LETTER OF AGREEMENT - IEEE
INSTRUCTIONSTEXT IN RED is either (i) terms of sale to be negotiated with each hotel or (ii) must be replaced with appropriate names, dates or other information before signing this Agreement.TEXT IN GREEN is provided merely to assist in understanding and should be removed before signing this Agreement.TEXT IN BLUE provides alternative clauses. If alternative clause is not utilized, remove before signing this Agreement.Do not delete any SECTION Numbers or PLETE All INFORMATION AND REMOVE ALL BRACKETS PRIOR TO SIGNINGHOTEL AGREEMENT THIS AGREEMENT is made and entered into as of [Month Day, Year] (the “Effective Date”) by and between The Institute of Electrical and Electronics Engineers, Incorporated (“IEEE”), a New York not-for-profit corporation, on behalf of the [IEEE Organizational Unit/Financial Sponsor] (the “Group”) and [Hotel’s Legal Name] d/b/a [Commonly Known Hotel Name] (the “Hotel”) located at [Hotel/Property Address] in connection with [IEEE Conference/Event Title & Acronym] (the “Event”) beginning [Month Day, Year] and running until [Month Day, Year] (the “Event Dates”). GROUP CONTACT (the “Group Contact”):TITLE:ORGANIZATION:ADDRESS:CITY, STATE, ZIP:COUNTRY:PHONE:E-MAIL:In the event the above Group Contact is unreachable, please contact:IEEE Meetings, Conferences & Events (MCE)445 Hoes Lane, Piscataway, NJ 08854conference-contracts@HOTEL CONTACT (the “Hotel Contact”):TITLE:ORGANIZATION:ADDRESS:CITY, STATE, ZIP:COUNTRY:PHONE:E-MAIL:Guest Room Accommodations and RatesReservation: The parties agree that (i) the Hotel will hold the following block of rooms (the “Room Block”) at the Hotel for the Event; and (ii) the Hotel will give the Group the following special run of house rate (the “Group Rate”): ??Day of WeekDay of WeekDay of WeekDay of WeekDay of Week?Room TypeRateM/D/YM/D/YM/D/YM/D/YM/D/YTOTALROH$Staff$Government$Suites$????????Total Fees?XXTotal Room NightsXXFor the avoidance of doubt, the Group does not guarantee or represent that all of the rooms held in the Room Block will be reserved or occupied by Event participants. The Hotel shall, on a regular basis, notify the Group Contact of the number of rooms reserved in the Room Block and the number of rooms still available. Any government rates offered by the Hotel shall not exceed the Group Rate at the time of the Event. If the government rates exceed the Group Rate, then the Hotel shall lower the government rates to match the Group Rate. Additional Fees & Taxes: The Group Rate covers all Event participant sleeping room costs, but is exclusive of applicable combined XX% tax rate state tax (currently XX%), city tax (currently XX%) and occupancy tax (currently XX%). Housekeeping and other gratuities will be up to the individual guest’s discretion. The Group Rate shall apply for the entire duration of each guest's stay.Rate Protection: The Hotel represents and warrants that the Group Rate shall be the lowest rate(s) offered to the Event participant during the Event Dates, with the exception of government rates, aircrew rates and negotiated corporate discounts. If the Hotel offers lower rates (excluding the above-referenced categories), the Hotel shall adjust the Group Rate to be the same as the lower rate offered by the Hotel.Rate Extension: The Hotel shall offer the Group Rate from Month Day, Year to Month Day, Year. The guests may choose to arrive earlier or extend their stay at the Group Rate, subject to availability of rooms at the time of reservation. If any guest chooses to extend their stay before or after the Event Dates, the Hotel shall include these additional room nights in the Room Block.Increases and Decreases: The Group may increase the Room Block by up to XX%, on a space available basis, at the Group Rate. The Hotel will not reduce the Room Block without the Group’s consent. All increases and decreases must be approved in writing and signed by the Hotel and IEEE. If the Group Contact is unresponsive or does not respond in a timely fashion, the Hotel will contact conference-contacts@.Rooms Included in the Room Block: The Hotel shall count in the Room Block all the rooms used by guests attending or working at the Event on a cumulative basis. These may include, but are not limited to: all cancellations billed (“no shows”) by the Hotel; all persons who, for whatever reason, do not receive the Group Rate (e.g. late reservations, corporate rates, government rates, etc.); and all persons transferred to a different hotel (“walked”). Room Block Review: The Hotel agrees to contact the Group Contact in writing to review the Room Block commitment (“Room Block Review”) prior to:Month Day, Year30 days after Name of the Event and Year Month Day, Year30 days after Name of the Event and YearMonth Day, Year9 months prior to EventMonth Day, Year Month Day, Year6 months prior to Event3 months prior to Event If the Group Contact is unresponsive or does not respond in a timely fashion, the Hotel is to contact conference-contacts@ before making any changes to the Room Block and Group Rate. Upon each Room Block Review, the Group has the right to increase or decrease the Room Block up to XX% and make corresponding changes to the Schedule of Events listed in Exhibit B hereto. Such changes to the Agreement shall be confirmed in writing and signed by the Hotel and IEEE.Suite Approval: The hotel shall not assign or approve any suite request over the Event Dates without obtaining the prior written approval of the Group Contact. CommissionCommission Restrictions: Other than as set forth herein, Hotel represents and warrants that it has no agreement with any third party to pay a commission related to the Event. Hotel further represents and warrants that it shall not subsequently enter into such an agreement without first disclosing such agreement to the Group and obtaining IEEE’s written permission to execute such an mission Rate & Terms: Hotel shall pay a commission (the “Commission”) of 10% of the Group Rate (excluding any rebates, housing company fees or other subsidy) on all rooms?actually occupied and paid for by Event participants that were reserved as part of the established Room Block. The Commission will be paid to IEEE (IATA Number 31-5 7913 3 (HO)) by the Hotel after receipt by the Hotel of full payment of the Group’s master account (the “Master Account”) that has been established by the Group with the Hotel. Please send commission check to:IEEE MCEAttention: Event Operations 445 Hoes Lane, Piscataway, NJ 08854Complimentary RoomsThe Hotel shall provide the Group with one (1) complimentary room night for every forty (40) room nights occupied on a cumulative basis by the Event participants. If the Group does not use all of the complimentary room nights, the Hotel shall deduct the cost of unused rooms (quoted room night rate times the number of unused room nights) from the Group’s Master Account. The Group’s Contact shall assign complimentary rooms to individuals to be use during the Event Dates or immediately before or after the Event Dates. Additional Concessions & RewardsAdditional