THIS HOTEL PARTICIPATION AGREEMENT (this “HPA”), made effective as of [Date of Signature] by and between a [Hotel Name] (“Hotel”), with its principal office and place of business at [Hotel Address], and U.S. HOSPITALITY PUBLISHERS, INC D/B/A UNIGUEST, INC, a Tennessee corporation, located at 2926 Kraft Drive, Nashville, TN 37204 (“Supplier”). This HPA is made pursuant to that certain Master Supplier Agreement (the “Master Agreement”) between Supplier and Hilton Supply Management LLC (“HSM”), which is a wholly-owned subsidiary of Hilton Worldwide, Inc. (“HWI”), (HSM and HWI, collectively, “Hilton”). References to “you” and “your” shall refer to Supplier. References to “we” and “our” shall refer to Hotel.

1. DEFINITIONS:

Capitalize terms used but not defined in this HPA have the meanings given to them in the Master Agreement.

2. SERVICES:

You agree to perform the Services in a competent and professional manner, in accordance with industry standards and the terms of this Agreement.

3. TERM:

Unless earlier terminated under this Agreement, this Agreement begins on the Effective Date and expires at the end of the Term. If not specified in the SOW, the term will be month to month. This Agreement will automatically renew on a month to month basis or until terminated in accordance with the terms of this Agreement.

4. FEES & EXPENSES:

Hotel will pay the Fees as described in Attachment A. You are not eligible for any bonus, additional fees or other compensation. You will be responsible for out-of-pocket expenses in connection with the Services.

5. REPRESENTATIONS & WARRANTIES:

You represent, warrant and covenant that:

1. you are duly organized, validly existing, in good standing and qualified to do business under applicable laws where you are formed and in any jurisdiction in which you operate;
2. you have all requisite corporate power and authority to own and operate your assets, carry on your business, sign this Agreement, and grant any licenses under this Agreement;
3. the individual signing has the necessary authority and legal capacity to bind you;
4. you have and will maintain throughout the Term all qualifications required to perform the Services; and
5. You will not directly or indirectly pay, offer, give or promise to pay or authorize the payment of any money or other things of value to an official or employee of a government, public organization, Hilton, any political party or candidate if any such payment, offer, act or authorization is for purposes of influencing official actions or decisions or securing any improper advantage in order to obtain or retain business, or engaging in acts or transactions otherwise in violation of any applicable anti-bribery legislation or any of Hilton’s policies.
6. Neither you nor your owners, shareholders, officers nor directors own or are controlled by a “Restricted Person”, which is defined as (1) the government of any country subject to an embargo imposed by the United States government, (2) an individual or entity located in or organized under the laws of a country that is subject to an embargo imposed by the United States Government, (3) individuals or entities ordinarily resident in any country subject to an embargo imposed by the United States Government, or (4) individuals or entities identified by an government or legal authority with whom you, HWI or Affiliates are prohibited or restricted including persons designated under the U.S. Department of Treasury’s Office of Foreign Assets Control (OFAC) List of Specially Designated Nationals and Other Blocked Persons (including terrorists and narcotics traffickers); and similar restricted party listings, including those maintained by other governments pursuant to United Nations, regional or national trade or financial sanctions. You will notify Hotel in writing immediately upon an occurrence of the above events.

6. YOUR STATUS:

You will provide the Services exclusively as an independent contractor. You may not hold yourself out as the employee, agent, officer, director, or representative of Hotel. You will be solely responsible for all payments related to your business and employees, including all taxes, and will report all payments as an independent contractor. You will ensure your employees and agents comply with all terms of this Agreement and Hotel rules and regulations. You will ensure your employees, agents or subcontractors (as permitted) will undergo initial and periodic background checks and any required additional security checks if performing Services on Hotel Premises. You will ensure all third party suppliers engaged to perform Services will sign an agreement containing terms substantially similar to the terms of this Agreement.
You agree and acknowledge that you are not entitled to participate in any of the benefit plans or programs that Hotel maintains for its employees. In the event any local, state or federal court, agency or other entity determines that you are considered an employee or common law employee of Hotel, or if for any reasons you were to meet the eligibility criteria of any benefit plan or program available to Hotel’s employees or otherwise become eligible to participate in any Hotel-sponsored benefit plans or programs, you waive any right to participate in, retrospectively or prospectively, or receive any benefit(s) under any HWI-sponsored benefit plans or programs. This waiver represents a material component of the terms and compensation agreed and is not in any way conditioned on any representation or assumption concerning your status. You make this waiver on behalf of your employees and agents.

