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Ardent Communications Inc – IPO: ‘S-1/A’ on 3/16/99 – EX-10.27

As of:  Tuesday, 3/16/99   ·   Accession #:  928385-99-779   ·   File #:  333-72769

Previous ‘S-1’:  ‘S-1’ on 2/22/99   ·   Next:  ‘S-1/A’ on 4/28/99   ·   Latest:  ‘S-1/A’ on 5/19/99

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/16/99  Ardent Communications Inc         S-1/A                 38:1.6M                                   Donnelley R R & S… 09/FA

Initial Public Offering (IPO):  Pre-Effective Amendment to Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Form S-1 Amendment Number 1                          107    579K 
 2: EX-3.1      Restated Certificate of Incorporation                 25    111K 
 3: EX-3.2      Amended and Restated By-Laws                          18     82K 
 4: EX-4.1      Specimen Common Stock Certificate                      2     12K 
 5: EX-4.2      Warrant Agreement Dtd September 4, 1998               33     94K 
 6: EX-4.3      Common Stock Warrant Dtd 02/19/1999                    8     37K 
 7: EX-4.4      Common Stock Warrant Dtd 02/19/1999                    8     37K 
 8: EX-4.5      Stockholders Agreement Dated 02/19/1999               28    142K 
 9: EX-10.1     Investment Agreement Dated 04/22/1998                  2     19K 
16: EX-10.10    Assignment and Assumption Dtd 10/02/1998               3     18K 
17: EX-10.12    Employment Agreement Dtd 6/29/1998                    15     53K 
18: EX-10.13    Agreement for Cooperative Use Dtd 11/5/1996           37    112K 
19: EX-10.14    Letter of Agreement Dtd 2/28/1997                      2     15K 
20: EX-10.15    Letter of Agreement Option Dtd 4/4/1997                2±    14K 
21: EX-10.16    Letter Amendement Agreement Dtd 8/1/1997               3     17K 
22: EX-10.17    Letter Amendement Agreement Dtd 10/21/1997             2±    14K 
23: EX-10.18    Application Transfer Dtd 01/06/1999                    2±    15K 
24: EX-10.19    Assignment of Ussn and Pct Dtd 01/06/1999              2     16K 
25: EX-10.20    Letter Amendment Agreement Dtd 01/26/1999              2     20K 
26: EX-10.21    Assignmt of 50% of Certain Patent Prop Dtd             3     24K 
                          01/26/1999                                             
27: EX-10.22    Assignmt of Certain Trademarks Dtd 02/09/1999          2     15K 
28: EX-10.23    Internet Services Agreement Dtd 10/24/1997             6     37K 
29: EX-10.24    Collaboration Agreement Dtd 02/18/1998                 2     17K 
30: EX-10.25    Cais Iport License Agreement Dtd 09/10/1998           19     70K 
31: EX-10.26    Marketing Assoc. Solution Agreement Dtd 11/11/1998    10     50K 
32: EX-10.27    Master License Agreement Dtd 12/23/1998               51    175K 
33: EX-10.28    Agreement for High Speed Net Access Serv Dtd          26     93K 
                          02/19/1999                                             
34: EX-10.29    Deed of Lease Dtd July 28, 1997                       13     44K 
10: EX-10.3     Series A Stock Dtd 02/19/1999                         43    177K 
35: EX-10.30    Deed of Lease Dtd May 28, 1998                        12     41K 
36: EX-10.31    Office Building Lease Dtd 11/21/1998                  71±   279K 
37: EX-10.32    Settle Agreement Dtd 01/24/1999                       17     48K 
38: EX-10.33    Amended and Restated Equity Dtd 02/12/1999             9     46K 
11: EX-10.4     Exchange Agreement Dtd 10/02/1998                      5     22K 
12: EX-10.5     Agreement of Merger Dtd 10/02/1998                     5     25K 
13: EX-10.6     Amended and Restated Employment Agreement Dtd          9     43K 
                          06/03/1997                                             
14: EX-10.7     Assignment and Assumption Dtd 10/02/1998               3     17K 
15: EX-10.9     Amended Employment Agreement Dtd 9/8/1997             11     49K 


EX-10.27   —   Master License Agreement Dtd 12/23/1998
Exhibit Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
4Agreement
"1. License
52. Use of Licensed Area
"3. Term of Individual Hotels
64. Fees
75. Installation and Operating Procedures
96. Interference
118. Hazardous Substances
129. Insurance
"10. Indemnities
1412. Liens
1513. Ownership
"14. Licensor Right to Enter or Grant Entry
"15. Licensee's Property
"16. Termination
1717. Holding Over
"18. Sublicensing and Assignment
1820. Nature of License
1921. Notices
"22. Default Under Other License
"23. Access to the Services
2024. Representations and Warranties of Licensee
"25. Independent Contractor
"26. Drafting and Preparation
"27. Miscellaneous
2228. Severability
"29. Entire Agreement
32Option Addendum
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EXHIBIT 10.27 HILTON HOTELS CORPORATION MASTER LICENSE AGREEMENT FOR CAIS, INC.
