DAYS INN SYSTEM LICENSE AGREEMENT
Exhibit 10.8 | |
Location: Dozza, Italy Unit No.: 15058 |
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DAYS INN SYSTEM LICENSE AGREEMENT |
THIS LICENSE AGREEMENT (“Agreement”), dated 1 March, 2004, is between DAYS MASTER ITALIA S.p.a., an Italian company with liability limited by stock, (“we”, “our” or “us”), and HOSPITALIA S.p.a., an Italian company with liability limited by stock (“you”). The definitions of capitalized terms are found in Appendix A. In consideration of the following mutual promises, the parties agree as follows:
You must provide us with proof that you own or lease the Facility before or within 30 days after the Effective Date.
You must begin renovation of the Facility no later than sixty (60) days after the date when You will receive from us our approval together with the Punch List substantially similar to that attached to this Agreement.
The deadline for completing the pre-opening phase of conversion and renovation, when the Facility must score at least 400 points (or equivalent score) under our quality assurance inspection system and be ready to open for business under the System, is one hundred twenty (120) days after the Effective Date.
All renovations will comply with Territory System Standards, any Approved Plans and any Punch List approved by us.
Your general contractor or you must carry the insurance required under this Agreement during renovation.
You must complete the pre-opening renovation specified on the Punch List and the Facility must pass its pre-opening quality assurance inspection with a score of at least 400 points (or equivalent) before we consider the Facility to be ready to open under the System.
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You must continue renovation and improvement of the Facility after the Opening Date as the Punch List requires so that the Facility scores at least 425 points (or equivalent) on a quality assurance inspection within nine (9) months after the Opening Date.
We may, in our sole discretion, terminate this Agreement by giving written notice to you (subject to applicable law) if :
(1) you do not commence or complete the pre-opening or post-opening improvements of the Facility by the dates specified in this Section, or
(2) you prematurely identify the Facility as a Chain Facility or begin operation under the System name described in Schedule B in violation of Section 3.3 and you fail to either complete the pre-opening Improvement Obligation or cease operating and/or identifying the Facility under the Marks and System within five days after we send you written notice of default.
Time is of the essence for the Improvement Obligation. We may, however, in our sole discretion, grant one or more extensions of time to perform any phase of the Improvement Obligation. You will pay us a non-refundable extension fee of € 50.00 (fifty /00) per room for each day of any extension of the deadline for completing pre-opening improvements. This fee will be payable to us after each 30 days of the extension. You will pay us the balance of the extension fee outstanding when the Facility opens under the System 10 days after the Opening Date. The grant of an extension will not waive any other default existing at the time the extension is granted.
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3.6 Marketing. You will participate in System marketing programs, including the Directory and the Reservation System. You will obtain and maintain the computer and communications service and equipment we specify to participate in the Reservation System. You will comply with our rules and standards for participation, and will honor reservations and commitments to guests and travel industry participants. You may implement, at your option and expense, your own local advertising. Your advertising materials must use the Marks correctly, and must comply with Territory System Standards or be approved in writing by us prior to publication. You will stop using any non-conforming, out-dated or misleading advertising materials if we so request.
3.6.1 You may participate in any regional marketing, training or management alliance or cooperative of Chain licensees formed to serve the Chain Facilities in your area. We may assist the cooperative collect contributions. You may be excluded from cooperative programs and benefits if you don’t participate in all cooperative programs according to their terms, including making payments and contributions when due.
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4.1.6 We may charge you a reasonable cancellation fee if you cancel your training program commitments or reservations within 30 days (or such shorter period as we may specify) before the start of any training program at which you or your representative has a reservation. We may charge you tuition for your representatives to attend mandatory sessions other than those people we require to attend the training and fees for instructional materials.
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4.3 Marketing.
4.3.1 We, Global Services and DIA will promote public awareness and usage of Chain Facilities by implementing advertising, promotion, publicity, market research and other marketing programs, training programs and related activities, and the production and distribution of publications and Directories. These parties will determine in their discretion: (i) The nature and type of media placement; (ii) The allocation (if any) among international, national, regional and local markets; and (iii) The nature and type of advertising copy, other materials and programs. These parties or their affiliates may be reimbursed for the reasonable direct and indirect costs, overhead or other expenses of providing marketing services from Royalties or other fees collected for marketing. We are not obligated to supplement or advance funds available from Chain licensees in the Territory to pay for marketing activities. We do not promise that the Facility or you will benefit directly or proportionately from marketing activities.
4.3.2 We may, at our discretion, implement or participate in special international, national, regional or local promotional programs (which may or may not include the Facility) and may make available to you (to use at your option) media advertising copy and other marketing materials for prices which reasonably cover the materials’ direct and indirect costs.
4.3.3. We will cause DIA to include the Facility in the Chain Directory after it opens if you submit the information we request on time, and you are not in default under this Agreement at the time we must arrange for publication. We will supply Directories to you for display at locations specified in the Territory System Standards Manual or policy statements. We may assess you a reasonable charge for the direct and indirect expenses (including overhead) of producing and delivering the Directories on the same basis as we assess other Chain licensees in the Territory.
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4.7 Territory System Standards Manual and Other Publications. We will specify Territory System Standards in the Territory System Standards Manual, policy statements or other publications. We will lend you one copy of the Territory System Standards Manual promptly after we sign this Agreement. We will send you any Territory System Standards Manual revisions and/or supplements as and when issued. We will send you all other publications for Chain licensees in the Territory and all separate policy statements in effect from time to time.
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7. Recurring Fees and Interest.
7.1 You will pay us certain “Recurring Fees” in currency ten days after the month in which they accrue, without billing or demand. Recurring Fees include the following:
7.1.1 A “Royalty” equal to one and two-half percent (2.5 %) plus VAT when due of Gross Room Revenues of the Facility accruing during the calendar month, accrues from the earlier of the Opening Date or the date you identify the Facility as a Chain Facility or operate it under a Xxxx until the end of the Term.
7.1.2 A “Marketing Contribution” equal to one percent (1 %) plus VAT of Gross Room Revenues accruing during the calendar month, beginning when the Royalty does.
7.1.3 “Reservation System User Fee” including a “Basic Reservation Charge” for participation in and availability of the Reservation System as set forth in Schedule C, and the charges and fees referred to in Schedule C or Section 4.2 of this Agreement, accrues from the Opening Date until the end of the Term, including during suspension periods. We reserve the right to increase or modify the Reservation System User Fees for all Chain Facilities, and to add other fees and charges for new services, at our sole discretion as to amount or formula, from time to time, but with at least 30 days prior written notice, by substituting a new Schedule C or otherwise, to reflect changes in the fully allocated costs of providing Reservation System-related services, and to add, drop or modify the types of reservation services we offer. You will also pay or reimburse us for travel and other agent commissions paid for certain reservations at the Facility and a “GDS Fee” levied to pay for reservations for the Facility originated or processed through the Global Distribution System, the Internet and other reservation systems and networks. We may charge a reasonable service fee for this service. Days Inn Facilities outside the Territory may be charged for reservation service using a different formula.
7.3 “Interest” is payable when you receive our invoice on any past due amount payable to us under this Agreement at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is less, accruing from the due date until the amount is paid.
7.4 If a transfer occurs, your transferee or you will pay us our then current Application Fee and a “Relicense Fee” equal to the Initial Fee we would then charge a new licensee for the Facility.
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8.1 Independent of your obligation to procure and maintain insurance, you will indemnify, defend and hold the Indemnitees harmless, to the fullest extent permitted by law, from and against all Losses and Expenses, incurred by any Indemnitee for any investigation, claim, action, suit, demand, administrative or alternative dispute resolution proceeding, relating to or arising out of any transaction, occurrence or service at, or involving the operation of, the Facility, any breach or violation of any contract or any law, regulation or ruling by, or any act, error or omission (active or passive) of, you, any party associated or affiliated with you or any of the owners, officers, directors, employees, agents or contractors of you or your affiliates, including when you are alleged or held to be the actual, apparent or ostensible agent of the Indemnitee, or the active or passive negligence of any Indemnitee is alleged or proven. You have no obligation to indemnify an Indemnitee for damages to compensate for property damage or personal injury if a court of competent jurisdiction makes a final decision not subject to further appeal that the Indemnitee engaged in willful misconduct or intentionally caused such property damage or bodily injury. This exclusion from the obligation to indemnify shall not, however, apply if the property damage or bodily injury resulted from the use of reasonable force by the Indemnitee to protect persons or property.
8.2 You will respond promptly to any matter described in the preceding paragraph, and defend the Indemnitee. You will reimburse the Indemnitee for all costs of defending the matter, including reasonable attorneys’ fees, incurred by the Indemnitee if your insurer or you do not assume defense of the Indemnitee promptly when requested, or separate counsel is appropriate, in our discretion, because of actual or potential conflicts of interest. We must approve any resolution or course of action in a matter that could directly or indirectly have any adverse effect on us or the Chain, or could serve as a precedent for other matters.