Concessions: The Hotel will provide the Group with the following additional concessions: ItemRetail Value per UnitUnits/Quantity Duration Concession Total Retail ValueSavings Hotel Rewards Program: [Enter the name of the IEEE Organizational Unit or another individual who is expressly designated to accept the hotel rewards points in conjunction with Event] (the “Event Planner”) is eligible to earn an Event Planner reward points for the Event. The Event Planner’s account number is [Insert account number]. The Hotel shall notify IEEE prior to making the transfer of the reward points to the Event Planner. For this Event, the Group’s authorized representative is eligible to earn one reward point for every eligible dollar spent by the Group. Eligible revenue will include all revenue generated and charged to the Master Account (such as guest room accommodations, food and beverage, meeting room rental, etc.) up to a maximum of $100,000. Full details and rules regarding the reward program are available at [website]. Upgrades: The Group can upgrade up to 5% of the Room Block to suites using Hotel reward points.Room Block AttritionAttrition Fee: If the Group’s actual room usage falls below 75% of the original Room Block or 75% of the adjusted Room Block, if applicable, the Group agrees to pay 75% of the average Group Rate for each room night below the 75% threshold (the “Attrition Fee”). Attrition Fees shall not be subject to tax. Hotel shall add the Attrition Fees to the Master Account.Damages: The parties agree that (a) Attrition Fee is a reasonable estimate of the Hotel’s damages in the event that the Group does not fully utilize the room nights in the Room Block; and (b) the Attrition Fee does not constitute a penalty.Unused Rooms: The Hotel shall use best efforts to resell any unused room nights in the Room Block, after the Hotel sells its outstanding inventory, and shall credit those sales against the Attrition Fee. Before charging the Attrition Fee, the Hotel shall provide to IEEE the occupancy tax report. Off-Line Rooms: The Group shall not pay Attrition Fee on any “off-line rooms” (i.e. rooms being remodeled or not used for any reason). Optional:Waiver of Attrition Fee: Hotel shall waive the Attrition Fee if the parties agree to use Hotel’s services in connection with a future event of comparable size (a comparable number of room nights and a comparable Food & Beverage Order (as defined below)) within the 24 months following the Event Dates. The parties must agree in writing on the terms of any new event and sign a new agreement for the event. Any new event would be subject to Hotel’s availability. Nothing in this Agreement requires the parties to agree to any such waiver or new event.If there is no attrition in this Agreement, please include the following clause:No Attrition: It is understood and agreed by the parties that the Hotel will not assert any Attrition Fees against the Group or withdraw any of the complimentary concessions outlined in this Agreement should the Group hold the Event, but fail to fully utilize the Room Block. Reservation ProceduresOnline Reservations: The Hotel shall offer individuals the opportunity to make online reservations through the Hotel’s web site: [Insert Web Address] [Alternative: such web address will be provided by the Hotel after the execution of this Agreement.] When making online reservations, Event participants will reference: [Insert Code] [Alternative: a code to be provided by the Hotel after the execution of this Agreement]. Reservations may also be made by telephone +1 XXX XXX XXXX. Cut-Off Dates: The reservation cut-off date (the “Cut-Off Date”) shall be Month Day, Year at 5:00 p.m. [choose one [Eastern, Central, Mountain, or Pacific]] time. The Hotel will accept reservations received after Cut-Off Date based on availability. All accepted reservations will be at the Group Rate and counted in the Room Block pick-up. The Hotel will accept modifications to existing reservations after the Cut-Off Date based on availability. All modified reservations will be treated the same as reservations made before the Cut-Off Date and counted in the Room Block pick-up. The Hotel will accept room cancellations prior to the Cut-Off Date and update the Room Block pick-up report accordingly.Reservation Guarantee: The Hotel may require a deposit in advance from individual guests to guarantee a particular reservation. The Hotel shall accept payment in the form of personal check, money order or valid credit card. At the Group’s discretion, specific reservations may also be guaranteed by the Master Account. Rooms may not be released from the Room Block without written authorization from the Group. Guaranteed reservations shall be held by the Hotel until at least 6:00 a.m. the following morning, at which time the reservation and deposit may be forfeited by the guest at the Hotel’s discretion. The Group does not guarantee payment for no shows except for those reservations guaranteed by the Master Account. Should a guest cancel a reservation, the Hotel shall refund the guest’s deposits if notice is received prior to 6:00 p.m. on the arrival date. Medical and personal emergencies, which cause an individual cancellation or an early departure will not be penalized if reasonable notice is given to the Hotel. The Hotel shall allow name changes without any penalty. The Hotel shall promptly send a confirmation of room reservation to each guest that includes name, dates, confirmation number, room rate, and room type. If rooms are released from the Room Block without Group’s written authorization and Event participants can no longer make reservations at the Hotel, the Hotel will relocate the affected Event participants as provided in this Section 6. If using a housing authority, add the following:Housing Authority: All housing reservations and supporting information will be coordinated through the official housing authority company (the “Housing Authority”) chosen by the Group. The Hotel shall not accept reservations, changes or cancellations for sleeping rooms directly from the Event participants. Hotel shall direct to the Housing Authority all inquiries it receives from Event participants regarding sleeping room and suite reservations, changes and cancellations. In the event that the Hotel takes a direct reservation for the Event, these rooms will be credited to the Group’s Room Block. Room Pick-Up Report: The Hotel will provide to the Group Contact and conference-contracts@ each week, starting eight (8) weeks prior to the first Event Date, a room pick-up report showing the number of rooms reserved by the Event participants on each Event Date.Additional Charges: The Hotel shall not charge the Group or the Event participants any additional charges not specified in this Agreement. The Hotel shall not charge any amounts except those that have been approved by the Event participant or the Group’s authorized signatory set forth in this Agreement. Relocation: Hotel shall use commercially reasonable efforts not to relocate any Event participant holding