HILTON GARDEN INN FRANCHISE ... - Hilton Worldwide

HILTON GARDEN INN 

FRANCHISE DISCLOSURE DOCUMENT 

BRAZIL 

HILTON GARDEN INNS INTERNATIONAL FRANCHISE LLC 

a Delaware limited liability company 

7930 Jones Branch Drive 

McLean, VA 22102 

(703) 883-1000 

Version Date: June 29, 2012 

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June 2012 HGI Brazil

TABLE OF CONTENTS 

PART I THE FRANCHISOR AND ITS RELATED COMPANIES .................................................... 1 

PART II FINANCIAL STATEMENTS ................................................................................................. 2 

PART III LITIGATION ........................................................................................................................... 2 

PART IV THE LICENSE ........................................................................................................................ 2 

PART V THE IDEAL FRANCHISEE ................................................................................................... 2 

PART VI 

OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE 

FRANCHISE BUSINESS ........................................................................................................ 3 

PART VII INITIAL FEES AND ESTIMATED INITIAL INVESTMENT ............................................. 4 

PART VIII PERIODIC AND OTHER FEES ............................................................................................. 7 

PART IX FRANCHISEE INFORMATION .......................................................................................... 19 

PART X TERRITORY ......................................................................................................................... 20 

PART XI RESTRICTIONS ON SOURCES OF GOODS, SERVICES AND MATERIALS ............... 20 

PART XII FRANCHISOR’S SERVICES ............................................................................................... 25 

PART XIII STATUS OF TRADEMARKS AND PATENTS BEFORE INPI ......................................... 29 

PART XIV CERTAIN OF FRANCHISEE’S RIGHTS AND OBLIGATIONS ON 

TERMINATION OR EXPIRATION .................................................................................... 31 

PART XV FRANCHISE AGREEMENT AND OTHER AGREEMENTS ............................................ 32 

Table of Exhibits 

Exhibit A List of Franchised Hotels as of December 31, 2011 

Exhibit B 

Exhibit C 

Exhibit D 

Exhibit E 

Exhibit F 

Exhibit G 

Exhibit H 

List of Franchised Hotels Terminated, Canceled, Not Renewed or with 

Changes in Controlling Interest as of December 31, 2011 

Financial Statements 

Franchise Agreement 

Guaranty of Franchise Agreement 

Hotel Project Application 

HITS Agreement 

Receipts 

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PART I 

THE FRANCHISOR AND ITS RELATED COMPANIES 

To simplify the language in this Franchise Disclosure Document (“Disclosure Document”), “we” 

or “us” means Hilton Garden Inns International Franchise LLC, the franchisor. “You” means the 

person (or persons) who signs the Franchise Agreement – the franchisee. If the franchisee will 

be a corporation, partnership, limited liability company or other entity, “you” also includes both 

the business entity and its owners. The “Brand” refers to the name or names under which we 

will license you to operate a hotel. This Disclosure Document describes our franchise licenses 

for hotels which will operate under the “Hilton Garden Inn” Brand in Brazil. It is based on the 

Hilton Garden Inn brand’s experience in the United States and Canada. Capitalized terms not 

defined in this Disclosure Document have the meaning set forth in the Franchise Agreement 

attached to this Disclosure Document as Exhibit D. All fees, charges and other items are stated 

in U.S. Dollars, unless otherwise indicated. 

We are a Delaware limited liability company formed in September 2007. We do business under 

the name “Hilton Garden Inn.” Our principal business address since August 1, 2009 has been 

7930 Jones Branch Drive, Suite 1100, McLean, Virginia 22102 and our telephone number is 

(703) 883-1000. 

Our indirect corporate parent is Hilton Worldwide, Inc. (“HWI”) a Delaware corporation which 

has conducted a guest lodging business since May 1946. HWI was formerly known as Hilton 

Hotels Corporation. 

On October 24, 2007, HWI was acquired by BH Hotels LLC, a Delaware limited liability 

company controlled by investment funds affiliated with The Blackstone Group L.P. (NYSE: 

BX). BH Hotels LLC was later converted to Hilton Hotels Holding Corporation, a Delaware 

corporation. On April 7, 2010, Hilton Hotels Holding Corporation merged into Hilton Hotels 

Holding LLC (“HHH”), a Delaware limited liability company formed on March 18, 2010. HHH, 

which is owned by BH Hotels Holdco LLC, is our penultimate corporate parent. BH Hotels 

Holdco LLC, a Delaware limited liability company, is our ultimate corporate parent. 

Our direct corporate parent is Hilton International Franchise Holding LLC, a Delaware limited 

liability company formed in September 2007. Hilton International Franchise Holding LLC is a 

subsidiary of HWI. 

The principal business address of our parents is 7930 Jones Branch Drive, Suite 1100, McLean, 

Virginia 22102. 

Our predecessor as the franchisor of Hilton Garden Inn brand hotels in the Americas is Hilton 

Inns, Inc. (“Hilton Inns”), a Delaware corporation incorporated in July 1962. On October 27, 

2007, Hilton Inns assigned all of its Franchise Agreements governing Hilton Garden Inn hotels 

to our affiliate, HLT Existing Franchise Holding LLC and Hilton International CO assigned all 

of its Franchise Agreements governing Hilton Garden Inn Hotels to our affiliate HLT 

International Existing Franchise Holding LLC. HLT Existing Franchise Holding LLC and HLT 

International Existing Franchise Holding LLC are Delaware limited liability companies formed 

in September 2007. On that date, we became the franchisor of Hilton Garden Inn for all 

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locations outside the fifty states of the United States of America and the District of Columbia 

(the “United States” or the “US”) and our affiliate Hilton Garden Inns Franchise LLC became 

the franchisor of Hilton Garden Inn hotels within the United States on that date. 

PART II 

FINANCIAL STATEMENTS 

Attached as Exhibit C are our audited consolidated balance sheets as of December 31, 2011 and 

2010 and the related consolidated statements of operations and members’ capital and cash flows 

for the years ended December 31, 2011, 2010, and 2009. 

PART III 

LITIGATION 

We and our controlling companies are not involved in any pending litigation specifically 

questioning the franchising system or that might directly result in the inability to operate the 

franchise. 

PART IV 

THE LICENSE 

We license the Hilton Garden Inn hotel system (the “System”), which consists of the elements, 

including know-how, which we periodically designate to identify hotels operating worldwide 

under the Brand, designed to provide distinctive, high-quality hotel service to the public at 

moderate prices. The System currently includes the Brand and the Marks (see Part XIII); access 

to a reservation service; advertising, publicity and other marketing programs and materials; 

training programs and materials; standards, specifications and policies for construction, 

furnishing, operation, appearance and service of the hotel; and other elements we refer to in the 

Franchise Agreement, in the Manual, as that term is defined in our current form of Franchise 

Agreement (see Part XI) or in other communications to you, and programs for our inspection of 

your hotel and consulting with you. We may add elements to the System or modify, alter or 

delete elements of the System. You must follow the high standards we establish for the System 

and you may be required to make future investments. 

PART V 

THE IDEAL FRANCHISEE 

The ideal franchisee would have substantial management or ownership experience in the guest 

lodging industry. The ideal franchisee must also understand branding and the brand management 

model and why it is important to work with the systems and processes we set in place. No 

particular educational background is necessary. 

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PART VI 

OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION 

OF THE FRANCHISE BUSINESS 

As the franchisee, whether you are an individual, corporation, limited liability company, 

partnership or other entity, you are at all times responsible for the management of your hotel’s 

business. You may fulfill this responsibility only by providing (i) qualified and experienced 

management satisfactory to us, which may be a third-party management company (the 

“Management Company”), and (ii) a general manager (the “General Manager”), satisfactory to 

us (collectively, the “Management”), which we have approved in writing. However, you may not 

enter into any lease, management agreement or other similar arrangement for the operation of 

your hotel or any part of your hotel with any person or entity without first obtaining our written 

consent. To be approved by us as the operator of the hotel, we must consider you, any proposed 

Management Company and any proposed General Manager to be qualified to manage the hotel. 

We may refuse to approve you, any proposed Management Company or any proposed General 

Manager which, in our reasonable business judgment, is inexperienced or unqualified in 

managerial skills or operating capacity or capability or is unable to adhere fully to the obligations 

and requirements of the Franchise Agreement. We reserve the right to not approve a Competitor 

(defined below), or any entity that is the exclusive manager for a Competitor through itself or an 

affiliate, to manage your hotel. If your Management Company becomes a Competitor, or if in our 

sole judgment your Management Company or General Manager becomes unsuitable to manage 

your hotel, you will have 90 days to retain a qualified substitute Management Company or 

General Manager that we approve. 

A “Competitor” means any individual or entity that at any time during the term, whether directly 

or through an affiliate, owns in whole or in part, or is the licensor or franchisor of a Competing 

Brand, irrespective of the number of hotels owned, licensed or franchised by the Competitor 

under such brand name. A Competitor does not include an individual or entity that (i) is a 

franchisee of a Competing Brand; (ii) manages a Competing Brand hotel, so long as the 

individual or entity is not the exclusive manager of the Competing Brand; or (iii) owns a 

minority interest in a Competing Brand, so long as neither that individual or entity nor any of its 

affiliates is an officer, director, or employee of the Competing Brand, provides services 

(including as a consultant) to the Competing Brand, or exercises, or has the right to exercise, 

control over the business decisions of the Competing Brand. A “Competing Brand” means a 

hotel brand or trade name that, in our sole judgment, competes with the System or any System 

Hotel or Network Hotel. 

We do not require you or your General Manager to sign an agreement not to compete with us 

after termination of the Franchise Agreement. However, you may not engage, directly or 

indirectly, in any cross-marketing or cross-promotion of your hotel with any other hotel, motel or 

related business without our prior written consent, except for Network Hotels (as defined in the 

Franchise Agreement). You must not copy or disclose any confidential or proprietary materials. 

We may require a guaranty of the Franchise Agreement. Each required guarantor must sign a 

Guaranty. A copy of the form Guaranty is attached as Exhibit E. 

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PART VII 

INITIAL FEES AND ESTIMATED INITIAL INVESTMENT 

Initial Fees 

You must complete a Hotel Project Application (“Application”) for a Brand hotel, whether for 

New Development, Conversion, Change of Ownership, or a Re-licensing situation. When you 

submit the Application to us for analysis and processing, you must pay a fee based on the 

proposed number of guest rooms in your hotel (the “Application Fee”), as described in the 

Estimated Initial Investment table below. 

In addition to the Application Fee, if you are applying for a franchise for a hotel that was 

previously operated as a System Hotel, we may require, as a condition of approving your 

Application, that you pay outstanding royalties and other fees due under the prior franchise 

agreement relating to the System Hotel. 

Other initial fees and costs for a 136-room Hilton Garden Inn Hotel are outlined in the following 

table: 

ESTIMATED INITIAL INVESTMENT 


Type of expenditure Amount Method 

of 

payment 

Market Study 

(Note 1) 

Application Fee 

(Note 2) 

Product Improvement 

Plan (“PIP”) Fee 

Architects, Designers, 

Engineers and Consultants 

Real Property 

(Note 3) 

Construction 

(Notes 3 and 4) 

When due 

To whom 

payment is to be 

made 

Varies As arranged As arranged Independent 

consulting firm 

$60,000 for the first 150 guest 

rooms, and $450 per guest room for 

each additional guest room. 

Relicensing fee $35 per guest room 

multiplied by the number of years in 

the re-licensing term. 

$5,000 fee with Application for 

Change of Ownership, Re-Licensing 

or Conversion 

Lump sum 

Lump Sum 

When you 

submit your 

Application 

Before we 

schedule the 

inspection 

$235,000 to $300,000 As Arranged As Arranged Architects, 

Designers, 

Engineers and 

Consultants 

Varies As Arranged As Arranged Seller 

$6,200,000 to $13,200,000 As Arranged As Arranged Contractors 

Us 

Us 

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of 

payment 

Construction or 

Renovation Extension Fees 

(Note 5) 

Permits, Licenses and 

Governmental Fees 

(Note 6) 

Furniture, Fixtures and 

Equipment (Note 4) 

Training 

(Part XII) 

When due 

$10,000 Lump Sum After an 

extension is 

approved 

To whom 


made 

$110,000 to $220,000 Lump Sum As Arranged Appropriate 

Agencies 

$1,500,000 As Arranged Before 

Opening 

Us 

Vendors 

$3,300 to $9,000 As Arranged As Incurred Us and Suppliers 

Inventory $60,000 to $120,000 As Arranged Before 

Opening 

Signage 

(including freestanding 

signs and primary 

identification for the 

building, installation, 

freight, foundation and 

wiring) 

Insurance 

(Note 7) 

Pre-Opening and 

Marketing 

OnQ and related systems 

Software, Hardware and 

Installation Costs 

(Note 8 and Parts VIII and 

XI) 

Computer Hardware 

for HSIA 

(Note 9 and Part XI) 

$25,000 to $90,000 As Arranged Before 

Opening 

Suppliers 

Suppliers 

Varies As Required As Required Agent/Insurer 

$65,000 to $150,000 As Arranged As Arranged Advertising 

Agency 

$38,000 to $85,500 Lump Sum 

or through 

HWI and/or 

Third Party 

Supplier 

Estimates vary from $35,000 to 

$50,000 capital cost if purchased 

outright. 

Organization Expense $9,000 to $15,000 

Actual cost depends on work done 

by an accountant and attorney and 

standard regional rates. 

Contingencies 

Includes unanticipated 

construction cost overruns 

and other unanticipated 

expenses. 

Lump Sum 

or through 

Third-Party 

Supplier 

45 days 

before 

Opening 

45 days 

before 

Opening 

HWI or HSS 

and/or Third- 

Party Supplier 

HWI or HSS 

and/or Third- 

Party Supplier 

As Agreed As Agreed Accountant/ 

Attorney 

$588,230 to $688,600 As Incurred As Agreed Contractor/ 

Suppliers 

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of 

payment 

Additional Funds 

This estimates your initial 

operating expenses for 3 

months after opening. 

TOTAL 

(Note 10) 

When due 

$90,000 As Arranged Before 

Opening 

To whom 


made 

Suppliers, 

Employees, 

Utilities 

$9,033,530 to $16,593,100 

THESE FIGURES DO NOT INCLUDE REAL ESTATE, MARKET STUDIES, 

INSURANCE, INTEREST, TAXES, TARIFFS OR IMPORT DUTIES OR THE COST 

OF IMPROVEMENTS UNDER A CONVERSION, RE-LICENSING OR CHANGE 

OF OWNERSHIP LICENSE. 

Note 1 – For all new Hilton Garden Inn hotels, we recommend and may require a market study 

from a nationally-recognized independent firm which discusses the competition for your 

proposed hotel, together with a minimum 5-year operating pro forma from you, based on the 

market study, showing your anticipated operating results. While we do not require prospective 

franchisees who are converting existing hotels to obtain a market study, occasionally we may 

encourage a prospective franchisee to commission a market study to evaluate the economic 

consequences of conversion. Our acceptance of the market study with a pro forma is not a 

financial performance representation on our part or a ratification of the projections performed by 

the consultant. (See Parts I and XII) 

Note 2 – The table shows the Application Fees for the hotel size/type shown. Your Application 

Fee may be greater. This fee is applicable to new System Hotels, and to Change of Ownership 

and Re-Licensing of existing System Hotels. All fees are non-refundable unless stated otherwise. 

We do not finance any fee. If you increase the proposed number of guest rooms/suites for the 

hotel at any time after your Application is approved and before the opening of your hotel, you 

must obtain our approval and pay us the additional Application Fee amount owed, if any, as if 

you had included those additional rooms/suites as part of your original Application. 

Note 3 – All new construction estimates are based on our management’s and affiliates’ 

experience. The estimates relate to a development of a new Hilton Garden Inn hotel in the 

United States. The estimates do not include the cost of the real property due to wide variations in 

costs among geographic areas and at different sites. The actual expenditures for items will 

depend on many variables, such as the size and location of the real property, the quantity and 

quality of the items being purchased, the terms on which the purchases are made and fluctuations 

in labor costs. You may also elect to lease certain of the items in question, such as the real 

property and certain equipment. We encourage you to investigate independently, before 

executing the Franchise Agreement, the cost of all such items as they will specifically affect your 

investment. Building construction costs vary greatly from region to region depending on 

material, labor costs and other variables. The estimate does not take into account local 

requirements such as earthquake requirements or impact fees. 

In a Change of Ownership, Re-licensing or Conversion situation, you will incur costs to bring 

your existing property into conformity with the System as specified in your Franchise 

Agreement. We cannot estimate these costs at this time as they vary significantly based on the 

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amount, type and physical condition of the hotel’s existing property, fixtures, equipment, 

furnishings, furniture, signage, and similar items. 

Note 4 – All Hilton Garden Inn hotels must have computer workstations and printers available in 

a business center for guest use, free-of-charge. If your hotel has 250 rooms or less, you must 

purchase and install 2 computer workstations and 1 printer. If your hotel has more than 250 

guest rooms, you must purchase and install 3 computer workstations and at least 1 printer. You 

must purchase equipment from our approved suppliers or in accordance with our specifications. 

If we or our affiliates furnish, supply, service or equip your hotel at your request before it opens, 

then you must pay or reimburse us or them for all costs incurred at your request, and related 

service fees. In particular, Hilton Supply Management, as we specify, distributes hotel furniture, 

furnishings, fixtures, equipment and supplies, and certain food and beverage supplies. You may 

purchase these items from Hilton Supply Management, as we specify, but you are not obligated 

to do so. If you choose to buy from Hilton Supply Management, it will invoice you for the cost 

of the products acquired for you, a procurement fee, freight costs and any sales tax, consumption 

tax, value added tax or any equivalent of any of these taxes, tariffs or import duties. 

Note 5 – For New Construction, you must start construction at your hotel by the construction 

commencement date (“CCD”) and complete construction at your hotel by the construction work 

completion date (“CWCD”) specified on the Addendum to your Franchise Agreement. If you 

are converting or renovating your hotel, you must start the renovation by the renovation 

commencement date (“RCD”) and complete renovation by the renovation work completion date 

(“RWCD”), specified on the Addendum to your Franchise Agreement. If you want to request an 

extension of the CCD, CWCD, RCD or RWCD, you must submit a written request before the 

applicable CCD, CWCD, RCD or RWCD and pay our then-current fee. 

Note 6 – The licenses and permits you must obtain to operate your hotel vary depending on the 

requirements of Brazil and the municipality and other political subdivisions in which the hotel is 

located. 

Note 7 – You must maintain the minimum levels and types of insurance specified in the Manual 

at your expense. This insurance must be with insurers having minimum ratings we specify; name 

as additional insureds the parties we specify in the Manual; and carry the endorsements and 

notice requirements we specify in the Manual. We cannot estimate the cost of insurance 

premiums, which vary widely by reason of location, size of hotel and type of coverage 

purchased. 

Note 8 – You must also pay the related taxes, tariffs and duties for the importation of the 

computer equipment into Brazil. Estimate includes: PMS related hardware – to be procured by 

hotel and estimated at $16,000 to $35,000 plus $5,000 to $10,000 for third-party operating 

systems. Installation and start-up fees – services provided by third-party and HSS; to be paid by 

hotel, estimated to be $13,000 to $34,000. Cost of communications vehicles for support and 

operation of OnQ is estimated to be $4,000 to $6,500. The standard up-front installation fees 

and charges include the cost of having our representative on site for your hotel’s opening in 

connection with the start up of OnQ. Once the representative is on-site, any delays in your 

hotel’s opening may result in additional expense to you, currently $900 per day per 

representative. If a delay results in the departure and re-scheduling of the representative’s on- 

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site service period, a $5,000 re-scheduling fee plus the representative’s additional time and travel 

expenses. See Parts VIII and XI for more information. 

Note 9 – Third-party vendor business models (revenue share and length of contract) and the 

building will have a major impact on the number or wireless access points required, and will 

affect the cost. You must also pay the related taxes, tariffs and duties for the importation of the 

computer equipment into Brazil. 

Note 10 – None of the expenses described in this chart are refundable. The expenses shown in 

this chart are for typical hotels of the type and size shown if built in the United States. If you are 

converting an existing hotel, your costs will most likely be lower, but you must conform guest 

rooms, public areas and exterior areas to our Standards. Your conversion costs will depend on 

the type and condition of your hotel, its age, physical structure and quality of furnishing. Because 

there are so many variables involving any particular existing hotel, we can give no average cost 

for conversion. We have relied on our management’s and affiliates’ years of experience in the 

lodging business in the United States to compile the estimates shown in this chart. You should 

review these figures carefully with a business advisor before making any decision to purchase 

the franchise. 

PART VIII 

PERIODIC AND OTHER FEES 

Type of Fee (1) Amount Due Date Remarks 

Monthly 

Royalty Fee 

(Note 2) 

Monthly 

Program Fee 

(Notes 2 and 3) 

Room Addition 

Fee 

5% of Gross Rooms Revenue Payable monthly 

by the 15 th day of 

the following 

month. 

4% of Gross Rooms Revenue Payable monthly 

by the 15 th day of 

the following 

month. 

Currently, $450 per 

additional guest room, 

multiplied by the number of 

additional guest rooms, and 

prevailing PIP Fee if we 

require you to upgrade the 

Hotel. 

Due with 

application for 

approval. 

The Monthly Royalty Fee must be 

accompanied by our standard schedule 

showing the computation of the Monthly 

Royalty Fee for the month in question. 

The Monthly Program Fee must be 

accompanied by our standard schedule 

showing the computation of the Monthly 

Program Fee for the month in question. We 

can change the Monthly Program Fee. 

If you add or construct additional guest 

rooms at the hotel after opening the hotel 

under the Brand, you must pay us our thencurrent 

per Room Addition Fee. You must 

submit the application to us before you 

enter into any agreement to add any guest 

rooms to the hotel. As a condition to 

granting approval, we may require you to 

upgrade the hotel, and if we do, you must 

pay us a PIP Fee. The Room Addition Fee 

is non-refundable on our approval of your 

application. If we disapprove your 

application, we will refund your Room 

Addition Fee less a processing Fee. 

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OnQ Hardware 

Maintenance 

Fees 

(Part VII) 

Currently, 15% to 25% of the 

actual hardware cost per 

year. 

Billed monthly. 

You must pay the cost of break-fix 

maintenance service on all OnQ hardware 

from a local service provider. You must 

also include certain maintenance 

agreements such as 24*7 support for 

application servers in the original computer 

hardware purchase and extend that support 

for the duration of said equipment’s life 

cycle in the hotel. The fee is determined by 

the number of work stations and other OnQ 

equipment at your hotel. These fees are 

non-refundable and are subject to change. 

OnQ Software 

Maintenance 

Contract 

Currently, a portion of your 

Monthly Program Fee pays 

for your OnQ software 

maintenance costs. 

Monthly. 

OnQ software maintenance is mandatory for 

every Hotel. Currently, the HITS 

Agreement includes a software maintenance 

contract for OnQ. 

Wide Area 

Network (WAN) 

connection 

Currently, from $1,000 to 

$4,000, depending on 

location and services 

available in your area. 

Billed monthly 

through Hilton 

affiliate accounts. 

You are responsible for the costs of 

procuring and maintaining a dedicated 

WAN connection. Currently, this service is 

offered through Reliance GlobalCom 

(RGC). The fees are non-refundable and are 

subject to change. 

OnQ Email 

Currently, $120 one time setup 

fee per user after the 

opening, $9.20 per user per 

month and $22 per month for 

approved mobile devices. 

Billed quarterly 

You must pay for each additional email 

account beyond the seven provided under 

the program. The fees are non-refundable 

and are subject to change. 

OnQ Software 

Fee for 

Additional 

Rooms 

Currently, $120 per 

additional guest room/suite, 


additional guest rooms/suites. 

As billed. 

If you add or construct additional guest 

rooms at the Hotel at any time after you 

sign the Franchise Agreement, you must 

pay the then-current per guest room/suite 

software fee charged to System Hotels. The 

fees are non-refundable and are subject to 

change. 

Frequent 

Traveler/Guest 

Reward Program 

(Note 4 and Part 

XI) 

Currently, 4.7% of total 

eligible guest folio with a 

maximum charge per stay of 

$110. We may revise this fee 

structure to 4.45% of total 

eligible guest folio with no 

per-stay maximum. 

10 days after 

billing. 

You must participate in any brand specific 

or system-wide guest frequency or reward 

program. From the date your hotel begins to 

participate in HHonors, your hotel will be 

charged on the same basis as other System 

Hotels. These programs , fees and other 

charges are subject to change. 

Travel Planner 

Centralized 

Commission 

Payment 

Program (TPCP) 

(Part XI) 

Currently, up to 10% 

commission and $0.18 per 

transaction processing charge, 

which includes 

commissionable reservations 

plus cancellations, no-shows 

and non-commissionable 

transactions. 

If invoiced, within 

15 days of billing. 

If through 

Automated 

Clearing House 

(“ACH”), on the 

12 th business day 

of each month. 

You must participate in the TPCP. We have 

developed the TPCP to increase business 

from travel agencies and improve each 

hotel’s productivity in paying commissions. 

TPCP consolidates all commissionable 

consumed travel planner bookings and 

remits one payment per agency. The 

processing charge covers all costs to make 

commission payments including postage, 

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Third-Party 

Reservation 

Charges 

Internet 

Distribution 

Program (IDP) 

EDGE Program 

Currently, $4.72 per stay. 

Currently, up to 12% 

commission and $1.50 per 

transaction processing charge. 

This fee applies to 

commissionable, no-show, 

changed, canceled and noncommissionable 

reservations. 

Currently, 8.5% for each 

commissionable reservation 

received by a System Hotel 

through EDGE. A 

commissionable reservation 

results when a consumer 

clicks on a paid link, books a 

room at a System Hotel on 

brand.com that then results in 

a corresponding stay at the 

System Hotel. 



If through ACH, 

then on the 12 th 

business day of 

each month. 




then on the 12 th 


each month. 




on the 12 business 

day of the month. 

labor, checks, envelopes and use of our 

TPCP computer system. The fast changing 

nature of distribution relationships in the 

marketplace may require occasional 

changes to the commission, processing 

charge and other fee requirements. 

These charges include the costs and fees 

incurred in connection with Third-Party 

Reservation Systems, such as GDS, airline 

reservation services and other service 

reservation providers for using their 

distribution system for reservations. These 

fees are subject to change. 

The IDP is a commissionable program for 

internet affiliates that delivers customers to 

our Brand.com sites and that result in 

consumed reservations made through 

Brand.com as a result of the booking. 

Through our alliance with HWI, we will 

also include commissions for consumed 

bookings made by customers of the IDP. 

Distribution Services consolidates all hotel 

affiliate commission payments into one 

payment per affiliate and sends the payment 

to each appropriate affiliate. The processing 

charge includes the postage, labor, checks, 

envelopes and use of HWI’s TPCP 

computer system. The commission, 

processing charge and other fees are subject 

to change. 

EDGE combines eCommerce Services and 

Demand Generation into a single turnkey 

solution for managing the online channel. 

Through this program, we will pay major 

search engines like Google, Bing, Yahoo 

and Kayak to place listings for System 

Hotels in “sponsored search” results. 

Consumers who click on our sponsored 

search are referred to brand.com. If this 

referral results in the consumer booking a 

hotel on brand.com and results in a 

corresponding stay at the System Hotel, the 

System Hotel receiving the reservation will 

pay a commission to us for that booking. 

This fee is in addition to any other 

applicable reservation fees and is subject to 

change. EDGE became a System Standard 

on April 1, 2012. 

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Unlimited 

Budget Travel 

Planner 

Incentive and 

Loyalty Program 

Weekday stay (Monday - 

Thursday nights) cost = 

$0.71; Weekend stay (with 

one Fri/Sat/Sun night) cost = 

$1.42; Weekend stay (with 

two Fri/Sat/Sun nights) cost = 

$2.13. For Double Points 

payouts, these amounts will 

increase to $1.42, $2.63 and 

$3.63, respectively. 




on the 12th 


each month. 

Mandatory participation for all OnQenabled 

hotels participating in the TPCP 

program. These funds are remitted to 

Budget (a portion is paid to the travel 

planner; Budget retains the remaining 

amount as a processing charge). The fees 

are subject to change without advance 

notice. 

Hilton Plus 

Program 

Currently, $0.18 transaction 

fee applies to all bookings 

through Hilton Plus. Hotel is 

billed 10% commission on 

the consumed hotel revenue. 

Hotel receives 25% credit on 

the positive gross margin 

generated from the non-hotel 

components of the Hilton 

Plus Package. 




on the 12 th 


each month. 

Participation in the Hilton Plus Program is 

mandatory. The Hilton Plus Program gives 

the hotels the ability to sell vacation 

packages, combining rooms, air, car, and 

other travel components. Only the hotel 

room revenue component associated with a 

Hilton Plus package consumed sale is 

commissionable to the Packaging 

Technology Provider. The Hilton Plus 

processing charge is currently included in 

the hotel’s standard TPCP processing 

charge. These fees and commissions are 


AAA Show Your 

Card & Save 

Program 

Currently, $1.80 for each 

consumed stay booked by an 

AAA travel planner or 

through the dedicated AAA 

“member-direct” line at 

Hilton Reservations 

Worldwide. 




on the 12th 


each month. 

Mandatory participation for all OnQenabled 

hotels participating in the TPCP 

program. These funds are remitted to AAA 

headquarters. The booking fees are subject 

to change without advance notice. 

Guest Assistance 

Program/Our 

Best Rates. 

Guaranteed. 

Intervention Fee 

and Costs 

Currently, $100 intervention 

fee includes the cost of the 

American Express Gift 

Cheque and other fees. 

Within 10 days of 

billing. 

You must participate in the “Our Best 

Rates. Guaranteed” Program and pay all 

charges in connection with this program. If 

the Guest Assistance Department verifies a 

claim by confirming that the guest did stay, 

the Guest Assistance Department will 1) 

adjust the rate to the lower rate; 2) issue a 

$50 American Express Gift Cheque to the 

guest; and 3) notify the hotel that an 

intervention fee will be charged to the hotel. 

Guest Assistance invoices are processed and 

faxed to the hotels weekly. The fees are 


Guest Assistance 

Program/ 

Customer 

Satisfaction 

Guarantee 

Reimbursement 

Actual costs to compensate a 

dissatisfied guest plus an 

intervention fee, currently 

$150 for HHonors Gold, $200 

for HHonors Diamond, and 

$100 for all others. 

Within 48 hours 

of receipt of 

invoice. 

You must participate in Customer 

Satisfaction Guarantee Reimbursement 

program. The actual cost of compensation 

may include the cost of the guest’s stay and 

any other payments made to insure the 

guest’s satisfaction. We may change the 

intervention fee or maximum guest 

reimbursement amount. 

{000011-999987 00194078.DOCX; 2} 11 



Brand 

Conference 

Currently, $1,500 per 

attendee. 

When we request. 

Your General Manager and/or Director of 

Sales must attend the Brand Conference, 

which may be held at various hotel 

locations in the world, annually or 

bi-annually. You also pay the travel, 

compensation, living expenses and 

miscellaneous expenses of your attendees. 

The fees are subject to change. 

Quality 

Assurance Reevaluation 

Fee 

Currently, $2,000 per 

re-evaluation visit. 

Within 10 days of 

billing. 

Payable each time we conduct a special onsite 

quality assurance re-evaluation: (a) after 

the hotel has failed a regular quality 

assurance evaluation or (b) to verify that 

deficiencies noted in a quality assurance 

evaluation report or product improvement 

plan have been corrected or completed by 

the required dates. You must also provide 

complimentary accommodations for the 

quality assurance auditor during the reevaluation. 

The fee is subject to change. 

Lender Comfort 

Letter Processing 

Fee 

Currently, $2,500. 

Before we issue a 

Lender Comfort 

Letter to your 

lender. 

We will only issue a Lender Comfort Letter 

if you request it on behalf of your lender. 

We may occasionally waive, reduce or 

increase this fee. 

Processing Fee 

for “Permitted 

Transfers” 


When you submit 

transfer consent 

request. 

If you propose a “Permitted Transfer”, you 

must submit a Permitted Transfer Consent 

Request with all required information and 

non-refundable processing fee. 

Fees for Change 

of Ownership 

Then-current Application 

Fee. If approved, proposed 

owner pays any other then 

applicable fees and charges 

for new franchise licenses 

and must pay any outstanding 

fees and charges owed us, 

HWI or its affiliates under the 

previous franchise agreement 

for the Hotel. 

We may also require you or 

the proposed owner to pay 

our then-current PIP fee for 

us to determine renovation 

requirements for the Hotel. 

With application. 

Any proposed transfer that does not qualify 

as a Permitted Transfer or as one that does 

not require our consent will be considered a 

Change of Ownership. If there is a proposed 

Change of Ownership and proposed owner 

desires to continue to operate the hotel as a 

Brand hotel, proposed owner must submit 

application for new franchise agreement and 

pay then prevailing application fee. If we do 

not approve the Change of Ownership 

application, or if we approve the Change of 

Ownership application but the Change of 

Ownership does not occur, we will refund 

the application fee, less $7,500 for 

processing costs. The PIP fee is nonrefundable. 

(See Part VII). 

Public Offering 

Processing Fee 


When you or any 

of your owners 

submit request for 

approval of public 

offering. 

You must also reimburse us for any 

additional costs we may incur in reviewing 

your documents, including reasonable 

attorneys’ fees. The fee is subject to change. 

{000011-999987 00194078.DOCX; 2} 12 



Director of Sales 

Orientation 

(Parts VII and 

XII) 

Currently $1,775 per 

participant. 

Before 

Attendance. 

Your Director of Sales must attend this 

training. You are also responsible for the 

wages, living expenses and miscellaneous 

expenses of those who attend There may be 

nominal annual increases in the costs. 

Other Mandatory 

and Optional 

Training: 

Mandatory 

training for staff 

and attendance at 

national 

meetings 


XII) 

Varies. $0 to $3,500 per 

course. For programs that 

include travel by our (or our 

affiliates’) trainers to your 

hotel site, you may also be 

required to pay travel, 

lodging, tax and meals of the 

trainers. 

On demand. 

You are responsible for wages, living 

expenses and miscellaneous expenses of 

those who attend. 

OnQ Learning 

Management Fee 

Currently, $100 – in addition 

to the tuition already being 

charged for taking an online 

course. 

Any time an 

online course is 

consumed. 

If the online course, or a course that is part 

online and part instructor led, already 

charges tuition, the learning management 

fee will be added. This is disclosed to the 

student when he/she registers for the course 

through the OnQ learning management 

component. 

Replacement and 

Additional 

Trainees 


XII 

Currently, varies from $150 

to $3,500 per course. 

Before attendance. 

If you hire a replacement for any of the 

categories of personnel referred to in Part 

XII who must attend a training program, 

then that person must successfully complete 

the appropriate training program. You must 

pay the then-current fee for the applicable 

training programs for replacement trainees 

and for any additional persons you wish to 

attend a training program. 

Optional TMC 

Pay-On-All-Pay- 

For Performance 

Program 


consumed night booked by a 

TMC travel planner. 




on the 12th 


each month. 

Participation in the TMC Program is 

optional, and you can elect to opt out of 

participating in this program. You must 

participate in BOTH or NEITHER the 

TMC/Consortia Program and the Pay-On- 

All-Pay-For Performance Program. The list 

of participating travel planner accounts can 

and will vary depending on negotiations 

with accounts. We pay a portion of the fee 

directly to the TMC; the remainder is used 

to fund marketing efforts with the TMC and 

as a processing charge. The fee is subject to 

change. 

Optional 

FedRooms 

government and 

military travel 

program 

Currently, 2.75% of room 

revenue – for each consumed 

stay booked under the 

FedRooms rate/SRP. 

Billed on TAPS 

invoice. Due 

within 15 days of 

billing if invoiced. 

If ACH, on the 

15 th of the month. 

Participation in the FedRooms Program is 

optional. We pay the entire fee to 

FedRooms. The fee is subject to change. 

{000011-999987 00194078.DOCX; 2} 13 



Optional Sato 

Travel 

government and 

military travel 

program. 

Optional 

TMC/Consortia 

Program 

Optional 

Training 

Program and 

Training 

Materials 

Optional 

Consolidated 

Reservation 

Desks Program 

Optional 

Consultation 

Fees 

Service Charges 

for Overdue 

Payments 


consumed night booked under 

the Sato Travel SRP. 


consumed night booked under 

the TMC/Consortia “parity” 

rate. 

Currently, $400 to $2,500. 

Varies depending on the 

number of calls transferred 

under the program. 

Set by us on a project-byproject 

basis. 

Lesser of 1½% per month or 

the maximum rate permitted 

by applicable law. 

Billed on TAPS 

invoice. Due 

within 15 days of 

billing if invoiced. 

If ACH, on the 

15 th of the month. 




on the 12th 


each month. 

Before class or 

material delivery. 

As required by us 

or our affiliate. 

When we request. 

On demand. 

Participation in the Sato Travel Program is 

optional. We pay a portion of the fee 

directly to Sato Travel; the remainder is 

used to fund marketing efforts with Sato 

Travel and as a processing charge. The fee 

is subject to change. 

Participation in the TMC/Consortia 

Program is optional, and you can elect to 

opt out of participating in this program. You 

must participate in BOTH or NEITHER the 

TMC/Consortia Program and the Pay-On- 

All-Pay-For Performance Program. The list 

of participating travel planner accounts can 

and will vary depending on negotiations 

with accounts. We pay a portion of the 

$2.50 directly to the travel planner account; 

the remainder is used to fund marketing 

efforts with travel planner accounts and as a 

processing charge. The fee is subject to 

change. 

You must also pay for wages, travel, 

lodging and other travel expenses. The fees 

are subject to change. 

We or an affiliate may offer you an 

opportunity to participate in the 

Consolidated Reservation Desks Program. 

Under this program, reservation calls to 

your hotel will be referred to an off-site call 

center. If you participate, you will pay all 

fees related to participation in the program. 

Either party may terminate your 

participation in the Program at any time on 

30 days’ prior written notice. This program 

is not the Reservation Service referred to in 

Franchise Agreement, nor is it considered 

an outside reservation service or system, but 

rather, it is an optional, supplemental 

service. Whether or not you participate in 

the Program, you must continue 

participating in the Reservation Service. 

At your request, we may make consultation 

and advice services available to you. 

Payable if you do not make any payment 

when due. 

Taxes Actual amount. On demand. If any sales, use, gross receipts, withholding 

or any other tax (excluding withholding on 

{000011-999987 00194078.DOCX; 2} 14 



Audit 

Insurance 

(Part VII) 

Indemnification 

Interim 

Remedies 

Actual amount of deficiency 

plus service charges. 

On demand. 

monthly royalty fee) is imposed on the 

receipt of any payments you are required to 

make to us under the Franchise Agreement, 

then you must also make an additional 

payment to us such that, net of any sales, 

use, gross receipts, withholding or any other 

tax, the amount received by us is equal to 

the amount we would have received had no 

such tax been imposed. This does not apply 

to income taxes payable by us as a result of 

our net income relating to any fees collected 

under the Franchise Agreement. 

Payable if audit reveals that you understated 

or underpaid any payment due to us which 

is not fully offset by overpayments. If audit 

reveals that underpayment is willful or for 

5% or more of the total amount owed for 

the period being inspected, you must also 

reimburse us for all inspection and audit 

costs. 

Actual amount. On demand. Payable if you do not obtain or maintain the 

required insurance or policy limits and we 

elect to obtain and maintain the insurance 

for you without first giving you notice. 

Reimbursement for all 

expenses, including 

attorneys’ fees and court 

costs we reasonably incur to 

protect us, our subsidiaries or 

affiliates to remedy your 

defaults under the Franchise 

Agreement, or payments by 

us or our affiliates due to any 

claim, demand, tax, penalty, 

or judicial or administrative 

investigation or proceeding 

arising from any claimed 

occurrence at your hotel. 

Actual costs plus intervention 

or administration fees set 

forth in the Manual. 

Case by case basis 

as incurred. 

On demand. 

You must also defend us, HWI, and each of 

such entities’ current and/or future 

subsidiaries and affiliates and any officers, 

directors, employees, agents, successors and 

assigns. However, we retain the right, 

through counsel of our choice, to control 

any matter to the extent the matter directly 

or indirectly affects us, our subsidiaries, 

affiliates, officers, directors, employees, 

agents, successors or assigns. 

If we give you notice of default, we can 

choose to postpone termination and impose 

one or more of the interim remedies, 

including, among others, : we and/or HWI 

may charge you for: the cost of any 

computer hardware, computer software, 

other information technology and/or 

information technology service which we 

and/or HWI provided to you in the past at 

no additional charge, costs related to 

suspending and disabling your right to use 

any software, information technology 

and/or network services we or our affiliates 

{000011-999987 00194078.DOCX; 2} 15 



provided to you and the costs of any 

computer hardware, computer software, 

other information technology and/or 

information technology service we and/or 

HWI determine to provide you after the date 

of the notice of default 

Actual Damages 

under Special 

Circumstances 

(Part XIV) 

Actual amount. On demand. Payable in lieu of Liquidated Damages if (i) 

within 12 months of each other, 5 or more 

franchise agreements for the Brand between 

yourself (or any of your Affiliates) and us 

(or any of our Affiliates) terminate before 

their expiration date either because you (or 

any of your Affiliates) unilaterally terminate 

the franchise agreements or because we or 

any of our Affiliates terminate the franchise 

agreements as a result of your or your 

Affiliate’s breach or default or (ii) your 

Franchise Agreement for the Hotel 

terminates automatically or is terminated by 

us (or any of our Affiliates) after an 

unapproved Transfer either to a Competitor 

or to a buyer that converts the Hotel to a 

Competitor hotel within 2 years from the 

date your Franchise Agreement terminates. 

Liquidated 

Damages for 

Unauthorized 

Opening 

$5,000 per day that your hotel 

is open without authorization. 

On demand. 

Payable if you open your hotel before we 

authorize it to open under the Brand. You 

must also reimburse us for our costs of 

enforcing our rights, including attorneys’ 

fees. 

Liquidated 

Damages for 

Pre-Opening 

Premature 

Termination 

$3,600 for each authorized 

guest room. 


guest room. 

On demand. 

On demand. 

Payable if we terminate the Franchise 

Agreement before you open because you 

default, or because you terminate the 

Franchise Agreement without cause. 


Agreement and you or any Guarantor enter 

into an agreement for or begin construction 

of a Competitor Brand within 1 year after 

termination. 

Liquidated 

Damages for 

Post-Opening 

Premature 

Termination 


guest room. 

Amount equal to the sum of 

the Monthly Royalty Fees 

due to us for the previous 24 

months, divided by 24, and 

multiplied by 60. 

On demand. 

On demand. 


Agreement before the 2 nd anniversary of the 

Opening Date. 


Agreement after the 2 nd anniversary but 

before the 5 th anniversary of the Opening 

Date. 

Amount equal to the sum of 

the Monthly Royalty Fees 

due to us for the previous 24 

On demand. 


Agreement within 60 months of the 

{000011-999987 00194078.DOCX; 2} 16 



Liquidated 

Damages for 

Failure to 

Perform Deidentification 

Actions (Part 

XIV) 

Special 

Programs and 

Services 

Telephone 

Systems Project 

Management 

Fees 

Technical 

Services 

Procurement and 

Service Fees 

(Part XI) 

Management 

Fees 

months, divided by 24, and 


months remaining in the 

Term. 

$10,000 per day for each day 

of delay in complying with 

your obligations. 

Currently, 5% commission on 

gross room revenue per night 

to sales persons at other 

hotels who refer group 

business to your hotel. 

On demand. 

May vary by 

program. 

$1,800 Billed by us after 

opening. Due 30 

days after billing. 

Expiration Date of the Term. 

Payable if you fail to comply with your 

post-term obligations within 30 days after 

termination or expiration. You must also 

reimburse all of our and HWI’s costs and 

expenses, including reasonable attorneys’ 

fees, incurred in connection with your noncompliance. 

Currently, there is a “Lead Referral 

Program.” We or our affiliates may 

periodically provide special system-wide 

programs or services. These programs and 

services may be optional or mandatory. You 

must pay your share of the costs of these 

programs. To facilitate the programs, we 

may pay all or part of the costs on your 

behalf and then bill you. The costs for these 

programs are subject to change. 

Optional Services. We may provide 

assistance to you with system bidding and 

design and coordination of vendors and 

services. 

As agreed between the parties On demand. Hilton Garden Inn design personnel are 

available on request. 

Currently, procurement fee of 

up to 10% of product cost. 

Terms, including fees, are 

established by mutual 

agreement. 

Within 10 days 

after billing. 

As incurred. 

Payable if you buy from Hilton Supply 

Management (as we specify). You must pay 

all amounts due Hilton Supply Management 

or any of our other affiliates for any 

invoices for goods or services purchased by 

or provided to you or paid by any of them 

for you. You must also pay product cost 

plus freight and any services tax, sales, tax, 

consumption tax, value added tax or any 

equivalent of any of these taxes. Costs vary 

depending on what costs Hilton Supply 

Management incurs at your request. (See 

Part XI). 

Our affiliate Hilton International Manage 

LLC or one of its affiliates may offer you its 

management contract, but you may hire an 

outside management company with our 

approval. 

{000011-999987 00194078.DOCX; 2} 17 


NOTES 

Note 1 – Unless otherwise indicated, all the fees described in this chart are payable to us and are 

non-refundable. 

Note 2 – “Gross Rooms Revenue” means all revenues derived from the sale or rental of guest 

rooms (both transient and permanent) of your hotel, including revenue derived from the 

redemption of points or rewards under the loyalty programs in which the hotel participates, 

amounts attributable to breakfast (where the guest room rate includes breakfast), and guaranteed 

no-show revenue and credit transactions, whether or not collected, at the actual rates charged, 

less allowances for any guest room rebates and overcharges, and will not include taxes collected 

directly from patrons or guests. If there is a fire or other insured casualty at your hotel that results 

in a reduction of Gross Rooms Revenue, the Monthly Program and Monthly Royalty Fees will be 

equal to the Monthly Program and Monthly Royalty Fees forecasted on the basis of the Gross 

Rooms Revenue amount you agree on with your insurer(s). However, we have the right to 

participate with you in negotiating the value of your Gross Rooms Revenue claim with your 

insurer(s). Group booking rebates, if any, paid by you or on your behalf to third-party groups for 

group stays must be included in, and not deducted from the calculation of Gross Rooms 

Revenue. 

There will be an annual adjustment within 90 days after the end of each operating year so that the 

total Monthly Royalty Fees and Monthly Program Fees paid annually will be the same as the 

amounts determined by audit. We can require you to transmit the Monthly Royalty Fee and the 

Monthly Program Fee and all other payments required under the Franchise Agreement by wire 

transfer or other form of electronic funds transfer. You must bear all costs of wire transfer or 

other form of electronic funds transfer. 

Note 3 – We may change the amount of the Monthly Program Fee at any time. The Monthly 

Program Fee rate will not exceed the current rate plus 1% over the term of the Franchise 

Agreement. We do not apply this fee toward the cost, installation or maintenance of the 

computer reservation services equipment or training for your hotel or for you receiving 

reservations from the reservation service. The Monthly Program Fee pays for various programs 

to benefit the System, including (i) advertising, promotion, publicity, public relations, market 

research, and other marketing programs, (ii) developing and maintaining directories and Internet 

sites for System Hotels; (iii) developing and maintaining the Reservation Service systems and 

support; (iv) quality assurance programs; and (v) administrative costs and overhead related to the 

administration or direction of these projects and programs. We may create any programs, and 

allocate monies derived from Monthly Program Fees, to any regions or localities. The Monthly 

Program Fee does not cover your costs of participating in any optional marketing programs and 

promotions periodically offered by us or HWI in which you voluntarily choose to participate. 

These fees also do not cover the cost of operating the hotel in accordance with the standards in 

the Manual. 

Note 4 – You must participate in, and pay all charges related to, our and HWI’s marketing 

programs not covered by Monthly Program Fees, and all guest frequency programs we or HWI 

require, including the Hilton HHonors Worldwide guest reward programs or any successor 

programs. You must also honor the terms of any discount or promotional programs (including 

{000011-999987 00194078.DOCX; 2} 18 


any frequent guest program) that we or HWI offer to the public on your behalf, any room rate 

quoted to any guest at the time the guest makes an advance reservation, and any award guest 

certificates issued to hotel guests participating in these programs. Our affiliates’ other hotel 

brands and our affiliates’ brands may also participate in these programs. These programs are 

subject to change. You pay your share of the costs of the programs. 

Currently, these programs include the Hilton HHonors guest reward program operated by Hilton 

HHonors Worldwide, and airline and rental car company frequent user programs in which HWI 

participates. HHonors members may accumulate HHonors points with most stays for all eligible 

dollars spent at participating HHonors hotels. Guests, including non-HHonors members, can 

obtain frequent flyer mileage credit in one participating airline’s frequent flyer program per stay 

with most stays at participating HHonors hotels. HHonors members may earn both HHonors 

points and frequent flyer mileage credit for the same stay at participating HHonors hotels. 

Additionally, HHonors members may also earn additional HHonors points for using HHonors 

car rental and/or other partners in conjunction with a stay and may periodically earn additional 

point and/or mileage bonuses through promotional activity. The only room rates that are not 

eligible for HHonors point and/or mileage earnings are wholesale/tour operator packages, 

contracted airline crew rates, complimentary or barter rooms, stays on NET Group/Series 

Group/IT Group rates, contracted Entertainment or Encore rates, stays using airline percent-off 

award certificates, stays that are booked via third-party websites other than the websites of 

Hilton HHonors airline partners or stays booked via Priceline.com, Hotwire or similar booking 

channels where the hotel brand is unknown at time of purchase. HHonors members may redeem 

their accumulated points for discounted and free hotel room nights and other rewards. 

These HHonors fees are assessed on any stay for which a guest (a) earns HHonors points, (b) 

earns airline mileage credit or (c) earns both HHonors points and airline mileage credit. 

Additional HHonors bonus points that HHonors members earn as a result of promotions that 

your hotel agrees to participate in will result in an additional fee payable by your hotel based on 

a set cost per point or a percentage of the eligible guest folio, depending on the type of 

promotion. Similarly, bonus airline mileage credit that guests earn as a result of promotions that 

your hotel agrees to participate in will result in an additional fee payable by your hotel – amount 

varies by participating airline partner program. All program costs are subject to change. 

In addition to the HHonors fees outlined above, hotels are also responsible for the cost of certain 

guest amenities provided to HHonors members. Hotels must also allocate a certain percentage of 

room inventory for free night reward redemption by HHonors members as specified by the 

HHonors program. Hotels will be reimbursed for these reward redemptions on the same basis as 

other similarly situated participating hotels as specified by the HHonors program. 

PART IX 

FRANCHISEE INFORMATION 

The names of all Hilton Garden Inn franchisees in the United States and Canada and the 

addresses and telephone numbers of all their hotels as of December 31, 2011 are attached as 

Exhibit A. In addition, the name, address, business telephone number, or, if unknown, the last 

known home telephone number, of every Hilton Garden Inn franchisee who has had an outlet 

terminated, cancelled or not renewed, or otherwise voluntarily or involuntarily ceased to do 

{000011-999987 00194078.DOCX; 2} 19 


usiness under the Franchise Agreement in the United States and Canada during 2011 is attached 

as Exhibit B. 

PART X 

TERRITORY 

We grant you a non-exclusive license to use the System during the term of the Franchise 

Agreement to operate a franchised hotel at a specified location. There are no provisions in the 

standard Franchise Agreement granting you a protected area or territory. You will not receive an 

exclusive territory unless you enter into a strategic development agreement with us for a multiunit 

hotel deal, in which case granting an exclusive territory may be considered. The granting, or 

decision not to grant, an exclusive territory shall be in our sole and absolute discretion. 

We may, however, agree to give you certain specific territorial restrictions (the “Area 

Restriction”) for an area surrounding the franchised hotel and encompassing the immediate 

competitive market for the hotel as may be agreed on by the parties (the “Restrictive Area”). If 

we agree to give you an Area Restriction for your New Development or Conversion, it will 

normally be for an agreed-on time period, which is shorter than the term of the Franchise 

Agreement (the “Restrictive Period”). We will not normally grant an Area Restriction for a 

Change of Ownership or Re-licensing, although we will occasionally do so under certain unique 

circumstances. 

We do not permit the relocation of franchised hotels. You have no options, rights of first refusal 

or similar rights to acquire additional franchises. 

PART XI 

RESTRICTIONS ON SOURCES OF GOODS, SERVICES 

AND MATERIALS 

This Part describes your obligations to buy or lease goods, services and materials from us or our 

designees, from suppliers we permit you to use, or in accordance with our specifications. 

You must build, design, furnish, equip and supply your hotel in accordance with the standards 

and specifications in our Brand Standards Manual (“Manual”). We periodically review, modify, 

update and implement standards and specifications to reflect operational requirements, advances 

in technology, improved methods of manufacture, new materials and structures, new products, 

improved prices and other factors. We currently issue, modify and update specifications in the 

form of updates to the Manual. We may periodically require you to modernize, rehabilitate 

and/or upgrade your hotel’s fixtures, equipment, furnishings, furniture, signs, computer hardware 

and software and related equipment, supplies and other items to meet the then current standards 

and specifications specified in the Manual. You are responsible for the costs of implementing all 

changes required because of modifications to the standards in the Manual. 

You must comply with our standards regarding the purchase of products and services, including 

furniture, fixtures, equipment, food, operating supplies, consumable inventories, merchandise for 

resale to be used at and/or sold from the hotel, in-room entertainment, property management, 

revenue management, telecommunications and telephone systems, long distance services, 

{000011-999987 00194078.DOCX; 2} 20 


signs/environmental graphics, customer satisfaction measurement programs, uniforms, materials 

with logos, property print advertising, guest assistance program, computer networking and other 

computer and technology systems, and any and all other items used in the operation of the hotel 

(collectively, the “Supplies”), including our specifications for all Supplies. You must also 

maintain acceptable product quality ratings at your hotel and maintain the hotel in accordance 

with the Manual. In some cases, we may require you to purchase a particular brand of product 

(“Required Brand”); however, you may purchase this Required Brand from any authorized 

source of distribution. The requirements are generally contained in our manuals, but may be 

issued to you separately. 

Purchases through HWI and its Affiliates 

You must purchase HWI’s proprietary computer software, currently OnQ, from HWI. OnQ is 

explained in more detail later in this Part XI. You must purchase items bearing our logo, 

trademark or service mark from a supplier approved by us. We may derive profit from such 

sales. 

Hilton Supply Management, a wholly owned subsidiary of HWI, is a stockless distributor of 

hotel furniture, furnishings, fixtures, equipment and supplies, and certain food and beverage 

supplies. You may, but are not obligated to, purchase these items from Hilton Supply 

Management (as we specify. See Parts VII, VIII and XII). Hilton Supply Management negotiates 

lower prices with manufacturers and vendors, and then passes these savings on to you when it 

sells to you. 

You may purchase the furniture, fixtures, and equipment (“FF&E”) and other supplies for your 

hotel from any source as long as the specifications and standards in the Manual are met. 

However, in the future, we may require you to purchase FF&E and supplies from a supplier 

approved by us, or we may require you to purchase a particular brand or model of supplies or 

equipment that is available only from one source, and we may derive profit as a result of those 

purchases. 