9. Your Assignments, Transfers and Conveyances.
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11.2 Termination. We may terminate the License, or this Agreement if the Opening Date has not occurred, effective when we send written notice to you or such later date as required by law or as stated in the default notice, when (1) you do not cure a default as provided in Section 11.1 or we are authorized to terminate under Section 3.1, (2) you discontinue operating the Facility as a “Days Inn”, (3) you do or perform, directly or indirectly, any act or failure to act that in our reasonable judgment is or could be injurious or prejudicial to the goodwill associated with the Marks or the System, (4) you lose possession or the right to possession of the Facility, (5) you (or any guarantor) suffer the termination of another license or franchise agreement with us or one of our affiliates, (6) you intentionally maintain false books and records or submit a materially false report to us, (7) you (or any guarantor) generally fail to pay debts as they come due in the ordinary course of business, (8) you, any guarantor or any of your owners or agents misstated to us or omitted to tell us a material fact to obtain or maintain this Agreement with us, (9) you receive two or more notices of default from us in any one year period (whether or not you cure the defaults), (10) a violation of Section 9 occurs, or a Transfer occurs before the relicensing process is completed, (11) you or any of your Equity Interest owners contest in court the ownership or right to franchise or license all or any part of the System or the validity of any of the Marks, (12) subject to applicable laws affecting the rights of creditors, you, any guarantor or the Facility is subject to any voluntary or involuntary bankruptcy, liquidation, dissolution, receivership, assignment, reorganization, moratorium, composition or a similar action or proceeding that is not dismissed within 60 days after its filing, or (13) you maintain or operate the Facility in a manner that endangers the health or safety of the Facility’s guests.
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11.3 Casualty and Condemnation.
11.3.1 You will notify us promptly after the Facility suffers a Casualty that prevents you from operating in the normal course of business, with less than 75% of guest rooms available. You will give us information on the availability of guest rooms and the Facility’s ability to honor advance reservations. You will tell us in writing within 60 days after the Casualty whether or not you will restore, rebuild and refurbish the Facility to conform to Territory System Standards and its condition prior to the Casualty. This restoration will be completed within 180 days after the Casualty. You may decide within the 60 days after the Casualty, and if we do not hear from you, we will assume that you have decided, to terminate this Agreement, effective as of the date of your notice or 60 days after the Casualty, whichever comes first. If this Agreement so terminates, you will pay all amounts accrued prior to termination and follow the post-termination requirements in Section 13. You will not be obligated to pay Liquidated Damages if the Facility will no longer be used as an extended stay or transient lodging facility after the Casualty.
11.3.2 You will notify us in writing within 10 days after you receive notice of any proposed Condemnation of the Facility, and within 10 days after receiving notice of the Condemnation date. This Agreement will terminate on the date the Facility or a substantial portion is conveyed to or taken over by the condemning authority.
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12.1 Generally. If we terminate the License under Section 11.2, or you terminate this Agreement (except under Section 11.3 or as a result of our default which we do not cure within a reasonable time after written notice), you will pay us within 30 days following the date of termination, as Liquidated Damages, an amount equal to the sum of accrued Royalties and Basic Reservation Charges during the immediately preceding 24 full calendar months (or the number of months remaining in the unexpired Term at the date of termination, whichever is less). If the Facility has been open for less than 24 months, then the amount shall be the average monthly Royalties and Basic Reservation Charges since the Opening Date multiplied by 24. You will also pay any applicable Taxes assessed on such payment. Liquidated Damages will not be less than the product of € 200.00 (two hundreds /00) multiplied by the number of guest rooms in the Facility. If we terminate this Agreement under Section 3 before the Opening Date, you will pay us within 10 days after you receive our notice of termination Liquidated Damages equal to one-half the amount payable for termination under Section 11.2. Liquidated Damages are paid in place of our claims for lost future Recurring Fees under this Agreement. Our right to receive other amounts due under this Agreement is not affected.
13.2 Other Duties. You will pay all amounts owed to us under this Agreement within 10 days after termination. You will owe us Recurring Fees on Gross Room Revenues accruing while the Facility is identified as a “Days Inn”, including the Reservation System User Fees for so long as the Facility receives service from the Reservation System. We may immediately remove the Facility from the Reservation System and divert reservations as authorized in Section 11.4. We shall have the right, but not the obligation, to purchase some or all of the Facility’s Xxxx-bearing FF&E and supplies at the lower of their cost or net book value, with the right to set off their aggregate purchase price against any sums then owed us by you.
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14. Your Representations and Warranties. You expressly represent and warrant to us as follows:
14.3 No Misrepresentations or Implied Covenants. All written information you submit to us about the Facility, you, your owners, any guarantor, or the finances of any such person or entity, was or will be at the time delivered and when you sign this Agreement, true, accurate and complete, and such information contains no misrepresentation of a material fact, and does not omit any material fact necessary to make the information disclosed not misleading under the circumstances. There are no express or implied covenants or warranties, oral or written, between we and you except as expressly stated in this Agreement.
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15.4 Confidential Information. You will take all appropriate actions to preserve the confidentiality of all Confidential Information. Access to Confidential Information should be limited to persons who need the Confidential Information to perform their jobs and are subject to your general policy on maintaining confidentiality as a condition of employment or who have first signed a confidentiality agreement. You will not permit copying of Confidential Information (including, as to computer software, any translation, decompiling, decoding, modification or other alteration of the source code of such software). You will use Confidential Information only for the Facility and to perform under this Agreement. Upon termination (or earlier, as we may request), you shall return to us all originals and copies of the Territory System Standards Manual, policy statements and Confidential Information “fixed in any tangible medium of expression”. Your obligations under this subsection commence when you sign this Agreement and continue for trade secrets (including computer software we license to you) as long as they remain secret and for other Confidential Information, for as long as we continue to use the information in confidence, even if edited or revised, plus three years. We will respond promptly and in good faith to your inquiry about continued protection of any Confidential Information.
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17.2 Waivers, Modifications and Approvals. If we allow you to deviate from this Agreement, we may insist on strict compliance at any time after written notice. Our silence or inaction will not be or establish a waiver, consent, course of dealing, implied modification or estoppel. All modifications, waivers, approvals and consents of or under this Agreement by us must be in writing and signed by our authorized representative to be effective.
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Your name: | Hospitalia S.p.a. - Attention: Mrs. Graziella Bortolazzi |
Your address: | Xxx Xxxxxxxxx Xxxxxx 00, 00000 Xxxxxx, Xxxxx |
Your fax No.: | + 00 00 000 00 000 |
Our Name: | Days Master Italia S.p.a. - Attention: Xx. Xxxxxx Xxxxxxxxx |
Our Address: | Xxx Xxxxxxx 000, 00000 Xxxxxx, Xxxxx |
Our Fax No: | + 00 00 000 000 000 |
17.6 Arbitration. All controversies, disputes or claims arising in connection with, from or with respect to this Agreement, including those ones connected to its validity, interpretation, compliance and termination, shall be submitted for arbitration to a sole arbitrator jointly appointed by you and us or, in case of disagreement about the designation of the arbitrator, by the President of the Court of Rimini. The arbitrator shall judge the settlement under terms and procedures of Italian law under the rules of the paragraph 806 and following of the Italian c.p.c.. The fee of the arbitrator shall be those minimum provided by the arbitrator’s professional association. The arbitration proceeding shall have to be conducted in Rimini, Italy.
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17.7 Relationship To Master License.
17.7.1 We have the authority to enter into this Days Inn System License Agreement with you because we are the Master Licensee for the Territory under the terms of a Master License Agreement (the “Master License Agreement”) dated as of June 1, 2000, between Global Services and us. We are also the licensee under a Trademark License Agreement between DIA and us, dated the same date. These Agreements give us the authority to franchise the Days Inn System in the Territory. Under the Master License Agreement, Global Services has the right to disapprove sites for Chain Facilities, disapprove plans and specifications for new construction Chain Facilities or renovation plans and improvements for conversion Chain Facilities, inspect Chain Facilities before opening and require improvements to be made before opening is authorized, change or modify the delivery of Reservation System Services, create and operate international marketing funds and provide the Directory, modify System Standards for all Chain Facilities, which will cause potential changes in the Territory System Standards that apply to the Facility and to you, create, modify and terminate Marks that you will be authorized to use, require you to sign authorized or registered user instruments or agreements and have the same recorded with appropriate government authorities, create and distribute confidential information, approve any changes to the form of License Agreement we use for Days Inn System franchises, require that we take action against defaulting licensees of Chain Facilities, cause us to demand compliance with all Territory System Standards, suspend reservation service to any Chain Facility in default under its License Agreement, restrict our ability to formulate modifications of this Agreement or enter into workout and forbearance agreements with licensees, require us to cause each Chain Facility to be equipped with a battery operated or hard-wired smoke and fire alarm system and secure guest room locking and building access systems and otherwise perform in accordance with the Master License Agreement. Global Services and its agents shall have right at any time during regular business hours to inspect the Facility jointly with our employees or agents, and to audit your books and records.