7. PUBLICITY:

You may not display or distribute any signs or notices upon Hotel premises without prior written approval of Hotel. You may not issue public announcements or press releases relating to Hotel or Hilton without prior written consent.

8. CONFIDENTIALITY:

You will treat all information and materials provided to you by Hotel (“Confidential Information”) as strictly confidential and with at least the same degree of care that you use to protect your own most valuable confidential and proprietary information. You may use Confidential Information only for the purpose of providing the Services. You will disclose or permit access to Confidential Information only to your employees and representatives who have a need to know the Confidential Information in order to provide the Services. You will be strictly liable for any disclosure or unauthorized use of Confidential Information by any person to whom you disclose the Confidential Information.
Confidential Information does not include information that is publicly available, that you obtain from independent sources free of any obligation, other than through improper disclosure, or that you develop independently of and without reference to the Confidential Information. If you are required by law, rule or regulation or court order to disclose any Confidential Information, you will promptly notify HWI in writing prior to making any disclosure and will reasonably cooperate with any effort by HWI or Affiliates to obtain a protective order or other remedy. At HWI’s request, you will promptly return or destroy all Confidential Information in your possession or control and certify the same to HWI.
You will cause your employees and contractors who may have access to HWI Confidential Information to sign the agreement set forth in Exhibit C.

9. PRIVACY:

If in providing the Services you have access to Personal Information (as defined in the Privacy Policy defined herein), you will comply with the Hilton Worldwide, Inc. Privacy and Data Protection Policy for Service Providers (the “Privacy Policy”), posted at: http://www.hiltondistribution.com/privacyanddataprotectionstandards.htm and incorporated herein. You acknowledge that you have had the opportunity to view the Privacy Policy. Your continued performance of the Services after the posting of an amendment will constitute your agreement to comply with the amended Privacy Policy.

10. MARKS:

You acknowledge that Hilton is the owner of all trademarks, trade names, service marks, copyrights and logos referring to Hotel or Hilton (collectively “Marks”) provided to you in connection with the Services. You do not have any ownership rights in the Marks and may not use the Marks in any fashion without the express written consent of Hilton. You will not take (or fail to take) any action if it will result in a challenge to the validity of the Marks or ownership of the Marks. You will not (i) contest or deny the validity of, right or title to the Marks; (ii) encourage or assist others directly or indirectly to do so at any time; or (iii) use the Marks in any manner that would diminish the value of the Marks or harm the reputation of Hilton. You have no right to authorize any third party to use the Marks. You will use the Marks in accordance with any guidelines and instructions provided by Hilton.

11. AUDIT:

Hotel may examine and copy your books relating to the Services at any time during normal business hours and upon forty-five (45) days written notice.

12. LAWS, LICENSES AND REGULATIONS:

Each party will comply with all applicable laws, regulations, codes, ordinances and rules (the “Applicable Laws”) in connection with this Agreement. You will maintain at your expense all permits or licenses required to perform the Services.

13. LIENS:

You will keep all HWI property free and clear from all liens. HWI may require as a condition to payment waivers or releases of liens or receipts in full and an affidavit that all such claims have been fully satisfied.

14. ASSIGNMENT, SUBCONTRACTING:

You will not assign nor subcontract your obligations under this Agreement, except as part of a transaction that results in a change of control, nor encumber this Agreement without HWI’s prior written consent. This Agreement will inure to the benefit of and be binding upon the Parties and their respective successors and assigns. You are jointly and severally liable for the actions of your assignees and contractors.

15. INDEMNIFICATION:

You will defend, indemnify and hold harmless Hotel and its respective officers, directors, agents, contractors, employees (collectively, the “Hotel Indemnitees”), against and from any and all allegations, demands, claims, liabilities, damages, or costs of any kind (including reasonable attorneys’ fees), whether or not occurring during the Term (“Claim(s)”), (a) arising out of or in any way connected with (i) any Claims related to infringement, or alleged infringement of the rights of any person (including without limitation, copyright, patent, trade secret, trade mark, artist rights, rights of attribution, droit moral, privacy, publicity or other intellectual property laws) by your or your employees and agents; (ii) your violation or breach of any of the terms and conditions of this Agreement (including without limitation the obligation of compliance with the Confidentiality, Privacy, and Law, Licenses and Regulations provisions); (iii) the negligence or willful misconduct of your employees, contractors, or agents while performing services on Hotel property and/or (b) proximately and directly caused by the Products. Any Hotel Indemnitee against whom a Claim has been made may, by notice, require Supplier to defend the Claim at its own expense and to reimburse the Indemnitees any amounts paid or payable, including reasonable attorney fees and costs.

