any errors or
omissions of the Hotel or in connection with any bookings.
8. RELATIONSHIP OF THE PARTIES. The relationship of the Company to the
Hotel shall be strictly as independent parties and nothing in this
Agreement shall be construed to place the parties in the relationship of
partners, joint venturers or agents.
9. MISCELLANEOUS PROVISIONS.
a. NOTICES. All notices and requests in connection with this
Agreement shall be given or made upon the respective party in
writing and shall be deemed to be given on the date such notice
or request shall be deposited in the U.S. Mail,
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postage prepaid, certified, return receipt requested and
addressed as set forth below on the signature page.
b. ASSIGNMENT. This Agreement and the rights granted hereunder may
not be assigned in whole or in part by the Hotel without the
prior written consent of the Company. The Company may assign this
Agreement and the rights granted hereunder to any third party.
c. FURTHER ASSURANCES. All parties hereto shall execute and deliver
such other instruments and do such other acts as may be necessary
to carry out the intent and purposes of this Agreement.
d. WAIVER. The Company's failure to exercise in any respect any
right provided for herein shall not be deemed a waiver of any
right hereunder.
e. SEVERABILITY. If any provision of this Agreement shall be held to
be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way
be affected or impaired thereby.
f. CHOICE OF LAW. This Agreement shall be governed by, construed,
interpreted and the rights of the parties determined in
accordance with the laws of Florida, without references to the
principles of conflicts of law. Venue for any litigation
concerning this Agreement shall be the Southern District of
Florida and Palm Beach County, Florida.
g. BINDING EFFECT. This Agreement shall be binding upon and inure
to the benefit of the heirs, successors, and assigns.
h. ENTIRE AGREEMENT. Each party acknowledges that it has read this
Agreement and any attached Addenda, understands it, and agrees to
be bound by its terms and further agrees that it is the complete
and exclusive statement of the Agreement between the parties,
which supersedes and merges all prior proposals, understandings
and all other agreements, oral and written between the parties
relating to the subject matter of this Agreement. This Agreement
may not be modified or altered in any form except by a written
instrument duly executed by both parties.
THE PARTIES ACKNOWLEDGE THAT EACH HAS READ ALL OF THE TERMS OF THIS AGREEMENT
AND AGREES TO BY ITS TERMS AND CONDITIONS.
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