17.7.2 At the option of Global Services, it may acquire our rights under this Agreement if the Master License Agreement terminates, in which case it would assume our obligations to provide services to you under this Agreement and perform in our place. You agree that if that occurs, you will continue to perform under this Agreement and will honor all of its terms, covenants and conditions. If you are notified that this Agreement has been assumed by Global Services or its designee, you will promptly provide Global Services or the designee, at the address it gives you for communications, copies of all written modifications and agreements signed by both we and you for the effective performance of either party under this Agreement. No agreements or modifications not in writing and signed by both parties will be effective to modify the terms of this Agreement if it is assumed by Global Services or its designee. If we terminate the Master License Agreement because Global Services does not perform, Global Services or its designee will assume our obligations under this Agreement as franchisor. If you do not approve of the designee of Global Services for any reason, you may terminate this Agreement without penalty or payment of Liquidated Damages and giving written notice to Global Services that must be given within 30 days after you are notified by Global Services of the designee that it has assumed our obligations under this Agreement. Any amounts owed by us to you accruing from before any assumption of this Agreement by Global Services or its designee will be our responsibility and not the responsibility of Global Services.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first stated above.
WE:
Days Master Italia
S.p.a.
/s/ Xxxxxx Xxxxxxxxx
Title: President
YOU, as
licensee:
Hospitalia S.p.a.
/s/ Graziella
Bortolazzi
Title: CEO
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APPENDIX A
DEFINITIONS
Agreement means this License Agreement.
Application Fee means the fee you pay when you submit your Application under Section 6.
Approved Plans means your plans and specifications for constructing or improving the Facility initially or after opening, as approved by us under Section 3.
Casualty means destruction or significant damage to the Facility by act of God or other event beyond your reasonable anticipation and control.
Chain means the network of Chain Facilities worldwide.
Chain Facility means a lodging facility we own, lease, manage, operate or authorize another party to operate using the System and identified by the Marks in the Territory.
Condemnation means the taking of the Facility for public use by a government or public agency legally authorized to do so, permanently or temporarily, or the taking of such a substantial portion of the Facility that continued operation in accordance with the Territory System Standards, or with adequate parking facilities, is commercially impractical, or if the Facility or a substantial portion is sold to the condemning authority in lieu of condemnation.
Conference Fee means the fee we charge for your attendance at a conference for Chain Facilities and their licensees when and if held, or the fee charged by DIA for the Days Inn Chain conference .
Confidential Information means any trade secrets we own or protect and other proprietary information not generally known to the lodging industry including confidential portions of the Territory System Standards Manual or information we otherwise impart to you and your representatives in confidence. Confidential Information includes the “Standards of Operation and Design Manual” and all other Territory System Standards manuals and documentation, including those on the subjects of employee relations, finance and administration, field operation, purchasing and marketing, the Reservation System software and applications software.
Days Inn Facilities means all facilities authorized to operate under the Days Inn System worldwide.
Design Standards mean standards specified in the Territory System Standards Manual from time to time for design, construction, renovation, modification and improvement of new or existing Chain Facilities, including all aspects of facility design, number of rooms, rooms mix and configuration, construction materials, workmanship, finishes, electrical, mechanical, structural, plumbing, HVAC, utilities, access, life safety, parking, systems, landscaping, amenities, interior design and decor and the like for a Chain Facility.
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DIA means Days Inns of America, Inc., its successors and assigns.
Directory means the general purpose directory DIA publishes listing the names and addresses of Days Inn Facilities.
Effective Date means the date we insert in the Preamble of this Agreement after we sign it.
Equity Interests shall include, without limitation, all forms of equity ownership of you, including voting stock interests, partnership interests, limited liability company membership or ownership interests, joint and tenancy interests, the proprietorship interest, trust beneficiary interests and all options, warrants, and instruments convertible into such other equity interests.
Equity Transfer means any transaction in which your owners or you sell, assign, transfer, convey, pledge, or suffer or permit the transfer or assignment of, any percentage of your Equity Interests that will result in a change in control of you to persons other than those disclosed on Schedule B, as in effect prior to the transaction. Unless there are contractual modifications to your owners’ rights, an Equity Transfer of a corporation or limited liability company occurs when either majority voting rights or beneficial ownership of more than 50% of the Equity Interests changes. An Equity Transfer of a partnership occurs when a newly admitted partner will be the managing, sole or controlling general partner, directly or indirectly through a change in control of the Equity Interests of an entity general partner. An Equity Transfer of a trust occurs when either a new trustee with sole investment power is substituted for an existing trustee, or a majority of the beneficiaries convey their beneficial interests to persons other than the beneficiaries existing on the Effective Date. An Equity Transfer does not occur when the Equity Interest ownership among the owners of Equity Interests on the Effective Date changes without the admission of new Equity Interest owners. An Equity Transfer occurs when you merge, consolidate or issue additional Equity Interests in a transaction which would have the effect of diluting the voting rights or beneficial ownership of your owners’ combined Equity Interests in the surviving entity to less than a majority.
Facility means the Location, together with all improvements, buildings, common areas, structures, appurtenances, facilities, entry/exit rights, parking, amenities, FF&E and related rights, privileges and properties existing at the Location on the Effective Date or afterwards.
FF&E means furniture, fixtures and equipment.
FF&E Standards means standards specified in the Territory System Standards Manual for FF&E and supplies to be utilized in a Chain Facility.
Food and Beverage means any restaurant, catering, bar/lounge, entertainment, room service, retail food or beverage operation, continental breakfast, food or beverage concessions and similar services offered at the Facility.
Global Services means Cendant Global Services B.V., its successors and assigns.
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Gross Room Revenues means gross revenues attributable to or payable for rentals of guest rooms at the Facility, including all credit transactions, whether or not collected, but excluding separate charges to guests for Food and Beverage, room service, telephone charges, key forfeitures and entertainment; vending machine receipts; and federal, state and local sales, occupancy and use taxes.
Improvement Obligation means your obligation to either (i) renovate and upgrade the Facility, or (ii) construct and complete the Facility, in accordance with the Approved Plans and Territory System Standards, as described in Section 3.
Indemnitees means us, our direct and indirect parent, subsidiary and sister corporations, Cendant Corporation, Cendant Finance Holding Corporation, Cendant Global Services, Inc., Cendant Global Services B.V., DIA and the respective officers, directors, shareholders, employees, agents and contractors, and the successors, assigns, personal representatives, heirs and legatees of all such persons or entities.
Initial Fee means the fee you are to pay for signing this Agreement as stated in Section 6.1.
License means the non-exclusive license to operate the type of Chain Facility described in Schedule B only at the Location, using the System and the Xxxx we designate in Section 1.
License Year means the one-year period beginning on the Opening Date and each subsequent anniversary of the Opening Date and ending on the day preceding the next anniversary of the Opening Date.
Liquidated Damages means the amounts payable under Section 12, set by the parties because actual damages will be difficult or impossible to ascertain on the Effective Date and the amount is a reasonable pre-estimate of the damages that will be incurred and is not a penalty.
Location means the parcel of land and building situated at Xxx Xxxxx xxx Xx 00, Xxxxx (Xxxxx), as more fully described in Schedule A.
Losses and Expenses means all payments or obligations to make payments either (i) to or for third party claimants by any and all Indemnitees, including guest refunds, or (ii) incurred by any and all Indemnitees to investigate, respond to or defend a matter, including without limitation investigation and trial charges, costs and expenses, attorneys’ fees, experts’ fees, court costs, settlement amounts, judgments and costs of collection.
Maintenance Standards means the standards specified from time to time in the Territory System Standards Manual for repair, refurbishment and replacement of FF&E, finishes, decor, and other capital items and design materials in Chain Facilities.
Marks means, collectively (i) the service marks associated with the System published in the Territory System Standards Manual from time to time including, but not limited to, the name, design and logo for “Days Inn” and other marks (U.S. Reg. Nos.: 1,160,430; 1,160,431; 1,420,612; 1,469,518; and 1,003,834) [local registration information] and (ii) trademarks, trade names, trade dress, logos and derivations, and associated good will and related intellectual property interests.
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Marks Standards means standards specified in the Territory System Standards Manual for interior and exterior Xxxx-bearing signage, advertising materials, china, linens, utensils, glassware, uniforms, stationery, supplies, and other items, and the use of such items at the Facility or elsewhere.
Minor Renovation means the repairs, refurbishing, repainting, and other redecorating of the interior, exterior, guest rooms, public areas and grounds of the Facility and replacements of FF&E we may require you to perform under Section 3.16.
Minor Renovation Ceiling Amount means € 1,500.00 (one thousand five hundreds /00) per guest room.
Minor Renovation Notice means the written notice from us to you specifying the Minor Renovation to be performed and the dates for commencement and completion given under Section 3.16.
Opening Date means the date on which we authorize you to open the Facility for business identified by the Marks and using the System.
Operations Standards means standards specified in the Territory System Standards Manual for cleanliness, housekeeping, general maintenance, repairs, concession types, food and beverage service, vending machines, uniforms, staffing, employee training, guest services, guest comfort and other aspects of lodging operations.