16. INSURANCE:

You will maintain insurance at your own cost continuously throughout the Term and during any period in which you perform the Services. The insurance will comply with the requirements attached as Attachment B.

17. TERMINATION:

Hotel may terminate this Agreement for any reason upon one hundred and eighty (180) written notice to you. Hotel may terminate this Agreement immediately in the event:

1. You breach this Agreement and you fail to cure your breach where such breach is capable of being cured within 10 days’ of written notice of termination from Hotel;
2. There is a material adverse change in your financial condition or you cease doing business;
3. Applicable laws may materially interfere with your ability to provide the Services;
4. You violate any of the Confidentiality, Privacy or Laws, Licenses and Regulations provisions of this Agreement.

18. POST TERMINATION OBLIGATIONS:

Upon termination of this Agreement, Supplier will provide reasonable transition assistance to Hotel including providing all Deliverables and Services, fully or partially completed, in the format requested by Hotel, and cooperating with any successor service provider. If Hotel terminates this Agreement for cause, you will pay costs of transition. Hotel will pay Supplier all remaining deferred software fees that would be due through the expiration date of the original contract.

19. REMEDIES:

You acknowledge that HWI’s remedy at law for breach of this Agreement would be inadequate. You therefore consent to temporary and permanent injunctive relief and/or specific performance in any proceeding brought to enforce this Agreement, without the necessity of proof of actual damage, in addition to all other remedies under this Agreement or available at law.

20. MISCELLANEOUS:

(a) Except as provided below, any provision of this Agreement held unenforceable will be deemed severed from this Agreement. The remainder of the Agreement will remain in full force and effect. If a provision is held unenforceable because it is unreasonable, onerous or unduly restrictive, it will remain effective to the maximum extent permissible within reasonable bounds; (b) Provisions intended to survive (including Sections 5 – 12, 15, 16, 18- 20, 23 and 24) will survive the expiration or termination of this Agreement.

21. NATURE OF AGREEMENT:

This Agreement does not grant you any license or other interest or real estate interest in Hotel Premises or assets. Your use of Hotel Premises is non-exclusive, fully revocable and only permitted to the extent required to perform the Services.

22. NOTICES:

All notices to be given under this Agreement must be in writing and sent to the address specified above.

23. MODIFICATION; ENTIRETY OF AGREEMENT:

This Agreement is the full and complete understanding of the Parties regarding the Services and supersedes any prior written or oral agreements. This Agreement may only be modified by a subsequent writing executed by duly-authorized representatives of both Parties which expressly states that it is a modification of this Agreement.

24. GOVERNING LAW AND VENUE:

This Agreement is governed by and interpreted under the laws of New York, excluding any laws regarding the choice or conflict of laws.

25. COUNTERPARTS:

This Agreement may be executed in counterparts and exchanged by facsimile or electronically scanned copy. Each such counterpart will be deemed to be an original and all such counterparts together will constitute one and the same Agreement.

THIS SOW forms part of the Services Agreement and by and between the parties set forth below (as defined as “Supplier” and “Hotel”). Supplier and Hotel are collectively the “Parties” and individually, a “Party”.

1. Description of the Services and/or Products:

1. Products. Supplier will provide the products identified on Attachment A-1, as well as any future products agreed by the parties (collectively, and as modified from time to time, the “Products”).
   1. Products as identified herein, as well as any product for which Supplier is specified and / or approved by Hotel. Such Products, as well as any and all products that may be added to the Agreement at a future date, when required, shall be required to comply with the applicable brand and / or corporate standards.
2. Price.
   1. Pricing for the products shall be stipulated in the pricing attachment associated with this agreement, continental United States.
   2. Hotel payment terms for Supplier are Net 30 days. Supplier will mail or email invoices directly to the “Bill To” location as indicated by Hotel. In the event that a product is fabricated, designed or developed incorrectly by Supplier and returned by Hotel, Supplier will issue a credit memo to Hotel for the net sales amount of that item(s) plus original and return freight costs (inclusive of any fees, duties, taxes, etc.). Further payment terms and conditions for all direct orders are at the discretion of Supplier.
3. Orders.
   1. HSM and / or hotels may submit orders pursuant to a Purchase Order, which may vary by Hotel, or by any other means mutually acceptable to the parties.
   2. The agreed upon delivery requirements for products will be noted on the purchase order.
   3. Supplier shall NOT markup freight charges
   4. Orders will be shipped from Supplier or its designated distributor to the HSM and / or hotel’s designated delivery address using the HSM and / or Hotel’s routing instructions. Any product requiring special freight arrangements must have prior authorization before charges are applied.

