Hotel Licensing Agreement
Hotel Licensing Agreement
This Hotel Licensing Agreement ("Agreement") is entered into as of [Date], by and between [Your Company Name], a company organized and existing under the laws of [State/Country], with its principal office located at [Your Company Address] ("Licensor"), and [Your Partner Company Name], a company organized and existing under the laws of [State/Country], with its principal office located at [Your Partner Company Address] ("Licensee").
WHEREAS, Licensor owns and operates a hotel brand known as [Your Company Name] (the "Brand");
WHEREAS, Licensee desires to obtain a license from Licensor to operate a hotel under the Brand;
WHEREAS, Licensor is willing to grant such a license to Licensee on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereto agree as follows:
1. Definitions
1.1 "Agreement": The term "Agreement" refers to this Hotel Licensing Agreement, including all schedules, exhibits, amendments, and appendices attached hereto or incorporated by reference. It encompasses all terms, conditions, and provisions set forth herein that govern the relationship between the Licensor and Licensee concerning the licensing of the Brand.
1.2 "Brand": The term "Brand" signifies the hotel brand known as [Your Company Name], including all associated trademarks, service marks, trade names, logos, slogans, designs, and other brand elements that are used to identify and distinguish the products and services offered under the [Your Company Name].
1.3 "Licensed Hotel": The term "Licensed Hotel" means the hotel or lodging establishment that Licensee is authorized to operate under the Brand pursuant to this Agreement. This includes all facilities, services, and operations conducted at the specified location(s) that are subject to the standards and guidelines established by the Licensor.
1.4 "Effective Date": The term "Effective Date" refers to the date on which this Agreement is duly executed by both Licensor and Licensee, signifying the commencement of the legal obligations and rights conferred by this Agreement.
1.5 "Term": The term "Term" denotes the duration for which this Agreement remains in force, as specified in Section 4. It includes the initial term and any renewal terms that may be agreed upon by the parties in writing.
2. Grant of License
2.1 Grant of License: Licensor hereby grants to Licensee a non-exclusive, non-transferable license to use the Brand solely in connection with the operation of the Licensed Hotel. This license allows the Licensee to utilize the Brand's trademarks, trade names, logos, and other proprietary elements in accordance with the terms of this Agreement.
2.2 Operational Standards: Licensee agrees to operate the Licensed Hotel in strict compliance with the operational standards, policies, and guidelines provided by Licensor. These standards include, but are not limited to, quality control measures, customer service protocols, and maintenance requirements, which are designed to ensure consistency and uphold the reputation of the Brand.
2.3 Restriction on Use: Licensee shall not use the Brand for any purpose other than as expressly permitted by this Agreement. Unauthorized uses, including sublicensing, leasing, or assigning the Brand to third parties, are strictly prohibited without prior written consent from Licensor.
2.4 Ownership of Brand: Licensee acknowledges and agrees that Licensor retains all rights, title, and interest in and to the Brand. Licensee shall not take any action that might jeopardize or diminish the value of the Brand, including any attempts to register the Brand or any similar marks in any jurisdiction.
3. Fees and Payments
3.1 Licensing Fee: Licensee shall pay to Licensor a licensing fee in the amount of [Fee Amount] (the "Licensing Fee"). This fee compensates Licensor for the right to use the Brand and must be paid in accordance with the payment schedule outlined in this Agreement.
3.2 Payment Terms: The Licensing Fee shall be payable in monthly installments. Each installment is due on or before the [due date] of the respective period, and payments shall be made in full without any deductions or offsets.
3.3 Revenue Sharing: In addition to the Licensing Fee, Licensee shall pay to Licensor a percentage of gross revenues generated by the Licensed Hotel as specified in Schedule A. This revenue sharing arrangement ensures that Licensor benefits proportionately from the financial success of the Licensed Hotel.
