Hospitality Rights Agreement
Party A and Party B hereby agree to the following terms
concerning their rights in the Hospitality Industry:
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
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.
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.
[Either 4.1, 4.2 or 4.3 only will be applicable]
4.1 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.
4.2 ________ amount is to be paid in advance in lieu
of the transfer to Party A by Party B. The last of the
consideration, the amount of __________ is to be paid
on execution of this agreement.
4.3 Party A is entitled to ____________ of Party
B’s proceeds which shall be paid every
Conditions Precedent: The rights granted under this Agreement
are conditioned upon execution of the Agreement.
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.
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.
Each Party agrees to indemnify and hold harmless the each other
and their officers, directors, employees, and agents from
and against all claims, damages, liabilities, and expenses
(including reasonable legal fees and expenses) arising out of or
relating to their breach of any of the warranties in this
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.
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.
Assignment: This Agreement may not be assigned by either Party
without the prior written consent of the other Party.
Waiver: The failure of either Party to enforce any provision of
this Agreement shall not be construed as a waiver of such
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
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
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
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]
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.
Amendment: This Agreement may not be amended or modified except
in writing signed by the Parties.
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]