Hotel Vendor Contract
Hotel Vendor Contract
This Hotel Vendor Contract ("Agreement") is made and entered into as of [Effective Date], by and between [Your Company Name], a [State/Country] corporation with its principal place of business at [Your Company Address] ("Hotel"), and [Vendor Name], a [State/Country] corporation with its principal place of business at [Vendor Address] ("Vendor"). Hotel and Vendor are collectively referred to herein as the "Parties" and individually as a "Party."
WHEREAS, Hotel desires to purchase certain goods and/or services for its operations from Vendor, and Vendor has the expertise and resources to supply such goods and/or services;
WHEREAS, Hotel and Vendor wish to establish the terms and conditions under which Vendor will provide the goods and/or services to Hotel;
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:
I. Scope of Services
A. Description of Goods/Services: Vendor shall provide the goods and/or services specified in Appendix A, including detailed descriptions, quantities, and specifications.
B. Delivery Requirements: Vendor shall deliver the goods and/or services in accordance with the delivery schedule and requirements set forth in Appendix C.
C. Quality Standards: All goods and/or services provided by Vendor shall meet the quality standards specified in Appendix A and comply with applicable industry standards and regulations.
D. Compliance with Laws: Vendor shall ensure that all goods and/or services comply with all applicable local, state, and federal laws and regulations.
II. Compensation and Payment Terms
A. Pricing and Rates: Hotel agrees to pay Vendor the amounts specified in Appendix B for the goods and/or services provided under this Agreement.
B. Payment Schedule: Payments shall be made on a monthly basis, within thirty (30) days after receipt of a valid invoice from Vendor.
C. Invoicing Requirements: Vendor shall submit detailed invoices to Hotel, including descriptions of the goods and/or services provided, quantities, unit prices, and total amounts due.
D. Reimbursement of Expenses: Any additional expenses incurred by Vendor in the course of providing the goods and/or services shall be reimbursed by Hotel, provided that such expenses are pre-approved by Hotel.
E. Taxes and Duties: Hotel shall be responsible for all taxes, duties, and charges imposed by any governmental authority related to the fees paid under this Agreement.
III. Responsibilities of the Parties
A. Responsibilities of the Hotel:
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Provide Access: Hotel shall provide Vendor with access to necessary information, materials, and resources required for the delivery of the goods and/or services.
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Timely Approvals: Hotel shall review and approve deliverables and invoices in a timely manner to avoid delays.
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Property Maintenance: Hotel shall ensure the Hotel property is maintained in good condition and compliant with all relevant regulations.
B. Responsibilities of the Vendor:
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Professional Conduct: Vendor shall perform the services in a professional and timely manner, in accordance with industry standards.
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Compliance: Vendor shall ensure that all goods and/or services comply with applicable laws, regulations, and quality standards.
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Reporting: Vendor shall provide regular updates and reports on the progress of the delivery of goods and/or services as requested by Hotel.
IV. Delivery and Acceptance
A. Delivery Schedule: Vendor shall deliver the goods and/or services according to the schedule specified in Appendix C.
B. Inspection and Acceptance: Upon delivery, Hotel shall inspect the goods and/or services to ensure they meet the specified quality standards. Any non-conforming goods and/or services shall be reported to Vendor within seven (7) days of receipt.
C. Non-Conforming Goods/Services: Vendor shall promptly rectify any deficiencies in non-conforming goods and/or services at no additional cost to Hotel.
D. Risk of Loss: Risk of loss or damage to the goods shall remain with Vendor until the goods are delivered and accepted by Hotel.
V. Warranties and Representations
A. Vendor Warranties: Vendor warrants that all goods and/or services provided under this Agreement shall be free from defects in material and workmanship and shall conform to the specifications set forth in this Agreement.
B. Hotel Warranties: Hotel warrants that it will provide Vendor with accurate and complete information necessary for Vendor to perform its obligations under this Agreement.
C. Duration of Warranties: The warranties provided by Vendor shall remain in effect for a period of one (1) year from the date of delivery and acceptance of the goods and/or services.
D. Remedies for Breach of Warranty: In the event of a breach of warranty, Vendor shall promptly repair or replace any defective goods or rectify any deficient services at no additional cost to Hotel.
VI. Confidentiality
A. Definition of Confidential Information: Confidential information includes any non-public information disclosed by one Party to the other Party under this Agreement, including business plans, financial data, guest information, marketing strategies, and proprietary information.