In addition, Hilton Supply Management has various discount agreements with manufacturers and 

suppliers, under which it receives rebates and allowances based on the total volume purchased 

from the manufacturer. These volume fees include sales to franchisees by the manufacturers and 

in some cases, through suppliers. Hilton Supply Management also receives certain volume and 

national account marketing allowances from manufacturers in connection with the sale to 

franchisees of certain items, such as coffee, soft drinks, cleaning compounds, and paper products. 

In addition, Hilton Supply Management receives cash discounts for early payment on orders it 

places with manufacturers and suppliers to fill purchase orders placed with it by franchisees. 

Certain suppliers we approve (“PSDP Suppliers”) become members of our Primary Supplier 

Distribution Program (“PSDP”). 

With the exception of the required computer hardware and software, if you want to use a 

product, or a particular brand or model, that has not been specified as having met our standards, 

or if you want to purchase from an unapproved supplier an item that must be purchased from an 

approved supplier, then you can submit a written request for us to approve the product or 

{000011-999987 00194078.DOCX; 2} 21 


supplier. We may require certain information or samples which you must provide at your 

expense. We will review all of the pertinent information. While we have no obligation to respond 

within a certain timeframe, our review typically takes 30 days to complete. We do not provide 

any material benefit (such as license renewal or the grant of additional licenses) to a you based 

on a your use of designated or pre-approved suppliers (the Franchise Agreement is nonrenewable). 

We evaluate suppliers based on many factors, including: (i) the quality and cost of the products 

and/or services; (ii) the supplier’s established history in serving the System with products that 

consistently meet or exceed the standards and specifications as set forth in the Manual; (iii) the 

level of support and recognition of the supplier by us and our franchisees, as well as the System’s 

demand for those products/services; and (iv) the supplier’s ability to service the needs of the 

System and potential for active participation and support of the PSDP program. If a PSDP 

Supplier no longer meets our criteria, the PSDP Supplier’s name and materials are removed from 

the PSDP. The revenues collected from rebates, administration fees and purchasing fees are 

primarily used to offset the cost of establishing the purchasing programs and supporting the 

expenses of Hilton Supply Management. 

Signage 

You must install, display, and maintain signage displaying or containing the Brand name and 

other distinguishing characteristics in accordance with plans, specifications and standards we 

establish for System Hotels. You must purchase exterior signage from a vendor currently 

licensed by us. You may contact your Architecture & Construction representative for a current 

list. 

Computer/HSIA Systems and Services 

You must install and use our required business software and hardware system, currently known 

as OnQ (“OnQ”), which we may periodically change. Currently, the OnQ business system is 

comprised of software that includes a proprietary property management (PMS) component, a 

proprietary reservations component, a third-party revenue management component, a proprietary 

rate & inventory component, a proprietary learning management component and other 

components HWI considers necessary to support the following activities: reservations, 

distribution, sales, customer relationship management (CRM), hotel operations, and business 

intelligence gathering and analysis. The OnQ business system also requires specific hardware to 

operate the software system. Certain online training courses will be made available through the 

OnQ learning management system. 

About 90 to 120 days before your hotel opens, you must sign the agreement for OnQ (the “HITS 

Agreement”) and/or other related agreements we or our third-party vendors require, which will 

govern your access to, use of and support for this computerized system. The current HITS 

Agreement is Exhibit G to this Disclosure Document. 

You must pay us or HSS or its designated third party the related up-front fees and travel costs 

associated with configuration, installation and opening live support of these systems on receipt of 

the respective parties’ invoices, which may be from about 45 days before your hotel opens up to 

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and including the two months after the opening. The standard up-front installation fees and 

charges vary based on the size of the hotel and complexity of its operation. We determine the 

number of Systems Implementation Consultants and number of days on site based on size and 

type of hotel. 

You must also purchase certain operating system software. These items are not funded by the 

Monthly Program Fee or included in the PMS up-front charge. Examples of this software are 

Windows Server and Windows CAL licenses, malware such as antivirus and spy software and 

application database licenses such as SQL or Oracle. Where applicable, these licenses must be 

purchased through existing Enterprise agreements HWI has in place with vendors such as 

Microsoft. HWI will invoice the hotel for such purchases. You may purchase other software not 

covered by HWI Enterprise agreements from other third-party vendors. Costs of these licenses 

will vary based on size of hotel. 

Under the HITS Agreement, you must purchase all IT hardware related to the operation of the 

hotel. For the operation of the OnQ business systems, the hotel must strictly adhere to the 

specifications and standards that are established and agreed to by HWI and its respective thirdparty 

vendors. Costs and equipment will vary by hotel, but will generally include such items as 

servers, desktops, switches, printers, card readers, etc,. You must also pay the related taxes, 

tariffs and duties for the importation of the hardware. 

For operation of non-OnQ business systems, including but not limited to financial systems, point 

of sale, telephone systems, key locks, inventory, spa & health club memberships and charges, 

you are able to contract with the vendor of your choice for both the applications and associated 

hardware, subject to meeting brand standards on features and functionality. The only restriction 

would be where such applications need to interface to OnQ PMS. In those instances, the choice 

of vendor is restricted to those that have an existing interface to the OnQ PMS. These systems 

will be installed by, and fees must be paid to, the respective business system vendor. 

You must provide (at your cost) the communications vehicles necessary for the support and 

operation of OnQ, currently including wide area network (“WAN”) connections to the 

Reservations Service, electronic mail and Internet via OnQ connectivity and/or online 

connections, routers, and CSU/DSU equipment. This service is currently offered to hotels 

through a third party, Reliance Globalcom (RGC). You will be responsible for any fees that are 

assessed by RGC, or any other connectivity installation vendor designated by HSS, including 

rescheduling or cancellation fees. 

In addition to the computer hardware and software requirements for OnQ, you must provide 

high-speed internet access (“HSIA”) for all guest rooms, meeting rooms and public areas at your 

hotel in accordance with the HSIA standards of the Brand and HWI. The purchase and 

installation of the hardware and software in accordance with the Brand Manual must be arranged 

with HWI preferred providers. You must provide a dial-in-line for out-of-band equipment 

management at your own cost. 

{000011-999987 00194078.DOCX; 2} 23 


Reservation Service 

You must use the Hilton Reservation Service for reservation referrals. You must also purchase 

computer terminal equipment and software compatible for use with the Hilton Reservation 

Service. The computer equipment and software you purchase for OnQ (described in Part VII, 

above and in this Part XI) satisfies the requirement that you purchase computer equipment and 

software compatible with the Hilton Reservation Service. Although you must use the Hilton 

Reservation Service, you may also use other reservation services to refer reservations to (but not 

by or from) your hotel. 

General 

Before we permit you to proceed with your plans for construction or remodeling of the hotel, and 

any time you make changes that affect usability or access to your hotel, your architect or other 

applicable certified professional must certify to us that the hotel’s plans and specifications 

comply with all laws and applicable legal requirements related to accessibility/accommodations/ 

facilities for those with disabilities, as further described in the Manual. (See Part XII) If 

requested, you must arrange for us and HWI to participate in all progress meetings during the 

development and construction of the hotel, to have access to all contract and construction 

documents for the hotel and to have access to the hotel during reasonable business hours to 

inspect the hotel and its construction, completion, furnishing and equipment for conformity to 

the finally-approved construction documents. However, we and HWI have no obligation to 

participate in progress meetings or to inspect the hotel. Our approval is not a representation of 

the adequacy of the plans and specifications, the structural integrity, or the sufficiency of the 

mechanical and electrical systems for the hotel. When you complete construction of the hotel and 

before your hotel opens for business, your architect or general contractor must provide us with a 

certificate stating that the as-built premises complies with all applicable legal requirements 

relating to accessibility/accommodations/facilities for those with disabilities, as may be further 

described in the Manual. (See Part XII) 

During the term of the Franchise Agreement and any term extensions, we may periodically 

require you to make additional expenditures and investments to maintain your hotel in 

accordance with the System standards in the Franchise Agreement and the Manual and to remove 

any deficiencies in your hotel’s operations. 

Except as stated above, we do not negotiate purchase arrangements with suppliers for the benefit 

of franchisees. There are no purchasing or distribution cooperatives. We provide you with no 

material benefits (such as license renewal or the grant of additional licenses) based on your use 

of designated or permitted sources (the Franchise Agreement is non-renewable). Except as 

described above, we presently receive no payments, discounts, rebates, credits or commissions 

from any supplier based on your purchases from that supplier. 

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PART XII 

FRANCHISOR’S SERVICES 

Except as listed below, we are not required to provide you with any assistance. We may provide 

any of these services through our employees and representatives, through our affiliates or 

through any third-party provider we designate. 

Pre-Opening Phase Obligations 

After we approve your Application and/or you sign the Franchise Agreement, but before you 

open your business: 

1. We will loan to you a copy of our Manual, which contains mandatory and suggested 

specifications, standards and procedures. The Manual is confidential and is the property of our 

affiliate HLT International IP LLC. References to the Manual include all written standards and 

requirements that have been and are periodically developed by us in connection with the 

construction, equipping, furnishing, supplying, operating, maintaining and marketing of System 

Hotels, including your hotel. We may provide these standards and requirements in one or more 

documents or guides. All of these items, as we modify them from time to time, will be 

considered the Manual. We will periodically change the Manual. (Franchise Agreement, 

Section 6.4) 

2. Before you retain or engage an architect, interior designer, general contractor and major 

subcontractors, we will review your selection, and you must obtain our prior written consent, 

which may be conditioned on the architect, interior designer, general contractor or major 

subcontractor obtaining a performance bond from a surety on terms acceptable to us. (Franchise 

Agreement, Section 6.1.1) 

3. We will review the plans, layouts and specifications, drawings and designs for 

constructing and furnishing your hotel, including guest room areas, and grant or deny approval, 

which may be conditioned on your architect or other certified professional certifying to us that 

the Plans comply with all laws related to accessibility/accommodations/facilities for those with 

disabilities. You may not start construction until you receive our approval. Once you receive our 

approval, you may not make any changes to the plans without our advance consent. (Franchise 

Agreement, Sections 6.1.2, 6.1.3 and 6.1.4) 

4. We will review and approve or disapprove your proposed management of the hotel. 

(Franchise Agreement, Section 7.0) In evaluating the proposed management, we look at the 

proposed management organizational structure, prior experience and performance in managing 

similar first-class, full-service or focused service hotels, as well as other relevant factors. If we 

do not approve your proposed management, then we will require you to hire a professional hotel 

management company satisfactory to us to manage the hotel for at least the first year of 

operations. At the end of the year, if you request it, we will reevaluate this requirement. 

5. We will provide you with the HITS Agreement (which will be countersigned by HSS) 

before you open your hotel. The HITS Agreement governs your access to and use of OnQ, 

HWI’s proprietary computerized business system which is an integral part of the System we 

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license to you. The HITS Agreement also governs the installation and ongoing support and 

maintenance of your HSIA service. (See Computer/HSIA Systems and Services, Part XI) 

6. We will make available to you for use in your hotel various purchase, lease, or other 

arrangements with respect to exterior signs, operating equipment, operating supplies and 

furnishings, which we or HWI may have and which we make available to other Brand 

franchisees. (Franchise Agreement, Section 4.7) 

7. We will specify required and optional training programs. (Franchise Agreement, Section 

4.1) You must pay a fee for these programs and the training materials. You must also pay for 

travel, lodging and other expenses associated with training. (See Parts VII and VIII of this 

Disclosure Document). (See Training below) 

Training 

This section generally describes the training that we make available for hotels in the United 

States as of the date of issuance of this Disclosure Document. We provide relatively similar 

training for hotels in Brazil but the training schedule and courses offered will vary and the 

location of the training will also vary. 

HWI offers required training courses to those affiliated with the System for orientation and as 

part of the certification process. Employees designated to take training must complete the 

required training to our satisfaction. You must pay the costs for required and optional courses, 

along with all travel, lodging and other expenses associated with training. HWI may also charge 

for training materials. 

Your General Manager must attend our Hilton Garden Inn University (General Manager 

orientation program) before the opening of your hotel or within 120 days of assuming 

responsibility. The program familiarizes the trainee with our corporate policies, standards, 

operating systems and management values and philosophies. Perfect attendance is required to 

complete the training. This General Manager Training Program is held in Memphis, Tennessee, 

USA and must be completed to our satisfaction. 

Before the hotel opens or is converted, your Director of Sales must attend a 3 to 4 day orientation 

to our sales and marketing programs and a 3-day Customer Focused Selling (“CFS”) program, 

both held in a designated location. HWI will offer this orientation periodically based on demand. 

(See Part VIII) 

Before the opening of your hotel, all hotel staff that will be utilizing OnQ must first complete 

their respective self-paced training and provide documentation of a printed certificate. 

Under the HITS Agreement, HSS provides, at your cost, services in connection with the start up 

of OnQ. The number of Systems Implementation Consultants and number of days on site is 

determined by HWI and is based on size and type of hotel. (See Parts VII and XI of this 

Disclosure Document). As part of these required services, a HWI representative will verify that 

all front desk staff and management have successfully completed training and have passed an 

OnQ certification test by at least a minimum score of 80% for the General Manager and 80% for 

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the team. If your staff does not attain the minimum score, the opening of your hotel may be 

delayed and a rescheduling fee may be applied. 

Management staff at your hotel will conduct the staff member training program periodically at 

your hotel for your staff. Every employee must complete this training within the required 

timeframe. This training program includes topics such as: Orientation (to be completed within 14 

days of hire), Job Skills Certification (to be completed within 45 days of hire) and Delivering the 

Brand Promise Service Skills (to be completed within 60 days of hire). 

If you hire a replacement for any of the categories of personnel referred to above in this Part XI 

who must attend a training program, then that person must successfully complete the appropriate 

training program. You must pay HWI its then-current fee for the applicable training program for 

replacement trainees and for any additional persons you wish to attend a training program. 

Operational Phase Obligations 

During the operation of the franchised business we will: 

1. Directly or through one of the Entities, periodically publish and make available to the 

traveling public a directory of Brand hotels, including your hotel. Additionally, we will include 

your hotel, or cause your hotel to be included, in national or regional group advertising of Brand 

hotels, and in international, national and regional market programs offered by us or the Entities, 

all subject to and in accordance with the general practice for System Hotels. (Franchise 

Agreement, Section 4.4) 

2. Afford you access to the Reservation Service and Reservation System on the same basis 

as other Brand hotels in Brazil, so long as you are in full compliance with the material 

obligations set forth in the Franchise Agreement, including all standards set forth in the Manual. 

These services currently consist of a reservation system and database that connect your hotel to 

the Reservations Service and global distribution systems (airline reservation systems such as 

Sabre and Galileo). (Franchise Agreement, Section 4.2) However, if you are in default, we can 

suspend our obligations to you under the Franchise Agreement, including removing the listing of 

your hotel from any directories we publish and from any advertising we publish, and/or 

removing or suspending you from the Reservation System immediately on notice to you. 

(Franchise Agreement, Section 14.3) 

3. Administer a quality assurance program for the System that may include conducting 

periodic inspections of the hotel and guest satisfaction surveys and audits to ensure compliance 

with System standards. (Franchise Agreement, Section 4.5) 

In furnishing these benefits, facilities or services to you, neither we nor HWI will exercise 

control or supervision over you. Management and operation of the hotel is your sole 

responsibility and obligation. 

Advertising Information 

We will use your Monthly Program Fee (see Part VIII) to pay for various programs to benefit the 

System, including advertising, promotion, publicity, public relations, market research, and other 

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marketing programs; developing and maintaining Brand directories; developing and maintaining 

the Reservation Service systems and support; and administrative costs and overhead related to 

the administration or direction of these projects and programs. We will have the sole right to 

determine how and when we spend these funds, including sole control over the creative concepts, 

materials and media used in the programs, the placement and allocation of advertising and the 

selection of promotional programs. We may enter into arrangements for development, marketing, 

operations, administrative, technical and support functions, facilities, programs, services and/or 

personnel with any other entity, including any HWI entity and any of its affiliates. Monthly 

Program Fees are intended for the benefit of the System and will not simply be used to promote 

or benefit any one property or market. We will have no obligation in administering any activities 

paid by the Monthly Program Fee to make expenditures for you which are equivalent or 

proportionate to your payments or to ensure that the hotel benefits directly or proportionately 

from such expenditures. We may create any programs and allocate monies derived from Monthly 

Program Fees to any regions or localities as we consider appropriate in our sole judgment. The 

aggregate of Monthly Program Fees paid to us by franchisees does not constitute a trust or 

“advertising fund” and we are not a fiduciary with respect to the Monthly Program Fees paid by 

you and other franchisees. We are not obligated to expend funds in excess of the amounts 

received from franchisees using the System. If any interest is earned on unused Monthly 

Program Fees, we will use the interest before using the principal. The Monthly Program Fee does 

not cover your costs of participating in any optional marketing programs and promotions 

periodically offered by us or HWI in which you voluntarily choose to participate. These fees also 

do not cover the cost of operating your hotel in accordance with the standards in the Manual. 

(Franchise Agreement, Section 4.4.7) 

We are not required to engage in or maintain any particular advertising program, apart from our 

general obligations to periodically publish and make available to the traveling public a directory 

of all Brand hotels (including your hotel), to include your hotel in international, national or 

regional group advertising of Brand hotels, and to include your hotel in international, national 

and regional market programs (Franchise Agreement, Section 4.4.5) We use print, radio, 

television, magazines, direct mail and the Internet to advertise System Hotels. Media coverage is 

international in scope. 

You must advertise and promote your hotel and related facilities and services on a local and 

regional basis in a first-class, dignified manner, using our identity and graphics standards for all 

System Hotels, at your cost and expense. You must submit to us samples of all advertising and 

promotional materials that we have not previously approved (including any materials in digital, 

electronic or computerized form, or in any form of media that exists now or is developed in the 

future) before you produce or distribute them. You may not begin using the materials until we 

approve them. You must immediately discontinue your use of any advertising or promotional 

materials we reasonably believe is not in the best interest of your hotel or the System, even if we 

previously approved the materials. Any advertising or promotional materials, or sales or 

marketing concepts, you develop for your hotel that we approve may be used by other hotels in 

the System without any compensation to you. (Franchise Agreement, Section 5.1.7) 

You may not engage, directly or indirectly, in any cross-marketing or cross-promotion of your 

hotel with any other hotel, motel or related business without our prior written consent, except for 

Brand and Network hotels. The “Network” means the network of hotels, inns, conference 

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centers, timeshare properties and other operations which HWI and its subsidiaries and affiliates 

own, license, lease, operate or manage now or in the future. “Network Hotel” means any hotel, 

inn, conference center, timeshare property or other similar facility within the Network. There is 

no advertising council composed of Brand franchisees to advise us on advertising policies. 

You must participate in local or regional advertising cooperatives as we direct. We allocate the 

fees for these cooperatives on a fair and equitable basis among all participants. We administer 

the cooperatives and are not required to provide financial statements for the cooperatives. We 

have the power to form, change or dissolve any cooperative. 

Apart from our general obligations to include your hotel in our directories, our international, 

national or regional group advertising and marketing programs and other promotional material 

(Franchise Agreement, Section 4.4.2), we are not required to engage in or maintain any particular 

advertising program. We occasionally provide for placement of advertising on behalf of the 

entire System with international, national and local coverage. Most advertising is placed on cable 

TV, radio, newspaper, magazine, direct mail, the Internet, in the yellow pages or in our directory. 

In the past, we have hired a national agency and utilized in-house staff to create and place 

advertising. 

PART XIII 

STATUS OF TRADEMARKS AND PATENTS BEFORE INPI 

Trademark Use: Your Rights and Obligations 

We grant you a limited, nonexclusive right to use our System in the operation of a hotel at a 

specified location under the Brand “Hilton Garden Inn.” As used in the Franchise Agreement 

and this Disclosure Document, the System includes the Marks, including the Principal Mark 

“Hilton Garden Inn.” The Marks include the Brand and all other service marks, copyrights, 

trademarks, logos, insignia, emblems, symbols, and designs (whether registered or unregistered), 

slogans, distinguishing characteristics, trade names, domain names, and all other marks or 

characteristics associated or used with or in connection with the System, and similar intellectual 

property rights, that we designate to be used in the System. 

You may use the Marks only in connection with the System and only in the manner we 

designate, as set out in the Franchise Agreement and the Standards. We may designate additional 

Marks, change the way Marks are depicted, or withdraw Marks from use at any time. We will 

not withdraw the Principal Mark. We reserve the right to limit what Marks the Brand hotel may 

use. 

Your hotel will be initially known by the trade name set forth in the Franchise Agreement (the 

“Trade Name”). We may change the Trade Name at any time, but we will not change the 

Principal Mark. You may not change the Trade Name without our specific written consent. 

You must operate under and prominently display the Marks in your hotel. You may not adopt 

any other names in operating your hotel that we do not approve. You also may not use any of the 

Marks, or the words “Hilton Garden Inn” or “Hilton,” or any similar word(s) or acronyms: (a) in 

your corporate, partnership, business or trade name except as we provide in the Franchise 

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Agreement or the Manual; (b) any Internet-related name (including a domain name), except as 

we provide in the Franchise Agreement or in the Manual; or (c) any business operated separate 

from your hotel, including the name or identity of developments adjacent to or associated with 

your hotel. Any unauthorized use of the Marks will be an infringement of our rights and a 

material breach of the Franchise Agreement. 

Under the terms of the Franchise Agreement, you acknowledge and agree that you are not 

acquiring the right to use any service marks, copyrights, trademarks, logos, designs, insignia, 

emblems, symbols, designs, slogans, distinguishing characteristics, trade names, domain names 

or other marks or characteristics owned by us or licensed to us that we do not specifically 

designate to be used in the System. The Franchise Agreement does not grant you the right to use 

any other marks owned by us or our affiliates. 

Our affiliates, HLT Domestic IP LLC (“HLTDIP”) and HLT International IP LLC (“HLTIIP”) 

(each a “Trademark Owner”), hold the rights to the Marks, including the trademarks and service 

marks listed in the table below, for which applications are pending in Brazil. 

Mark 

Application 

Number 

Application Date 

Trademark 

Owner 

Franchisor’s 

Rights to Use 

Mark 

GARDEN INN (block) 825600120 07/14/2003 HLTDIP License 

GARDEN INN (design) 825600138 07/14/2003 HLTDIP License 


(block) 


(design) 

901833614 07/31/2009 HLTIIP License 


We entered into license agreements with the Trademark Owners which grant us the right to use 

the Marks and other intellectual property in connection with the System in Brazil. The term of 

the license agreements between us and the Trademark Owners continues indefinitely so long as 

each party continues to be an affiliate of HWI. The Trademark Owners have certain enforcement 

rights if we default under the license agreements, including the right to terminate the license 

agreements if we fail to cure a default within the time period specified in the license agreements. 

These enforcement rights or any other rights of the Trademark Owners to terminate the license 

agreements will not affect your right to use the intellectual property assets licensed to you under 

the Franchise Agreement as long as you are in good standing under the Franchise Agreement. 

The Trademark Owners may periodically transfer the Marks to another affiliate for 

administrative purposes, and we will continue to have a license to use the Marks in connection 

with our franchise business. 

Protection of the Marks 

We have the right to control any administrative proceedings or litigation involving a Mark 

licensed by us to you. We will have the sole right and responsibility to handle disputes with third 

parties concerning use of the Marks or the System. The protection of the Marks and their 

distinguishing characteristics as standing for the System is important to all of us. For this reason, 

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you must immediately notify us of any infringement of or challenge to your use of any of the 

Marks. You may not communicate with any other person regarding any such infringement, 

challenge or claim. We will take the action we consider appropriate with respect to such 

challenges and claims and only we have the right to handle disputes concerning the Marks or the 

System. You must fully cooperate with us in these matters. Under the terms of the Franchise 

Agreement, you appoint us as your exclusive attorney-in-fact to defend and/or settle all disputes 

of this type. You must sign any documents we believe are necessary to obtain protection for the 

Marks and the System and assign to us any claims you may have related to these matters. Our 

decision as to the prosecution, defense and settlement of the dispute will be final. All recoveries 

made as a result of disputes with third parties regarding the System or the Marks will be for our 

benefit or that of the Trademark Owner. 

PART XIV 

CERTAIN OF FRANCHISEE’S RIGHTS AND OBLIGATIONS 

ON TERMINATION OR EXPIRATION 

After the termination or expiration of the Franchise Agreement, as well as during the Term, you 

must treat as confidential the Manual, and all other information or materials concerning the 

methods, techniques, plans, specifications, procedures, information, systems and knowledge of 

and experience in the development, operation, marketing and licensing of the System (the 

“Proprietary Information”). You do not acquire any interest in the Proprietary Information other 

than the right to utilize it in the development and operation of the Hotel under the terms of the 

Franchise Agreement while it is in effect, so that you have no interest in the Proprietary 

Information after termination or expiration of the Franchise Agreement. You are required to 

maintain the absolute confidentiality of the Proprietary Information during and after the Term. 

You may not use the Proprietary Information after termination or expiration of the Franchise 

Agreement. You must adopt and implement all reasonable procedures we may periodically 

establish to prevent unauthorized use or disclosure of the Proprietary Information, including 

restrictions on disclosure to employees and the use of non-disclosure and non-competition 

clauses in agreements with employees, agents and independent contractors who have access to 

the Proprietary Information. These restrictions will not apply to any information that does not 

relate or refer in any way or part to the System, Manual, Brand and/or Marks and that you can 

demonstrate came lawfully to your attention before our disclosure or which, at the time of or 

after our disclosure, becomes a part of the public domain through lawful publication or 

communication by others. 

On early termination of the Franchise Agreement, you must pay charges, fees, and actual or 

Liquidated Damages as described in Part VIII. 

On expiration or termination of the Franchise Agreement for any reason, you must immediately 

stop holding the Hotel out to the public as a System Hotel, and take whatever action is necessary 

to assure that no use is made of any part of the System (including the Marks, all forms of 

advertising and other indicia of operation as a System Hotel), and discontinue use of all 

distinguishing indicia of System and HWI hotels, including such indicia on exterior and interior 

signs, stationery, operating equipment and supplies, Internet sites, brochures and other 

promotional material at or in connection with the Hotel or otherwise. You must return to us the 

Manual and all other proprietary materials, remove all distinctive System features of the Hotel, 

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including the primary freestanding sign down to the structural steel, and take all other actions 

(“De-identification Actions”) we require to preclude any possibility of confusion on the part of 

the public that the Hotel is still using all or any part of the System or is otherwise holding itself 

out to the public as a System Hotel. If within thirty days after the termination or expiration of the 

Franchise Agreement, you fail to comply with this obligation, you must pay us Liquidated 

Damages for failing to perform your obligations when due for each day of delay in complying 

with your obligations until full compliance is given to our satisfaction, in addition to the payment 

of all costs and expenses, including reasonable attorneys’ fees, which we and/or HWI and/or the 

Entities may incur in connection with your non-compliance. 

PART XV 

FRANCHISE AGREEMENT AND OTHER AGREEMENTS 

Exhibit D contains the Franchise Agreement and Addendum. 

Exhibit E contains the Guaranty of Franchise Agreement. 

Exhibit F contains the Hotel Project Application. 

Exhibit G contains the HITS Agreement. 

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EXHIBIT A

EXHIBIT A 


LIST OF FRANCHISES 

As of December 31, 2011, franchised hotels were in operation at the following locations in 

Canada: 

Goldencare Holdings, Ltd 

Calgary-Airport, Alberta, Canada 

2335 Pegasus Road, N.E. 

Calgary, T2E 8C3 

403-717-1999 

Singhmar Development, Inc. 

Edmonton International Airport, Alberta, 

8208 36th Street 

Leduc, T9E 0H7 

780-612-2350 

Springfield Hotels (Halifax) Inc 

Halifax Airport, Nova Scotia, Canada 

200 Pratt & Whitney Drive 

Enfield, B2T 0A2 

902-873-1400 

1507952 Ontario, Inc. 

Kitchener/Cambridge, Ontario, Canada 

746 Old Hespeler Road 

Cambridge, N3H 5L8 

519-620-8936 

IHG-Harilela Hotels, Ltd 

Montreal Airport, Quebec, Canada 

7880 Cote-De-Liesse 

Montreal, H4T 1E7 

514-788-5120 

9170-4767 Quebec Inc. 

Montreal Centre-ville, Quebec, Canada 

380 Sherbrooke St. West 

Montreal, H3A 0B1 

514-840-0010 

SMJR Holdings, Ltd. 

Niagara-on-the-Lake, Ontario, Canada 

500 York Road 

Niagara-on-the-Lake, L0S 1J0 

905-984-4200 

Bona Building & Management Company, LTD 

Ottawa Airport, Ontario, Canada 

2400 Alert Road 

Ottawa, K1V 1S1 

613-288-9001 

101015943 Saskatchewan Ltd 

Saskatoon Downtown, SK, Canada 

90-22nd Street E 

Saskatoon, S7K 3X6 

306-244-2311 

1719187 Ontario Inc. 

Toronto Airport West/Mississauga, Ontari 

1870 Matheson Blvd 

Mississauga, L4W 0B3 

905-361-6300 

Silver Hotels (YYZ) Inc. 

Toronto Airport, Ontario, Canada 

3311 Caroga Drive 

Mississauga, L4V 1A3 

905-678-0041 

92 Peter Street Inc. 

Toronto Downtown, Ontario, Canada 

92 Peter Street 

Toronto, M5V 2G5 

416-593-9200 

Alfa Hoteliers Inc. 

Toronto/Ajax, Ontario, Canada 

500 Beck Crescent 

Ajax, L1Z 1C9 

905-686-9400 

Balu Holdings Inc. 

Toronto/Brampton, ON 

2648 Steeles Avenue East 

Brampton, L6S6J9 

905-595-5151 

InnVest Hotels LP 

Toronto/Burlington, Ontario, Canada 

985 Syscon Road 

Burlington, L7L 5S3 

905-631-7000 


Toronto/City Centre, Ontario, Canada 

200 Dundas Street East 

Toronto, M5A 4R6 

416-362-7700 

{000011-999987 00194235.DOCX; 1} 1

EXHIBIT A 

1392275 Ontario, Inc. 

Toronto/Markham, Ontario, Canada 

300 Commerce Valley Dr. East 

Thornhill, L3T 7X3 

905-709-8008 

Royal Equator, Inc. 

Toronto/Mississauga, Ontario, Canada 

100 Traders Boulevard 

Mississauga, L4Z 2H7 

905-890-9110 


Toronto/Vaughan, Ontario, Canada 

3201 Highway 7 

Vaughan, L4K 5Z7 

905-660-4700 

Platinum Investments Ltd 

West Edmonton, Alberta, Canada 

17610 Stony Plain Road 

Edmonton, T5S 1A2 

780-443-2233 

Marquee Hotels, Oakville Inc. (fka Marquee 

Hotels LTD) 

Toronto/Oakville, Ontario, Canada 

2774 South Sheridan Way 

Oakville, L6J 7T4 

905-829-1145 

{000011-999987 00194235.DOCX; 1} 2

EXHIBIT A 


LIST OF FRANCHISES 

As of December 31, 2011, franchised hotels were in operation at the following locations in the 

United States: 

ALABAMA 

Apple Seven Services Southeast, L.P. 

Auburn/Opelika, AL 

2555 Hilton Garden Drive 

Auburn, AL 36830 

334-502-3500 

Stonegate HG, LLC 

Birmingham SE/Liberty Park, AL 

2090 Urban Center Parkway 

Birmingham, AL 35242 

205-503-5220 

Hanuman, LLC 

Birmingham/Lakeshore Drive, AL 

520 Wildwood Circle Drive North 


205-314-0274 

Trussville Development LLC 

Birmingham/Trussville, AL 

3230 Edwards Lake Parkway 


205-655-5222 

Apple Nine Hospitality Management, Inc. 

Dothan, AL 

171 Hospitality Lane 

Dothan, AL 36303 

334-671-7676 

Huntsville Hotel Partners, LLC 

Huntsville South/Redstone Arsenal, AL 

301 Boulevard South SW 

Huntsville, AL 35802 

256-881-4170 


Huntsville/Space Center, AL 

4801 Governors House Drive 

Huntsville, AL 35805 

256-430-1778 

Budget Inn of Daphne, Inc. 

Mobile East Bay/Daphne, AL 

29546 North Main Street 

Daphne, AL 36526 

251-625-0020 

Image Mobile Hotels, Inc 

Mobile West I-65/Airport Blvd., AL 

828 W. I-65 Service Road South 

Mobile, AL 36609 

251-544-6000 


Montgomery East, AL 

1600 Interstate Park Drive 

Montgomery, AL 36109 

334-272-2225 

CRR Hospitality, LLC 

Orange Beach, AL 

23092 Perdido Beach Boulevard 

Orange Beach, AL 36561 

251-974-1600 

Ascent Hospitality, L.L.C. 

Oxford/Anniston, AL 

280 Colonial Drive 

Oxford, AL 36203 

256-831-0083 

Gopinath, LLC 

Tuscaloosa, AL 

800 Hollywood Blvd. 

Tuscaloosa, AL 35405 

205-722-0360 

ALASKA 

Apple Six Services Anchorage I, LLC 

Anchorage, AK 

4555 Union Square Drive 

Anchorage, AK 99503 

907-729-7000 

ARIZONA 

HAN Corporation 

Flagstaff, AZ 

350 West Forest Meadows St. 

Flagstaff, AZ 86001 

928-226-8888 

{000011-999987 00194235.DOCX; 1} 3

EXHIBIT A 

Gateway Hotel LLC 

Phoenix Airport North, AZ 

3838 East Van Buren Street 

Phoenix, AZ 85008 

602-306-2323 

Monterey Bay Hospitality, LLC 

Phoenix Airport, AZ 

3422 E. Elwood St 

Phoenix, AZ 85040-1626 

602-470-0500 

Pinnacle Campus Hotel, LLC 

Phoenix North/Happy Valley, AZ 

1940 West Pinnacle Peak Road 


623-434-5556 

D.H. Ventures, LLC 

Phoenix/Avondale, AZ 

11460 West Hilton Way 

Avondale, AZ 85323 

623-882-3351 

Pacific Hospitality Trust/Phoenix Hotel, LLC 

Phoenix/Midtown, AZ 

4000 N. Central Avenue 


602-279-9811 

Apple Ten Services Scottsdale, Inc. 

Scottsdale North/Perimeter Center, AZ 

8550 East Princess Drive 

Scottsdale, AZ 85255-5469 

480-515-4944 

CSM Scottsdale, LLC 

Scottsdale Old Town, AZ 

7324 East Indian School Road 

Scottsdale, AZ 85251 

480-481-0400 


Tucson Airport, AZ 

6575 South Country Club Road 

Tucson, AZ 85706 

520-741-0505 

S2 Yuma Hotel Lessee LLC 

Yuma/Pivot Point, AZ 

310 N Madison Ave 

Yuma, AZ 85364 

928-783-1500 

ARKANSAS 

Vishwakarta, LLC 

Bentonville, AR 

2204 S.E. Walton Blvd 

Bentonville, AR 72712 

479-464-7300 

Allied Lodging, Inc. 

Conway, AR 

805 Amity Road 

Conway, AR 72032 

501-329-1444 

NE Arkansas Hospitality, LLC 

Jonesboro, AR 

2840 South Caraway Road 

Jonesboro, AR 72401 

870-931 7727 

McCain Lodging Inc. 

North Little Rock, AR 

4100 Glover Lane 

North Little Rock, AR 72117 

501-945-7444 

CALIFORNIA 

Garden Grove Lodging, LLC 

Anaheim/Garden Grove, CA 

11777 Harbor Blvd 

Garden Grove, CA 92840 

714-703-9100 

Apple Six Hospitality Management, Inc. 

Arcadia/Pasadena Area, CA 

199 North Second Avenue 

Arcadia, CA 91006 

626-574-6900 


Bakersfield, CA 

3625 Marriott Drive 

Bakersfield, CA 93308 

661-716-1000 

Mian Horizon Financial Corp. 

Calabasas, CA 

24150 Park Sorrento 

Calabasas, CA 91302 

818-591-2300 

{000011-999987 00194235.DOCX; 1} 4

EXHIBIT A 

Wave Crest Resorts III, LLC 

Carlsbad Beach, CA 

6450 Carlsbad Blvd 

Carlsbad, CA 92011 

760-476-0800 

Fresno Lodging, LLC 

Clovis, CA 

520 West Shaw Ave 

Clovis, CA 93612 

559-299-2203 

Cupertino Hospitality Associates, LLC 

Cupertino, CA 

10741 North Wolfe Road 

Cupertino, CA 95014 

408-777-8787 

Gateway Hotel Group, L.L.C. 

Fairfield, CA 

2200 Gateway Court 

Fairfield, CA 94533 

707-426-6900 


Folsom, CA 

221 Iron Point Road 

Folsom, CA 95630 

916-353-1717 

Sierra Hotel Group, LLC 

Fontana, CA 

10543 Sierra Avenue 

Fontana, CA 92337 

909-822-7300 

Paragon, LLC 

Gilroy, CA 

6070 Monterey Road 

Gilroy, CA 95020 

408-840-7000 


Irvine East/Lake Forest, CA 

27082 Towne Center Drive 

Foothill Ranch, CA 92610 

949-859-4000 

Diva Hospitality Group, Inc 

Livermore, CA 

2801 Constitution Drive 

Livermore, CA 94550 

925-292-2000 

Hotel Adventures LLC 

Los Angeles Montebello, CA 

801 N. Via San Clemente 

Montebello, CA 90640 

323-724-5900 

RB Monterey LLC 

Monterey, CA 

1000 Aguajito Road 

Monterey, CA 93940 

831-373-6141 

Camino Real Group, LLC 

Mountain View, CA 

840 E. El Camino Real 

Mountain View, CA 94040 

650-964-1700 

Reneson Napa LLC 

Napa, CA 

3585 Solano Avenue 

Napa, CA 94558 

707-252-0444 

Lewelling Hotels, Inc. 

Oakland/San Leandro, CA 

510 Lewelling Boulevard 

San Leandro, CA 94579 

510-346-5533 

Heritage Inn of Rancho Cucamonga, Inc 

Ontario/Rancho Cucamonga, CA 

11481 Mission Vista Drive 

Rancho Cucamonga, CA 91730 

909-481-1800 

Wyche Oak Park Apartments, Inc. 

Oxnard/Camarillo, CA 

2000 Solar Drive 

Oxnard, CA 93036 

805-983-8600 

HAS Holdings, LLC 

Palm Springs/Rancho Mirage, CA 

71-700 Highway 111 

Rancho Mirage, CA 92270 

760-776-9700 

HilVentures, L.P. 

Palmdale, CA 

1309 W. Rancho Vista Blvd 

Palmdale, CA 93551 

661-998-2000 

{000011-999987 00194235.DOCX; 1} 5

EXHIBIT A 

Win-River Hotel Corporation 

Redding, CA 

5050 Bechelli Lane 

Redding, CA 96002 

530-226-5111 


Roseville, CA 

1951 Taylor Road 

Roseville, CA 95661 

916-773-7171 

Apple Eight Hospitality Management, Inc. 

Sacramento-South/Natomas, CA 

2540 Venture Oaks Way 

Sacramento, CA 95833-3200 

916-568-5400 

Geweke VI, LP 

Sacramento/Elk Grove, CA 

9241 Laguna Springs Drive 

Elk Grove, CA 95758 

916-691-1900 

Ashika, LLC 

San Bernardino, CA 

1755 S Waterman Ave 

San Bernardino, CA 92408 

909-806-4040 

Torrey Suites L.P. 

San Diego/Del Mar, CA 

3939 Ocean Bluff Ave 

San Diego, CA 92130 

858-720-9500 

Apple Seven Hospitality Management, Inc. 

San Diego/Rancho Bernardo, CA 

17240 Bernardo Center Drive 

San Diego, CA 92128 

858-676-1660 


San Francisco-Airport North, CA 

670 Gateway Blvd 

South San Francisco, CA 94080 

650-872-1515 

765 Airport Boulevard, LP 

San Francisco-Airport/Burlingame, CA 

765 Airport Blvd. 

Burlingame, CA 94010 

650-347-7800 

APF Emeryville Leaseco Inc. 

San Francisco/Oakland Bay Bridge, CA 

1800 Powell Street 

Emeryville, CA 94608 

510-658-9300 


San Jose/Milpitas, CA 

30 Ranch Drive 

Milpitas, CA 95035 

408-719-1313 

K Partners Pismo Beach, LP 

San Luis Obispo/Pismo Beach, CA 

601 James Way 

Pismo Beach, CA 93449 

805-773-6020 

BridgePointe Hotel Group, LLC 

San Mateo, CA 

2000 Bridgepointe Circle 

San Mateo, CA 94404 

650-522-9000 

417 Aviation Blvd., LLC 

Sonoma County Airport, CA 

417 Aviation Blvd 

Santa Rosa, CA 95403 

707-545-0444 

MLQ MB Hotels 2011, L.L.C. 

Valencia at Six Flags, CA 

27710 The Old Road 

Valencia, CA 91355-1053 

661-254-8800 

JSAK Victorville Partnership, LP 

Victorville, CA 

12603 Mariposa Road 

Victorville, CA 92395 

760-952-1200 

COLORADO 

Powers Inn, LLC 

Colorado Springs Airport, CO 

2035 Aerotech Drive 

Colorado Springs, CO 80916 

719-622-0300 

IA Urban Hotels Colorado Springs TRS, L.L.C. 

Colorado Springs, CO 

1810 Briargate Parkway 

Colorado Springs, CO 80920 

719-598-6866 

{000011-999987 00194235.DOCX; 1} 6

EXHIBIT A 

Apple Ten Hospitality Management, Inc. 

Denver Downtown, CO 

1400 Welton Street 

Denver, CO 80202 

303-603-8000 

RBK Denver Tech LLC 

Denver Tech Center, CO 

7675 East Union Ave. 


303-770-4200 

Gateway Hotel, LLC 

Denver-Airport, CO 

16475 East 40th Circle 

Aurora, CO 80011 

303-371-9393 

CPI-Sage Hotels Lessee, LLC 

Denver-South/Meridian, CO 

9290 Meridian Boulevard 

Englewood, CO 80112 

303-824-1550 

Cherry Creek Lodging, LLC 

Denver/Cherry Creek, CO 

600 S. Colorado Blvd. 


303-754-9800 


Denver/Highlands Ranch, CO 

1050 Plaza Drive 

Highlands Ranch, CO 80126 

303-683-4100 

Summit Hotel TRS 032, LLC 

Fort Collins, CO 

2821 East Harmony Road 

Fort Collins, CO 80528 

970-225-2900 

CONNECTICUT 

KF (Danbury), LLC 

Danbury, CT 

119 Mill Plain Road 

Danbury, CT 06811 

203-205-2000 

Barclay Hospitality Services, Inc. 

Hartford North/Bradley Intl Arpt, CT 

555 Corporate Drive 

Windsor, CT 06095 

860-688-6400 

HERSHA PRA TRS, Inc. 

Hartford South/Glastonbury, CT 

85 Glastonbury Boulevard 

Glastonbury, CT 06033 

860-659-1025 

MCRS Milford Tenant LLC 

Milford, CT 

291 Old Gate Lane 

Milford, CT 06460 

203-783-9988 

Groton Hospitality, LLC 

Mystic/Groton, CT 

224 Gold Star Highway 

Groton, CT 06340 

860-445-6800 

Widewaters New Castle Norwalk Company, LLC 

Norwalk, CT 

560 Main Avenue 

Norwalk, CT 06851 

203-523-4000 

Widewaters New Castle Shelton Company, LLC 

Shelton, CT 

25 Old Stratford Road 

Shelton, CT 06484 

203-447-1000 

DISTRICT OF COLUMBIA 

IA Urban Hotels Washington DC Franklin TRS, 

L.L.C. 

Washington DC Downtown 

815 14th Street N.W. 

Washington, DC 20005 

202-783-7800 

Palmetto Hospitality of Washington DC, LLC 

Washington, DC/U.S. Capitol 

1225 First Street NE 

Washington, DC 20002 

202-408-4870 

DELAWARE 

44 Aasha Hospitality Associates, LLC 

Dover, DE 

1706 N. DuPont Hwy 

Dover, DE 19901 

302-674-3784 

{000011-999987 00194235.DOCX; 1} 7

EXHIBIT A 

FLORIDA 

Boca Lodging, LLC 

Boca Raton, FL 

8201 Congress Avenue 

Boca Raton, FL 33487 

561-988-6110 

Embassy Investment V, LLC 

Daytona Beach-Airport, FL 

189 Midway Avenue 

Daytona Beach, FL 32114 

386-944-4000 

Miramar Lodging, LLC 

Fort Lauderdale SW/Miramar, FL 

14501 Hotel Road 

Miramar, FL 33027 

954-438-7700 

COED-Stirling Road, LLC 

Fort Lauderdale/Hollywood Arpt, FL 

180 SW 18th Avenue 

Dania, FL 33004 

954-924-9204 

FMA Hospitality LP I 

Fort Myers Airport/FGCU, FL 

16410 Corporate Commerce Way 

Fort Myers, FL 33913 

239-210-7200 

GECMC 2006-C1 University Drive, LLC 

Ft. Myers, FL 

12600 University Drive 

Fort Myers, FL 33907 

239-790-3500 


Gainesville, FL 

4075 SW 33rd Place 

Gainesville, FL 32608 

352-338-1466 

San Marco Hotel Partners, L.L.C. 

Jacksonville Downtown/Southbank, FL 

1201 Kings Avenue 

Jacksonville, FL 32207 

904-396-6111 

Ashford TRS Pool II LLC 

Jacksonville JTB/Deerwood Park, FL 

9745 Gate Parkway North 


904-997-6600 

Embassy Investment IV, LLC 

Jacksonville-Airport, FL 

13503 Ranch Road 


904-421-2700 

Akhil Hospitality, LLC 

Jacksonville/Orange Park, FL 

145 Park Avenue 

Orange Park, FL 32073 

904-458-1577 

Sawgrass Hotel Partners, Ltd 

Jacksonville/Ponte Vedra, FL 

45 PGA Tour Boulevard 

Ponte Vedra Beach, FL 32082 

904-280-1661 

Lake Mary Hotel Associates, L.P. 

Lake Mary, FL 

705 Currency Circle 

Lake Mary, FL 32746 

407-531-9900 

Beechwood Lakeland Hotel, LLC 

Lakeland, FL 

3839 Don Emerson Drive 

Lakeland, FL 33811 

863-647-0066 

36th Street Two, LLC 

Miami Airport West, FL 

3550 NW 74th Ave 

Miami, FL 33122 

305-629-7701 


Orlando at Seaworld 

6850 Westwood Boulevard 

Orlando, FL 32821 

407-354-1500 

Buffalo Orlando I, LLC 

Orlando International Dr. North, FL 

5877 American Way 


407-363-9332 

LAXMI Augusta National Hotel, Ltd 

Orlando-Airport, FL 

7300 Augusta National Drive 


407-240-3725 

{000011-999987 00194235.DOCX; 1} 8

EXHIBIT A 

Avista Properties VII, Inc. 

Orlando-East UCF, FL 

1959 N. Alafaya Trail 


407-992-5000 

MPK Investments, Inc. 

Orlando/Lake Buena Vista, FL 

11400 Marbella Palm Ct. 


407-239-9550 

Gardens Pointe Development LLC 

Palm Beach Gardens, FL 

3505 Kyoto Gardens Drive 

Palm Beach Gardens, FL 33410 

561-6945833 

Palm Coast Investors of Duluth, LLC 

Palm Coast/Town Center, FL 

55 Town Center Boulevard 

Palm Coast, FL 32164 

386-586-2463 

Panama City Hospitality Group, LLC 

Panama City, FL 

1101 US Highway 231 

Panama City, FL 32405 

850-392-1093 

Cobbletel, LLC 

Pensacola Airport/Medical Center 

1144 Airport Boulevard 

Pensacola, FL 32504 

850-479-8900 

PSL Hotel Investors, LLC 

Port St. Lucie/PGA Village, FL 

8540 Commerce Centre Drive 

Port Saint Lucie, FL 34986 

772-871-6850 

THI IV Sarasota SHGI Lessee, LLC 

Sarasota-Bradenton Airport, FL 

8270 N Tamiami Trail 

Sarasota, FL 34243 

941-552-1100 

Embassy Investments - St Augustine Beach LLC 

ST. AUGUSTINE BEACH, FL 

401 A1A Beach Boulevard 

Saint Augustine, FL 32080 

904-471-5559 


TALLAHASSEE CENTRAL, FL 

1330 Blairstone Road 

Tallahassee, FL 32301 

850-893-8300 


Tallahassee, FL 

3333 Thomasville Road 

Tallahassee, FL 32308 

850-385-3553 

MHG of Tampa-Westshore, Florida #3, LLC 

Tampa Airport/Westshore, FL 

5312 Avion Park Drive 

Tampa, FL 33607 

813-289-2700 

S.A.I.L. Hotel Properties, LLC 

TAMPA NORTHWEST/OLDSMAR, FL 

4052 Tampa Road 

Oldsmar, FL 34677 

813-891-9990 

GI Tampa Opco, Inc. 

Tampa-East/Brandon, FL 

10309 Highland Manor Drive 


813-626-6700 

JPMCC 2006-LDP6 Temple Terrace, LLC 

TAMPA-NORTH, FL 

13305 Tampa Oaks Blvd 

Temple Terrace, FL 33637 

813-342-5000 

IA Orchard Hotels Tampa TRS, L.L.C. 

Tampa-Ybor Historic District, FL 

1700 East 9th Avenue 


813-769-9267 

Crescent Park Hotel, LLC 

Tampa/Riverview/Brandon 

4328 Garden Vista Drive 

Riverview, FL 33578 

813-626-6610 

RLJ III - HG West Palm Beach Airport Lessee, 

LLC 

West Palm Beach Airport, FL 

1611 Worthington Road 

West Palm Beach, FL 33409 

561-472-5956 

{000011-999987 00194235.DOCX; 1} 9

EXHIBIT A 

GEORGIA 

Albany Holdings, LLC 

Albany, GA 

101 S Front Street 

Albany, GA 31701 

229-888-1590 

Classic City Hotel Company 

Athens Downtown, GA 

390 East Washington Street 

Athens, GA 30601 

706-353-6800 

Airport Developments, LLC 

Atlanta Airport North, GA 

3437 Bobby Brown Parkway 

East Point, GA 30344 

404-477-6600 

Millennium Atlanta Airport Hotel, LLC 

Atlanta Airport/Millennium Center, GA 

2301 Sullivan Road 

College Park, GA 30337 

404-766-0303 

Legacy Pavilion, LLC 

Atlanta Downtown, GA 

275 Baker Street 

Atlanta, GA 30313 

404-577-2001 

NDR Enterprises at Stonecrest, LLC 

Atlanta East/Stonecrest, GA 

7890 Mall Ring Road 

Lithonia, GA 30038 

678-526-1000 


Atlanta North/Alpharetta, GA 

4025 Windward Plaza 

Alpharetta, GA 30005 

770-360-7766 

Vision Atlanta Kennesaw, LLC 

Atlanta NW/Kennesaw Town Center, GA 

895 Cobb Place Boulevard 

Kennesaw, GA 30144 

678-322-1140 

Garden Hospitality VI, LLLP 

Atlanta NW/Wildwood, GA 

3045 Windy Hill Road 


770-953-8850 

Shree Vinayak, LLC 

Atlanta South/McDonough, GA 

95 Highway 81 West 

McDonough, GA 30253 

678-827-7200 

Deep Hospitality, LLC 

Atlanta West/Lithia Springs, GA 

110 Interstate West Parkway 

Lithia Springs, GA 30122 

770-949-8980 

Summit Hotel TRS 096, LLC 

Atlanta-Gwinnett/Sugar Loaf, GA 

2040 Sugarloaf Circle 

Duluth, GA 30097 

770-495-7600 

Garden Hospitality III 

Atlanta-North/Johns Creek, GA 

11695 Medlock Bridge Road 

Johns Creek, GA 30097 

770-476-1966 

Garden Hospitality V, L. P. 

Atlanta-Northpoint, GA 

10975 Georgia Lane 

Alpharetta, GA 30022 

678-566-3900 


Atlanta-Perimeter Center, GA 

1501 Lake Hearn Drive 


404-459-0500 

Apsilon Management - Peachtree City LLC 

Atlanta/Peachtree City, GA 

2010 North Commerce Drive 

Peachtree City, GA 30269 

678-827-8400 

Stevens Creek Hospitality, Inc. 

Augusta, GA 

1065 Stevens Creek Road 

Augusta, GA 30907 

706-739-9990 

Cartersville Paradise Group, Inc. 

Cartersville, GA 

24 Liberty Drive 

Cartersville, GA 30121 

770-382-9787 

{000011-999987 00194235.DOCX; 1} 10

EXHIBIT A 

Cascade Hotels, LLC 

Columbus, GA 

1500 Bradley Lakes Boulevard 

Columbus, GA 31904 

706-660-1000 

Empire Lodging Investment Group, Inc. 

Gainesville, GA 

1735 Browns Bridge Road 

Gainesville, GA 30501 

770-532-3396 


Macon/Mercer University, GA 

1220 Stadium Drive 

Macon, GA 31204 

478-741-5527 

NP Savannah Ventures II, LLC 

Savannah Historic District, GA 

321 West Bay Street 

Savannah, GA 31401 

912-721-5000 

NP Savannah Midtown, LLC 

Savannah Midtown, GA 

5711 Abercorn Street 


912-652-9300 

Apple Eight Services Savannah, Inc. 

Savannah/Airport, GA 

80 Clyde E. Martin Drive 


912-964-5550 

Hilgard, LLC 

Tifton, GA 

201 Boo Drive 

Tifton, GA 31793 

229-382-8484 

A & M Hospitalities, L.L.C. 

Valdosta, GA 

1702 Gornto Drive 

Valdosta, GA 31601 

229-219-1011 

Legendary Hospitality, L.L.C. 

Warner Robins, GA 

207 North Willie Lee Pkwy 

Warner Robins, GA 31093 

478-971-1550 

IDAHO 

Glen & Peggy Black Family , LP 

Boise Spectrum, ID 

7699 West Spectrum Street 

Boise, ID 83709 

208-376-1000 

Eagle River Hotel, LLC 

Boise/Eagle, ID 

145 E. Riverside Drive 

Eagle, ID 83616 

208-938-9600 

B & T HOTELS II, LLC 

Idaho Falls, ID 

700 Lindsay Blvd 

Idaho Falls, ID 83402 

208-522-9500 

GI-Twin Falls, LLC 

Twin Falls, ID 

1741 Harrison Street North 

Twin Falls, ID 83301 

208-733-8500 

ILLINOIS 

Addison Hotels L.L.C. 

Addison, IL 

551 North Swift Road 

Addison, IL 60101 

630-691-0500 

Illini Hospitality LLC 

Champaign/Urbana, IL 

1501 S. Neil Street 

Champaign, IL 61820 

217-352-9970 

HFP Hotel Owner I, LLC 

Chicago Downtown/Magnificent Mile, IL 

10 E. Grand Avenue 

Chicago, IL 60611 

312-595-0000 


Chicago North Shore/Evanston 

1818 Maple Avenue 

Evanston, IL 60201 

847-475-6400 

{000011-999987 00194235.DOCX; 1} 11

EXHIBIT A 

Apple Ten Services OHare, Inc. 

