JPMC SALES EVENT AGREEMENT-

ADDITIONAL TERMS AND CONDITIONS

These Additional Terms and Conditions and the JPMC SALES EVENT AGREEMENT, each hereby made a part hereof (collectively, the “Agreement”) is entered into by and between the Hotel and the Group as such terms are defined in the JPMC SALES EVENT AGREEMENT.  All capitalized terms as used herein that are not specifically defined shall have the meaning ascribed to them in the JPMC SALES EVENT AGREEMENT.

Rooming List

If JPMC requests that Hotel provide JPMC and/or JPMC’s representative(s) with access to guest reservation information pertaining to guests who have reserved rooms at the Hotel as part of the JPMC’s room block or JPMC guests attending the Event (each, an “Attendee”) established pursuant to this Agreement.  JPMC certifies that it has obtained, or will obtain, consent from each of its Attendees for the Hotel or Hilton to provide to JPMC and/or JPMC’s representative(s) such Attendee’s reservation information and agrees to reimburse Hotel and Hilton for any costs, damages, fees or expenses of any kind arising from any claim(s) by an Attendee relating to the Hotel’s or Hilton’s disclosure of reservation information.

Unavailability of Guestrooms

The parties agree that on occasions due to unanticipated circumstances, the Hotel may not have rooms available for all guests who wish to check in on a particular night.  The Hotel will make reasonable effort to discuss with the JPMC Planner prior to approaching impacted guests.  While Hotel will use reasonable efforts to avoid such situation impacting JPMC, in the event any member of your JPMC room block with a confirmed reservation cannot be accommodated by the Hotel, the Hotel will provide the following:

 

  1. Accommodations at a comparable hotel as close as possible and at no charge to the guest for each night the guest is displaced from the Hotel.
  2. One daily complimentary round trip ground transportation between Hotel and the alternate hotel.
  3. The Hotel will make necessary arrangements for the displaced guest’s telephone messages and mail to ensure that they are properly forwarded.
  4. JPMC will receive credit for any guests displaced toward its pick up for purposes of this Agreement.
  5. If a room becomes available at the Hotel for the displaced guest and the guest elects not to return to the Hotel, the Hotel will have no further obligations under this clause.
  6. Hotel to provide a letter and amenity upon guest’s return to hotel.

Impossibility

If events beyond the reasonable control of the parties (including but not limited to: acts of God; declared war in the United States; government regulations; terrorist attacks in the city in which Hotel is located; or curtailment of transportation either in the conference city or in the countries/states of origin of the Attendees that prevents at least 40% of the Attendees from arriving for the first peak night of the Event) make it illegal or impossible to perform under this Agreement, the affected party may terminate this Agreement, without liability, upon providing written notice to the other party within ten (10) days of the occurrence. Hotel agrees to provide a refund of any prepaid deposits made to the Hotel within thirty (30) days following receipt of a valid notice of cancellation under this Section, less documented and reasonable expenses incurred by Hotel prior to receipt of such notice in preparation for the JPMC Event.

Labor Disputes

Notwithstanding anything in the Agreement to the contrary, if within two (2) weeks prior to the commencement of, or at any time during, the Event, the Hotel is involved in a labor dispute, JPMC may cancel this commitment without liability by giving written notice of cancellation to the Hotel.  For purposes of this section, “labor dispute” shall mean an authorized work stoppage by Hotel employees or activity by a labor organization directed towards the Hotel as the primary employer which causes a material disruption in services to be provided to JPMC. Upon such cancelation, Hotel agrees to refund to JPMC all fees paid under this Agreement in connection with the canceled Event less documented and reasonable expenses incurred by Hotel prior to the cancelation date in preparation for the JPMC Event.