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TABLE OF CONTENTS Paragraph Page No. --------- -------- 1. LICENSE............................................................1 2. USE OF LICENSED AREA...............................................2 3. TERM OF INDIVIDUAL HOTELS..........................................2 4. FEES...............................................................3 5. INSTALLATION AND OPERATING PROCEDURES..............................4 6. INTERFERENCE.......................................................6 7. MAINTENANCE AND REMOVAL OF LICENSEE'S EQUIPMENT; SITE MAINTENANCE..7 8. HAZARDOUS SUBSTANCES...............................................8 9. INSURANCE..........................................................9 10. INDEMNITIES........................................................9 11. LIMITATION ON CONSEQUENTIAL DAMAGES; DISCLAIMER OF WARRANTIES.....11 12. LIENS.............................................................11 13. OWNERSHIP.........................................................12 14. LICENSOR RIGHT TO ENTER OR GRANT ENTRY............................12 15. LICENSEE'S PROPERTY...............................................12 16. TERMINATION.......................................................12 17. HOLDING OVER......................................................14 18. SUBLICENSING AND ASSIGNMENT.......................................14
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19. RELOCATIONS OF LICENSED AREA AND OR THE EQUIPMENT.................15 20. NATURE OF LICENSE.................................................15 21. NOTICES...........................................................16 22. DEFAULT UNDER OTHER LICENSE.......................................16 23. ACCESS TO THE SERVICES............................................16 24. REPRESENTATIONS AND WARRANTIES OF LICENSEE........................17 25. INDEPENDENT CONTRACTOR............................................17 26. DRAFTING AND PREPARATION..........................................17 27. MISCELLANEOUS.....................................................17 28. SEVERABILITY......................................................19 29. ENTIRE AGREEMENT..................................................19 EXHIBIT A LIST OF EQUIPMENT..........................................A-1 EXHIBIT B ARBITRATION PROVISIONS.....................................B-1 SCHEDULE 1 LIST OF HOTELS............................................S-1 OPTION ADDENDUM.....................................................OD-1
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MASTER LICENSE AGREEMENT THIS MASTER LICENSE AGREEMENT dated for reference purposes only, December 23, 1998, by and between Hilton Hotels Corporation, a Delaware. corporation, (hereinafter referred to as "Licensor"), and CAIS, Inc. a Virginia corporation (hereinafter referred to as "Licensee"). W I T N E S S E T H: ------------------- WHEREAS, Licensor operates a national chain of hotels in various cities of the United States commonly known as the Hilton Hotels; and WHEREAS, Licensee has devised a commercial, high speed data communications service as more particularly defined in Paragraph 2 (the "Service") and desires to make the Service available to Licensor and third parties at Licensor Hotels: and WHEREAS, Licensor has agreed to license to Licensee the nonexclusive right to place equipment for the provision of the Service (the "Equipment") in certain guest rooms and other areas within the specific hotels named in riders attached as Participating Hotel Site Acknowledgement (the "Riders") and the respective Hotels (the "Hotels") included are subject to increase or decrease from time to time; and WHEREAS, Licensor desires to grant to Licensee the right to install and operate the Equipment necessary for the Service at the Hotels and Licensee desires to acquire such right; NOW, THEREFORE, the parties agree as follows: AGREEMENT --------- 1. LICENSE ------- a. Licensor hereby licenses to Licensee, and Licensee hereby Licenses from Licensor, the nonexclusive right to use certain areas and existing telephone wiring for the installation and operation of the Equipment for the Service in certain guest rooms and other areas to be determined from time to time by Licensor within the Hotels. The certain area, as they may be changed by Licensor from time to time hereinafter shall be collectively called the "Licensed Area". b. Licensee shall, at it sole cost and expense, install maintain, operate, repair, upgrade and replace and Equipment and construct any other improvements necessary including connections for power and telephone lines, as further defined in Paragraph 5 hereof. c. At each of the (participating) Hotels, Licensee shall install the Service 1
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in all Meeting Rooms and in a minimum of (a) 200 Guest Rooms where the (participating) Hotel has 400 or greater Guest Rooms, or (b) 50% of the Guest Rooms where the (participating) Hotel has fewer than 400 Guest Rooms. d. Costs for use of telephone lines shall be at Licensee's sole cost and expense. 2. USE OF LICENSED AREA -------------------- The Licensed Area shall be used by Licensee only for the provision of the Service. The Service shall mean and is limited to the installation and operation of a networking system including all related components, software, wiring and communications services as set forth in Exhibit A, whereby Guests in --------- separate Guest Rooms or Meeting Rooms at the Hotel will be able to connect Ethernet-capable laptop computers, servers, and other Ethernet-capable computer equipment to a network provided by Licensee. The Service shall allow networking and interoperation of computer equipment within the Hotels (respectively) and shall allow computers connected to the Licensee supplied network within the Hotels to access the public Internet through dedicated 1.5 Mbps T1 or greater telecommunications line provided by Licensee. No other Service or use of the Licensed Area is permitted without Licensor's prior written approval. 3. TERM OF INDIVIDUAL HOTELS ------------------------- a. For each of the (participating) Hotels having 1,000 or greater Guest Rooms, the Initial Term shall be two (2) years and the optional Extended Term shall be three (3) years. For each of the (participating) Hotels having fewer than 1,000 Guest Rooms, the Initial Term shall be three (3) Years and the Extended Term shall be two (2) years. The commencement and termination dates for the individual Hotels are defined in the Rider(s). Notwithstanding the foregoing, the Initial Terms shall not extend beyond (i) December 31, 2001 (for participating Hotels having 1,000 Guest Rooms or greater) or (ii) December 31, 2002 (for participating Hotels having less than 1,000 Guest Rooms), and the optional Extended Terms shall expire no later than December 31, 2004. b. Hilton Hotels Corporation must specifically and individually approve the extension of the dates as defined above in subparagraph 3a in the event Licensee and individual Hotels are planning to execute the Rider(s) after December 31, 1999. c. Licensor's exercise of the Extended Term(s) shall be at its sole discretion. Licensor shall provide ninety (90) days prior written notice of its intention to exercise the Extended Term(s). 2