a guaranteed reservation. If the Hotel does not or cannot honor all of the Group’s or the Event participants’ reservations accepted and/or confirmed by the Hotel, the Hotel shall be considered overbooked and, at the Hotel’s sole expense, the Hotel shall (with a Group representative’s approval) provide:Alternative accommodations of equal value for affected Event participants at an equal or better nearby hotel at no charge to the Event participants. The Hotel shall provide such alternative accommodations for the same length of stay as the original reservation.One (1) complimentary round-trip ground transportation between the Hotel and the alternate hotel for each day the Event participant is displaced.Two (2) phone calls world-wide and necessary arrangements for forwarding the displaced Event participant’s telephone messages and mail.An offer to relocate the displaced Event participant back to the Hotel as soon as any rooms become available. If room becomes available at the Hotel, but the Event participant elects not to return to the Hotel, the Hotel shall have no further obligations under this Section.Upon return to the Hotel, upgraded accommodations (if available), a welcome expression from the General Manager and a credit up to $50 per person to the Group. Credit to the Group for any Event participant displaced toward its Room Block pick-up and for calculation of the Group’s complimentary room credit.In the event an Event participant who has reserved a room within the Room Block checks out prior to the reserved checkout date, the Hotel shall not charge an early departure fee. Event participants shall be instructed to make every effort to inform the Hotel in advance of any changes to their planned length of stay.The Hotel’s check-in and check-out time are XX:00 [a.m./p.m.] and XX:00 [a.m./p.m.] respectively. Guests are permitted to check in early or check out later subject to room availability.Hotel will allow XX number of the Event participants to check-in early/check-out late subject to availability at no additional charge. Food and BeverageFood & Beverage Minimum: The Group agrees to obtain a minimum of $XX in food and beverage services (the “Food & Beverage Minimum”) from the Hotel for the Event. The Food & Beverage Minimum is inclusive of all service charges and taxes. The Hotel shall credit to the Food & Beverage Minimum all functions held by the Group (including functions hosted by third parties affiliated with the Group) during the Event Dates. The Hotel shall have enough food and beverages available to serve at least 5% more guests than expected based on the Food & Beverage Minimum on each day of the Event. The current sales tax is XX% and the service charge is XX%, which [are / are not] taxable by law.Damages: Should the Group’s total payment not meet the Food & Beverage Minimum, the Group shall be liable for the difference between the Food & Beverage Minimum and the actualized food and beverage revenue. The parties agree to the following damages in the event the Group fails to meet the Food & Beverage Minimum: Food & Beverage Minimum minus actualized food and beverage revenue multiplied by 40%. This amount will be placed by the Hotel on the Master Account. The parties agree that (a) the damages calculation is a reasonable estimate of the Hotel’s damage in the event the Food & Beverage Minimum is not met by the Group; and (b) the damages do not constitute a penalty. Food & Beverage Minimum Review: The Hotel agrees to contact the Group Contact to review the Food & Beverage Minimum on or before:Month Day, Year30 days after Name of the Event and Year Month Day, Year30 days after Name of the Event and YearMonth Day, Year9 months prior to EventMonth Day, Year Month Day, Yearmonths prior to Event3 months prior to EventBased on such review, if the parties mutually agree to any adjustment to the Food & Beverage Minimum or to any corresponding changes to the Group’s meeting and function space block, such changes shall be confirmed in writing and signed by both parties. If Hotel fails to contact the Group to review the Food & Beverage Minimum as stated herein, the Food & Beverage Minimum will be waived by the Hotel. Price Increases: The Hotel guarantees the food and beverage prices (the “Food & Beverage Prices”) listed in the Food and Beverage Price List attached hereto as Exhibit A. The Food & Beverage Prices shall apply to all food and beverage charges incurred by the Group regardless of any prices listed in the Hotel’s menus or other similar documents.Service of Alcoholic Beverages: If alcoholic beverages are to be sold or served on the Hotel’s premises (or elsewhere under the Hotel’s alcoholic beverage license), other than in the hospitality suites, (which shall be the responsibility of the party reserving the suites) such beverages shall be dispensed only by the Hotel’s designated personnel. The Hotel’s alcoholic beverage license requires that the Hotel shall: (i) request proper identification (photo ID) of any person of questionable age and refuse alcoholic beverage service if the person is either under age or proper identification cannot be produced, and (ii) refuse alcoholic beverage service to any person who, in the Hotel’s judgment, appears intoxicated; and (iii) instruct its personnel to avoid encouraging patrons to consume alcoholic beverages (commonly referred to as “over pouring”).The Hotel represents and warrants that all Hotel personnel who dispense or serve alcohol have undergone training to prevent any incidents that could result in claims of liquor liability. The Hotel shall adhere to all federal and state laws regulating the sale and servicing of alcoholic beverage.Notwithstanding any other provision of this Agreement, the Hotel shall defend, indemnify and hold harmless IEEE, their directors, officers, employees and agents, and each of them individually, from and against any and all losses, damages, claims, expenses and liabilities of any kind, including costs of defense thereof, caused by or arising from the Hotel’s sale or servicing of alcoholic beverages. The terms of this provision shall survive the termination or expiration of this Agreement.Function SpaceFunction Space: Based on Group’s requirements, the Hotel has reserved function space as shown on the Schedule of Events attached hereto as Exhibit B. The function space will be complimentary to the Group. Hotel agrees that any additional function spaces offered to the Group after the date of this Agreement will be given to the Group free of charge. The number of people listed in the Schedule of Event is for room capacity planning purposes only and does not represent a guarantee of the amount of food and beverage that will be ordered by the Group. Changes to the Function Space: The Hotel shall not reassign contracted function space unless approved in writing by the Group. In the event that the Hotel reassigns function space without the Group’s written consent, and the Group, in its reasonable judgment determines that the reassigned function space materially impacts the Event, the