Cancellation without Penalty

 JPMC may, at its option, terminate this Agreement upon immediate written notice and without incurring any Cancellation Fees or other penalties if any of the following occur:

(a)  The Hotel fails to comply with any of its material obligations under this Agreement, and Hotel fails to remedy such obligation after receipt of written notice allowing a thirty (30) day period to cure such failure;

(b)  The Hotel, its parent company or management company becomes subject to any voluntary or involuntary bankruptcy proceedings, makes an assignment for the benefit of creditors, a receiver or other official is appointed to manage its affairs or if the Hotel, its parent company or management company becomes generally unable to pay its debts as they become due;

(c)  If any material license, permit or other authorization required for the Hotel to operate as a hotel or to hold or host the Event is cancelled, revoked or suspended;

(d)  The Hotel is damaged by fire or other casualty and JPMC and the Hotel determine in good faith that the Event would be materially affected by the results of such casualty;

(e)  JPMC reasonably determines that a Competing Conference might interfere with the Event and that JPMC has not been notified in writing as required under the Disclosure Requirements section in this Agreement.

 

If JPMC elects to terminate this Agreement under this section, all monies paid to the Hotel pursuant to this Agreement will be refunded in full within thirty (30) days of such termination, and neither party shall have any further obligation to the other under this Agreement.

Cancellation by the Hotel

In the event that the Hotel cancels this Agreement for reasons other than a material breach by JPMC or as otherwise expressly provided for elsewhere in this Agreement, JPMC will be entitled to a full refund of all monies paid under this Agreement and further recover reasonable actual damages as allowed by law from Hotel. Hotel’s maximum liability for any such damages will not exceed the total Event value payable by Group to Hotel under this Agreement. JPMC will be required to take reasonable steps to reduce any damages, including but not limited to using alternate locations for the cancelled Event identified as willing and able to host the Event on similar terms if possible.

Hotel’s Right to Cancel Future Contracted Events

 Should the Master Account remain unpaid after 60 days from the due date,  in addition to our other remedies, JPMC agrees that the Hotel, at our sole option, may require that JPMC promptly pay to Hotel substantial prepaid deposits for any agreements separately made by that time between JPMC and the Hotel for additional conventions/meetings to be held in the future.  If JPMC fails to make such substantial prepaid deposits, then Hotel may cancel any such agreements, and that in such event the Hotel shall have no liability to JPMC for such cancellation (no fees, charges, damages or penalties shall be due from the Hotel as a result of the cancellation and no claim shall be brought against the Hotel as a result of the cancellation); provided, however, that prior to exercising any such termination right, Hotel shall send written notice to JPMC of such nonpayment and thereafter provide JPMC an additional five (5) business days to pay such overdue amount.  In the event of cancellation by Hotel pursuant to this clause, JPMC will be responsible for cancellation damages set forth in each of the event agreements.

Outside Contractors

Should JPMC elect to utilize outside contractors or subcontractors on Hotel premises during your Event, including, but not limited to, a destination management company, audio/visual services, decorators, or others, you must notify Hotel of your intention to use such providers at least thirty days in advance of your Event, or at the time of contracting if the Event dates will occur within 30 days of Agreement signing.  JPMC will make reasonable efforts to ensure that a JPMC contractor completes and signs a hold harmless, indemnification and insurance agreement in favor of Hotel, Hilton, Hotel’s Owner and JPMC, and provide proof of insurance in amounts acceptable to Hotel (amounts and types of insurance may be changed or increased in Hotel’s sole discretion based on the type of services the outside contractor will be providing) before they will be allowed to provide services on Hotel premises.  JPMC understands that Hotel may deny access if a vendor does not complete and sign form. In some instances, Hotel may be required, pursuant to obligations imposed on Hotel by labor unions or collective bargaining agreements, to utilize Hotel labor to provide certain services, and JPMC agrees to pay the fees and/or charges associated with these services. Upon request, Hotel will advise JPMC of the applicable services that must be performed by Hotel’s labor along with the corresponding charges for such labor.