2. Services:

Service Level Agreement

1. For each service call, PROPERTY or GUEST shall notify UNIGUEST via a UNIGUEST-provided toll-free number or email of any malfunction, unexpected system behavior, or loss of service
2. UNIGUEST shall have technicians available 24/7/365.
   1. In the event of abnormally high call volume, Uniguest guarantees a one hour maximum response time.
3. At time of service call, PROPERTY agrees that it shall have a designated staff member who will be onsite at the location of System to remotely troubleshoot System with UNIGUEST technician over the phone.
4. Should remote troubleshooting not be sufficient to fix problem, UNIGUEST may determine that a “PC Swap” (See Section 6 of Break Fix Support Detail) might need to be exercised.
5. In the event that HSIA service is cause of any service issue, UNIGUEST will act as liaison between PROPERTY and HSIA to assist, via telephone or other means at UNIGUEST’s discretion, PROPERTY in working with HSIA to resolve connectivity problem.

A. BREAK FIX SUPPORT DETAIL

There shall be times when UNIGUEST and PROPERTY determine the PC needs to be replaced or exchanged due to a software or hardware problem. If this is the case, UNIGUEST and PROPERTY agree to the following:

1. PROPERTY will pay all shipping costs for replacement PC and return of the existing PC.
   1. PROPERTY will be given the option for type of shipping (Ground, 2nd Day, or Overnight Air or appropriate means for specific global locations)
2. UNIGUEST shall send replacement PC within 24 hours of determination that PC needs replacing.
   1. If request is made after 4:00 pm on a Friday, replacement PC will be shipped out on the next business day.
3. PROPERTY shall be responsible for installing replacement PC and contacting UNIGUEST for remote activation.
   1. Remote activation may require UNIGUEST and PROPERTY working with HSIA to establish Internet connection
4. After installation of replacement PC, PROPERTY shall repack existing PC in the box materials used to ship the replacement PC to PROPERTY, and return the existing PC to UNIGUEST via tracked shipping. PROPERTY will be responsible for packing the PC in an appropriate manner to adequately protect it during shipping and will also be responsible for providing shipping insurance with a commercially reasonable amount of coverage for loss or damage occurring during shipping. PROPERTY will be responsible for any loss or damage during shipping to the extent not covered by shipping insurance.
5. Existing PC must be shipped from PROPERTY within 48 hours of receiving replacement PC or PROPERTY agrees to a $25 per day fee.
6. When UNIGUEST receives PC from PROPERTY, UNIGUEST will determine what the problem is and UNIGUEST and PROPERTY agree:
   1. Should it be damage due to loss, destruction or vandalism to the System and parts need to be fixed or replaced, UNIGUEST will fix and/or repair and PROPERTY will pay for actual costs.
   2. Should it be a software failure, not due to damage, UNIGUEST shall repair at UNIGUEST’s expense.
   3. Should it be a hardware failure outside the warranty period as noted on the pricing sheet, UNIGUEST shall repair at PROPERTY’s expense.
   4. Should it be the result of a “worm,” “virus” or “zero day” exploit, UNIGUEST shall repair infected computer at UNIGUEST’s expense.
   5. In every case, UNIGUEST shall notify PROPERTY after determining root problem of the following:
      1. What was wrong with the PC
      2. How it was fixed.
      3. Applicable charges for fixing.

Issues related to the above (Section 6 article e) including complete property location and onsite contact person will be recorded in a comprehensive and professional format and remitted to the HSM representative monthly no later than the 10th day following the preceding month.