Permitted Transferee means (i) any entity, natural person(s) or trust receiving from the personal representative of an owner any or all of the owner’s Equity Interests upon the death of the owner, if no consideration is paid by the transferee or (ii) the spouse or adult issue of the transferor, if the Equity Interest transfer is accomplished without consideration or payment, or (iii) any natural person or trust receiving an Equity Interest if the transfer is from a guardian or conservator appointed for an incapacitated or incompetent transferor.
Punch List means the list of upgrades and improvements, that we deliver to you in a form substantially similar to that attached as part of Schedule B, which you are required to complete under Section 3.
Recurring Fees means fees paid to us on a periodic basis, including without limitation, Royalties, Reservation System User Fees, and other reservation fees and charges as stated in Section 7.
Relicense Fee means the fee your transferee or you pay to us under Section 7 when a Transfer occurs.
Reservation System User Fees means the fees you pay to us, Global Services or DIA under Section 7 and Schedule C for reservation services, including the Basic Reservation Charge and any other fees we charge for services provided by or through the Reservation System.
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Reservation System or “Central Reservation System” means the system for offering to interested parties, booking and communicating guest room reservations for Chain Facilities described in Section 4.2.
Rooms Addition Fee means the fee we charge you for adding guest rooms to the Facility.
Royalty means the monthly fee you pay to us for use of the System under Section 7.1. “Royalties” means the aggregate of all amounts owed as a Royalty.
System means the comprehensive system for providing guest lodging facility services under the Marks as we, Global Services or DIA may specify which at present includes only the following: (a) the Marks; (b) other intellectual property, including Confidential Information, Territory System Standards Manual and know-how; (c) marketing, advertising, publicity and other promotional materials and programs; (d) Territory System Standards; (e) training programs and materials; (f) quality assurance inspection and scoring programs; and (g) the Reservation System.
Technology Standards means standards specified in the Territory System Standards Manual for local and long distance telephone communications services, telephone, telecopy and other communications systems, point of sale terminals and computer hardware and software for various applications, including, but not limited to, front desk, rooms management, records maintenance, marketing data, accounting, budgeting and interfaces with the Reservation System to be maintained at the Chain Facilities.
Term means the period of time during which this Agreement shall be in effect, as stated in Section 5.
Termination means a termination of the License under Sections 11.1 or 11.2 or your termination of the License or this Agreement.
Territory means the Republic of Italy, the Republic of San Marino and Vatican City, the area in which we are licensed by Global Services to grant System licenses.
Territory System Standards means the standards for the participating in the System published in the Territory System Standards Manual, including but not limited to Design Standards, FF&E Standards, Marks Standards, Operations Standards, Technology Standards and Maintenance Standards and any other standards, policies, rules and procedures we promulgate about System operation and usage.
Territory System Standards Manual means the Standards of Operation and Design Manual and any other manual we publish or distribute specifying the Territory System Standards.
License Agreement Dozza - 24
Transfer means (1) an Equity Transfer, (2) you assign, pledge, transfer, delegate or grant a security interest in all or any of your rights, benefits and obligations under this Agreement, as security or otherwise without our consent as specified in Section 9, (3) you assign (other than as collateral security for financing the Facility) your leasehold interest in (if any), lease or sublease all or any part of the Facility to any third party, (4) you engage in the sale, conveyance, transfer, or donation of your right, title and interest in and to the Facility, (5) your lender or secured party forecloses on or takes possession of your interest in the Facility, directly or indirectly, or (6) a receiver or trustee is appointed for the Facility or your assets, including the Facility. A Transfer does not occur when you pledge or encumber the Facility to finance its acquisition or improvement, you refinance it, or you engage in a Permitted Transferee transaction.
“You” and “Your” means and refers to the party named as licensee identified in the first paragraph of this Agreement and its Permitted Transferees.
“We”, “Our” and “Us” means and refers to Days Master Italia S.p.a., an Italian company with liability limited by stock, its successors and assigns.
License Agreement Dozza - 25
SCHEDULE A
(Description of Facility)
Address:
Xxx Xxxxx xxx Xx,
00 - 00000 (BO) Dozza – Italy.
Rooms
6 - Junior Suites with jacuzzi bathroom
10 - Twin bedded rooms
18 - king size
4 - single rooms with french bed.
All the rooms are furnished in style, with a panoramic view and are equipped with the following comforts: air conditioning, telephone, minibar, tv color satellite and wire radio.
Restaurant:
Offers a cuisine which
tends to re-discover the ancient flavours of the culinary traditions of Xxxxxx
Romagna, national and international, with a touch of creativeness of the gourmet
wines. Rooms:
Garden e Swimming-pool
Conference
Center:
The congress centre,
made out of the xxxx of the ancient church, can seat up 200 people and is provided
with the most important basic audio-visual equipment. For smaller meeting or
workshops, the hotel also has more secluded rooms.
“Church”:
Can seat up to 200 people in theatre style or 60 people in horseshoe style.
Bar: Can seat up to
60 people in theatre style or 35 people in horseshoe style.
Sagrestia: Can seat
up to 35/40 people in theatre style or 20 people in horseshoe style.
Cenacolo: Can seat
up to 30 people in theatre style or 15 people in horseshoe style.
Library: Can seat up
to 10 people arround a single table
License Agreement Dozza - 26
SCHEDULE B
PART I: | YOUR OWNERS: |
Name | Ownership Percentage | Type of Equity Interest | ||||
---|---|---|---|---|---|---|
Xxxxx Xxxxxxx | 26,10 | % | Voting Stock Interest | |||
Xxxxxxxxx Xxxxx | 20,94 | % | Voting Stock Interest | |||
Xxxxxxxxx Xxxxxx | 20,94 | % | Voting Stock Interest | |||
Bortolazzi Graziella | 1,04 | % | Voting Stock Interest | |||
H2B Capital Limited, London | 30,96 | % | Voting Stock Interest | |||
Xxxxxxx Xxxxxx | 0,02 | % | Voting Stock Interest | |||
Total | 100,00 | % | ||||
PART II: | THE FACILITY: |
Primary designation of Facility: Days Inn Resort & Conference Center | |
Number of approved guest rooms: 38 | |
Parking facilities (number of spaces, description): 60 | |
PART III: | DESCRIPTION AND SCHEDULE
OF RENOVATIONS TO BE COMPLETED AS THE IMPROVEMENT OBLIGATION : |
[Punch List attached as Schedule D]
License Agreement Dozza - 27
SCHEDULE C
RESERVATION
SYSTEM USER FEES
PROPERTY TO
PROPERTY INCENTIVE PROGRAM
May 1998
The Basic Reservation Charge is equal to (i) One Percent (1.0%) of Gross Room Revenues. These amounts are subject to adjustment every three years beginning in 2000 for changes in the cost of living in the United States..
The GDS Fee described in Section 7 is €4.50 per gross reservation communicated through the Global Distribution System and €3.50 per gross reservation booked through the Internet. The travel agent commission described in Section 7 is 10% of the Gross Room Revenues generated by each reservation originated by the agent. The general sales agent commission (also known as international sales office commission) and the “property to property” incentive program sales commission payable to another Days Inn Facility licensee, is 5% of the Gross Room Revenues generated by each reservation originated in an area served by a general sales agent/international sales office or by the other Days Inn Facility.
If the number of guest complaints per 1,000 occupied roomnights about you or the Facility in a calendar year exceed the “Annual Facility Allotment” we establish with the approval of the Board of Directors of the Days Inn Franchisee Advisory Association, Inc., you will be charged a “First Assessment” of US$10.00 for each additional complaint received during that year. You will be contacted when the complaint is received and you will be responsible to resolve the complaint to the satisfaction of the guest. If any complaint for which you have received a First Assessment is not resolved to the satisfaction of the complaining guest within 30 days after referral to you and the guest contacts us again to seek resolution, you will be charged a “Second Assessment” of US$25.00, plus the costs we incur to settle the matter with the guest. The Annual Facility Allotment will be not less than the average number of guest complaints received by us for all Chain Facilities during the preceding calendar year per 1,000 occupied roomnights. You will be informed of your Annual Facility Allotment when it is established. The amounts of the First and Second Assessments may be changed on a Chain-wide basis at any time upon 60 days advance notice, with the approval of the Board.
We reserve the right to increase or modify the Basic Reservation Charge and any other Reservation System User Fees for all Chain Facilities and to add other fees and charges for new services, at our sole discretion as to amount or formula from time to time but with at least 30 days prior written notice, to reflect changes in our fully allocated costs of providing Reservation System-related services, and to add, drop or modify the types of reservation services offered.
You will receive an incentive commission equal to 5% of the Gross Room Revenues generated by a reservation originated through the Facility’s Reservation System terminal. We may establish rules and procedures for this program in the Manuals. Your incentive commissions are payable monthly in arrears. We may use your incentive commission payments to offset amounts you owe us for Recurring Fees and other charges, or owe our Affiliates for other fees and charges.
