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EXHIBIT 10.60
HOTEL CLEARING CORPORATION
SUBSCRIBER AGREEMENT
American Express Travel Related Services, Inc. (SUBSCRIBER) hereby contracts
with THE HOTEL CLEARING CORPORATION ("HCC") to provide records of hotel
reservation bookings and to process hotel reservation commissions on the
following terms and conditions:
Definitions:
"SUBSCRIBER" is the travel agency and all of its participating wholly owned
travel agent locations.
"HCC System" is HCC's clearing house system which accounts for reservations
made by travel agents with HCC Hotels and processes commissions payable to
those travel agents for the reservations.
"HCC Hotel" is a hotel property who is a participant in the HCC System and whom
Subscriber and the hotel have directed HCC to collect from.
"HCC Reservation" is a reservation at an HCC Hotel originated by SUBSCRIBER for
which the HCC Hotel has been paid for all or a part of the reserved stay,
including non-refundable deposits for reservations originated by SUBSCRIBER,
for which SUBSCRIBER is entitled to a commission. HCC Reservations include
reservations made by telephone or electronically.
"HCC Reconciliation Report" is a record of all HCC Reservations for a specified
month and a computation of the commission due SUBSCRIBER for those
reservations.
"Subscriber Commission" is the commission payment owed to SUBSCRIBER by an HCC
Hotel as reported in the HCC Reconciliation Report less the HCC Fee.
1. Term and Termination. The initial term of this Agreement shall be one
(1) year. After the expiration of the initial term, either party may terminate
this Agreement on thirty (30) days advance written notice.
2. "HCC Fee". This is the amount paid by SUBSCRIBER to HCC for the
services set forth herein which shall be (i) from May 1, 1997 until August 31,
1997, or until such time as Marriott becomes a fully participating HCC Hotel,
whichever occurs first, an amount equal to * of the total monthly commission
paid by HCC Hotels to SUBSCRIBER as set forth on the HCC Reconciliation Report
and (ii) for the remainder of the term of this Agreement, an amount equal to *
of the total monthly commission paid by HCC Hotels to SUBSCRIBER as set forth
on the HCC Reconciliation Report.
3. The HCC System. During the term of this Agreement, HCC shall within
fifteen (15) business days after the end of each calendar month (the "Month"),
(i) submit a HCC Reconciliation Report to each HCC Hotel for payment to HCC of
all commissions the HCC Hotel owes to SUBSCRIBER for HCC Reservations for the
Month, (ii) transmit to SUBSCRIBER by mail the monthly HCC Reconciliation
Report and (iii) pay to SUBSCRIBER by check in the local currency of SUBSCRIBER
the total Subscriber Commissions paid by all HCC Hotels pursuant to the HCC
Reconciliation Report for the Month (converted to U.S. dollars if necessary).
4. Optional Services. HCC will provide the following services selected by
SUBSCRIBER for the fee indicated:
[ ] Electronic fund transfer of the Subscriber Commission to
SUBSCRIBER's U.S. bank account.
*Confidential Treatment Requested
INFORMATION CONTAINED IN THIS AGREEMENT HAS BEEN OMITTED SUBJECT TO A
CONFIDENTIAL TREATMENT REQUEST AND HAS BEEN FILED SEPARATELY WITH THE S.E.C.
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Monthly Fee: Waived.
[ ] Electronic media transfer to SUBSCRIBER of the HCC Reconciliation
Report.
Monthly Fee: Waived.
[ ] Quarterly and annual executive summary reports (by ARC number,
HCC assigned customer number or payment location) of Subscriber
Commission transactions which includes information by hotel,
number of room nights, commissionable revenue and average
commission per stay.
Monthly Fee: Waived.