B. SPECIAL PROVISIONS RELATING TO SOFTWARE

1. Definitions.
   1. “UNIGUEST Software” means any of UNIGUEST’s proprietary computer software that is included in the installation or ongoing support and maintenance of Systems, including, without limitation, the SecuredAdvantage™ software suite and any updates thereto, but not including any third party software used by or included in the SecuredAdvantage™ software suite.
   2. “User” means any person using a System, including, without limitation, a guest, non-guest, or resident.
   3. “System” means any public access kiosk or other computer hardware sold to PROPERTY by UNIGUEST pursuant to this Agreement.
2. UNIGUEST Software. Subject to PROPERTY’S compliance with the terms, limitations and restrictions set forth in this Agreement, UNIGUEST grants to PROPERTY a non-exclusive, non-transferable license to use (and permit Users to use) the UNIGUEST Software during the term of this Agreement. PROPERTY may use the UNIGUEST Software only for its own internal use and only on the System it was installed on by UNIGUEST. Except as expressly permitted under applicable law, or as otherwise agreed to in writing by UNIGUEST, PROPERTY shall not, and shall not permit any User to: (1) disseminate or transfer all or any part of the UNIGUEST Software to any third party; (2) use the UNIGUEST Software on behalf of any third party or allow any third party to use the UNIGUEST Software; (3) copy, reverse engineer, de-compile, alter, modify, rent, lease, loan, create derivative works from, or sublicense the UNIGUEST Software; (4) transmit content containing viruses or other destructive or disruptive code when using the UNIGUEST Software; (5) transmit content containing information, images, logos, trademarks or other materials that, in any way, actually or potentially violate any applicable law or regulation, infringe or misappropriate any intellectual property or other right, or otherwise harm or injure any person, entity or property when using the UNIGUEST Software; or (6) deliver, export, transfer or otherwise distribute the UNIGUEST Software, or use the UNIGUEST Software in, a country other than the country in which the UNIGUEST Software was purchased.
3. Third Party Software. Portions of the Systems and/or the UNIGUEST Software may utilize or include third party software. Acknowledgements, licensing terms and disclaimers for such material will be contained in the documentation for the Systems or the UNIGUEST Software, as applicable, or may otherwise accompany such material, and use of such material will be governed by their respective terms.
4. Ownership. The Systems consist of both hardware and software, and PROPERTY acknowledges that, notwithstanding any other provisions of this Agreement and/or references to any “sale” or “purchase” of Systems in this Agreement, the title to, and ownership of, the UNIGUEST Software will at all times remain with UNIGUEST. UNIGUEST retains all copyright, patent, trademark, trade secrets and other intellectual property rights in and to the UNIGUEST Software. PROPERTY acknowledges that the UNIGUEST Software, all copies of the UNIGUEST Software, any derivative works, compilations, and collective works of the UNIGUEST Software, and any know-how and trade secrets related to the UNIGUEST Software, are the sole and exclusive property of UNIGUEST and contain UNIGUEST’s confidential and proprietary materials.
5. Software Security. UNIGUEST’s SecuredAdvantage™ security software will refresh the System after each successful logout. A logout will occur after 3 minutes of System non-use or a manual logout by a User. During refresh, SecuredAdvantage™ will remove temporary Internet files, cookies, passwords, and any files saved by a User during the session. UNIGUEST will take commercially reasonable efforts to protect the Systems against malicious software, including spyware, malware, adware, computer viruses, and Trojan horses and worms. Anti-virus and anti-spyware software will be maintained and updated in a reasonably timely manner and as needed to protect against known threats. The parties hereto acknowledge and agree that Zero Day Exploits cannot be protected against and that UNIGUEST’s ability to update computer security systems depends on security software companies’ ability to create and distribute such updates and security systems. UNIGUEST does not program or create security software for computer systems; however, UNIGUEST will take best measures to update the Systems with updated virus definitions as soon as they become commercially available.