License Agreement Dozza - 28
SCHEDULE D
PUNCH LIST
ALBERGO:Monte del Re | TIPOLOGIA: Resort & Conference | |
Center | ||
NUM.CAMERE: 38 | ||
Denominazione:Monte
del Re |
||
GESTORE | DIRETTORE VENDITE | |
Contatto: Xxxxxx
Xxxxxxxxx |
Contatto: Xxxxxx Xxxxxxxxx | |
Telefono:x00-0000 000000 | Telefono: :+39-0542 | |
678400 |
RESPONSABILE CONTROLLO
QUALITA’
Contatto:Xxxxxxx Xxxxxxxxx
Telefono:x00-0000
000000
TEMPI DI ADEMPIMENTO
Tutti i requisiti
specificati nella presente punchlist devono essere soddisfatti prima
della riapertura, che avverrà in data 01.03.04 come struttura Days
Inn.
License Agreement Dozza - 29
AREA | VOCE | REQUISITI | DA COMPLETARE ENTRO… |
€ | ||||||
1 | ESTERNO | SEGNALETICA | La segnaletica appropriata deve essere apposta per vietare l’accesso al cantiere durante le operazioni di conversione. | Da fare durante i lavori di conversione. | ||||||
2 | ESTERNO | SEGNALETICA | La segnaletica Days Inn deve essere acquistata presso rivenditori precedentemente selezionati dal Franchisor. | Da
fare con DaysInn entro 01.04.04 Chiedere il preventivo a Neon-Rimini. |
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3 | ESTERNO | SEGNALETICA | Tutta
la segnaletica ed i materiali contrassegnati xx xxxxxx di altre catene
o società alberghiere devono essere rimossi . Non è consentita alcuna modifica per il riutilizzo degli stessi. |
C’e
gia una segnaletica fuori xxxxx xxxxx . Da togliere. |
||||||
4 | ESTERNO | SEGNALETICA | La segnaletica per l’accesso all’albergo e ai servizi offerti, dovrà essere ben visibile per consentire al cliente di muoversi agevolmente nella struttura. | Da modificare entro 01.04.04. | ||||||
5 | ESTERNO | PISCINA | Se la
struttura dispone di una piscina, si richiedono obbligatoriamente: recinzione, equipaggiamento antinfortunistico, adeguata segnaletica, superficie anti scivolo, area con almeno 4 tavoli muniti di ombrelloni e 16 sedie. Trampolini e scivoli sono proibiti. |
Da verificare
entro 01.05.04 con tutti equipaggiamento antinfortunistico .
Trovare il fornitore d’equipaggiamento x il preventivo. |
License Agreement Dozza - 30
6 | ESTERNO | CASSONETTI
PER L’IMMONDIZIA |
I
cassonetti per l’immondizia devono essere nascosti alla vista dei clienti;
qualora non sia possibile, predisporre apposite recinzioni. I cassonetti devono essere chiusi per impedire la fuoriuscita di odori e per non attirare insetti. |
E’ terribilmente visibile dalla struttura. Da spostare assolutamente entro 01.04.04 |
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7 | ESTERNO | MATERIALE
PROMOZIONALE E PUBBLICITARIO |
Qualsiasi materiale promozionale, pubblicitario, segnaletico relativo all’ albergo deve sempre rispettare gli standard Days Inn. | Da fare con DaysInn. Entro 01.04.04 | ||||||
8 | ESTERNO | MATERIALE PROMOZIONALE E PUBBLICITARIO |
Il corretto
utilizzo dei marchi registrati Days Inn è essenziale . Ai Franchisees viene pertanto richiesto di attenersi alle norme stabilite per cio’ che concerne i loghi, i colori e le caratteristiche tipografiche nella produzione ed utilizzo di segnaletica e di qualsiasi altra riproduzione grafica. E’ obbligatorio l’utilizzo del simbolo “R” laddove si utilizzino i loghi Days Inn. |
Da fare con DaysInn. Entro 01.04.04. | ||||||
9 | ESTERNO | MATERIALE PROMOZIONALE E PUBBLICITARIO |
E’ consentito l’utilizzo di espressioni quali “recentemente ristrutturato”. “camere rinnovate ”, “5 sunburst” ecc. | Da fare entro 01.04.04 | ||||||
10 | ESTERNO | TABELLONI PUBBLICITARI |
I tabelloni al di fuori della proprietà sono previsti con sfondo rosso. | Da
fare con DaysInn entro 01.04.04. |
License Agreement Dozza - 31
11 | ESTERNO | MAGAZZINO
E DEPOSITO MERCI |
I magazzini e i depositi merci devono essere ben organizzati e non visibili o accessibili ai clienti. Nessun materiale infiammabile deve essere immagazzinato in stanze che condividano un xxxx con una camera destinata ad un cliente dell’albergo. |
Non sono
organizzati: 1)Deposito Housekeeping: con una lista delle merci e loro quantità 3)Deposito Maintenance: con una lista delle merci e loro quantità e la data dell’uscità 2)Deposito Food & Beverage: da modificare al 100% entro 01.04.04 |
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12 | AREE COMUNI |
SEGNALETICA
INTERNA |
I xxxxxxxx xxx indicano l’utilizzo obbligatorio delle scale in caso di incendio, devono essere apposti, accanto all’ascensore ad ogni piano. | Da modificare tutte le segnaletiche d’emergenza Entro 01.04.04. | ||||||
00 | XXXX XXXXXX |
XXXXX
X’INGRESSO |
Il sistema di chiusura delle porte delle camere deve essere munito di serratura elettronica con carta magnetica. E’ previsto un meccanismo interno di chiusura xxxxx catenaccio o chiavistello. | Da fare assolutamente entro 01.04.04 Chiedere il preventivo a Sig. Milani | ||||||
14 | AREE
COMUNI |
ENTRATE PRINCIPALI |
Se l’albergo dispone di 2 entrate principali entrambe le porte d’ingresso devono essere munite di meccanismi elettronici di chiusura.. | Da fare assolutamente entro 01.04.04 Trovare il fornitore. | ||||||
15 | AREE COMUNI |
RISTORANTE | Qualora
l’albergo disponga di un servizio Ristorante tale servizio deve essere
garantito durante le ore indicate xxxxx Xxxxx Days Inn e in altro materiale promozionale (per un minimo di quattro ore per pranzo e quattro ore per cena). |
Da fare con DaysInn entro 01.04.04. |
License Agreement Dozza - 32
16 | AREE
COMUNI |
SERVIZIO LAVANDERIA |
Particolare
attenzione deve essere attribuita alle condizioni di muri, soffitto e pavimento,
alle condizioni igieniche del locale e alla sicurezza e pulizia delle
attrezzature. La lavanderia deve essere facilmente accessibile, dotata di adeguato sistema di ventilazione, del kit di pronto soccorso e dell’estintore. Si deve inoltre predisporre la procedura di registrazione degli oggetti smarriti e ritrovati . |
Da fare le modifiche entro 01.04.04. | ||||||
17 | AREE COMUNI |
DISTRIBUTORE
DI GHIACCIO |
Un distributore
di ghiaccio da approx.115 kg. è previsto per ogni 60 camere e deve
essere posizionato in un punto facilmente raggiungibile. Tale servizio è gratuito e deve essere garantito 24 ore su 24 . |
Da fare entro 01.04.04 Chiedere il preventivo a Gifar. | ||||||
18 | AREE COMUNI |
DISTRIBUTORE AUTOMATICO |
Si richiede almeno un distributore automatico di bibite. L’installazione di un distributore di snacks è consigliata. | Da fare soprattutto per l’esterno e la zona piscina entro 01.05.04 Trovare il fornitore. | ||||||
19 | CAMERE CLIENTI |
PROSPETTO INFORMATIVO PER CAMERE |
Apporre ad ogni porta, un prospetto informativo, debitamente incorniciato riguardante il regolamento dell’albergo, le tariffe aggiornate, il check-out time ed il piano di evacuazione in caso di incendio. | Non ci sono. Da fare assolutamente entro 01.04.04. | ||||||
20 | CAMERE CLIENTI |
TAZZE | Per ogni camera sono previste 3 tazze con logo Days Inn , sigillate in involucro igienico trasparente. Possono essere utilizzati anche bicchieri in vetro purchè sigillati o con coperchio. | Ci sono
già quelle del Monte del Re. Da fare con DaysInn entro 01.04.04. |
License Agreement Dozza - 33
21 | CAMERE
CLIENTI |
MODULO
PER SUGGERIMENTI E VALUTAZIONI |
E’
previsto un modulo con logo Days Inn per camera. L’indirizzo della
società proprietaria o di gestione deve essere chiaramente riportato sul retro. La firma del Presidente deve essere recente. |
C’e
xxx xxxxxx di Xxxxx del Re. Da fare con DaysInn entro 01.04.04. |
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22 | CAMERE CLIENTI |
RADIOSVEGLIA | Il cliente deve
poter usufruire di un servizio sveglia telefonico e/o televisivo. Ogni camera dovrebbe anche essere munita di radiosveglia am/fm . |
La radio incassata c’e xxx xxxx non funziona in alcune camere.Verificare Entro 01.04.04. | ||||||
23 | CAMERE
CLIENTI |
LETTERA
DI BENVENUTO |