Chicago O'Hare Airport, IL 

2930 South River Road 

Des Plaines, IL 60018 

847-296-8900 

RLJ II-HG Midway Lessee, LLC 

Chicago/Midway Airport, IL 

6530 S. Cicero Avenue 

Bedford Park, IL 60638 

708-496-2700 

Tinley Inn, LLC 

Chicago/Tinley Park, IL 

18335 LaGrange Rd 

Tinley Park, IL 60487 

708-429-2266 

Charles F. Keller 

Effingham, IL 

1301 Avenue of Mid America 

Effingham, IL 62401 

217-540-7777 


Hoffman Estates, IL 

2425 Barrington Road 

Hoffman Estates, IL 60195 

847-277-7889 

Riverstone Note I, LLC 

Kankakee, IL 

455 Riverstone Parkway 

Kankakee, IL 60901 

815-932-4444 


Lake Forest/Mettawa, IL 

26225 North River Woods Boulevard 

Lake Forest, IL 60045 

847-735-8374 


Naperville/Warrenville, IL 

28351 Dodge Drive 

Warrenville, IL 60555 

630-393-3223 

Rockford Lodging Investors II, LLC 

Rockford, IL 

7675 Walton Street 

Rockford, IL 61108 

815-229-3322 


Schaumburg, IL 

1191 Woodfield Road 

Schaumburg, IL 60173 

847-524-0455 

Tres Amigos Properties, LLC 

Springfield, IL 

3100 S. Dirksen Parkway 

Springfield, IL 62703 

217-529-7171 

St. Charles Hotel, LLC 

St. Charles, IL 

4070 East Main Street 

Saint Charles, IL 60174 

630-584-0700 

D & D Lodging, L.L.C. 

St. Louis Shiloh/O'Fallon, IL 

360 Regency Park Drive 

O'Fallon, IL 62269 

618-624-4499 

INDIANA 

RLJ II - HG Bloomington Lessee, LLC 

Bloomington, IN 

245 North College Avenue 

Bloomington, IN 47403 

812-331-1335 

Chesterton Gardens, Limted Partnership 

Chesterton, IN 

501 Gateway Boulevard 

Chesterton, IN 46304 

219-983-9500 

J Enterprises Inn of Edinburgh, LLC 

Columbus/Edinburgh, IN 

12210 N Executive Dr 

Edinburgh, IN 46124 

812-526-8600 

Jai Shree Krishna, LLC 

Elkhart, IN 

3401 Plaza Court 

Elkhart, IN 46514 

574-970-4444 

Encore Hotel Partners I of Evansville, LLC 

Evansville, IN 

220 Eagle Crest Drive 

Evansville, IN 47715 

812-476-4000 

{000011-999987 00194235.DOCX; 1} 12

EXHIBIT A 

Coventry Hospitality, LLC 

Fort Wayne, IN 

8615 US 24 West 

Fort Wayne, IN 46804 

260-435-1777 

Reagan Express Hotel Partners, LLC 

Indianapolis Airport, IN 

8910 Hatfield Dr. 

Indianapolis, IN 46231 

317-856-9100 

First IND, LLC 

Indianapolis Downtown, IN 

10 East Market Street 


317-955-9700 

Hamilton Hotel Partners, LLC 

Indianapolis Northeast/Fishers, IN 

9785 North by Northeast Blvd 

Fishers, IN 46037 

317-577-5900 

Choice Inn of Claybrooke Commons, LLC 

Indianapolis South/Greenwood, IN 

5255 Noggle Way 


317-888-4814 

Meridian Hotel Partners, LLC 

Indianapolis/Carmel, IN 

13090 Pennsylvania Street 

Carmel, IN 46032 

317-581-9400 

Intech Hotel Partners, LLC 

Indianapolis/Northwest, IN 

6930 Intech Blvd 


317-288-6060 


Merrillville, IN 

7775 Mississippi St 

Merrillville, IN 46410 

219-769-7100 

The Inn at Saint Mary's Partners, LP 

South Bend, IN 

53995 Indiana State Route 933 

South Bend, IN 46637 

574-232-7700 

Terre Haute Hotel Partners, LLC 

Terre Haute, IN 

750 Wabash Avenue 

Terre Haute, IN 47807 

812-234-8900 

Wabash Landing Hotel Associates, LLC 

West Lafayette Wabash Landing, IN 

356 East State Street 

West Lafayette, IN 47906 

765-743-2100 

IOWA 

Cyclone Holdings, LLC 

Ames, IA 

1325 Dickinson Ave 

Ames, IA 50014 

515-233-8000 

Orchestrate Management Associates II, LLC 

Des Moines/Urbandale, IA 

8600 Northpark Drive 

Johnston, IA 50131 

515-270-8890 

Dubuque Casino Hotel, LLC 

Dubuque Downtown, IA 

1801 Greyhound Park Drive 

Dubuque, IA 52001 

563-585-5200 

23rd Street Hotel Associates, LLC 

Omaha East/Council Bluffs, IA 

2702 Mid America Drive 

Council Bluffs, IA 51501 

712-309-9000 

MLRH, LLC 

Sioux City Riverfront, IA 

1132 Larsen Park Road 

Sioux City, IA 51103 

712-255-4200 

Great Plains Lodging VI, LLC 

West Des Moines, IA 

205 South 64th Street 

West Des Moines, IA 50266 

515-223-0571 

{000011-999987 00194235.DOCX; 1} 13

EXHIBIT A 

KANSAS 

KCK Hotel Group, LLC 

Kansas City/Kansas, KS 

520 Minnesota Avenue 

Kansas City, KS 66101 

913-342-7900 

HCW-Manhattan, LLC 

Manhattan, KS 

410 South 3rd Street 

Manhattan, KS 66502 

785-532-9116 

FCH Overland Park, LLC 

OVERLAND PARK, KS 

5800 College Boulevard 

Overland Park, KS 66211 

913-345-2661 

RB Wichita LLC 

WICHITA, KS 

2041 North Bradley Fair Parkway 

Wichita, KS 67206 

316-219-4444 

KENTUCKY 

BG Lodging, LLC 

Bowling Green, KY 

1020 Wilkinson Trace 

Bowling Green, KY 42103 

270-781-6778 

FCLC Lexington, LLC 

Lexington, KY 

1973 Plaudit Place 

Lexington, KY 40509 

859-543-8300 

Gleneagles Hotel Company, LLC 

Lexington/Georgetown, KY 

110 Grandstand Drive 

Georgetown, KY 40324 

502-863-0099 

Central Avenue Hotel Associates, LLC 

Louisville Airport, KY 

2735 Crittenden Drive 

Louisville, KY 40209 

502-637-2424 

W2007 EQI Louisville Partnership, L.P. 

Louisville-East, KY 

1530 Alliant Avenue 


502-297-8066 

Fenley HG, LLC 

Louisville/Northeast, KY 

9850 Park Plaza Avenue 


502-423-0018 

LOUISIANA 

FWH Baton Rouge, LLC 

Baton Rouge Airport, LA 

3330 Harding Boulevard 

Baton Rouge, LA 70807 

225-357-6177 

Advance Hotel Investments, L.L.C. 

Covington/Mandeville, LA 

350 Holiday Square Boulevard 

Covington, LA 70433 

985-327-7118 


Lafayette/Cajundome, LA 

2350 West Congress Street 

Lafayette, LA 70506 

337-291-1977 

RLJ III - HG New Orleans Convention Center 

Lessee, LLC 

New Orleans Convention Center, LA 

1001 S. Peters Street 

New Orleans, LA 70130 

504-525-0044 

EFL Hotel Operating Company, LLC 

New Orleans French Qtr/Ctl Bus Dist, LA 

821 Gravier Street 

New Orleans, LA 70130 

504-324-6000 

Williams Kenner Hotel Associates, LLC 

New Orleans-Airport, LA 

4535 Williams Boulevard 

Kenner, LA 70065 

504-712-0504 

Prince Preferred Hotels Shreveport LLC 

Shreveport, LA 

5971 Financial Plaza 

Shreveport, LA 71129 

318-686-0148 

{000011-999987 00194235.DOCX; 1} 14

EXHIBIT A 


West Monroe, LA 

400 Mane Street 

West Monroe, LA 71291 

318-398-0653 

MAINE 

RiverWatch, LLC 

Auburn Riverwatch, ME 

14 Great Falls Plaza 

Auburn, ME 04210 

207-784-4433 

Dublin 5, LLC 

Bangor, ME 

250 Haskell Road 

Bangor, ME 04401 

207-262-0099 

Dover Properties, LLC 

Freeport Downtown, ME 

5 Park Street 

Freeport, ME 04032 

207-865-1433 

Olympia Equity Investors V, LLC 

Portland Downtown Waterfront, ME 

65 Commercial Street 

Portland, ME 04101 

207-780-0780 

Widewaters New Castle Portland Company, LLC 

Portland-Airport, ME 

145 Jetport Boulevard 

Portland, ME 04102 

207-828-1117 

MARYLAND 

Nitin Patel, Pankaj Patel, Sandip Patel, Jaydip 

Pa 

Aberdeen, MD 

1050 Beards Hill Road 

Aberdeen, MD 21001 

410-272-1777 


Annapolis, MD 

305 Harry S. Truman Parkway 

Annapolis, MD 21401 

410-266-9006 

Harbor East Parcel B-Hotel, LLC 

Baltimore Inner Harbor, MD 

625 S. President Street 

Baltimore, MD 21202 

410-234-0065 

HHC TRS Baltimore LLC 

Baltimore Washington Airport, MD 

1516 Aero Drive 

Linthicum, MD 21090 

410-691-0500 

BPG Hotel XIII Operating Tenant, LLC 

Baltimore/Arundel Mills, MD 

7491-A New Ridge Road 

Hanover, MD 21076 

410-878-7200 

Tayside Properties, LLC 

Baltimore/White Marsh, MD 

5015 Campbell Boulevard 

Baltimore, MD 21236 

410-427-0600 

Columbia Investors Group, Inc. 

Columbia, MD 

8241 Snowden River Parkway 

Columbia, MD 21045 

410-750-3700 

Frederick Hotel Partners, LLC 

Frederick, MD 

7226 Corporate Court 

Frederick, MD 21703 

240-566-1500 

Kent Narrows Properties, LLC 

Kent Island, MD 

3206 Main Street 

Grasonville, MD 21638 

410-827-3877 

Red Run Lodging, LP 

Owings Mills, MD 

4770 Owings Mills Blvd 

Owings Mills, MD 21117 

410-654-0030 

Fallsgrove Hotel Associates, LLC 

Rockville-Gaithersburg, MD 

14975 Shady Grove Rd. 

Rockville, MD 20850 

240-507-1800 

{000011-999987 00194235.DOCX; 1} 15

EXHIBIT A 


Silver Spring North, MD 

2200 Broadbirch Drive 

Silver Spring, MD 20904 

301-622-3333 

Solomons Hotel Partners, LLC 

Solomons, MD 

13100 Dowell Road 

Dowell, MD 20629 

410-326-0303 

St. Charles Hospitality, LLC 

Waldorf, MD 

10385 O'Donnell Place 

Waldorf, MD 20603 

240-222-0000 

MD Shamin Hospitality, LLC 

Washington DC/Greenbelt, MD 

7810 Walker Drive 

Greenbelt, MD 20770 

301-474-7400 

Bethesda Hotel Associates, LLC 

Washington, DC/Bethesda, MD 

7301 Waverly Street 

Bethesda, MD 20814 

301-654-8111 

MASSACHUSETTS 

IA Urban Hotels Burlington TRS, L.L.C. 

Boston/Burlington, MA 

5 Wheeler Road 

Burlington, MA 01803 

781-272-8800 

Capstar Waltham Lessee, LLC 

Boston/Waltham, MA 

420 Totten Pond Road 

Waltham, MA 02451 

781-890-0100 

True North Hotel Group, Inc. 

Devens, MA 

59 Andrews Parkway 

Devens, MA 01434 

978-772-0600 

Plymouth Hotel Investment, LLC 

Plymouth, MA 

Four Home Depot Drive 

Plymouth, MA 02360 

508-830-0200 

Paul C. and Peter Picknelly (to form LLC) 

Springfield, MA 

800 Hall of Fame Avenue 

Springfield, MA 01105 

413-886-8000 

Fargo Management, LLC 

Worcester, MA 

35 Major Taylor Boulevard 

Worcester, MA 01608 

508-753-5700 

MICHIGAN 

Detroit Airport Hotel Limited Partnership 

Detroit-Metro Airport, MI 

31800 Smith Road 

Romulus, MI 48174 

734-727-6000 

Southfield Grand Hospitality, Inc. 

Detroit-Southfield, MI 

26000 American Drive 

Southfield, MI 48034 

248-357-1100 

351 Gratiot Avenue Holdings, LLC 

Detroit/Downtown, MI 

351 Gratiot Avenue 

Detroit, MI 48226 

313-967-0900 


Detroit/Novi, MI 

27355 Cabaret Drive 

Novi, MI 48377 

248-348-3840 

JPMM Hospitality, LLC 

Plymouth, MI 

14600 N. Sheldon Road 

Plymouth, MI 48170 

734-354-0001 

MINNESOTA 

F&P Hotel Group, LLC 

Mankato Downtown, MN 

20 Civic Center Plaza 

Mankato, MN 56001 

507-344-1111 

{000011-999987 00194235.DOCX; 1} 16

EXHIBIT A 

First Global, LLC 

Minneapolis Downtown, MN 

1101 4th Avenue South 

Minneapolis, MN 55404 

612-339-6633 

HGIE, LLC 

Minneapolis-Eagan, MN 

1975 Rahncliff Court 

Eagan, MN 55122 

651-686-4605 

HGIB, LLC 

Minneapolis/Bloomington, MN 

5140 American Blvd West 

Bloomington, MN 55437 

952-831-1012 

FCH Eden Prairie, LLC 

Minneapolis/Eden Prairie, MN 

6330 Point Chase 

Eden Prairie, MN 55344 

952-995-9000 

Maple Grove Lodging Investors, LLC 

Minneapolis/Maple Grove, MN 

6350 Vinewood Lane 

Maple Grove, MN 55311 

763-509-9500 

Forstrom and Torgerson HS, LLC 

Minneapolis/St. Paul-Shoreview, MN 

1050 Gramsie Road 

Shoreview, MN 55126 

651-415-1956 

GAC Development LLC 

Rochester-Downtown, MN 

225 South Broadway 

Rochester, MN 55904 

507-285-1234 

SP Hotels LLC 

St. Paul City Center, MN 

411 Minnesota Street 

Saint Paul, MN 55101 

651-291-8800 

First NFB, LLC 

St. Paul/Oakdale, MN 

420 Inwood Avenue 

Oakdale, MN 55128 

651-735-4100 

MISSISSIPPI 

CPX Gulfport OPAG, LLC 

Gulfport, MS 

14108 Airport Rd 

Gulfport, MS 39503 

228-863-4996 

Ramkrupa of America, Inc. 

Hattiesburg, MS 

133 Plaza Dr 

Hattiesburg, MS 39402 

601-261-3770 

King Edward Tenant LLC 

Jackson/Downtown, MS 

235 West Capitol Street 

Jackson, MS 39201 

601-353-5464 

Mississippi Management, Inc. 

Jackson/Madison, MS 

320 New Mannsdale Road 

Madison, MS 39110 

601-420-0442 

Encore/Neelam Hotel Interests, LLC 

Jackson/Pearl, MS 

438 Riverwind Drive 

Pearl, MS 39208 

601-933-1174 

MA, Inc. 

Memphis/Southaven, MS 

6671 Towne Center Loop 

Southaven, MS 38671 

662-349-0277 

Queen City Properties, Inc 

Meridian, MS 

109 US Highway 11 and 80 

Meridian, MS 39301 

601-485-3506 

Certified Hospitality Corporation 

Starkville, MS 

975 HWY 12 East 

Starkville, MS 39759 

662-615-9664 

Master Hospitality Development Services, LLC 

Tupelo, MS 


Tupelo, MS 38804 

662-718-5500 

{000011-999987 00194235.DOCX; 1} 17

EXHIBIT A 

MISSOURI 

KCP Hospitality Inc. 

Columbia, MO 

3300 Vandiver Drive 

Columbia, MO 65202 

573-814-5464 

IHP Limited Partnership 

Independence, MO 

19677 East Jackson Drive 

Independence, MO 64057 

816-350-3000 

SC Joplin 32, LLC 

Joplin, MO 

2644 East 32nd Street 

Joplin, MO 64804 

417-206-6700 

O'Reilly Hospitality II, LLC 

Springfield, MO 

4155 South Nature Center Way 

Springfield, MO 65804 

417-875-8800 

NorthPark Partners Hotel, LLC 

St. Louis Airport, MO 

4450 Evans Place 

Saint Louis, MO 63134 

314-521-6444 

Chesterfield Grove Hotel Partnership, LLC 

St. Louis/Chesterfield, MO 

16631 Chesterfield Grove Rd 

Chesterfield, MO 63005 

636-532-9400 

WingHaven Hotel Partners, LLC 

St. Louis/O'Fallon, MO 

2310 Technology Dr. 

O'Fallon, MO 63368 

636-625-2700 

MONTANA 

JWT Hospitality Group Billings, LLC 

Billings, MT 

2465 Grant Road 

Billings, MT 59102 

406-655-8800 

Bozeman Lodging Investors LLC 

Bozeman, MT 

2023 Commerce Way 

Bozeman, MT 59715 

406-582-9900 

Russell Country Investors, LLC 

Great Falls, MT 

2520 14th Street SW 

Great Falls, MT 59404 

406-452-1000 

Kalispell Hotel LLC 

Kalispell, MT 

1840 Highway 93 South 

Kalispell, MT 59901 

406-756-4500 

Western Hospitality Group, L.P. 

Missoula, MT 

3720 North Reserve Street 

Missoula, MT 59808 

406-532-5300 

NEBRASKA 

West Omaha Hotel Associates, LLC 

Omaha West, NE 

17879 Chicago Street 

Omaha, NE 68118 

402-289-9696 


Omaha-Downtown/Old Market Area, NE 

1005 Dodge Street 

Omaha, NE 68102 

402-341-4400 

NEVADA 

PHD Hospitality & Development, LLC 

Elko, NV 

3650 East Idaho Street 

Elko, NV 89801 

775-777-1200 

Sunway Nevada, LLC 

Las Vegas Strip South, NV 

7830 South Las Vegas Boulevard 

Las Vegas, NV 89123 

702-453-7830 

{000011-999987 00194235.DOCX; 1} 18

EXHIBIT A 

Kent O. Clausen, Mary H. Clausen, Cal A. 

Clause 

Las Vegas/Henderson, NV 

1340 West Warm Springs Road 

Henderson, NV 89014 

702-322-9000 

CPX South Meadows Gateway OPAG, LLC 

Reno, NV 

9920 Double R Boulevard 

Reno, NV 89521 

775-850-9700 

NEW HAMPSHIRE 

Roedel Partners of Manchester, LLC 

Manchester Downtown, NH 

101 South Commercial Street 

Manchester, NH 03101 

603-669-2222 

Parade Hotel, LLC 

Portsmouth-Downtown, NH 

100 High Street 

Portsmouth, NH 03801 

603-431-1499 

NEW JERSEY 

Bridgewater Hotel, LLC 

Bridgewater, NJ 

500 Promenade Boulevard 

Bridgewater, NJ 08807 

732-271-9030 

44 New England Management Company 

Edison/Raritan Center, NJ 

50 Raritan Center Parkway 

Edison, NJ 08837 

732-225-0900 

Hamilton Commons Associates, LP 

Hamilton, NJ 

800 Route 130 

Hamilton, NJ 08690 

609-585-6789 

Parkway Lodging Realty, L.L.C. 

Lakewood, NJ 

1885 Rt 70 

Lakewood, NJ 08701 

732-262-5232 

Edgewood Partners, LLC 

Mount Holly/Westampton, NJ 

111 Hancock Lane 

Westampton, NJ 08060 

609-702-1600 

Mt Laurel Lodging Associates, LLP 

Mt. Laurel, NJ 

4000 Atrium Way 

Mount Laurel, NJ 08054-3916 

856-234-4788 

Ridgefield Park Lodging Associates, LLP 

Ridgefield Park, NJ 

70 Challenger Road 

Ridgefield Park, NJ 07660 

201-641-2024 

NJ Rockaway, LLC 

Rockaway, NJ 

375 Mount Hope Avenue 

Rockaway, NJ 07866 

973-328-0600 

Townley Place Secaucus LLC 

Secaucus/Meadowlands, NJ 

875 Route 3 East Service Road 

Secaucus, NJ 07094 

201-864-1400 

NEW MEXICO 

New Omni Hospitality, LLC 

Albuquerque Uptown, NM 

6510 Americas Parkway 

Albuquerque, NM 87110 

505-944-0300 

New Primetime Hospitality, LLC 

Albuquerque-Airport, NM 

2601 Yale Boulevard SE 


505-765-1000 

W2007 EQI Rio Rancho Partnership, L.P. 

Albuquerque-North/Rio Rancho, NM 

1771 Rio Rancho Blvd. 

Rio Rancho, NM 87124 

505-896-1111 

NEW ABQ, LLC 

Albuquerque/Journal Center, NM 

5320 San Antonio Drive NE 


505-314-0800 

{000011-999987 00194235.DOCX; 1} 19

EXHIBIT A 

Las Cruces Hotel Limited Partnership 

Las Cruces, NM 

2550 Don Roser Drive 

Las Cruces, NM 88011 

575-522-0900 

NEW YORK 

Albany Mid-Town Hotel, LLC 

Albany Medical Center, NY 

62 New Scotland Avenue 

Albany, NY 12208 

518-396-3500 

IA Winston Hotels Albany TRS, L.L.C. 

Albany-Airport, NY 

800 Albany Shaker Rd. 


518-464-6666 

Albany Hotel Associates, L.P. 

Albany/SUNY Area, NY 

1389 Washington Ave. 


518-453-1300 

Genesee Lodging Associates, LLC 

Buffalo Airport, NY 

4201 Genesee Street 

Cheektowaga, NY 14225 

716-565-0040 

CP Hotel, LLC 

Clifton Park, NY 

30 Clifton Country Road 

Clifton Park, NY 12065 

518-371-7777 

BFH, LLC 

Elmira/Corning, NY 

35 Arnot Road 

Horseheads, NY 14845 

607-795-1111 


Islip/Macarthur Airport, NY 

3485 Veterans Memorial Highway 

Ronkonkoma, NY 11779 

631-738-7800 

Cascade Plaza, LLC 

Ithaca, NY 

130 E. Seneca Street 

Ithaca, NY 14850 

607-277-8900 

Melville Equity Partners, LLC 

Melville, NY 

1575 Round Swamp Road 

Plainview, NY 11803 

516-755-5552 

Tri-Murti Associates, LLC 

Nanuet, NY 

270 West Route 59 

Nanuet, NY 10954 

845-623-0600 

York Street Lessee DE, LLC 

New York City/Tribeca, NY 

39 Avenue of the Americas 

New York, NY 10013 

212-966-4091 

RPH Hotels 48th Street Owner, LLC 

New York-Times Square, NY 

790 Eighth Avenue 


212-581-7000 

DiamondRock Chelsea Tenant, LLC 

New York/Chelsea, NY 

121 West 28th Street 

New York, NY 10001-6102 

212-564-2181 

Nicotra Hotel I Holdings, LLC 

New York/Staten Island, NY 

1100 South Avenue 

Staten Island, NY 10314 

718-477-2400 

RLJ III - HGN Manhattan Lessee, LLC 

New York/West 35th Street, NY 

63 West 35th Street 


212-594-3310 

MFM 2000 Hotel, Inc. 

Newburgh/Stewart Airport, NY 

15 Crossroads Court 

Newburgh, NY 12550 

845-567-9500 

Roedel Partners of Fishkill, LLC 

Poughkeepsie/Fishkill, NY 

25 Westage Road 

Fishkill, NY 12524 

845-896-7100 

{000011-999987 00194235.DOCX; 1} 20

EXHIBIT A 

44 Metro, LLC 

Queens/JFK Airport, NY 

148-18 134th Street 

Jamaica, NY 11430 

718-322-4448 

Browning Hotel Properties, LLC 

Riverhead, NY 

2038 Old Country Rd 

Riverhead, NY 11901 

631-727-2733 


Saratoga Springs, NY 

125 South Broadway 

Saratoga Springs, NY 12866 

518-587-1500 

Exit 35 Hotel Partners, LLC 

Syracuse, NY 

6004 Fair Lakes Road 

East Syracuse, NY 13057 

315-431-4800 

Hoosick Hotel Development Group, LLC 

Troy, NY 

235 Hoosick Street 

Troy, NY 12180 

518-272-1700 

Millennium Development, LLC 

Watertown, NY 

1290 Arsenal Street 

Watertown, NY 13601 

315-788-1234 

IA Orchard Hotels Westbury TRS, L.L.C. 

Westbury, NY 

1575 Privado Road 

Westbury, NY 11590 

516-683-8200 

NORTH CAROLINA 

Smith/Curry Hotel Group HH-Harris, LLC 

Charlotte-North, NC 

9315 Statesville Road 

Charlotte, NC 28269 

704-597-7655 

Smith/Curry Hotel Group Pineville II, LLC 

Charlotte-Pineville, NC 

425 Towne Centre Boulevard 

Pineville, NC 28134 

704-889-3279 

Smith/Curry Hotel Group Uptown, LLC 

Charlotte-Uptown, NC 

508 E Martin Luther King Jr. Blvd 

Charlotte, NC 28202-2830 

704-347-5972 

Ayrsley Hotel Associates, LLC 

Charlotte/Ayrsley, NC 

1920 Ayrsley Town Blvd 

Charlotte, NC 28273 

704-970-5000 

Griffin Stafford Lodging One, LLC 

Charlotte/Concord, NC 

7831 Gateway Lane 

Concord, NC 28027 

704-979-2900 

Mooresville Hotel Partners, LLC 

Charlotte/Mooresville, NC 

159 Gateway Boulevard 

Mooresville, NC 28117 

704-663-6468 

RLJ III - HGN Durham Lessee, LLC 

Durham RTP, NC 

4620 South Miami Blvd. 

Durham, NC 27703 

919-941-6066 

S. Point Hotel Group, LLC 

Durham Southpoint, NC 

7007 Fayetteville Road 

Durham, NC 27713 

919-544-6000 

4MB, Inc 

Fayetteville/Fort Bragg, NC 

4025 Sycamore Dairy Road 

Fayetteville, NC 28303 

910-860-3600 

Wendover Hotel, Inc. 

Greensboro, NC 

4307 Big Tree Way 

Greensboro, NC 27409 

336-852-1491 

OBX Resort, LLC 

Outer Banks/Kitty Hawk, NC 

5353 N. Virginia DareTrail 

Kitty Hawk, NC 27949 

252-261-1290 

{000011-999987 00194235.DOCX; 1} 21

EXHIBIT A 

Innkeeper Properties, Inc. 

Raleigh Triangle Town Center, NC 

6412 Capital Blvd 

Raleigh, NC 27616 

919-876-5650 

Parks Investment II, LLC 

Raleigh-Cary, NC 

131 Columbus Avenue 

Cary, NC 27518 

919-377-0440 


Raleigh-Durham Airport, NC 

1500 RDU Center Drive 

Morrisville, NC 27560 

919-840-8088 


Roanoke Rapids, NC 

111 Carolina Crossroads Parkway 

Roanoke Rapids, NC 27870 

252-519-2333 

IA Winston Hotels Wilmington Rock Springs 

TRS, L.L 

Wilmington Mayfaire Town Center, NC 

6745 Rock Spring Road 

Wilmington, NC 28405 

910-509-4046 

Winston-Salem Hotel Partners, LLC 

Winston-Salem/Hanes Mall, NC 

1325 Creekshire Way 

Winston-Salem, NC 27103 

336-765-1298 

NORTH DAKOTA 

Fargo Lodging Associates, LLC 

Fargo, ND 

4351 17th Ave S. 

Fargo, ND 58103 

701-499-6000 

University Hotel Development, LLC 

Grand Forks/UND, ND 

4301 James Ray Drive 

Grand Forks, ND 58203 

701-775-6000 

OHIO 

Gateway Hotel Lessee, LLC 

Akron-Canton Airport, OH 

5251 Landmark Boulevard 

Canton, OH 44720 

330-966-4907 

Trivedi & Associates, LLC 

Cincinnati-Northeast, OH 

6288 Tri Ridge Blvd 

Loveland, OH 45140 

513-576-6999 

Blue-Kenwood, LLC 

Cincinnati/Blue Ash, OH 

5300 Cornell Road 

Blue Ash, OH 45242 

513-469-6900 


Cincinnati/Mason, OH 

5200 Natorp Blvd 

Mason, OH 45040 

513-204-6000 

Om Hospitality, Inc. 

Cincinnati/Sharonville, OH 

11149 Dowlin Drive 

Cincinnati, OH 45241 

513-772-2837 

1100 Carnegie, LLC 

Cleveland Downtown, OH 

1100 Carnegie Avenue 

Cleveland, OH 44115 

216-658-6400 

Beta Drive Hotel Group, LLC 

Cleveland East/Mayfield Village, OH 

700 Beta Drive 


440-646-1777 

Airport Gardens Hotel, LTD 

Cleveland-Airport, OH 

4900 Emerald Court S.W. 


216-898-1898 


Cleveland/Twinsburg, OH 

8971 Wilcox Dr. (I-480 @SR82) 

Twinsburg, OH 44087 

330-405-4488 

{000011-999987 00194235.DOCX; 1} 22

EXHIBIT A 

Airport Garden Investors, LLC 

Columbus Airport, OH 

4265 Sawyer Road 

Columbus, OH 43219 

614-231-2869 

Pinnacle Dublin, LLC 

Columbus/Dublin, OH 

500 Metro Place North 

Dublin, OH 43017 

614-766-9900 

Aarti Hospitality, LLC 

Columbus/Grove City, OH 

3928 Jackpot Rd. 

Grove City, OH 43123 

614-539-8944 

BEL HAR, LLC 

Columbus/Polaris, OH 

8535 Lyra Drive 


614-846-8884 

Indus Core Hotel LLC 

Columbus/University Area, OH 

3232 Olentangy River Road 


614-263-7200 

Beavercreek Innkeepers, LLC 

Dayton/Beavercreek, OH 

3520 Pentagon Park Blvd 

Dayton, OH 45431 

937-458-2650 

Levis Commons Hotel LLC 

Toledo/Perrysburg, OH 

6165 Levis Commons Blvd. 

Perrysburg, OH 43551 

419-873-0700 

Wayne County Associates LLC 

Wooster, OH 

959 Dover Road 

Wooster, OH 44691 

330-202-7701 

OKLAHOMA 

Bartlesville Hotel, LLC 

Bartlesville, OK 

205 SW Frank Phillips Blvd. 

Bartlesville, OK 74003 

918-336-0808 

Cleveland Hospitality, LLC 

Norman, OK 

700 Copperfield Drive 

Norman, OK 73072 

405-579-0100 

Suenos Oklahoma City II, LLC 

Oklahoma City North/Quail Springs, OK 

3201 N. W. 137th Street 

Oklahoma City, OK 73134 

405-752-5200 

S & H, Inc. 

Oklahoma City-Airport, OK 

801 S. Meridian 


405-942-1400 

New Century Investments V, L.L.C. 

Oklahoma City/Midtown, OK 

2809 Northwest Expressway 


405-607-4000 

Sunny Investment Properties, LLC 

Tulsa Midtown, OK 

4518 E Skelly Drive 

Tulsa, OK 74135 

918-878-7777 

South Tulsa Hospitality, LLC 

Tulsa South, OK 

8202 South 100th East Avenue 


918-392-2000 

Airport Lodge II, LLC 

Tulsa-Airport, OK 

7728 E. Virgin Court 


918-838-1444 

OREGON 

Corvallis Hospitality, LLC 

Corvallis, OR 

2500 SW Western Boulevard 

Corvallis, OR 97333 

541-752-5000 

Gateway Hospitality, LLC 

Eugene/Springfield, OR 

3528 Gateway Street 

Springfield, OR 97477 

541-736-3000 

{000011-999987 00194235.DOCX; 1} 23

EXHIBIT A 

Delta Inns, Inc 

Portland-Airport, OR 

12048 Northeast Airport Way 

Portland, OR 97220 

503-255-8600 

CSM Beaverton, LLC 

Portland/Beaverton, OR 

15520 NW Gateway Court 

Beaverton, OR 97006 

503-439-1717 

MLCFC 2007-9 Western Lodging Limited 

Partnership 

Portland/Lake Oswego, OR 

14850 Kruse Oaks Dr. 

Lake Oswego, OR 97035 

503-684-8900 

PENNSYLVANIA 

HJ & VJ, Inc. 

Allentown Bethlehem Airport, PA 

1787-B Airport Road 

Allentown, PA 18109 

610-443-1400 

Keystone Lodging Enterprises, L.P. 

Allentown West, PA 

230 Sycamore Road 

Breinigsville, PA 18031 

610-398-6686 

Scott's Garden Hotel, Inc. 

Erie, PA 

2225 Downs Drive 

Erie, PA 16509 

814-866-1390 

Aria Partners, LP 

Gettysburg, PA 

1061 York Road 

Gettysburg, PA 17325 

717-334-2040 

WVA-FSH4, LP 

Harrisburg East, PA 

3943 TecPort Drive 

Harrisburg, PA 17111 

717-635-7299 

The Main and Walton Development Co, LLC 

Hershey, PA 


Hummelstown, PA 17036 

717-566-9292 

Longwood Land Development, LLC 

Kennett Square/Longwood, PA 

815 East Baltimore Pike 

Kennett Square, PA 19348 

610-444-9100 

Horst Hotels Co. 

Lancaster, PA 

101 Granite Run Drive 

Lancaster, PA 17601-6803 

717-560-0880 

Philadelphia HGI Associates, LP 

Philadelphia-Center City, PA 

1100 Arch Street 

Philadelphia, PA 19107 

215-923-0100 

MG-Ft. Washington Operator, LLC 

Philadelphia/Ft. Washington, PA 

530 West Pennsylvania Ave 

Fort Washington, PA 19034 

215-646-4637 

Southpointe Hotel & Conference Center, LP 

Pittsburgh-Southpointe, PA 

1000 Corporate Drive 

Canonsburg, PA 15317 

724-743-5000 

RLJ III - HGN Pittsburgh Lessee, LP 

Pittsburgh-University Place, PA 

3454 Forbes Avenue 

Pittsburgh, PA 15213 

412-683-2040 

The Green Hotel Associates 

State College, PA 

1221 East College Avenue 

State College, PA 16801 

814-272-1221 

High Hotels, Ltd. 

Wilkes-Barre/Scranton, PA 

242 Highland Park Boulevard 

Wilkes-Barre, PA 18702 

570-820-8595 

RHODE ISLAND 

Jefferson Hospitality, LLC 

Providence Airport/Warwick, RI 

1 Thurber Street 

Warwick, RI 02886 

401-734-9600 

{000011-999987 00194235.DOCX; 1} 24

EXHIBIT A 

SOUTH CAROLINA 

Sycamore Investment Group, LLC 

Aiken, SC 

350 Eastgate Drive 

Aiken, SC 29803 

803-641-4220 

Destination Hospitality 

Anderson, SC 

115 Destination Boulevard 

Anderson, SC 29625 

864-964-0100 

Beaufort Lodging Associates, LLC 

Beaufort, SC 

1500 Queen Street 

Beaufort, SC 29902 

843-379-9800 

Lowcountry Hotels, LLC 

Charleston Airport, SC 

5265 International Boulevard 

North Charleston, SC 29418 

843-308-9330 

Apple Eight Services Columbia, Inc. 

Columbia/Harbison, SC 

434 Columbiana Drive 

Columbia, SC 29212 

803-407-6640 

Columbia Developments, LLC 

Columbia/Northeast, SC 

8910 Farrow Road 

Columbia, SC 29203 

803-807-9000 

Raldex VI, Inc. 

Florence, SC 

2671 Hospitality Boulevard 

Florence, SC 29501 

843-432-3001 

Deean Hospitality, LLC 

Greenville, SC 

108 Carolina Point Parkway 

Greenville, SC 29605 

864-284-0111 

Apple Eight Services Hilton Head, Inc. 

Hilton Head Island, SC 

1575 Fording Island Road 

Hilton Head Island, SC 29926 

843-837-8111 

M.B. Airport Hotel Partners, LLC 

Myrtle Beach/Coastal Grand Mall, SC 

2383 Coastal Grand Circle 

Myrtle Beach, SC 29577 

843-839-1200 

Smith/Curry Hotel Group Manchester Village, 

LLC 

Rock Hill, SC 

650 Tinsley Way 

Rock Hill, SC 29730 

803-325-2800 

SOUTH DAKOTA 

Capitol Management, LLC 

Rapid City, SD 

815 E. Mall Drive 

Rapid City, SD 57701 

605-791-9000 

Main and Main, L.L.C. 

Sioux Falls, SD 

5300 South Grand Circle 

Sioux Falls, SD 57108 

605-444-4500 

TENNESSEE 

Vision Chattanooga Downtown, LLC 

Chattanooga/Downtown, TN 

311 Chestnut Street 

Chattanooga, TN 37402 

423-308-9000 

Vision Chattanooga Hamilton Place, LLC 

Chattanooga/Hamilton Place, TN 

2343 Shallowford Village Drive 

Chattanooga, TN 37421 

423-308-4400 

Raman N. Patel 

Clarksville, TN 

290 Alfred Thun Road 

Clarksville, TN 37040 

931-647-1096 

River Road Operations, LLC 

Gatlinburg, TN 

635 River Road 

Gatlinburg, TN 37738 

865-436-0048 

{000011-999987 00194235.DOCX; 1} 25

EXHIBIT A 

Knoxville Hotel Hospitality, LLC 

Knoxville West/Cedar Bluff, TN 

216 Peregrine Way 

Knoxville, TN 37922 

865-690-6511 

Nashville Airport Platinum, LLC 

Nashville-Airport, TN 

412 Royal Parkway 

Nashville, TN 37214 

615-884-0088 

Vision Nashville Cool Springs, LLC 

Nashville/Franklin Cool Springs, TN 

9150 Carothers Parkway 

Franklin, TN 37067 

615-656-2700 

Smyrna Hotel Partners, LLC 

Nashville/Smyrna, TN 

2631 Highwood Boulevard 

Smyrna, TN 37167 

615-355-6262 


Nashville/Vanderbilt, TN 

1715 Broadway 

Nashville, TN 37203 

615-369-5900 

TEXAS 

Abilene Hotel Partners, LP 

Abilene, TX 

4449 Ridgemont Drive 

Abilene, TX 79606 

325-690-6432 

Campbell Lodging, Inc. 

Addison, TX 

4090 Belt Line Rd. 

Addison, TX 75001 

972-233-8000 

SOHRAB, LTD. 

Amarillo, TX 

9000 Interstate 40 West 

Amarillo, TX 79124 

806-355-4400 

Apple Nine Hospitality Texas Services III, Inc. 

Austin North, TX 

12400 North IH-35 Building C 

Austin, TX 78753 

512-339-3626 

Alegre Hospitality, Ltd 

Austin NW/Arboretum, TX 

11617 Research Boulevard 


512-241-1600 

HHC TRS Austin, LLC 

Austin-Downtown, TX 

500 North IH 35 


512-480-8181 

W2007 Equity Inns Realty, L.P. 

Austin/Round Rock, TX 

2310 North IH35 

Round Rock, TX 78681 

512-341-8200 

JAI Mahalaxmi Inc. 

Beaumont, TX 

3755 I-H 10 

Beaumont, TX 77705 

409-842-5646 

Corpus Christi Hotel Property, L.P. 

Corpus Christi, TX 

6717 South Padre Island Drive 

Corpus Christi, TX 78412 

361-991-8200 

Apple Nine Services Allen, Inc. 

Dallas/Allen, TX 

705 Central Expressway South 

Allen, TX 75013 

214-547-1700 

BC Arlington Hotel Operators, LP 

Dallas/Arlington, TX 

2190 E. Lamar Boulevard 

Arlington, TX 76006 

817-274-6644 

Apple Nine Services Duncanville, Inc. 

Dallas/Duncanville, TX 

800 North Main Street 

Duncanville, TX 75116 

972-283-9777 

Apple Nine Hospitality Texas Services II, Inc. 

Dallas/Frisco, TX 

7550 Gaylord Parkway 

Frisco, TX 75034 

469-362-8485 

{000011-999987 00194235.DOCX; 1} 26

EXHIBIT A 

Apple Nine Hospitality Texas Services, Inc. 

Dallas/Lewisville, TX 

785 SH 121 Bypass 

Lewisville, TX 75067 

972-459-4600 

SPL Dallas Hospitality, LP 

Dallas/Market Center, TX 

2325 North Stemmons Freeway 

Dallas, TX 75207 

214-634-8200 

Shinn Richardson Hospitality, Ltd. 

Dallas/Richardson, TX 

1001 W Pres George Bush Turnpike 

Richardson, TX 75080 

972-792-9393 

Brinker Lodging, LTD. 

Denton, TX 

3110 Colorado Blvd 

Denton, TX 76210 

940-891-4700 

Panade II, Ltd 

DFW Airport South, TX 

2001 Valley View Lane 

Irving, TX 75061 

972-313-2800 


DFW North/Grapevine, TX 

205 W State Hwy 114 

Grapevine, TX 76051 

817-421-1172 


El Paso Airport, TX 

6650 Gateway Blvd East 

El Paso, TX 79915 

915-772-4722 

High Desert Investors, L.P. 

El Paso, TX 

111 West University Avenue 

El Paso, TX 79902 

915-351-2121 

JMR Alliance Group, L.P. 

Fort Worth Alliance Airport, TX 

2600 WestPort Parkway 

Fort Worth, TX 76177 

817-562-3047 

LMREI Texas HP, LLC 

Fort Worth North, TX 

4400 North Freeway 

Fort Worth, TX 76137 

817-222-0222 

Granbury Marina Hotel, LP 

Granbury, TX 

635 Pearl Street 

Granbury, TX 76048 

817-579-3800 

USAF 12245 Katy Freeway, LLC 

Houston Energy Corridor, TX 

12245 Katy Freeway 

Houston, TX 77079 

281-531-0220 

KEI. V. Inc. 

Houston West/Katy, TX 

2409 Texmati Drive 

Katy, TX 77494 

281-644-2400 

Beltway Hotel, LP 

Houston Westbelt, TX 

6855 West Sam Houston Parkway South 


713-270-6100 

Hilcom Partners, Ltd 

Houston-Northwest, TX 

7979 Willow Chase Boulevard 


832-912-1000 

Houston - Hotel Partners, LLC 

Houston/Bush Interc., TX 

15400 John F. Kennedy Boulevard 


281-449-4148 

Sonorous One, L.L.C. 

Houston/Clear Lake NASA, TX 

750 W. Texas Avenue 

Webster, TX 77598 

281-332-6284 

ALH Properties No. Ten, LP 

Houston/Galleria Area, TX 

3201 Sage Road 


713-629-0101 

{000011-999987 00194235.DOCX; 1} 27

EXHIBIT A 

Pearland Capital Group LP 

Houston/Pearland, TX 

12101 Shadow Creek Pkwy 

Pearland, TX 77584 

713-340-0110 

CATHI, LP 

Houston/Sugar Land, TX 

722 Bonaventure Way 

Sugar Land, TX 77479 

281-491-7777 

Horizon Hotels, LP 

Houston/The Woodlands, TX 

9301 Six Pines Drive 


281-364-9300 

Hansa, Inc. 

Killeen, TX 

2704 O.W. Curry Drive 

Killeen, TX 76542 

254-554-3900 

Tribute Hospitality, LLC 

Las Colinas, TX 

7516 Las Colinas Boulevard 

Irving, TX 75063 

972-444-8434 

Apple Six Services II, LP 

McAllen, TX 

617 Expressway 83 

McAllen, TX 78503 

956-664-2900 

Drayton Hotel Group, LLC 

New Braunfels, TX 

1501 IH-35 North 

New Braunfels, TX 78130 

830-620-4200 

Seabrook Lodging Corporation 

Odessa, TX 

5221 JBS Parkway 

Odessa, TX 79762 

432-366-5800 

IA Urban Hotels San Antonio TRS Limited 

Partnershi 

San Antonio Airport, TX 

12828 Hwy 281 North 

San Antonio, TX 78216 

210-494-7600 

Affiliated Hospitality, LLC 

South Padre Island, TX 

7010 Padre Boulevard 

South Padre Island, TX 78597 

956-761-8700 

Scott and White Properties, Inc. 

Temple, TX 

1749 Scott Boulevard 

Temple, TX 76504 

254-773-0200 

Rupali 

Tyler, TX 

220 East Grande 

Tyler, TX 75703 

903-509-1166 

UTAH 

Hotel-SLC, LLC 

Salt Lake City Downtown, UT 

250 West 600 South 

Salt Lake City, UT 84101 

801-364-5200 

Summit Lodging Davis, LLC 

Salt Lake City/Layton, UT 

762 West Heritage Park Blvd 

Layton, UT 84041 

801-416-8899 

Sandy Paydirt L.L.C. 

Salt Lake City/Sandy, UT 

277 West Sego Lily Drive 

Sandy, UT 84070 

801-352-9400 

RLJ II - HG St. George Lessee, LLC 

St. George, UT 

1731 South Convention Center Drive 

Saint George, UT 84790 

435-634-4100 

VIRGINIA 

CP/IPERS Arlington Hotel, LLC 

Arlington/Courthouse Plaza, VA 

1333 North Courthouse Road 

Arlington, VA 22201 

703-528-4444 

{000011-999987 00194235.DOCX; 1} 28

EXHIBIT A 

Shirlington HHG Hotel Development, LP 

Arlington/Shirlington, VA 

4271 Campbell Avenue 

Arlington, VA 22206 

703-820-0440 

BSE/AH Blacksburg Hotel, L.L.C. 

Blacksburg, VA 

900 Plantation Rd 

Blacksburg, VA 24060 

540-552-5005 

Cville Suites, LLC 

Charlottesville, VA 

1793 Richmond Road 

Charlottesville, VA 22911 

434-979-4442 

JSB Properties, LLC 

Chesapeake/Greenbrier, VA 

1565 Crossway Boulevard 

Chesapeake, VA 23320 

757-420-1212 

Harbour View Hotels, LLC 

Chesapeake/Suffolk, VA 

5921 Harbour View Blvd 

Suffolk, VA 23435 

757-484-9001 

BPG Hotel XV Owner LLC 

Dulles North, VA 

22400 Flagstaff Plaza 

Ashburn, VA 20148 

703-723-8989 

Fair Oaks Inn, LLC 

Fairfax, VA 

3950 Fair Ridge Drive 

Fairfax, VA 22033 

703-385-7774 


Fredericksburg, VA 

1060 Hospitality Lane 

Fredericksburg, VA 22401 

540-548-8822 

Power Plant Hotels One, LLC 

Hampton Coliseum Central, VA 

1999 Power Plant Pkwy 

Hampton, VA 23666 

757-310-6323 

Lynchburg Hotel Group, LLC 

Lynchburg, VA 

4025 Wards Road 

Lynchburg, VA 24502 

434-239-3006 

Newport Associates 2, LLC 

Newport News, VA 

180 Regal Way 

Newport News, VA 23602 

757-947-1080 

RIC Hotel, LLC 

Richmond Airport, VA 

441 International Center Drive 

Sandston, VA 23150 

804-222-3338 

MRB Tenant, LLC 

Richmond Downtown, VA 

501 East Broad Street 

Richmond, VA 23219 

804-344-4300 

Southpark Hotel, LLC 

Richmond South/Southpark, VA 

800 Southpark Boulevard 

Colonial Heights, VA 23834 

804-520-0600 

Brentwood Innsbrook, LLC 

Richmond/Innsbrook, VA 

4050 Cox Road 

Glen Allen, VA 23060 

804-521-2900 

Suffolk Lodging Partners, L.L.C. 

Suffolk Riverfront, VA 

100 East Constance Road 

Suffolk, VA 23434 

757-925-1300 

Tysons Hotel Investors LLC 

Tysons Corner, VA 

8301 Boone Blvd 

Vienna, VA 22182 

703-760-9777 

HHC TRS LC Portfolio LLC 

Virginia Beach Town Center, VA 

252 Town Center Drive 

Virginia Beach, VA 23462 

757-326-6200 

{000011-999987 00194235.DOCX; 1} 29

EXHIBIT A 

J.I.N., Inc. 

Williamsburg, VA 

1624 Richmond Road 

Williamsburg, VA 23185 

757-253-9400 

Aikens Corporation 

Winchester, VA 

120 Wingate Drive 

Winchester, VA 22601 

540-722-8881 

WASHINGTON 

Kennewick Hospitality, LLC 

Kennewick/Tri-Cities, WA 

701 North Young Street 

Kennewick, WA 99336 

509-735-4600 

Paine Field Hotel Development, LLC 

Seattle North/Everett, WA 

8401 Paine Field Blvd 

Mukilteo, WA 98275 

425-423-9000 

Bothell Hospitality LLC 

Seattle/Bothell, WA 

22600 Bothell Everett Highway 

Bothell, WA 98021 

425-486-0400 

K&K Real Estate Ventures, LLC 

Seattle/Issaquah, WA 

1800 NW Gilman Blvd 

Issaquah, WA 98027 

425-837-3600 


Seattle/Renton, WA 

1801 E. Valley Road 

Renton, WA 98057 

425-430-1414 

Granite Investments Hotels, LLC 

Spokane Airport, WA 

9015 W HIGHWAY 2 

Spokane, WA 99224-9413 

509-244-5866 

Morrier Hotel, LLC 

Yakima, WA 

401 East Yakima Avenue 

Yakima, WA 98901 

509-454-1111 

WEST VIRGINIA 

Emerald Coast Hospitality, LLC 

Clarksburg, WV 

606 Emily Drive 

Clarksburg, WV 26301 

304-326-9200 

Emerald Coast Hospitality, LLC 

Morgantown, WV 

150 Suncrest Towne Center Drive 

Morgantown, WV 26505 

304-225-9500 

WISCONSIN 

Beechwood Plaza Hotel of Appleton, LLC 

Appleton/Kimberly, WI 

720 Eisenhower Drive 

Kimberly, WI 54136 

920-730-1900 

KNK-Plaza Hotel of Green Bay, LLC 

Green Bay, WI 

1015 Lombardi Avenue 

Green Bay, WI 54304 

920-405-0400 

Middleton Lodging Investors, LLC 

Madison West/Middleton, WI 

1801 Deming Way 

Middleton, WI 53562 

608-831-2220 

Howell Avenue FOS Lodging Associates, LLC 

Milwaukee Airport, WI 

5890 S. Howell Avenue 

Milwaukee, WI 53207 

414-481-8280 

Park Place Hospitality, LLC 

MILWAUKEE-PARK PLACE, WI 

11600 West Park Place 

Milwaukee, WI 53224 

414-359-9823 

Pabst Farms Hospitality Unit I, LLC 

Oconomowoc, WI 

1443 Pabst Farm Circle 

Oconomowoc, WI 53066 

262-200-2222 

{000011-999987 00194235.DOCX; 1} 30

EXHIBIT A 

BEECHWOOD PLAZA HOTEL OF OSHKOSH, 

LLC 

Oshkosh, WI 

1355 West 20th Avenue 

Oshkosh, WI 54902 

920-966-1300 

LLJ Dells, LLC 

Wisconsin Dells, WI 

101 East Hiawatha Drive 

Wisconsin Dells, WI 53965 

608-253-1100 

WYOMING 

Jai Jai Mata Wyoming Hospitality Inc. 

Casper, WY 

1150 N. Poplar Street 

Casper, WY 82601 

307-266-1300 

Hotel Investment Services – Laramie, LLC 

Laramie, WY 

2229 Grand Ave. 

Laramie, WY 82070 

307-745-5500 

{000011-999987 00194235.DOCX; 1} 31

EXHIBIT B

EXHIBIT B 


Franchisees in Canada With Changes in Controlling Interest or Terminated, Canceled, 

Not Renewed or Otherwise Ceased Operations Under Licenses (Fiscal Year 2011) 

Montreal/Pointe Claire, Quebec 

4403355 Canada Inc. 

Montreal, Quebec, Canada 

514-738-1253 

If you buy this franchise, your contact information may be disclosed to other buyers when you leave the 

franchise system. 

{000011-999987 00194240.DOCX; 1} 1

EXHIBIT B 


Franchisees in the US With Changes in Controlling Interest or Terminated, Canceled, 

Not Renewed or Otherwise Ceased Operations Under Licenses (Fiscal Year 2011) 

ARIZONA 

Scottsdale North Perimeter Center 

Scottsdale Lodging Investors, LLC 

Middleton, WI 

608-836-6060 

CALIFORNIA 

Valencia 

MMHL Operator, Inc. 

Los Angeles, CA 

805-544-0800 

San Diego Downtown, CA 

BF Hospitality, L.P. 

San Diego, CA 

619-239-2261 

COLORADO 

Fort Collins 

Summit Hotel Properties, LLC 

Sioux Falls, SD 

605-361-9566 x 4011 

Denver Downtown 

5280 Lodging, LLC 

Englewood, CO 

303-785-3100 

Denver-South/Meridian 


Denver, CO 

303-595-7200 

FLORIDA 

Orlando at SeaWorld 


Denver, CO 

303-595-7200 

Gainesville 

MHG of Gainesville, Florida #3, LLC 

Gainesville, GA 

770-534-3381 

Punta Gorda, FL 

Punta Gorda Lodging, LLC 

Naples, FL 

239-384-9050 

Melbourne/Palm Bay, FL 

BBL West Melbourne, LLC 

Albany, NY 

518-452-8200 

Miami Downtown/Brickell, FL 

DN-Brickell, LLC 

Boca Raton, FL 

561-361-3918 

GEORGIA 

Atlanta-Perimeter Center 


Denver, CO 

303-595-7200 

Atlanta Gwinnett Sugar Loaf 

Noble Investments - Sugarload, LLC 

Atlanta, GA 

404-262-9600 

Atlanta Northeast/Buford, GA 

Panorama Hospitality, Inc. 

Buford, GA 

678-318-1080 

ILLINOIS 

Chicago Ohare Airport 

Chicago River Road Lodging Associates, LLC 

Middleton, WI 

608-833-4100 

Hoffman Estates 


Denver, CO 

303-595-7221 

INDIANA 

Merrillville 

Ascent Hospitality, Inc. 

Burlington, IA 

319-209-1000 

{000011-999987 00194240.DOCX; 1} 2

EXHIBIT B 

MARYLAND 

Baltimore/Arundel Mills 

BPG Hotel XIII Owner LLC 

Washington, DC 

202-787-3300 

Largo, MD 

St. Paul Largo Land of P.G. County, LLC 

Temple Hills, MD 

301-449-1290 

MASSACHUSETTS 

Boston/Fenway, MA 

Boston Hotel Motor Trust 

Brookline, MA 

617-278-1590 

MICHIGAN 

Detroit Downtown 

DHG Associates, LP 

Cleveland, OH 

216-566-7676 

MISSISSIPPI 

Columbus, MS 

Certified Hospitality Corporation 

Canton, MS 

601-855-0146 

MISSOURI 

Kansas City/Liberty, MO 

C.J. Raymond Investments, L.L.C. 