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4. FEES ---- a. Allocation of Usage Fees ------------------------ For each participating Hotels, the allocation of Usage Fees is as defined in Schedule A attached to the Riders. b. Fee and Payment Term Procedure ------------------------------ (i) Based upon daily information reported by the Service monitoring equipment (provided and installed by Licensee at no cost to Licensor) the Hotels shall charge Guests on a per-use or other basis for access to the System an amount (the "Usage Fee") based on a pricing schedule mutually agreed to by Licensee and Licensor and defined in the Riders. Usage Fees shall include --------------------- Set-Up Fees. Access Fees, and or other billed amounts derived directly from or in relation to use of the Service by Guests. (ii) The Service monitoring equipment shall generate an accurate record ("Access Record") of the usage and access to the Service by any Guests, including a record of the usage charges for each individual Guest's bill or account. Licensee shall be responsible for the costs associated with the programming of the computer within the Service monitoring equipment to enable it to provide the aforesaid data. (iii) Licensee shall make available to the Hotels information sufficient to ensure proper billing of Guests and other information on Service usage reports as the Hotels may reasonably request to track Service usage. (iv) Licensee may review and use the Access Record for such purposes as Licensee may reasonable deem appropriate, except that Licensee shall not disclose any such information to third parties except as agreed to by the Hotels. In the event of any such disclosure by Licensee, Licensee shall indemnify and hold harmless the Hotels and Licensor from all claims, loss, damages or actions arising from such disclosure. (v) The Hotels may, in their sole discretion, adjust the Usage Fee as to any Guest of the Hotel in conjunction with any dispute with such Guest in which case the "Usage Fee" shall mean the Usage Fee for such Guest as so adjusted, Licensee understands and agrees that the Hotel shall generally refund the Usage Fee to the Guest in the event the Guest disputes the charge or expresses dissatisfaction with the Service. (vi) During the Term of the Agreement, the Hotels shall be responsible for billing and collection of Usage Fees from Guests. Usage Fees shall be 3
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allocated to the Hotel and Licensee respectively, in accordance with the percentages set forth above. The Hotels shall pay Licensee's allocation of the Usage Fees to Licensee on a monthly basis with in twenty (20) days following the Hotel's receipt of a monthly invoice from Licensee. The Hotel shall provide Licensee with a monthly statement of any credits issued to Guests. (vii) If requested by Licensee, the Hotels shall collect from Guests any applicable taxes levied on or measured by the Usage Fees and forward them as set forth in the monthly invoice from Licensee. Licensee shall remit all such taxes to the appropriate taxing jurisdictions. Licensee shall notify the Hotels of the appropriate tax base, tax rate and exemption policy ("Tax Elements") to apply to the Usage Fee and of any changes to these Tax Elements. The Hotel will incorporate these Tax Elements into its billing systems and cause them to be applied to the Usage Fees. The ultimate responsibility for the collection and/or payment of any taxes, interest, and/or penalty levied on or measured by the Usage Fees shall be that of Licensee. (viii) If Licensor collects Licensee's Usage Fee through a collection agency or through legal action, Licensor need only remit to Licensee the net amount collected after deducting Licensor's costs of collection and the Hotel's appropriate allocation of Fees. (ix) Notwithstanding anything to the contrary contained in this Agreement, the addenda, riders or schedules, the parties agree to adjust Usage Fees as necessary at either the individual hotels or collectively as the case may be to accurately reflect the "market rate" for the Service. 5. INSTALLATION AND OPERATING PROCEDURES ------------------------ a. Licensee shall operate the Equipment during the Term hereof in compliance with all present and future rules and regulations imposed by any local, state or federal authority having jurisdiction with respect thereto (including, without limitation the rules and regulations of the FCC and the Federal Aviation Administration (the "FAA"). Licensee shall promptly forward to Licensor copies of all applications for all FCC operating licenses (if required) and copies of other licenses which it has been issued pertinent to this License. Licensee shall have at all times any licenses, permits and approvals necessary for the installation or operation of the Equipment. Licensor shall cooperate with Licensee in securing licenses, permits and approvals. Prior to installation of the Equipment, or any modification or changes to or removal of the Equipment, if any, Licensee shall comply with the following: (i) Licensee shall submit in writing all plans for such installations, modifications or changes for Licensor's approval. No other equipment shall be added to the Licensed Area without Licensor's prior written consent. 4
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(ii) Prior to commencement of any work, Licensee shall obtain Licensor's prior written approval and any required approvals of all federal, state and local agencies. If requested, Licensee shall promptly deliver to Licensor written proof of compliance with all applicable federal, state and local laws, rules and regulations in connection with any installations, modifications or changes to or removal of the Equipment. (iii) All of such modifications, installations, changes or removal work shall conform to Licensor's design specifications, weight and windload requirements, and shall not interfere with any other radio communications systems and equipment located in and upon the Licensed Area, and shall be in compliance with all applicable local, state and federal government requirements, including but not limited to zoning, FAA and FCC specifications. (iv) All of the wireless access Equipment shall be clearly marked with waterproof lables to show Licensee's name, address, telephone number and the name of the person to contact in case of emergency, FCC call sign, frequency and location (if any). All coaxial cable relating to the wireless access Equipment shall be identified in the same manner at the bottom and top of the line. The Equipment shall be installed in a manner so as to be reasonably inaccessible to unauthorized persons and to pose no hazard to safety of life or property with respect to persons or property on or about the site. b. Licensor reserves the absolute right to withhold approval in all matters where Licensor's approval is required, if Licensor should determine (in its sole discretion), that a possibility or a threat of interference or other disruption to the business of the Hotel or Licensor or to other existing, licensee(s) or tenants exists. c. Licensor shall provide at its sole cost electric power in accordance with Paragraph 8 of the Riders. d. In the event a zoning variance is required at any Hotel in connection with the installation or modification of Licensee's wireless access Equipment, Licensor shall have the right, at its sole discretion, to either (i) cancel this Agreement as to that specific Hotel, or (ii) allow Licensee at Licensee's sole cost and expense, to obtain such variance. Should Licensee not obtain such variance within thirty (30) days, Licensor shall have the right to cancel this Agreement at the end of such thirty (30) days. e. In order to assure Licensee's compliance with the provisions of this Agreement, the plans and specifications for Licensee's wireless access Equipment and any modifications thereto shall be submitted to engineers and consultants selected by Licensor for review and approval. Licensee shall reimburse Licensor for Licensor's reasonable out of pocket expenses incurred in connection with such review and approval. All work performed at the site 5