Hotel shall make every effort to provide equal alternative function space available within the Hotel. If both parties agree that equal alternative space is not available, the Group may cancel this Agreement without penalty. In such event, the Hotel shall pay to the Group reasonable costs incurred by the Group in relocating the Event to another hotel of equal quality in the same city. The Hotel shall pay the difference between the Group’s original expenses and the new room rates, new food and beverage rates, transportation cost, meeting room rental costs, and reproduction of marketing materials. In the event that the Group decides to hold its Event at the Hotel despite the changes, the Hotel shall (i) waive all fees stated in this Agreement, including Attrition Fees, function space fees and Food & Beverage Minimum, or (ii) pay to the Group 10% of the Hotel’s Total Anticipated Profit as stated in Section 10.1 hereto, whichever is greater. Exclusive Use: No other party shall be allowed to use the Group’s defined function space as set forth in the Schedule of Events during the Event.Set-Up: The Hotel shall not charge the Group for the set-up of function space as directed by the Group. The Hotel shall provide, at no charge, certain equipment standard for the types of meetings and events identified in this Agreement, including, but not limited to, the following: standing lecterns, easels, registration tables and chairs, water and glasses, pads and pencils, bulletin or message boards, and the house sound system.Storage: The Hotel shall not charge for storing the Group’s meeting materials and publications for up to five (5) business days prior to the first day of the Event Dates and up to two (2) business days after the conclusion of the Event. The Hotel’s staff shall assist in moving these materials to the registration area at no charge.Vendors: The Group reserves the right to utilize IEEE’s preferred providers for services or rentals including, but not limited to, audio-visual, exhibit decorating and security, with no surcharge from the Hotel or from its in-house suppliers. Billing ArrangementsBilling Instructions: The Hotel shall establish a Master Account for the Group for those charges specifically authorized by the Group. Hotel shall bill each guest directly for all room taxes and incidental charges, with the exception of charges specifically approved by the Group to be billed to the Master Account. Direct billing of the Master Account is subject to prior credit approval of the Group. If prior credit approval is not obtained, the Hotel will require advance payment to be made by the Group. All approved food and beverage charges are to be billed to the Master Account. At least three (3) weeks prior to the Event, the Hotel will receive the Master Account billing instructions from the Group, which shall include the following: (i) the names of those individuals authorized to sign for charges to the Master Account; (ii) the names of the individuals whose room charges are to be billed to the Master Account and what charges may be billed; and (iii) the names of those individuals utilizing complimentary room nights and what charges may be billed. The Group is not required to offer an advance deposit upon approval of a credit application.Report: Hotel will provide a post-Event report to the Group Contact and to IEEE at conference-contracts@ detailing the room pickup, cancellation and no-shows and the number of guaranteed meals reserved versus the number served at each meal function. Bills: Master Account charges shall be paid by the Group thirty (30) days after receipt from the Hotel of a complete and accurate final bill and the post-Event report outlined in this Section 9. The Hotel agrees that unless the bills are reviewed and signed by the authorized representatives of the Group, they will not be honored by the Group. The Hotel agrees to provide to the Group daily bill reports for each Event Date for the Group’s review and approval. The Group’s authorized representative(s) will be available each day to review and sign all accepted bills. If the Group questions any portion of the final bill, the Group Contact shall advise the Hotel’s convention services and accounting department of the specific item(s) under dispute. The payment on the portion(s) of the final bill that is/are unclear or in question will be “suspended” for 30 days. During which time the Hotel shall fully research the charge(s) and provide full documentation and proper back-up. The final bill, excluding contested charges, shall be paid within 30 days of receipt by the Group. Final bills should be mailed to IEEE MCE, Attention: Conference Payments, 445 Hoes Lane, Piscataway, NJ 08854 or emailed to conferencepayments@ and the Group Contact listed on page 1.Audit: If there is a discrepancy between the Hotels’ reported pickup figures and the figures believed to be accurate by the Group, the Group shall furnish the Hotel with a list of Event participants to be compared with the Hotel’s list of guests during the Event Dates. All rooms determined to be occupied by Event participants shall be credited to the Room Block for purposes of this Agreement. Credit toward the Room Block shall be given for all Event participants staying at the Hotel regardless of the date the reservation was booked or the rate paid. Credit toward the Room Block shall also be given for all guests relocated to another Hotel due to the Hotel overbooking the rooms and for guaranteed no-show with forfeited deposits or credit card charges.Sales Tax: The Hotel agrees that should the Group meet the requirements for an exemption from sales tax in the jurisdiction in which the Event is held, no sales tax shall be applied to the Master Account. The Group agrees to provide to the Hotel the appropriate proof of exemption at least fourteen (14) days prior to the first Event Date.CancellationCancellation by the Group: If the Group terminates this Agreement other than for Cause (as defined below) or Force Majeure (as defined below), the Group shall pay, in lieu of any other amounts due hereunder or otherwise in respect of this Agreement, but subject to reduction as provided below, liquidated damages determined as follows (the “Group’s Cancellation Damages”):Note: The Group’s Cancellation Damages cannot equal 100% of gross revenue at any point. Anticipated Profit not to exceed 80% of sleeping room revenueDate of Decision to TerminatePercent of Total Anticipated Profit ($X.00)Group’s Cancellation Damages DueMonth Day, Year to Month Day, Year%$X.00Month Day, Year to Month Day, Year%$X.00Month Day, Year to Month Day, Year%$X.00The Group’s Cancellation Damages are inclusive of all applicable state and local taxes.Cancellation by Hotel: If the Hotel terminates this Agreement other than due to a cause listed in Section REF _Ref520457683 \r \h 15.2, the Hotel shall pay all reasonable additional expenses incurred by IEEE as a result of moving the Event to another hotel, including: Increased room rates Increased meeting room rental feesIncreased food and beverage