Middleton, WI 

608-833-4100 

NEBRASKA 

Omaha Downtown Old Market Area 

Omaha Downtown Lodging Investors II, LLC 

Middleton, WI 

608-836-6060 

NORTH CAROLINA 

Gastonia, NC 

Jitendra D. Deva 

Charlotte, NC 

704-391-2461 

NORTH DAKOTA 

Fargo 

Concierge Hotel Fargo LLC 

Fargo, ND 

701-306-7564 

NEW JERSEY 

Princeton/West Windsor, NJ 

Switzenbaum and Associates, Inc. 

Philadelphia, PA 

215-772-9523 

OHIO 

Cincinnati/Mason 

SASI, LLC 

Cincinnati, OH 

912-877-7409 

Cincinnati West Chester, OH 

Union Center Hotel Management LLC 

Cincinnati, OH 

513-769-7862 

OREGON 

Medford, OR 

Crest Park Incorporated 

Medford, OR 

001-185-7211 

PENNSYLVANIA 

Harrisburg NE/Grantville, PA 

Milestone Capital Corporation 

Baltimore, MD 

410-246-2805 

Pittsburgh/City Center, PA 

Ross Hospitality Associates, LP 

Pittsburgh, PA 

412-828-7711 

Philadelphia/Bensalem, PA 

Bensalem Realty Enterprises, L.P. 

Bensalem, PA 

215-244-1344 

SOUTH CAROLINA 

Charleston/Daniel Island, SC 

DI Partners, L.L.C. 

Mount Pleasant, SC 

843-725-7200 

{000011-999987 00194240.DOCX; 1} 3

EXHIBIT B 

TENNESSEE 

Memphis-Cordova/Wolfchase, TN 

Globus Partnership 

Southaven, MS 

901-848-7902 

TEXAS 

Houston Energy Corridor 

ALH Properties No. Nine, LP 

Houston, TX 

713-977-5556 

Fort Worth North 

FCH North Ft. Worth, LLC 

Minneapolis, MN 

612-573-3690 

El Paso Airport 

EP Hospitality No. 2, LP 

Dallas, TX 

972-934-8699 

VIRGINIA 

Arlington Courthouse Plaza 

Courthouse Hotel Properties, LLC 

Washington, DC 

202-625-7890 

Norfolk Downtown, VA 

P.V.R. Associates, L.L.C. 

Williamsburg, VA 

757-941-1085 

Reston/Herndon, VA 

OTO Development, LLC 

Spartanburg, SC 

864-327-4038 

Richmond/Midlothian, VA 

Westchester Hospitality, LLC 

Chester, VA 

804-777-9000 

Richmond North, VA 

Sliding Hill LLC 

Chester, VA 

804-777-9000 

WISCONSIN 

Wisconsin Dells 

WDH, LLC 

New York, NY 

212-720-8918 

If you buy this franchise, your contact information may be disclosed to other buyers when you leave the 

franchise system. 

{000011-999987 00194240.DOCX; 1} 4

EXHIBIT C

Hilton Garden Inns International Franchise LLC 


For the years ended December 31, 2011, 2010, and 2009


Table of Contents 

Page No. 


Report of Independent Auditors 1 

Balance Sheets 2 

Statements of Operations and Member’s Capital 3 

Statements of Cash Flows 4 

Notes to Financial Statements 5

Ernst & Young LLP 

8484 Westpark Drive 

McLean, Virginia 22102 

Tel: + 1 703 747 1000 

Fax: + 1 703 747 0100 

www.ey.com 

Report of Independent Auditors 

The Member of Hilton Garden Inns International Franchise LLC 

We have audited the accompanying balance sheets of Hilton Garden Inns International Franchise 

LLC (the Company) as of December 31, 2011 and 2010, and the related statements of operations 

and member’s capital and cash flows for the years ended December 31, 2011, 2010 and 2009. 

These financial statements are the responsibility of the Company’s management. Our 

responsibility is to express an opinion on these financial statements based on our audits. 

We conducted our audits in accordance with auditing standards generally accepted in the United 

States. Those standards require that we plan and perform the audit to obtain reasonable assurance 

about whether the financial statements are free of material misstatement. We were not engaged 

to perform an audit of the Company’s internal control over financial reporting. Our audits 

included consideration of internal control over financial reporting as a basis for designing audit 

procedures that are appropriate in the circumstances, but not for the purpose of expressing an 

opinion on the effectiveness of the Company’s internal control over financial reporting. 

Accordingly, we express no such opinion. An audit also includes examining, on a test basis, 

evidence supporting the amounts and disclosures in the financial statements, assessing the 

accounting principles used and significant estimates made by management, as well as evaluating 

the overall financial statement presentation. We believe that our audits provide a reasonable basis 

for our opinion. 

In our opinion, the financial statements referred to above present fairly, in all material respects, 

the financial position of Hilton Garden Inns International Franchise LLC at December 31, 2011 

and 2010, and the results of its operations and its cash flows for the years ended December 31, 

2011, 2010 and 2009, in conformity with accounting principles generally accepted in the United 

States. 

June 27, 2012 

1


Balance Sheets 

December 31, 

2011 2010 

Assets 

Cash and cash equivalents $ 1,000 $ 1,000 

Accounts receivable, net of allowance for doubtful accounts of 

$517,356 and $458,801, respectively 206,942 93,868 

Due from Hilton affiliates related to franchise deposits 279,600 — 

Prepaid foreign withholding taxes 73,995 — 

Total Assets $ 561,537 $ 94,868 

Liabilities and Member’s Capital 

Franchise deposits $ 279,600 $ — 

Accrued foreign withholding taxes 56,104 59,523 

Deferred revenue 73,995 — 

Total liabilities 409,699 59,523 

Commitments and contingencies - see Note 5 

Contributed capital 1,000 1,000 

Retained earnings 3,078,641 1,936,589 

Due from Hilton affiliates (2,927,803) (1,902,244) 

Total member’s capital 151,838 35,345 

Total Liabilities and Member’s Capital $ 561,537 $ 94,868 

See notes to financial statements. 

2


Statements of Operations and Member’s Capital 

Year Ended December 31, 

2011 2010 2009 

Revenues 

Franchise and license fees $ 1,336,804 $ 1,040,985 $ 459,321 

Franchise sales and change of ownership fees 96,408 130,588 490,462 

Other — — 7,500 

Total revenues 1,433,212 1,171,573 957,283 

Expenses 

Operating expenses 71,723 58,050 48,102 

Provision for doubtful accounts 95,434 160,137 52,408 

Total expenses 167,157 218,187 100,510 

Operating income 1,266,055 953,386 856,773 

Gain (loss) on foreign currency transactions (13,400) 2,222 (5,703) 

Income before taxes 1,252,655 955,608 851,070 

Foreign withholding tax expense (110,603) (99,768) (83,470) 

Net income $ 1,142,052 $ 855,840 $ 767,600 

Member’s capital, beginning of year $ 35,345 $ 125,359 $ 7,986 

Net income 1,142,052 855,840 767,600 

Increase in due from Hilton affiliates (1,025,559) (945,854) (650,227) 

Member’s capital, end of year $ 151,838 $ 35,345 $ 125,359 


3


Statements of Cash Flows 

Year Ended December 31, 

2011 2010 2009 

Operating Activities: 

Net income $ 1,142,052 $ 855,840 $ 767,600 

Adjustments to reconcile net income to net cash 

provided by operating activities: 

Provision for doubtful accounts 95,434 160,137 52,408 

Changes in operating assets and liabilities: 

Accounts receivable (208,508) (79,609) (181,575) 

Prepaid foreign withholding taxes (73,995) — — 

Accrued foreign withholding taxes (3,419) 9,486 11,794 

Deferred revenue 73,995 — — 

Cash provided by operating activities 1,025,559 945,854 650,227 

Financing Activities: 

Increase in due from Hilton affiliates (1,025,559) (945,854) (650,227) 

Cash used in financing activities (1,025,559) (945,854) (650,227) 

Net change in cash and cash equivalents — — — 

Cash and cash equivalents, beginning of year 1,000 1,000 1,000 

Cash and cash equivalents, end of year $ 1,000 $ 1,000 $ 1,000 

Supplemental Disclosures: 

Decrease (increase) in due from Hilton affiliates 

related to franchise deposits $ (279,600) $ 60,000 $ 9,425 

Increase (decrease) in franchise deposits $ 279,600 $ (60,000) $ (9,425) 


4

NOTES TO FINANCIAL STATEMENTS 

Note 1: Organization 

Hilton Garden Inns International Franchise LLC (“we,” “us," or “our”) is a Delaware limited liability corporation that was formed 

on October 15, 2007 to be the franchisor of the Hilton Garden Inns brand outside the United States. We are a wholly owned 

subsidiary of Hilton International Franchise Holding LLC (the “Parent”), which, in-turn, is a wholly owned subsidiary of Hilton 

Worldwide, Inc. (“Hilton”). 

We license intellectual property from a wholly owned affiliate of Hilton on a royalty free basis and then license the use of the 

trademarks to third party hotel owners under long-term franchise agreements. 

Note 2: Basis of Presentation and Summary of Significant Accounting Policies 

Basis of Presentation 

Reclassifications 

Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications include 

presenting the provision for doubtful accounts and the change in accounts receivable separately within the statements of cash 

flows. 

Use of Estimates 

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires 

management to make estimates and assumptions that affect the amounts reported and, accordingly, ultimate results could differ 

from those estimates. 

Summary of Significant Accounting Policies 

Revenue Recognition 

Revenues are primarily derived from the following sources and are generally recognized as services are rendered: 

• Franchise and license fees represent fees earned in connection with the licensing of our brand name, usually under longterm 

franchise agreements with the hotel owners. We charge a monthly franchise license fee based on a percentage of 

room revenue and recognize revenue as the fee is earned, which is in accordance with the terms of the agreement. 

• Franchise sales and change of ownership fees are fees earned in connection with the sale or change of ownership of a 

franchise, which includes application and initiation fees for new hotels entering the system. We also recognize fees from 

hotel owners to convert existing brands to our brand name. These fees are recognized as revenue when it is determined 

that the fees are non-refundable, all services required to earn the fee have been performed, and we have no remaining 

contractual obligations. 

Cash and Cash Equivalents 

Cash and cash equivalents include all highly liquid investments with original maturities, when purchased, of three months or less. 

Accounts Receivable and Allowance for Doubtful Accounts 

Accounts receivable represents amounts due from franchisees and is presented net of an allowance for doubtful accounts. We 

record an allowance for doubtful accounts when we specifically identify a receivable balance that will not be collected based on 

management’s review of payment and collection activity and the financial condition of the franchisee. In addition to specifically 

identified receivables, we record an allowance on the general population of accounts receivable that we believe are likely 

uncollectible based on historical collection activity and current business conditions. 

5

Franchise Deposits 

Franchise deposits represent franchise initiation and application fees that are collected at the time a third party applies for a franchise 

license. These amounts are recorded as a liability until the application is approved and we have no remaining contractual obligations. 

At that time, the deposits are recognized as revenue. If the franchise application is not approved, the application fee is refunded 

to the applicant, less processing fees. 

Currency Translation 

We generally transact business in the local currency of the franchisee with our functional currency being the United States dollar 

("USD"). Income and expense amounts denominated in foreign currencies are translated to USD at the average exchange rate for 

the period. Assets and liabilities denominated in foreign currencies are translated to USD at the exchanges rates prevailing as of 

the financial statement date and the related gains and losses are reflected in the statement of operations and member's capital. 

Note 3: Fair Value Measurements 

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the 

principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the 

measurement date. We believe that the fair values of our assets and liabilities approximate their reported carrying amounts as of 

December 31, 2011 and 2010. 

Note 4: Income Taxes 

We franchise hotels in various jurisdictions throughout the world. Certain jurisdictions require the taxation of payments made for 

franchise licensing and certain other fees to foreign domiciled entities. The taxation rates for these payments vary by jurisdiction 

and in some cases may be exempt from any withholding of taxes based on cross-jurisdictional tax relief agreements. In 

circumstances where we are subject to a tax on payments made for franchise licensing and certain other fees, the franchisee is 

responsible for the withholding and remittance of these foreign taxes to the local taxing authority. Taxes related to franchise 

licensing and certain other fees, if any, are presented as foreign withholding tax expense in the statement of operations and member’s 

capital. Taxes which have been withheld by the franchisee which have not been remitted to the local taxing authority are presented 

as accrued foreign withholding taxes on the balance sheet. To the extent a franchise licensing or certain other fee has been collected 

in advance of revenue recognition (e.g. refundable application fees), the related tax and is presented as prepaid foreign withholding 

taxes and deferred revenue on the balance sheet. 

No provision is made in our accounts for domestic income taxes because, for U.S. income tax purposes, we are treated as a 

disregarded entity and all items of taxable income and expense are included in the computation of taxable income of Hilton. The 

results of operations reflected in the accompanying statements of operations may differ from amounts reported in our federal 

income tax returns because of differences in accounting policies adopted for financial and tax reporting purposes. 

If there is uncertainty in income taxes recognized in the financial statements, we use a prescribed more-likely-than-not recognition 

threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected 

to be taken in tax return. 

Note 5: Commitments and Contingencies 

We are subject to litigation arising from the normal course of business. While the ultimate results of claims and litigation cannot 

be predicted with certainty, we expect the resolution of all pending or threatened claims and litigation to have an immaterial effect 

on our results of operations or financial position. 

In connection with the acquisition of Hilton by affiliates of The Blackstone Group in October 2007, Hilton entered into a senior 

secured debt agreement and all of our assets and franchise contracts were pledged as non-borrower guarantor and non-borrower 

franchise pledgor collateral under the terms of the agreement. We are one of many Hilton subsidiaries whose assets and contracts 

were pledged as collateral under the terms of the senior secured debt agreement, as have the majority of Hilton’s tangible assets 

and contractual rights. The senior secured debt, as modified, has varying terms with extension options through November 2015. 

We have not recorded a guarantee liability as of December 31, 2011 and 2010, due to the nature of the parent and subsidiary 

relationship between us and Hilton. 

6

Note 6: Related Party Transactions 

We maintain intercompany balances with Hilton affiliates, resulting from Hilton’s centralized cash management system. One of 

these balances relates to franchise deposits, which are collected on our behalf by Hilton affiliates and deposited into a lockbox 

account to which we have no access. Amounts due from Hilton affiliates for franchise deposits are reflected as an asset and are 

repayable to us upon demand. The remainder of due from Hilton affiliates represents the amounts that are not expected to be 

repaid and are reflected as a component of member’s capital as of December 31, 2011 and 2010. 

We also have an operator agreement with a Hilton affiliate, whereby we pay a fee of five percent of revenue, as defined in the 

agreement, to cover our operating expenses. These expenses are recorded in the statements of operations and member's capital 

as incurred for the years ended December 31, 2011, 2010, and 2009. Operating expenses that are payable are reflected as a 

reduction of amounts due from Hilton affiliates. 

Note 7: Subsequent Events 

We have evaluated all subsequent events through June 27, 2012, the date that the financial statements were available to be issued. 

7

EXHIBIT D

EXHIBIT D 

FRANCHISE AGREEMENT 

CLICK HERE AND INSERT HOTEL NAME 

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EXHIBIT D 

TABLE OF CONTENTS 

1.0 DEFINITIONS .................................................................................................................... 1 

2.0 GRANT OF LICENSE ....................................................................................................... 7 

2.1 Non-Exclusive License ........................................................................................... 7 

2.2 Reserved Rights ...................................................................................................... 7 

2.3 Restricted Area Provision ....................................................................................... 8 

3.0 TERM ................................................................................................................................. 8 

4.0 OUR RESPONSIBILITIES ................................................................................................ 8 

4.1 Training ................................................................................................................... 8 

4.2 Reservation Service ................................................................................................ 9 

4.3 Consultation ............................................................................................................ 9 

4.4 Marketing ................................................................................................................ 9 

4.5 Inspections/Compliance Assistance ...................................................................... 10 

4.6 Manual .................................................................................................................. 10 

4.7 Equipment and Supplies ....................................................................................... 10 

5.0 YOUR RESPONSIBILITIES ........................................................................................... 10 

5.1 Operational and Other Requirements .................................................................... 10 

6.0 HOTEL WORK ................................................................................................................ 14 

6.1 Necessary Consents .............................................................................................. 14 

6.2 Initial Hotel Work ................................................................................................. 14 

6.3 Commencement and Completion of the Hotel Work ........................................... 15 

6.4 Opening the Hotel ................................................................................................. 15 

6.5 Performance of Agreement ................................................................................... 16 

6.6 Hotel Refurbishment and Room Addition ............................................................ 16 

7.0 STAFF AND MANAGEMENT OF THE HOTEL .......................................................... 17 

8.0 PAYMENT OF FEES ....................................................................................................... 17 

8.1 Monthly Fees ........................................................................................................ 17 

8.2 Calculation and Payment of Fees .......................................................................... 17 

8.3 Other Fees ............................................................................................................. 18 

8.4 Taxes ..................................................................................................................... 18 

8.5 Application of Fees ............................................................................................... 19 

9.0 PROPRIETARY RIGHTS ................................................................................................ 19 

9.1 Our Proprietary Rights .......................................................................................... 19 

9.2 Trade Name, Use of the Marks ............................................................................. 20 

9.3 Use of Trade Name and Marks ............................................................................. 20 

9.4 Trademark Disputes .............................................................................................. 20 

9.5 Web Sites .............................................................................................................. 21 

9.6 Covenant ............................................................................................................... 21 

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EXHIBIT D 

10.0 REPORTS, RECORDS, AUDITS, AND PRIVACY ....................................................... 22 

10.1 Reports .................................................................................................................. 22 

10.2 Maintenance of Records ....................................................................................... 22 

10.3 Audit ..................................................................................................................... 22 

10.4 Ownership of Information..................................................................................... 23 

10.5 Privacy and Data Protection.................................................................................. 23 

11.0 CONDEMNATION AND CASUALTY .......................................................................... 23 

11.1 Condemnation ....................................................................................................... 23 

11.2 Casualty................................................................................................................. 24 

11.3 No Extensions of Term ......................................................................................... 24 

12.0 NOTICE OF INTENT TO MARKET .............................................................................. 24 

13.0 TRANSFERS .................................................................................................................... 24 

13.1 Our Transfer .......................................................................................................... 24 

13.2 Your Transfer ........................................................................................................ 24 

14.0 TERMINATION ............................................................................................................... 28 

14.1 Termination with Opportunity to Cure ................................................................. 28 

14.2 Immediate Termination by Us .............................................................................. 28 

14.3 Suspension Interim Remedies ............................................................................... 30 

14.4 Liquidated Damages on Termination .................................................................... 30 

14.5 Actual Damages Under Special Circumstances .................................................... 31 

14.6 Your Obligations on Termination or Expiration ................................................... 32 

15.0 INDEMNITY .................................................................................................................... 33 

16.0 RELATIONSHIP OF THE PARTIES .............................................................................. 34 

16.1 No Agency Relationship ....................................................................................... 34 

16.2 Notices to Public Concerning Your Independent Status....................................... 34 

17.0 MISCELLANEOUS ......................................................................................................... 34 

17.1 Severability and Interpretation .............................................................................. 34 

17.2 Governing Law, Jurisdiction and Venue .............................................................. 35 

17.3 Exclusive Benefit .................................................................................................. 35 

17.4 Entire Agreement .................................................................................................. 35 

17.5 Amendment and Waiver ....................................................................................... 36 

17.6 Consent; Business Judgment................................................................................. 36 

17.7 Notices .................................................................................................................. 36 

17.8 General Release .................................................................................................... 37 

17.9 Remedies Cumulative ........................................................................................... 37 

17.10 Economic Conditions Not a Defense .................................................................... 37 

17.11 Representations and Warranties ............................................................................ 37 

17.12 Counterparts .......................................................................................................... 38 

17.13 Restricted Persons and Anti-Bribery Representations and Warranties ................. 38 

17.14 Attorneys’ Fees and Costs .................................................................................... 38 

17.15 Interest................................................................................................................... 39 

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EXHIBIT D 

17.16 Successors and Assigns ......................................................................................... 39 

17.17 Our Delegation of Rights and Responsibility ....................................................... 39 

17.18 Currency ................................................................................................................ 39 

17.19 English Language.................................................................................................. 39 

17.20 Delivery of Franchise Disclosure Document and Agreement .............................. 39 

17.21 Registration of Agreement .................................................................................... 40 

18.0 WAIVER OF JURY TRIAL AND PUNITIVE DAMAGES ........................................... 40 

ADDENDUM TO FRANCHISE AGREEMENT 

{000011-999987 00194125.DOCX; 2} iii 


EXHIBIT D 

FRANCHISE AGREEMENT 

This Franchise Agreement between Hilton Garden Inns International Franchise LLC (“we,” 

“us,” “our” or “Franchisor”) and the Franchisee (“you,” “your” or “Franchisee”) set forth in 

the Addendum attached to this Agreement, is dated as of the Effective Date. We and you may 

collectively be referred to as the “Parties.” 

INTRODUCTION 

We are a subsidiary of Hilton Worldwide. Hilton Worldwide and its Affiliates own, license, 

lease, operate, manage and provide various services for the Network. We are authorized to grant 

licenses for selected, first-class, independently owned or leased hotel properties, to operate under 

the Brand. You have expressed a desire to enter into this Agreement with us to obtain a license 

to use the Brand in the operation of a hotel at the address or location described in the Addendum. 

NOW, THEREFORE, in consideration of the premises and the undertakings and commitments of 

each party to the other party in this Agreement, the Parties agree as follows: 

1.0 DEFINITIONS 

The following capitalized terms will have the meanings set forth after each term: 

“Affiliate” means any natural person or firm, corporation, partnership, limited liability company, 

association, trust or other entity which, directly or indirectly, Controls, is Controlled by, or is 

under common Control with, the subject entity. 

“Agreement” means this Franchise Agreement, including any exhibits, attachments and 

addenda. 

“Brand” means the brand name set forth in the Addendum. 

“Change of Ownership Application” means the application that is submitted to us by you or 

the Transferee for a new franchise agreement in connection with a Change of Ownership 

Transfer. 

“Change of Ownership Transfer” means any proposed Transfer that results in a change of 

Control of Franchisee, the Hotel, or the Hotel Site and is not otherwise permitted by this 

Agreement, all as set out in Subsection 13.2.3. 

“Competing Brand” means a hotel brand or trade name that, in our sole business judgment, 

competes with the System, or any System Hotel or Network Hotel. 

“Competitor” means any individual or entity that, at any time during the Term, whether directly 

or through an Affiliate, owns in whole or in part, or is the licensor or franchisor of a Competing 

Brand, irrespective of the number of hotels owned, licensed or franchised under such Competing 

Brand name. A Competitor does not include an individual or entity that: (i) is a franchisee of a 

{000011-999987 00194125.DOCX; 2} 1 Franchisor: _____ Witness: _____ 

June 2012 HGI Brazil Franchisee: _____ Witness: _____

EXHIBIT D 

Competing Brand; (ii) manages a Competing Brand hotel, so long as the individual or entity is 

not the exclusive manager of the Competing Brand; or (iii) owns a minority interest in a 

Competing Brand, so long as neither that individual or entity nor any of its Affiliates is an 

officer, director, or employee of the Competing Brand, provides services (including as a 

consultant) to the Competing Brand, or exercises, or has the right to exercise, Control over the 

business decisions of the Competing Brand. 

“Construction Commencement Date” means the date set out in the Addendum, if applicable, 

by which you must commence construction of the Hotel. For the Hotel to be considered under 

construction, you must have begun to pour concrete foundations for the Hotel or otherwise 

satisfied any site-specific criteria for “under construction” set out in the Addendum. 

“Construction Work” means all necessary action for the development, construction, renovation, 

furnishing, equipping, acquisition of supplies and implementation of the Plans and Designs for 

the Hotel. 

“Construction Work Completion Date” means the date set out in the Addendum, if applicable, 

by which you must complete construction of the Hotel. 

“Control” means the possession, directly or indirectly, of the power to direct or cause the 

direction of the management and policies of an entity, or of the power to veto major policy 

decisions of an entity, whether through the ownership of voting securities, by contract, or 

otherwise. 

“Controlling Affiliate” means an Affiliate that directly or indirectly Controls the Hotel and/or 

Controls the entity that Controls the Hotel. 

“Designs” means your plans, layouts, specifications, drawings and designs for the proposed 

furnishings, fixtures, equipment, signs and décor of the Hotel that use and incorporate the 

Standards. 

“Effective Date” means the date set out in the Addendum on which this Agreement becomes 

effective. 

“Entities” means our present or future Affiliates and direct or indirect owners. 

“Equity Interest” means any direct or indirect legal or beneficial interest in the Franchisee, the 

Hotel and/or the Hotel Site. 

“Equity Owner” means the direct or indirect owner of an Equity Interest. 

“Expiration Date” has the meaning set forth in Section 3. 

“Force Majeure” means an event causing a delay in our or your performance that is not the fault 

of or within the reasonable control of the party claiming Force Majeure. Force Majeure includes 

fire, floods, natural disasters, Acts of God, war, civil commotion, terrorist acts, any governmental 



EXHIBIT D 

act or regulation beyond such party’s reasonable control. Force Majeure does not include the 

Franchisee’s financial inability to perform, inability to obtain financing, inability to obtain 

permits or any other similar events unique to the Franchisee or the Hotel or to general economic 

downturn or conditions. 

“General Manager” has the meaning set forth in Subsection 7.1. 

“Gross Receipts Tax” means any gross receipts, sales, use, excise, value added or any similar 

tax. 

“Gross Rooms Revenue” means all revenues derived from the sale or rental of Guest Rooms 

(both transient and permanent) of the Hotel, including revenue derived from the redemption of 

points or rewards under the loyalty programs in which the Hotel participates, amounts 

attributable to breakfast (where the guest room rate includes breakfast), and guaranteed no-show 

revenue and credit transactions, whether or not collected, at the actual rates charged, less 

allowances for any Guest Room rebates and overcharges, and will not include taxes collected 

directly from patrons or guests. Group booking rebates, if any, paid by you or on your behalf to 

third-party groups for group stays must be included in, and not deducted from, the calculation of 

Gross Rooms Revenue. 

“Guarantor” means the person or entity that guaranties your obligations under this Agreement 

or any of Your Agreements. 

“Guest Rooms” means each rentable unit in the Hotel generally used for overnight guest 

accommodations, the entrance to which is controlled by the same key, provided that adjacent 

rooms with connecting doors that can be locked and rented as separate units are considered 

separate Guest Rooms. The initial number of approved Guest Rooms is set forth in the 

Addendum. 

“Hilton Worldwide” means Hilton Worldwide, Inc., a Delaware corporation. 

“Hotel” means the property you will operate under this Agreement and includes all structures, 

facilities, appurtenances, furniture, fixtures, equipment, and entry, exit, parking and other areas 

located on the Hotel Site we have approved for your business or located on any land we approve 

in the future for additions, signs, parking or other facilities. 

“Hotel Site” means the real property on which the Hotel is located or to be located, as approved 

by us. 

“Hotel Work” means Construction Work and/or Renovation Work, as the case may be. 

“Indemnified Parties” means us and the Entities and our and their respective predecessors, 

successors and assigns, and the members, officers, directors, employees, managers, and agents. 

“Information” means all information we obtain from you or about the Hotel or its guests or 

prospective guests under this Agreement or under any agreement ancillary to this Agreement, 



EXHIBIT D 

including agreements relating to the computerized reservation, revenue management, property 

management, and other systems we provide or require, or otherwise related to the Hotel. 

Information includes, but is not limited to, Operational Information, Proprietary Information, and 

Personal Information. 

“Interim Remedy” has the meaning set forth in Subsection 14.3. 

“Laws” means all public laws, statutes, ordinances, orders, rules, regulations, permits, licenses, 

certificates, authorizations, directions and requirements of all governments and governmental 

authorities having jurisdiction over the Hotel, Hotel Site or over Franchisee to operate the Hotel, 

which, now or hereafter, may apply to the construction, renovation, completion, equipping, 

opening and operation of the Hotel. 

“License” has the meaning set forth in Subsection 2.1. 

“Liquidated Damages” has the meaning set forth in Subsections 6.4.4 and 14.4. 

“Management Company” has the meaning set forth in Subsection 7.1. 

“Manual” means all written compilations of the Standards. The Manual may take the form of 

one or more of the following: one or more looseleaf or bound volumes; bulletins; notices; 

videos; CD-ROMS and/or other electronic media; online postings; e-mail and/or electronic 

communications; facsimiles; or any other medium capable of conveying the Manual’s contents. 

“Marks” means the Brand and all other service marks, copyrights, trademarks, trade dress, 

logos, insignia, emblems, symbols and designs (whether registered or unregistered), slogans, 

distinguishing characteristics, and trade names used in the System. 

“Monthly Fees” means, collectively, the Monthly Program Fee and the Monthly Royalty Fee, 

each of which is set forth in the Addendum. 

“Monthly Program Fee” means the fee we require from you in Subsection 8.1, which is set 

forth in the Addendum. 

“Monthly Royalty Fee” means the fee we require from you in Subsection 8.1, which is set forth 

in the Addendum. 

“Network” means the hotels, inns, conference centers, timeshare properties and other operations 

that Hilton Worldwide and its subsidiaries own, license, lease, operate or manage now or in the 

future. 

“Network Hotel” means any hotel, inn, conference center, timeshare property or other similar 

facility within the Network. 

“Opening Date” means the day on which we authorize you to make available the facilities, 

Guest Rooms or services of the Hotel to the general public under the Brand. 



EXHIBIT D 

“Operational Information” means all information concerning the Monthly Fees, other revenues 

generated at the Hotel, room occupancy rates, reservation data and other financial and nonfinancial 

information we require. 

“Other Business(es)” means any business activity we or the Entities engage in, other than the 

licensing of the Hotel. 

“Other Hotels” means any hotel, inn, lodging facility, conference center or other similar 

business, other than a System Hotel or a Network Hotel. 

“Permitted Transfer” means any Transfer by you or your Equity Owners as specified in 

Section 13.2 of this Agreement. 

“Person(s)” means a natural person or entity. 

“Personal Information” means any information that: (i) can be used (alone or when used in 

combination with other information within your control) to identify, locate or contact an 

individual; or (ii) pertains in any way to an identified or identifiable individual. Personal 

Information can be in any media or format, including computerized or electronic records as well 

as paper-based files. 

“PIP” means product improvement plan. 

“PIP Fee” means the fee we charge for creating a PIP as specified in Section 8.3. 

“Plans” means your plans, layouts, specifications, and drawings for the Hotel that use and 

incorporate the Standards. 

“Principal Mark” is the Mark identified as the Principal Mark in the Addendum. 

“Privacy Laws” means any international, national, federal, provincial, state, or local law, code, 

rule or regulation that regulates the processing of Personal Information in any way, including 

data protection laws, laws regulating marketing communications and/or electronic 

communications, information security regulations and security breach notification rules. 

“Proprietary Information” means all information or materials concerning the methods, 

techniques, plans, specifications, procedures, data, systems and knowledge of and experience in 

the development, operation, marketing and licensing of the System, including the Standards and 

the Manuals, whether developed by us, you, or a third party. 

“Publicly Traded Equity Interest” means any Equity Interest that is traded on any securities 

exchange or is quoted in any publication or electronic reporting service maintained by the 

National Association of Securities Dealers, Inc. or any other organization or entity in which your 

shares are listed or traded, or any of their successors. 



EXHIBIT D 

“Quality Assurance Re-Evaluation Fee” has the meaning set forth in Subsection 4.5. 

“Renovation Commencement Date” means the date set out in the Addendum, if applicable, by 

which you must commence Renovation Work. 

“Renovation Work” means the renovation and/or construction work, including purchasing 

and/or leasing and installation of all fixtures, equipment, furnishings, furniture, signs, computer 

terminals and related equipment, supplies and other items that would be required of a new 

System Hotel under the Manual, and any other equipment, furnishings and supplies that we may 

require for you to operate the Hotel as set out in any PIP applicable to the Hotel. 

“Renovation Work Completion Date” means the date set out in the Addendum, if applicable, 

by which you must complete Renovation Work. 

“Reports” mean daily, monthly, quarterly and annual operating statements, profit and loss 

statements, balance sheets, and other financial and non-financial reports we require. 

“Reservation Service” means the reservation service we designate in the Standards for use by 

System Hotels. 

“Restricted Area Provision” has the meaning set forth in the Addendum. [INCLUDE ONLY 

IF RESTRICTED AREA PROVISION INCLUDED] 

“Restricted Person(s)” means: 1) the government of any country that is subject to an embargo 

imposed by the United States government; 2) Persons located in or organized under the laws of 

any country that is subject to an embargo imposed by the United States government; 3) Persons 

ordinarily resident in any country that is subject to an embargo imposed by the United States 

government; and 4) Persons periodically identified by any government or legal authority under 

Law as a Person with whom dealings and transactions by us or the Entities are prohibited or 

restricted, including Persons designated on the U.S. Department of the Treasury’s Office of 

Foreign Assets Control (OFAC) List of Specially Designated Nationals and Other Blocked 

Persons (including terrorists and narcotics traffickers); and similar restricted party listings, 

including those maintained by other governments pursuant to applicable United Nations, regional 

or national trade or financial sanctions. 

“Room Addition Fee” means a sum equal to the then-current Room Addition Fee charged for 

new System Hotels multiplied by the number of Additional Guest Rooms you wish to add to the 

Hotel in accordance with Subsection 6.6.3. 

“Royalty Withholdings” has the meaning set forth in Subsection 8.4. 

“Securities” means any public offering, private placement or other sale of securities in the 

Franchisee, the Hotel or the Hotel Site. 

“Site” means domain names, the World Wide Web, the Internet, computer network/distribution 

systems, or other electronic communications sites. 



EXHIBIT D 

“Standards” means all standards, specifications, requirements, criteria, and policies that have 

been and are in the future developed and compiled by us for use by you in connection with the 

design, construction, renovation, refurbishment, appearance, equipping, furnishing, supplying, 

opening, operating, maintaining, marketing, services, service levels, quality, and quality 

assurance of System Hotels, including the Hotel, and for hotel advertising and accounting, 

whether contained in the Manual or set out in this Agreement or other written communication. 

“System” means the elements, including know-how, that we designate to distinguish hotels 

operating worldwide under the Brand (as may in certain jurisdictions be preceded or followed by 

a supplementary identifier such as “by Hilton”) that provide to the consuming public a similar, 

distinctive, high-quality hotel service. The System currently includes: the Brand, the Marks, the 

Trade Name, and the Standards; access to a reservation service; advertising, publicity and other 

marketing programs and materials; training programs and materials; and programs for our 

inspection of the Hotel and consulting with you. 

“System Hotels” means hotels operating under the System using the Brand name. 

“Taxes” means any and all withholding, sales, use, excise, consumption, VAT and other similar 

taxes or duties, levies, fees or assessments of whatsoever nature. 

“Term” has the meaning set forth in Section 3.0. 

“Territory” means Brazil. 

“Trade Name” means the name of the Hotel set forth in the Addendum. 

“Transfer” means in all its forms, any sale, lease, assignment, spin-off, transfer, or other 

conveyance of a direct or indirect legal or beneficial interest. 

“Transferee” means the proposed new franchisee resulting from a Transfer. 

“Your Agreements” means any other agreement between you and us or any of the Entities 

related to this Agreement, the Hotel and/or the Hotel Site. 

2.0 GRANT OF LICENSE 

2.1 Non-Exclusive License. We grant to you and you accept a limited, non-exclusive 

License to use the Marks and the System during the Term at, and in connection with, the 

operation of the Hotel in accordance with the terms of this Agreement. 

2.2 Reserved Rights. 

2.2.1 This Agreement does not limit our right, or the right of the Entities, to 

own, license or operate any Other Business of any nature, whether in the lodging or hospitality 

industry or not, and whether under the Brand, a Competing Brand, or otherwise. We and the 



EXHIBIT D 

Entities have the right to engage in any Other Businesses, even if they compete with the Hotel, 

the System, or the Brand, and whether we or the Entities start those businesses, or purchase, 

merge with, acquire, are acquired by, come under common ownership with, or associate with, 

such Other Businesses. 

2.2.2 We may also: 

2.2.2.1 add, alter, delete or otherwise modify elements of the System; 

2.2.2.2 use or license to others all or part of the System; 

2.2.2.3 use the facilities, programs, services and/or personnel used in 

connection with the System in Other Businesses; and 

Businesses. 

2.2.2.4 use the System, the Brand and the Marks in the Other 

2.2.3 You acknowledge and agree that you have no rights to, and will not make 

any claims or demands for, damages or other relief arising from or related to any of the foregoing 

activities, and you acknowledge and agree that such activities will not give rise to any liability on 

our part, including liability for claims for unfair competition, breach of contract, breach of any 

applicable implied covenant of good faith and fair dealing, or divided loyalty (as such terms are 

known in the United States). 

[INCLUDE ONLY IF RESTRICTED AREA PROVIDED:] 

2.3 Restricted Area Provision. The Restricted Area Provision is set forth in the 

Addendum. 

3.0 TERM 

The Term shall begin on the Effective Date and will end, without further notice, on the 

Expiration Date set forth in the Addendum, unless terminated earlier under the terms of this 

Agreement. You acknowledge and agree that this Agreement is non-renewable and that this 

Agreement confers on you absolutely no rights of license renewal or extension whatsoever 

following the Expiration Date. 

4.0 OUR RESPONSIBILITIES 

We have the following responsibilities to you under this Agreement. We reserve the right to 

fulfill some or all of these responsibilities through one of the Entities or through unrelated third 

parties, in our sole business judgment. We may require you to make payment for any resulting 

services or products directly to the provider. 

4.1 Training. We may specify certain required and optional training programs and 

provide these programs at various locations. We may charge you for required training services 

and materials and for optional training services and materials we provide to you. You are 



EXHIBIT D 

responsible for all travel, lodging and other expenses you or your employees incur in attending 

these programs. 

4.2 Reservation Service. We will furnish you with the Reservation Service. The 

Reservation Service will be furnished to you on the same basis as it is furnished to other System 

Hotels in the Territory, subject to the provisions of Subsection 14.3 below. 

4.3 Consultation. We may offer consultation services and advice in areas such as 

operations, facilities, and marketing. We may establish fees in advance, or on a project-byproject 

basis, for any consultation service or advice you request. Any consultation services and 

advice that you request will be given in the United States. 

4.4 Marketing. 

4.4.1 We will publish (either in hard copy or electronic form) and make 

available to the traveling public a directory that includes System Hotels. We will include the 

Hotel in advertising of System Hotels and in international, national and regional marketing 

programs in accordance with our general practice for System Hotels. 

4.4.2 We will use your Monthly Program Fee to pay for various programs to 

benefit the System, including: 

4.4.2.1 advertising, promotion, publicity, public relations, market 

research, and other marketing programs; 

System Hotels; 

and support; and 

4.4.2.2 developing and maintaining directories of and Internet sites for 

4.4.2.3 developing and maintaining the Reservation Service systems 

4.4.2.4 administrative costs and overhead related to the administration 

or direction of these projects and programs. 

4.4.3 We will have the sole right to determine how and when we spend these 

funds, including sole control over the creative concepts, materials and media used in the 

programs, the placement and allocation of advertising, and the selection of promotional 

programs. 

4.4.4 We may enter into arrangements for development, marketing, operations, 

administrative, technical and support functions, facilities, programs, services and/or personnel 

with any other entity, including any of the Entities or a third party. 

4.4.5 You acknowledge that Monthly Program Fees are intended for the benefit 

of the System and will not simply be used to promote or benefit any one System Hotel or market. 

We will have no obligation in administering any activities paid for with the Monthly Program 



EXHIBIT D 

Fee to make expenditures for you that are equivalent or proportionate to your payments or to 

ensure that the Hotel benefits directly or proportionately from such expenditures. 

4.4.6 We may create any programs and allocate monies derived from Monthly 

Program Fees to any regions or localities, as we consider appropriate in our sole business 

judgment. The aggregate of Monthly Program Fees paid to us by System Hotels does not 

constitute a trust or “advertising fund” and we are not a fiduciary with respect to the Monthly 

Program Fees paid by you and other System Hotels. 

4.4.7 We are not obligated to expend funds in excess of the amounts received 

from System Hotels. If any interest is earned on unused Monthly Program Fees, we will use the 

interest before using the principal. The Monthly Program Fee does not cover your costs of 

participating in any optional marketing programs and promotions offered by us in which you 

voluntarily choose to participate. These Monthly Program Fees do not cover the cost of 

operating the Hotel in accordance with the Standards. 

4.5 Inspections/Compliance Assistance. We will administer a quality assurance 

program for the System that may include conducting pre-opening and periodic inspections of the 

Hotel and guest satisfaction surveys and audits to ensure compliance with the Standards. You 

will permit us to inspect the Hotel without prior notice to you to determine if the Hotel is in 

compliance with the Standards. You will cooperate with our representatives during these 

inspections. You will then take all steps necessary to correct any deficiencies within the times we 

establish. You may be charged a Quality Assurance Re-Evaluation Fee as set forth in the 

Standards. You will provide complimentary accommodations for the quality assurance auditor 

each time we conduct a regular inspection or a special on-site quality assurance re-evaluation 

after the Hotel has failed a regular quality assurance evaluation or to verify that deficiencies 

noted in a quality assurance evaluation report or PIP have been corrected or completed by the 

required dates. 

4.6 Manual. We will issue to you or make available in electronic form the Manual 

and any revisions and updates we may make to the Manual during the Term. You agree to 

ensure that your copy of the Manual is, at all times, current and up to date. If there is any dispute 

as to your compliance with the provisions of the Manual, the master copy of the Manual 

maintained at our principal office will control. 

4.7 Equipment and Supplies. We will make available to you for use in the Hotel 

various purchase, lease, or other arrangements for exterior signs, operating equipment, operating 

supplies, and furnishings, which we make available to other System Hotels. 

5.0 YOUR RESPONSIBILITIES 

5.1 Operational and Other Requirements. You must: 

5.1.1 after the Opening Date, operate the Hotel twenty-four (24) hours a day; 



EXHIBIT D 

5.1.2 operate the Hotel using the System, in compliance with this Agreement 

and the Standards, and in such a manner to provide courteous, uniform, respectable and high 

quality lodging and other services and conveniences to the public. You acknowledge that, 

although we provide the Standards, you have exclusive day-to-day control of the business and 

operation of the Hotel and we do not in any way possess or exercise such control; 

5.1.3 comply with the Standards, including our specifications for all supplies, 

products and services. We may require you to purchase a particular brand of product or service 

to maintain the common identity and reputation of the Brand, and you will comply with such 

requirements. Unless we specify otherwise, you may purchase products from any authorized 

source of distribution; however, we reserve the right, in our business judgment, to enter into 

exclusive purchasing arrangements for particular products or services and to require that you 

purchase products or services from approved suppliers or distributors; 

5.1.4 install, display, and maintain signage displaying or containing the Brand 

name and other distinguishing characteristics in accordance with Standards we establish for 

System Hotels; 

5.1.5 comply with Standards for the training of persons involved in the 

operation of the Hotel, including completion by the General Manager and other key personnel of 

the Hotel of a training program for operation of the Hotel under the System, at a site we 

designate. You will pay us all fees and charges, if any, we require for your personnel to attend 

these training programs. You are responsible for all travel, lodging and other expenses you or 

your employees incur in attending these programs; 

5.1.6 purchase and maintain property management, revenue management, inroom 

entertainment, telecommunications, high-speed internet access, and other computer and 

technology systems that we designate for the System or any portion of the System based on our 

assessment of the long-term best interests of System Hotels, considering the interest of the 

System as a whole; 

5.1.7 advertise and promote the Hotel and related facilities and services on a 

local and regional basis in a first-class, dignified manner, using our identity and graphics 

Standards for all System Hotels, at your cost and expense. You must submit to us for our 

approval samples of all advertising and promotional materials that we have not previously 

approved (including any materials in digital, electronic or computerized form or in any form of 

media that exists now or is developed in the future) before you produce or distribute them. You 

will not begin using the materials until we approve them. You must immediately discontinue 

your use of any advertising or promotional material we disapprove, even if we previously 

approved the materials; 

5.1.8 participate in and pay all charges in connection with all required System 

guest complaint resolution programs, which programs may include chargebacks to the Hotel for 

guest refunds or credits and all required System quality assurance programs, such as guest 

comment cards, customer surveys and mystery shopper programs. You must maintain minimum 

performance Standards and scores for quality assurance programs we establish; 



EXHIBIT D 

5.1.9 honor all nationally recognized credit cards and credit vouchers issued for 

general credit purposes that we require and enter into all necessary credit card and voucher 

agreements with the issuers of such cards or vouchers; 

5.1.10 participate in and use the Reservation Service, including any additions, 

enhancements, supplements or variants we develop or adopt, and honor and give first priority on 

available rooms to all confirmed reservations referred to the Hotel through the Reservation 

Service. The only reservation service or system you may use for outgoing reservations referred 

by or from the Hotel to other Network Hotels will be the Reservation Service or other reservation 

services we designate; 

5.1.11 comply with Laws and, on request, give evidence to us of compliance; 

5.1.12 participate in, and promptly pay all fees, commissions and charges 

associated with, all travel agent commission programs and third-party reservation and 

distribution services (such as airline reservation systems), all as required by the Standards and in 

accordance with the terms of these programs, all of which may be modified; 

5.1.13 not engage, directly or indirectly, in any cross-marketing or crosspromotion 

of the Hotel with any Other Hotel or related business, without our prior written 

consent. You agree to refer guests and customers, wherever reasonably possible, only to System 

Hotels or Network Hotels. We may require you to participate in programs designed to refer 

prospective customers to Other Hotels. You must display all material, including brochures and 

promotional material we provide for System Hotels and Network Hotels, and allow advertising 

and promotion only of System Hotels and Network Hotels on the Hotel Site, unless we 

specifically direct you to include advertising or promotion of Other Hotels; 

5.1.14 treat as confidential the Standards, the Manual and all other Proprietary 

Information. You acknowledge and agree that you do not acquire any interest in the Proprietary 

Information other than the right to utilize the same in the development and operation of the Hotel 

under the terms of this Agreement. You agree that you will not use the Proprietary Information 

in any business or for any purpose other than in the development and operation of the Hotel 

under the System and will maintain the absolute confidentiality of the Proprietary Information 

during and after the Term. You will not make unauthorized copies of any portion of the 

Proprietary Information; and will adopt and implement all procedures we may periodically 

establish in our business judgment to prevent unauthorized use or disclosure of the Proprietary 

Information, including restrictions on disclosure to employees and the use of non-disclosure and 

non-competition clauses in agreements with employees, agents and independent contractors who 

have access to the Proprietary Information; 

5.1.15 not become a Competitor, or permit your Affiliate to become a 

Competitor, in the upscale hotel market segment, or any substantially equivalent market 

segment, as determined by Smith Travel Research (“STR”) (or, if STR is no longer in existence, 

STR’s successor or other such industry resource that is as equally as reputable as STR); 



EXHIBIT D 

5.1.16 own fee simple title (or long-term ground leasehold interest for a term 

equal to the Term) to the real property and improvements that comprise the Hotel and the Hotel 

Site, or alternatively, at our request, cause the fee simple owner, or other third party acceptable to 

us, to provide its guaranty covering all of your obligations under this Agreement in form and 

substance acceptable to us; 

5.1.17 maintain legal possession and control of the Hotel and Hotel Site for the 

Term and promptly deliver to us a copy of any notice of default you receive from any mortgagee, 

trustee under any deed of trust, or ground lessor for the Hotel, and on our request, provide any 

additional information we may request related to any alleged default; 

5.1.18 not directly or indirectly conduct, or permit by lease, concession 

arrangement or otherwise, gaming or casino operations in or connected to the Hotel or on the 

Hotel Site, or otherwise engage in any activity which, in our business judgment, is likely to 

adversely reflect upon or affect in any manner, any gaming licenses or permits held by the 

Entities or the then-current stature of any of the Entities with any gaming commission, board, or 

similar governmental or regulatory agency, or the reputation or business of any of the Entities; 

5.1.19 not directly or indirectly conduct or permit the marketing or sale of 

timeshares, vacation ownership, fractional ownership, condominiums or like schemes at, or 

adjacent to, the Hotel. This restriction will not prohibit you from directly or indirectly 

conducting timeshare, vacation ownership, fractional ownership, or condominium sales or 

marketing at and for any property located adjacent to the Hotel that is owned or leased by you so 

long as you do not use any of the Marks in such sales or marketing efforts and you do not use the 

Hotel or its facilities in such sales and marketing efforts or in the business operations of the 

adjacent property; 

5.1.20 participate in and pay all charges related to our marketing programs (in 

addition to programs covered by the Monthly Program Fee), all guest frequency programs we 

require, and any optional programs that you opt into; 

5.1.21 honor the terms of any discount or promotional programs (including any 

frequent guest program) that we offer to the public on your behalf, any room rate quoted to any 

guest at the time the guest makes an advance reservation, and any award certificates issued to 

Hotel guests participating in these programs; 

5.1.22 after the Effective Date, maintain, at your expense, insurance of the types 

and in the minimum amounts we specify in the Standards. All such insurance must be with 

insurers having the minimum ratings we specify, name as additional insureds the parties we 

specify in the Standards, and carry the endorsements and notice requirements we specify in the 

Standards. If you fail or neglect to obtain or maintain the insurance or policy limits required by 

this Agreement or the Standards, we have the option, but not the obligation, to obtain and 

maintain such insurance without notice to you, and you will immediately on our demand pay us 

the premiums and cost we incur in obtaining this insurance; 



EXHIBIT D 

5.1.23 not share the business operations and Hotel facilities with any Other Hotel 

or other business; 

5.1.24 not engage in any tenant-in-common syndication or Transfer of any 

tenant-in-common interest in the Hotel or the Hotel Site; and 

5.1.25 promptly provide to us all information we reasonably request about you 

and your Affiliates (including your respective beneficial owners, officers, directors, shareholders, 

partners or members) and/or the Hotel, title to the property on which the Hotel is constructed and 

any other property used by the Hotel. 

6.0 HOTEL WORK 

6.1 Necessary Consents. 

6.1.1 You must obtain our prior written consent before retaining or engaging 

any architect, interior designer, general contractor and major subcontractors for the Hotel. We 

will not unreasonably withhold such consent. 

6.1.2 Plans and Designs must be submitted to us in accordance with the 

schedule specified in the Addendum or any PIP. Before we approve your Plans, your architect or 

other certified professional must certify to us that the Plans comply with all Laws related to 

accessibility/accommodations/facilities for those with disabilities. 

6.1.3 You shall not commence any Hotel Work unless and until we have issued 

our written consent in respect of the Plans and Designs, which consent will not be unreasonably 

withheld. 

6.1.4 Once we have provided our consent to the Plans and Designs, no change 

may be made to the Plans or Designs without our prior written consent. By consenting to the 

Plans and Designs or any changes or modifications to the Plans and Designs, we do not warrant 

the depth of our analysis or assume any responsibility or liability for the suitability of the Plans 

and Designs or the resulting Hotel Work. 

6.1.5 You are solely responsible for ensuring that the Plans and Designs 

(including Plans and Designs for Hotel Work) comply with our then-current Standards, the 

Manual, and all Laws. 

6.2 Initial Hotel Work. You will perform or cause the Hotel Work to be performed 

in accordance with this Agreement, the approved Plans and Designs, the Manual and, for 

Renovation Work, the PIP. You will bear the entire cost of the Hotel Work, including the cost of 

the Plans and Designs, professional fees, licenses, permits, equipment, furniture, furnishings and 

supplies. You are solely responsible for obtaining all necessary licenses, permits and zoning 

variances required for the Hotel Work. 



EXHIBIT D 

6.3 Commencement and Completion of the Hotel Work. 

6.3.1 You will commence the Hotel Work on or before the Construction 

Commencement Date or Renovation Commencement Date specified in the Addendum. Once 

commenced, the Hotel Work will continue uninterrupted except to the extent continuation is 

prevented by events of Force Majeure. You must give written notice to us specifying the nature 

and duration of any event of Force Majeure promptly after becoming aware of the event, and 

specifying that you have used, and continue to use, reasonable endeavours to mitigate the effects 

of such event until such event ceases to exist. You must promptly provide to us evidence that the 

Construction Work has commenced if we request it. 

6.3.2 The Hotel Work must be completed and the Hotel must be furnished, 

equipped, and otherwise made ready to open in accordance with the terms of this Agreement no 

later than the Construction Work Completion Date or Renovation Work Completion Date 

specified in the Addendum. 

6.3.3 On completion of the Hotel Work and, as a condition to our authorization 

to open the Hotel, your architect, general contractor or other certified professional must provide 

us with a certificate stating that the as-built premises comply with all Laws relating to 

accessibility/accommodations/facilities for those with disabilities. 

6.4 Opening the Hotel. 

6.4.1 You will open the Hotel on the Opening Date. You will not open the 

Hotel unless and until you receive our written consent to do so pursuant to Subsection 6.4.2 or 

6.4.3. 

6.4.2 You will give us at least fifteen (15) days advance notice that you have 

complied with all the terms and conditions of this Agreement and the Hotel is ready to open. We 

will use reasonable efforts within fifteen (15) days after we receive your notice to visit the Hotel 

and to conduct other investigations as we deem necessary to determine whether to authorize the 

opening of the Hotel, but we will not be liable for delays or loss occasioned by our inability to 

complete our investigation and to make this determination within the fifteen (15) day period. If 

you fail to pass our initial opening site visit, we may, in our sole business judgment, charge you 

reasonable fees associated with any additional visits. 

until: 

Agreement; 

6.4.3 We shall be entitled to withhold our consent to the opening of the Hotel 

6.4.3.1 you have complied with all the terms and conditions in this 

manner we require; 

6.4.3.2 your staff has received adequate training and instruction in the 



EXHIBIT D 

6.4.3.3 you have received authorization to open the Hotel from the 

relevant governmental authority for the jurisdiction in which the Hotel is located, if applicable; 

and 

paid. 

Agreement. 

6.4.3.4 all fees and charges you owe to us or the Entities have been 

6.4.4 Opening the Hotel before the Opening Date is a material breach of this 

6.4.4.1 You will pay us Liquidated Damages in the amount of Five 

Thousand Dollars ($5,000) per day if you open the Hotel before the Opening Date to compensate 

us for the damage caused by such breach. You must also reimburse us for all of our costs and 

expenses, including legal fees, incurred in enforcing our rights under this Agreement. 

6.4.4.2 These Liquidated Damages for damage to our Marks shall not 

limit or exclude any other remedies we may have at law or in equity. You acknowledge and 

agree that that the Liquidated Damages payable under this Subsection represent a reasonable 

estimate of the minimum just and fair compensation for the damages we will suffer as the result 

of the opening of the Hotel before the Opening Date in material breach of this Agreement. 