Security

If required and determined by mutual agreement, in order to maintain adequate security measures in light of the size and/or nature of your Event, you will provide, at your expense, security personnel supplied by a reputable licensed guard or security agency doing business in the city or county in which we are located. Such security personnel may not carry weapons. Notwithstanding the foregoing, if due to the nature of the Event, JPMC wishes to use armed security personnel as off duty police officers, JPMC may notify Hotel of such intention at least thirty (30) days in advance of your Event and the Hotel will thereafter have ten (10) business days (or at the time of contracting is the Event dates will occur within 10 business days of Agreement signing) in which to notify JPMC if such request is not approved. Hotel reserves the right to require that your security agency sign a hold harmless, indemnification and insurance agreement in the form currently in use at Hotel in favor of Hotel, Hilton, Hotel’s Owner and JPMC, and provide proof of insurance in amounts acceptable to Hotel before they will be allowed to provide security services on Hotel premises.

Confidential Information

“Confidential Information” means information exchanged by the parties that is not generally known to the public and at the time of disclosure is identified as, or would reasonably be understood by the receiving party to be, proprietary or confidential.  JPMC Confidential Information will include, but not be limited to: (a) business plans, strategies, forecasts, projects and analyses; (b) financial information and fee structures; (c) business processes, methods and models; (d) director, officer, employee, customer and supplier information (whether past, current or prospective); (e) hardware and system designs, architectures, structure and protocols; (f) product and service specifications; and (g) manufacturing, purchasing, logistics, sales and marketing information, as well as the terms of this Agreement.  Confidential Information may be disclosed by a party in oral, written, visual, electronic or other form.  For the avoidance of doubt, nothing in this Agreement shall be construed to restrict Hotel from using or disclosing personal information or data acquired as a result of an individual’s reservation or stay at the Hotel, received as part of Hilton’s loyalty program, provided in an individual’s personal capacity as a customer of Hilton or Hotel or available to the Hotel from another source without breach of any agreement or violation of law. The party receiving any such Confidential Information (“Receiving Party”) will use the same care and discretion to avoid disclosure, publication or dissemination of any Confidential Information received from the party disclosing such Confidential Information (“Disclosing Party”) as the Receiving Party uses with its own similar information that it does not wish to disclose, publish or disseminate (but in no event less than a reasonable degree of care).  Except as otherwise expressly permitted under this Agreement, the Receiving Party shall not:  (a) disclose, duplicate, copy, transmit or otherwise disseminate in any manner whatsoever any Confidential Information of the Disclosing Party; (b) use the Confidential Information of the Disclosing Party  (i) for the Receiving Party’s own benefit or that of any third party, (ii) to the Disclosing Party’s detriment, or (iii) for any purpose other than performance of this Agreement; (c) commercially exploit any Confidential Information of the Disclosing Party; or (d) acquire any right in, or assert any lien against, the Confidential Information of the Disclosing Party. Confidential Information shall also include the terms of this Agreement.  Hotel agrees to maintain a well-designed internal plan of action to address the  event of a suspected Data Security Breach. If, in the course of investigating a Data Security Breach, Hotel recognizes that personal Information of JPMC’s attendees has been compromised, Hotel will use reasonable efforts to notify JPMC promptly after such recognition and the parties will cooperate in good faith in connection with  Hotel or JPMC sending any legally-required notifications of the Data Security Breach (and offering assistance e.g., credit monitoring) to the affected individuals.  “Data Security Breach” shall mean (a) the loss, misappropriation or misuse (by any means) of personal information of JPMC’s attendees; (b) the inadvertent, unauthorized and/or unlawful processing, access, disclosure, alteration, corruption, transfer, sale or rental, destruction or use of personal information of JPMC’s attendees; (c) any other act or omission that could or does compromise the security, confidentiality, and/or integrity of personal information of JPMC’s attendees.  This paragraph shall survive the termination of this Agreement.

 

With respect to JPMC Confidential Information to which Hotel may have access in a closed meeting room reserved by JPMC during the Event, the parties agree to implement the closed meeting room procedures described as follows:

 

  • In order for Hotel and JPMC to establish appropriate safeguards to maintain the privacy of a contracted meeting room, at least 24 hours in advance of such closed meeting both Hotel and JPMC (or its designee) agree to meet and discuss concerns and procedures to be implemented, taking into consideration the specific characteristics of the contracted meeting room (including, but not limited to, the location of the closed meeting room within the Hotel and the number of entrances to such room).