5. Acknowledgment and Disclaimer. SUBSCRIBER acknowledges that the
services rendered by HCC are those of a clearing house and, except as expressly
set forth herein, under no circumstances shall HCC be responsible for the
collection of commissions owing SUBSCRIBER. HCC shall not be responsible or
liable for any inaccuracy in the information provided to SUBSCRIBER in the HCC
Reconciliation Report. HCC shall only be liable to SUBSCRIBER for the amount
of commissions actually collected by HCC, less the HCC Fee as described herein.
In the event HCC shall fail in any respect to perform the services set forth
herein, it shall, under no circumstances, be liable for uncollected commissions
to SUBSCRIBER or except as set forth in section 7C below, any other liability
resulting therefrom including, without limitation, consequential damages FOR
ANY BREACH OF THIS AGREEMENT BY HCC SHALL BE TERMINATION OF THIS AGREEMENT AND
THE AMOUNT OF COMMISSIONS ACTUALLY COLLECTED BY HCC. ALL WARRANTIES EXPRESS OR
IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF FITNESS FOR A PARTICULAR
PURPOSE, MERCHANTABILITY, GOOD AND WORKMANLIKE PRODUCT OR SERVICE, OR
OTHERWISE, ARE DISCLAIMED AND WAIVED. In the event a failure or delay in the
performance of this Agreement results from an act of God, labor strike or other
events beyond the control of the party obligated to perform, such failure or
delay shall not constitute a breach of this Agreement nor shall the parties
hereto be liable for damages resulting from such event.
6. Dispute Resolution. In the event SUBSCRIBER shall initiate any action
against HCC arising out of this Agreement, governing law shall be that of
Texas, without regard to choice of laws, and venue shall be Dallas, Texas. In
the event HCC shall initiate any action against SUBSCRIBER arising out of this
Agreement, governing law shall be that of New York, without regard to choice of
laws, and venue shall be New York, New York. In the event a dispute arises
between SUBSCRIBER and a HCC Hotel with respect to a HCC Reconciliation Report,
HCC shall have no obligation or liability with respect to such dispute between
SUBSCRIBER and a HCC Hotel with respect to a HCC Reconciliation Report, HCC
shall have no obligation or liability with respect to such dispute and
SUBSCRIBER agrees that SUBSCRIBER shall be solely responsible for any action to
resolve the dispute and/or to collect its commission.
7. Miscellaneous.
a) Any notice to be provided with respect to any matter arising out
of this Agreement shall be in writing and shall be delivered by
certified mail or next day delivery.
b) HCC may not use SUBSCRIBER's name or logo without SUBSCRIBER's
prior written consent except as required by law or in connection
with mandatory filings with governmental agencies.
c) HCC agrees to indemnify and hold harmless SUBSCRIBER from any
loss, cost, damage or expense of SUBSCRIBER arising out of HCC's
negligence or willful misconduct.
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d) Neither party shall be liable to the other party for actions
between the parties for special, indirect or consequential
damages.
e) Any proprietary information disclosed to one party by the other
or its representatives shall be so designated and shall be
treated as confidential.
f) This Agreement contains all of the provisions of any agreement
between HCC and SUBSCRIBER with respect to the subject matter set
forth herein and all agreements in effect prior to the date
hereof with respect to the subject matter hereof, including but
not limited to HCC Subscriber Agreements executed prior to the
date hereof, are hereby terminated. SUBSCRIBER has not relied
upon any promises or representations by HCC except as set forth
herein.
g) This Agreement shall be binding upon and shall inure to the
benefit of the heirs, successors and assigns of the parties
hereto.
THE HOTEL CLEARING CORPORATION AMERICAN EXPRESS TRAVEL RELATED
0000 XXXXXX XXXXX XXXX., XXXXX 0000 SERVICES, INC.
XXXXXX, XXXXX 00000 00000 X. 00XX XXXXXX
XXXXXXX, XXXXXXX 00000
/s/ M. XXXXXXXX XXXX /s/ XXXXXX XXXXXXXX
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(Signature) (Signature)
M. Xxxxxxxx Xxxx Xxxxxx Xxxxxxxx
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Printed Name Printed Name
7/18/97 7/16/97
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Date Date
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