6.5 Performance of Agreement. You must satisfy all of the terms and conditions of 

this Agreement, and equip, supply, staff and otherwise make the Hotel ready to open under our 

Standards. As a result of your efforts to comply with the terms and conditions of this Agreement, 

you will incur significant expense and expend substantial time and effort. You acknowledge and 

agree that we will have no liability or obligation to you for any losses, obligations, liabilities or 

expenses you incur if we do not authorize the Hotel to open or if we terminate this Agreement 

because you have not complied with the terms and conditions of this Agreement. 

6.6 Hotel Refurbishment and Room Addition. 

6.6.1 We may periodically require you to modernize, rehabilitate and/or upgrade 

the Hotel’s fixtures, equipment, furnishings, furniture, signs, computer hardware and software 

and related equipment, supplies and other items to meet the then-current Standards. You will 

make these changes at your sole cost and expense and in the time frame we require. 

6.6.2 You may not make any significant changes (including major changes in 

structure, design or décor) in the Hotel. Minor redecoration and minor structural changes that 

comply with our Standards will not be considered significant. 

6.6.3 You may not make any change in the number of approved Guest Rooms in 

the Addendum. If you wish to add additional Guest Rooms to the Hotel after the Opening Date, 

you must submit an application to obtain our consent. If we consent to the addition of Guest 

Rooms at the Hotel, you must pay us our then-current Room Addition Fee. As a condition to our 

granting approval of your application, we may require you to modernize, rehabilitate or upgrade 

the Hotel in accordance with Subsection 6.6.1 of this Agreement, and to pay us our then-current 



EXHIBIT D 

PIP Fee to prepare a PIP to determine the renovation requirements for the Hotel. We may also 

require you to execute an amendment to this Agreement covering the terms and conditions of our 

consent to the addition of Guest Rooms. The Room Addition Fee is consideration for services 

rendered in the U.S. by us and/or the Entities in connection with the evaluation and processing of 

such application. 

7.0 STAFF AND MANAGEMENT OF THE HOTEL 

7.1 You are solely responsible for the management of the Hotel’s business. You will 

provide qualified and experienced management (a “Management Company”) and an individual 

to manage the Hotel (a “General Manager”), each approved by us in writing [IF APPLICABLE 

at least six (6) months before the Opening Date]. We have the right to communicate directly 

with the Management Company and managers at the Hotel. We may rely on the 

communications of such managers or Management Company as being on your behalf. Any 

Management Company and/or General Manager must have the authority to perform all of your 

obligations under this Agreement. The engagement of a Management Company does not reduce 

your obligations under this Agreement. In the case of any conflict between this Agreement and 

any agreement with the Management Company or General Manager, this Agreement prevails. 

7.2 You represent and agree that you have not, and will not, enter into any lease, 

management agreement or other similar arrangement for the operation of the Hotel or any part of 

the Hotel without our prior written consent. To be approved by us as the operator of the Hotel, 

you, any proposed Management Company and any proposed General Manager must be qualified 

to manage the Hotel. We may refuse to approve you, any proposed Management Company or 

any proposed General Manager who is a Competitor or which, in our business judgment, is 

inexperienced or unqualified in managerial skills or operating capability or is unable or unwilling 

to adhere fully to your obligations under this Agreement. 

7.3 If the Management Company becomes a Competitor or the Management 

Company and/or the General Manager resigns or is terminated by you or otherwise becomes 

unsuitable in our sole business judgment to manage the Hotel during the Term, you will have 

ninety (90) days to retain a qualified substitute Management Company and/or General Manager 

acceptable to us. 

8.0 PAYMENT OF FEES 

8.1 Monthly Fees. Beginning on the Opening Date, you will pay to us for each 

month (or part of a month, including the final month you operate under this Agreement) the 

Monthly Fees, each of which is set forth in the Addendum. The Monthly Program Fee is 

consideration for services rendered in the U.S. by and/or the Entities. 

8.2 Calculation and Payment of Fees. 

8.2.1 The Monthly Fees will be calculated in accordance with the accounting 

methods of the then-current Uniform System of Accounts for the Lodging Industry, or such other 

accounting methods specified by us in the Manual. For purposes of this Agreement, the 



EXHIBIT D 

conversion rate for Gross Rooms Revenue into U.S. Dollars for hotels utilizing our then-current 

proprietary property management system shall be the daily rate of exchange reported by the Wall 

Street Journal in New York (or such other reference source as we may periodically specify). For 

hotels not utilizing our then-current proprietary property management system, the conversion of 

Gross Rooms Revenue into U.S. Dollars shall be the rate of exchange reported by the Wall Street 

Journal in New York (or such other reference source as we may periodically specify) for the 

purchase of U.S. Dollars as of the 15th day of the month after the month in which the Gross 

Rooms Revenue was generated. 

8.2.2 The Monthly Fees will be paid to us at the place and in the manner we 

designate on or before the fifteenth (15th) day of each month and will be accompanied by our 

standard schedule setting forth in reasonable detail the computation of the Monthly Fees for such 

month. 

8.2.3 We may require you to transmit the Monthly Fees and all other payments 

required under this Agreement by wire transfer or other form of electronic funds transfer and to 

provide the standard schedule in electronic form. You must bear all costs of wire transfer or 

other form of electronic funds transfer or other electronic payment and reporting. 

8.2.4 In the event of fire or other insured casualty that results in a reduction of 

Gross Rooms Revenue, you will determine and pay us, from the proceeds of any business 

interruption or other insurance applicable to loss of revenues, an amount equal to the forecasted 

Monthly Fees, based on the Gross Rooms Revenue amounts agreed on between you and your 

insurance company that would have been paid to us in the absence of such casualty. 

8.3 Other Fees. You will timely pay all amounts due us or any of the Entities for any 

invoices or for goods or services purchased by or provided to you or paid by us or any of the 

Entities on your behalf, including pre-opening sales and operations training or extension fees as 

specified on the Addendum. 

8.4 Taxes. All fees and charges payable to us or any of the Entities under this 

Agreement, including the Franchise Application Fee and the Monthly Program Fee (but not the 

Monthly Royalty Fee), shall be exclusive of Taxes. The Monthly Royalty Fees payable under 

this Agreement shall be exclusive of any Taxes, except for any taxes in the nature of income tax 

imposed on measurement of net income with respect to the Monthly Royalty Fees (“Royalty 

Withholdings”). 

If we are required by any applicable law to make any deduction or withholding on 

account of Taxes or otherwise, excluding any Royalty Withholdings, from any payment payable 

to us or any of the Entities, you shall, together with such payment, pay such additional amount as 

will ensure that we or any of the Entities receives a net amount (free from any deduction or 

withholding in respect of such additional amount itself) free and clear of any such Taxes or other 

deductions or withholdings and equal to the full amount which we would otherwise have 

received as if no such Taxes or other deductions or withholdings, except any Royalty 

Withholding, had been required. We or the appropriate Entity may provide an invoice to you for 

any Taxes, deductions or withholdings (excluding Royalty Withholdings) that were deducted or 



EXHIBIT D 

withheld from any payment made to us or any of the Entities under this Agreement, which 

invoice you must promptly pay. Where appropriate, you shall provide us with a copy of your tax 

residency certificate or tax exemption documentation or any other required documentation that 

permits a reduced withholding tax rate to apply for payments to us, and you agree to withhold tax 

at the applicable reduced withholding tax rate. 

You shall forward to us, promptly after payment (1) copies of official receipts or other 

evidence reasonably satisfactory to us showing the full amount of Taxes, including Royalty 

Withholdings, and/or any other deduction or withholding that has been paid to the relevant tax 

authority; and (2) a statement in English (in a form we require) listing the full amount of Taxes, 

including Royalty Withholdings, and/or any other deduction or withholding that has been paid in 

local currency and U.S. Dollars. Such tax receipts and statements should be sent 

to: Withholding Tax Coordinator, Corporate Tax Department, Hilton Worldwide, Inc., 755 

Crossover Lane, Memphis, TN 38117, or such other address that we may periodically designate. 

8.5 Application of Fees. We may apply any amounts received from you to any 

amounts due under this Agreement. 

9.0 PROPRIETARY RIGHTS 

9.1 Our Proprietary Rights. 

9.1.1 You will not contest, either directly or indirectly during or after the Term: 

9.1.1.1 our (and/or any Entities’) ownership of, rights to and interest in 

the System, Brand, Marks and any of their elements or components, including present and future 

distinguishing characteristics and agree that neither you nor any design or construction 

professional engaged by you may use our Standards, our Manual or your approved Plans and 

Designs for any hotel or lodging project other than the Hotel; 

9.1.1.2 our sole right to grant licenses to use all or any elements or 

components of the System; 

9.1.1.3 that we (and/or the Entities) are the owner of (or the licensee of, 

with the right to sub-license) all right, title and interest in and to the Brand and the Marks used in 

any form and in any design, alone or in any combination, together with the goodwill they 

symbolize; or 

9.1.1.4 the validity or ownership of the Marks. The current registration 

and application status of the Marks in Brazil is attached as Schedule 3. 

9.1.2 You acknowledge that these Marks have acquired a secondary meaning 

which indicates that the Hotel, Brand and System are operated by or with our approval. All 

improvements and additions to, or associated with, the System, all Marks, and all goodwill 

arising from your use of the System and the Marks, will inure to our benefit and become our 

property (or that of the applicable Entities), even if you develop them. 



EXHIBIT D 

9.1.3 You will not apply for or obtain any trademark or service mark 

registration of any of the Marks or any confusingly similar marks in your name or on behalf of or 

for the benefit of anyone else. You acknowledge that you are not entitled to receive any payment 

or other value from us or from any of the Entities for any goodwill associated with your use of 

the System or the Marks, or any elements or components of the System. 

9.2 Trade Name, Use of the Marks. 

9.2.1 Trade Name. 

9.2.1.1 The Hotel will be initially known by the Trade Name set forth 

in the Addendum. We may change the Trade Name, the Brand name and/or any of the Marks 

(but not the Principal Mark), or the way in which any of them (including the Principal Mark) are 

depicted, at any time at our sole option and at your expense. You may not change the Trade 

Name without our specific prior written consent. 

9.2.1.2 You acknowledge and agree that you are not acquiring the right 

to use any service marks, copyrights, trademarks, trade dress, logos, designs, insignia, emblems, 

symbols, slogans, distinguishing characteristics, trade names, domain names or other marks or 

characteristics owned by us or licensed to us that we do not specifically designate to be used in 

the System. 

9.3 Use of Trade Name and Marks. You will operate under the Marks, using the 

Trade Name, at the Hotel. You will not adopt any other names or marks in operating the Hotel 

without our approval. You will not, without our prior written consent, use any of the Marks, or 

the word “Hilton,” or other Network trademarks, trade names or service marks, or any similar 

words or acronyms, in: 

9.3.1 your corporate, partnership, business or trade name; 

9.3.2 any Internet-related name (including a domain name); 

9.3.3 or any business operated separately from the Hotel, including the name or 

identity of developments adjacent to or associated with the Hotel. 

9.4 Trademark Disputes. 

9.4.1 You will immediately notify us of any infringement or dilution of or 

challenge to your use of any of the Marks and will not, absent a court order or our prior written 

consent, communicate with any other person regarding any such infringement, dilution, 

challenge or claim. We will take the action we deem appropriate with respect to such challenges 

and claims and have the sole right to handle disputes concerning use of all or any part of the 

Marks or the System. You will fully cooperate with us and any applicable Entity in these 

matters. We will reimburse you for expenses incurred by you as the direct result of activities 

undertaken by you at our prior written request and specifically relating to the trademark dispute 



EXHIBIT D 

at issue. We will not reimburse you for any other expenses incurred by you for cooperating with 

us or the Entities. 

9.4.2 You appoint us as your exclusive attorney-in-fact, to prosecute, defend 

and/or settle all disputes of this type at our sole option. You will grant to the persons designated 

by us a special power of attorney, as broad as it may be necessary and required by law, for such 

purposes. You will sign any documents we or the applicable Entity believe are necessary to 

prosecute, defend or settle any dispute or obtain protection for the Marks and the System, 

including the granting to us and/or our designees the necessary powers of attorney as required by 

applicable law, and will assign to us any claims you may have related to these matters. Our 

decisions as to the prosecution, defense or settlement of the dispute will be final. All recoveries 

made as a result of disputes with third parties regarding use of all or part of the System or the 

Marks will be for our account. 

9.5 Web Sites. 

9.5.1 You may not register, own, maintain or use any Sites that relate to the 

Network or the Hotel or that include the Marks. The only domain names, Sites, or Site 

contractors that you may use relating to the Hotel or this Agreement are those we assign or 

otherwise approve in writing. You acknowledge that you may not, without a legal license or 

other legal right, post on your Sites any material in which any third party has any direct or 

indirect ownership interest. You must incorporate on your Sites any information we require in 

the manner we deem necessary to protect our Marks. 

9.5.2 Any use of the Marks on any Site must conform to our requirements, 

including the identity and graphics Standards for all System hotels. Given the changing nature of 

this technology, we have the right to withhold our approval, and to withdraw any prior approval, 

and to modify our requirements. 

9.6 Covenant. 

9.6.1 You agree, as a direct covenant with us and the Entities, that you will 

comply with all of the provisions of this Agreement related to the manner, terms and conditions 

of the use of the Marks and the termination of any right on your part to use any of the Marks. 

Any non-compliance by you with this covenant or the terms of this Agreement related to the 

Marks, or any unauthorized or improper use of the System or the Marks, will cause irreparable 

damage to us and/or to the Entities and is a material breach of this Agreement. 

9.6.2 If you engage in such non-compliance or unauthorized and/or improper 

use of the System or the Marks during or after the Term, we and any of the applicable Entities, 

along with the successors and assigns of each, will be entitled to both temporary and permanent 

injunctive relief against you from any court of competent jurisdiction, in addition to all other 

remedies we or the Entities may have at law. You consent to the entry of such temporary and 

permanent injunctions. You must pay all costs and expenses, including reasonable attorneys’ 

fees, expert fees, costs and other expenses of litigation that we and/or the Entities may incur in 

connection with your non-compliance with this covenant. In addition, you agree, in the event of 



EXHIBIT D 

any non-compliance with any of your obligations in this Section 9, to pay to us, as liquidated 

damages, the amount of $10,000 U.S. Dollars for each day that you fail or delay in complying 

with your obligations until full compliance therewith is given to our satisfaction, in addition to 

the payment of all costs and expenses, including reasonable attorneys’ fees, which we or the 

Entities may incur in connection with such non-compliance. 

10.0 REPORTS, RECORDS, AUDITS, AND PRIVACY 

10.1 Reports. 

10.1.1 At our request, you will prepare and deliver to us the Reports containing 

the Operational Information (and any other information we reasonable require) in the form, 

manner and time frame we require. At a minimum, by the fifteenth (15th) day of each month, 

you will submit to us the Operational Information for the previous month and reflecting the 

computation of the amounts then due under Section 8, in the form, manner and time frame we 

require. 

10.1.2 The Reports will be certified as accurate in the manner we require. You 

will permit us to inspect your books and records at all reasonable times. 

10.2 Maintenance of Records. You will prepare, on a current basis (and preserve for 

no less than the greater of four (4) years or the time period we stated in our record retention 

requirements), complete and accurate records concerning Gross Rooms Revenue and all 

financial, operating, marketing and other aspects of the Hotel. You will maintain an accounting 

system that fully and accurately reflects all financial aspects of the Hotel and its business. These 

records will include books of account, tax returns, governmental reports, register tapes, daily 

reports, and complete quarterly and annual financial statements (including profit and loss 

statements, balance sheets and cash flow statements) and will be prepared in the form, manner 

and time frame we require. 

10.3 Audit. 

10.3.1 We may require you to have the Gross Rooms Revenue, fees or other 

monies due to us computed and certified as accurate by a certified public accountant. During the 

Term and for two (2) years thereafter, we and our authorized agents have the right to verify 

Operational Information required under this Agreement by requesting, receiving, inspecting and 

auditing, at all reasonable times, any and all records referred to above wherever they may be 

located (or elsewhere if we request). 

10.3.2 If any inspection or audit reveals that you understated or underpaid any 

payment due to us, you will promptly pay to us the deficiency plus interest from the date each 

payment was due until paid at the interest rate set forth in Section 17.15 of this Agreement. 

10.3.3 If the audit or inspection reveals that the underpayment is willful, or is for 

five percent (5%) or more of the total amount owed for the period being inspected, you will also 

reimburse us for all inspection and audit costs, including reasonable travel, lodging, meals, 



EXHIBIT D 

salaries and other expenses of the inspecting or auditing personnel. Our acceptance of your 

payment of any deficiency will not waive any rights we may have as a result of your breach, 

including our right to terminate this Agreement. If the audit discloses an overpayment, we will 

credit this overpayment against your future payments due under this Agreement, without interest, 

or, if no future payments are due under this Agreement, we will promptly pay you the amount of 

the overpayment without interest. 

10.4 Ownership of Information. All Information we obtain from you and all 

revenues we derive from such Information will be our property and Proprietary Information that 

we may use for any reason, including making a financial performance representation in our 

franchise disclosure documents. At your sole risk and responsibility, you may use Information 

that you acquire from third parties in connection with operating the Hotel, such as Personal 

Information, at any time during or after the Term, to the extent that your use is permitted by 

Law. 

10.5 Privacy and Data Protection. You will: 

10.5.1 comply with all applicable Privacy Laws; 

10.5.2 comply with all Standards that relate to Privacy Laws and the privacy and 

security of Personal Information; 

10.5.3 refrain from any action or inaction that could cause us or the Entities to 

breach any Privacy Laws; 

10.5.4 do and execute, or arrange to be done and executed, each act, document 

and thing we deem necessary in our business judgment to keep us and the Entities in compliance 

with the Privacy Laws; and 

10.5.5 immediately report to us the theft or loss of Personal Information (other 

than the Personal Information of your own officers, directors, shareholders, employees or service 

providers). 

11.0 CONDEMNATION AND CASUALTY 

11.1 Condemnation. You must immediately inform us of any proposed taking of any 

portion of the Hotel by eminent domain. If, in our business judgment, the taking is significant 

enough to render the continued operation of the Hotel in accordance with the Standards and 

guest expectations impractical, then we may terminate this Agreement on written notice to you 

and you will not pay us Liquidated Damages. If such taking, in our business judgment, does not 

require the termination of this Agreement, then you will make all necessary modifications to 

make the Hotel conform to its condition, character and appearance immediately before such 

taking, according to Plans and Designs approved by us. You will take all measures to ensure that 

the resumption of normal operations at the Hotel is not unreasonably delayed. 



EXHIBIT D 

11.2 Casualty. 

11.2.1 You must immediately inform us if the Hotel is damaged by fire or other 

casualty. If the damage or repair requires closing the Hotel, you may choose to repair or rebuild 

the Hotel according to the Standards, provided you: begin reconstruction within six (6) months 

after closing and reopen the Hotel for continuous business operations as soon as practicable (but 

in any event no later than eighteen (18) months after the closing of the Hotel) and give us at least 

thirty (30) days notice of the projected date of reopening. Once the Hotel is closed, you will not 

promote the Hotel as a System Hotel or otherwise identify the Hotel using any of the Marks 

without our prior written consent. 

11.2.2 You and we each have the right to terminate this Agreement if you elect 

not to repair or rebuild the Hotel as set forth above in Subsection 11.2.1, provided the 

terminating party gives the other party sixty (60) days written notice. We will not require you to 

pay Liquidated Damages unless you or one of your Affiliates own and/or operate a hotel at the 

Hotel Site under a lease, license or franchise from a Competitor within three (3) years of the 

termination date. 

11.3 No Extensions of Term. Nothing in this Section 11 will extend the Term. 

12.0 NOTICE OF INTENT TO MARKET 

Except in the case of a Transfer governed by Subsection 13.2.1 or 13.2.2 of this 

Agreement, if you or a Controlling Affiliate want to Transfer any Equity Interest, you must give 

us written notice, concurrently with beginning your marketing efforts. 

13.0 TRANSFERS 

13.1 Our Transfer. 

13.1.1 We may assign or Transfer this Agreement or any of our rights, duties, or 

assets under this Agreement, by operation of law or otherwise, to any person or legal entity 

without your consent, provided that any such person or legal entity shall be required to assume 

all of our obligations to permit you to operate the Hotel under the Brand after such assignment. 

Any of the Entities may transfer, sell, dispose of, or otherwise convey, their ownership rights in 

us or any of our Affiliates, by operation of law or otherwise, including by public offering, to any 

person or legal entity without your consent. 

13.1.2 If we assign this Agreement to a third party who expressly assumes our 

obligations under this Agreement, we will no longer have any performance or other obligations 

to you under this Agreement and your right to use any programs, rights or services provided to 

you by us or our Affiliates under this Agreement will terminate. 

13.2 Your Transfer. You understand and acknowledge that the rights and duties in 

this Agreement are personal to you and that we are entering into this Agreement in reliance on 

your business skill, financial capacity, and the personal character of you, your officers, directors, 



EXHIBIT D 

partners, members, shareholders or trustees. A Transfer by you of any Equity Interest, or this 

Agreement, or any of your rights or obligations under this Agreement, or a Transfer by an Equity 

Owner is prohibited other than as expressly permitted herein. 

13.2.1 Permitted Transfers That Do Not Require Notice or Consent. The 

following Transfers are permitted without giving notice or obtaining our consent if the Permitted 

Transfer does not result in a change in Control of the Franchisee, the Hotel or the Hotel Site and 

you meet the requirements set forth below. 

13.2.1.1 Privately Held Equity Interests: Less than 25% Change/No 

Change of Control. An Equity Interest that is not publicly traded may be Transferred if, 

immediately after the transaction, the transferee Equity Owner will own less than twenty-five 

percent (25%) of the Equity Interest in the Franchisee. 

13.2.1.2 Publicly Traded Equity Interests. A Publicly Traded Equity 

Interest may be Transferred. 

13.2.1.3 Passive Investors. [IF APPLICABLE TO FRANCHISEE 

ENTITY] You may Transfer Equity Interests within [Insert Fund Entities] (collectively, the 

“Fund Entities”) and Equity Interests in you to new fund entities or new managed accounts 

(collectively, “Future Funds”) if [insert name of asset manager] (“Asset Manager”) directly or 

indirectly, controls the Fund Entities or Future Funds. 

13.2.2 Permitted Transfers That Require Notice and Consent. We will 

permit you or any Equity Owner named in the Addendum as of the Effective Date (or any 

transferee Equity Owner we subsequently approve) to engage in the Permitted Transfers set forth 

below if any such Permitted Transfer does not result in a change of Control of the Franchisee, the 

Hotel or the Hotel Site and: (a) the proposed transferee is not a Specially Designated National, 

Restricted or Blocked Person or a Competitor; (b) you give us at least sixty (60) days’ advance 

written notice of the proposed Permitted Transfer (including the identity and contact information 

for any proposed transferee and any other information we may require in order to review the 

proposed Permitted Transfer); (c) you pay to us a nonrefundable processing fee of Five 

Thousand Dollars ($5,000) with the Permitted Transfer request; (d) you follow our then-current 

procedure for processing Permitted Transfers; and (e) you execute any documents required by us 

for processing Permitted Transfers. If a Permitted Transfer listed in Subsection 13.2.2 otherwise 

qualifies as a Permitted Transfer without notice or consent under Subsection 13.2.1, the 

provisions of Subsection 13.2.1 will control. 

13.2.2.1 Affiliate Transfer. You or any Equity Owner may Transfer an 

Equity Interest or this Agreement to an Affiliate. 

13.2.2.2 Transfers to a Family Member or Trust. If you or any 

Equity Owner as of the Effective Date are a natural person, you and such Equity Owner may 

Transfer an Equity Interest or this Agreement to an immediate family member (i.e., spouse, 

children, parents, siblings) or to a trust for your benefit or the benefit of the Equity Owner or the 

Equity Owner’s immediate family members. 



EXHIBIT D 

13.2.2.3 Transfer On Death. On the death of Franchisee or an Equity 

Owner who is a natural person, this Agreement or the Equity Interest of the deceased Equity 

Owner may Transfer in accordance with such person’s will or, if such person dies intestate, in 

accordance with laws of intestacy governing the distribution of such person’s estate, provided 

that: (i) the transfer on death is to an immediate family member or to a legal entity formed by 

such family member(s); and (ii) within one (1) year after the death, such family member(s) or 

entity meet all of our then-current requirements for an approved Transferee. 

13.2.2.4 Privately Held Equity Interests: 25% or Greater Change/No 

Change of Control. You or any Equity Owner as of the Effective Date (or any transferee Equity 

Owner we subsequently approve) may Transfer an Equity Interest in Franchisee even though, 

after the completion of such Transfer, twenty-five percent (25%) or more of the Equity Interests 

in Franchisee will have changed hands since the Effective Date of this Agreement. 

13.2.3 Change of Ownership Transfer. Any proposed Transfer that is not 

described in Subsection 13.2.1 or 13.2.2 is a Change of Ownership Transfer. We will have sixty 

(60) days from our receipt of the completed and signed franchise application to consent or 

withhold our consent to any proposed Change of Ownership Transfer. You consent to our 

communication with any party we deem necessary about the Hotel in order for us to evaluate the 

proposed Change of Ownership Transfer. Our consent to the Change of Ownership Transfer is 

subject to the following conditions, all of which must be satisfied at or before the date of closing 

the Change of Ownership Transfer (“Closing”): 

13.2.3.1 the Transferee submits a Change of Ownership Application, 

pays our then current franchise application fee and any PIP Fee, executes our then-current form 

of new franchise agreement and all ancillary forms, including a guaranty from a third-party 

acceptable to us, if required; 

13.2.3.2 you are not in default of this Agreement or any other 

agreements with us or our Affiliates; 

13.2.3.3 you or the Transferee pay all amounts due to us and the Entities 

through the date of the Closing; 

13.2.3.4 you execute our then-current form of voluntary termination 

agreement, which may include a general release, covering termination of this Agreement; 

13.2.3.5 you conclude to our satisfaction, or provide adequate security 

for, any suit, action, or proceeding pending or threatened against you, us or any Entity with 

respect to the Hotel, which may result in liability on the part of us or any Entity; 

13.2.3.6 you, the Transferee and/or transferee Equity Owner(s) submit to 

us all information related to the Transfer that we require, including applications; and 



EXHIBIT D 

13.2.3.7 the Transferee meets our then-current business requirements for 

new franchisees and is neither a Specially Designated National or Restricted or Blocked Person 

nor a Competitor. 

13.2.4 Public Offering or Private Placement. 

13.2.4.1 Any offering by you of Securities requires our review if you use 

the Marks, or refer to us or this Agreement in your offering. All materials required by any Law 

for the offer or sale of those Securities must be submitted to us for review at least sixty (60) days 

before the date you distribute those materials or file them with any governmental agency, 

including any materials to be used in any offering exempt from registration under any securities 

laws. 

13.2.4.2 You must submit to us a non-refundable Five Thousand Dollar 

($5,000) processing fee with the offering documents and pay any additional costs we may incur 

in reviewing your documents, including reasonable attorneys’ fees. Except as legally required to 

describe the Hotel in the offering materials, you may not use any of the Marks or otherwise 

imply our participation or that of Hilton Worldwide or any other Entity in or endorsement of any 

Securities or any Securities offering. 

13.2.4.3 We have the right to approve any description of this Agreement 

or of your relationship with us, or any use of the Marks, contained in any prospectus, offering 

memorandum or other communications or materials you use in the sale or offer of any Securities. 

Our review of these documents will not in any way be considered our agreement with any 

statements contained in those documents, including any projections, or our acknowledgment or 

agreement that the documents comply with any Laws. 

13.2.4.4 You may not sell any Securities unless you clearly disclose to 

all purchasers and offerees that: (i) neither we, nor any Entity, nor any of our or their respective 

officers, directors, agents or employees, will in any way be deemed an issuer or underwriter of 

the Securities, as those terms are defined in applicable securities laws; and (ii) we, the Entities, 

and our respective officers, directors, agents and employees have not assumed and will not have 

any liability or responsibility for any financial statements, prospectuses or other financial 

information contained in any prospectus or similar written or oral communication. 

13.2.4.5 You must indemnify, defend and hold the Indemnified Parties 

free and harmless of and from any and all liabilities, costs, damages, claims or expenses arising 

out of or related to the sale or offer of any of your Securities to the same extent as provided in 

Subsection 15.1 of this Agreement. 

13.2.5 Mortgages and Pledges to Lending Institutions. 

13.2.5.1 You or an Equity Owner may mortgage or pledge the Hotel or 

an Equity Interest to a lender that finances the acquisition, development or operation of the 

Hotel, without notifying us or obtaining our consent, provided that: (i) you or the applicable 



EXHIBIT D 

Equity Owner are the sole borrower; and (ii) the loan is not secured by any other hotels or other 

collateral. 

13.2.5.2 You must notify us, in writing, before incurring other proposed 

indebtedness that involves a mortgage or pledge of the Hotel or an Equity Interest, or a collateral 

assignment of this Agreement, so that we can evaluate the structure to determine whether any 

special agreements and/or assurances from the lender, the Franchisee and/or its Equity Owners 

will be required including a “lender comfort letter” or a loan related guaranty, in a form 

satisfactory to us. We may charge a fee for our review of a proposed mortgage or pledge and for 

the processing of a lender comfort letter. 

13.2.6 Commercial Leases. You may lease or sublease commercial space in the 

Hotel, or enter into concession arrangements for operations in connection with the Hotel, in the 

ordinary course of business, subject to our right to review and approve the nature of the proposed 

business and the proposed brand and concept, all in keeping with our Standards for System 

Hotels. 

14.0 TERMINATION 

14.1 Termination with Opportunity to Cure. We may terminate this Agreement by 

written notice to you and opportunity to cure at any time before its expiration on any of the 

following grounds: 

14.1.1 You fail to pay us any sums due and owing to us or the Entities under this 

Agreement within the cure period set forth in the notice, which shall not be less than ten (10) 

days; 

14.1.2 You fail to begin or complete the Hotel Work by the relevant dates set 

forth in the Addendum or fail to open the hotel on the Opening Date, and do not cure that default 

within the cure period set forth in the notice, which shall not be less than ten (10) days; 

14.1.3 You do not purchase or maintain insurance required by this Agreement or 

do not reimburse us for our purchase of insurance on your behalf within the cure period set forth 

in the notice, which shall not be less than ten (10) days; or 

14.1.4 You fail to comply with any other provision of this Agreement, the 

Manual or any Standard and do not cure that default within the cure period set forth in the notice, 

which shall not be less than thirty (30) days. 

14.2 Immediate Termination by Us. We may immediately terminate this Agreement 

on notice to you and without any opportunity to cure the default if: 

14.2.1 after curing any material breach of this Agreement or the Standards, you 

engage in the same non-compliance within any consecutive twenty-four (24) month period, 

whether or not the non-compliance is corrected after notice, which pattern of non-compliance in 

and of itself will be deemed material; 



EXHIBIT D 

14.2.2 you receive three (3) notices of material default in any twelve (12) month 

period, even if the defaults have been cured; 

14.2.3 you fail to pay debts as they become due or admit in writing your inability 

to pay your debts or you make a general assignment for the benefit of your creditors; 

14.2.4 you have an order entered against you appointing a receiver for the Hotel 

or a substantial part of your or the Hotel’s assets or you file a voluntary petition in bankruptcy or 

any pleading seeking any reorganization, liquidation, or dissolution under any law, or you admit 

or fail to contest the material allegations of any such pleading filed against you or the Hotel, and 

the action results in the entry of an order for relief against you under the Bankruptcy Code, the 

adjudication of you as insolvent, or the abatement of the claims of creditors of you or the Hotel 

under any law; 

14.2.5 you or your Guarantor lose possession or the right to possession of all or a 

significant part of the Hotel or Hotel Site for any reason other than those described in Section 11; 

14.2.6 you fail to operate the Hotel for five (5) consecutive days, unless the 

failure to operate is due to fire, flood, earthquake or similar causes beyond your control, provided 

that you have taken reasonable steps to minimize the impact of such events; 

14.2.7 you contest in any court or proceeding our ownership of the System or any 

part of the System or the validity of any of the Marks; 

14.2.8 you or any Equity Owner with a Controlling Equity Interest are or have 

been convicted of a felony or any other offense or conduct, if we determine in our business 

judgment it is likely to adversely reflect on or affect the Hotel, the System, us and/or any Entity; 

14.2.9 you conceal revenues, maintain false books and records of accounts, 

submit false reports or information to us or otherwise attempt to defraud us; 

14.2.10 you, your Affiliate or a Guarantor become a Competitor except as 

otherwise permitted by Subsection 5.1.15; 

14.2.11 you Transfer any interest in yourself, this Agreement, the Hotel or the 

Hotel Site, other than in compliance with Section 13 and its subparts; 

14.2.12 you, your Affiliate or a Guarantor become a Specially Designated 

National or Restricted or Blocked Person or are owned or controlled by a Specially Designated 

National or Restricted or Blocked Person or fail to comply with the provisions of Subsection 

17.13; 

14.2.13 information is disclosed involving you or your Affiliates, which, in our 

business judgment, is likely to adversely reflect on or affect in any manner, any gaming licenses 

or permits held by the Entities or the then-current stature of any of the Entities with any gaming 



EXHIBIT D 

commission, board, or similar governmental or regulatory agency, or the reputation or business 

of any of the Entities; 

14.2.14 any Guarantor breaches its guaranty to us; or 

14.2.15 a threat or danger to public health or safety results from the construction, 

maintenance, or operation of the Hotel. 

14.3 Suspension Interim Remedies. If you are in default of this Agreement, we may 

elect to impose an Interim Remedy, including the suspension of our obligations under this 

Agreement and/or our or the Entities’ obligations under any other of Your Agreements. 

14.3.1 We may suspend the Hotel from the Reservation Service and any 

reservation and/or website services provided through or by us. We may remove the listing of the 

Hotel from any directories or advertising we publish. If we suspend the Hotel from the 

Reservation Service, we may divert reservations previously made for the Hotel to other System 

Hotels or Network Hotels. 

14.3.2 We may disable all or any part of the software provided to you under Your 

Agreements and/or may suspend any one or more of the information technology and/or network 

services that we provide or support under Your Agreements. 

14.3.3 We may charge you for costs related to suspending or disabling your right 

to use any software systems or technology we provided to you, together with intervention or 

administration fees as set forth in the Standards. 

14.3.4 You agree that our exercise of the right to elect Interim Remedies will not 

result in actual or constructive termination or abandonment of this Agreement and that our 

decision to elect Interim Remedies is in addition to, and apart from, any other right or remedy we 

may have in this Agreement. If we exercise the right to elect Interim Remedies, the exercise will 

not be a waiver of any breach by you of any term, covenant or condition of this Agreement. You 

will not be entitled to any compensation, including repayment, reimbursement, refund or offsets, 

for any fees, charges, expenses or losses you may directly or indirectly incur by reason of our 

exercise and/or withdrawal of any Interim Remedy. 

14.4 Liquidated Damages on Termination. 

14.4.1 Calculation of Liquidated Damages. You acknowledge and agree that 

the premature termination of this Agreement will cause substantial damage to us. You agree that 

Liquidated Damages are not a penalty, but represent a reasonable estimate of the minimum just 

and fair compensation for the damages we will suffer as the result of your failure to operate the 

Hotel for the Term. If this Agreement terminates before the Expiration Date, you will pay us 

Liquidated Damages as follows: 

14.4.1.1 If termination occurs before you begin the Hotel Work, and you 

or any Guarantor (or your or any Guarantor’s Affiliates) directly or indirectly, enter into a 



EXHIBIT D 

franchise, license, management, lease and/or other similar agreement for or begin construction or 

commence operation of a hotel, motel, inn, or similar facility at the Hotel Site under a 

Competitor Brand within one (1) year after termination, then you will pay us Liquidated 

Damages in an amount equal to $3,600 multiplied by the number of approved Guest Rooms at 

the Hotel. 

14.4.1.2 If termination occurs after you begin the Hotel Work but before 

the Opening Date, you will pay us Liquidated Damages in an amount equal to $3,600 multiplied 

by the number of approved Guest Rooms at the Hotel, unless your failure to complete the Hotel 

Work was the result of Force Majeure. 

14.4.1.3 If termination occurs after the Opening Date but before the 

second anniversary of the Opening Date, you will pay us Liquidated Damages in an amount 

equal to $3,600 multiplied by the number of approved Guest Rooms at the Hotel. 

14.4.1.4 If termination occurs after the second anniversary of the 

Opening Date but before the final five (5) calendar years of the Term, you will pay us Liquidated 

Damages in an amount calculated by dividing the sum of the Monthly Royalty Fees due to us 

under this Agreement for the prior twenty-four (24) month period by twenty-four (24) and then 

multiplying the resulting sum by sixty (60). 

14.4.1.5 If there are less than sixty (60) months remaining in the Term 

on the date of termination, you will pay us Liquidated Damages in an amount calculated by 

dividing the sum of the Monthly Royalty Fees due to us under this Agreement for the prior 

twenty-four (24) month period by twenty-four (24) and then multiplying the resulting sum by the 

number of months remaining in the Term. 

14.4.2 Payment of Liquidated Damages. Payment of Liquidated Damages is 

due thirty (30) days following termination of this Agreement or on demand. 

14.5 Actual Damages Under Special Circumstances. You acknowledge that the 

Liquidated Damages described in Subsection 14.4 may be inadequate to compensate us for 

additional harm we may suffer, by reason of greater difficulty in re-entering the market, 

competitive damage to the System or the Network, damage to goodwill of the Marks, and other 

similar harm, under the following circumstances: 

14.5.1 within twelve (12) months of each other, five (5) or more franchise 

agreements for the Brand between yourself (or any of your Affiliates) and us (or any of our 

Affiliates) terminate before their expiration date as a result of a breach by you or your Affiliate; 

or 

14.5.2 this Agreement terminates due to an unapproved Transfer either to a 

(i) Competitor or (ii) buyer that converts the Hotel to a Competing Brand within two (2) years 

from the date this Agreement terminates. 



EXHIBIT D 

14.5.3 In the circumstances set forth in Subsection 14.5.1 and 14.5.2, we reserve 

the right to seek actual damages in lieu of Liquidated Damages. 

14.6 Your Obligations on Termination or Expiration. On termination or expiration 

of this Agreement, you will: 

14.6.1 immediately pay all sums due and owing to us or any of the Entities, 

including any expenses incurred by us in obtaining injunctive relief for the enforcement of this 

Agreement; 

the System; 

14.6.2 immediately cease operating the Hotel as a System Hotel and cease using 

14.6.3 immediately cease using the Marks, the Trade Name, and any confusingly 

similar names, marks, trade dress systems, insignia, symbols, or other rights, procedures, and 

methods. You will deliver all goods and materials containing the Marks to us and we will have 

the sole and exclusive use of any items containing the Marks. You will immediately make any 

specified changes to the location as we may reasonably require for this purpose, which will 

include removal of the signs, custom decorations, and promotional materials; 

14.6.4 immediately cease representing yourself as then or formerly a System 

Hotel or affiliated with the Brand or the Network; 

14.6.5 immediately return all copies of the Manual and any other Proprietary 

Information to us; 

14.6.6 immediately cancel all assumed name or equivalent registrations relating 

to your use of any Mark, notify the telephone company and all listing agencies and directory 

publishers including Internet domain name granting authorities, Internet service providers, global 

distribution systems, and web search engines of the termination or expiration of your right to use 

the Marks, the Trade Name, and any telephone number, any classified or other telephone 

directory listings, Internet domain names, uniform resource locators, website names, electronic 

mail addresses and search engine metatags and keywords associated with the Hotel, and 

authorize their transfer to us; and 

14.6.7 irrevocably assign and transfer to us (or to our designee) all of your right, 

title and interest in any domain name listings and registrations that contain any reference to our 

Marks, System, Network or Brand; notify the applicable domain name registrars of the 

termination of your right to use any domain name or Sites associated with the Marks or the 

Brand; and authorize and instruct the cancellation of the domain name, or transfer of the domain 

name to us (or our designee), as we specify. You will also delete all references to our Marks, 

System, Network or Brand from any Sites you own, maintain or operate beyond the expiration or 

termination of this Agreement. 

14.6.8 If within thirty (30) days after termination or expiration of this Agreement, 

you fail to comply with this Section 14.6, you agree to pay to us, as Liquidated Damages for 



EXHIBIT D 

failing to perform your obligations when due, the amount of $10,000 U.S. Dollars for each day 

that you fail or delay in complying with your obligations until full compliance therewith is given 

to our satisfaction, in addition to the payment of all costs and expenses, including reasonable 

attorneys’ fees, which we and/or the Entities may incur in connection with such non-compliance. 

15.0 INDEMNITY 

15.1 Beginning on the Effective Date, you must indemnify the Indemnified Parties 

against, and hold them harmless from, all losses, costs, liabilities, damages, claims, and 

expenses, including reasonable attorneys’ fees, expert fees, costs and other expenses of litigation 

arising out of or resulting from: 

15.1.1 any breach by you of this Agreement, the Manual or the Standards; 

15.1.2 any act or omission of you or your officers, employees, Affiliates, 

associates or agents in any way arising out of or relating to this Agreement; 

15.1.3 any claimed occurrence at the Hotel including personal injury, death or 

property damage; 

15.1.4 your alleged or actual infringement or violation of any patent, Mark or 

copyright or other proprietary right owned or controlled by third parties; 

15.1.5 your alleged or actual violation or breach of any contract (including any 

group sales agreement for the System), any Law, or any industry standard; 

15.1.6 any business conducted by you or a third party in, on or about the Hotel or 

Hotel Site and 

15.1.7 your failure to comply with Subsection 17.13, including a breach of the 

representations set forth therein. 

15.2 You do not have to indemnify an Indemnified Party to the extent damages 

otherwise covered under this Section 15 are adjudged by a final, non-appealable judgment of a 

court of competent jurisdiction to have been solely the result of the gross negligence or willful 

misconduct of that Indemnified Party, and not any of the acts, errors, omissions, negligence or 

misconduct of you or anyone related to you or the Hotel. You may not rely on this exception to 

your indemnity obligation if the claims were asserted against us or any other Indemnified Party 

on the basis of theories of imputed or secondary liability, such as vicarious liability, agency, or 

apparent agency, or our failure to compel you to comply with the provisions of this Agreement, 

including compliance with Standards, Laws or other requirements. 

15.3 You will give us written notice of any action, suit, proceeding, claim, demand, 

inquiry or investigation involving an Indemnified Party within five (5) days of your knowledge 

of it. At our election, you will defend us and/or the Indemnified Parties against the same or we 

may elect to assume (but under no circumstance will we be obligated to undertake) the defense 



EXHIBIT D 

and/or settlement of the action, suit, proceeding, claim, demand, inquiry or investigation at your 

expense and risk. 

15.4 If we think our respective interests conflict, we may obtain separate counsel of 

our choice. This will not diminish your obligation to indemnify the Indemnified Parties and to 

hold them harmless. You will reimburse the Indemnified Parties on demand for all expenses, 

including reasonable attorneys’ fees, expert fees, costs and other expenses of litigation, the 

Indemnified Parties incur to protect themselves or to remedy your defaults. The Indemnified 

Parties will not be required to seek recovery from third parties or otherwise mitigate their losses 

to maintain a claim against you, and their failure to do so will not reduce the amounts 

recoverable from you by the Indemnified Parties. 

15.5 Your obligations under this Section 15 will survive expiration or termination of 

this Agreement. 

16.0 RELATIONSHIP OF THE PARTIES 

16.1 No Agency Relationship. You are an independent contractor. Neither Party is 

the legal representative or agent of the other Party nor has the power to obligate the other Party 

for any purpose. You acknowledge that we do not supervise or direct your daily affairs and that 

you have exclusive control over your daily affairs. You expressly acknowledge that the Parties 

have a business relationship based entirely on, and defined by, the express provisions of this 

Agreement and that no partnership, joint venture, agency, fiduciary or employment relationship 

is intended or created by reason of this Agreement. 

16.2 Notices to Public Concerning Your Independent Status. All contracts for the 

Hotel’s operations and services at the Hotel will be in your name or in the name of your 

Management Company. You will not enter into or sign any contracts in our name or any Entity’s 

name or using the Marks or any acronyms or variations of the Marks. You will disclose in all 

dealings with the public, suppliers and third parties that you are an independent entity and that 

we have no liability for your debts. 

17.0 MISCELLANEOUS 

17.1 Severability and Interpretation. 

17.1.1 If any provision of this Agreement is held to be unenforceable, void or 

voidable, that provision will be ineffective only to the extent of the prohibition, without in any 

way invalidating or affecting the remaining provisions of this Agreement, and all remaining 

provisions will continue in effect, unless the unenforceability of the provision frustrates the 

underlying purpose of this Agreement. If any provision of this Agreement is held to be 

unenforceable due to its scope, but may be made enforceable by limiting its scope, the provision 

will be considered amended to the minimum extent necessary to make it enforceable. 



EXHIBIT D 

17.1.2 This Agreement will be interpreted without interpreting any provision in 

favor of or against either Party by reason of the drafting of the provision, or either of our 

positions relative to the other. 

17.1.3 Any covenant, term or provision of this Agreement that provides for 

continuing obligations after the expiration or termination of this Agreement will survive any 

expiration or termination. 

17.2 Governing Law, Jurisdiction and Venue. 

17.2.1 The Parties agree that, except to the extent governed by the United States 

Trademark Act of 1946 (Lanham Act; 15 U.S.C. 1050 et seq.), as amended, this Agreement 

will be governed by the laws of the State of New York without recourse to New York choice of 

law or conflicts of law principles. Nothing in this Section is intended to invoke the application 

of any franchise, business opportunity, antitrust, “implied covenant,” unfair competition, 

fiduciary or any other doctrine of law of the State of New York or any other Territory that would 

not otherwise apply absent this Subsection 17.2.1. 

17.2.2 The Parties agree that any action brought pursuant to this Agreement or 

the relationship between them must be brought in the U.S. District Court for the Eastern District 

of Virginia, in Alexandria, Virginia, or if that court lacks subject matter jurisdiction, then in a 

court of competent jurisdiction whose jurisdiction includes either Fairfax County, Virginia or 

New York, New York, or in the Territory where the Hotel is located. You consent to personal 

jurisdiction and venue in each of these jurisdictions and waive, and agree not to assert, move or 

otherwise claim that the venue in any of these jurisdictions is for any reason improper, 

inconvenient, prejudicial or otherwise inappropriate. Notwithstanding the foregoing, the parties 

agree that actions initiated or maintained by us for temporary remedies, injunctive or other 

equitable relief (or the equivalent thereof under the laws of the Territory) may be brought in any 

competent court or other governmental agency or authority. In addition, we may, in our sole 

discretion, bring any other cause of action relating to this Agreement in the competent courts 

located in the Territory. Notwithstanding such election, the choice of substantive law made by 

the parties pursuant to this Subsection 17.2 shall continue to apply. 

17.3 Exclusive Benefit. This Agreement is exclusively for our and your benefit, and 

none of the obligations of you or us in this Agreement will run to, or be enforceable by, any 

other party (except for any rights we assign or delegate to one of the Entities or covenants in 

favor of the Entities, which rights and covenants will run to and be enforceable by the Entities or 

their successors and assigns) or give rise to liability to a third party, except as otherwise 

specifically set forth in this Agreement. 

17.4 Entire Agreement. This Agreement and all of its attachments, documents, 

schedules, exhibits, and any other information specifically incorporated into this Agreement by 

reference (including any representations in any franchise disclosure document that we provided 

to you for the Brand in connection with the offer of this License) will be construed together as 

the entire agreement between you and us with respect to the Hotel and any other aspect of our 



EXHIBIT D 

relationship and will supersede and cancel any prior and/or contemporaneous discussions or 

writings between you and us. 

17.5 Amendment and Waiver. 

17.5.1 No change, termination, or attempted waiver or cancellation of any 

provision of this Agreement will bind us unless it is in writing, specifically designated as an 

amendment or waiver, and signed by one of our officers. We may condition our agreement to 

any amendment or waiver on receiving from you, in a form satisfactory to us, an estoppel and 

general release of claims that you may have against us, the Entities, and related parties. 

17.5.2 No failure by us or by any of the Entities to exercise any power given us 

under this Agreement or to insist on strict compliance by you with any of your obligations, and 

no custom or practice at variance with the terms of this Agreement, will be considered a waiver 

of our or any Entity’s right to demand exact compliance with the terms of this Agreement. 

17.6 Consent; Business Judgment. 

17.6.1 Wherever our consent or approval is required in this Agreement, unless 

the provision specifically indicates otherwise, we have the right to withhold our approval at our 

option, in our business judgment, taking into consideration our assessment of the long-term 

interests of the System overall. We may withhold any and all consents or approvals required by 

this Agreement if you are in default or breach of this Agreement. Our approvals and consents 

will not be effective unless given in writing and signed by one of our duly authorized 

representatives. 

17.6.2 You agree not to make a claim for money damages based on any 

allegation that we have unreasonably withheld or delayed any consent or approval to a proposed 

act by you under the terms of this Agreement. You also may not claim damages by way of setoff, 

counterclaim or defense for our withholding of consent. Your sole remedy for the claim will 

be an action or proceeding to enforce the provisions of this Agreement by specific performance 

or by declaratory judgment. 

17.7 Notices. Notices under this Agreement must be in writing and must be delivered 

in person, by prepaid overnight commercial delivery service, or by prepaid overnight mail, 

registered or certified, with return-receipt requested. Notices to us must be sent to 7930 Jones 

Branch Drive, Suite 1100, McLean, VA 22102, ATTN: General Counsel. We will send notices 

to your address set forth in the Addendum. If you want to change the name or address for notice 

to you, you must do so in writing, signed by you or your duly authorized representative, 

designating a single address for notice, which may not be a P.O. Box, in compliance with this 

Subsection. Notice will be deemed effective on the earlier of: 1) receipt or first refusal of 

delivery; 2) one (1) day after posting if sent via overnight commercial delivery service or 

overnight United States or Territory mail; or 3) three (3) days after placement in the United 

States or Territory mail if overnight delivery is not available to the notice address. 



EXHIBIT D 

17.8 General Release. You, on your own behalf and on behalf of, as applicable, your 

officers, directors, managers, employees, heirs, administrators, executors, agents and 

representatives and their respective successors and assigns hereby release, remise, acquit and 

forever discharge us and the Entities and our and their respective officers, directors, employees, 

managers, agents, representatives and their respective successors and assigns from any and all 

actions, claims, causes of action, suits, rights, debts, liabilities, accounts, agreements, covenants, 

contracts, promises, warranties, judgments, executions, demands, damages, costs and expenses, 

whether known or unknown at this time, of any kind or nature, absolute or contingent, existing at 

law or in equity, on account of any matter, cause or thing whatsoever that has happened, 

developed or occurred relating to this Agreement or the relationship between you and us. This 

release will survive the termination of this Agreement. 

17.9 Remedies Cumulative. The remedies provided in this Agreement are 

cumulative. These remedies are not exclusive of any other remedies that you or we may be 

entitled to in case of any breach or threatened breach of the terms and provisions of this 

Agreement. 

17.10 Economic Conditions Not a Defense. Neither general economic downturn or 

conditions nor your own financial inability to perform the terms of this Agreement will be a 

defense to an action by us or one of the Entities for your breach of this Agreement. 

17.11 Representations and Warranties. You warrant, represent and agree that all 

statements in your franchise application in anticipation of the execution of this Agreement, and 

all other documents and information submitted to us by you or on your behalf are true, correct 

and complete as of the date of this Agreement. You further represent and warrant to us that: 

17.11.1 you have independently investigated the risks of operating the Hotel 

under the Brand, including current and potential market conditions and competitive factors and 

risks, and have made an independent evaluation of all such matters and reviewed our franchise 

disclosure document, if applicable; 

17.11.2 neither we nor our representatives have made any promises, 

representations or agreements other than those provided in the Agreement or in our franchise 

disclosure document provided to you in connection with the offer of this Agreement, if 

applicable, and you acknowledge that you are not relying on any promises, representations or 

agreements about us or the franchise not expressly contained in this Agreement in making your 

decision to sign this Agreement; 

Agreement; 

17.11.3 you have the full legal power authority and legal right to enter into this 

17.11.4 this Agreement constitutes a legal, valid and binding obligation and your 

entry into, performance and observation of this Agreement will not constitute a breach or default 

of any agreement to which you are a party or of any Law; 



EXHIBIT D 

17.11.5 if you are a corporation, limited liability company, or other entity, you 

are, and throughout the Term will be, duly formed and validly existing, in good standing in the 

Territory in which you are organized, and are and will be authorized to do business in the 

Territory in which the Hotel is located; and 

17.11.6 no Equity Interest has been issued, converted to, or is held as, bearer 

shares or any other form of ownership, for which there is no traceable record of the identity of 

the legal and beneficial owner of such Equity Interest. 

You hereby indemnify and hold us harmless from any breach of these representations and 

warranties. These warranties and representations will survive the termination of this Agreement. 

17.12 Counterparts. This Agreement may be signed in counterparts, each of which 

will be considered an original. 

17.13 Restricted Persons and Anti-Bribery Representations and Warranties. 

17.13.1 You represent and warrant to us and the Entities that you (including your 

directors and officers, senior management and shareholders (or other Persons) having a 

controlling interest in you), and the owner of the Hotel or the Hotel Site are not, and are not 

owned or controlled by, or acting on behalf of, a Restricted Person. 

17.13.2 You will notify us in writing immediately on the occurrence of any 

event which would render the foregoing representations and warranties of this Subsection 17.13 

incorrect. You further represent and warrant to us and the Entities that you will not directly or 

indirectly pay, offer, give or promise to pay or authorize the payment of any monies or other 

things of value to: 

17.13.2.1 an official or employee of a government department, agency or 

instrumentality, state-owned or controlled enterprise or public international organization; 

17.13.2.2 any political party or candidate for political office; or 

17.13.2.3 any other person at the suggestion, request or direction or for 

the benefit of any of the above-described persons and entities 

if any such payment, offer, act or authorization is for purposes of influencing official actions or 

decisions or securing any improper advantage in order to obtain or retain business, or engaging 

in acts or transactions otherwise in violation of any applicable anti-bribery legislation. 

17.14 Attorneys’ Fees and Costs. If either Party is required to employ legal counsel or 

to incur other expenses to enforce any provision of this Agreement or defend any claim by the 

other, then the prevailing party in any resulting dispute will be entitled to recover from the nonprevailing 

party the amount of all reasonable fees of attorneys and experts, court costs, and all 

other expenses incurred in enforcing such obligation or in defending against such claim, demand, 

action, or proceeding. 



EXHIBIT D 

17.15 Interest. Any sum owed to us or the Entities by you or paid by us or the Entities 

on your behalf will bear interest from the date due until paid by you at the rate of eighteen 

percent (18%) per annum or, if lower, the maximum lawful rate. 

17.16 Successors and Assigns. The terms and provisions of this Agreement will inure 

to the benefit of and be binding on the permitted successors and assigns of the Parties. 