Dal 1° Xxxxxx 1999, in ogni camera deve essere presente la “Lettera xx Xxxxxxxxx ”, su carta intestata Days Inn,; tale lettera dovrà essere posizionata sulla credenza o comunque in modo tale da poter essere vista dal cliente al momento del suo arrivo. | Da
fare con DaysInn entro 01.04.04. |
||||||
24 | CAMERE CLIENTI |
DAYS
INN BUSINESS PLACE (WORK ZONE) |
Sono requisiti indispensabili : illuminazione ad alta intensità, lampada da scrivania, prese elettriche facilmente accessibili e possibilità di trasmissione dati, scrivania con ampio ripiano, telefono e radiosveglia. | Da fare con Days Inn entro 01.04.04. Se la struttura vuol diventare un Business Place. | ||||||
25 | CAMERE CLIENTI |
DAYS
INN BUSINESS PLACE (WORK ZONE) |
La denominazione “Business Place” puo’ essere attribuita ad un albergo (e conseguentemente reclamizzata) solo previa certificazione da parte degli ispettori Days Inn . | Da fare con DaysInn entro 01.04.04. | ||||||
26 | CAMERE CLIENTI |
CARTONCINO “NON DISTURBARE” |
Un cartoncino “Non Disturbare”con logo Days Inn deve essere disponibile in ogni camera. | C’e
xxx xxxxxx di Xxxxx del Re. Da fare con DaysInn entro 01.04.04. |
License Agreement Dozza - 34
27 | CAMERE
CLIENTI |
PORTE | Tutte le porte (ad eccezione di quelle dei bagni, che possono essere internamente cave, se ciò è conforme alle regolamentazioni locali) devono essere solide e fonoassorbenti.. | Da fare assolutamente entro 01.04.04. | ||||||
28 | CAMERE CLIENTI |
CAMERE PER DISABILI |
Se xxxxx xxxxx Days Inn si segnala la disponibilità di camere per disabili, queste devono soddisfare i requisiti contenuti nel Planning & Design Standards Manual. | Ci sono 2 camere disabili da modificare assolutamente per i problemi del passaggio della carrozzina. Entro 01.04.04. | ||||||
29 | CAMERE
CLIENTI |
SECCHIELLO PER GHIACCIO |
Ogni camera deve disporre di un secchiello per ghiaccio da ½ litro munito di sacchetto usa e getta (l’utilizzo del logo non è obbligatorio ma consigliato). | Da fare entro 01.04.04. |
License Agreement Dozza - 35
30 | CAMERE CLIENTI |
CASSETTE
DI SICUREZZA |
Qualora
l’albergo offra un servizio cassaforte a pagamento la seguente procedura
deve essere rispettata : 1- Al momento del check-in,al cliente devono essere comunicate le tariffe relative ai servizi addizionali. 2- Le copie dei documenti presentati al cliente devono riportare una dicitura che attesti che il cliente ha preso atto dell’esistenza di costi aggiuntivi relativi a imposte locali, all’utilizzo del servizio telefonico e delle cassette di sicurezza e al deposito cauzionale per la chiave. 3- L’ospite dovrà firmare o siglare il documento. 4- Se il cliente rifiuta l’addebito per l’utilizzo xxxxx xxxxxxxx di sicurezza, informarlo che l’eventuale non utilizzo del servizio implica un’automatica detrazione dell’importo al momento del check-out.Tale impegno,dovrà sempre essere xxxxxxx xxxx’albergatore qualora il cliente dichiari di non aver usufruito di tale servizio. |
Ci sono
casseforti solo in 6 suite e il servizio è gratis. Prendere la decisione di mettere la cassaforte in tutte le camere o no con Days Inn entro 01.04.04. |
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31 | CAMERE CLIENTI |
CAMERE
NON FUMATORI |
Il 50% delle camere dovrebbe essere destinato a non fumatori. Xxxx xxxxxx devono essere sottoposte a pulizia attenta a rimuovere qualsiasi oggetto dedicato alle camere per fumatori e i segnali non fumatori devono essere apposti xxxx xxxxx della camera e sulla carta di presentazione della camera. | Non c’e
distinzione fra le camere fumatori e non-fumatori. Da dividere assolutamente entro 01.04.04. |
||||||
32 | CAMERE CLIENTI |
BLOCCO-NOTE, PENNA E MATITA |
In ogni camera è richiesto un blocco note con logo Days Inn sulla copertina (nei fogli interni è opzionale l’utilizzo del logo come per penne e matite). | C’e
xxx xxxxxx di Xxxxx del Re. Da fare con DaysInn entro 01.04.04. |
License Agreement Dozza - 36
33 | CAMERE CLIENTI |
SPIONCINO | Ogni porta d’ingresso delle camere deve essere munita di spioncino posto a 152 cm dal pavimento. Nel caso di camere per disabili tale distanza dal pavimento xxxx diversa (circa 106 cm) nel rispetto delle leggi vigenti . | Da fare assolutamente entro 01.04.04 Trovare il fornitore. | ||||||
34 | CAMERE
CLIENTI |
GANCIO APPENDIABITI |
Un gancio appendiabiti di acciaio inossidabile o cromato deve essere disponibile sul retro xxxxx xxxxx del bagno. | Da verificare se ci sono già. | ||||||
35 | CAMERE CLIENTI |
LETTO
AGGIUNTIVO |
Ogni 30 camere è disponibile un letto aggiuntivo: il costo dipende dal tipo di camera. | Ci sono 6 suite con divano-letto xo non esistono i letti aggiuntivi. | ||||||
36 | CAMERE CLIENTI |
RIVELATORE XX XXXX |
E’ obbligatorio un rivelatore xx xxxx a batteria in ogni camera. | Da fare assolutamente entro 01.04.04 Trovare il fornitore. | ||||||
37 | CAMERE CLIENTI |
CONFEZIONE SHAMPOO PER BAGNO |
Ogni bagno deve essere rifornito di una confezione di shampoo con logo Days Inn.. | C’e
xxx xxxxxx di Xxxxx del Re. Da fare con DaysInn entro 01.04.04. |
||||||
38 | FRONT OFFICE |
AREA INFORMATION GUIDE |
Presso il Front Desk deve essere sempre disponibile una xxxxx xxxxx zona che offra informazioni relative a: ristoranti consigliati, stazioni di servizio, officine di riparazioni , farmacie e pronto soccorso, negozi, shopping center, attrazioni locali, etc. Il cliente deve poter disporre anche xx xxxxxxx relative xxxx xxxx e di opuscoli vari contenenti indicazioni stradali per raggiungere le principali attrazioni. | C’e
xxx xxxxxx di Xxxxx del Re. Da fare con DaysInn entro 01.04.04. |
License Agreement Dozza - 37
39 | FRONT OFFICE |
GUIDA DAYS INN | Gli elenchi aggiornati degli hotel Days Inn devono essere consultabili dal cliente xxxxx xxxx; inoltre dovranno essere sempre disponibili e visibili i moduli di iscrizione al September Days. | Da
fare con DaysInn entro 01.04.04. |
||||||
40 | FRONT OFFICE |
SERVIZIO
FAX PER CLIENTI |
Tutte le proprietà devono offrire un servizio fax disponibile 24 ore su 24. | Da fare assolutamente entro 01.04.04. | ||||||
41 | FRONT OFFICE |
KIT
DI PRONTO SOCCORSO |
Il
Front Desk e la lavanderia devono essere munite di un kit di pronto soccorso
completo contenente antisettico,cerotti, collirio e crema per ustioni. Le norme locali prevalgono comunque su queste disposizioni. |
Da fare assolutamente entro 01.04.04. | ||||||
42 | FRONT OFFICE |
SEGNALETICA
PER FRONT DESK |
Una targa con il simbolo Days Inn ed un cartello che indichi la disponibilità di camere per non-fumatori sono previste al Front Desk. | Non è necessario. |
||||||
43 | FRONT OFFICE |
OGGETTI SMARRITI |
Tutti
gli oggetti smarriti dai clienti devono essere etichettati, riposti in luoghi
sicuri e registrati sull’apposito registro contenente: • la descrizione dell’ articolo • la data ed il luogo di ritrovamento • il nome della persona che l’xx xxxxxxxxx. Gli oggetti dovranno essere conservati almeno per il numero di giorni previsti dalla xxxxx. |
Oggetti
smarriti non di tanto valore sono tenuti xxxx’office di ogni piano.
Da modificare il modo di conservazione entro 01.04.04. |
||||||
44 | FRONT OFFICE |
FORMAZIONE GENERAL MANAGER |
E’ fortemente consigliato che ogni General Manager sia iscritto xx xxxxx di formazione organizzato dal Days Inn Learning Center entro 30 giorni dall’assunzione e che partecipi al suddetto corso entro 120 giorni . | Da
fare con DaysInn entro 01.04.04. |
License Agreement Dozza - 38
Location:
Dozza Unit No.: 15058 |
RESERVATION SYSTEM ACCESS AGREEMENT
This “Agreement” is made and entered into as of 1 March, 2004 between between DAYS MASTER ITALIA S.p.a., an Italian company with liability limited by stock, (“we”, “our” or “us”), and HOSPITALIA S.p.a., an Italian company with liability limited by stock (“you” or “your”). The definitions of all capitalized terms are found in Appendix A.