 

  • Except as otherwise agreed upon by the parties, Hotel agrees to alert its appropriate Hotel staff that JPMC’s assigned meeting room should remain locked and off limits to Hotel personnel during the duration of JPMC’s meeting.

 

  • Under no circumstances will Hotel or any of its personnel be responsible or liable for safeguarding or collecting any JPMC materials or property left behind in the meeting room(s), including materials that JPMC deems to be confidential or proprietary, even if such materials are identified as being “Confidential.”

 

  • JPMC and Hotel shall each for itself appoint a representative to perform a joint sweep of each closed meeting room at the conclusion of the meeting to ensure all JPMC materials left in the closed meeting room are properly collected and returned to JPMC or otherwise shredded or disposed (at JPMC’s option and sole cost).

 

  • Hotel will, upon JPMC’s request, furnish JPMC with the names of available local businesses that JPMC can contact to obtain third party services such as shredding services or security services.

 

  • Depending upon the scope of the mutually agreeable privacy safeguards for the meeting, if the Hotel anticipates any additional reasonable charges arising in connection with accommodation of JPMC’s privacy safeguard requests, the parties will mutually agree in writing prior to any such charges being assessed.

 

  • If directed in writing by JPMC, Hotel shall not display JPMC’s name on any and all reader boards, public postings or signage. Instead, reader boards, public postings or signage shall refer to JPMC as follows:

 

Business Meeting’ (or some other designation as identified by JPMC).

Indemnification

To the fullest extent permitted by law, you agree to protect, indemnify, defend and hold harmless the Hotel, Hilton Worldwide Inc. and the Hotel’s Owner, and their respective owners, managers, partners, subsidiaries, affiliates, officers, directors, employees and agents and successors and assigns (collectively, the “Hotel Indemnified Parties”), from and against any and all third party claims, losses or damages to persons or property, governmental charges or fines, penalties, and costs (including reasonable attorney’s fees) (collectively, “Claim(s)”), to the extent such Claims were proximately caused by  the negligence, gross negligence or intentional misconduct of JPMC’s employees, agents, contractors, and attendees; provided, however, that nothing in this indemnification shall require you to indemnify the Hotel Indemnified Parties for that portion of any Claim arising out of the negligence, gross negligence or intentional misconduct of the Hotel Indemnified Parties.

To the fullest extent permitted by law, Hotel agrees to protect, indemnify, defend and hold harmless you, your owners, managers, partners, subsidiaries, affiliates, officers, directors, employees and agents and successors and assigns (collectively, the “JPMC Indemnified Parties” and with Hotel Indemnified Parties, the “Indemnified Party (-ies)”), from and against any and all Claims to the extent such Claims were proximately caused by the negligence, gross negligence or intentional misconduct of Hotel; provided, however, that nothing in this indemnification shall require Hotel to indemnify any of the JPMC Indemnified Parties for that portion of any Claim arising out of the negligence, gross negligence or intentional misconduct of the JPMC Indemnified Parties.

The party found to be at fault or responsible for any Claim will be required to indemnify the other party as provided in this section.  To the fullest extent permitted by law, the parties agree that a comparative negligence standard will apply to any Claims and each party will be responsible for paying for the portion of the total Claims attributable to its fault.  In the event of a settlement of any Claim, expenses will be allocated proportionately based upon the amount paid by each party. No settlement or compromise that imposes any liability or obligation on any Indemnified Party will be made without the Indemnified Party’s prior written consent. If the indemnifying party fails to defend an Indemnified Party as provided in this section after reasonable notice of a Claim, the indemnifying party will be bound to promptly reimburse the Indemnified Party for any Claims incurred by it, in its sole discretion, to defend, settle or compromise the Claim.

This section shall not waive any statutory limitations of liability available to either party, including innkeeper’s limitation of liability laws, nor shall it waive any defenses a party may have with respect to any Claim, nor shall it waive any obligation on the indemnified Parties to mitigate Claims. This section shall survive any termination or expiration of this Agreement.