3.4 Currency and Payment Deadlines: All payments under this Agreement shall be made in [Currency] and shall be due within [number of days] days of receipt of an invoice from Licensor. Licensee is responsible for ensuring that all payments are timely and correctly remitted in accordance with the terms specified.
4. Term and Termination
4.1 Initial Term: The initial term of this Agreement shall be for a period of [number of years] years, commencing on the Effective Date. This initial term is established to provide a stable period for the operation and development of the Licensed Hotel under the Brand.
4.2 Renewal Term: This Agreement may be renewed for additional [number of years] year terms upon mutual written agreement of the parties. Any renewal shall be subject to the same terms and conditions, unless otherwise agreed upon in writing by both parties.
4.3 Termination for Cause: Either party may terminate this Agreement for cause upon [number of days] days written notice to the other party. Cause for termination includes, but is not limited to, material breach of this Agreement, insolvency, or failure to comply with applicable laws and regulations.
4.4 Post-Termination Obligations: Upon termination of this Agreement, Licensee shall immediately cease all use of the Brand and shall return or destroy any materials bearing the Brand as instructed by Licensor. Licensee shall also settle any outstanding payments due to Licensor within [number of days] days following the termination date.
5. Intellectual Property
5.1 Acknowledgment of Ownership: Licensee acknowledges that Licensor is the sole owner of the Brand and all associated intellectual property rights, including trademarks, trade names, logos, and any other proprietary materials. Licensee's use of the Brand does not confer any ownership rights, and Licensee shall not acquire any rights, title, or interest in the Brand beyond the scope of this Agreement.
5.2 Non-Contestation: Licensee agrees not to challenge, contest, or impair in any manner Licensor's ownership of the Brand. This includes refraining from taking any actions or making any statements that could undermine Licensor's rights or create confusion regarding the ownership of the Brand. Licensee shall fully support and cooperate with Licensor in maintaining and defending the validity of the Brand.
5.3 Notification of Unauthorized Use: Licensee shall promptly notify Licensor of any unauthorized use, infringement, or potential infringement of the Brand by third parties. Such notification shall include all relevant details and evidence to enable Licensor to take appropriate action to protect its intellectual property rights. Licensee shall cooperate with Licensor in any enforcement or protection activities related to the Brand.
6. Operational Standards
6.1 Compliance with Standards: Licensee shall operate the Licensed Hotel in strict adherence to the operational standards and guidelines provided by Licensor. These standards encompass all aspects of hotel operations, including but not limited to, service quality, guest experience, cleanliness, maintenance, and safety protocols. Licensee agrees to implement and maintain these standards consistently to ensure the Brand's reputation is upheld.
6.2 Right to Inspect: Licensor reserves the right to inspect the Licensed Hotel at reasonable intervals to ensure compliance with the operational standards and guidelines. Such inspections may be conducted with or without prior notice, and Licensee shall provide full access to all areas of the Licensed Hotel to facilitate a thorough review. Any deficiencies identified during inspections must be promptly addressed by Licensee.
6.3 Corrective Actions: Licensee shall implement any corrective actions required by Licensor to address deficiencies or non-compliance with the operational standards. Corrective actions must be completed within the time frame specified by Licensor, and Licensee shall provide written confirmation of completion. Failure to implement corrective actions may result in penalties or termination of this Agreement.
7. Marketing and Promotion
7.1 Participation in Marketing Activities: Licensee shall actively participate in the marketing and promotional activities organized by Licensor. This includes adhering to the marketing strategies, campaigns, and initiatives developed by Licensor to enhance the Brand's visibility and attract guests. Licensee shall cooperate with Licensor's marketing team to ensure consistent messaging and branding.
7.2 Marketing Fund Contribution: Licensee shall contribute to the marketing fund established by Licensor as specified in Schedule B. The contributions are intended to support collective marketing efforts and promotional activities that benefit all licensed hotels operating under the Brand. The amount and payment schedule for contributions shall be detailed in Schedule B.