Recitals. We are the Master Licensee under the Master License Agreement. We have granted to you a license to operate the Facility using the Brand System at a specified location, as provided in the Franchise Agreement. We are authorized under the Master License Agreement to grant licenses to access the Central Reservation System to franchisees under Franchise Agreements. Company has evolved its Central Reservation System software so as to offer full access to its standard features over the Internet for authorized users without the need for specialized applications software resident in computers at Chain Facilities. This Agreement applies only to users authorized for access to the Central Reservation System under a separate agreement such as the Franchise Agreement.
In consideration of the following mutual promises, we and you agree as follows:
Section 1. PTU Access Regime. (a) Access to Central Reservation System. During the period of time you are authorized to access the Central Reservation System under the Franchise Agreement, you may use a PTU to access the Central Reservation System over the Internet. Company will establish, and you will receive from us a property specific USER ID and Password and a complete instruction guide to access the CRS Software through the PTU. We specify the configuration and capability of the PTU in Appendix B. Company or we may, from time to time, change your password and the security features you need to access the Central Reservation System using the PTU. Company or we will notify you if and when any such changes occur so that your access to the Central Reservation System using the PTU will be uninterrupted.
(b) PTU. We recommend that you obtain the PTU from an Approved Vendor who will be obligated to meet the configuration requirements as set forth in Appendix B. You may obtain the PTU from any other source. If you obtain your PTU from any source other than an Approved Vendor, you must verify with us and to Company in writing that your PTU meets our configuration requirements. We may modify our configuration requirements from time to time.
License Agreement Dozza - 39
(c) Security Procedures and Protocols. We may establish and inform you in writing about security features and methods to prevent unauthorized access to the CRS Software and the Central Reservation System. You will follow the commercially reasonable security procedures and protocols we establish. You shall not permit the PTU to be used to breach, attack, evade, destroy or invade the Central Reservation System in violation of the security procedures and protocols. You shall safeguard the User ID and Password we give you as a trade secret, revealed only to your employees on a need to know basis. You will immediately inform us if and when you believe that the User ID and Password have been lost, stolen, misappropriated or compromised and will follow our instructions regarding any replacement User ID and Password. We may incorporate in the CRS Software security features that disable or identify any computer other than the PTU that seeks access to the Central Reservation System.
(d) Internet Access. You must obtain and maintain access to the Internet at the Facility for the PTU using an Internet Service Provider (an “ISP”) we specify or approve. You will not be able to access the Central Reservation System except on an emergency, temporary basis except over the Internet.
Section 2. Fees & Taxes. You must pay us a Software License/Access Fee of € 2,500.00 (two thousands five hundreds /00) plus VAT for the License for the access and use of the CRS Software. We are under no obligation to provide access to the Central Reservation System by a User ID and Password until you have concluded payment arrangements satisfactory to us. We may apply any amounts received to any outstanding invoices in any order.
Section 3. License of Access to CRS Software and Training Materials. We grant to you a non-transferable, non-exclusive License to access and use the CRS Software from the PTU and any Training Materials, subject to the conditions and limitations in this Agreement, so that you can participate in the Central Reservation System, effective during the term described in Section 14. We will provide and you will have access to the standard versions of the CRS Software and copies of the Training Materials we are then releasing at the time of installation, as such may be modified, updated or replaced from the versions in use at the time this Agreement is fully executed. The CRS Software and Training Materials may be used only in conjunction with the PTU at the Facility, and for the sole purpose of obtaining the Service. If the PTU Hardware malfunctions, the Property Software and Training Materials may be used on other substantially identical computer hardware we approve on a temporary basis while the malfunction continues.
Section 4. Title to CRS Software and Training Materials. Title to and ownership of the CRS Software and Training Materials shall remain with us or those entities that have authorized us to sublicense and use them, free from any claim or right of yours or the holder of any security interest, lien or encumbrance on the Facility or any of your other property. You will take such steps as may be necessary to prevent any person from acquiring any rights in the CRS Software or Training Materials superior to our rights. If any person attempts to establish any legal right in the Software or Training Materials, you shall promptly notify us in writing. The CRS Software and Training Materials are proprietary to us and/or our licensor, if any. Neither you nor any other person will transfer, sublicense, modify, decompile, copy or, except to your employees as needed for the purposes of this License, disclose the CRS Software or Training Materials to any other person or entity, without our prior written consent. The CRS Software and Training Materials are subject to the confidential information provisions of the Franchise Agreement, which are incorporated by reference into this Agreement.
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Section 5. Internet; Electronic Mail. (a) Brand Information Source. The Company will create and maintain on the internet or its own intranet accessible through or over the internet the Brand Information Source, which will contain some or all of the following topics accessible to you after you comply with the Company’s security access features, if any: Personnel and Training Matters; General Manager Reference Guide; Purchasing Guide; System Standards Manuals; Brand Standards Forms; Quality Assurance; Customer Service; Design and Construction; Sales, Marketing & Public Relations; Brand Calendar; Reports and Yield Management; and Franchise Services. The Company may modify, add, delete and replace topics from time to time at its discretion.
(b) Electronic Mail. You will be assigned an electronic mail address which will become active when you activate your Internet service. You must maintain this mailbox and follow our instructions regarding electronic mail from us or the Company. You recognize that electronic mail is an important means of communication between we and you, and between the Central Reservation System and you, and you consent to receive and agree to accept electronic mail from us or the Company sent to you as long as the Franchise Agreement is in effect. You agree that you will not abuse the electronic mail system, violate any applicable law, or send any defamatory, illegal, pornographic, obscene or offensive materials, and will not knowingly or willfully transmit any electronic mail message that contains a computer virus, trojan horse, worm, logic bomb or other device, file, attachment, program or message intended to disrupt or affect the functioning or presentation of any computer or electronic system.
Section 6. CRS Software Enhancements and Modifications; PTU Changes. We may modify, enhance and rewrite the CRS Software from time to time. So long as you are not in default under this Agreement or the Franchise Agreement, we will notify you of modifications to the CRS Software in accordance with our Chain-wide plan. We may offer certain optional and mandatory modifications, features, and enhancements for additional license fees, installation and training charges, maintenance fees and other terms as we may establish. You will comply with our installation, use and maintenance instructions regarding mandatory enhancements and modifications. As part of a Chain-wide plan, we may change the configuration requirements from time to time, and you must obtain additional or replacement Hardware or new or later versions of the Communications Software if necessary, to access enhanced or modified versions of the CRS Software. As part of a Chain-wide plan, we may require you to purchase additional or replacement communications hardware or software, additional random access memory, or additional hard disk drive storage for your Hardware, and install the same as part of the PTU to keep pace with changes in the required methods and means of communications between Chain Facilities and the Central Reservation System, the Brand Information Source, and the Email Network, and to improve the efficiency and functionality of the Software.
Section 7. Access to Information. You agree that your authorization to access information through the CRS Software is limited to information about your Facility, and to information of a general nature made available to authorized users of the CRS Software. Under no circumstances shall you attempt to gain access through the PTU, or by any other means, to information stored on or available through the CRS or the Brand Information Source which you are not authorized to view or receive. You shall establish commercially reason security measures for the PTU that will prevent any unauthorized use of the PTU or attempt to access the Central Reservation System.
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Section 10. Software Warranties. We make the following warranties for the Software:
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(a) We warrant that following the Acceptance Date, the CRS Software will perform the functions and operations we specify when accessed from the PTU at the Facility (but no other hardware), using the ISP we specify, provided you follow our written instructions, install Property Software updates and modifications and make corrections as directed, and are not in default under this Agreement or the Franchise Agreement. Our sole obligation under this warranty shall be to remedy any nonperformance of the CRS Software within a reasonable time after you report it to us. WE DO NOT WARRANT IN ANY WAY THE PERFORMANCE OR FUNCTIONING OF THE CRS SOFTWARE UNLESS IT IS ACCESSED FROM A PTU CERTIFIED BY US OR AN APPROVED VENDOR. ALL WARRANTIES UNDER THIS SUBSECTION ARE CONTINGENT UPON PROPER USE OF THE PTU AND SHALL NOT APPLY IF YOU OR YOUR HARDWARE VENDOR WHO IS NOT AN APPROVED VENDOR FAIL TO COMPLY WITH THE PROVIDED INSTALLATION AND OPERATING INSTRUCTIONS, MAKE OR PERMIT THE UNAUTHORIZED ALTERATION OR REPAIR OF THE PTU, OR FAIL TO IMPLEMENT ALL UPDATES OR CORRECTIONS TO THE PTU ABOUT WHICH WE NOTIFY YOU.
(b) We have the right to license access to the CRS Software to you under this Agreement and, to the best of our knowledge, the CRS Software does not infringe any Intellectual Property Rights of any third party.
Section 14. Term. This Agreement will be effective from the date of execution by you and us and shall continue in full force and effect until expiration of the term of your license to operate the Facility under the Franchise Agreement, unless earlier terminated in accordance with this Agreement. The License of the CRS Software and Training Materials commences on the Acceptance Date and expires at the same time your license to operate the Facility under the Franchise Agreements terminates, unless earlier terminated in accordance with this Agreement.