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in connection with the installation and modification of Licensee's wireless access Equipment shall be performed in a workmanlike manner by contractors approved by Licensor, at Licensee's expense and all subcontractors shall be properly licensed. f. If access is required by Licensee to the Licensed Area in the Hotels, Licensee shall provide twenty-four (24) hours prior notice to the Director of Property Operations or the Manager on Duty at such Hotel for such access. In the event of an emergency Licensee may have access to the Equipment on a twenty-four (24) hour basis with reasonable notice to the above Hotel officials. Access shall not be unreasonably denied by Licensor. 6. INTERFERENCE ------------ a. The installation, operation and/or removal of Licensee's Equipment shall not interfere by way of electromagnetic, radio, microwave or any other transmission or emission, electrically, or in any other manner whatsoever, including health effects with the equipment, facilities, operations or guests of Licensor, any present or future licensee, tenant of Licensor in the Hotel at which the site is located, or any other third party, including, but not limited to, any radio systems operated by the Hotel, no matter where or when such systems are installed. Notwithstanding anything in this Agreement to the contrary, it is expressly understood and agreed that if the installation, operation or removal of Licensee's Equipment shall interfere with Licensor's facilities or operations, or any other radio communications systems and equipment at any time, Licensee shall, upon request (verbal or otherwise), immediately suspend its operations and do whatever Licensor deems necessary to eliminate or remedy such interference. If Licensee is unable to rectify the interference within thirty (30) days, then Licensor, upon the expiration of the thirty (30) day cure period, at its option, may terminate this Agreement as to that specific Hotel, disconnect power and require Licensee to remove any and all of the Equipment at Licensee's sole cost and expense, or Licensor may (without termination of the Agreement) eliminate or remedy such interference at Licensee's sole cost and expense. Licensee's duty to pay all fees required under this Agreement shall continue through any cure period and despite any suspension of Licensee's operations pursuant to this paragraph. b. Nothwithstanding the provisions of subparagraph c. below, Licensee acknowledges that Licensor has licensed, and/or will continue to license access for other types of equipment and services at the Hotels to third parties. Licensee accepts this License with this knowledge and waives any and all claims against Licensor resulting from or attributable to interference caused by presently existing facilities or methods of operation employed by Licensor in its business upon any Hotel. Licensee also waives any and all claims against Licensor and against any other licensee or tenant of Licensor because of interference resulting to Licensee by virtue of equipment, facilities or operations employed by Licensor or by any other licensee or tenant of Licensor in its business upon the site. In the event that any such interference occurs, Licensee's sole remedy, in lieu of any and all other remedies at law, or in equity, shall be to 6
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terminate this Agreement as to that specific Hotel at any time thereafter by giving Licensor thirty (30) days prior written notice to that effect, and such termination shall be effective at the end of such thirty (30) day period. Licensee shall pay to Licensor any fees due for the period up to the termination of this Agreement. Any advance fee payments for periods after the termination of this Agreement will be reimbursed to Licensee. c. The foregoing notwithstanding and without modifying Licensee's sole remedy listed above, Licensor shall use commercially reasonable efforts to prevent future installations from interfering with Licensee's Equipment or the provisions of the Service. 7. MAINTENANCE AND REMOVAL OF LICENSEE'S EQUIPMENT: SITE MAINTENANCE ----------------------------------------------------------------- a. Licensee, at its sole cost and expense, shall be responsible for the maintenance of the Equipment and improvements, if any, at the Hotels and shall keep all areas neat and clean, in accordance with all applicable laws and regulations and this Agreement. Licensee shall not create any nuisance, interfere with, annoy or disturb any other licensee of Licensor or any licensee, tenant or guest of the Hotels. Licensor, at its sole cost shall maintain the site in good repair to permit Licensee to use the Licensed Area at the site as intended by the parties as embodies in this Agreement. Licensor shall have no obligation to obtain licenses for Licensee, maintain, insure, operate or safeguard Licensee's Equipment. All maintenance work shall be subject to prior approval of Licensor and shall be performed by contractors, previously approved by Licensor, such approvals not be unreasonably withheld or delayed. In the event Licensor, in its opinion, determines that any structural modifications or repairs need to be made to any portion of a specific Hotel as a result to the presence of Licensee's Equipment or other improvements, Licensor shall have the right to (i) terminate this Agreement as to that specific Hotel by giving written notice to Licensee, or (ii) notify Licensee of needed modifications and repairs, and Licensee at its sole cost and expense shall immediately make all such noticed modifications or repairs in accordance with the terms of this Agreement. b. Provided that Licensee is not in default in the performance of its obligations hereunder, at the expiration of this Agreement or earlier termination thereof, Licensee may remove all Licensee's Equipment at Licensee's sole cost and expense in accordance with the terms of this Agreement. Any and all removal of Licensee's Equipment shall be performed by a contractor previously approved in writing by Licensor and in accordance with a previously approved removal plan, performed in a workmanlike manner, without creating any interference, damage or destruction to any other equipment, structures or operations at the Hotels or to any other equipment of other licensees thereon ordinary wear and tear excepted. If Licensee fails to remove such Equipment within sixty (60) days following termination of this License, Licensor may in each instance remove the Equipment at Licensee's expense. All such interference or damage caused to the Hotels or Equipment of other licensees shall be immediately repaired or 7