7.3 Approval of Marketing Materials: Licensee shall obtain Licensor's prior written approval for any marketing materials that use the Brand. This includes, but is not limited to, advertisements, brochures, websites, social media content, and promotional items. All marketing materials must comply with Licensor's brand guidelines and standards to ensure consistency and protect the integrity of the Brand.
8. Confidentiality
8.1 Confidentiality Obligations: Licensee shall maintain the confidentiality of all proprietary and confidential information disclosed by Licensor. This includes, but is not limited to, business plans, financial data, marketing strategies, operational procedures, and any other information designated as confidential. Licensee shall use such information solely for the purposes of fulfilling its obligations under this Agreement.
8.2 Non-Disclosure to Third Parties: Licensee shall not disclose any confidential information to any third party without Licensor's prior written consent. Licensee shall take all reasonable measures to protect the confidentiality of such information, including implementing appropriate security protocols and restricting access to authorized personnel only.
8.3 Survival of Confidentiality Obligations: The confidentiality obligations set forth in this Section 8 shall survive the termination or expiration of this Agreement. Licensee shall continue to maintain the confidentiality of all proprietary and confidential information for a period of [number of years] years following the termination or expiration of this Agreement.
9. Indemnification
9.1 Indemnification by Licensee: Licensee shall indemnify, defend, and hold harmless Licensor, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with the operation of the Licensed Hotel. This includes, but is not limited to, claims related to personal injury, property damage, or breach of this Agreement by Licensee.
9.2 Indemnification by Licensor: Licensor shall indemnify, defend, and hold harmless Licensee, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with Licensor's breach of this Agreement. This includes, but is not limited to, claims related to intellectual property infringement or failure to perform obligations under this Agreement.
10. Miscellaneous
10.1 Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter hereof. Any amendments or modifications to this Agreement must be in writing and signed by both parties to be effective.
10.2 Amendments and Modifications: This Agreement may only be amended or modified by a written agreement signed by both parties. Any waiver of rights or provisions under this Agreement must be in writing and signed by the party granting the waiver. No failure or delay by either party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof.
10.3 Notices: Any notices required or permitted to be given under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by a recognized overnight courier service to the addresses specified in the preamble of this Agreement. Notices may also be sent by email to the addresses specified in the preamble, provided that receipt is confirmed.
10.4 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of [State/Country], without regard to its conflict of law principles. The parties agree that any disputes arising out of or in connection with this Agreement shall be resolved exclusively by the courts of [State/Country].
10.5 Dispute Resolution: In the event of any dispute arising out of or in connection with this Agreement, the parties shall first attempt to resolve the dispute through good faith negotiations. If the dispute cannot be resolved through negotiations, the parties agree to submit the dispute to mediation before pursuing any other legal remedies. The parties shall mutually agree on the selection of a mediator and shall share the costs of mediation equally.
IN WITNESS WHEREOF, the parties hereto have caused this Hotel Licensing Agreement to be duly executed by their respective authorized representatives as of the Effective Date. Each signatory below warrants and represents that they have the full legal authority to enter into this Agreement on behalf of the party for whom they are signing, thereby making this Agreement a binding and enforceable contract.
The undersigned have read, understood, and agreed to all the terms and conditions set forth in this Agreement. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile and electronic signatures shall be considered as valid and binding as original signatures.
FOR THE LICENSOR:
[Your Company Name]
a company organized and existing under the laws of [State/Country]
By:
[Your Name]
[Your Job Title]
[Your Company Name]
Date: [Month Day, Year]
FOR THE LICENSEE:
[Your Partner Company Name]
a company organized and existing under the laws of [State/Country]
By:
[Your Partner Company Representative Name]
[Job Title]
[Your Partner Company Name]
Date: [Month Day, Year]
ACKNOWLEDGMENT:
The parties acknowledge that they have had the opportunity to seek independent legal advice prior to executing this Agreement and that they fully understand and agree to the terms and conditions contained herein.