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(b) If this Agreement terminates, you will immediately return the originals and all copies of the Training Materials unencumbered to us. You will certify to us in writing that the original and all copies have been returned or destroyed. YOU EXPRESSLY WAIVE ANY RIGHT TO NOTICE OF OR A HEARING WITH RESPECT TO REPOSSESSION AND CONSENT TO ENTRY INTO THE FACILITY BY OUR AGENTS OR REPRESENTATIVES OR ANY PREMISES WHERE THE TRAINING MATERIALS MAY BE LOCATED AND REMOVING THEM WITHOUT JUDICIAL PROCESS. If you fail or refuse to permit the peaceable entry by our agents to take possession of any Training Materials we own, you will be liable for rental of the Training Materials at the rate of $500.00 per week from the date that we first attempt to retake it.
(b) Other Relief. We may obtain the remedy of injunctive relief without the posting of a bond if you violate your obligations regarding confidentiality, non-disclosure, transfer or limitations on Software use under this Agreement.
(c) Force Majeure. If performance by you or us is delayed or prevented because of strikes, inability to procure labor or materials, defaults of suppliers or subcontractors, delays or shortages of transportation, failure of power or telephone transmissions, restrictive governmental laws or regulations, weather conditions, or other reasons beyond the reasonable control of the party, then performance of such acts will be excused and the period for performance will be extended for a period equivalent to the period of such delay. Delays or failures to pay resulting from lack of funds will not be deemed delays beyond your reasonable control.
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(d) Notices. Notices will be effective if reduced to writing and delivered, by next day delivery service, with proof of delivery, by facsimile transmission immediately followed by first class mailing of the original material, or mailed by certified or registered mail, return receipt requested, to the appropriate party at its address in this Agreement or to such party at such address as may be designated by notice in accordance with this Section. Notices will be deemed given on the date delivered or date of attempted delivery, if service is refused.
(e) Your Forms. We are not bound by any terms of your purchase order forms or notices of acceptance which attempt to impose any conditions at variance with our terms and conditions included in this Agreement or in our invoices, standards manuals, technical specifications or elsewhere. Our failure to object to any provision contained in your printed form is not a waiver of any provision of this Agreement.
(f) Oral Modifications. This Agreement may not be amended, modified or rescinded except in writing, signed by both parties and any attempt to do so shall be void and of no effect.
(g) Governing Law. This Agreement will be governed by and construed under the laws of the Republic of Italy.
(h) Waiver. If either you or we fail to exercise any right or option at any time under this Agreement, such failure will not be deemed a waiver of the exercise of such right or option at any other time or the waiver of a different right or option. Termination of this Agreement by either we or you will not waive your obligation to make any payments to us under this Agreement.
(i) Severability. If any provision of this Agreement is determined to be void or unenforceable, the provision shall be deemed severed from the Agreement and the remainder of this Agreement shall continue in full force and effect.
(j) Entire Agreement. This Agreement supersedes all prior oral and written agreements and understandings and constitutes the entire Agreement between the parties with respect to the subject matter hereof.
(k) No Third Party Beneficiary. This Agreement is intended for the sole benefit and protection of the named parties, and no other persons or entities shall have any cause of action or right to payments made or received under this Agreement except for any owners of the CRS Software who have licensed or authorized us to sublicense the same to you.
(l) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the parties, their successors and permitted assigns. Notwithstanding the above, you may not assign this Agreement without our express written consent, except as permitted under the Franchise Agreement.
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(m) Arbitration. All controversies, disputes or claims arising in connection with, from or with respect to this Agreement, including those ones connected to its validity, interpretation, compliance and termination, shall be submitted for arbitration to a sole arbitrator jointly appointed by you and us or, in case of disagreement about the designation of the arbitrator, by the President of the Court of Rimini. The arbitrator shall judge the settlement under terms and procedures of Italian law under the rules of the paragraph 806 and following of the Italian c.p.c.. The fee of the arbitrator shall be those minimum provided by the arbitrator’s professional association. The arbitration proceeding shall have to be conducted in Rimini, Italy.
WE:
Days Master Italia
S.p.a.
/s/ Xxxxxx Xxxxxxxxx
Title: President
YOU, as
licensee:
Hospitalia S.p.a.
/s/ Graziella
Bortolazzi
Title: CEO
Your address: | Xxx Xxxxxxxxx Xxxxxx 00, 00000 Xxxxxx, Xxxxx - Attention: Mrs. Graziella Bortolazzi |
Your fax No.: | + 00 00 00000000 |
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APPENDIX A
“Acceptance Date” means the date that the PTU is tested successfully as set forth in Section 7 of this Agreement.
“Approved Vendor” means a vendor of computer hardware that we identify as an Approved Vendor before your purchase of hardware for the PTU.
“Brand Information Source” means the electronic web site or portal maintained by or for us or the Company from which information is available to Franchisees.
“Brand System” means the business format franchise system and method of doing business defined under the Franchise Agreement.
“Central Reservation System” means the computerized central reservation system that we maintain (directly or by subcontracting with an affiliate or one or more third parties), pursuant to which the Service is provided to you.
“Chain Facilities” means the guest lodging facilities operating under the Brand System.
“Communications Software” means the software described on Exhibit A and any additional and replacement software we require to be installed and maintained on the Hardware to facilitate the electronic mail, Internet connectivity and capability, brand information source access and other functions.
“Company” means Xxxxxx Xxxxxxx International, Inc., a corporation organized and existing under the laws of the State of Delaware, U.S.A., which owns and operates the Brand System.
“CRS Software” means the computer programs resident at the Central Reservation System to which you will be provided access to under this Agreement, and any substituted, modified, updated and enhanced versions, releases and additions to previously delivered software pursuant to this Agreement that function to permit access from the PTU at the Facility to the Central Reservation System and that may perform additional functions.
“Email Network” means the electronic mail system the Company establishes and maintains to enable electronic communication between and among Chain Facilities, the Central Reservation System, the Company and us.
“Facility” means the Brand System guest lodging facility which you are licensed to operate using the Brand System under the Franchise Agreement.
“Franchise Agreement” means the License or Franchise Agreement between you and us granting to you the non-exclusive right to operate the Facility under the Brand System.
“Hardware” means the computer hardware, including the operating system software, installed at the Facility you obtain and dedicate to operation of the Property Software as part of the PTU that conforms to our configuration requirements.
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“Installation Date” means the date on which a Franchisee has installed and begins operating the PTU.
“Intellectual Property” or “Intellectual Property Rights” means any patents, copyrights, trade secrets or similar property rights owned by any person or entity in the CRS Software.
“License” means the non-transferable, non-exclusive right to access the CRS Software and use the Training Materials granted to you under this Agreement.
“Licensee” means the person or entity set forth in the introductory paragraph of this Agreement, its successors and assigns, only as permitted in the Franchise Agreement.
“Master License Agreement” means the Master License Agreement between us, as Master Licensee and with Company, as the Master Licensor, giving us the right to enter Franchise Agreements and operate the Brand System in the Territory.
“Master Licensor” means the party that licenses us to operate the Brand System in a specified Territory under the Master License Agreement.
“Opening Date” means the date on which we authorize you to open the Facility for business identified by the Chain’s service marks and under the Brand System.
“Property Software” means the means the computer programs in object code form loaded on the Hardware at the Facility including the Communications Software that meet the standards of this Agreement and that enable the PTU to communicate with the CRS Software over the Internet.
“PTU” or “Property Terminal Unit” means the Hardware and Property Software located at the Facility that meets the standards of this Agreement.
“Service” means the basic service provided by the Central Reservation System for placing and receiving lodging reservations within the Chain, as well as such other services as we may develop and provide in the future, upon conditions including fees which we, in our sole discretion, may place in effect under the Franchise Agreement.
“Training Materials” means the various training modules, written materials and audio and video tapes, as enhanced from time to time, which are provided to instruct you in the utilization of the CRS Software.
“We, “our” or “us” means Days Master Italia S.p.a., an Italian company limited by stock with office in Xxx Xxxxxxx 000, 00000 Xxxxxx, Xxxxx, its successors and assigns.
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XXXXXXXX X
DESCRIPTION
OF PTU
HARDWARE CONFIGURATION
REQUIREMENTS
AND SOFTWARE
FUNCTIONALITY
Hardware. IBM (or compatible) PC 300 GL personal computer, with at least 32 MB RAM, 2 GB hard disk drive, 3.5“ disk drive; internal 12x CD ROM; Sound Card; Ethernet adapter (network card), 15” SVGA color monitor, 56kb Courier modem ; Lexmark Optra K printer with cable, Windows 95/98; surge protector. No other applications software should be loaded.
CRS Software Functionality. The CRS Software will provide the following minimum functions:
• | Inventory Control |
• | Maintenance of Rates |
• | Setting of Allocations |
• | Creation or adjustment of groups |
• | Property to property reservations |
• | Running of Reports (inventory, rate, group, arrival/departure/cancellation lists) |
• | Retrieval of Messages |
• | Reporting of Revenue |
• | Update travel agent commissions |
• | Create travel agent records |
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