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eliminated by Licensee. In the event Licensee fails to make such repairs within five (5) days Licensor may perform all the necessary repairs at Licensee's cost and expense and such sum shall be immediately due upon the rendering of an invoice as an additional fee hereunder. The foregoing notwithstanding, Licensee shall not remove jacks placed in Guest Rooms or wiring installed in electrical closets, subceilings or attic spaces. In all instances, such wiring and jacks shall become property of Licensor. 8. HAZARDOUS SUBSTANCES -------------------- a. Licensee represents, warrants and covenants that it will conduct its activities at the Hotels in compliance with all applicable Environmental Laws (as hereinafter defined). Licensor represents, warrants and agrees that it will conduct its activities at the Hotels in compliance with all applicable Environmental Laws. b. Licensee agrees to defend, indemnify and hold Licensor harmless from and against any and all claims, causes of action, demands and liability including but not limited to damages, costs, expenses, assessments, penalties, fines, losses,judgments and attorneys' fees that Licensor may suffer due to the existence or discovery of any Hazardous Substance (as hereinafter defined) at the Hotels or the migration of any Hazardous Substance to other properties or released into the environment, that are caused by or result from Licensee's activities at the Hotels. c. Licensor agrees to defend, indemnify and hold Licensor harmless from and against any and all claims, causes of action, demands and liability including but not limited to damages, costs, expenses, assessments, penalties, fines, losses,judgments and attorneys' fees that Licensor may suffer due to the existence or discovery of any Hazardous Substance (as hereinafter defined) at the Hotels or the migration of any Hazardous Substance to other properties or released into the environment, that are caused by or result from Licensee's activities at the Licensed Area. d. The indemnifications in this Paragraph 8 shall survive the expiration or earlier termination of this Agreement. e. As used in Paragraph 8, "Environmental Laws" means all federal, state and local environmental laws, rules, regulations, ordinaces, judicial or administrative decrees, orders, decisions authorizations or permits pertaining to the protection of human health and/or the environment, incuding but not limited to, the Resource Conservation and Recovery Act, 42 U.S.C. (Section) 6901 et seq., the Clean Air Act, 42 U.S.C. (Section) 7401 et seq., the Emergency Planning and Community Right to Know Act 42, U.S.C. (Section) 1101 et seq., the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. (Section) 9601 et seq., the Toxic Substances Control Act, 15 U.S.C. (Section) 2601 et seq., the Oil Pollution Control Act, 33 U.S.C. and any other 8
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comparable local, state or federal statute or ordinance pertaining to the environment or natural resources and all regulations pertaining thereto. This definition includes all federal, state and local land use laws dealing with environmental sensitivity, including, but not limited to, laws regarding wetlands, steep slopes, aquifers, critical or sensitive areas, shore lines, fish and wildlife habitats or historical or archeological significance. f. As used in this Paragraph 8, "Hazardous Substance" means any hazardous substances as defined by the Comprehensive Environmental Response, Compensation and Liability Act, as amended from time to time; any hazardous waste as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time; any and all materials or substances defined as hazardous pursuant to any federal, state or local laws or regulations or orders and any substance which is or becomes regulated by any federal, state or local governmental authority; any oil petroleum products and their by-products. 9. INSURANCE --------- For each of the (applicable) Hotels, Licensee shall maintain in force during the term of this License Agreement, at its own expense with responsible insurance companies that have an A.M. Best Company rating of "A VIII" or better, policies public liability insurance, including commercial general and automobile liability insurance, insuring the contractual liability of Licensee under this Paragraph, in an amount not less than TWO MILLION AND NO/100THS DOLLARS ($2,000,000) per occurrence. Licensee shall also provide worker's compensation in an amount not less than the statutory requirements required by the State and employers liability coverage in the amount of ONE MILLION DOLLARS ($1,000,000) per accident, per disease policy limit and per disease per employee covering all employees of Licensee. All policies will name Hilton Hotels Corporation, the Hotels and other entity listed on each of the Riders as may be executed by the Parties from time to time, as "Additional Insureds." All policies of insurance shall be considered primary of any existing similar insurance carried by Licensor, Hotel or Licensee. Licensee shall provide the Licensor with Certificates of Insurance carried by Licensee. If requested by the Hotels, Licensee shall furnish certified copies of insurance carried. Copies of said Certificates of Insurance or certified policies of Insurance shall be delivered to the offices of Licensor and the Hotel by Licensee and must be kept current during the term of this Agreement. No Policy of Insurance shall be canceled or materially changed without thirty (30) days prior written notice to the Hotel. 10. INDEMNITIES ----------- a. Licensee hereby agrees to indemnify, defend and hold Licensor, their hotels, partners, subsidiaries, affiliates, franchises, and allied companies and each of their officers, directors, agents, contractors, subcontractors and employees (collectively, 9