C. HOTEL and UNIGUEST hereby agree:

1. INTERNET CONTENT FILTER SITECOACH – The UNIGUEST-Designed Software uses the content filter SiteCoach in order to block harmful content. UNIGUEST claims that this program can only work on the basis of mathematical rules and can therefore not judge whether a website really contains harmful content or not. UNIGUEST does not assume liability in case the browser, in combination with SiteCoach, still displays content- which is unlawful or which the HOTEL, any other person or the general opinion considers to be harmful (e.g. obscene or scandalous content). UNIGUEST also does not assume liability in case blocked web sites are not harmful in the opinion of the HOTEL or any other person. If SiteCoach blocks a website that is not supposed to be blocked, HOTEL shall notify UNIGUEST via email of website and UNIGUEST shall assist HOTEL in making that site available to users. UNIGUEST will update the filter list for SiteCoach free of charge and will continue to do so as long as SiteCoach updates are provided free of charge from the developer. UNIGUEST does not guarantee and is not liable that the filter list comprises a certain scope of content other than those specified at time of installation.
2. Throughout the term of this HPA, HOTEL agrees that it shall not replace UNIGUEST’S service should the new service contain UNIGUEST-developed software.
3. PrinterOn Service – Uniguest is a Reseller for PrinterOn. Upon engagement of the PrinterOn service, HOTEL understands that UNIGUEST will install and serve as the first line support for PrinterOn and their software service. HOTEL understands that UNIGUEST cannot guarantee PrinterOn service and any issues beyond the control of UNIGUEST shall revert to a liability of PrinterOn. HOTEL also understands that UNIGUEST has no control of the pricing of the PrinterOn service except to the initial pricing included in this agreement for the initial term. Should PrinterOn modify its pricing to UNIGUEST, UNIGUEST may modify its pricing to HOTEL in any subsequent renewal term. If the PrinterOn pricing is modified by UNIGUEST to HOTEL, HOTEL will be given the option to continue the service at the new price or terminate the PrinterOn service and be rebated back the prorated portion of the remaining service as part of the annual UNIGUEST subscription fee.
   1. Costs associated to install, service, etc will be outlined in the HPA allowing full transparency to the property.
4. HOTEL shall provide necessary furnishings for System and high-speed Internet access.
5. UNIGUEST and HOTEL agree that UNIGUEST will take commercially reasonable efforts to protect against its equipment being susceptible to the use of malicious software, including spyware, malware, adware, computer viruses, trojan horses and worms (“Malicious Software”). UNIGUEST and HOTEL further agree that UNIGUEST cannot protect against any and all, known and unknown Malicious Software, and that UNIGUEST is not an insurer. UNIGUEST shall have no liability for consequential, special, incidental or punitive damages incurred by HOTEL or any third party (even if such party has been advised of the possibility of such damages), whether based on contract, tort or any legal theory, arising out of or related to this Agreement. HOTEL understands and agrees that if UNIGUEST should be found liable for loss or damage due from a failure of UNIGUEST to perform any of the obligations herein, including but not limited to installation, maintenance, Malicious Software, monitoring or service or the failure of the system or equipment in any respect whatsoever, UNIGUEST’s liability shall be limited to Two Hundred Fifty ($250) Dollars as liquidated damages/limitation of liability and not as a penalty and this liability shall be exclusive; and that the provisions of this section apply if loss or damage, irrespective of cause of origin, results directly or indirectly to persons or HOTEL from performance or non-performance of the obligations imposed by this contract, or from negligence, active or otherwise, its agents, assigns or employees.
6. Only upon Brand-written approval may UNIGUEST provide and display web-based advertising and other data and information on or through the System. For this consideration, UNIGUEST maintains rights to the “Home Page” of the Internet browser and shall provide at no cost, a standard guest user interface that may be modified from time to time with advertisers. However, HOTEL shall have the right to exclude any advertising, data, information, or display for any reason. Any advertising, data, information, or display which HOTEL or Brand has found to be unacceptable or in violation of this Agreement shall be promptly removed from the System at each location upon receipt of written notice via e-mail or registered postal letter by UNIGUEST.
7. This Agreement is assignable by HOTEL or UNIGUEST and each agrees that the other would not enter into this Agreement without the absolute right to assign. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

In the event of any conflicts or omissions, the Master Agreement GS-UNIGU.002.2010 shall prevail.

In the event of a conflict between the Scope of Work and a proposal from a Supplier (the “Supplier Proposal”), the Scope of Work will prevail.

3. Equipment and Materials Required.

Supplier shall provide all equipment and materials required to perform the Services except as specifically set forth in this SOW.

In the event Hotel allows Supplier to use Hotel equipment and/or materials, Supplier will inspect and take all risk associated with using Hotel equipment and/or materials. Further, Supplier waives any claim against the Indemnitees for any damages resulting from use of Hotel’s equipment and/or materials and insures that it will obtain similar waivers from its employees and/or contractors.

Unless otherwise stipulated in this agreement, HOTEL shall be responsible for exercising all warranty information that comes with hardware or software regardless of whether HOTEL purchases equipment on its own or from UNIGUEST.