17.17 Our Delegation of Rights and Responsibility. In addition to the rights granted 

to us in Section 4 and Subsection 13.1 of this Agreement, we reserve the right to delegate to one 

or more of the Entities at any time, any and all of our rights, obligations or requirements under 

this Agreement, and to require that you submit any relevant materials and documents otherwise 

requiring approval by us under this Agreement to such Entity, in which case approval by such 

Entity will be conclusively deemed to be approval by us. During the period of such delegation or 

designation, any act or direction by such Entity with respect to this Agreement will be deemed 

the act or direction of us. We may revoke any such delegation or designation at any time. You 

acknowledge and agree that such delegation may result in one or more of the Entities which 

operate, license, or otherwise support brands other than the Brand, exercising or performing on 

our behalf any or all rights, obligations or requirements under this Agreement or performing 

shared services on our behalf. 

17.18 Currency. Unless otherwise expressly specified, all references to amounts in this 

Agreement are deemed to be references to U. S. Dollars (legal currency of the United States of 

America). Furthermore, all amounts payable hereunder will be paid in U. S. Dollars, unless we 

specify otherwise. 

17.19 English Language. This Agreement is entered into in English. The parties 

confirm that it is their wish that this Agreement, as well as all other documents relating to this 

Agreement, including all future notices, have been and shall be drawn up in the English language 

only. If any party translates this Agreement into any other language, the English version shall 

control for all purposes. 

17.20 Delivery of Franchise Disclosure Document and Agreement. Notwithstanding 

the choice of New York law pursuant to Section 17.2.1 to govern this Agreement, you and we 

acknowledge and agree that any U.S. Franchise Disclosure Document is not applicable to a 

franchise agreement for the territory of Brazil and we did not, therefore, provide a U.S. Franchise 

Disclosure Document to you. You acknowledge delivery and receipt of a Brazil Franchise 

Disclosure Document, which you acknowledge and agree complies with the requirements of 

Brazilian Law 8955/94 (the Franchise Law) adopted on December 15, 1994, and effective on 

February 14, 1995. You and each of your owners listed in Schedule 2 have had a full and 

adequate opportunity to read and review such Brazil Franchise Disclosure Document and the 

Agreement, and to be thoroughly advised by legal counsel or representative, or have chosen not 

to do so without any influence by us. You further acknowledge that you (and your legal counsel 

or representative) are fluent in the English language, and that you understood all of the items of 

information contained in the Franchise Disclosure Document delivered to you before execution 

of this Agreement. 



EXHIBIT D 

17.21 Registration of Agreement. You shall cooperate at your own cost with any 

requests made by us relating to the registration of the Agreement with any government authority 

in Brazil, including but not limited to the Brazilian Central Bank and the Brazilian National 

Institute of Industrial Property, as required by Brazilian law, or as we recommend. 

18.0 WAIVER OF JURY TRIAL AND PUNITIVE DAMAGES 

18.1 IF EITHER PARTY INITIATES LITIGATION INVOLVING THIS 

AGREEMENT OR ANY ASPECT OF THE RELATIONSHIP BETWEEN THE 

PARTIES (EVEN IF OTHER PARTIES OR OTHER CLAIMS ARE INCLUDED IN 

SUCH LITIGATION), ALL THE PARTIES WAIVE THEIR RIGHT TO A TRIAL BY 

JURY. 

18.2 IN ANY DISPUTE BETWEEN THE PARTIES, ARISING OUT OF OR 

RELATED TO THIS AGREEMENT, ANY BREACH OF THIS AGREEMENT, OR THE 

RELATIONSHIP BETWEEN THE PARTIES, WHETHER SOUNDING IN CONTRACT, 

TORT OR OTHERWISE, ALL PARTIES WAIVE ANY RIGHT THEY MAY HAVE TO 

PUNITIVE OR EXEMPLARY DAMAGES FROM THE OTHER. NOTHING IN THIS 

SECTION LIMITS OUR RIGHT OR THE RIGHT OF AN INDEMNIFIED PARTY TO 

BE INDEMNIFIED AGAINST THE PAYMENT OF PUNITIVE OR EXEMPLARY 

DAMAGES TO A THIRD PARTY. THE PARTIES ACKNOWLEDGE THAT 

LIQUIDATED DAMAGES PAYABLE BY YOU UNDER THIS AGREEMENT 

(WHETHER PRE-OPENING LIQUIDATED DAMAGES OR LIQUIDATED DAMAGES 

FOR EARLY TERMINATION) ARE NOT PUNITIVE OR EXEMPLARY DAMAGES. 

This Agreement continues with an Addendum, which is part of the Agreement. 



EXHIBIT D 

ADDENDUM TO FRANCHISE AGREEMENT 

Effective Date: 

Franchisor Name: HILTON GARDEN INNS INTERNATIONAL 

FRANCHISE LLC, a Delaware limited liability 

company 

Brand: 

Initial Approved Hotel Name 

(Trade Name): 

Principal Mark in Brand: 

Hilton Garden Inn (excluding any other brands or 

product lines containing “Hilton” or the “by Hilton” 

tagline in the name) 

Hilton 

Franchisee Name and Address 

(Attn: Principal Legal 

Correspondent): 

Address of Hotel: 

Initial Number of Approved Guest 

Rooms: 

Evidence of Financing 

Commitment: [Date] 

Plans Submission Dates: 

Preliminary Plans: 

Design Development 

(50%) Plans and 

Specifications: 

Final (100%) Plans and 

Specifications: 

Construction Commencement 

Date: 

Construction Work Completion 

Date: 

[Due four (4) months from the Effective Date] 

[Due eight (8) months from the Effective Date] 

[Due twelve (12) months from the Effective Date] 

[Due fifteen (15) months from the Effective Date] 

[Due thirty (30) months from the Effective Date] 

Renovation Commencement Date: 



EXHIBIT D 

Renovation Work Completion 

Date: 

You agree that the [Construction] [Renovation] Commencement Date and [Construction] 

[Renovation] Work Completion Date may be extended by written notice from us in our business 

judgment. For an event of Force Majeure, on receipt of your notice and verification of such facts 

as we consider reasonable, we will approve an extension of the Construction Work Completion 

Date or Renovation Work Completion Date, which may not exceed eighteen (18) months. 

Otherwise, if you fail to begin the Hotel Work by the Construction Commencement Date or 

Renovation Commencement Date, or fail to complete the Hotel Work by the Construction Work 

Completion Date or Renovation Work Completion Date, we may terminate the Agreement 

pursuant to Section 14.1.2, unless you submit a written request for an extension before the 

applicable deadline and pay to us our then-current extension fee. We may condition our 

approval on an update to the Plans and Designs. 

Expiration Date: 

New Construction - at month end twenty-two (22) years from Effective Date 

Conversions - ten (10) to twenty (20) years from [Opening] [Effective Date] or such other Term 

we may approve 

Change of Ownership - Remaining Term under the existing franchise agreement or such other 

Term we may approve 

Monthly Fees: 

Monthly Program Fee: Four percent (4%) of the Hotel’s Gross Rooms Revenue for the 

preceding calendar month. The Monthly Program Fee is subject to change by us. Any change 

may be established in the Standards, but any increase will not exceed the Monthly Program Fee 

as of the Effective Date plus one percent (1%) of the Hotel’s Gross Rooms Revenue during the 

Term. 

Monthly Royalty Fee: Five (5%) of the Hotel’s Gross Rooms Revenue for the preceding 

calendar month. 

Additional Requirements/Special Provisions [Section #]: 

ADD ONLY IF APPLICABLE: 

Restricted Area Provision 

Notwithstanding the provisions of Section 2 of this Agreement, from the Effective Date until 

midnight on the day before the ____ anniversary of the [Effective Date, i.e., ________, 20__] 

[Opening Date, but in no event later than _________ 20__ [NOTE: DATE SHOULD BE 

CONSTRUCTION OR RENOVATION WORK COMPLETION DEADLINE DATE PLUS # OF 

YEARS IN THE RESTRICTIVE PERIOD]] (the “Restrictive Period”), neither we nor any of the 

Entities will open, or allow to open, a hotel or motel under the Brand, as such Brand name may 

be periodically changed by us, within the Restricted Area (described below). This restriction 

does not apply to any hotel or motel that is currently open or under construction or has been 



EXHIBIT D 

approved for development or opening as a Brand hotel as of the Effective Date (“Existing 

Hotel”). The term Existing Hotel also includes any hotel located or to be located within the 

Restrictive Area that replaces such Existing Hotel under the Brand. 

The restrictions also do not apply to: (1) any hotel(s) or motel(s) under brands other than the 

Brand; (2) any hotel(s) or motel(s) that will not begin operating under the Brand until after the 

expiration of the Restrictive Period; (3) any gaming-oriented hotels or facilities using the Brand; 

(4) any shared ownership properties (commonly known as “vacation ownership” or “time share 

ownership” or similar real estate properties) under the Brand; and (5) any hotel(s), motel(s), or 

inn(s) that are part of a chain or group of four (4) or more hotels, motels, or inns that we or the 

Entities, as a result of a single transaction or group of related transactions, own, operate, acquire, 

lease, manage, franchise, license, or join through a merger, acquisition or marketing agreement 

(or otherwise), whether under their existing name or the Brand name or any other name. 

Restricted Area as used in this provision means the area located within the following 

boundaries: 

BOUNDARIES TO BE DETERMINED BY FRANCHISOR 

FOR CONVERSION ONLY: 

Existing Third-Party Agreement. You acknowledge and agree that (i) your right to operate the 

Hotel under the Brand will not become effective until after the existing third-party franchise (or 

similar) agreement for this Hotel, if any, has terminated or expired and (ii) you are solely 

responsible for ensuring that any such agreement has terminated or expired on or before the 

Opening Date. 

FOR RE-LICENSING ONLY: 

Amendment and Restatement. This Agreement hereby replaces that certain franchise 

agreement dated as of [DATE], as amended (collectively, the “Original License Agreement”) 

by and between us (or our Affiliate) and you (or your Affiliate) with respect to the Hotel. On 

execution of this Agreement by the Parties, the Original License Agreement will be superseded 

and have no further force or effect as of the Effective Date of this Agreement except for those 

provisions expressly intended to survive its termination or expiration. To the extent that there 

are outstanding obligations to us or the Entities under the Original License Agreement, you 

acknowledge and agree that you are directly responsible, jointly and severally, for all such 

obligations under the Original License Agreement existing at or accruing after the execution of 

this Agreement. 

FOR COO OR RE-LICENSING IF HOTEL IS ALREADY OPERATING UNDER THE 

BRAND: 

All references in this Agreement to the “Opening Date” will mean the “Effective Date.” 



EXHIBIT D 

FOR CHANGE OF OWNERSHIP TRANSACTIONS ONLY: 

Obligations of Prior Franchisee. You acknowledge and agree that you are directly responsible 

for, and will pay on demand, all fees and charges due and owing us and the Entities related to the 

prior franchise agreement for the Hotel if any such fees and charges remain outstanding as of or 

accrue after the Effective Date of this Agreement. 

Your Ownership Structure: 

See Attached Schedule 1 

TO BE ADDED IF FRANCHISEE’S AFFILIATE IS THE FEE TITLE OWNER, 

LESSOR OR SUBLESSOR OF THE HOTEL OR THE HOTEL SITE: 

Ownership Structure of Affiliate Fee Owner or Lessor/Sublessor of the Hotel or Hotel Site: 

See Attached Schedule 2 

IN WITNESS WHEREOF, the Parties have executed this Agreement, which has been entered 

into and is effective as of the Effective Date set forth above. 

FRANCHISEE: 

[INSERT FRANCHISEE ENTITY], 

a [INSERT TYPE OF ENTITY] 

By: 

FRANCHISOR: 

HILTON GARDEN INNS 

INTERNATIONAL FRANCHISE LLC, 

a Delaware limited liability company 

By: 

Name: 

Title: 

Name: 

Authorized Signatory 

Executed on: 

Executed on: 

Witness: 

(Signature) 

Witness: 

(Signature) 

Name: 

Name: 

Address: 

Address: 

Phone Number: 

ID Number: 

Phone Number: 

ID Number: 



EXHIBIT D 

STATE OF ) 

) ss: 

COUNTY OF ) 

NOTARY CERTIFICATE FOR FRANCHISOR 

Personally appeared before me this _____day of _____, 20___, the above-named ____________, 

to me known to be the person who executed the foregoing Franchise Agreement, being first duly sworn, 

stated upon oath that s/he executed the document for the purposed therein stated. 

(SEAL) 

Notary Public: 

My Commission Expires: 

NOTARIAL CERTIFICATION FOR FRANCHISEE 

To be signed before Brazilian Notary Public – Remainder of Page Reserved for Notarial Certification 



EXHIBIT D 

SCHEDULE 1 

Your Ownership Structure: 

Name (Shareholder, 

Partner, Member, and 

Manager) 

Nature of Ownership 

Interest 

% Interest 



EXHIBIT D 

SCHEDULE 2 

Ownership Structure of Affiliate Fee Owner or Lessor/Sublessor of the Hotel or Hotel Site: 

Name (Shareholder, 

Partner, Member, and 

Manager) 

Nature of Ownership 

Interest 

% Interest 



EXHIBIT D 

SCHEDULE 3 

SCHEDULE OF MARKS 

Our affiliates, HLT International IP LLC (“HLTIIP”) and HLT Domestic IP LLC (“HLTDIP”) 

(each, a “Trademark Owner”), hold the rights to the Marks, including the trademarks and service 

marks listed in the table below, for which applications are pending in Brazil. 

Mark Application Number Application Date Trademark 

Owner 

Franchisor’s 

Rights to Use 

Mark 

GARDEN INN (block) 825600120 07/14/2003 HLTDIP License 

GARDEN INN (design) 825600138 07/14/2003 HLTDIP License 


(block) 


(design) 



We entered into license agreements with the Trademark Owners which grant us the right to use 

the Marks and other intellectual property in connection with the System in Brazil. The term of 

the license agreements between us and the Trademark Owners continues indefinitely so long as 

each party continues to be an affiliate of HWI. The Trademark Owners have certain enforcement 

rights if we default under the license agreements, including the right to terminate the license 

agreements if we fail to cure a default within the time period specified in the license agreements. 

These enforcement rights or any other rights of the Trademark Owners to terminate the license 

agreements will not affect your right to use the intellectual property assets licensed to you under 

the Franchise Agreement as long as you are in good standing under the Franchise Agreement. 

The Trademark Owners may periodically transfer the Marks to another affiliate for 

administrative purposes, and we will continue to have a license to use the Marks in connection 

with our franchise business. 



EXHIBIT D-1

DEVELOPMENT INCENTIVE NOTE 

$ McLean, Virginia Date: 

FOR VALUE RECEIVED, the undersigned (“Maker”) promises to pay to the order of 

_________________________________, a Delaware limited liability company (“Holder”), the 

principal sum of ($________________) which amount shall bear no interest unless Maker 

defaults or this Note is accelerated. 

This Note is issued pursuant to the Franchise Agreement between Holder and Maker for the 

operation of a ____________________ Hotel (the “Hotel”) to be located at 

______________________________. All capitalized terms not defined in this Note shall have 

the same meaning as in the Franchise Agreement. 

The principal amount of this Note will be disbursed by Holder to Maker, and Maker will become 

subject to the obligation to repay or discharge this Note, when and if Maker opens the Hotel in 

accordance with the Franchise Agreement. If the Franchise Agreement terminates before the 

Hotel opens and Holder does not disburse the principal amount of this Note to Maker, then this 

Note will be deemed discharged and neither party will have any further obligation to the other 

under this instrument. On each anniversary of the Hotel’s Opening Date, one-twentieth (1/20 th ) 

of the original principal amount will be forgiven without payment. Maker’s obligation to repay 

the principal of this Note will cease and this Note will be canceled and discharged when and if 

the principal is completely forgiven. 

The outstanding principal balance of this Note shall be payable in lawful money of the United 

States of America at 7930 Jones Branch Dr., Suite 1100, McLean, VA 22102, ATTN: General 

Counsel, or at such other place as Holder may periodically direct by written notice to Maker, if: 

(1) a Termination of the Franchise Agreement occurs for any reason; or (2) a Transfer occurs and 

the transferee does not assume Maker’s obligation under this Note in a writing acceptable to 

Holder before the closing of the Transfer. If a Termination or Transfer occurs, the outstanding, 

unamortized principal balance of this Note shall be immediately due and payable without further 

notice, demand or presentment. If this Note is accelerated and is not paid within ten (10) days 

after it is due, the outstanding principal balance shall bear simple interest at a rate equal to the 

lesser of eighteen percent (18%) per annum or the highest rate allowed by applicable law from its 

due date until paid. Any payments shall be first applied to any accrued interest and then to 

principal. Maker has the right to prepay this Note, in whole or in part, at any time, without 

premium or penalty. Prepayments of principal will be applied without notation on this Note. 

Maker’s obligation to pay this Note shall be absolute and unconditional, and all payments shall 

be made without setoff, deduction, offset, recoupment or counterclaim. 

If this Note is collected by or through an attorney at law, the Holder shall be entitled to collect 

reasonable attorney’s fees and all costs of collection, which shall be added to the amount due and 

payable to Holder under this Note. This Note is issued in and shall be governed and construed 

according to the laws of the State of New York (without the application of conflict of laws 

principles). Each maker, endorser, guarantor or accommodation party liable for this Note waives 

presentment, demand, notice of demand, protest, notice of non-payment, notice of protest, notice 

of dishonor and diligence in collection. Holder reserves the right to modify the terms of this 

{000011-999987 00193597.DOCX; 1}

instrument, grant extensions, renewals, releases, discharges, compositions and compromises with 

any party liable on this Note, with or without notice to or the consent of, and without discharging 

or affecting the obligations of any other party liable under this instrument. The terms “Holder” 

and “Maker” shall be deemed to include their respective heirs, successors, legal representatives 

and assigns, whether by voluntary action of the parties or by operation of law. All references to 

“Maker” shall mean and include the named Maker and all co-makers, guarantors, sureties and 

accommodation parties signing or endorsing this Note. 

IN WITNESS WHEREOF, the undersigned have executed this instrument effective on the date 

indicated above. 

Maker 

_________________________________ 

Co-Maker 

_________________________________ 

Co-Maker 

_________________________________ 

Witness 

______________________________________ 

Witness 

______________________________________ 

Witness 

______________________________________ 

{000011-999987 00193597.DOCX; 1}

EXHIBIT E

EXHIBIT E 

GUARANTY OF FRANCHISE AGREEMENT 

[Hotel Name] 

THIS DOCUMENT AFFECTS AND WAIVE IMPORTANT RIGHTS OF THE 

PERSONS AND ENTITIES SIGNING IT. 

THIS GUARANTY OF FRANCHISE AGREEMENT (“Guaranty”) is executed by 

___________________, a ____________ (“Guarantor”), in favor of ____________________, 

a Delaware limited liability company (“Franchisor”), as consideration of and as an inducement 

to Franchisor to execute the franchise agreement dated as of _________________ (referred to in 

this Guaranty collectively, along with all applicable amendments, addenda, riders, supplemental 

agreements and assignments, as the “Franchise Agreement”), by and between Franchisor and 

______________ (“Franchisee”) as of ___________ (“Effective Date”). Capitalized terms not 

otherwise defined in this Guaranty shall have the same meaning as in the Franchise Agreement. 

Guarantor agrees as follows: 

1. Guaranty. Guarantor hereby unconditionally and irrevocably guaranties to 

Franchisor: (a) the full and prompt payment of all sums owed by Franchisee to Franchisor and to 

Franchisor’s Affiliates under the Franchise Agreement and otherwise relating to the Hotel, 

including, but not limited to, all fees and charges, interest, default interest, and other costs and 

fees (including, without limitation, attorneys’ fees in connection with enforcement of the 

Franchise Agreement; and (b) the performance of all other obligations of Franchisee arising 

under the Franchise Agreement (collectively, the “Obligations”). On default by Franchisee and 

notice from Franchisor to Guarantor, Guarantor will immediately make payment in full of all 

amounts due and owing to Franchisor or Franchisor’s Affiliates, and perform each Obligation of 

Franchisee. 

2. Possible Termination of Guaranty. Franchisor will offer Guarantor its thencurrent 

standard form termination of guaranty agreement releasing Guarantor from future 

Obligations under this Guaranty if the following conditions are met: (a) Franchisor receives a 

copy of the deed evidencing that Franchisee owns fee simple title to the real property on which 

the Hotel is or will be sited or a copy of a ground lease to which Franchisee is a party with an 

unrelated third-party ground lessor for a term at least equal to the term of the Franchise 

Agreement; (b) Guarantor sends a written request to Franchisor to terminate the Guaranty; and 

(c) at the time of Guarantor’s request, Franchisee is in good standing under the Franchise 

Agreement and has not been in default under the Franchise Agreement at any time during the 

twenty-four (24) month period before Guarantor’s request. 

3. Waivers of Certain Rights and Defenses. Each Guarantor waives: (a) any right 

Guarantor may have to require that an action be brought against Franchisee or any other person 

as a condition of Guarantor’s liability under this Guaranty; (b) all rights to payments and claims 

for reimbursement or subrogation which any of the undersigned may have against Franchisee 

arising as a result of Guarantor’s execution of and performance under this Guaranty; (c) any law 

or statute which requires that Franchisor make demand on, assert claims against or collect from 

Franchisee or any others, foreclose any security interest, sell collateral, exhaust any remedies or 

take any other action against Franchisee or any others before making any demand on, collecting 

{000011-999987 00194294.DOC; 1} 1

EXHIBIT E 

from or taking any action against Guarantor under or with respect to this Guaranty; and (d) any 

and all other notices and legal or equitable defenses to which Guarantor may be entitled. 

4. Information Requests. Guarantor must deliver to Franchisor: (a) complete and 

current financial information about Guarantor as Franchisor may reasonably request; and (b) any 

other information about Guarantor that Franchisor reasonably requests. 

5. Additional Provisions. 

(a) Each Guarantor jointly and severally holds harmless, and agrees to defend, 

protect, and indemnify Franchisor from any actions, causes of action, liabilities, damages, losses, 

and fees (including attorneys’ fees) and all other claims of every nature which may arise as a 

result of any dispute between or among any of Guarantors and any other persons or entities. 

(b) Franchisor may assign this Guaranty without in any way affecting 

Guarantor’s liability. This Guaranty will inure to the benefit of Franchisor and its successors and 

assigns and will bind Guarantor and Guarantor’s heirs, executors, administrators, successors, and 

assigns. 

(c) Notices must be in writing and must be delivered in person, by prepaid 

overnight commercial delivery service, or by prepaid United States Mail, overnight, registered or 

certified, with return-receipt requested, to the following addresses: 

If to Franchisor: 

7930 Jones Branch Drive 

Suite 1100 

McLean, VA 22102 

Attention: General Counsel 

If to Guarantor: 

Phone: (___) 

Fax: (___) 

If Guarantor wants to change the notice address set forth above, Guarantor shall notify 

Franchisor in writing in accordance with the delivery procedure set forth in this Subsection. A 

Notice will be deemed effective on the earlier of: (i) receipt or first refusal of delivery; (ii) one 

(1) day after posting if sent by overnight commercial delivery service or overnight United States 

Mail; or (iii) three (3) days after placement in the United States Mail if overnight delivery is not 

available to the Notice address. 

(d) Guarantor represents and warrants to Franchisor that Guarantor, including 

its directors, officers, senior management, shareholders and other persons having a controlling 

interest in Guarantor, is not and is not owned or controlled by, or acting on behalf of, any of the 

following “Restricted Persons”: (i) the government of any country that is subject to an embargo 

imposed by the United States government; (ii) individuals or entities (collectively, “Persons”) 

located in or organized under the laws of any country that is subject to an embargo imposed by 

the United States government; (iii) Persons ordinarily resident in any country that is subject to an 

embargo imposed by the United States government; or (iv) Persons periodically identified by any 

{000011-999987 00194294.DOC; 1} 2

EXHIBIT E 

government or legal authority under applicable laws as a Person with whom dealings and 

transactions by Franchisor are prohibited or restricted, including Persons designated on the U.S. 

Department of the Treasury’s Office of Foreign Assets Control List of Specially Designated 

Nationals and Other Blocked Persons (including terrorists and narcotics traffickers); and similar 

restricted party listings, including those maintained by other governments pursuant to applicable 

United Nations, regional or national trade or financial sanctions. Guarantor further represents 

and warrants to Franchisor that Guarantor will not directly or indirectly pay, offer, give or 

promise to pay or authorize the payment of any monies or other things of value to: (a) an official 

or employee of a government department, agency or instrumentality, state-owned or 

controlled enterprise or public international organization; (b) any political party or candidate for 

political office; or (c) any other person at the suggestion, request or direction or for the benefit of 

any of the above-described persons and entities, if any such payment, offer, act or authorization 

is for purposes of influencing official actions or decisions or securing any improper advantage in 

order to obtain or retain business, or engaging in acts or transactions otherwise in violation of 

any applicable anti-bribery legislation. Guarantor agrees that it will notify Franchisor in writing 

immediately on the occurrence of any event which would render the foregoing representations 

and warranties of this Subsection 5(d) incorrect. 

(e) Each Guarantor warrants and represents to Franchisor that Guarantor has 

the requisite power to execute, deliver and perform the terms and provision of this Guaranty, and 

that this Guaranty is a valid, binding and legally enforceable obligation of each Guarantor in 

accordance with its terms. 

(f) If there is more than one Guarantor named in this Guaranty, any reference 

to Guarantor will mean any one or all Guarantors. Each Guarantor agrees that all obligations of 

each Guarantor are joint and several. 

(g) No failure or delay on Franchisor’s part in exercising any power or 

privilege under this Guaranty will impair any such power, right or privilege or be construed as a 

waiver of its rights under this Guaranty. 

(h) If any provision of this Guaranty is determined by a court of competent 

jurisdiction to be unenforceable, all of the other provisions will remain effective. 

(i) This Guaranty embodies the entire agreement between Franchisor and 

Guarantor with respect to the matters set forth in this Guaranty and supersedes all prior 

agreements with respect to the matters set forth in this Guaranty. 

6. Governing Law. Except to the extent governed by the United States Trademark 

Act of 1946 (Lanham Act; 15 U.S.C. 1050 et seq.), as amended, this Guaranty and any and all 

disputes relating to this Guaranty will be governed by the laws of the State of New York without 

recourse to New York choice of law or conflicts of law principles; provided, however, that 

nothing in this Section is intended to invoke the application of any franchise, business 

opportunity, antitrust, “implied covenant,” unfair competition, fiduciary or any other doctrine of 

law of the State of New York that would not otherwise apply absent this Section. 

7. Jurisdiction and Venue. The parties agree that any action related to this 

Guaranty, any breach of this Guaranty, the relationship among or between Franchisor, 

Franchisee and Guarantor, and all disputes among or between Franchisor, Franchisee and 

{000011-999987 00194294.DOC; 1} 3

EXHIBIT E 

Guarantor, whether sounding in contract, tort or otherwise, shall be brought in the U.S. District 

Court for the Eastern District of Virginia, in Alexandria, Virginia or, if that court lacks subject 

matter jurisdiction, then in a court of competent jurisdiction whose jurisdiction includes Fairfax 

County, Virginia or New York, New York; provided, however, that Franchisor may, in its sole 

discretion, elect to pursue any claim relating to the Guaranty in any competent court having 

jurisdiction in the domicile of Guarantor in Brazil. Guarantor consents to personal jurisdiction 

and venue in these jurisdictions and waives and agrees not to assert, move or otherwise claim 

that the venue in these jurisdictions is for any reason improper, inconvenient, prejudicial or 

otherwise inappropriate. 

8. WAIVER OF JURY TRIAL. GUARANTOR HEREBY WAIVES ITS 

RIGHT TO A TRIAL BY JURY WITH RESPECT TO THE ENFORCEMENT OF THIS 

GUARANTY. 

9. Registration. For purpose of enforcing this Guaranty in Brazil, Guarantor shall 

cause the registration of this Guaranty, together with its Portuguese translation, made by a 

Brazilian sworn public translator, with the relevant Documents Registry (Registro de Titulos e 

Documentos) in Brazil. 

GUARANTOR ACKNOWLEDGES THAT GUARANTOR WAS AFFORDED THE 

OPPORTUNITY TO READ THIS GUARANTY AND TO REVIEW IT WITH AN 

ATTORNEY OF GUARANTOR’S CHOICE BEFORE SIGNING. GUARANTOR FURTHER 

ACKNOWLEDGES HAVING READ AND UNDERSTOOD THE MEANING AND EFFECT 

OF THIS DOCUMENT BEFORE SIGNING IT. 

IN WITNESS WHEREOF, Guarantor has executed this Guaranty as of the Effective Date. 

GUARANTOR: 

_________________________________, 

a ________________________________ 

GUARANTOR: 

By: _____________________________ 

Name: ___________________________ 

Title: ____________________________ 

Witness: 

_________________________________ 

Name: ____________________________ 

Individually 

Witness: 

(Signature) 

Name: 

Address: 

Phone Number: 

ID Number: 

(Signature) 

Name: 

Address: 

Phone Number: 

ID Number: 

{000011-999987 00194294.DOC; 1} 4

EXHIBIT E 

NOTARIAL CERTIFICATION FOR GUARANTOR 

To be signed before Brazilian Notary Public – Remainder of Page Reserved for Notarial Certification 

{000011-999987 00194294.DOC; 1} 5

EXHIBIT F

2012 Brazil Hotel Project Application All Brands 

EXHIBIT F 

This Hotel Project Application (“Application”) includes the following: 

• Instructions for submitting an Application 

• Part 1 - Application Checklist 

• Part 2 - Application Letter 

• Part 3 - Application Form 

• Part 4 - Due Diligence 

Instructions for Submitting an Application: 

1. Have a required signer for the Applicant (as noted on the next page) sign and date the "Receipt" page at 

the end of the current Franchise Disclosure Document (“Disclosure Document”) for the applicable brand 

and return it immediately by mail to your development representative. 

2. Each part of this Application must be completed. Additional pages may be attached as necessary. All 

information must be legible and in English. Please type or print the information in each part of the 

Application. For your convenience, this Application may be filled out electronically, saved and printed. 

However, a signed hard copy, along with the Application Fee (see Paragraph 5 below), must be submitted 

to your development representative. 

3. Attach supporting documents/information indicated in each part of the Application. If any part of the 

Application is not completed and/or supporting documentation is not attached, you must include an 

explanation of why the Application is not completed or the supporting documentation is not attached. 

Incomplete Applications cannot be considered. 

4. The Applicant must be a natural person or an existing legal entity. You must provide a complete 

organizational chart up to the ultimate owning entity/entities and the ultimate individual beneficial owners 

of the Applicant. You must provide us with the relevant Participant Information forms (Part 4) for the 

Applicant and each person or entity with a 25% or greater ownership interest in Applicant, and/or a 

controlling interest in Applicant (e.g., general partner, managing member, etc.). 

5. A check (or wire transfer) for the Application Fee (“Application Fee”) must be submitted with the 

Application. The Application Fee must be paid for us to accept and process your Application in the 

United States of America. Attached to this Application is an invoice for the Application Fee. Please be 

sure to retain the attached invoice. The amount of the Application Fee (stated in U.S. Dollars) is: 

Brand 


Conrad® $75,000 

Doubletree® by Hilton 

$75,000, plus $300 per guest room/suite over 250 guest rooms/suites 

Doubletree Suites® by Hilton 

Embassy Suites® 

$75,000, plus $300 per suite over 250 suites 

Hampton Inn 


Hampton Inn & Suites® 

Hilton® 


Hilton Garden Inn® 


Homewood Suites by Hilton® $60,000, plus $450 per guest room/suite over 150 guest rooms/suites 

Home2 Suites by Hilton® $50,000 

Waldorf Astoria® $75,000 

{000011-999987 00194304.DOCX; 1} Page 1 of 18


For a Relicensing Application (not involving a Change of Ownership), you must pay a Property 

Improvement Plan (“PIP”) fee in addition to the Application Fee, calculated as follows: 

Brand 


Conrad or Waldorf Astoria $75,000 

Doubletree by Hilton, Doubletree Suites $25 per guest room/suite, multiplied by the number of years in 

by Hilton, Embassy Suites or Hilton the Relicensing term 

Hampton Inn, Hampton Inn & Suites, $35 per guest room/suite multiplied by the number of years in 

Hilton Garden Inn, Homewood Suites by the Relicensing term 

Hilton or Home2 Suites by Hilton 

Required Signatures: 

The Application Letter must be signed and dated by the Applicant, or on behalf of the Applicant, by a 

person or persons with the capacity and authority to do so. The signatures required for valid execution of 

the Application Letter may vary depending on the laws under which the Applicant is established or 

resident. These laws must be complied with. Our minimum requirements for signatures are as follows: 

Applicant 

Individual(s) 

Corporate Entity 

General Partnership 

Limited Partnership 

Limited Liability Company 

Trust 

Estate 

Signers 

Each Individual 

President, Vice President or other authorized officer 

Each General Partner 

Any General Partner 

Managing Member(s) or other authorized Member(s) 

Trustee(s) 

Executor or Administrator 

NOTE: APPLICANT SHOULD NOT SIGN OR SUBMIT THIS APPLICATION OR PAYMENT 

OF THE APPLICATION FEE UNTIL AT LEAST THE DAY AFTER THE 10 TH FULL 

CALENDAR DAY AFTER THE DATE APPLICANT RECEIVED THE DISCLOSURE 

DOCUMENT AND SIGNED A RECEIPT. 

{000011-999987 00194304.DOCX; 1} Page 2 of 18


Part 1: Application Checklist 

The following items must be included for the application to be complete. We reserve the right to request 

additional information as we consider appropriate: 

Disclosure Document Receipt signed and dated by Applicant (see instructions). 

Application Letter signed and dated no earlier than the day after the 10 th full calendar day after the date the Applicant 

received the Disclosure Document, along with the remaining completed Application pages. 

Application Fee dated and/or received no earlier than the day after the 10 th full calendar day after the date the 

Applicant received the Disclosure Document. 

Current financial statements (less than a year old) for Applicant; its controlling shareholders, partners or members; and 

each 25% or greater owner of Applicant. 

On request, completed Participant Information form(s) signed and dated for Applicant, each individual/entity with a 

25% or greater direct or indirect ownership interest in Applicant, and each individual/entity with a controlling interest 

in Applicant (i.e., general partner, managing member, etc.) (see Part 4). 

Copies of Organizational Documents (including all amendments) for Applicant entity and each of its principal 

entities, including general partner(s), managing member(s), controlling shareholders or similar direct and indirect 

controlling interests, as follows: 

Private Corporation: 

Limited Liability Company: 

Limited Partnership: 

General Partnership: 

Trust: 

Estate: 

Articles of Incorporation (filing stamp/certification from the jurisdiction of formation) 

Articles of Organization (filing stamp/certification from the jurisdiction of formation) and 

signed Operating Agreement 

Certificate of Limited Partnership (filing stamp from the jurisdiction of formation) and 

signed Partnership Agreement 

Signed Partnership Agreement 

Signed Trust Agreement 

Letters Testamentary/of Administration (where applicable) 

Complete Ownership Structure Form for Applicant and its underlying ownership entities. 

If related to Applicant, Complete Ownership Structure Form for fee title holder/lessor/sublessor of Hotel/Hotel Site. 

If available or on request, market or feasibility study. 

Site Control Document and all amendments (e.g., recorded deed, recorded ground lease, recorded purchase option, 

binding letter of intent, binding purchase agreement) in the name of Applicant or its affiliate. 

Site Plan, Aerial and Location Map with site identified (consult your Developer for site plan requirements). 

List of hotels owned or managed by Applicant (see Part 3). 

List of hotels owned or managed by the proposed management company (see Part 3). 

CONVERSION PROJECTS In addition to the above, include the following items: 

Conversion Indemnity Letter (if applicable) 

Interior/Exterior Photographs 

3 Years’ Hotel Operating Statistics 

{000011-999987 00194304.DOCX; 1} Page 3 of 18


Part 2: Hotel Project Application Letter 

Name of Applicant: 

Location: 

(“Applicant”) 

(“Location”) 

BRAND (check one): 

[ ] Conrad® [ ] Hampton®* [ ] Hilton Garden Inn® 

[ ] Doubletree®* by Hilton [ ] Hampton Inn®* [ ] Home2 Suites by Hilton® 

[ ] Doubletree® Suites* by Hilton [ ] Hampton Inn & Suites®* [ ] Homewood Suites by Hilton® 

[ ] Embassy Suites®* [ ] Hilton® [ ] Waldorf Astoria ® 

* may include “by Hilton” tagline at sole discretion of Franchisor or HWI 

This hotel project application letter (“Application Letter”) is provided to the applicable franchising 

subsidiary of Hilton Worldwide, Inc. (“HWI”) to consider and process an application for a franchise to 

operate a hotel under the Brand at the Location (“Hotel”). A reference to “Franchisor” means any or all 

of HWI’s franchising subsidiaries (“Franchisor”). A reference to “entities” means HWI’s present or 

future subsidiaries and affiliates and direct or indirect owners (“Entities”). Applicant understands that 

Franchisor is relying on the information provided in this application and all documents submitted by 

Applicant and co-owners and their agents/advisers/representatives in connection with or in support of the 

application, including, but not limited to, this Application Letter (together, the “Application”). Applicant 

agrees to supply such additional information, statements or data as may be requested by Franchisor. 

Applicant represents, warrants, and undertakes to Franchisor and the Entities, that: 

1. All information contained in the Application is true, correct and complete as of the date of this 

Application Letter. Applicant will promptly inform Franchisor of any change in any of the information 

provided in the Application. 

2. Both Applicant and the undersigned have the authority to make the Application and to enter into a 

franchise agreement (“Franchise Agreement”) for the proposed Hotel at the Location. Neither the 

making of this Application nor the execution of a Franchise Agreement will conflict with nor put 

Applicant in breach of the terms of any agreements to which Applicant, its affiliates or the undersigned 

are a party or by which Applicant or its affiliates are bound. Neither Applicant nor its affiliates have been 

induced by HWI to terminate or breach any agreement with respect to the Location. 

3. Certain information about Franchisor’s system for the Brand, including the Disclosure Document, 

the manual and the Franchise Agreement (together, the “Franchise Information”), has been made 

available to Applicant. Applicant is generally familiar with the Franchise Information and its 

requirements and is applying for the form of Franchise Agreement provided. Applicant undertakes to 

treat the manual which it may receive from Franchisor as confidential. Applicant acknowledges and 

agrees that the Franchise Information is the property of HWI and/or the Entities, and that Applicant 

obtains no right, title or interest in or to any of the Franchise Information. Applicant agrees not to use the 

Franchise Information unless and until a Franchise Agreement is entered into and then in accordance with 

the terms and conditions of the Franchise Agreement. 

4. Applicant acknowledges that HWI and the Entities do not enter into oral agreements or 

understandings with respect to a Franchise Agreement, and as that of the date of this Application Letter 

there are no oral agreements or understandings between Applicant and HWI or the Entities with respect to 

the proposed Franchise Agreement. 

5. The Application Fee is paid for us to accept and process your Application in the United States of 

America. Payment is due with the Application in accordance with the attached invoice. The Application 

Fee shall be grossed up and be received net of any Brazilian taxes. If the Application is not approved or if 

Applicant withdraws the Application before it is approved, the Application Fee will be refunded, without 

{000011-999987 00194304.DOCX; 1} Page 4 of 18


interest, less $7,500 for time and expenses incurred by Franchisor in processing the Application. The 

refund shall be considered fully discharged when the respective amount is sent to Applicant. ONCE THE 

APPLICATION IS APPROVED, THE APPLICATION FEE WILL NOT BE RETURNED OR 

REFUNDED UNDER ANY CIRCUMSTANCES (EVEN IF APPROVAL IS CONDITIONED ON 

APPLICANT PROVIDING ADDITIONAL INFORMATION); provided, however, for a Change of 

Ownership Application, if Franchisor approves the Application, and the approved change of ownership 

does not occur, then Franchisor will refund the Application Fee without interest, less $7,500 for time and 

expenses incurred by Franchisor in processing the Application. Franchisor reserves the sole right to 

approve or disapprove the Application for any reason. If the Application is approved, Applicant must 

provide any additional information requested, meet any additional requirements and sign the Franchise 

Agreement within the time period Franchisor specifies, and all other ancillary documents within the time 

period designated by Franchisor, failing which Franchisor may terminate the proposed hotel project and 

retain the Application Fee. The Application Fee may be invested, combined with other funds or 

otherwise used as HWI deems appropriate in its sole discretion. 

6. Applicant authorizes credit agencies/bureaus, financial institutions, companies and individuals to 

disclose to HWI any and all information for the purpose of HWI and the Entities completing any 

necessary credit and/or background investigations in connection with this Application and execution of 

any Franchise Agreement. 

7. The Applicant, jointly and severally if applicable, agrees to indemnify and defend HWI and the 

Entities and their respective officers, directors, employees, agents, representatives, and assignees 

(collectively, the “HWI Indemnitees”) against, and to hold them harmless from, all losses in connection 

with the Application and the Location, including breach of any representations, warranties or 

undertakings contained herein and all claims, demands, suits, causes of action, liabilities, losses or 

otherwise, directly or indirectly incurred (including legal and accounting fees and expenses), and 

including claims as a result of Franchisor processing the Application and/or approving a Franchise 

Agreement. Each HWI Indemnitee shall have the right independently to take any action it may deem 

necessary in its sole discretion to protect and defend itself against any threatened action subject to 

Applicant’s indemnification, without regard to the expense, forum or other parties that may be involved. 

Each HWI Indemnitee shall have sole and exclusive control over the defense of any such action 

(including the right to be represented by counsel of its choosing) and over the settlement, compromise or 

other disposition thereof. HWI may rely on any information, statement or notice from the Applicant 

pertaining to the Location or Franchise Agreement without having to investigate or ascertain the accuracy 

of any fact or allegation in the information, statement or notice. 

8. This Application Letter may be executed in counterparts, each of which shall be deemed an 

original. This Application Letter must be signed by an authorized signatory for the Applicant (see 

Instruction for required signatories). Please make as many copies as necessary. 

9. This Application shall be governed by and construed in accordance with the substantive laws of the 

State of New York, without regard to its choice of law principles. 

REST OF PAGE INTENTIONALLY LEFT BLANK – SIGNATURES ON NEXT PAGE 

{000011-999987 00194304.DOCX; 1} Page 5 of 18


INDIVIDUAL APPLICANT: 

ENTITY APPLICANT: 

Name: 

Date: 

(Signature) 

Entity Name: 

By: 

Name: 

Title: 

Date: 

(Signature) 

Witness (for Individual Applicant): 

Witness (for Entity Applicant): 

(Signature) 

Name: 

Address: 

Phone Number: 

ID Number: 

(Signature) 

Name: 

Address: 

Phone Number: 

ID Number: 

{000011-999987 00194304.DOCX; 1} Page 6 of 18


Part 3: Application Form 

HILTON WORLDWIDE FRANCHISE APPLICATION 

NAME OF APPLICANT (entity name may not include any 

of our marks or any variations/initials): 

State in which Applicant’s principal business address (or if 

Applicant is an individual, permanent residence) is located: 

APPLICANT 

Type: [ ] Corporation [ ] Limited Partnership [ ] General Partnership [ ] Limited Liability Company 

Birth or 

Formation 

Information: 

[ ] Individual [ ] Trust [ ] Other (specify) [ ] Limited Liability Partnership 

_____/____/______ 

Month/Day/Year 

____________________ 

State/Province, Country 

_____________________________________________ 

US SSN (last 4 digits only)/ EIN/Canada SIN/Gov’t ID# 

FOR LEGAL NOTICES 

PRINCIPAL CORRESPONDENT 

FOR DAY-TO-DAY COMMUNICATIONS 

Name: 

Name: 

Street 

Address: 

Street 

Address: 

City, State/Province 

Zip/Postal Code 

City, State/Province 

Zip/Postal Code 

Telephone #: Telephone #: 

Fax #: Fax #: 

Email: 

Email: 

THE PROPOSED HOTEL WILL BE MANAGED BY: 

MANAGEMENT INFORMATION 

[ ] A General Manager who will be employed by the Applicant 

The General Manager will be: 

[ ] A Management Group under a Management Agreement with the Applicant 

Company Name and Contact: 

Address: 

Telephone: Fax: Email: 

Attachments: 

(1) List of Hotels owned or managed by the management group 

LIST ALL HOTELS OWNED AND/OR OPERATED BY APPLICANT AND ITS EQUITY OWNERS 

(attach additional pages if necessary) 

Owner/Operator Name Brand/Property Name, City/State Description of Interest % Equity 

{000011-999987 00194304.DOCX; 1} Page 7 of 18


OWNERSHIP STRUCTURE OF APPLICANT ENTITY 

INSTRUCTIONS: Please provide a complete breakdown of the owners of the Applicant Entity and any 

related entity that holds/will hold fee title to the Hotel site or, for complex structures, please attach a 

detailed organizational chart (see next page). If these owners are other legal entities, please include a 

breakdown of their underlying ownership. That means you should provide the name and 

description/percentage of ownership interest of all individuals who own and/or control these entities. 

Copy this form as needed to provide multiple structures. 

Example: 

Entity/Person’s Name SSN (last 4 

digits), EIN, 

Canada SIN 

or Gov’t ID#: 

XYZ Corp. 

- John Doe, President 50% 

- Jane Doe, Shareholder 50% 

ABC, L.L.C. 

- BDC, Inc., its managing member 25% 

- Bill Davis, President 100% 

12-3456789 

1234 

5678 

23-4567891 

34-5678912 

9012 

Description 

of Interest 

General 

Partner 

Limited 

Partner 

% 

Interest 

Business Address 

& Telephone 

1% XYZ Corp. Address/Phone 

John Doe Address/Phone 

Jane Doe Address/Phone 

99% ABC, L.L.C. Address/Phone 

BDC, Inc. Address/Phone 

- Bill Davis Family Trust, member 25% 

- Bill Davis, Trustee 

- Bill Davis, Jr., Beneficiary 100% 

- Bill Davis, member 50% 

45-6789123 

2345 

6789 

same as above 

Trust Contact Address/Phone 

Bill Davis Address/Phone 

ENTITY NAME: ______________________________________________________________________ 

Entity/Person’s Name SSN (last 4 

digits), EIN, 

Canada SIN 

or Gov’t ID#: 

OWNERSHIP STRUCTURE 

(provide additional pages if necessary) 

Description 

of Interest 

% 

Interest 

Business Address 

& Telephone 

Attachments: 

(1) Copies of recorded formation and governing documents of Applicant and its controlling entities 

(e.g., Articles of Incorporation, Partnership Agreement, Operating Agreement, etc.) 

(2) On request, completed Individual or Business Entity Participant Information Forms (Part 4) 

{000011-999987 00194304.DOCX; 1} Page 8 of 18


Organizational Chart 

Please attach a full organizational chart for the Applicant entity and Applicant’s affiliate that will lease or 

sublease the Hotel or the Hotel Site to Applicant, if applicable, showing all direct and indirect equity owners 

up to the ultimate individual beneficial owners (but excluding public shareholders or passive investors in an 

institutional investment fund). 

Attachments: 

Complete ownership structure of Applicant and related entity that is the title holder or lessor/sublessor of 

the Hotel/Hotel Site (if applicable) 

For example: 

Ultimate Owner A 

(x% ownership interest) 

Ultimate Owner B 


Ultimate Owner C 


Entity A 

(x% shareholder) 

Entity B 


Entity C 


Applicant 

{000011-999987 00194304.DOCX; 1} Page 9 of 18


Location of Hotel/Hotel site: 

Street Address/Coordinates: 

City, State/Province: 

Zip/Postal Code: 

Country: 

HOTEL/SITE/SITE CONTROL INFORMATION 

Brand: 

Conrad® Hampton®* Hilton Garden Inn® 

Doubletree®* by Hilton Hampton Inn®* Home2 Suites by Hilton® 

Doubletree® Suites* by Hilton Hampton Inn & Suites®* Homewood Suites by Hilton® 

Embassy Suites®* Hilton® Waldorf Astoria ® 

* may include the ”by Hilton” tagline in Franchisor’s sole discretion 

Development Type: 

New Development* Conversion Change of Ownership Relicensing 

(*new build/adaptive reuse) 

Hotel Affiliation (for New Development/Conversion applications only): 

Has there ever been a franchise, branded management, affiliation or similar agreement pertaining to the 

proposed hotel or site 

No Yes/Describe: 

Is the hotel currently under contract with another hotel chain 

No Yes/Specify: 

Hotel Facilities (existing and/or proposed): 

Total Guest Units: # of Standard Rooms: # of Suites: # of Stories: 

Year Built (open hotel) Meeting Space No Yes: ______ sq. ft # of Mtg Rms: 

Ballroom No Yes:________ sq ft Swimming Pool: Indoor Outdoor None 

Health Club No Yes/Description: 

Spa No Yes/Description: 

Food & Beverage Facilities (outlets, capacity, meals served, operated/leased, current/planned brand names): 

Other Retail Outlets (type, operated/ leased, current/planned brand names): 

Other Amenities (specify): 

Shared Facilities No Yes/Description: 

Condo Residences No Yes/(#): Hotel Rental Program No Yes 

Attachments: 

Conversion Indemnity Letter (if applicable) 

City maps/aerial photograph showing location and perimeter of site (for New Development/Conversion) 

Copy of original Certificate of Occupancy for the hotel, if available (open hotel only) 

{000011-999987 00194304.DOCX; 1} Page 10 of 18


Hotel Site /Building Information: 

Total sq footage of site: Zoned for hotel development No Yes 

Max height allowed by zoning: Sq. Ft Stories 

Site/Development Restrictions No Yes/Describe: 

Please describe Applicant’s current form of site control for the Hotel or Hotel Site: 

Owned by Applicant (attach copy of recorded deed) 

Ground lease (attach copy of recorded ground lease) 

Expiration Date: 

Binding option agreement (attach copy of recorded agreement) Exercise Deadline: 

Binding purchase agreement (attach copy of executed agreement) Closing Deadline: 

Other/Describe: 

If Hotel or Hotel Site is currently owned by someone else other than Applicant, please indicate: 

Owner name: 

Street Address: 

State/Province: 


Country: 

Telephone: 

Fax: 

Email: 

Related to Applicant No Yes/Describe*: 

If Hotel or Hotel Site will, on close of purchase, be owned by someone other than Applicant, 

please indicate: 

Owner name: 

Street Address: 

City, State/Province: 


Country 

Tel: 

Fax: 

Email: 

Related to Applicant No Yes/Describe*: 

*Provide complete ownership structure of any related entity 

Attachments: 

Site Plan (for New Development) 

Copy of applicable site control document 

{000011-999987 00194304.DOCX; 1} Page 11 of 18


FINANCIAL INFORMATION/PROJECT TIMELINE 

Estimated Project Costs - New Development Project: 

Costs Overall Per Key 

Land: US$ US$ 

Construction: US$ US$ 

FF&E: US$ US$ 

Other: US$ US$ 

Total Project Costs : US$ US$ 

Estimated Project Costs – Conversion or Change of Ownership (existing hotel): 

Costs Aggregate Per Key 

Purchase Price/Current Market Value: US$ US$ 

Renovations/Upgrades: US$ US$ 

Other: US$ US$ 

Total Project Costs: US$ US$ 

Estimated Project Timeline: 

Forecasted Construction/Renovation Start Date: 

Forecasted Construction/Renovation Completion Date: 

Operating Projections: 

Assumptions Yr 1 Yr 2 Yr 3 Yr 4 Yr 5 

% Occupancy 

Avg. Daily Rate (US$) 

Financing/Refinancing Information: 

Do you have a loan or loan commitment for this project No Yes (continue) 

Name of Lender(s): 

Loan Amount: 

Percentage Equity: 

Description: 

New Existing 

Is the loan (or will it be) cross-collateralized by other hotels/real estate assets, or cross-defaulted to any 

other loan(s) 


Deadlines associated with Project or Application: 

Are there any critical deadlines we should know about in processing your application e.g. purchase 

closings or financing commitment deadlines 


Attachments: 

Market or Feasibility Study (if available) 

For Conversion projects, past 3 years’ operating statistics 

Financial statements for Applicant, its controlling equity owners, and each individual/entity with a 

25% or greater direct or indirect ownership interest in Applicant 

{000011-999987 00194304.DOCX; 1} Page 12 of 18


Part 4: Due Diligence 

In addition to any documents requested in Parts 1 or 3, please provide the following documents to your 

development representative. 

1. Organizational Chart from the Applicant up to the ultimate owning entity/entities and the ultimate 

individual beneficial owners. 

2. Individual Participant Information Form for the day-to-day manager of the Applicant. Business 

Entity Participant Information Form and an Individual Participant Information Form for the 

Applicant and any entity or individual who: 

a. Holds, directly or indirectly, an equity interest in the Applicant which is 25% or more; or 

b. Has a controlling interest in the Applicant (regardless of ownership percentage). 

3. Organizational Documents that: 

a. Evidence the entity is duly formed in its state/country of organization and state who is 

designated as the day-to-day manager for Applicant and any entity which: 

i. Holds, directly or indirectly, an equity interest in the Applicant which is 25% or 

more; or 

ii. Has a controlling interest in the Applicant (regardless of ownership percentage). 

Examples of such documents include: 

• For LLCs: Articles of Organization, Certificate of Formation, Operating Agreement 

• For LPs: Certificate of Limited Partnership, Partnership Agreement 

• Private companies: Articles of Incorporation and Bylaws 

4. Most up-to-date audited or unaudited financial statements (clearly indicating period of time and 

signed by a Director/Officer) for Applicant and any entity or individual who: 

a. Holds, directly or indirectly, an equity interest in the Applicant which is 25% or more; or 

b. Has a controlling interest in the Applicant (regardless of ownership percentage). 

Attachments: 

Full Organizational Chart 

Completed Business Entity Participant Information Forms 

Completed Individual Participant Information Forms 

Organizational Documents 

Audited or Unaudited Financial Statements 

{000011-999987 00194304.DOCX; 1} Page 13 of 18


Individual Participant Information Form 

Please complete a Individual Participant Information Form for: (1) Applicant; (2) each individual who 

holds, directly or indirectly, an equity interest in the Applicant which is 25% or more; and (3) each 

individual who has a controlling interest in Applicant (regardless of ownership percentage) (e.g., general 

partners, managing members, etc.) You may attach additional pages to complete the requested 

information. 

Name of Individual: 

(Full first name) (Middle name/initial) (Last name) (Former names/aliases, if any) 

U.S. SSN/Canada SIN/Gov’t ID Number: 

Sex: [ ] Male [ ] Female 

Email: 

Date of Birth: ________________________ Place of Birth: 

(Month/Day/Year) 

(City/State/Province/Country) 

Telephone #: ________________________ Fax Number: 

Home Address/Dates for the past 10 years: 

Employment History, including name of Employer, address, position and dates for the past 10 years: 

Relationship to Applicant: 

(e.g., Shareholder, Officer, General Partner, Managing Member, limited partner, member etc.) 

Percentage of Ownership: __________________ 

References: Please include one bank/financial institution, one business and one personal reference, with 

name, address and telephone number for each. 

1. 

2. 

3. 