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"Indemnitees") harmless from and against any and all claims, liabilities, damages, fines penalties or costs of whatsoever nature (including reasonable attorneys' fees), and whether or not occurring during the term hereof or occasioned or contributed to by the negligence of Licensor, a Hotel, or any agent or employee of the Indemnitees, or any of them (except as and to the extent otherwise prohibited by applicable law), arising out of or in any way connected with, and whether by reason of death of or injury to any person or loss of or damage to any property or otherwise, arising out of or in any way connected with actions or omissions of Licensee under this Agreement. Licensee's representations, warranties, covenants agreements and licenses hereunder, the services provided by Licensee or any Licensees or other subcontractors, of Licensee hereunder or any related act of failure to act by Licensee, its agents, licensees, subcontractors, servants employees or invitees, including without limitation the use of the Licensed Area and any allegation that the Equipment or any part of them infringes any rights of any other person, including without limitation copyright, patent, trade secret, trademark, artist rights, droit moral, privacy, publicity or other intellectual property laws, whether or not occurring during the term hereof or occasioned or contributed to by the negligence of an Indemnitee or an agent or employee of the Indemnitees, or any of them (except as and to the extent prohibited by applicable law). In the event that any claim is made or any action or proceeding is brought against the Indemnitees, or any of them, arising out of or connected with this Agreement, any such Indemnitees may be notice to Licensee, elect to require Licensee, at Licensee's expense, to resist such claim or take over the defense of any such action or proceeding and employ counsel for such purpose, such counsel to be subject to the prior approval of such Indemnitee. b. If the Service's system or any part thereof, furnished by Licensee to the Hotels becomes, or in the opinion of Licensee may become, the subject of any claim, suit or proceeding for infringement of any United States patent or copyright, or in the event of an adjudication that such product or part infringes any United States patent or copyright, or if the use, lease or sale of such product or part is enjoined, Licensee shall elect and implement one of the following options at its expense: (1) procure for the Hotel the right under such patent or copyright to use, lease or sell, as appropriate, such system or part, or (2) replace, modify, or remove such system or part. If the Hotels or Licensor determines, in its sole discretion, that such replacement, modification, or removal of the system or part has a significant negative impact on the overall functioning of the Service, the Hotels or Licensor have the right to terminate this Agreement thirty (30) days after giving written notification to Licensee of such intention to terminate. In the event of such termination, Licensee agrees to remove the Service as provided herein. c. Licensee represents and warrants that (i) the Client-Server Software does not contain any viruses, disabling code, or similar devices which are designed to damage the Hotel's data, software, or hardware, or to interfere with the Hotel's use of the Client Server-Software, (ii) the Client-Server Software will function substantially in accordance with its 10
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specifications, (iii) Licensee has all rights necessary to grant the rights set forth in this Agreement, and (iv) the Client-Server Software will, without adverse effect, (A) function on and after January 1, 2000, and (B) process, store and otherwise handle data containing or depending upon dates and after January 1, 2000. d. Licensor shall indemnify and hold Licensee harmless from and against any and all claims which the Licensee may suffer, sustain or incur arising from, or based upon Licensor's gross negligence, willful misconduct or failure to act in good faith. 11. LIMITATION ON CONSEQUENTIAL DAMAGES: DISCLAIMER OF WARRANTIES ------------------------------------------------------------- EXCEPT AS EXPRESSLY PROVIDED HEREIN, NO EXPRESS OR IMPLIED WARRANTY IS MADE WITH RESPECT TO THE SERVICES TO BE SUPPLIED BY LICENSEE HEREUNDER, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND LICENSEE DOES NOT WARRANT THE RESULTS OF ANY SERVICES. In particular, Licensor agrees that Licensee will in no event be responsible for any losses or damages of any and every nature (including, but not limited to, consequential losses incurred by Licensor, by any subcontractors, marketing agents, sales representatives, affiliates or employees utilized by Licensor, by any Guests, or by any other party) to the extent due to service outages or interruptions, delays, failure to provide service, or discontinuance of service, and not caused by the fault or negligence of Licensee and/or Licensee's agents, subcontractors, representatives, or affiliates (including, but not limited to, losses or damages of any nature resulting from the loss of data, inability to access the Internet, or inability to transmit or receive information). Except for indemnified claims and except to the extent Licensee, any of its employees, agents and/or contractors are held liable for gross negligence or intentional misconduct, neither party, the Indemnitees, or each of their subsidiaries shall be liable for loss of profits, or indirect, special, incidental or consequential damages, even if such party has been advised of the possibility of such damages. This paragraph shall survive termination of this agreement. 12. LIENS ----- In every instance at the Hotels, Licensee covenants and agrees to keep the equipment and property of Licensor and the Hotels free and clear from any and all liens for work performed or materials furnished hereunder and Licensee agrees to indemnify the Indemnitees from and against any and all costs, expenses, losses and all damage resulting from the filing of any such liens against Licensor and the Hotels or the Licensed Area of Licensor and the Hotels. As a condition to payment hereunder. Licensee shall from time to time, upon request by Licensor or the Hotel, furnish waivers or releases of such liens or receipts in full for all claims for such work or 11
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materials and an affidavit that all such claims have been fully satisfied. 13. OWNERSHIP --------- Ownership of the Equipment and related systems providing the Service shall at all times be and remain vested in Licensee. Any proposed use by Licensor or by any third party of the System or of the Equipment for additional applications shall require the prior approval of Licensee. The Equipment shall not under any circumstances constitute, be or be deemed to be fixtures annexed to Licensor's real property and the Equipment shall at all times be and remain free and clear of any claims, liens, or encumbrances created by Licensor. 14. LICENSOR RIGHT TO ENTER OR GRANT ENTRY -------------------------------------- Licensor shall have the right, without liability to Licensee, to allow a duly authorized officer or agent of a federal, state or local governmental agency, admittance to the Licensed Area at any time and from time to time, as needed or requested by such agency. It is specifically understood that such agency need not obtain a search warrant or provide a subpoena. 15. LICENSEE'S PROPERTY ------------------- All property belonging to Licensee, its employees, agents, or invitees, or any occupant of the Licensed Area that is in the Hotels, or the Licensed Area, shall be there at the risk of Licensee or other person only, and Licensor shall not be liable for damage thereto for theft or misappropriation thereof; further, Licensee shall indemnify and hold harmless Licensor and the Hotels from any claims, causes of action arising from theft or misappropriation of the property belonging to the aforementioned. Nothing herein to the contrary shall require Licensee to indemnify or hold harmless Licensor for the intentional tortious acts of Licensor's employees or agents. The burden of proving such intent shall be upon Licensee. 16. TERMINATION ----------- a. This Agreement shall be subject to termination by Licensor either at each of the (applicable) Hotels or in general as defined below upon the occurrence of any of the following events: (i) At the Hotels, if Licensee shall fail to pay the sums to Licensor called for in Paragraph 4 hereof and such failure continues for five (5) business days after written notice that the same is due; (ii) At the Hotels, if Licensee shall violate or breach any of the material terms, conditions or covenants hereof and shall not remedy such violation or breach 12