1. Microsoft Office – Costs associated with Microsoft Office will be bundled in hardware costs.
2. Stand-Alone Security Software – Each PC that Uniguest provides service for under this Agreement must have a valid license of UNIGUEST’S security software suite. There is a one-time license “lease” for each PC. When this agreement terminates, HOTEL understands that the leased license reverts back to the custody of UNIGUEST. UNIGUEST maintain ownership of license at all times. Due to the complex nature of the software; HOTEL understands that it is impossible to detail in this Agreement all features of Software. HOTEL understands that Software may require updates in the future to better secure the PC’s configurations or better service System and there may be a charge for that software upgrade. If there is an upgrade, it is HOTEL’s sole discretion as to whether they desire to purchase the upgrade. For existing UNIGUEST customers who have paid in full license fee per SA GS-UNIGU-003, there will be no charge unless property requests additional workstations at which time they will incur the license costs for those machines only.

SERVICE LEVEL AGREEMENTS

UNIGUEST and HOTEL agree that UNIGUEST’s function pertaining to the service of the System is to maintain uptime of System, update software if available, software-protect the PC, and fix and/or replace hardware in an expedient manner so to keep System up and running for guest use. HOTEL and UNIGUEST will work together to resolve problems and utilize the most cost-effective solution to resolving issues that arise. Both parties understand that computers can be delicate pieces of equipment, especially in a public environment, and newly discovered issues can happen at any time. If something is not covered in this section, both parties will work together to determine the best method to resolve it. Service support and maintenance for System will be provided according to the following terms:

4. Fees and Payments:

Hotel agrees to pay the Fees as described below. Hotel agrees to reimburse Supplier for any expenses only if explicitly agreed below and such expenses will be paid in accordance with Hotel’s standard reimbursement/expense account procedures. Supplier will be responsible for obtaining and complying with the Hotel’s then-current policies.

The prices for each of the Products will be as set forth on Exhibit A-2 and/or the HSM e-Procurement Private Electronic Marketplace (the “Electronic Marketplace”) (as modified from time to time, the “Prices”). As a general matter, changes in any initial Prices will be reflected in the Electronic Marketplace.

Expenses: Supplier will bear the cost of all expenses incurred by Supplier in connection with providing the Services or otherwise. Any expenses not in compliance with this section will not be reimbursable.

5. Ordering and Payment Terms:

FOR PRODUCTS:

1. Orders.
   1. Hotel will be responsible for designating the freight carrier and paying the freight bill unless otherwise noted as a “delivered” price (inclusive of freight).
   2. Hotel will submit orders pursuant to a purchase order (based on their own form of purchase order or such other form of purchase order as may be acceptable to Participant) (the “Purchase Order”). The terms of this Agreement and the Service Agreements will be the only terms applicable to the supply or provision of the Products and to the extent that there are any conflicting or additional terms set forth on a Purchase Order, such terms will be null and void and of no force or effect.
   3. The agreed upon delivery requirements for the particular Products will be noted on the applicable Purchase Order.
   4. Supplier will NOT markup freight or any other similar charges.
   5. Products will be shipped from Supplier to Hotel’s designated delivery address using Hotel’s routing instructions. Any Product requiring special freight arrangements will require the prior written authorization of Hotel before charges are applied.
2. Payment.
   1. Supplier will send a monthly invoice to Hotel for any Products delivered in the prior month after each such month. Payment of any undisputed amounts will be due net thirty (30) days after receipt of the applicable invoice. Supplier will send invoices directly to the “Bill To” location as indicated by the applicable Hotel. In the event any invoice is not paid within thirty (30) days of the due date, Supplier may, at its discretion, take any or all of the following steps: (i) discontinue providing the Services and Deliverables and disable any Product until such time as all overdue invoices are paid in full; (ii) charge interest to any overdue balance at the maximum rate allowed by applicable law; (iii) initiate collection procedures, in which event Hotel shall be liable for the reasonable costs of such collection, including reasonable attorneys’ fees; and (iv) terminate the Hotel Participation Agreement.
   2. In the event that a Product is fabricated, designed or developed incorrectly by Supplier or is non-conforming or otherwise not acceptable, and returned by Hotel to Supplier, Supplier will issue a credit memo to Hotel, or if the applicable invoice has been paid, a full refund, for the full sales amount of that item(s) plus original and return freight costs (inclusive of any fees, duties, taxes, etc.).
   3. Additional payment terms and conditions for all direct orders will be at the reasonable discretion of Supplier, subject to the prior written approval of Hotel.

