Hospitality Rights Agreement
Party A and Party B hereby agree to the following terms concerning their rights in the Hospitality Industry:
1. Definitions. "Hospitality Industry" refers to businesses or organizations that provide food, drink, lodging, or recreation services to the public. "Party A's Rights" refers to Party A's exclusive rights to operate a business in the Hospitality Industry in the territory defined in Exhibit A. "Party B's Rights" refers to Party B's exclusive rights to operate a business in the Hospitality Industry in the territory defined in Exhibit B.
2. Grant of Rights. Subject to the terms and conditions of this Agreement, Party A hereby grants to Party B the exclusive right to operate a business in the Hospitality Industry in the territory defined in Exhibit A. Subject to the terms and conditions of this Agreement, Party B hereby grants to Party A the exclusive right to operate a business in the Hospitality Industry in the territory defined in Exhibit B.
3. Term. The term of this Agreement shall be five (5) years from the date of execution, unless terminated earlier in accordance with the terms of this Agreement.
4. Consideration. As consideration for the rights granted under this Agreement, Party B shall pay to Party A the sum of [AMOUNT] on the execution of this Agreement.
5. Conditions Precedent. The rights granted under this Agreement are conditioned upon the full and timely payment of the consideration specified in Section 4.
6. Representations and Warranties. Each Party represents and warrants to the other that: (a) it has the full right, power, and authority to enter into this Agreement and to grant the rights granted herein; (b) the execution and performance of this Agreement by such Party does not and will not violate, conflict with, or result in a default under, any agreement or other instrument to which it is a party or by which it is bound; and (c) this Agreement constitutes the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms.
7. Limitations. Nothing in this Agreement shall be construed to grant either Party the right to use the other Party's name, logo, or other trademark, trade name, or service mark.
8. Termination. This Agreement may be terminated by either Party: (a) upon the bankruptcy, insolvency, or liquidation of the other Party; (b) if the other Party defaults in the performance of any material term or condition of this Agreement and such default is not cured within [NUMBER] days after written notice thereof; or (c) for any reason upon [NUMBER] days' prior written notice.
9. Effect of Termination. Upon the termination of this Agreement, all rights and obligations of the Parties under this Agreement shall cease, except that the Parties shall remain liable for any breach of this Agreement prior to its termination.
10. Assignment. This Agreement may not be assigned by either Party without the prior written consent of the other Party.
11. Waiver. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver of such provision.
12. Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be amended to the extent necessary to render it valid and enforceable, and the remainder of this Agreement shall remain in full force and effect.
13. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of [STATE], without regard to its conflict of law provisions.
14. Dispute Resolution. Any disputes arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the then-existing Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be held in [CITY], [STATE].
The arbitrator(s) shall have the authority to award any remedy or relief that a court of competent jurisdiction could award. The arbitrator(s) shall issue a written opinion stating the specific findings of fact and conclusions of law upon which the award is based. The arbitrator's award shall be final and binding on the Parties, and judgment may be entered thereon by any court of competent jurisdiction.
15. Notices. Any notice required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given when delivered personally or sent by certified or registered mail, return receipt requested, to the following addresses (or such other address as a Party may designate by notice given in accordance with this Section):
If to Party A: [PARTY A'S NAME AND ADDRESS] If to Party B: [PARTY B'S NAME AND ADDRESS]
16. Entire Agreement.
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, with respect to such subject matter.
17. Amendment. This Agreement may not be amended or modified except in writing signed by the Parties.
18. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and both of which together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.
PARTY A [PARTY A'S NAME]
PARTY B [PARTY B'S NAME]