Insurance

You agree to maintain insurance reasonably commensurate with all activities arising from or connected to your Event, including Commercial General Liability (“CGL”) and, if necessary, commercial umbrella insurance.   Your insurance must cover liability assumed under an insured contract, including the tort liability of another assumed in a business contract, with limits not less than Two Million US dollars ($2,000,000 USD) per occurrence. You agree that your insurance will apply as primary to any similar insurance carried by us. You agree not to endorse or change your insurance to make it excess over other available insurance. Alternatively, if any is excess or pro rata, you will endorse to be primary for an additional insured as Hilton’s interests pertain under this Agreement for acts or omissions of JPMC or those acting on their behalf. Neither your failure to provide, nor our failure to obtain, proof of compliance shall act as a waiver of any of this Agreement’s requirements.

 

Hotel agrees to maintain insurance reasonably commensurate with hoteliers similar in size and place, including the following insurance coverages with insurers rated A- VIII or better by A.M.Best :

  1. Commercial General Liability (“CGL”) on an occurrence basis and, if necessary, commercial umbrella insurance. Hotel’s insurance will cover liability assumed under an insured contract, including the tort liability of another assumed in a business contract, as well as liquor liability, with limits not less than Two Million US dollars ($2,000,000 USD) per occurrence extended to cover:
    • Contractual Liability assumed by Hotel under this Agreement, including the Indemnity section, with defense provided in addition to policy limits for indemnities of the named insured;
    • if any of the Deliverables are subcontracted, Independent Contractors Liability providing coverage in connection with such portion of the Deliverables which may be subcontracted;
    • Broad Form Property Damage Liability,
    • Products & Completed Operations; and
    • severability of interest provision.
  2. Workers’ Compensation and Employer’s Liability Insurance in accordance with the applicable laws of the state in which the Event will be held or of the state in which Hotel is obligated to pay compensation to employees engaged in the performance or provision of the obligations under this Agreement. The policy limit under the Employer’s Liability Insurance section shall not be less than One Million Dollars ($1,000,000) for any one accident.

Upon written request, Hotel may make proof of coverage available to you.

If the Hotel participates in Hilton’s general liability insurance program, then proof of such insurance coverage is satisfied by Hilton’s Memorandum of Insurance available at: http://www.marsh.com/moi?client=0291. The Hotel can confirm whether the Hotel participates.

Dispute Resolution

This Agreement will be governed by and construed in accordance with the applicable laws of the State of New York, without giving effect to the principles of that State relating to conflicts of laws.  Hotel and JPMC will use their commercially reasonable efforts to informally and timely resolve any dispute concerning any matter related to this Agreement by presenting the dispute to senior representatives of the Hotel and JPMC for their discussion and possible resolution in the order set forth herein; provided, however, a dispute relating to infringement of intellectual property rights shall not be subject to this provision. If within a period of thirty (30) calendar days after submission of a disputed matter in accordance with this clause, the respective senior representatives are unable to agree upon a resolution of such dispute, then either party may give notice to the other party of its intention to pursue litigation.  All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence.

Unless the parties mutually agree otherwise to a different venue, each party irrevocably agrees that any formal legal action, suit or proceeding brought by it in any way arising out of this Agreement must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of, the state or federal courts in the State of New York, and each party irrevocably submits to the sole and exclusive personal jurisdiction of the courts in New York, generally and unconditionally, with respect to any action, suit or proceeding brought by it or against it by the other party.  BOTH PARTIES AGREE TO WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN THE RESOLUTION OF THE DISPUTE OR CLAIM, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, BETWEEN ANY OF THE PARTIES OR ANY OF THEIR RESPECTIVE AFFILIATES ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THIS AGREEMENT TO THE FULLEST EXTENT PERMITTED BY LAW.