FOR SERVICES:

Supplier shall provide Hotel with a written invoice with specificity and details as Hotel may require. Such invoice shall, at a minimum, identify the flat fee being charge and the interval, and the reimbursable expenses (on a line item basis)(if applicable). The invoice will also include the total amount of fees charged by Supplier to date and a comparison of fees as against budget. In the event any invoice is not paid within thirty (30) days of the due date, Supplier may, at its discretion, take any or all of the following steps: (i) discontinue providing the Services and Deliverables and disable any Product until such time as all overdue invoices are paid in full; (ii) charge interest to any overdue balance at the maximum rate allowed by applicable law; (iii) initiate collection procedures, in which event Hotel shall be liable for the reasonable costs of such collection, including reasonable attorneys’ fees; and (iv) terminate the Hotel Participation Agreement.

6. Reports:

1. If requested by Participant or otherwise required to be disclosed, Supplier will provide to Participant the following:
   1. Supplier’s State Employer Identification Number: [Enter State ID #].
   2. Supplier’s worker’s compensation insurance policy number: [Enter Workman’s Comp #]. Supplier’s insurance carrier information: [insert name of insurance carrier as well as contact person, address and telephone number of insurance carrier].
   3. Vehicle Identification Number of any vehicle owned by Supplier that will be used in transportation in connection with any of the Services: [Enter Vehicle ID #].
   4. Vehicle Liability Insurance policy information: [insert number of vehicle policy that covers each vehicle and the name, address and phone number of the insurance carrier].
   5. Address of Real Property used to house workers: [if the Participant will be housing any workers as part of this contract, you must fill in the Participant’s address here. If Participant is not providing any housing, you can delete this item or insert N/A]
   6. Number of workers/Wages: [insert estimates if exact figures are not known]
   7. Total number of workers to be employed by contractor to provide the Services: [# of Workers].
   8. Total amount of all wages to be paid by Supplier in connection with the Services: [Amount of Wages].
   9. Date(s) on which Supplier will pay the wages: [Date Wages Paid].
   10. Supplier’s License Identification Numbers.
   11. State Supplier’s License Identification Number:
   12. Local Supplier’s License Identification Number:
   13. Federal Supplier’s License Identification Number:
   14. Number of Independent Contractors (if any) to be employed by Supplier in providing the Services: If Supplier is utilizing independent contractors in providing the Services, then please list the current local, state and federal contractor license identification numbers.
   15. Such other information as reasonably requested by Participant.
2. Supplier Responsibility for Updates of Information: Supplier will inform Participant immediately of any updates or changes to the information contained in this Section 5 of this Attachment A. In the event of any changes in the information contained in this Section 5, the parties will execute a written amendment to the Agreement containing such change.

7. Warranties:

Supplier warrants that each Product manufactured or delivered hereunder shall (i) be free from defects in material and workmanship and shall conform to all applicable plans, specifications, requirements and samples; (ii) be merchantable and, if customized for Hilton, fit for its intended purpose; (iii) not infringe upon any patent, copyright or other intellectual property right of any other person or entity, and (iv) to the extent applicable, shall (A) not be adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act of 1938, as amended, and not be an article which under the provisions of Section 404 or 505 of said Act is prohibited from being introduced into interstate commerce; (B) not be adulterated or misbranded within the meaning of any state or municipal law which is similar to the Federal Food, Drug and Cosmetic Act; and (C) not be in a misbranded package within the meaning of the Federal Hazardous Substances Act. Supplier agrees to promptly notify Hilton in writing of any demand, complaint or proceeding or a claimed violation of any of the aforementioned laws, giving the name and address of the complaining party and the Product concerned.

Supplier warrants that it will convey good title to the Products and that the Products will be delivered free of any security interest or any other lien or encumbrance. All of Supplier’s warranties with respect to the Products hereunder and all indemnities herein shall run to HSM, Hilton, the Hotels at which they are used and each of their owners, partners, subsidiaries, affiliates, franchisees, and each of such persons’ entities’ officers, directors, agents, subcontractors, consignees, customers, guests, residents, visitors, licensees, invitees, permittees and employees (the “Indemnitees”).