THIS HOTEL PARTNER AGREEMENT, is executed on the dates by the signatures below, is effective as hereinafter set forth, and is entered into between Airline Operations Group Company Limited, a corporation, whose principal representative place of business and post office address is 16th Floor, Lake Rajada Office Complex, 193/66 Ratchadapisek Road, Klongtoey Bangkok 10110 Thailand ("AOG”) and the Hotel name and address mentioned in section C of this form (“Hotel”).
I. AOG represents certain airlines in the procurement of hotel and transportation services relating to crew and disrupted passengers;
II. AOG is desirous of utilizing Hotel's accommodations for such airline companies; and
III. Hotel is willing to enter into an agreement with AOG for the procurement of these airlines’ business.
NOW, THEREFORE, in consideration of the mutual promises and covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Airline Business. This agreement is based on the successful signing of any new crew accommodation contract and distressed passengers’ business that is procured by AOG which generates additional revenues for Hotel and any subsequent crew accommodation contract(s) procured by AOG. It is agreed that AOG is the "procuring cause" of an agreement between Hotel and the Airline when AOG communicates information about Hotel, including, but not limited to, Hotel's bid or rates, to the Airline and an agreement is subsequently entered into between Hotel and said airline company, or, whenever AOG facilitates, in any way, the execution of an agreement between Hotel and the Airline. It is further agreed that AOG is the "procuring cause" of any agreement extension or renewal, and any new or subsequent agreements between Hotel and the Airline which is entered into after the expiration of the initial agreement between Hotel and the Airline for which AOG was the procuring cause.
Global Layovers - Each crew accommodation contract between Hotel and the Airline is negotiated on a case-by-case basis and, if successful, a separate Crew Accommodation Agreement will be signed between Hotel and the Airline. Hotel understands that AOG cannot guarantee that it will be able to secure the rates that Hotel desires. Hotel also agrees that it shall not contact the Airline directly to offer a similar rate or to offer a lower rate than it has tendered through AOG.
AOGtion - Hotel agrees to update its vacant room inventory through AOGtion at least once every 24 hours or on a real-time basis. In order to be competitive, the Hotel acknowledges that it may reduce its daily rate and that the reduced daily rate should not be higher than the yearly rate stated in the AOGtion Agreement (“ceiling rate”). Hotel understands that AOG cannot guarantee that it will be able to secure occupants for any or all of the Hotel’s vacancies at the rates that Hotel desires. Hotel agrees that it shall not contact any airline(s) either directly or indirectly to offer a rate that is either similar to or lower than the rate it has tendered through AOG.
3. Payment of Commissions. Where AOG is the procuring cause for an agreement between an airline company and Hotel for the provision of accommodations for airline crew and disrupted passengers, Hotel agrees to pay AOG a commission of ten percent (10%) of the daily contracted rate contained in the agreement between Hotel and the airline company. The payments of commission shall continue throughout the duration of this Agreement and shall be automatically extended thereafter for as long as the term of any agreements between Hotel and an airline company, for which AOG was the procuring cause, extends beyond the period of this Agreement and continues to be renewed, renegotiated, assigned and/or extended. For accounting purposes, Hotel agrees to provide AOG with a detailed accounting statement of the number of rooms utilized each month and a printout of all accounts and/or bookings. Commission shall be made payable to “Airline Operations Group Company Limited” and/or an entity designated by AOG.
4. Confidentiality. Hotel and AOG, their officers, directors, agents or employees shall not disclose the existence or terms of this Agreement to any parties, including, but not limited to, other hotels, the airlines' station employees, union representatives, and/or crew members.
5. Choice of Law/Arbitration. Irrespective of the country from which the Hotel accesses or uses AOG’s program, this Agreement shall be governed by the laws of Thailand. The Hotel agrees to submit to the exclusive jurisdiction of the courts of Thailand without regard to conflicts of laws or other jurisdictional rules. The Parties will in any event attempt to settle their disputes in an amicable manner out of court by first conducting good faith discussions and negotiations.
6. Amendment. This Agreement may not be amended orally, but only by written instrument duly authorized and executed pursuant to all requisite authorization, on the part of both parties hereto.
7. Non-Compete Provision. In the event any airline agreement that AOG has procured for Hotel is terminated prior to its expiration date, by either Hotel or Airline, Hotel agrees and covenants that for a minimum period of twenty-four (24) months following the termination of such agreement, whether such termination is voluntary or involuntary, Hotel will not directly or indirectly engage in any business dealing with that airline except through AOG. Hotel agrees that this non-compete provision will not adversely affect the livelihood of Hotel.
8. Late Payment of Commissions. Commissions are payable within thirty (30) days of receipt of payment from the airlines. For payments received by AOG that is beyond thirty (30) days, Hotel agrees to pay a late fee of 18% per annum, pro-rated at 0.05% per day.
9. Term. This Agreement shall commence on this day, and shall continue for an indefinite term unless terminated by either party. It shall be automatically extended thereafter for as long as the term of any agreements, between Hotel and the Airline extends beyond the period of this Agreement and continues to be renewed, renegotiated, assigned and/or extended.
10. FACSIMILE (FAX) SIGNATURES. Electronically transmitted executed copies of this Agreement shall be fully binding and effective for all purposes. Facsimile signatures on documents are to be treated the same as originals.
IN WITNESS WHEREOF, the Hotel hereto has executed this Agreement on the dates shown below, and acknowledges that it has read, understood, and agreed with the terms and conditions stated in this Agreement.