Have you or any legal entity in which you have been an officer, director, member, partner or held a 

management position, or in which you owned 10% or more of the entity, ever been: 1) a defendant in civil 

litigation alleging fraud, deceit or similar claims; 2) been convicted of a criminal offense or have a charge 

currently pending; 3) filed for protection from creditors under applicable bankruptcy laws; 4) been a 

defaulting party in a foreclosure proceeding; or 5) been the subject of disciplinary action with respect to 

the suspension or revocation of a professional or gaming license [ ] No [ ] Yes If yes, please provide 

details below: 

{000011-999987 00194304.DOCX; 1} Page 14 of 18


I represent that the statements contained in this Individual Participant Information Form are true and 

complete. I understand that Hilton Worldwide, Inc. and its subsidiaries and affiliates (collectively, 

“HWI”) are relying on these statements to evaluate Applicant’s Application. In accordance with the 

Privacy Act, Freedom of Information Act, the Fair Credit Reporting Act, and any similar federal, state or 

local statutory or common laws or regulations, I expressly authorize the above-named references and any 

other person, company, association, firm, agency, bureau, financial institution or court system to release 

to HWI any information it requests (including, but not limited to, information concerning my education, 

employment history, financial transactions, credit payment history, civil record, criminal conviction 

record, legal proceedings or judgments or any other record or report) and for HWI to use such information 

for the purpose of conducting any credit and/or background checks. 

I hereby release, indemnify, defend and hold harmless HWI from any and all claims, liabilities, or 

damages related to this Individual Participant Form or relating to any credit and/or background checks. I 

hereby release, indemnify, defend and hold harmless HWI and its subsidiaries and affiliates, and the 

officers, directors, employees, agents, representatives, successors and assigns of each and any and all other 

persons or entities, including without limitation those providing information, from any and all liability for 

losses, claims, injuries, liabilities, and damages of whatever kind or nature, whether known or unknown, 

including without limitation those based upon defamation, invasion of privacy, and rights of publicity and 

personality, against any or all of them which may at any time arise or accrue to me or my heirs, 

successors, parents, subsidiaries, assigns, officers, directors, employees, agents or other persons or entities 

claiming by or through me, on account of the provision of such information or reliance on such 

information or on other information gathered pursuant thereto and hereto. I hereby authorize this 

Individual Participant Information Form, indemnity and release to be shown and delivered to such 

persons, with a copy of this Individual Participant Information Form, indemnity and release to be as valid 

as the original. 

This document shall be governed by and construed in accordance with the substantive laws of the State of 

New York, without regard to its choice of law principles. 

Signature: _______________________________________________ Dated: ______________________ 


Witness Signature: 

Name: 

Address: 

Phone Number: 

ID Number: 

{000011-999987 00194304.DOCX; 1} Page 15 of 18


Business Entity Participant Information Form 

Please complete a Business Entity Participant Information Form for: (1) Applicant entity; (2) each entity 

that holds, directly or indirectly, a 25% or more equity interest in the Applicant; and (3) each entity that 

has a controlling interest in the Applicant, regardless of ownership percentage (e.g., general partners, 

managing members, etc.) You may attach additional pages to complete the requested information. 

Name of Entity: 

Formation Information: Date: ______/_____/______ 


City/State/Province/Country: ___________________ 

EIN/Gov’t ID#: ________________________ 

Email: ________________________________ 

Principal Business Address: 

Telephone #: ___________________________________ Fax #: 

Relationship to Applicant: 

(e.g., Shareholder, Officer, General Partner, Managing Member, limited partner, member etc.) 

Percentage of Ownership: ____________________ 

References (name, address and telephone number for each). 

1. Bank/Financial Institution: 

2. Business: 

3. Personal: 

Has the Entity or an affiliate of the Entity (or in which the Entity has held a management position or 

ownership interest of greater that 10%) ever been: 1) a defendant in civil litigation alleging fraud, deceit 

or similar claims; 2) been convicted of a criminal offense or have a charge currently pending; 3) filed for 

protection from creditors under applicable bankruptcy laws; 4) been a defaulting party in a foreclosure 

proceeding; or 5) been the subject of disciplinary action with respect to the suspension or revocation of a 

professional or gaming license [ ] No [ ] Yes If yes, please provide details below: 

{000011-999987 00194304.DOCX; 1} Page 16 of 18


The undersigned represents that he/she has authority to sign this Business Entity Participant Information 

Form on behalf of Entity and that the statements contained in this Business Entity Participant Information 

Form are true and complete. 

The undersigned acknowledges that Hilton Worldwide, Inc. and its subsidiaries and affiliates 

(collectively, “HWI”) are relying on these statements to evaluate Applicant’s Application. In accordance 

with the Privacy Act, Freedom of Information Act, the Fair Credit Reporting Act, and any similar federal, 

state or local statutory or common laws or regulations, the undersigned expressly authorizes the abovenamed 

references, and any other person, company, association, firm, agency, bureau, financial institution 

or court system to release to HWI any information it requests (including, but not limited to, information 

concerning the business and credit history, financial transactions, civil and criminal conviction records, 

legal proceedings or judgments or any other record or report) and for HWI to use such information for the 

purpose of conducting any credit and/or background checks. 

The undersigned, on behalf of Entity and all successors, parents, subsidiaries, assigns, officers, directors, 

employees, agents or other persons or entities claiming by or through Entity, hereby releases, and agrees 

to indemnify, defend and hold harmless HWI and its subsidiaries and affiliates, and the officers, directors, 

employees, agents, representatives, successors and assigns of each and any and all other persons or 

entities, including without limitation those providing information, from any and all claims, damages, 

injuries, liabilities or losses of whatever kind or nature, whether known or unknown, including without 

limitation those based upon defamation, invasion of privacy, and rights of publicity and personality, 

against any or all of them which may at any time arise or accrue related to this Business Entity Participant 

Information Form, conducting any credit and/or background checks, on account of the provision of such 

information or reliance on such information or on other information gathered pursuant thereto and hereto. 

I hereby authorize this Business Entity Participant Information Form, indemnity and release to be shown 

and delivered to such persons, with a copy of this Business Entity Participant Information Form, 

indemnity and release to be as valid as the original. 

This Business Entity Participant Information Form shall be governed by and construed in accordance 

with the substantive laws of the State of New York, without regard to its choice of law principles. 

Business Entity: 

Signature: 

Printed Name: 

Title: ________________________________________________ 

Witness Signature: 

Name: 

Address: 

Phone Number: 

ID Number: 

Date: 


{000011-999987 00194304.DOCX; 1} Page 17 of 18


APPLICATION FEE 

INVOICE 

Hotel Project Name: 

Company Name 

INVOICE DATE:___________________ 

Attention: 

Street Address 

City, State, Postal Code 

Country 

APPLICATION FEE: 

OTHER [describe]: 

AMOUNT DUE 

TOTAL AMOUNT DUE: 

PAYMENT INSTRUCTIONS: 

IF PAYING BY CHECK, MAKE CHECK 

PAYABLE TO: 

IF PAYING BY WIRE TRANSFER, DIRECT 

PAYMENT TO: 

Hilton Worldwide, Inc. 

Mail Payment with Application To: 

The Application Fee is paid for us to accept and process your Hotel Project Application in the U.S.A. 

The Application Fee shall be grossed up and be received net of any Brazilian taxes. 

{000011-999987 00194304.DOCX; 1} Page 18 of 18

EXHIBIT G

Brazil 

OnQ Standard International Template With Optional Technology Program 

HILTON SYSTEMS SOLUTIONS, LLC 

HILTON INFORMATION TECHNOLOGY SYSTEM AGREEMENT 

Address For Notices to Customer 

Address Of Customer’s Site 

Customer Name: %LegalEntity% Site Name: %PropertyName% 

Attention: %PrimaryContactName% Attention: %GMName% 

Address: %PrimaryContactAddress1% Address: %PropertyAddress1% 

%PrimaryContactAddress2% 

%PropertyAddress2% 

%PrimaryContactCity%, 

%PrimaryContactState%, 

%PropertyCity%, 

%PropertyState%, %PropertyZip%, 

%PrimaryContactZip%, 

%PrimaryContactCountry% 

%PropertyCountry% 

Address For Notices to Hilton Systems Solutions, LLC 

Division: %BrandCodeDesc% 

Attention: Michael Leidinger, Vice President, IT Infrastructure and Operations 

Address: Hilton Worldwide, Inc. 

755 Crossover Lane 

Memphis, Tennessee 38117 USA 

On the terms and conditions set forth herein, Hilton Systems Solutions, LLC, a Delaware limited liability company 

(“HSS”) and %LegalEntity% (the “Customer”), as either the owner of a property managed by an affiliate of HSS or as a 

licensed franchisee of an affiliate of HSS, hereby enter into this Hilton Information Technology System Agreement (the 

“Agreement”) wherein HSS agrees to license or sublicense to Customer certain Proprietary Software and Certified 

Third Party Software, as such terms are defined herein, and may provide for the purchase, lease, license or use of 

Authorized Equipment (“Authorized Equipment”) as such term is defined herein for the operation of HSS’s OnQ ® 

technology (the “Information System”). The Customer agrees that such software licenses or sublicenses and any 

equipment are provided subject to the terms and conditions of the Agreement and the additional terms, conditions, and 

additional programs contained in the schedules (the “Schedules”) attached hereto. 

Schedule A: 

Schedule B: 

Schedule C: 

Schedule D: 

Schedule E: 

Schedule F: 

Schedule G: 

Schedule H: 

Schedule I: 

Information System Software Licensed / Services Provided 

System Cost and Payment Terms 

Software Maintenance / Cost and Payment Terms 

Authorized Equipment Description 

Authorized Equipment Maintenance 

Microsoft Participation Agreement 

Intentionally Omitted 

Subsequent License, Sublicense or Purchase 

Technology Program License Agreement (if applicable) 

For the purposes of this Agreement, the “Authorized Equipment” shall mean any equipment described on Schedule D. 

Note: The pricing of any and all equipment, software and/or services provided for herein is valid for a period of ninety 

(90) days following the date of issue of this Agreement (“Issue Date”). Should this Agreement not be signed by the 

Customer within ninety (90) days following the Issue Date, Customer must obtain specific approval in writing, facsimile, 

or electronic mail from HSS, confirming that all equipment, software, services and/or prices provided for herein remain 

valid. The Issue Date of this Agreement is %CreationDate%. 

{000011-999987 00194492.DOC; 1} 

June 2012 Brazil

Effective Date: The effective date (“Effective Date”) shall be the date signed by HSS. 

CUSTOMER: 

By:__________________________________ 

Authorized Signature 

Print Name:___________________________ 

Title:________________________________ 

Date: _______________________________ 


By:_____________________________________ 

Authorized Signature 

Print Name: Michael Leidinger 

Title: Vice President, IT Infrastructure and Operations 

Date: ___________________________________ 

Witness 1: ___________________________ 

(Signature) 

Print Name: __________________________ 

Address: ____________________________ 

Phone Number: _______________________ 

ID Number: ___________________________ 

Witness 1: _______________________________ 

(Signature) 

Print Name: ______________________________ 

Address: ________________________________ 

Phone Number: ___________________________ 

ID Number: ______________________________ 

Witness 2: ___________________________ 

(Signature) 

Print Name: __________________________ 

Address: ____________________________ 

Phone Number: _______________________ 

ID Number: ___________________________ 

Witness 2: _______________________________ 

(Signature) 

Print Name: ______________________________ 

Address: ________________________________ 

Phone Number: ___________________________ 

ID Number: _______________________________ 

{000011-999987 00194492.DOC; 1} 

June 2012 Brazil

TERMS AND CONDITIONS 

1. System Cost. The System Cost (the “System Cost”) includes license fees for third party software tested to 

work on the Information System with Authorized Equipment (the “Certified Third Party Software”), proprietary software 

licensed from HSS (the “Proprietary Software”), related fees for any software installation and for any services to be 

provided. Certified Third Party Software and Proprietary Software may be referred to collectively as “Software”. 

Customer may acquire the Authorized Equipment from an equipment retailer of Customer’s choice (the “Equipment 

Retailer”). The cost of Authorized Equipment is not listed as part of the System Cost under this Agreement. The 

System Cost and the payment schedule and terms are set forth in Schedule “B”. In addition to the System Cost 

specified in Schedule “B,” for Software provided by HSS hereunder either directly or through the Technology Program 

described in Schedule I (if applicable), all transportation, handling, rigging and insurance charges from the shipping 

point to destination shall be borne by Customer. 

2. Master Agreements. HSS or its designee may, from time to time, without warranty or representation of any 

kind, negotiate with an outside vendor, a master computer equipment agreement, a master software license or 

sublicense agreement and/or a master services agreement (the “Master Agreements”) and may provide certain 

opportunities for Customer to lease, license or obtain the use of Authorized Equipment or license or sublicense 

Software pursuant to the terms of the Master Agreements or to engage providers of computer software and systems 

services, such as site survey, implementation, installation and maintenance support (the “Preferred Retailer” or the 

“Preferred Services Provider”), each of which may execute their respective joinder to this Agreement (Preferred 

Retailer, Preferred Services Provider(s), PSP(s) and HSS, collectively, the “IT Provider(s)” or “ITP(s)”). In the event 

Customer leases or licenses equipment, obtains services, or licenses or sublicenses Software through the Master 

Agreements (or through any other agreement with an ITP), Customer shall have direct privity of contract with such 

third party and shall be bound by the terms thereof as they apply to Customer and its leases, licenses or sublicenses 

thereunder, and Customer shall be directly and solely responsible for such leases, licenses or sublicenses. 

NO ITP MAKES ANY REPRESENTATIONS OR WARRANTIES IN REGARD TO ANY OTHER ITP, THEIR 

AGREEMENTS, PRODUCTS AND/OR SERVICES AND SHALL HAVE NO LIABILITY WHATSOEVER FOR THE 

TERMS AND CONDITIONS THEREOF, PERFORMANCE OF ANY OBLIGATIONS OR OTHER AGREEMENTS 

THEREUNDER, INCLUDING ANY AGREEMENTS FOR EQUIPMENT PURCHASED, LEASED, LICENSED OR 

INSTALLED, ANY SERVICES PERFORMED, OR ANY SOFTWARE LICENSED OR SUBLICENSED PURSUANT 

THERETO. 

3. Customer Cooperation. Customer shall provide each ITP, as well as its parents, affiliates, subsidiaries and 

designated third party vendors, with such cooperation relating to such ITP’s performance of its obligations under this 

Agreement as such ITP may reasonably request from time to time. 

4. Notices. Except as otherwise specified herein, all notices, requests, demands or communications required 

hereunder shall be in writing, delivered personally or sent by first class mail or by a nationally reputable overnight 

courier service, postage and other fees prepaid, to Customer and the ITPs at the addresses provided hereunder (or at 

such other addresses as shall be given in writing by Customer or the ITPs to the others in accordance with this 

Section). All notices, requests, demands or communications shall be deemed effective upon delivery or three (3) days 

following deposit in the first class mail or effective one (1) business day following delivery to a nationally reputable 

overnight courier service in accordance with this Section. Additional notices may be required by the Schedules 

attached hereto or by an ITP. 

5. Termination of Agreement. 

(a) HSS shall have the right, without limiting any of its other rights or remedies, to terminate this Agreement 

upon ten (10) days prior written notice to Customer in the event of a Customer default (as defined in Section 

5(b) below) or in the event Customer ceases to be an owner of a hotel managed by an affiliate of HSS under a 

management agreement (“Management Agreement”) or a licensed franchisee of an affiliate of HSS through 

Customer’s license agreement (“License Agreement”) with the applicable subsidiary of Hilton Worldwide, Inc. 

(“HWI”), or otherwise entitled to operate a hotel, timeshare, steamboat or cruise line using the name “Hilton” or 

any other registered trademark or tradename of HWI or its subsidiaries pursuant to the terms of a written 

management, license, or affiliation agreement between Customer and HWI or any of HWI’s subsidiaries. The 

Management Agreement, the License Agreement and Customer’s Brand Division Agreement are collectively 

referred to herein as the “Brand Agreements.” The Master Agreements and the Brand Agreements are 

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collectively referred to herein as the “Other Agreements.” For purposes of this Agreement, an affiliate hotel 

operating pursuant to an affiliation agreement entered into with an affiliate of HSS shall be included in the term 

“licensed franchisee” during conversion and rebranding. 

(b) For purposes hereof, a default by Customer shall be deemed to occur if Customer shall fail to pay all or 

any portion of any amounts due and payable hereunder or shall breach any other material provision of this 

Agreement or the Schedules attached hereto and such breach shall continue uncured for a period of ten (10) 

days after receipt of written notice thereof from HSS. 

(c) Upon any termination of this Agreement, Customer shall immediately cease all use of the Proprietary 

Software and the Certified Third Party Software hereunder and shall promptly return all copies of such 

Software and any related documentation to HSS. In the event of a termination before the expiration of twelve 

(12) full calendar months, Customer shall pay HSS’s then current termination fee. Within five (5) business 

days following such termination, an officer of Customer shall certify in writing to HSS that all such copies of 

such Software and documentation have been returned to HSS. HSS shall have no obligation to provide any 

maintenance or other services to Customer following any termination of this Agreement. 

(d) In the event of a Customer default, as defined in Section 5(b), above, instead of immediately and 

completely terminating this Agreement pursuant to Section 5(a), above, HSS shall have the right to postpone 

complete termination for such period of time as HSS, in its sole discretion, may determine; and HSS and/or its 

affiliates and subsidiaries shall have the right during such period of time to exercise one or more of the 

following interim remedies (each an “Interim Remedy”): 

(i) Disable all or any part of the Software provided to Customer and/or suspend any one or more of 

the Software Maintenance, information technology, network and/or other services provided or 

supported under this Agreement, or any Schedule hereto. 

(ii) Charge Customer for the cost of any Authorized Equipment, Software, Software Maintenance, 

information technology, network and/or other services which were previously provided to Customer 

through this Agreement at no additional charge other than the fees Customer paid under this 

Agreement, or any Schedule hereto; charge Customer for all costs related to such suspending, 

disabling, and, if defaults are cured as required, re-enabling, together with the intervention or 

administration fees set forth in the Standards Manuals (as defined in Section 7); and charge Customer 

for any Authorized Equipment, Software, Software Maintenance, information technology, network 

and/or other services HSS and/or its affiliates and subsidiaries, in their sole discretion, determine to 

provide Customer after complete termination and/or the imposition of any Interim Remedy (each, an 

“Information Technology Recapture Charge”). An Information Technology Recapture Charge may, at 

HSS’s and/or its affiliate’s or subsidiary’s sole option, take the form of one or more specific dollar 

amounts and/or of a percentage increase to any of the fees which are based on a percentage of any 

of Customer’s revenues under this Agreement, or any Schedule hereto (a “Percentage Fee”). If an 

Information Technology Recapture Charge consists of one or more specific dollar amounts, then 

Customer must pay each such amount immediately upon demand or as may be otherwise specified. If 

an Information Technology Recapture Charge consists of an increase to a Percentage Fee, Customer 

must pay the increased Percentage Fee when and as provided for the underlying applicable fee in 

each such agreement. Customer understands and agrees that such increases may be levied in any 

Percentage Fee notwithstanding any other provision of any such agreement. 

(iii) Suspend and withhold performance of any one or more of its other obligations under this 

Agreement or any Schedule hereto. 

Customer shall not be entitled to any compensation, refund or reduction in charges by reason of the exercise 

of any Interim Remedy by HSS and/or its affiliates and subsidiaries. 

Customer acknowledges and agrees that postponement of complete termination and/or the exercise of any 

Interim Remedy shall not constitute or result in actual or constructive termination or abandonment of this 

Agreement, or any Schedule hereto, or a waiver or release of any right to terminate in accordance with Section 

5(a) above. Any one or more of the Interim Remedies may be exercised at any time and from time to time, in 

such order and for such periods as HSS and/or its affiliates and subsidiaries may determine. 

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If, after any Interim Remedy is imposed but before HSS exercises its reserved right to terminate this 

Agreement (as provided above), Customer completely cures to HSS’s satisfaction the subject default, then 

HSS may either elect to terminate this Agreement despite Customer’s untimely cure, or at HSS’s sole option, 

elect not to terminate this Agreement; if the latter, HSS will withdraw the Interim Remedy on a going-forward 

basis. 

(e) The remedies provided in this Section 5 are cumulative and in addition to all other rights and remedies 

available to HSS and/or its affiliates and subsidiaries by contract, at law or in equity, and no liability 

whatsoever shall accrue to any of them by reason of exercise of any such rights or remedies or the 

consequences thereof. 

6. Price Change, Delivery Expense, Taxes and Payment in U.S. Dollars. 

(a) All Authorized Equipment and Certified Third Party Software to be leased, licensed or sublicensed is 

contingent upon availability. At any time following the ninety (90) day period after the Issue Date, the price of 

any and all equipment, software and/or services provided for herein is subject to change by the manufacturer, 

the licensor or the ITP. 

(b) Unless specified otherwise herein, Customer hereby assumes the expense of delivery and in-transit 

insurance for the Authorized Equipment. 

(c) Unless otherwise provided in this Agreement, all fees, costs, charges and any other amounts payable 

by Customer to HSS or to any ITP under this Agreement shall be exclusive of any and all withholding, sales, 

use, property, excise, consumption, royalty, VAT and other similar country, federal, state, municipal or local 

taxes or duties, levies, fees and assessments of whatsoever nature (collectively, “Taxes”). Customer shall pay 

all Taxes resulting from this Agreement, including, but not limited to, the provision of Authorized Equipment, 

Software or services. If Customer is required by any applicable law to make any deduction or withholding on 

account of Taxes or otherwise from any payment payable to HSS or any ITP under this Agreement, Customer 

shall, together with such payment, pay such additional amount as will ensure that HSS or any ITP under this 

Agreement receives a net amount (free from any deduction or withholding in respect of such additional amount 

itself) free and clear of any such Taxes or other deductions or withholdings and equal to the full amount which 

HSS or any ITP under this Agreement would otherwise have received as if no such Taxes or other deductions 

or withholdings had been required. Where appropriate, HSS or any ITP under this Agreement may provide an 

invoice to Customer for Taxes, deductions or withholdings that were deducted or withheld from any payment 

made to HSS or any ITP under this Agreement, which invoice Customer must promptly pay. Promptly after 

payment of Taxes, Customer shall forward the following to HSS: (1) copies of official receipts or other 

evidence reasonably satisfactory to HSS showing the full amount of Taxes and/or any other deduction or 

withholding that has been paid to the relevant tax authority; and (2) a statement in English (in a form HSS 

requires) listing the full amount of Taxes and/or any other deduction or withholding that has been paid in local 

currency and U.S. Dollars. Such tax receipts and statements should be sent to: Withholding Tax Coordinator, 

Corporate Tax Department, Hilton Worldwide, Inc., 755 Crossover Lane, Memphis, TN 38117, U.S.A., or at 

such other address that HSS may designate to Customer. Where appropriate, Customer may provide HSS or 

any ITP under this Agreement with a copy of its tax residency certificate or tax exemption documentation or 

any other required documentation that permits a reduced withholding tax rate to apply for payments to HSS or 

any such ITP and Customer agrees to withhold tax at the applicable reduced withholding tax rate. 

(d) All Payments shall be made in United States dollars unless an alternative payment option is expressly 

approved in writing by HSS. 

7. Precedence. The terms and conditions of Customer’s use and license of the Proprietary Software from HSS 

shall be governed exclusively by this Agreement, notwithstanding the terms of any product order that may be 

submitted by Customer. In the event of any inconsistency between this Agreement and any product order or similar 

document submitted by or on behalf of Customer, or in the event of any additional terms contained in any such product 

order or similar document submitted by or on behalf of Customer, the terms of this Agreement shall control, and any 

additional or inconsistent terms contained in any such order or other document shall be deemed stricken from such 

order unless specifically and expressly agreed to in writing by an authorized officer of HSS. To the extent of any 

inconsistent terms and conditions between the Schedules attached hereto and these terms and conditions, the terms 

and conditions of the attached Schedules shall control. In the event of any conflict between the terms of this 

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Agreement and the terms of the Brand Agreements (including the Standards and/or Operating Manual(s) (the 

“Standards Manuals”), the terms of the Brand Agreements shall govern. 

8. Software. HSS shall provide Customer with copies of the Proprietary Software listed on Schedule A attached 

hereto and, in HSS’s sole discretion, the Certified Third Party Software, and Customer will be responsible for installing 

the Software on the Authorized Equipment unless such installation is provided under the terms of Schedule I (if 

applicable). Installation shall be deemed complete upon certification by HSS or its designee that the Software has 

been properly installed. Schedule A specifies the Proprietary Software. With respect to the Certified Third Party 

Software licensed or sublicensed hereunder, Customer’s rights shall be governed by any terms and conditions 

attached to or specified herein and governed by any such third party software vendor’s standard license agreement. 

ITPs providing Software hereunder are also direct, intended beneficiaries of the terms of this Agreement. Customer 

may be required to execute a separate license agreement directly with one or more of such third party software 

vendors. With respect to the use of Software known as the Microsoft software, Customer’s use shall also be governed 

by the Microsoft Participation Agreement attached hereto as Schedule F. With respect to the Software licensed or 

sublicensed hereunder to Customer, for which there is no standard or separate third party vendor software license 

agreement attached to or specified herein, the terms of the software license (the “Software License”) for Customer’s 

use shall be as follows: 

(a) The Software License shall be personal, non-exclusive and non-transferable. 

(b) The Software may be used by Customer solely on the Authorized Equipment at Customer’s hotel and 

solely for Customer’s own internal hotel operations at Customer’s hotel relating to the management of its hotel 

and/or resort and for its guest and ancillary services at Customer’s site listed on page 1 hereof. Except for a 

single program copy to be maintained by Customer solely for archival back-up purposes, Customer shall not 

reproduce the Software or any related documentation. Customer shall not reverse assemble, reverse compile 

or otherwise attempt to reverse engineer any of the Software. 

(c) Customer shall not permit any of the Software to be used on or accessed by any equipment other than the 

Authorized Equipment. 

(d) Recognizing the confidential and proprietary nature of the Software, Customer agrees to maintain such 

Software in confidence and not to disclose any of such Software or related documentation to any third party 

nor permit such Software and related documentation to be used or accessed by anyone other than Customer’s 

employees. Customer shall be provided machine-readable object code only and shall have no rights to 

receive source code. 

(e) No legal or equitable title to or ownership of any of the Software or any proprietary rights therein are 

transferred to Customer hereunder other than the limited Software License specified herein. 

(f) Unless otherwise specified in this Agreement, the initial term of the Software License granted to Customer 

with respect to any of the Software shall be three (3) years from the Effective Date of this Agreement. 

Thereafter, this Software License shall be automatically extended by HSS for additional three (3) year terms, 

unless HSS notifies Customer to the contrary. 

9. No Warranties/Limited Warranties. 

(a) NO ITP MAKES ANY WARRANTIES AS TO ANY OTHER ITP’S SOFTWARE OR EQUIPMENT OR TO 

ANY SERVICES PROVIDED BY ANY OTHER ITP. THE SOLE WARRANTIES PROVIDED TO CUSTOMER, 

IF ANY, WITH RESPECT TO ANY ITP’S SOFTWARE, EQUIPMENT OR SERVICES ARE PROVIDED BY 

THE APPLICABLE ITP PURSUANT TO A WRITTEN WARRANTY, IF ANY, PROVIDED TO CUSTOMER BY 

SUCH ITP. IN THE EVENT CUSTOMER NOTIFIES HSS OF ANY CONDITION WHICH CUSTOMER 

BELIEVES CONSTITUTES A BREACH OF ANY WARRANTY PROVIDED BY AN ITP, HSS SHALL, UPON 

CUSTOMER’S REQUEST, PROVIDE REASONABLE COOPERATION AND ASSISTANCE IN NOTIFYING 

SUCH ITP OF SUCH CONDITION AND IN URGING SUCH ITP TO CORRECT SUCH CONDITION. 

(b) PROVIDED THAT CUSTOMER NEITHER ATTACHES NOR USES THIRD PARTY EQUIPMENT 

AND/OR INTERFACES WITH THE AUTHORIZED EQUIPMENT WHICH HAVE NOT BEEN CERTIFIED BY 

HSS AS MEETING HSS’S SPECIFICATIONS NOR INSTALLS OTHER THIRD PARTY SOFTWARE OR 

NON-HSS PROPRIETARY SOFTWARE ON THE AUTHORIZED EQUIPMENT, HSS REPRESENTS AND 

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WARRANTS THAT THE PROPRIETARY SOFTWARE TO BE SUPPLIED TO CUSTOMER PURSUANT TO 

THE TERMS HEREOF WILL RUN ON THE AUTHORIZED EQUIPMENT. HSS’S OBLIGATIONS 

HEREUNDER SHALL NOT APPLY TO ANY ERRORS, DEFECTS OR PROBLEMS CAUSED IN WHOLE OR 

IN PART BY (i) ANY MODIFICATIONS OR ENHANCEMENTS MADE TO ANY OF THE SOFTWARE BY 

CUSTOMER OR ANY THIRD PERSON OR ENTITY OTHER THAN HSS; (ii) ANY SOFTWARE PROGRAM, 

EQUIPMENT, FIRMWARE, PERIPHERAL OR COMMUNICATION DEVICE USED IN CONNECTION WITH 

THE AUTHORIZED EQUIPMENT OR THE PROPRIETARY SOFTWARE WHICH WAS NOT APPROVED IN 

ADVANCE IN WRITING BY HSS; (iii) THE FAILURE OF CUSTOMER TO FOLLOW THE MOST CURRENT 

INSTRUCTIONS PROMULGATED BY ANY ITP FROM TIME TO TIME WITH RESPECT TO THE PROPER 

USE OF ITP’S EQUIPMENT OR SOFTWARE; (iv) ANY DEFECT OR FAILURE TO OPERATE IN 

ACCORDANCE WITH MANUFACTURER’S, DISTRIBUTOR’S OR PUBLISHER’S SPECIFICATIONS 

THEREFORE OF ANY ITP’S EQUIPMENT OR SOFTWARE; (v) THE FAILURE OF CUSTOMER TO 

SCHEDULE REGULAR PREVENTIVE MAINTENANCE IN ACCORDANCE WITH AN ITP’S STANDARD 

PROCEDURES; (vi) FORCES OR SUPPLIES EXTERNAL TO THE AUTHORIZED EQUIPMENT, INCLUDING 

WITHOUT LIMITATION POWER SURGES, LIGHTNING STRIKES, POWER FAILURES, OR AIR 

CONDITIONING OR HUMIDITY CONTROL FAILURES; (vii) THE NEGLIGENCE OF CUSTOMER OR ANY 

OTHER THIRD PERSON OR ENTITY. ANY CORRECTIONS PERFORMED BY HSS FOR ANY SUCH 

ERRORS, DIFFICULTIES, OR DEFECTS SHALL BE FIXED, IN HSS’S SOLE DISCRETION, AT HSS’S 

THEN CURRENT TIME AND MATERIAL CHARGES. HSS SHALL BE UNDER NO OBLIGATION, 

HOWEVER, TO FIX ANY SUCH CUSTOMER OR EXTERNALLY CAUSED ERRORS, DEFECTS OR 

PROBLEMS. 

(c) WITH RESPECT TO THE PROPRIETARY SOFTWARE PROVIDED PURSUANT TO THIS 

AGREEMENT, HSS WARRANTS THAT THE COPIES PROVIDED TO CUSTOMER HEREUNDER WILL, 

FOR A PERIOD OF NINETY (90) DAYS FOLLOWING INSTALLATION, SUBSTANTIALLY CONFORM TO 

THE DESCRIPTION ATTACHED HERETO AS SCHEDULE A. IF CUSTOMER REPORTS IN WRITING ANY 

CONDITION CONSTITUTING A BREACH OF THE WARRANTY PROVIDED PURSUANT TO THIS SECTION 

AND HSS IS ABLE TO REPLICATE SUCH CONDITION, HSS SHALL MAKE COMMERCIALLY 

REASONABLE EFFORTS TO CORRECT SUCH CONDITION. 

(d) EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION 9, EACH ITP DISCLAIMS ALL EXPRESS 

OR IMPLIED WARRANTIES WITH RESPECT TO THE SOFTWARE GOVERNED BY SECTION 8 OF THIS 

AGREEMENT, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE AND FITNESS 

FOR A PARTICULAR PURPOSE AND AGAINST INFRINGEMENT, AND WITHOUT LIMITING THE 

FOREGOING, NO ITP WARRANTS THAT ANY OF THE SOFTWARE PROVIDED BY ANY ITP 

HEREUNDER WILL BE ERROR FREE OR OPERATE WITHOUT INTERRUPTION. THE PROVISIONS OF 

THIS SECTION 9 STATE THE ENTIRE LIABILITY OF HSS AND THE SOLE AND EXCLUSIVE REMEDIES 

OF CUSTOMER FOR ANY BREACH OF ANY WARRANTY FOR THE SOFTWARE PROVIDED PURSUANT 

TO THIS AGREEMENT. 

10. Proprietary Rights Notices. Customer shall not remove or obscure any copyright, trademark or confidentiality 

notices or marks affixed to any of the Software provided pursuant to this Agreement. 

11. Infringement Claims. 

(a) No ITP shall be liable in connection with any claim of infringement if Customer has modified any of the 

Software provided pursuant to this Agreement, combined any such Software or related material with or into any other 

programs, data, devices, components or applications and such infringement would not have occurred without such 

modification or combination. Further, no ITP shall have any liability hereunder if such liability arose or was incurred in 

whole or in part because of any use, copying, distribution, modification or other exploitation of any of the Software 

beyond the scope permitted under this Agreement. 

(b) If Customer receives notice of a claimed copyright infringement or other intellectual property right 

infringement, Customer shall promptly submit a notification to the following Designated Agent (or any other individual 

hereinafter designated by HSS): 

Service Provider(s): Hilton Worldwide, Inc. 

Name of Agent Designated to Receive Notification of Claimed Infringement: Barbara L. Arnold 

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Full Address of Designated Agent to Which Notification Should be Sent: Hilton Worldwide, Inc., Legal 

Department, 755 Crossover Lane, Memphis, Tennessee 38117, U.S.A. 

Telephone Number of Designated Agent: (901) 374-5099 

Email Address of Designated Agent: Barbara.Arnold@Hilton.Com 

If Customer has not received a notice of an intellectual property right infringement but believes that Customer’s data or 

other files accessed, used, saved, stored or backed-up on the Information System infringes any intellectual property 

rights, Customer shall promptly notify the Designated Agent listed above. 

12. Additional Services. Any services provided by HSS to Customer at Customer’s request in addition to the 

services which HSS is obligated to perform pursuant to the express terms of Schedule A (the “Additional Services”) 

shall be billed to Customer by HSS at its standard rates then in effect or as otherwise agreed in writing by HSS and 

Customer and shall be due and payable by Customer within fifteen (15) days from the date of invoice. 

13. Limitations of Liability and Exclusions of Damages. 

(a) THE REMEDIES EXPRESSLY PROVIDED IN THIS AGREEMENT CONSTITUTE CUSTOMER’S SOLE 

AND EXCLUSIVE REMEDIES. IN NO EVENT SHALL ANY ITP BE LIABLE FOR ANY SPECIAL, 

INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION 

DAMAGES FOR LOSS OF USE, LOST PROFITS OR LOSS OF DATA OR INFORMATION OF ANY KIND, 

ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER OR NOT ADVISED OF THE 

POSSIBILITY OF SUCH LOSS OR DAMAGE. IN NO EVENT SHALL HSS’S LIABILITY TO CUSTOMER 

ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR 

OTHERWISE, EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO HSS UNDER THIS 

AGREEMENT DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE TIME THAT THE 

CAUSE OF ACTION GIVING RISE TO SUCH LIABILITY FIRST ACCRUES. 

14. Limitations on Actions. No action, regardless of form, arising out of the transactions under this Agreement, 

other than an action for nonpayment, or for billing errors may be brought by either party hereto more than one (1) year 

after the cause of action has occurred. 

15. Third Party Claims. Subject to applicable law, no ITP shall have any liability to third parties for any claims, 

losses or damages of any type whatsoever arising out of or in any way related to the use of the Authorized Equipment, 

the Software or any other products or services provided under this Agreement or the Schedules attached hereto. 

Customer shall be responsible for, and Customer agrees to indemnify, the ITPs and their parents, subsidiaries and 

affiliates and hold harmless from and with respect to, any loss or damage (including without limitation attorneys’ fees, 

costs and expenses) which arise out of Customer’s business operations, including Customer’s use of the Authorized 

Equipment or the Software and the services provided under the Agreement or the Schedules attached hereto in 

Customer’s business operations. 

16. Entire Agreement/Prior Agreements. This Agreement and the Schedules attached hereto constitute the entire 

understanding and agreement between Customer and HSS with respect to the transactions contemplated herein and, 

except for the Brand Agreements as noted in Section 7, supersede any and all prior or contemporaneous oral or 

written communications with respect to the subject matter hereof. No other agreements, covenants, representations or 

warranties, express or implied, oral or written, have been made by either party to the other with respect to the subject 

matter hereunder. There being no expectations to the contrary between the parties hereto, no usage of trade or other 

regular practice or method of dealing between the parties hereto shall be used to modify, interpret, supplement or alter 

in any manner any express terms of this Agreement or the Schedules attached hereto. Neither this Agreement nor the 

Schedules attached hereto shall be modified, amended or in any way altered except by an instrument in writing signed 

by an authorized representative of HSS and by an authorized representative of Customer. 

17. Cumulative Remedies. No remedy available to HSS hereunder or relating hereto shall be exclusive of any 

other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy 

hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No waiver of any provision of this 

Agreement or any Schedule attached hereto or any rights or obligations of either party hereunder shall be effective, 

except pursuant to a written instrument signed by the party or parties waiving compliance, and any such waiver shall 

be effective only in the specific instance and for the specific purpose stated in such writing. 

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18. Force Majeure. No ITP shall be responsible for delays or failures in performance hereunder resulting from any 

act of God, fire, flood, lightning strikes, tornadoes, earthquakes or other disasters, riots, civil commotion, acts of war, 

labor disputes, strikes, lockouts, epidemics, governmental regulations imposed after the fact, communication line and 

power failures, or any other occurrence beyond their reasonable control. 

19. Severability and Interpretation. If any provision hereof is found invalid or unenforceable pursuant to judicial 

decree or decision, the remainder of this Agreement shall remain valid and enforceable according to its terms. Without 

limiting the foregoing, it is expressly understood and agreed that each and every provision of this Agreement and the 

Schedules attached hereto which provide for a limitation of liability, disclaimer of warranties, or exclusion or limitation 

of damages or other remedies is intended by the parties to be severable and independent of any other provision and to 

be enforced as such. In addition, no provision of this Agreement shall be interpreted or construed against the party 

responsible for the drafting or preparation of this Agreement. Instead, such provision shall be interpreted or construed 

as if both the Customer and HSS jointly prepared this Agreement. Further, it is expressly understood and agreed that 

if any remedy hereunder is determined to have failed of its essential purpose, all limitations of liability and exclusions of 

damages or other remedies set forth herein shall remain in effect. 

20. No Joint Venture. Nothing contained herein shall be deemed or construed as creating a joint venture or 

partnership between HSS and Customer. Neither party is, by virtue of this Agreement, authorized as an agent or legal 

representative of the other. 

21. Assignment. This Agreement shall be binding upon and inure to the benefit of the parties’ respective 

successors and assigns permitted hereunder. Customer understands and acknowledges that HSS anticipates that it 

may arrange for one or more third parties to provide certain services, which HSS is obligated to provide to Customer 

hereunder. Customer further expressly agrees that HSS may assign or transfer this Agreement and/or any of its rights 

and duties hereunder to any parent, subsidiary or affiliated entity or any entity which acquires all or part of HSS’s 

operating assets, or into which HSS is merged or reorganized pursuant to any plan of merger or reorganization. 

Customer shall not have the right or power to assign or transfer this Agreement or any interest herein without HSS’s 

prior written consent, which consent may be withheld in the sole and absolute exercise of HSS’s discretion. 

22. Counterparts; Electronic Copies. This Agreement may be executed in one or more counterparts, each of 

which shall constitute one and the same instrument. Facsimile, portable document format (pdf) or other electronic 

copies of this Agreement, which include the electronic representation of original signatures thereon, are valid, binding 

and enforceable and shall have the same legal effect for all purposes as signed hard copy originals. 

23. Applicable Law, Consent to Jurisdiction, Equitable Relief, and Waiver of Jury Trial. This Agreement shall be 

governed by, and shall be construed, interpreted and enforced in accordance with the laws of the same jurisdiction or 

jurisdictions that are provided for in Customer’s Management Agreement, or, if none, Customer’s License Agreement 

or, if none, Customer’s affiliation agreement. 

The parties to this Agreement agree that any claim, suit, action or proceeding, brought by either party, arising 

out of or relating to this Agreement or the relationships created hereby, any breach of this Agreement, and any and all 

disputes between HSS and Customer, whether sounding in contract, tort or otherwise, shall be submitted for 

adjudication in the same jurisdiction or jurisdictions that are provided for in Customer’s Management Agreement or, if 

none, Customer’s License Agreement or, if none, Customer’s affiliation agreement. The parties expressly agree to be 

bound by such selection of jurisdiction and venue for purposes of such adjudication, waive any objections to 

jurisdiction and venue, and agree and consent to jurisdictional service of process as provided for in such agreements. 

The parties hereto acknowledge and agree that any party’s remedy at law for any breach or threatened breach 

of this Agreement which relates to requiring that the breaching party take any action or refrain from taking any action 

would be inadequate and such breach or threatened breach shall be per se deemed as causing irreparable harm to 

such party. Therefore, in the event of such breach or threatened breach, the parties hereto agree that in addition to 

any available remedy at law, including, but not limited to, monetary damages, an aggrieved party shall be entitled to 

obtain equitable relief in the form of specific enforcement, temporary restraining order, temporary or permanent 

injunction, or any other equitable remedy that may then be available to the aggrieved party. 

Should jurisdiction or venue be rejected by the courts specified in Customer’s Management Agreement, 

License Agreement or Customer’s affiliation agreement, or in the event Customer has not executed a Management 

Agreement, License Agreement or Affiliation Agreement, then any litigation arising out of or related to this Agreement 

or the relationships created hereby, any breach of this Agreement, and any and all disputes between HSS and 

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Customer, whether sounding in contract, tort, or otherwise, will instead be construed, interpreted and enforced in 

accordance with the laws of the State of New York and submitted to and resolved exclusively by the United States 

District Court for the Eastern District of Virginia in Alexandria, Virginia or in the courts of the Commonwealth of Virginia 

in Fairfax County, Virginia. Should venue be rejected by the United States District Court for the Eastern District of 

Virginia or by the courts of the Commonwealth of Virginia in Fairfax County, Virginia, then any litigation arising out of or 

related to this Agreement will instead be submitted to and resolved exclusively by a court of competent jurisdiction 

located in the City and State of New York. Customer waives, and agrees never to assert, move or otherwise claim that 

these substitute venues are for any reason improper, inconvenient, prejudicial or otherwise inappropriate (including 

asserting any claim under the judicial doctrine of forum non conveniens). 

TO THE EXTENT EITHER PARTY INITIATES LITIGATION INVOLVING THIS AGREEMENT OR ANY ASPECT OF 

THE RELATIONSHIP BETWEEN THEM (EVEN IF OTHER PARTIES OR OTHER CLAIMS ARE INCLUDED IN SUCH 

LITIGATION), ALL THE PARTIES WAIVE THEIR RIGHT TO A TRIAL BY JURY AS MAY BE PROVIDED IN 

CUSTOMER’S MANAGEMENT AGREEMENT, LICENSE AGREEMENT OR IF NONE, CUSTOMER’S AFFILIATION 

AGREEMENT. THIS WAIVER WILL APPLY TO ALL CAUSES OF ACTION THAT ARE OR MIGHT BE INCLUDED IN 

SUCH ACTION, INCLUDING CLAIMS RELATED TO THE ENFORCEMENT OR INTERPRETATION OF THIS 

AGREEMENT, ALLEGATIONS OF STATUTORY VIOLATIONS, FRAUD, MISREPRESENTATION, OR SIMILAR 

CAUSES OF ACTION, AND IN CONNECTION WITH ANY LEGAL ACTION INITIATED FOR THE RECOVERY OF 

DAMAGES BETWEEN OR AMONG HSS AND CUSTOMER OR BETWEEN OR AMONG ANY OF THEIR OWNERS, 

AFFILIATES, OFFICERS, EMPLOYEES OR AGENTS. 

24. Attorneys’ Fees. In the event of any suit, action or proceeding arising out of or relating to this Agreement or 

the transactions contemplated hereby, the prevailing party thereunder shall be entitled to recover reasonable 

attorneys’ and paralegals’ fees (for negotiations, trials, appeals and collection efforts) and court costs incurred in 

connection therewith in addition to any other relief to which such party may be entitled. The prevailing party shall be 

the party that prevails on its claim whether or not an award or judgment is entered in its favor. 

25. No Reproduction. Customer acknowledges that the Proprietary Software comprising the Information System 

is subject to certain intellectual property rights owned or held by HSS and/or its affiliates or subsidiaries and that the 

information contained therein is proprietary to HSS and/or its affiliates or subsidiaries. Customer agrees not to 

reproduce, nor duplicate, nor reuse, in whole or in part any of the Software, documentation or materials provided 

hereunder in any manner (whether directly, or in creating a new use or otherwise) without the prior written consent of 

HSS. This prohibition against reproduction also applies to the duplication and/or transmission of any related materials 

supplied by HSS. 

26. Confidentiality. 

(a) Customer shall maintain the confidential nature of the information contained in the materials, which are 

provided for its use at Customer’s Site (the “Site”) also referred to herein as Customer’s Hotel (the “Hotel”) 

under this Agreement and the Schedules attached hereto. Customer agrees not to provide or otherwise make 

available the Software or documentation comprising the Information System to any person or entity other than 

Customer’s employees at the Site without prior written consent of HSS. Customer further agrees to take all 

reasonable steps and precautions necessary to protect the Information System or any of the software or 

information contained therein from unauthorized use or disclosure by its agents, employees, or other third 

parties. 

(b) Customer hereby represents and warrants that it will not share with nor enter into any agreement or 

understanding with any competitors, including any other HWI brand hotel (other than any such hotel owned by 

the same owner), to share or exchange information concerning prices, bids, or terms or conditions of sale. 

(c) Customer further agrees that it shall maintain the confidential nature of the information contained in the 

Software and related materials which are provided for its use under this Agreement, together with all of the 

information HSS and/or its affiliates and subsidiaries may obtain from Customer or about Customer or about 

the Customer’s hotel site or its guests under this Agreement, or under any agreement ancillary to this 

Agreement, or otherwise related to this Agreement and agrees that such information is HSS’s and/or its 

affiliates’ and subsidiaries’ proprietary and confidential information. All revenues related thereto will be HSS’s 

and/or its affiliates’ and subsidiaries’ property. 

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(d) All information HSS and/or its affiliates and subsidiaries obtain from Customer or about the hotel site or its 

guests or prospective guests is HSS’s and/or its affiliates’ and subsidiaries’ proprietary and confidential 

information which HSS and/or its affiliates and subsidiaries may use for any reason including making a 

financial performance representation. Customer may use information that it acquires from third parties in 

operating the hotel site, such as Personal Information, at any time during or after the term of this Agreement to 

the extent lawful and at Customer's sole risk and responsibility, but only in connection with operating the hotel 

site. 

(e) Customer will: (i) comply with all applicable Privacy Laws; (ii) comply with all Standards that relate to 

Privacy Laws and the privacy and security of Personal Information; (iii) refrain from any action or inaction that 

could cause HWI, HSS and/or their affiliates or subsidiaries to breach any Privacy Laws; (iv) do and execute, 

or arrange to be done and executed, each act, document and thing HWI, HSS and/or their affiliates or 

subsidiaries deem necessary in their business judgment to keep HWI, HSS and/or their affiliates or 

subsidiaries in compliance with the Privacy Laws; and (v) immediately report to HWI the theft or loss of 

Personal Information (other than the Personal Information of Customer's own officers, directors, shareholders, 

employees or service providers). 

(f) For purposes of this Section 26, the capitalized terms used above will have the following meanings. 

“Personal Information” means any information that (i) can be used (alone or when used in combination with 

other information within Customer’s control) to identify, locate or contact an individual, or (ii) pertains in any 

way to an identified or identifiable individual. By way of illustration, and not of limitation, Personal Information 

consists of obvious data elements, such as name, address and email address as well as less obvious 

information such as credit card number, personal preferences, hotel stay-related information and guest 

account information. Personal Information can be in any media or format, including computerized or electronic 

records as well as paper-based files. As an example, Personal Information may pertain to guests and other 

consumers, employees and other workers, business partners’ employees, or visitors. “Privacy Laws” means 

any international, national, federal, provincial, state, or local law, code or regulation that regulates the 

Processing of Personal Information in any way, including national data protection laws (whether or not derived 

from the EU Data Protection Directive 95/46/EC and the Privacy and Electronic Communications Directive 

2002/58/EC), laws regulating marketing communications and/or electronic communications, information 

security regulations and security breach notification rules. For purposes of this Agreement, “Privacy Laws” 

includes required industry codes, such as the Payment Card Industry Data Security Standard (PCI DSS). 

“Processing” means to perform any operation or set of operations upon Personal Information, whether or not 

by automatic means, such as to collect, receive, record, install, download, organize, store, retain, adapt, alter, 

align, copy, combine, retrieve, access, print, read, open, consult, use, make available, convey, distribute, 

disclose, transmit, share, block, dispose of, erase or destroy, such Personal Information. “Standards” means 

all standards, specifications, requirements, criteria, and policies that have been and are in the future 

developed and compiled by HWI, Hilton Worldwide Limited, Hilton Hotels, Inc., Hilton International Co., Hilton 

Franchise LLC, Hilton International Franchise LLC and/or their affiliates or subsidiaries for use in connection 

with the design, construction, renovation, refurbishment, appearance, equipping, furnishing, supplying, 

opening, operating, maintaining, marketing, services, service levels, quality, and quality assurance of HWI 

brand hotels, including the hotel site. 

27. Surviving Obligations. All representations, promises, warranties, and accrued obligations of HSS and 

Customer shall survive the termination of this Agreement. In the event that Customer makes improper use of the 

rights granted herein, the parties agree that HSS and/or its affiliates and subsidiaries would suffer irreparable damage, 

and HSS shall have the right to obtain an injunction to prevent such misuses and to protect its rights in the Information 

System, including, but not limited to, the Software and the documentation or information contained therein. Such right 

to injunctive relief shall be cumulative and in addition to any other right or remedy at law to which HSS may be entitled. 

In the event HSS shall employ legal counsel to enforce its rights hereunder, HSS shall be entitled, in addition to any 

other damages, to recover reasonable attorneys’ fees and costs. 

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Software Item: 

Proprietary Software 

SCHEDULE A 

INFORMATION SYSTEM SOFTWARE LICENSED / SERVICES PROVIDED 

OnQ ® Version 5 

OnQ ® Version 6 

OnQ Interface Software: 

Call Accounting 

PBX 

Voice Messaging 

Point Of Sale 

Movie Only Billing 

TV Services (Express Checkout, Movies, etc.) 

Mini-Bar Posting 

Credit Card Authorization & Settlement 

High Speed Internet 

Combined HSIA & PayTV 

PPIC 

Electronic Key 

Energy Management 

Police 

Back Office 

Guest Call Centre 

Parking 

_________ 

_________ 

%Sys21InterfaceSW% 

%CallAccounting% 

%PBX% 

%VoiceMail% 

%POS% 

%MovieSystem% 

%VideoCheckOut% 

%MiniBarPosting% 

%CreditCard% 

%INetCallAccounting% 

NEW CODE 

%PPIC% 

%ElectronicKey% 

%EnergyMgmt% 

%Police% 

%BackOffice% 

%GuestCall Centre% 

%Parking% 

“X” – Denotes requested interfaces 

Certified Third Party Software 

Third Party Software Item LICENSE Quantity 

Windows Server Standard Enterprise NEW CODE 

Windows SQL Server Standard Enterprise NEW CODE 

Windows Server Enterprise version Enterprise NEW CODE 

Symantec Backup Exec 

with CPS for Windows Servers + Back Up 12 months 

Symantec Backup Exec 

Oracle Agent + Back Up 12 months 

License 

License 

NEW CODE 

NEW CODE 

Windows Device CAL Enterprise NEW CODE 

Terminal Server CAL Enterprise NEW CODE 

Windows SQL Cal Enterprise NEW CODE 

Symantec Ghost & 24 month support License NEW CODE 

Windows Sophos Antivirus (including Webroot) License NEW CODE 

MS Exchange CAL Enterprise NEW CODE 

MS Office Professional Plus Select NEW CODE 

MS Office Standard Select NEW CODE 

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June 2012 Brazil

Documentation Item: 

Implementation 

Site Survey Recap 

OnQ ® Implementation project plan 

OnQ ® Proposal 

OnQ ® Implementation Guide 

OnQ ® Best Practices Manual 

Training Materials 

Proprietary Software e-Learning 

Training Item: 

As described below, Customer’s personnel must demonstrate an acceptable level of proficiency in the use of 

the Proprietary Software before Customer will be permitted to implement the Information System. These are 

summaries of some current requirements; however, more exact requirements may be set forth in the applicable Brand 

and/or Standards Manual(s) and subject to change from time to time as set forth in the License Agreement and such 

Manuals. 

Hotel Employee Training 

The Information System currently contains a complete set of e-Learning modules, which each employee of the 

Hotel will use to become proficient in the Proprietary Software’s functionality. The management of the Hotel is 

responsible for ensuring that all employees who have responsibilities related to the use of Proprietary Software 

(including, but not limited to, front desk and reservations) will be certified in the appropriate e-Learning modules prior to 

the implementation of the Information System, or within ten (10) days of employment, as the case may be. 

Proficiency to be Demonstrated 

Customer’s General Manager or General Manager designee (as agreed to with the installation project 

manager) shall be certified in the Proprietary Software’s operations procedures, or a new General Manager shall 

become certified within sixty (60) days of assuming the general manager’s position, as the case may be. All Hotel staff 

must successfully complete certification training as a prerequisite to receiving permission from HSS’s installation team 

to complete the implementation of the Information System. A minimum passing score for the General Manager or 

General Manager designee (or as otherwise agreed to by the installation project manager) is eighty percent (80%) with 

eighty percent (80%) for the combined average of the management team and eighty percent (80%) for the combined 

average of the team members who are principal users of the Proprietary Software. 

Installation Services Item: 

HSS May Use Third Party Designee to Provide Services Hereunder 

From time to time during the term of the Agreement, HSS may elect to enter into a business relationship with 

one or more third party vendors to provide some or all of the goods and services to be delivered to Customer under the 

provisions of the Agreement. Such services may include, but not be limited to, the procurement and configuration of 

Authorized Equipment and Certified Third Party Software, the installation of same at the Hotel, and the maintenance of 

the Authorized Equipment and Certified Third Party Software at the Hotel on an ongoing basis following installation. 

Customer agrees to pay invoices rendered by the third party vendors in accordance with the terms thereof as if they 

were rendered directly by HSS, and if Customer fails to do so, it shall be considered a default hereunder. 

Implementation: 

As set forth in this Schedule A below, HSS (or its designee) may provide certain services for Customer’s 

Authorized Equipment and related Certified Third Party Software. These are summaries of some current 

requirements; however, more exact requirements may be set forth in the applicable Brand and/or Standards Manual(s) 

and are subject to change by HSS, HWI or their affiliate or subsidiary from time to time as set forth in the License 

Agreement and such Manuals. 