fees incurred for similar menu items Reasonable costs incurred for redoing the printed materials for the Event and notifying Event participants of the changesOther direct expenses or losses incurred by the Group with respect to moving the Event, including reasonable attorney fees.The Group will provide to the Hotel all reasonable documentation requested by the Hotel regarding the expenses prior to making any payments. Payment of all expenses submitted by IEEE shall be due 30 days after the Hotel receives the documentation from IEEE. In the event that the parties cannot agree on the amount of reimbursement, they shall submit their dispute to arbitration as provided in this Agreement. Option to Terminate: The parties agree that the right to cancel this Agreement as stated in this Section REF _Ref520457834 \r \h 10 is an exercise of a contractual option and not a default by either party. In no event shall the terminating party be liable for more than stated in this Section REF _Ref520457834 \r \h 10. The cancelling party shall make all payments due to the other party within thirty (30) days of written cancellation Notice (as defined in Section 15.6).Mitigation of Damages: In the event of cancellation, the Hotel shall make all commercially reasonable efforts to resell the Group’s cancelled guest rooms. In no event may the Group transfer or resell its rights under this Agreement to any third party room reseller for purposes of reselling cancelled or unused portions of the guaranteed Room Block. The Group understands that the Hotel sells its remaining inventory first before selling the Group’s cancelled inventory. If the Hotel does resell any or all of the cancelled guest rooms and meeting space, the Hotel will proportionally refund the cancellation payment.Alternative Meeting: Notwithstanding the above, in lieu of paying the Group’s Cancellation Damages, the Group may choose to contract with the Hotel for the same or similar sized meeting as the Event, provided such meeting is scheduled to occur on or before [Month Day, Year]. Right To Terminate for CauseThe Group shall have a right to terminate this Agreement without liability?for “Cause” under any of the conditions?listed in this Section REF _Ref520458107 \r \h 11. If the Group terminates for Cause, the Hotel shall be liable to the Group for all damages specified in Section REF _Ref520458117 \r \h 10.2.Construction or Renovation: The Hotel shall not undertake any major construction or renovation during the Event. The Hotel shall only make repairs of an emergency nature and those that are considered regular maintenance. If the repairs in any way disturb meeting sessions, traffic flow or guest accommodations, the repairs shall be halted during the Event Dates. If for any reason renovation and/or construction is unavoidable and the Group in its reasonable judgment determines that this activity will disrupt or materially impact Group’s meeting space or guest rooms, the Hotel shall make every effort to provide equal alternative space within the Hotel. If both parties agree that equal alternative space is not available within the Hotel, the Group may terminate this Agreement. Safety System: The Hotel will notify the Group if the Hotel’s safety system shall not be available during the Event Dates. If the Group reasonably believes that this will materially affect the safety of the Event participants, the Group may terminate this Agreement. Strike or Other Labor Dispute: The Hotel shall promptly notify the Group of any strike, work stoppages or other labor disputes (i) between the Hotel and its employees, or (ii) of employees of a third party that may affect the Event. If, in the Group’s reasonable judgment, such labor dispute may materially disrupt or interfere with the use of the Hotel or quality of service provide by the Hotel, the Group may terminate this Agreement. Deterioration in Quality: The Hotel shall maintain all facilities in the same condition during the Event Dates as of the Effective Date (the “Hotel Quality”). The Hotel shall also maintain all “star”, “diamond” or other rating held, as applicable, as of the Effective Date through the completion of the Event. Should the Group, in its reasonable judgment, believe that the Hotel Quality has or will have materially decreased from the Effective Date to the first Event Date, the Group shall have the right to terminate this Agreement. Change in Ownership: The Hotel shall notify IEEE in writing of any change of ownership, franchise affiliation or management of the Hotel. IEEE shall have the right to terminate this Agreement if it believes that the services and appearance of the Hotel may be adversely affected.Bankruptcy and Other Petitions: The Hotel shall notify IEEE in writing if (i) it is adjudicated as bankrupt or insolvent by any court of competent jurisdiction; (ii) it is voluntarily or involuntarily placed in reorganization under any bankruptcy laws; (iii) it has made an assignment for the benefit of creditors; (iv) it has consented to the appointment of a receiver, liquidator or trustee for itself or for a major part of its assets; or (v) file any pleading, petition or other instrument in any court whatsoever seeking to take advantage of any bankruptcy or insolvency act. Add the following clause when if contracting with multiple properties (i.e. hotels and/or convention centers) and the hiring of this Hotel is dependent on the other properties being available to the Group.Contingency: The Group’s performance under this Agreement shall be contingent on the availability of the [Name of Property(s)] during the Event Dates. IEEE may terminate this Agreement, if the [Name of Property(s)] is (i) not available, (ii) not in acceptable condition; or (iii) no longer suitable for the Event.Indemnification, Limitation on liability and InsuranceIndemnification: Each party agrees to indemnify, defend and hold harmless the other party, its parents, subsidiaries, affiliates and its and their officers, agents and employees from and against any and all claims, damages, liabilities, losses and/or expenses (including reasonable attorneys’ fees and costs) (collectively, the “Losses”) resulting from any claim or threatened claim of third parties that arise from any: (a) alleged or actual infringement or misappropriation of any copyright, patent, trademark, trade secret or other right based upon the services or deliverables provided by indemnifying party pursuant to this Agreement; (b) gross negligence or willful misconduct of indemnifying party; (c) indemnifying party’s failure to perform fully its obligations herein in a timely manner; or (d) breach of any of indemnifying party’s representations and warranties herein. This provision shall also apply to any and all subcontractors employed by either party. The terms of this provision shall survive the termination or expiration of this Agreement.Limitation on Liability: Except as provided in Section REF _Ref520457834 \r \h 10 and REF _Ref520458107 \r \h 11, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST BUSINESS, LOSS OF