Disputes Involving Credit Card Payments

As a condition of Hotel agreeing to accept your credit card as an approved form of payment for all master account charges, you specifically agree to waive any rights you may have under applicable state and federal truth in lending laws or otherwise (including, but not limited to, under your credit card issuer’s procedures for resolving such disputes) to receive a temporary credit from your credit card issuer for disputed charges arising from your credit card transactions with Hotel (commonly referred to as a “chargeback”).  You agree that any disputes that you may raise with respect to any master account charges must be addressed directly by you and Hotel, and the parties agree to work in good faith to resolve any such disputed invoices in a timely manner. Any dispute that cannot be timely resolved to the mutual satisfaction of the parties shall be submitted to arbitration in accordance with the Dispute Resolution provisions as contained in this Agreement.

Attorney’s Fees/Costs

The parties agree that in the event that any dispute arises in any way relating to or arising out of this Agreement, or in the event that the Hotel must institute legal action to collect any amounts due, the prevailing party in any court proceeding will be entitled to recover an award of its attorney’s and expert witness fees, costs and pre and post judgment interest at the highest available legal rate.

Auxiliary Aids

The Hotel represents and warrants that Hotel shall be responsible for complying with the public accommodations requirements of the Americans with Disabilities Act (“ADA”) including: (1) the “readily achievable” removal of physical barriers to access to the meeting rooms (e.g. speakers’ platform and public address systems), sleeping rooms, and common areas (e.g. restaurants, rest rooms and public telephones); (ii) the provision of auxiliary aids and services where necessary to ensure that no disabled individual is treated differently than other individuals by Hotel. (e.g., Braille room service menus or someone to read); and (iii) the modification of Hotel’s policies, practices and procedures applicable to all guests or groups as necessary to provide goods and services to disabled individuals (e.g., emergency procedures and policy of holding open accessible rooms for hearing and mobility impaired.)

JPMC shall be responsible for complying with the following public accommodations requirements of the ADA:  (i)  the “readily achievable” removal of physical barriers within the meeting rooms utilized by JPMC which JPMC would otherwise create (e.g., set-up of exhibits in an accessible manner) and not controlled or mandated by Hotel;  (ii)  except as required by applicable laws, the procurement and payment of auxiliary aids and services where necessary to ensure effective communication of the JPMC program to disabled participants (e.g., Braille or enlarged print handouts, interpreter or simultaneous videotext display); and  (iii)  the modification of JPMC policies, practices and procedures applicable to participants as required to enable disabled individuals to participate equally in the program.  We will, upon JPMC request, furnish JPMC with the names of businesses JPMC can contact to obtain these auxiliary aids.

Compliance with Laws

JPMC represents, warrants and agrees that JPMC is currently, and at the time of the Event that is the subject of this Agreement will be, in compliance with all provisions of the Patriot Act and regulations or requests of the U.S. Department of Homeland Security and the Office of Foreign Assets Control in the U.S. Department of the Treasury.  Hotel may cancel this Agreement without any liability if in the Hotel’s sole, reasonable determination, Hotel believes that it is necessary to do so in order to comply with its obligations under such applicable laws, rules or regulations. Hotel represents and warrants that Hotel will perform all of its obligations to JPMC in compliance at all times with all foreign, federal, state and local statutes, orders and regulations, including those of any governmental agency that are applicable to Hotel in performing its obligations to JPMC.

Disclosure Requirements

Prior to the execution of this Agreement, and subject to any binding confidentiality obligations owed by Hotel to other third parties, the Hotel will advise JPMC in writing of any of the following: (i) any planned construction, refurbishing, repairs or other work which will be taking place at the Hotel (“Work”); (ii) any meeting or conference of any competitor of JPMC including events sponsored by or otherwise involving the participation of any entity or individual offering financial, consulting, legal or other services relating to lending, borrowing, homeownership, default, foreclosure, bankruptcy or similar activities, scheduled to take place at the time of the Event (“Competing Conference”); and (iii) any change in management of the Hotel or in the management company which operates the Hotel (a “Change in Control”).  After the execution of this Agreement, the Hotel shall have a continuing obligation to keep JPMC informed in writing of all Work, Competing Conferences and Changes in Control. Hotel acknowledges and agrees that it will not knowingly book or reserve space for a Competing Conference during the Event.