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HSS will provide Systems Implementation consultants to perform certain on-site services (the “On-Site Services”). The 

number of consultants is to be determined by HSS based upon the size and type of the Hotel. The number of 

consultants on-site at the Hotel and the person-days on-site for these consultants are listed on Schedule B under the 

Cost of Implementation and Training. The number of days will be determined by HSS in its sole discretion. These 

consultants will: 

(i) work with the Hotel’s management to build the Hotel’s database, including the verification of the proper functioning 

of the Software; 

(ii) provide procedural support for the property management system to the Hotel’s management; 

(iii) work with the Hotel’s management to adapt their use of the Proprietary Software to meet the Hotel’s requirements; 

(iv) support the Hotel’s staff with the Proprietary Software through the Hotel’s management; 

(v) work with the Hotel’s management to assure that the Hotel has all necessary tools for the implementation of the 

Information System (i.e., Authorized Equipment, Certified Third Party Software, documentation, etc.); 

(vi) approve the installation of equipment to meet the requirements of the Hotel and HSS; 

(vii) work with third party vendors to meet the technical criteria for interface communications; i.e., central reservations, 

call accounting, energy management, pay movies, high speed internet access, etc.; 

(viii) administer a trial run of the Proprietary Software to verify that the front desk staff and audit staff have been trained 

properly (see minimum passing score noted above); 

(ix) verify that all front desk staff and Hotel’s management have successfully completed the Proprietary Software e- 

Learning & implementation training; 

(x) identify and address operational problems that involve the Information System; and 

(xi) formulate and present recommendations that maximize efficient use of the Information System. 

Installation 

Regardless of whether Customer purchases the Authorized Equipment from a Preferred Retailer or from an 

Equipment Retailer of its choice, or leases Authorized Equipment from a Preferred Lessor, HSS (or its designee as the 

case may be) will coordinate Customer’s installation or certify the installation and configuration of such Authorized 

Equipment at the Hotel. 

(i) Customer will obtain and maintain throughout the term hereof, at Customer’s cost, the necessary communication 

vehicles, together with such other equipment as is reasonably necessary for the operation of the Authorized 

Equipment including without limitation, network access including wide area network connections to the Central 

Reservation System and Internet via MPLS or VPN networks. Customer shall maintain for the term of this Agreement, 

at Customer’s cost, all necessary communication links, including a modem and dial-up telephone line and a facsimile 

machine or other electronic communications capability mutually acceptable to Customer and HSS. 

(ii) Customer shall make available, at its own expense, prior to the agreed upon installation date a location that, in 

HSS’s opinion, is suitable for installation of such Authorized Equipment and follows the minimum standard 

recommendations. Customer shall furnish any electrical connections and dedicated phone lines which may be 

required by HSS and shall perform and pay for all work, including alterations, which in the sole discretion of HSS is 

necessary to prepare the Hotel for the installation and proper operation of the Authorized Equipment. 

(iii) Any delay in shipment and installation of such Authorized Equipment or Certified Third Party Software, including 

delays by communications vendors, Equipment Retailers, Preferred Retailers, Preferred Lessors, Preferred Services 

Providers or any other retailers or lessors, will, for the duration of such delay, excuse any failure of HSS to perform 

services for Customer. 

(iv) Authorized Equipment shall be installed at the Hotel on a date mutually agreed to by HSS and Customer following 

HSS’s (or its designee’s) determination that it conforms to HSS’s specifications and can be configured with the 

Software. 

Software Installation 

Unless Software is installed under Schedule I (if applicable), Customer will install the Software on the 

Authorized Equipment and any related hardware at such time as HSS designates in writing to Customer. The 

Software may be installed in phases such that one or more Software Modules may be installed and/or be operational 

prior to other Software Modules. The Software Modules to be installed shall be as set out above. Customer shall be 

responsible for all fees and costs incurred in the installation of Software and any related Software. 

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Cost of On-Site Services/Travel Expenses 

The cost of all On-Site Services (including the cost of the Systems Implementation Consultants) are shown on 

Schedule B. Schedule B will indicate whether Travel costs for On-Site Services are included in the cost of On-Site 

Services or will be billed separately by HSS or Preferred Services Provider. 

In addition, Customer shall reimburse HSS for any other travel expenses incurred by HSS (or its designee), including 

without limitation, those shown on Schedule B. 

3 rd Party Interface Testing and Connectivity 

If Customer requires the implementation of any OnQ ® Interface software for connectivity to 3 rd party systems, 

Customer shall be responsible for any fees assessed by the 3 rd party vendors to test and implement the necessary 

connectivity. In addition, Customer will be required to make arrangements with any such 3 rd party vendor to provide 

the necessary assistance required to test and to implement the interface connectivity. This assistance requires the 

vendor to be on-site at the time of testing and implementation, unless the 3 rd party vendor can perform all necessary 

tasks (as defined by HSS) through a remote connection to the Customer’s 3 rd party system. The cost incurred by any 

3 rd party vendors for testing and implementing connectivity to 3 rd party systems will be billed to Customer by HSS for 

the license of each copy of the Proprietary Software and the Certified Third Party Software licensed to Customer by 

HSS. 

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June 2012 Brazil

SCHEDULE B 

SYSTEM COST AND PAYMENT TERMS 

1. Cost of the Software License Fees 

Unless provided under the terms of Schedule I (if applicable), Customer shall pay HSS, Preferred Retailer, Preferred 

Services Provider or another retailer approved by HSS, a fee for the license of each copy of the Proprietary Software 

and the Certified Third Party Software licensed to Customer by third parties and installed on the Authorized Equipment 

described on Schedule D at the Hotel (the “License Fee”). The License Fee may be prorated to reflect the installation 

of some, but not all, of the Proprietary Software Modules; however, Customer agrees to pay for the License Fee 

according to the Summary of Fees and Costs set forth below. 

If additional Hotel guest rooms (or suites) are added or constructed by Customer for Customer's Hotel at any time after 

the Effective Date of the Agreement, Customer will pay the cost of additional License Fees based upon the increase in 

such rooms. Currently, the additional License Fee cost per additional room is $ 120.00. 

Unless provided under the terms of Schedule I (if applicable), the full cost of the proprietary licenses will be billed to 

the Customer by HSS, an affiliate of HSS or approved services provider following Customer’s conversion to HSS’s 

Information System (the “Go Live Date”). 

Unless provided under the terms of Schedule I (if applicable), the full cost of certain software obtained under 

Enterprise Agreements will be billed separately by HSS, an affiliate of HSS, or an approved services provider following 

receipt of an order from Customer or Customer’s Hotel. 

Unless provided under the terms of Schedule I (if applicable), the cost of certain Certified Third Party Software will be 

billed directly by a Preferred Retailer, an Equipment Retailer, or another retailer. 

2. Cost of Implementation and Training 

The cost of the Implementation, Training services (including the cost of the Systems Implementation Specialists) and 

Manuals is shown in the Summary of Fees and Costs set forth below. This cost will be billed to Customer by HSS or 

the Preferred Services Provider at the same time as it renders its invoice to Customer for the Proprietary Software. 

Additional costs for training replacement General Managers or other hotel personnel will be billed to Customer prior to 

such training dates at the then current rate charged by HSS for such training. There is currently no additional charge 

for the e-Learning training modules which are included within the Software. 

HSS requires that its representatives be on-site for the Hotel’s implementation of the Information System. Once HSS’s 

representatives are on-site, any delays in the Hotel’s implementation will result in additional expense to Customer. If 

HSS’s representatives stay at the Hotel beyond the number of person-days to be provided as set forth above, whether 

on account of a delayed opening caused by Hotel or at Customer’s request, Customer will be required to pay HSS (or 

its designee) currently $850.00 per representative per day for each such additional day, plus such representatives’ 

additional travel expenses. If a delay in implementation of the Information System caused solely by the Hotel 

necessitates the departure and re-scheduling of HSS’s representatives, in addition to the fee set forth above, 

Customer will be required to pay a re-scheduling fee, currently $ 5,000.00 plus such representatives’ additional travel 

expenses. The re-scheduled date will be determined based on the needs of the Hotel as well as the availability of 

HSS’s representatives. 

3. Travel Expenses/Accommodations / Per Diem / Rescheduling and Out of Pocket Expenses 

Customer shall pay for or promptly reimburse any out-of-pocket travel expenses actually incurred by HSS or any 

vendor hereunder (or their designees), including without limitation: 

round-trip airfare (due to frequent scheduling changes HSS is often unable to book airline tickets more than 

one week in advance of travel); 

single room accommodations (if the Hotel cannot provide accommodations, comparable accommodations will 

be utilized); 

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meals; 

ground transportation (all ground transportation required to get to and from the Hotel as well as transportation 

used during HSS’s representatives’ stay at the Hotel); 

tips; 

taxes; and 

miscellaneous expenses 

Promptly following HSS’s providing of the services described in this schedule (including, but not limited to, 

services caused by implementation delays or requested incremental days on-site), where not previously paid 

for or reimbursed by Hotel, an invoice will be submitted to Customer for HSS’s representatives’ out-of-pocket 

expenses, any additional per diem charges for its representatives, any re-scheduling fee, and any additional 

travel expenses as described herein, which invoice shall be payable within fifteen days of Customer’s receipt 

of same. 

Notes: 

If Customer attaches or uses third party equipment and/or interfaces with the Authorized Equipment which have not 

been certified or approved by HSS as meeting HSS’s specifications or installs other third party non-HSS proprietary 

software which has not been certified or approved by HSS as meeting HSS’s specifications on the equipment, the 

Information System may need to be reconfigured and the entire cost of the reconfiguration shall be borne by 

Customer. 

All fees indicated are exclusive of applicable taxes (see Agreement section entitled “Taxes”). Unless otherwise 

specified by HSS in writing, Customer shall make all payments in United States dollars to HSS or any other party 

designated by HSS in its sole discretion. 

Customer shall pay according to the terms of any invoice(s) submitted to Customer therefore, including any provision 

for late charges, the fee for the installation of any telephone line(s) or wide area network connection(s) necessary for 

connection of the Authorized Equipment. 

Customer shall purchase and replace, from any source, paper, ribbons, printer maintenance kits, toner and such other 

operating supplies as shall be required for the operation of the Authorized Equipment, but Customer shall utilize only 

such brands as are approved by HSS or the Authorized Equipment manufacturer. 

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June 2012 Brazil

Summary of Fees and Costs 

1. Cost of Software License Fees: 

1.1 Proprietary OnQ Software License $ OnQSoftwareFee 

1.2 Proprietary OnQ Interface Software Licenses $ OnQInterfaceFee 

1.3 Cost of Software License Fees (Certified Software) listed 

in Schedule A 

$ OnQOSandDBFee 

Sub Total Software License, S/w distribution & CAL $ LicenseFeeTotal 

2. Cost of Implementation and Training services: 

2.1 Project Management Fee $ Depl_PM 

2.2 On-Site Implementation Fee $ Depl_Impl 

2.3a Technical Services Fee – Site Survey $ TS_SiteSurvey 

2.3b Technical Services Fee – Configuration and Training Room Set Up $ TS_ServerBuild 

2.4 Business Process / Change Management Fee $ TS_BPCM 

Sub Total Implementation & Training (excluding Travel) 

Total OnQ One Time Installation License and Deployment Fees 

$ Depl_FeeTotal 

SUM $(LicenseFeeTotal + 

Depl_FeeTotal) 

NOTES 

1. Travel costs for the above services will be invoiced separately by HSS or an affiliate of HSS or the 

Preferred Services Provider at cost 

2. Certified Software licenses (1.3) may be invoiced separately by HSS or an affiliate of HSS following 

receipt of an order from Customer or Customer’s Hotel 

3. Pricing Excludes Taxes & Shipping which are Customer’s responsibility and may represent 

payments to one or more vendors 

4. Hotel accommodations and full board is to be provided to the on-site teams free of charge to 

minimize billing administration. All hotel accommodations and full board are to be covered (or are 

payable) by the hotel. 

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June 2012 Brazil

SCHEDULE C 

SOFTWARE MAINTENANCE / COST AND PAYMENT TERMS 

1. General. HSS may provide Customer with maintenance and support for the Proprietary Software set forth on 

Schedule A for the term of this Agreement commencing upon execution hereof. 

2. Use of Certified Third Party Software Only. Customer understands that the use of any software other than that 

provided by HSS pursuant to this Agreement and as described on Schedule A, unless such additional third party 

software has been approved in writing by the HSS Information Technology Department (collectively, “Certified 

Software”), is not warranted for use on the Authorized Equipment, as described on schedule D. In the event Customer 

uses or installs any third party software other than Certified Software on the Authorized Equipment or uses equipment 

that is not Authorized Equipment, HSS shall have no further obligations to provide any software maintenance services 

to Customer hereunder. 

3. Software Maintenance. 

(a) Customer acknowledges and understands that HSS is unable to modify the Certified Third Party Software. 

With respect to the Certified Third Party Software, HSS does not provide support. In the event Customer 

notifies HSS of any condition which Customer believes constitutes a breach of any warranty provided by a 

third party vendor or a defect in Certified Third Party Software provided hereunder, HSS shall, upon 

Customer’s request, provide reasonable cooperation and assistance in notifying such third party vendor of 

such condition and in urging such third party vendor to correct such condition. 

(b) With respect to the Proprietary Software, provided Customer has paid all software maintenance and other 

fees and satisfied all other obligations under this Agreement and under Customer’s License Agreement, HSS 

shall supply Customer with any standard enhancements, improvements, updates, and/or modifications to the 

Proprietary Software generally made available by HSS as options or new releases to its Customers which are 

not charged for separately by HSS as options or new releases. Such enhancements, improvements, updates, 

additions, and/or modifications which are supplied by HSS to Customer, and all proprietary rights therein, 

including without limitation copyrights, patents and trade secret rights, shall be HSS’s sole and exclusive 

property and shall be deemed part of the Proprietary Software hereunder and shall be subject to all of the 

terms and conditions of the Agreement. Customer acknowledges and agrees that it may be required to 

purchase some enhancements, improvements, updates, and/or modifications to the Proprietary Software, 

which are charged for separately by HSS, as well as additional hardware and/or software in order to utilize 

certain major upgrades or enhancements. 

4. Cooperation. Customer shall provide HSS with all information, data and other required materials necessary 

for HSS to reproduce any problem identified by Customer. Customer shall maintain for the term of this Agreement a 

modem and dial-up telephone line and a facsimile machine or other electronic communication capability mutually 

acceptable to both parties to facilitate HSS’s ability to perform its maintenance services remotely. 

5. Expenses. If service personnel incur travel, lodging, meal, or any other out of pocket expenses in furnishing 

the maintenance services hereunder, Customer shall pay for or promptly reimburse HSS for same, subject to 

reasonable documentation of such expenses. Customer shall also pay for all telephone toll charges incurred in 

providing maintenance and support hereunder. 

6. Exclusions. HSS’s obligations hereunder shall not apply to any errors, defects or problems caused in whole or 

in part by (i) any modifications or enhancements made to any Software by Customer or any third person or entity other 

than HSS; (ii) any software program, hardware, firmware, peripheral or communication device used in connection with 

the Authorized Equipment or Software which was not approved in advance in writing by HSS; (iii) the failure of 

Customer to follow the most current instructions promulgated by HSS or any third party vendor from time to time with 

respect to the proper use of the Authorized Equipment and the Software; (iv) the failure of Customer to schedule 

regular preventive maintenance in accordance with standard HSS procedures; (v) forces or supplies external to the 

Authorized Equipment, including without limitation power surges, lightning strikes, power failures, or air conditioning or 

humidity control failures; (vi) the negligence of Customer or any other third person or entity. Any corrections performed 

by HSS for any such errors, difficulties, or defects shall be fixed, in HSS’s sole discretion, at HSS’s then current time 

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June 2012 Brazil

and material charges. HSS shall be under no obligation, however, to fix any such Customer or externally caused 

errors, defects or problems. 

7. Proprietary Rights. Any changes, improvements, additions, and/or modifications to any of the Proprietary 

Software which are supplied by HSS to Customer, and all proprietary rights therein, including without limitation 

copyrights, patents and trade secret rights, shall be HSS’s sole and exclusive property, and all such software shall be 

subject to the terms and conditions of the Agreement. 

8. Hotline. HSS will provide, in accordance with its customary business practices and procedures, telephone 

customer service support as reflected in this Schedule, for the purposes of receiving reports from Customer regarding 

software malfunctions subject to maintenance hereunder. HSS may attempt, to the extent practical, to resolve any 

reported problems by telephone or by accessing Customer’s equipment remotely. 

9. On-Site Services. In the event HSS is unable to resolve any reported problem by telephone or modem, HSS 

will dispatch service personnel to Customer’s site for the purpose of providing maintenance services hereunder at 

HSS’s standard rates and charges. 

10. Customer Responsibilities. Customer shall maintain on its staff at all times sufficient personnel that have been 

trained in and are knowledgeable about the operation of the Software and the Authorized Equipment and are able to 

operate the Information System in a professional, efficient and competent manner. Customer is responsible for 

maintaining duplicate or back-up copies of its software, data files and documentation. HSS shall have no liability for 

any damages resulting from Customer’s failure to maintain such copies nor for any costs or expenses of reconstructing 

any data or information that may be destroyed, impaired or lost. HSS has no obligation to maintain or repair any 

software other than the Proprietary Software, nor to repair or replace any expendable or consumable components 

such as ribbons, paper, toner cartridges, print wheels, drums, batteries, or diskettes. 

11. Cost and Payment Terms. Unless Software Maintenance is provided under Schedule I (if applicable), the 

Annual Cost of Software Maintenance shall be $ %IntlAnnualSWMaint%, payable in monthly installments of 

$ %IntlMonthlySWMaint%. The monthly payment amount will be due in advance and will be billed by HSS or its 

designee. Interest at the then current highest rate allowed by applicable law will be charged for any payments made 

by Customer after the payment due date (thirty (30) days after billing). 

Unless provided under the terms of Schedule I (if applicable), Customer will also be billed separately for certain 

services related to HSS's Help Desk ("Help Desk services"). The annual cost of Help Desk services for Customer's 

hotel is $ n/a, payable in monthly installments of $ n/a per month. 

HSS reserves the right to increase or decrease the Software Maintenance cost and/or the cost of Help Desk services 

on an annual basis to reflect increases or decreases in such cost internally and from the Preferred Service Providers of 

such services and to reflect the addition or construction of additional guest rooms (or suites) by Customer for 

Customer's Hotel. 

Even where Software Maintenance, support services or help desk services are provided under the terms of Schedule I 

(if applicable), any travel expenses, per diem fees and related costs for any such services that are provided on-site will 

be the responsibility of Customer and will be billed to Customer separately. 

{000011-999987 00194492.DOC; 1} 

June 2012 Brazil

SCHEDULE D 

AUTHORIZED EQUIPMENT DESCRIPTION / PURCHASE TERMS AND CONDITIONS 

The term “Authorized Equipment” includes (i) the equipment needed (including its specifications and quantity), 

as determined from time to time solely by HSS, for the network operation of the Proprietary Software (the “Network 

Authorized Equipment”) and (ii) any additional equipment authorized by HSS, over and above the Network Authorized 

Equipment (the “Standard Plus Equipment”). 

Authorized Equipment Purchased by Customer 

Customer may purchase the Authorized Equipment from the Equipment Retailer of Customer’s choice; 

however, such Authorized Equipment must conform to HSS’s specifications. 

Authorized Equipment As Personal Property 

The Authorized Equipment will be at all times, personal property which shall not, by reason of connection to 

the Hotel, become a fixture or appurtenance to the Hotel. 

{000011-999987 00194492.DOC; 1} 

June 2012 Brazil

{000011-999987 00194492.DOC; 1} 

June 2012 Brazil 

SCHEDULE E 

EQUIPMENT MAINTENANCE / COST AND PAYMENT TERMS 

1. Maintenance for the Maintained Equipment. Customer must take all steps necessary to provide all necessary 

maintenance services for the Authorized Equipment and any and all of the other equipment that HSS has approved for 

installation on Customer’s OnQ ® network from time to time so that it will receive such maintenance services throughout 

the term of this Agreement. Authorized Equipment and any such other approved equipment shall be collectively 

referred to herein as “Maintained Equipment”. Unless Equipment Maintenance is provided under the terms of 

Schedule I (if applicable), Customer has elected to enter into a separate agreement with a PSP maintenance company 

or another maintenance company (“Maintenance Company”) selected by Customer and contracted directly with such 

PSP or Maintenance Company to provide maintenance services (“Equipment Maintenance”) for the Maintained 

Equipment. Note: Maintained Equipment, if not purchased from the Preferred Retailer, must first be certified as being 

suitable for Equipment Maintenance, at the expense of Customer, by either HSS (its designee) or the PSP. 

Notwithstanding the foregoing, Customer may elect, subject to HSS’s approval in advance in writing, to not provide 

maintenance services through this Agreement for certain pieces of such Maintained Equipment allowed to be used in 

conjunction with the Information System (“Non-maintained Equipment”). Neither HSS nor the PSP shall be 

responsible for any maintenance or support of Non-maintained Equipment. 

2. Support of Equipment Maintenance. Unless provided under the terms of Schedule I (if applicable), Customer 

may obtain Equipment Maintenance for the Maintained Equipment through a separate agreement between Customer 

and the PSP or Maintenance Company as above described, and the PSP, Maintenance Company or HSS or its 

designee may provide dispatch services and certain support services (collectively, “Support Services”) with regard to 

the Equipment Maintenance performed by such PSP or Maintenance Company. For any Support Services performed 

by the PSP or Maintenance Company, the Customer will, in accordance with the terms and conditions of its separate 

agreement, pay the PSP or Maintenance Company for such Support Services. For any Support Services performed by 

HSS or its designee, the Customer will pay HSS or its designee the fees and costs set forth below and will pay 

according to the terms of any invoice(s) submitted to Customer therefor, including any provisions for late charges. 

These fees and costs are subject to increase or decrease by HSS, in its sole discretion, on January 1 of each year 

during the term of the agreement. Unless provided under the terms of Schedule I (if applicable), the Annual Cost of 

the Support Services to be performed by HSS or its designee hereunder is $ n/a payable in monthly installments of $ 

n/a . Payments will be calculated from the date of the shipment of Authorized Equipment to Customer (“Start Date”). 

The monthly payment amount will be due in advance and will be billed by HSS or its designee. The first invoice will be 

issued upon the Start Date. Interest at the then current highest rate allowed by applicable law will be charged for any 

payments made by Customer after the payment due date (thirty (30) days after billing). 

3. Refresh of Authorized Equipment. Under HSS’s Refreshment Program (the “Refreshment Program”), 

Customer will be responsible for and will pay for all fees and costs for the replacement or refreshment of Customer’s 

Authorized Equipment in HSS’s sole discretion (“Refresh”) on an approximate three (3) year cycle, starting 

approximately three (3) years after the initial installation of such Authorized Equipment. The terms and conditions of 

the maintenance services for such equipment (included in such initial Refresh and included in any additional Refresh 

or Refreshes of Customer’s Authorized Equipment) shall be part of Customer’s responsibility under its separate 

agreement with the PSP. 

4. Use of Certified Software Only. Customer understands that use of any software other than the Software 

provided by HSS pursuant to this Agreement, unless such additional software has been approved in writing by the 

HSS Information Technology Department, is not warranted for use on the Authorized Equipment. In the event 

Customer uses or installs any software other than approved Software on the Authorized Equipment, HSS shall have 

no further obligations to provide any Support Services to Customer. 

5. Equipment Maintenance by the PSP through Customer’s separate agreement will be provided for Customer’s 

Hotel located at %PropertyName% , %PropertyAddress1% , %PropertyAddress2%, %PropertyCity%, 

%PropertyCountry% 

6. Customer’s Additional Responsibilities as to Equipment Maintenance. Customer shall maintain on its staff at 

all times sufficient personnel that have been trained in and are knowledgeable about the operation of the Software and 

Authorized Equipment to be able to operate the Information System in a professional, efficient and competent manner. 

Customer is responsible for maintaining duplicate or back-up copies of its software, data files and documentation. No 

ITP shall have any liability for any damages resulting from Customer’s failure to maintain such copies nor for any costs

or expenses of reconstructing any data or information that may be destroyed, impaired or lost. No ITP has any 

obligation to maintain or repair any equipment other than the Maintained Equipment, nor to repair or replace any 

cables, cords, expendable or consumable components such as ribbons, paper, toner cartridges, print wheels, drums, 

batteries, or diskettes, whether or not defined as Maintained Equipment. Customer shall not move any of such 

Maintained Equipment without HSS’s or the PSP’s prior written consent. 

7. Cooperation. Customer shall provide HSS or the PSP with all information, data and other required materials 

necessary to reproduce any problem identified by Customer. Customer shall maintain for the term of this Agreement a 

modem and dial-up telephone line and a facsimile machine or other electronic communication capability mutually 

acceptable to both parties to facilitate the ability to perform the Equipment Maintenance services remotely. 

In some instances, Equipment Maintenance will be provided using a depot program where Customer ships 

failed Maintained Equipment to the depot when Customer receives replacement of such Maintained Equipment. If 

Customer does not ship such failed equipment, Customer will be responsible for any unreturned equipment charges 

billed by the PSP or the depot program provider. 

8. Expenses. If Equipment Maintenance personnel incur travel, lodging, meal, or any other out of pocket 

expenses in furnishing the services hereunder, Customer shall pay for or promptly reimburse HSS for same, subject to 

reasonable documentation of such expenses. Customer shall also pay for all telephone toll charges incurred in 

providing maintenance and support hereunder. Typical travel expenses include, without limitation, the following: 

round-trip airfare (due to frequent scheduling changes HSS may not be able to purchase airfare more than one 

week in advance of travel); 

single room accommodations (if the Hotel cannot provide accommodations, comparable accommodations will 

be utilized); 

meals; 

ground transportation (all ground transportation required to get to and from the Hotel as well as transportation 

used during the PSP’s representatives’ stay at the Hotel); 

tips; 

taxes; and 

miscellaneous expenses (including phone, laundry, etc.). 

9. Exclusions. The obligation of any ITP to provide Equipment Maintenance shall not apply to any Nonmaintained 

Equipment nor to any errors, defects or problems caused in whole or in part by (i) any modifications or 

enhancements made to any Software by Customer or any third person or entity other than such ITP or its designee; (ii) 

any software program, hardware, cables, cords, firmware, peripheral or communication device (that was not approved 

in advance in writing by HSS) whether or not used in connection with the Maintained Equipment; (iii) the failure of 

Customer to follow the most current instructions promulgated by any ITP from time to time with respect to the proper 

use of the Maintained Equipment and the Software; (iv) the failure of Customer to schedule regular preventive 

maintenance in accordance with standard HSS procedures; (v) any such Maintained Equipment that is allowed to be 

described as Non-Maintained Equipment or that is non-repairable, taken out of service or for which any such 

Maintained Equipment or parts for same are no longer manufactured or reasonably available (vi) forces or supplies 

external to such Maintained Equipment, including without limitation power surges, lighting strikes, power failures, or air 

condition or humidity control failures; (vi) the negligence of Customer or any other third person or entity. Any 

corrections performed by HSS for any such errors, difficulties, or defects shall be fixed, in HSS’s or the PSP’s 

discretion, at the then applicable current time and material charges. No ITP shall be under any obligation, however, to 

fix any such Customer or externally caused errors, defects or problems. 

Even where Support Services are provided under Schedule I (if applicable), any travel expenses, per diem fees and 

related costs for any on-site Support Services will be billed separately. 

{000011-999987 00194492.DOC; 1} 

June 2012 Brazil

Microsoft Enterprise Agreement Number: 8416402 

Microsoft Select Enrollment Number: 62932896 

SCHEDULE F 

PARTICIPATION AGREEMENT 

This Participation Agreement (“Participation Agreement”) is entered into by the party signing below (“you”) for the 

benefit of the Microsoft affiliate (“Microsoft”) and HSS (“HSS” defined as the customer in the agreements with 

Microsoft) and shall be enforceable against you (as the “Customer Affiliate” of HSS) by Microsoft or HSS in 

accordance with its terms. You acknowledge that Microsoft and HSS have entered into the Microsoft Enterprise 

Agreement and/or Microsoft Select Enrollment Agreement referenced above (the “agreements”), under which you 

desire to sublicense certain Microsoft products. As used in this Participation Agreement, the term to “run” a product 

means to copy, install, use, access, display, run or otherwise interact with it. You acknowledge that your right to run a 

copy of any version of any product sublicensed under the agreement is governed by the applicable product use rights 

for the product and version licensed as of the date you first run that copy. Such product use rights will be made 

available to you by HSS or Microsoft, or by publication at a designated site on the World Wide Web, or by some other 

means. Microsoft does not transfer any ownership rights in any licensed product and it reserves all rights not 

expressly granted. 

I. Acknowledgment and Agreement. You hereby acknowledge that you have obtained a copy of the product 

use rights located at http://microsoft.com/licensing/resources/ applicable to the products acquired under the abovereferenced 

agreements; you have read and understood the terms and conditions as they relate to your obligations; and 

you agree to be bound by such terms and conditions, as well as to the following provisions: 

a. Restrictions on use. You may not: 

● 

● 

● 

Separate the components of a product made up of multiple components by running them on different 

computers, by upgrading or downgrading them at different times, or by transferring them separately, except as 

otherwise provided in the product use rights; 

Rent, lease, lend or host products, except where Microsoft agrees by separate agreement; 

Reverse engineer, de-compile or disassemble products or fixes, except to the extent expressly permitted by 

applicable law despite this limitation; 

Products, fixes and service deliverables licensed under this agreement (including any license or services 

agreement incorporating these terms) are subject to U.S. export jurisdiction. You must comply with all domestic 

and international export laws and regulations that apply to the products, fixes and service deliverables. Such laws 

include restrictions on destinations, end-user, and end-use for additional information, see 

http://www.microsoft.com/exporting/. 

b. Limited product warranty. Microsoft warrants that each version of a commercial product will perform 

substantially in accordance with its user documentation. This warranty is valid for a period of one year from the 

date you first run a copy of the version. To the maximum extent permitted by law, any warranties imposed by law 

concerning the products are limited to the same extent and the same one year period. This warranty does not 

apply to components of products which you are permitted to redistribute under applicable product use rights, or if 

failure of the product has resulted from accident, abuse or misapplication. If you notify Microsoft within the 

warranty period that a product does not meet this warranty, then Microsoft will, at its option, either (1) return the 

price paid for the product or (2) repair or replace the product. To the maximum extent permitted by law, this is your 

exclusive remedy for any failure of any commercial product to function as described in this paragraph. 

c. Free and beta products. To the maximum extent permitted by law, free and beta products, if any, are provided 

“as-is,” without any warranties. You acknowledge that the provisions of this paragraph with regard to pre-release 

and beta products are reasonable having regard to, among other things, the fact that they are provided prior to 

commercial release so as to give you the opportunity (earlier than you would otherwise have) to assess their 

suitability for your business, and without full and complete testing by Microsoft. 

{000011-999987 00194492.DOC; 1} 

June 2012 Brazil

d. NO OTHER WARRANTIES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, MICROSOFT DISCLAIMS 

AND EXCLUDES ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, 

IMPLIED OR STATUTORY, OTHER THAN THOSE IDENTIFIED EXPRESSLY IN THIS AGREEMENT, 

INCLUDING BUT NOT LIMITED TO WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, 

SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH 

RESPECT TO THE PRODUCTS AND RELATED MATERIALS. MICROSOFT WILL NOT BE LIABLE FOR ANY 

PRODUCTS PROVIDED BY THIRD PARTY VENDORS, DEVELOPERS OR CONSULTANTS IDENTIFIED OR 

REFERRED TO YOU BY MICROSOFT UNLESS SUCH THIRD PARTY PRODUCTS ARE PROVIDED UNDER 

WRITTEN AGREEMENT BETWEEN YOU AND MICROSOFT, AND THEN ONLY TO THE EXTENT EXPRESSLY 

PROVIDED IN SUCH AGREEMENT. 

e. Limitation of liability. There may be situations in which you have a right to claim damages or payment from 

Microsoft. Except as otherwise specifically provided in this paragraph, whatever the legal basis for your claim, 

Microsoft’s liability will be limited, to the maximum extent permitted by applicable law, to direct damages up to the 

amount you have paid for the product giving rise to the claim. In the case of Microsoft’s responsibilities with 

respect to third party patent or copyright infringement claims, Microsoft’s obligation to defend such claims will not 

be subject to the preceding limitation, but Microsoft’s liability to pay damages awarded in any final adjudication (or 

settlement to which it consents) will be. In the case of free product, or code you are authorized to redistribute to 

third parties without separate payment to Microsoft, Microsoft’s total liability to you will not exceed US $5000, or its 

equivalent in local currency. 

f. NO LIABILITY FOR CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, 

NEITHER YOU, YOUR AFFILIATES OR SUPPLIERS, NOR MICROSOFT, ITS AFFILIATES OR SUPPLIERS 

WILL BE LIABLE FOR ANY INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL, 

SPECIAL OR INCIDENTAL DAMAGES, DAMAGES FOR LOSS OF PROFITS OR REVENUES, BUSINESS 

INTERRUPTION, OR LOSS OF BUSINESS INFORMATION) ARISING IN CONNECTION WITH ANY 

AGREEMENT, PRODUCT OR FIX, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF 

SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. THIS EXCLUSION OF LIABILITY DOES NOT 

APPLY TO EITHER PARTY’S LIABILITY TO THE OTHER FOR VIOLATION OF THE OTHER PARTY’S 

INTELLECTUAL PROPERTY RIGHTS. 

g. Application. The limitations on and exclusions of liability for damages set forth herein apply regardless of whether 

the liability is based on breach of contract, tort (including negligence), strict liability, breach of warranties, or any 

other legal theory. 

h. Verifying compliance. You must keep records relating to the products you run. Microsoft has the right to verify 

compliance with these terms and any applicable product use rights, at its expense, during the term of the 

enrollment and for a period of one year thereafter. To do so, Microsoft will engage an independent accountant from 

a nationally recognized public accounting firm, which will be subject to a confidentiality obligation. Verification will 

take place upon not fewer than 15 days notice, during normal business hours and in a manner that does not 

interfere unreasonably with your operations. As an alternative, Microsoft may require you to accurately complete 

its self-audit questionnaire relating to the products you use. If verification or self-audit reveals unlicensed use of 

products, you must promptly order sufficient licenses to permit all product usage disclosed. If material unlicensed 

use is found (license shortage of 5% or more), you must reimburse Microsoft for the costs it has incurred in 

verification and acquire the necessary additional licenses as single retail licenses within 30 days. If Microsoft 

undertakes such verification and does not find material unlicensed use of products, it will not undertake another 

such verification for at least one year. Microsoft and its auditors will use the information obtained in compliance 

verification only to enforce its rights and to determine whether you are in compliance with these terms and the 

product use rights. By invoking the rights and procedures described above, Microsoft does not waive its rights to 

enforce these terms or the product use rights, or to protect its intellectual property by any other means permitted 

by law. 

i. Dispute Resolution; Applicable Law. This Participation Agreement will be governed and construed in 

accordance with the laws of the jurisdiction whose law governs the agreement. You consent to the exclusive 

jurisdiction and venue of the state and federal courts located in such jurisdiction. This choice of jurisdiction does 

not prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights in any 

appropriate jurisdiction. The 1980 United Nations Convention on Contracts for the International Sale of Goods and 

its related instruments will not apply to this agreement or any license entered into with Microsoft or its affiliates 

under this agreement. 

{000011-999987 00194492.DOC; 1} 

June 2012 Brazil

Your violation of the above-referenced terms and conditions shall be deemed to be a breach of this Participation 

Agreement and shall be grounds for immediate termination of all rights granted hereunder. 

Dated as of the day of , 20 . 

CUSTOMER AFFILIATE: 

By 

Name 

Title 

Date 

Witness 1: ___________________________ 

(Signature) 

Print Name: __________________________ 

Address: ____________________________ 

Phone Number: _______________________ 

ID Number: ___________________________ 

Witness 2: _______________________________ 

(Signature) 

Print Name: ______________________________ 

Address: ________________________________ 

Phone Number: ___________________________ 

ID Number: ______________________________ 

{000011-999987 00194492.DOC; 1} 

June 2012 Brazil

EXHIBIT G 

INTENTIONALLY OMITTED 

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June 2012 Brazil

SCHEDULE H 

SUBSEQUENT LICENSE, SUBLICENSE OR PURCHASE 

Date: 

INNCODE 

Name of Customer: 

Address of Customer: 

Dear : 

This Letter Agreement (“Letter Agreement”) confirms your request to license or sublicense additional Proprietary 

Software or Certified Third Party Software and/or purchase additional Authorized Equipment and/or services 

(“Additions”) in order to add options, features and/or systems to the Information System, and shall constitute an 

amendment to the existing Hilton Information Technology System Agreement previously entered into between 

(“Customer”) and Hilton Systems Solutions, LLC (“HSS”) dated , (the “Agreement”). 

It is agreed that you will license, sublicense or purchase the Additions and that you will be billed by the applicable 

vendor for the Additions as listed below. The effective date of billing on the new items shall be the date the new items 

are installed or shipped, whichever occurs first. 

QTY ITEM OF /SOFTWARE/EQUIPMENT FEES/COSTS 

MONTHLY 

MAINT. 

TOTAL PRICE 

The prices shown above exclude taxes and shipping. 

Upon HSS’s receipt of a copy of this Letter Agreement signed by a duly authorized representative of Customer, the 

Agreement shall be deemed to have been automatically amended to incorporate the terms of this Letter Agreement. 

Customer agrees that Customer’s delivery to HSS by facsimile transmission of this Letter Agreement shall be deemed 

to be as effective for all purposes as delivery of the manually executed Letter Agreement and that the terms of this 

Letter Agreement shall be binding upon Customer without the necessity of any further action by HSS. This Letter 

Agreement shall be effective as of the date inserted by Customer below. 

NEITHER THE PROPRIETARY SOFTWARE, CERTIFIED THIRD PARTY SOFTWARE OR AUTHORIZED 

EQUIPMENT WILL BE INSTALLED OR SHIPPED UNTIL HSS RECEIVES A COPY OF THIS LETTER AGREEMENT 

SIGNED BY CUSTOMER. 

To indicate Customer’s acceptance of this Letter Agreement, please have it signed by an authorized representative of 

Customer and return it to me. Upon HSS’s receipt of the executed Letter Agreement, you will be advised of the 

installation or shipment dates. 

If you have any questions, please contact me at . 

Sincerely, 

Hilton Systems Solutions, LLC 

By: _____________________________ 

Accepted and Agreed: 

Customer Name 

By:________________________________ 

Signature 

Print Name and Title:___________________ 

Effective Date:_______________________________ 

{000011-999987 00194492.DOC; 1} 

June 2012 Brazil

Witness 1: ___________________________ 

(Signature) 

Print Name: __________________________ 

Address: ____________________________ 

Phone Number: _______________________ 

ID Number: ___________________________ 

Witness 1: _______________________________ 

(Signature) 

Print Name: ______________________________ 

Address: ________________________________ 

Phone Number: ___________________________ 

ID Number: ______________________________ 

Witness 2: ___________________________ 

(Signature) 

Print Name: __________________________ 

Address: ____________________________ 

Phone Number: _______________________ 

ID Number: ___________________________ 

Witness 2: _______________________________ 

(Signature) 

Print Name: ______________________________ 

Address: ________________________________ 

Phone Number: ___________________________ 

ID Number: ______________________________ 

{000011-999987 00194492.DOC; 1} 

June 2012 Brazil

SCHEDULE I 

TECHNOLOGY PROGRAM LICENSE AGREEMENT 

This Technology Program License Agreement (this “Technology Program Agreement”) is entered into as of the 

Effective Date defined herein between Hilton Systems Solutions, LLC, a Delaware limited liability company (“HSS”) 

and %LegalEntity%, (the “Customer”) for Customer’s Hotel (the “Hotel”) known as %PropertyName% and located at , 

%PropertyAddress1% , %PropertyAddress2%, %PropertyCity%, %PropertyCountry% 

In connection with the Hilton Information Technology Systems Agreement (the “HITS Agreement”) entered into 

between HSS and Customer (and if applicable, in anticipation of the Hotel’s conversion and rebranding as a Hilton 

Brand Hotel), HSS is willing to make certain benefits available to Customer for the above Hotel under the Technology 

Program (the “Technology Program”), on the terms, conditions and limitations hereinafter set forth. 

For good, valuable and sufficient consideration, Customer hereby enters into this Technology Program 

Agreement and HSS and Customer agree as follows: 

1. Customer’s Benefits. 

a) Certain Software. Certain software items described in this section are provided pursuant to the terms, 

conditions and limitations contained in the HITS Agreement of which this Schedule I (if applicable) is a part. In 

lieu of the separate fees and costs and methods of payment provided for such items in the HITS Agreement, 

the Technology Program shall cover the fees and costs for such items. The payment of the fees and costs for 

the Hotel’s Technology Program is determined as follows: 

i) For all hotels that are not full service brand hotels (currently, Hampton by Hilton and Hilton 

Garden Inn hotels) but the operations are managed for Customer by an affiliate of HSS through a 

Management Agreement, the payment of the fees and costs for the Hotel’s Technology Program 

(other than any fees and costs for the software license or software maintenance for the Revenue 

Management System described below) are paid for through the Group Services Benefit Program for 

such managed hotels. 

ii) For all hotels that are operated by Customer under a Franchise License Agreement, the 

fees and costs for the Hotel’s Technology Program are paid for through such hotel’s Brand division 

program. 

iii) Hilton Proprietary Software (OnQ ® Modules) License Fees. The Technology Program 

covers the software license fees for software licenses for certain of Hilton’s Proprietary Software OnQ ® 

Modules (“Proprietary Software Modules”). The Proprietary Software Modules license fees covered by 

the Technology Program are as follows: 

1.) Proprietary OnQ ® Software. 

2.) Proprietary OnQ ® Software Interfaces (limited to the number of interfaces specified by the 

brand division for Customer's hotel). 

3.) Brand specified Revenue Management System but only for hotels operated by Customer 

under a Franchise License Agreement. 

4.) Customer Relationship Management. 

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June 2012 Brazil

The Proprietary Software Modules covered by the Technology Program are subject to change from 

time to time in the sole discretion of HSS. 

iv) Electronic Mail. The Technology Program covers the license fees for electronic mail 

limited to the number of licenses specified by the brand division for Customer’s hotel. 

b) Software Maintenance Fees. The Technology Program covers Customer’s software maintenance fees 

during the term of this Technology Program Agreement, relative to Proprietary Software Modules as described 

above. Travel expenses, per diem fees and related costs for any on-site software maintenance are the 

responsibility of Customer and shall be billed separately to and payable by Customer. 

c) Help Desk. The Technology Program covers the cost of HSS's Help Desk, telephone customer 

service support, for certain remote reporting and diagnostic services offered in accordance with HSS's 

customary business practices and procedures. Provided Customer maintains recommended modem, dial-up 

telephone line, facsimile machine or other electronic communication vehicles acceptable to HSS to facilitate 

the operation of the Help Desk, HSS may perform the above services and may perform certain equipment 

maintenance services remotely through the Help Desk for the Maintained Equipment under the HITS 

Agreement. Any travel expenses, per diem fees and related costs that might result from on-site Help Desk 

services will be the responsibility of Customer and will be billed to Customer separately. 

2. Customer’s Obligations. Customer shall: 

(a) Perform all of its obligations under the HITS Agreement. 

(b) Pay any and all shipping duties and all sales, use, VAT, property, gross receipts, excise or other federal, 

country, state, municipal or local taxes on any and all software or services provided under this Technology 

Program Agreement. Customer also specifically agrees to pay any and all personal property taxes associated 

with software provided under this Technology Program Agreement. 

(c) Pay for all telephone toll charges incurred in providing maintenance and support hereunder. 

(d) Prevent any liens from attaching to any Proprietary Software or Third Party Software provided hereunder. 

(e) Not allow any other software to be added to the Information System without prior specific written 

permission of HSS. 

3. Customer’s Conditions. All benefits provided Customer herein and all obligations of HSS under this 

Technology Program Agreement are expressly subject to and conditioned upon the following: 

(a) Customer is not, and continues not to be, in default of any agreement with HSS or any of its affiliates or 

subsidiaries, or any Brand division, including, but not limited to, this Technology Program Agreement, the HITS 

Agreement and Customer’s License Agreement with Hilton Hotels Corporation (“Hilton”) or its affiliate or 

subsidiary. 

(b) Customer continues to make all other payments to HSS’s Preferred Lessors, Preferred Retailers, 

Preferred Services Providers or other ITP’s under any applicable agreements and does not become in default 

under such agreements. 

{000011-999987 00194492.DOC; 1} 

June 2012 Brazil

(c) Customer’s Hotel remains (after conversion and rebranding if applicable) in one of the following Hilton 

Brand Divisions: Waldorf Astoria, Conrad, Hilton, Doubletree by Hilton, Hilton Garden Inn or Hampton Inn by 

Hilton 

(d) Customer has executed the HITS Agreement or executes the HITS Agreement contemporaneously with 

this Technology Program Agreement. 

(e) Customer’s participation and continued cooperation with Hilton in the Refreshment Program, as described 

in the HITS Agreement, including, but not limited to, the refreshment of Network Authorized Equipment. 

4. Termination and Termination Fees. HSS may terminate all of HSS's obligations under this Technology 

Program Agreement at HSS’s option: (a) Immediately without notice in event of breach of Customer’s obligations or 

conditions set forth in Sections 2 and 3 above, or (b) at any time, with or without cause, upon not less than ninety (90) 

days advance written notice to Customer. Any default by Customer under this Technology Program Agreement shall 

constitute a default by Customer under the HITS Agreement and in such event, HSS may exercise any of its rights 

provided under Section 5 of the HITS Agreement. Any default by Customer under the HITS Agreement shall constitute 

a default and breach of condition by Customer under this Technology Program Agreement. Termination of the HITS 

Agreement will result in termination of this Technology Program Agreement. HSS may terminate this Technology 

Program Agreement without terminating the HITS Agreement, whereupon the HITS Agreement shall be construed and 

enforced as if this Technology Program Agreement had never been entered into (subject to accrued rights and 

obligations). 

Upon termination, Customer shall pay to HSS termination fees which are designed to reimburse HSS in part 

for unamortized costs under this Technology Program Agreement. The termination fees shall be an amount equal to a 

percentage of the annual Gross Room Revenue (as defined in Customer’s International Franchise License Agreement) 

determined by the percentage listed below according to the number of years from Start Date to date of termination 

applicable to Customer’s Hotel. 

Percentage of annual Gross Room Revenues due as termination fee as follows: 

Year 1 1.00% 

Year 2 0.85% 

Year 3 0.70% 

Year 4 0.55% 

Year 5 0.45% 

Thereafter 0.30% 

5. Additional Software. Additional Certified Third Party Software may be licensed by Customer. 

6. Defined Terms. All capitalized terms used in this Technology Program Agreement which are not specially 

defined in this Technology Program Agreement shall have the meaning ascribed to such terms in the HITS Agreement. 

7. Other Important Provisions. The parties mutually acknowledge and agree this Technology Program 

Agreement is a schedule to the HITS Agreement and that this Technology Program Agreement and its performance by 

the parties are a part of the transactions contemplated by the HITS Agreement. Upon each Refresh of Network 

Authorized Equipment, the terms and conditions applicable to any software or services provided for or pursuant to the 

Refresh shall be the same as the terms and conditions of this Technology Program Agreement, including, but not 

limited to, the termination fees described herein; and, except for such termination fees (as specified above), all terms 

and provisions hereof (including those incorporated by reference below), shall apply as if this Technology Program 

Agreement was executed on the Start Date for each such Refresh. In the event of conflict between the provisions of 

this Technology Program Agreement and the provisions of the HITS Agreement, the provisions of this Technology 

Program Agreement shall prevail. Except as modified herein, all provisions of the HITS Agreement applicable to the 

Proprietary Software or Third Party Software and Services are applicable to the equipment, software, and services 

described herein or provided hereunder, including, but not limited to, Sections 8 (Software), 9 (No Warranties/Limited 

Warranties), 10 (Proprietary Rights Notices), 11 (Infringement Claims) and 15 (Third Party Claims) and (except as 

{000011-999987 00194492.DOC; 1} 

June 2012 Brazil

herein modified) the Schedules pertaining to the Software and the Services. Where HSS or Hilton is providing 

software or services instead of such items being provided by another ITP, HSS or Hilton shall be entitled to all of the 

protections and the limitations of warranties, liabilities and damages provided any other ITP. The following additional 

Sections of the HITS Agreement are hereby made applicable to this Technology Program Agreement and incorporated 

herein by reference, as fully as if repeated herein verbatim: Sections 13 (Limitations of Liability and Exclusions of 

Damages); 14 (Limitations on Actions); 16 (Entire Agreement/Prior Agreements); 17 (Cumulative Remedies); 18 

(Force Majeure); 19 (Severability); 20 (No Joint Venture); 21 (Assignment); 22 (Counterparts); 23 (Applicable Law, 

Consent to Jurisdiction and Equitable Relief); 24 (Attorneys’ Fees); 25 (No Reproduction); 26 (Confidentiality); and 27 

(Surviving Obligations). Except as the context may otherwise require, all references to “this Agreement” in these 

incorporated provisions shall, for purposes of this Technology Program Agreement, be construed to include this 

Technology Program Agreement. 

8. Notices. The provisions of Section 4 of the HITS Agreement shall apply to all notices, requests, demands and 

other communications under this Technology Program Agreement. 

9. Counterparts. This Technology Program Agreement may be executed in one or more counterparts, each of 

which shall constitute one and the same instrument. 

Effective Date: The effective date (“Effective Date”) shall be the date signed by HSS. 

CUSTOMER: 


By:_____________________________ 

By:_________________________________ 

Print Name:______________________ 

Print Name: Michael Leidinger_____________ 

Title:____________________________ 

Date:___________________________ 

Title: Vice President, IT Infrastructure and Operations 

Date:_______________________________ 

Witness 1: ___________________________ 

(Signature) 

Print Name: __________________________ 

Address: ____________________________ 

Phone Number: _______________________ 

ID Number: ___________________________ 

Witness 1: _______________________________ 

(Signature) 

Print Name: ______________________________ 

Address: ________________________________ 

Phone Number: ___________________________ 

ID Number: ______________________________ 

Witness 2: ___________________________ 

(Signature) 

Print Name: __________________________ 

Address: ____________________________ 

Phone Number: _______________________ 

ID Number: ___________________________ 

Witness 2: _______________________________ 

(Signature) 

Print Name: ______________________________ 

Address: ________________________________ 

Phone Number: ___________________________ 

ID Number: ______________________________ 

{000011-999987 00194492.DOC; 1} 

June 2012 Brazil

EXHIBIT H

EXHIBIT H 

STATEMENT OF DELIVERY 

AND RECEIPT 


THIS FRANCHISE DISCLOSURE DOCUMENT SUMMARIZES CERTAIN PROVISIONS OF 

THE FRANCHISE AGREEMENT AND OTHER INFORMATION. READ THIS FRANCHISE 

DISCLOSURE DOCUMENT AND ALL AGREEMENTS CAREFULLY. 

IF HILTON GARDEN INNS INTERNATIONAL FRANCHISE LLC OFFERS YOU A 

FRANCHISE, YOU MUST BE PROVIDED WITH THIS FRANCHISE DISCLOSURE 

DOCUMENT AT LEAST TEN DAYS BEFORE YOU SIGN THE FRANCHISE AGREEMENT OR 

PRELIMINARY FRANCHISE AGREEMENT, OR PAY ANY KIND OF FEE TO HILTON 

GARDEN INNS INTERNATIONAL FRANCHISE LLC OR TO A COMPANY OR INDIVIDUAL 

RELATED TO HILTON GARDEN INNS INTERNATIONAL FRANCHISE LLC. 

This Franchise Disclosure Document includes the following Exhibits: 

Exhibit A List of Franchised Hotels (as of December 31, 2011) 

Exhibit B List of Franchised Hotels Terminated, Canceled, Not Renewed or with 

Changes in Controlling Interest through December 31, 2011 

Exhibit C Financial Statements 

Exhibit D Franchise Agreement, Addendum and Attachments 

Exhibit E Guaranty of Franchise Agreement 

Exhibit F Hotel Project Application 

Exhibit G HITS Agreement 

Exhibit H Receipt 

I acknowledge that I have received the Franchise Disclosure Document dated June 29, 2012 as 

required by LAW NO. 8.995 OF BRAZIL. 

PROPOSED LICENSEE: 

Name of Proposed Licensee:____________________________________ 

By:_____________________ 

(Signature) 

Name:__________________ 

Its:_____________________ 

Date: ___________________ 

OTHER: 

Printed Name Signature Date 

(1) 

(2) 

RETURN ONE COPY OF THIS RECEIPT TO: 

LOCATION OF PROPOSED HOTEL: 

{000011-999987 00194134.DOCX; 2} 


EXHIBIT H 

STATEMENT OF DELIVERY 

AND RECEIPT 


THIS FRANCHISE DISCLOSURE DOCUMENT SUMMARIZES CERTAIN PROVISIONS OF 

THE FRANCHISE AGREEMENT AND OTHER INFORMATION. READ THIS FRANCHISE 

DISCLOSURE DOCUMENT AND ALL AGREEMENTS CAREFULLY. 

IF HILTON GARDEN INNS INTERNATIONAL FRANCHISE LLC OFFERS YOU A 

FRANCHISE, YOU MUST BE PROVIDED WITH THIS FRANCHISE DISCLOSURE 

DOCUMENT AT LEAST TEN DAYS BEFORE YOU SIGN THE FRANCHISE AGREEMENT OR 

PRELIMINARY FRANCHISE AGREEMENT, OR PAY ANY KIND OF FEE TO HILTON 

GARDEN INNS INTERNATIONAL FRANCHISE LLC OR TO A COMPANY OR INDIVIDUAL 

RELATED TO HILTON GARDEN INNS INTERNATIONAL FRANCHISE LLC. 

This Franchise Disclosure Document includes the following Exhibits: 

Exhibit A List of Franchised Hotels (as of December 31, 2011) 

Exhibit B List of Franchised Hotels Terminated, Canceled, Not Renewed or with 

Changes in Controlling Interest through December 31, 2011 

Exhibit C Financial Statements 

Exhibit D Franchise Agreement, Addendum and Attachments 

Exhibit E Guaranty of Franchise Agreement 

Exhibit F Hotel Project Application 

Exhibit G HITS Agreement 

Exhibit H Receipt 

I acknowledge that I have received the Franchise Disclosure Document dated June 29, 2012 as 

required by LAW NO. 8.995 OF BRAZIL. 

PROPOSED LICENSEE: 

Name of Proposed Licensee:____________________________________ 

By:_____________________ 

(Signature) 

Name:__________________ 

Its:_____________________ 

Date: ___________________ 

OTHER: 

Printed Name Signature Date 

(1) 

(2) 

RETURN ONE COPY OF THIS RECEIPT TO: 

LOCATION OF PROPOSED HOTEL: 

{000011-999987 00194134.DOCX; 2}

HILTON GARDEN INN FRANCHISE ... - Hilton Worldwide

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