B. Obligations of Confidentiality: Both Parties agree to maintain the confidentiality of any confidential information disclosed during the term of this Agreement. Neither Party shall disclose such information to any third party without the prior written consent of the disclosing Party.
C. Duration of Confidentiality Obligations: The obligations of confidentiality shall continue for a period of two (2) years after the termination of this Agreement.
D. Exceptions: Confidential information does not include information that is publicly known, already known to the recipient, independently developed, or lawfully disclosed by a third party.
VII. Intellectual Property Rights
A. Use of Trademarks and Logos: Vendor is granted a non-exclusive, non-transferable license to use Hotel’s trademarks and logos solely for the purpose of performing the services specified in this Agreement.
B. Ownership of Work Product: All intellectual property and work product developed by Vendor during the term of this Agreement shall remain the property of Vendor. Hotel is granted a non-exclusive license to use the work product for its internal purposes.
C. License to Use Intellectual Property: Any use of Vendor’s intellectual property beyond the scope defined in this Agreement requires prior written consent from Vendor.
D. Infringement Procedures: In the event of any suspected infringement of intellectual property rights, the affected Party shall promptly notify the other Party. The Parties shall cooperate in investigating and addressing any such infringement.
IX. Indemnification and Liability
A. Indemnification by Hotel: Hotel agrees to indemnify and hold Vendor harmless from any claims, damages, and expenses arising out of Vendor's provision of the goods and/or services under this Agreement, provided that such claims, damages, and expenses are not due to Vendor's gross negligence or willful misconduct.
B. Indemnification by Vendor: Vendor agrees to indemnify and hold Hotel harmless from any claims, damages, and expenses arising out of Hotel's use of the goods and/or services provided under this Agreement, provided that such claims, damages, and expenses are not due to Hotel's gross negligence or willful misconduct.
C. Limitation of Liability: Vendor's liability under this Agreement shall be limited to the amount of fees paid by Hotel in the six (6) months preceding the claim. Neither Party shall be liable for any indirect, incidental, or consequential damages.
D. Insurance Requirements: Both Parties shall maintain adequate insurance coverage to cover their respective indemnification obligations under this Agreement. Vendor shall provide proof of insurance upon request by Hotel.
X. Termination
A. Termination by Hotel: Hotel may terminate this Agreement with thirty (30) days' written notice for any material breach of this Agreement by Vendor, provided that the breach is not cured within the notice period.
B. Termination by Vendor: Vendor may terminate this Agreement with thirty (30) days' written notice for any material breach of this Agreement by Hotel, provided that the breach is not cured within the notice period.
C. Termination for Convenience: Either Party may terminate this Agreement for convenience with ninety (90) days' written notice to the other Party.
D. Effects of Termination: Upon termination, Vendor shall cease all activities and return or destroy all confidential information and materials provided by Hotel. Hotel shall pay Vendor for all goods and/or services delivered up to the date of termination.
E. Survival of Obligations: The obligations of confidentiality, indemnification, and any other provisions that by their nature should survive termination shall remain in effect after the termination of this Agreement.
XI. Dispute Resolution
A. Negotiation and Mediation: The Parties agree to attempt to resolve any disputes arising out of this Agreement through good faith negotiations. If the dispute cannot be resolved through negotiation within thirty (30) days, the Parties shall submit the dispute to mediation.
B. Arbitration: If the Parties cannot resolve the dispute through mediation within sixty (60) days, the dispute shall be submitted to arbitration in [Jurisdiction] in accordance with the rules of the [Arbitration Organization]. The decision of the arbitrator shall be final and binding.
C. Jurisdiction and Venue: Any arbitration proceedings shall be conducted in [Jurisdiction], and the award of the arbitrator shall be enforceable in any court of competent jurisdiction.
XII. Miscellaneous Provisions
A. Entire Agreement: This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings, whether written or oral.
B. Amendments and Modifications: Any amendments or modifications to this Agreement must be in writing and signed by both Parties.
C. Assignment and Subcontracting: Neither Party may assign or subcontract its rights or obligations under this Agreement without the prior written consent of the other Party.
D. Notices: Any notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail, or sent by email with confirmation of receipt.
E. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of [State/Country].
F. Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
G. Force Majeure: Neither Party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including acts of God, war, terrorism, and natural disasters.
Signatures
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.
Hotel
[Name]
[Date]
Vendor
[Name]
[Date]