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within ten (10) days after written notice by Licensor to Licensee of such violation or breach. (iii) At the Hotels, if Licensee's operation and use of the Licensed Area shall at any time violate or fail to conform to covenants and conditions established herein or reasonable standards and practices as may be modified or supplemented by Licensor from time to time in writing to Licensee, and such noncompliance is not cured within ten (10) days after written notice by Licensor to Licensee of such noncompliance (provided that if the nature of such noncompliance is curable but that the same cannot with due diligence be cured within ten (10) days. Licensee shall not be deemed to be subject to termination, if it shall within such ten (10) day period commence curing and thereafter diligently prosecutes the same to completion; (iv) In general, if Licensee shall make an assignment for the benefit of creditors or file a voluntary petition in bankruptcy or be adjudged insolvent or shall admit in writing its inability to meet its obligations as they mature, or if a permanent receiver of all or any portion of Licensee's property shall be appointed in any judicial proceeding, or there shall be entered against it an order adjudicating it a bankrupt or insolvent or an order appointing a liquidator, receiver or trustee for it or all or substantially all of its assets or approving as properly filed against it a petition seeking reorganization, arrangement or other proceeding under any bankruptcy or other law for the relief or debtors, which order shall continue unstayed and in effect for, or which proceeding shall not be terminated and Licensee released from such proceeding within thirty (30) days, or if Licensee shall attempt to assign or encumber this Agreement or permit any other person, firm or corporation to conduct the business or Services provided for hereunder; (v) At the Hotels, if any statute, ordinance, rule or regulation hereafter promulgated by any legislative body or agency having jurisdiction over the Licensee shall prohibit the operation of the Licensed Area by Licensee as provided for herein, provided that Licensee shall first be given a reasonable opportunity to modify its operation of the Licensed Area so as to comply with any such statute, ordinance, rule, or regulation; or, (vi) At the Hotels, in the event that: (1) The premises upon which the Licensed Area is located should be sold; (2) Licensor should assign its rights to the site to a third party, or (3) Licensor proposes, or is required for any reason to structurally renovate or demolish the Hotel or a substantial portion thereof which includes all or a portion of the Licensed Area, then Licensor shall have the right, upon not less than one hundred eighty (180) days prior written notice to Licensee, to terminate this Agreement. In such event Licensor shall reimburse Licensee's unamortized installation expense calculated at an initial expense of $185.00 per installed room (guest or meeting), such amortizaiton shall be "straight line" method using the Initial Term as the period of full amortization. 13
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(vi) In general, if during the Term or Extended Term or this Agreement, Licensor reasonably expects to be at a competitive disadvantage because of a commercially available and nationally available system substantially similar to the Service that is faster, more reliable, has easier end-user connectivity, and is less expensive than Licensee's system. If such failure is curable by upgrading all or a portion of the Equipment, then Licensee shall have not more than one hundred twenty days (120) to perform such work at the Hotels and demonstrate to Licensor's reasonable satisfaction, and on terms acceptable to Licensor, that the system is technologically equivalent and reasonably competitive. b. At the Hotels, this Agreement shall be subject to termination by Licensee upon the occurrence of a violation or breach of any of the material terms, conditions or covenants hereof by Licensor and shall not remedy such violation or breach within thirty (30) days after written notice by Licensee of such violation. 17. HOLDING OVER ------------ In every instance at the Hotels, if Licensee, with Licensor's consent, leave the Equipment in the Licensed Area after expiration or termination of the Term, or after the date in any notice given by Licensor to Licensee terminating this License, such event shall be deemed to be a month-to-month holdover terminable on thirty (30) days notice given at any time by either party. All provisions of this License except those pertaining to the term of this License shall apply to the month-to-month holdover. In every instance at the Hotels and in general, if Licensee, without Licensor's consent, leaves its Equipment in the Licensed Area after expiration or termination of the term, or after the date in any notice given by Licensor to Licensee terminating this License, Licensee shall pay to Licensor fees at double the rate as defined in Paragraph 4 hereof, for the time Licensee thus remains in the Licensed Area, and in addition thereto, shall pay Licensor all direct and consequential damages sustained by reason of Licensee's retention of the Licensed Area, including Licensor's attorney's fees. 18. SUBLICENSING AND ASSIGNMENT --------------------------- Licensee may not sublicense the Licensed Area or assign the Agreement or any rights and obligations hereunder without prior written consent of the Licensor given or withheld in its sole discretion, provided, however, that if Licensee is not in breach hereunder, Licensor shall not unreasonably withhold its consent to an assignment to and assumption by a proposed sublicensee that succeeds to substantially all of Licensee's business, operations, responsibilities and liabilities (as used herein the term "substantially all" shall include but not be limited to each and every License Agreement by and between Licensee and Licensor and any Hilton franchised hotels contracting with Licensee at the time of the proposed assignment or 14
