This Hotel Partner Agreement ("Agreement") is executed on the dates indicated by the signatures below, effective as set forth herein, between Airline Operations Group Company Limited ("AOG"), a corporation with its principal office at 16th Floor, Lake Rajada Office Complex, 193/66 Ratchadapisek Road, Klongtoey, Bangkok 10110, Thailand, and the hotel specified in Section C of this form ("Hotel").
WITNESSETH:
WHEREAS:
I. AOG represents certain airlines in procuring hotel and transportation services for crew and disrupted passengers;
II. AOG wishes to utilize Hotel's accommodations for these airlines; and
III. Hotel is willing to enter into an agreement with AOG to secure this business.
NOW, THEREFORE, in consideration of the mutual promises and covenants herein, the parties agree as follows:
1. Airline Business. This Agreement covers the signing of new crew accommodation contracts and distressed passenger business procured by AOG, generating additional revenue for the Hotel. AOG is considered the "procuring cause" of any agreement between the Hotel and an airline when AOG communicates information about Hotel to the airline, and an agreement is subsequently made. This includes initial agreements, renewals, extensions, and new agreements following the initial contract.
2. Rates.
Global Layovers - Each crew accommodation contract is negotiated individually. If successful, a separate Crew Accommodation Agreement will be signed between Hotel, Airline, and AOG. Hotel agrees not to contact the Airline directly to offer rates differing from those provided through AOG.
AOGtion - Hotel must update its vacant room inventory through AOGtion at least once every 24 hours or in real-time. Hotel acknowledges it may need to reduce its daily rate to remain competitive, ensuring the rate does not exceed the ceiling rate stated in the AOGtion Agreement. Hotel agrees not to contact any airline directly or indirectly to offer rates differing from those tendered through AOG.
3. Payment of Commissions. Hotel agrees to pay AOG a commission of 10% of the daily contracted rate for accommodations provided to airline crew and disrupted passengers when AOG is the procuring cause. This commission is payable throughout the duration of this Agreement and any subsequent agreements for which AOG was the procuring cause. Hotel will provide AOG with a detailed monthly accounting statement of room usage and all bookings. Commissions are payable to "Airline Operations Group Company Limited" or an entity designated by AOG.
4. Confidentiality. Hotel and AOG, including their officers, directors, agents, and employees, agree not to disclose the existence or terms of this Agreement to any third parties, including other hotels, airline station employees, union representatives, and crew members.
5. Choice of Law/Arbitration. This Agreement is governed by the laws of Thailand. The Hotel agrees to the exclusive jurisdiction of the courts of Thailand. The parties will first attempt to settle disputes amicably through good faith discussions and negotiations.
6. Amendment. This Agreement may only be amended in writing, duly authorized, and executed by both parties.
7. Non-Compete Provision. If any airline agreement procured by AOG for the Hotel expires or is terminated, Hotel agrees not to engage in business dealings with that airline, except through AOG, for 24 months following the termination or expiration, whether voluntary or involuntary.
8. Late Payment of Commissions. Commissions are payable within 30 days of receipt of payment from airlines. For payments beyond 30 days, Hotel agrees to pay a late fee of 18% per annum, pro-rated at 0.05% per day.
9. Term. This Agreement commences on the date of execution and continues indefinitely unless terminated by either party. It will automatically extend as long as any agreements between Hotel and the Airline, for which AOG was the procuring cause, are renewed, renegotiated, assigned, or extended.
10. ELECTRONIC SIGNATURES. Electronically transmitted executed copies of this Agreement shall be fully binding and effective for all purposes whether or not originally executed documents are transmitted to the other party. Each party agrees that this Agreement to be delivered in connection herewith may be electronically signed, and that any electronic signatures appearing on this Agreement or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.
IN WITNESS WHEREOF, the Hotel has executed this Agreement on the dates shown below and acknowledges having read, understood, and agreed to the terms and conditions herein.**