Change in Management

If the Hotel is no longer branded as one of the Hilton portfolio of brands (including the following brands, Hilton, Hilton Inns & Resorts, Conrad Hotels & Resorts, DoubleTree by Hilton, Embassy Suites Hotels, Hampton Inn, Hampton Inn & Suites, Hilton Garden Inn, Home2 Suites by Hilton, Homewood Suites by Hilton, Tru by Hilton, Canopy by Hilton, Curio Collection by Hilton, Tapestry Collection by Hilton, LXR Hotels & Resorts, Signia Hilton, Motto by Hilton, or Waldorf Astoria Hotels & Resorts, as well as other brands that may be added by Hilton from time to time), then JPMC shall have the right to terminate this Agreement without liability with written notice to Hotel provided that such notice is given within thirty (30) days of JPMC’s receipt of notice of such change in brand. In the event, the change in brand is to another Hilton brand in the same tier or higher tier JPMC shall not have the right to cancel the Event.

Promotional Considerations

Hotel has the right to review and approve any advertisements or promotional materials in connection with JPMC’s Event that specifically reference the name of the Hotel or a name or logo owned by a subsidiary of Hilton, including, but not limited to: Hilton, Hilton Hotels & Resorts, Home2 Suites by Hilton, Hilton Grand Vacations, Hampton Inn, Hampton Inn & Suites, DoubleTree by Hilton, Conrad Hotels & Resorts, Homewood Suites by Hilton, Embassy Suites Hotels, Tru by Hilton, Canopy by Hilton, Curio Collection by Hilton, Tapestry Collection by Hilton, LXR Hotels & Resorts, Signia Hilton, Motto by Hilton, and Waldorf Astoria Hotels & Resorts. You agree that we may share your meeting and meeting planner information with our third party providers who offer support services to groups holding events at our Hotel, including audio/visual services, decorators, florists, and others.

Representations and Warranties by the Hotel.

Hotel represents, warrants and covenants that:

(a)  the Hotel will continue to operate as a full service hotel at all times during the Event; and

(b)  the Hotel currently maintains and will continue to maintain throughout the duration of the Event, on-site emergency back-up generators, which are in good working order and are fully equipped to provide electrical power in amounts sufficient to maintain necessary day-to-day operations of the Hotel and insure the safety and well-being of its guests.

Successors and Assigns

The commitments made by JPMC will be binding on its successors and assigns.  In the event that JPMC assigns, sells, conveys, pledges or otherwise disposes of all or substantially all of its assets (collectively referred to as “assignment”), by operation of law or otherwise, this agreement and the obligations herein must also be assigned to and assumed by the successor organization, subject to approval by Hotel.  In the event such an assignment is contemplated, JPMC agrees to notify Hotel at least thirty days in advance of the planned close of the assignment transaction of the entities involved.  Hotel will thereafter have 20 days in which to notify JPMC if assignment is approved.  JPMC may not otherwise assign this Agreement or any rights hereunder.  In no event may JPMC transfer or resell its rights under this Agreement to any third party room reseller for any purposes, including but not limited to reselling cancelled or unused portions of the Room Block.  JPMC and Hotel are the only parties to this Agreement.  There are no third party beneficiaries. Hotel may not assign any rights under this Agreement without the prior written consent of JPMC; provided, however, that no such prior notice or approval shall be required unless the Hotel is sold or transferred to an unrelated third party.  Any assignment or attempted assignment contrary to this Section will be a material breach of this Agreement and null and void.

Publicity

Hotel will not:  (a) use the name, trademark, logo or other identifying marks or proprietary indicia of JPMorgan Chase & Co., or any of its affiliates, in any sales, marketing, promotional or publicity activities or materials; or (b) issue any press release, interviews or other public statement regarding this Agreement or the parties’ relationship, without the prior written consent of both the JPMC Global Media Relations Department.

Severability

Any provision in this Agreement that is held to be illegal or unenforceable in any jurisdiction shall be ineffective to the extent of such illegality or unenforceability without invalidating the remaining provisions and any such illegal or unenforceable provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law.  Our failure to enforce any term or condition of this Agreement does not waive our right to enforce that or any other term or condition at any time.