DATA OR COST OF SUBSTITUTE SERVICES) ARISING OUT OF OR IN CONNECTION WITH ANY AGREEMENT BETWEEN THE PARTIES, OR THE SERVICES PERFORMED THEREUNDER UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE), EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Insurance Requirements: Each Party shall maintain during the term of this Agreement the following insurance coverage, which shall be issued by an insurance company with a current A.M. Best rating of A-: VII or better: Commercial General Liability: Insurance with a limit of not less than $1,000,000 per occurrence and $2,000,000 aggregate for bodily injury, property damage, including coverage for personal injury, products and completed operations, and blanket contractual coverage, including, but not limited to, the liability assumed under the indemnification provision of this Agreement; andWorkers Compensation: Insurance as required by any applicable law including, but not limited to, employer’s liability insurance of not less than $100,000 for each accident, $100,000 disease for each employee, and $500,000 disease policy limit or other international social insurance, as applicable. The Hotel shall also maintain during the term of this Agreement the following insurance coverage, which shall be issued by an insurance company with a current A.M. Best rating of A-: VII or better: Liquor Liability: Insurance with a limit of not less than $1,000,000 per occurrence and in the aggregate for bodily injury or property damage arising out of selling, serving, or furnishing alcohol.The Hotel shall furnish to IEEE a certificate of insurance evidencing the insurance coverage(s) and limits stated this Section. The insurance policies, except for Workers Compensation, shall be endorsed to name IEEE, its agents, officers, employees, and volunteers as additional insured. All policies shall be endorsed to be primary to any other insurance maintained by IEEE with respect to the Hotel’s operations and contain a waiver of subrogation in favor of IEEE. In the event any insurance policies required by this Agreement are written on claims made basis, coverage shall extend for two years past completion and acceptance of the services listed in this Agreement and must be evidenced by annual certificates of insurance. The Hotel shall provide IEEE with (i) a 30 day advance written Notice (as defined in Section 15.6) if any of the required insurance coverage(s) have been cancelled, terminated, non-renewed or materially changed and do not meet the requirements set forth above, and (ii) a 10 day written Notice (as defined in Section 15.6) for cancellation due to non-payment of premium. Failure to furnish certificates of insurance in compliance with this Agreement prior to commencement of work may result in suspension or termination of this Agreement.Obligations of the HotelQuiet Enjoyment: Hotel shall ensure that loud noises from adjoining or adjacent rooms will not disturb the Event. Unless identified specifically in the Hotel plans attached hereto as Exhibit C, the contracted meeting room spaces have no sight obstructions and have suitable lighting and sight lines for audiovisual presentations. The Hotel represents and warrants that there will be no overlapping meetings, conventions, special events or other attractions planned to be held in the Hotel during the Event that are reasonably likely to affect the ordinary use of the meeting rooms or other facilities to be used by the Group and the Event participants.Emergencies: If the Hotel becomes aware of a medical or other emergency in connection with or during the Event, the Hotel, shall, insofar is as permissible by law, immediately notify the Group. The Hotel shall also notify IEEE’s Event Emergency Response Team (“EERT”) at eert@. The Hotel will not make statements of any kind on behalf of IEEE. Prompt Check-In and Check-Out: The Hotel shall provide adequate staff to promptly handle check-ins and check-outs during the Event Dates, including, but not limited to, front desk, bellhops, doormen, valet parking attendants, pliance with Applicable Laws: Hotel represents that it shall comply during the Event Dates with all applicable laws, including, but not limited to, all laws and regulations concerning fire, safety and building codes, anti-corruption, anti-terrorism, data privacy or dissemination of data. If requested by the Group, the Hotel shall provide a copy of the most recent fire inspection and health department inspection reports. Safety: The Hotel shall maintain during the Event Dates all appropriate measures to ensure the safety of the Event participants and IEEE’s property. During the Event Dates, the Hotel shall have on its premises at least one (1) person trained in cardio-pulmonary resuscitation (CPR) and at least one (1) automated external defibrillator in good working order.Americans with Disabilities Act Compliance: Each party shall comply with the Americans with Disabilities Act (“ADA”) by: (i) removing all physical barriers that prevent access to the meeting rooms, sleeping rooms, and common areas; (ii) providing auxiliary aids and services to ensure that disabled individual are not treated differently as compared to other Event participants; and (iii) modifying the Hotel’s or IEEE’s policies, as applicable, to provide goods and services to disabled Event participants. The Group shall take reasonable steps to identify in advance any special needs of disabled Event participants and notify the Hotel of such needs. Whenever possible, the Group shall copy the Hotel on correspondence with the Event participants who require accommodation pursuant to the ADA. The Hotel shall notify the Group of any requests made directly by the Event participants with respect to the ADA. If the event is held outside of the U.S. please use the following clause in lieu of 13.6:Guests with Disabilities: The Hotel shall comply with all applicable laws, rules and regulations that govern its performance under this Agreement with respect to Event participants with disabilities. The Hotel shall make every effort to make the Hotel premises accessible to disabled Event participants and shall train its employees on how to provide services to guests with disabilities. The Hotel shall indemnify IEEE if any legal action, claim, suit or proceeding is filed against IEEE alleging that the Hotel’s facilities or services failed to comply with applicable laws, rules and regulations with respect to guests with disabilities.Protection of Personal Data: Where Hotel processes personal data on behalf of IEEE in connection with the performance of this Agreement, it shall: (a) process such personal data in accordance with all applicable laws, only for purposes reasonably necessary for the performance of its obligations under this Agreement and in accordance with the documented written instructions of IEEE (except where required otherwise by law); (b) treat such data as Confidential Information of IEEE; (c) where such personal data is collected in the European Economic Area (“EEA”), not transfer such personal data to any location outside the EEA except in accordance with the safeguards required under the Regulation (EU) 2016/679 (the General Data Protection Regulation) and any applicable national legislation (“EU Data Protection Laws”); (d) taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the likelihood and severity of any risk, implement appropriate technical and organizational measures to protect such personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access. Without limitation to the foregoing, such measures shall comply with prevailing industry standards but in no case consist of less than reasonable care; (e) co-operate fully with IEEE to enable it to adequately discharge its responsibility under applicable laws (including assisting with data subject access or erasure requests); (f) immediately notify IEEE of any actual or suspected data breach and provide all available information; (g) not allow any third party to process such personal data on its behalf except with IEEE’s prior written consent; and (h) delete or (at IEEE’s choice) deliver to IEEE all records of such personal data upon termination of this Agreement or (if earlier) upon the data no longer being required for the purposes referred to in subsection (a) above. References to ‘personal data’ and to ‘processing’ in this section, insofar as it concerns data collected in the EEA, shall have the meaning given to these terms under the EU Data Protection Laws. IEEE or its representative shall have the right, on reasonable Notice (as defined in Section 15.6), to review, inspect and/or audit Hotel’s security program, technical environment and business continuity arrangements and its compliance with the other requirements of this section.Hotel shall delete all of IEEE’s information within its custody or control, including, but not limited to, completed project data, email addresses and all other personal data processed on behalf of IEEE upon the earliest of (a) termination of this Agreement; (b) written request by IEEE; or (c) the personal data no longer being required for the performance of the services specified herein.Union and Labor Agreements: The Hotel shall identify in writing (i) all unions operating in the Hotel; (ii) the responsibilities of each such union; (iii) the status of the relationship between the Hotel and the union; (iv) union rates applicable to this Agreement or the Event; and (v) the expiration date for each collective bargaining agreement between the union and the Hotel. The Hotel represents and warrants that it has provided to the Group all rules and regulations required by the union or its subcontractors prior to the execution of this Agreement.Hotel Policies: The Hotel represents and warrants that it has provided to the Group all regulations and policies applicable to the Group prior to the execution of this Agreement. The Hotel further warrants that it shall not, subsequent to the execution of this Agreement, adopt any new regulations or policies applicable to the Event without the express written consent of IEEE. Non-Discrimination: IEEE is committed to the principle that all persons shall have equal access to programs, facilities, services, and employment without regard to personal characteristics not related to ability, performance, or qualifications as determined by IEEE’s policies and/or applicable laws. IEEE prohibits discrimination, harassment or bullying against any person because of age, ancestry, color disability or handicap, national origin, race, religion, gender, sexual or affectional orientation, gender identity, appearance, matriculation, political affiliation, marital status, veteran status or any other characteristic protected by law. The Hotel shall maintain an environment free of discrimination, including harassment, bullying, or retaliation and comply with this Section during the term of this Agreement. The Hotel shall ensure that all of its subcontractors comply with this Section. IEEE is an Equal Opportunity Employer and complies with Executive Order 11246 and hereby provides notice of its compliance with FAR 52-222-26, 41 C.F.R. 60-1.4 41 C.F.R. 60-250.5 and 41 C.F.R. 60 741.5, which are hereby incorporated by reference. Claims and Disputes/Arbitration Negotiation Period: In the event of any controversy or claim arising out of or relating to this Agreement, or the breach, termination or validity of it, the parties shall first attempt to resolve the matter over a period of at least 30 days before resorting to dispute resolution as described in this Section, except that equitable remedies may be sought immediately.Choice of Law: The law of the state or country in which the Hotel is located shall be the governing law, without regard to such jurisdiction’s conflict of law principles.Arbitration: If both parties mutually agree, any action, proceeding, controversy or claim between the parties arising out of or relating to this Agreement (collectively, an “Action”), may be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Each party shall be responsible for their own attorney fees. If either party does not consent to arbitration pursuant to this Section, the parties agree that any Action may be brought in any court of competent jurisdiction. If holding an event outside of the United States, replace 14.3 with the following:Governing Law and Jurisdiction: The parties agree that all disputes arising out of or in connection with this Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (the “Rules”) by one or more arbitrators appointed in accordance with the Rules. All pleadings and proceedings will be in English. Each party shall be responsible for their own attorney fees.MiscelaneousMaterial Breach: Either party may terminate this Agreement immediately upon written Notice (as defined in Section 15.6) if the other party has failed to cure a material breach of this Agreement within thirty (30) days following written Notice of such breach given by the non-breaching party. Notwithstanding the above, if either party engages in fraud, intentional misrepresentation or willful misconduct in connection with its performance of this Agreement, the other party shall have the right to terminate this Agreement immediately without Notice. Force Majeure: The performance of this Agreement is subject to acts of God, government actions, riots, epidemics, unusually severe weather, fire, floods, war, terrorism, embargoes, labor disputes or strikes or any other cause beyond the parties’ control (together, “Force Majuere”), which makes it commercially impracticable, illegal or impossible to perform as originally contracted under this Agreement or that prevent at least 30% of the Event participants from arriving at the Hotel for the first Event Date. This Agreement may be terminated without liability due to Force Majeure by written Notice (as defined in Section 15.6) from one party to the other party. In the event that IEEE holds the Event despite Force Majeure, but reduces the Event size, the Hotel shall waive all applicable fees (including any room attrition fees, function space reduction fee, food and beverage attrition fees, etc.) and shall offer to the Event participants the lower room rate offered by the Hotel during the Event Dates, if applicable. Without Liability: The phrase “without liability” whenever used in this Agreement shall mean that the Hotel will issue a full refund of all deposits and prepayments paid by the Group or Event participants.Proper Execution: This Agreement is not valid until executed by authorized individuals of both the Hotel and the Group. Survival of Certain Terms. The provisions of this Agreement that should by their nature survive termination of this Agreement shall survive such termination, including, but not limited to, Sections REF _Ref520457834 \r \h 10, REF _Ref520458476 \r \h 12, REF _Ref520458542 \r \h 1.1, REF _Ref520458465 \r \h 14, and REF _Ref520458457 \r \h 15.Notices: All official notices, consents and other legal communications (together, the “Notices”) pursuant to this Agreement shall be made in writing, by email, mail or courier, to the addressees designated below. All other notices shall be addressed to the Group Contact and Hotel Contact listed on page 1 of the Agreement. IEEE Staff MemberHotel Staff MemberSherry Russ SillsIEEE, Director Event Operations445 Hoes Lane, Piscataway, NJ 08854s.russ@IEEE Meetings, Conferences & Events (MCE)445 Hoes Lane, Piscataway, NJ 08854conference-contracts@[Enter Hotel’s contact name, physical address, email address, and phone number]The effective date of Notices between the parties will be determined as follows: (i) Notices sent via certified U.S. Mail or private mail delivery service will be effective as of the date received by the party being notified; or (ii) Notices sent via facsimile or email will be considered effective as of the date and time on the facsimile confirmation sheet or email retained by the party giving the Notice. For the avoidance of doubt, emails, including emails that bear an electronic “signature block” identifying the sender, do not constitute signed writings for purposes of this Agreement. However, scanned transmittals of original documents shall constitute signed writings.Confidentiality: Neither party shall disclose to a third party any confidential information provided pursuant to this Agreement. The receiving party shall use the same degree of care to protect this confidential information as it uses to protect the confidentiality of its own confidential information of like nature, but no less than a reasonable degree of care. “Confidential Information” as used in this Agreement means information identified by either party as “Confidential” and/or “Proprietary,” or information that, under the circumstances, should be reasonably treated as confidential and/or proprietary. All Confidential Information and any and all copies and reproductions thereof shall, upon the expiration or termination of this Agreement for any reason or within fifteen (15) days of written request by IEEE, be promptly returned to it, or in the alternative, destroyed upon IEEE’s written request. ?The Hotel shall ensure that all of its subcontractors comply with this obligation. ?In the event of such requested destruction, the Hotel shall provide to IEEE written certification of compliance therewith within fifteen (15) days of such written request.Independent Contractor: Nothing contained in this Agreement shall be construed or applied to create a partnership, joint venture, or employer/employee relationship between the Hotel and IEEE, and neither party is the agent of the other. Neither party shall have authority, express or implied, to commit or obligate the other party in any manner whatsoever, except as specifically authorized from time to time in writing by an authorized representative of the party granting such authority.Authorized Representatives: IEEE will provide a list to the Hotel of those persons authorized to act on its behalf and the capacity in which they can act. The Hotel will not accept instructions from any other persons.Authority: IEEE and the Hotel each represents and warrants to the other that: (i) it has the necessary power and authority to enter into this Agreement; (ii) its name, as listed herein, is its true and correct full legal name as specified in its articles of incorporation, bylaws, charter or any other applicable legal document (iii) the execution and performance of this Agreement has been authorized by all necessary corporate or institutional actions; (iv) entry into and performance of this Agreement will not conflict with any provisions of law or the certificate of incorporation or by-laws of the party; (v) no action by any governmental organization is necessary to make this Agreement valid and binding upon the party; and (vi) it possesses all licenses and other governmental approvals necessary to perform its obligations under this Agreement.Miscellaneous: This Agreement constitutes the entire agreement between the parties hereto and shall supersede any and all prior or contemporaneous written or oral promises or representations. No amendments to or modifications of this Agreement shall be binding upon either party unless in writing signed by both parties. The failure of either party to require strict performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter, nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of any subsequent breach or default or as a waiver of any such rights or provisions hereunder. If any part of this Agreement shall be held to be invalid or unenforceable under applicable law, a court of competent jurisdiction shall substitute a modified provision which carries out as nearly as possible the original intent of the parties, without in any way affecting the remaining parts of this Agreement. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. ?Neither Party may assign this Agreement or its rights or duties hereunder without the prior written consent of the other party, which consent shall not unreasonably be withheld. ? This Agreement may be executed in one or more counterparts, each of which when so executed and delivered shall be deemed an original, but all of which together shall constitute one and the same instrument. Section headings contained in this Agreement are inserted for convenience of reference only, shall not be deemed to be part of this Agreement for any purpose, and shall not in any way define or affect the meaning, construction or scope of any of the provisions hereof.IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.THE INSTITUTE OF ELECTRICAL AND ELECTRONICS ENGINEERS, INCORPORATEDBy: _______________________________Title: ______________________________Date: ______________________________[ENTER FULL LEGAL NAME OF THE HOTEL]By: _______________________________Title: ______________________________Date: ______________________________Exhibit A – Food and Beverage Price ListExhibit B – Schedule of EventsExhibit C – Hotel PlansExhibit AFood and Beverage Price ListExhibit BSchedule of EventsExhibit CHotel Plans ................
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