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sublicense), and (a) is in compliance with Paragraph 24, (b) provides reasonably satisfactory financial, technical and other professional assurances of its ability to perform throughout the term hereof, (c) is not otherwise restricted under Licensor's other, third party contracts at the time of proposed assignment, and (d) executes and delivers to Licensor an assignment and assumption agreement in Licensor's then standard form. Subject to the foregoing, the conditions, covenants and agreements in the foregoing Agreement to be kept and performed by the parties hereto shall bind and inure to the benefit of their successors and assigns. In connection with any such transfer to which Licensor may consent. Licensee agrees to furnish Licensor with copies of all documents, and subsequent amendments thereto, executed in connection with such transfer. Any consent of Licensor to a subletting, assignment or transfer of control shall be deemed to be a consent to the initial subletting, assignment or transfer of control and shall not be deemed to be a consent to any further subletting, assignment or transfer of control. Further, notwithstanding any permitted subletting or assignment, the Licensee hereunder shall at all times remain fully responsible and liable for the payment of Fees hereunder and for compliance with all of Licensee's obligations under the terms, provisions and covenants of this License Agreement. 19. RELOCATION OF LICENSED AREA AND OR THE EQUIPMENT ------------------------------------------------ Licensor hereby reserves the right at the Hotels on ninety (90) days notice to require Licensee, to relocate all or a portion of the Equipment at any time during the Term or Extended Term to a reasonably comparable location as follows: (i) at Licensee's sole cost and expense, for the relocation of any particular portion of Licensee's Equipment on one (1) occasion per Hotel during the Initial Term hereof; or (ii) at Licensor's expense for any subsequent relocation (of such previously relocated Equipment) per Hotel during the Initial Term. 20. NATURE OF LICENSE ----------------- The License granted hereby is a non-exclusive license for Licensee to use the Licensed Area solely as required to perform its obligations hereunder, revocable according to the terms hereof. In no event shall this License be deemed or construed to run with the land or create or vest any easements or other rights in any of Licensor's Hotels or properties. Licensee agrees that no permanent or possessory interest shall accrue to Licensee or its licensees in Licensor's Hotels or properties at any time or by exercise of the permission given hereunder, and that Licensee shall not claim any such interest in any of Licensor's Hotels or properties. THIS LICENSE DOES NOT CREATE ANY RECORDABLE INTEREST AND SHALL NOT BE RECORDED IN ANY OFFICIAL RECORDS. 15
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21. NOTICES ------- Whenever, by the terms of this Agreement, or otherwise, notice is required or desired to be given, such notice shall be effective only if in writing and served personally, via facsimile or sent by certified mail or registered mail, postage prepaid as follows: (a) If intended for Licensor, addressed to the attention of General Manager at the Hotel address as listed in the Rider, with a copy to Licensor's General counsel at: Hilton Hotels Corporation 9336 Civic Center Drive Beverly Hills, CA 90210 (310) 278-4321 or such other address as may from time to time hereafter be designated by Licensee by like notice. (b) If intended for Licensee, addressed to the attention of Licensee's General Counsel at: CAIS, Inc. 1232 22nd St., NW Washington, D.C. 20037 Phone: (202) 463-8500 Fax: (202) 463-7190 or to such other address as may from time to time hereafter be designated by Licensee by like notice. All notices utilizing the U.S. Mail shall be deemed given four (4) business days after the postmark thereof, if by facsimile then it shall be deemed given one (1) business day after transmission, if served personally then it shall be deemed given the day served. 22. DEFAULT UNDER OTHER LICENSE --------------------------- Intentionally omitted. 23. ACCESS TO THE SERVICES ---------------------- 16
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Licensee will use its best efforts to insure that usage and access to the Service is consistently in good operation and is available to the Hotel's Guests at a minimum of 95% of the time when access or usage is attempted. If requested by Licensor, within twenty (20) days after the end of each month. Licensee will provide Licensor with a written report showing the total number of Usage access connections attempted and completed during the previous month for the purpose of insuring access availability. 24. REPRESENTATIONS AND WARRANTIES OF LICENSEE ------------------------------------------ Licensee represents and warrants that there are no agreements or arrangements, whether written or oral, that would be breached by Licensee upon execution of this Agreement or that would impair or prevent Licensee from rendering the Services to Licensor during the term hereof, and Licensee further represents, warrants, covenants and agrees that it has and will maintain throughout the term hereof all qualifications required to perform its Services hereunder, and that it has not made and will not make any commitment or do any act in conflict with this Agreement. Licensee shall promptly provide Licensor with all information reasonably requested by Licensor or its Compliance Committee with respect to Licensee and its affiliates including their respective officers, directors or shareholders. The information requested may include but not necessarily be limited to financial condition, personal and family background, litigation, indictment, criminal proceedings and the like in which any of the aforementioned may have been involved (collectively, the "Requested Information"), solely in order for Licensor to determine that the Requested Information does not disclose any fact which might adversely affect, in any manner, any gaming licenses or permits held by Licensor or its affiliates or the current stature of Licensor or its affiliates with any gaming commission, board or similar regulatory agency. 25. INDEPENDENT CONTRACTOR ---------------------- In connection with this Agreement each party is an independent contractor and as such will not have any authority to bind or commit the other. Nothing herein shall be deemed or construed to create a joint venture, partnership or agency relationship between the parties for any purpose. 26. DRAFTING AND PREPARATION ------------------------ Each party has cooperated and participated in the drafting and preparation of this Agreement. Therefore, if any construction is to be made of this Agreement of any of its terms, both parties shall be construed to be equally responsible for the drafting and preparation of same. 27. MISCELLANEOUS ------------- 17
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a. This Agreement is made subject to all local, state and federal laws and regulations now or hereafter in force, and shall not be modified or extended (other than as set forth, herein) except by an instrument duly signed by Licensor and Licensee and approved by Licensor. Waiver of a breach of any provisions hereof under any circumstances will not constitute a waiver of any subsequent breach of such provision, or of a breach of any other provision of this Agreement. b. Licensor and Licensee represent and warrant to each other than no broker's involved in connection with this transaction and each party agrees to indemnify and hold the other harmless from and against the claims of any broker (if any), made in connection with this transaction. c. This License shall be governed by and constructed in accordance with the laws of the state in which the specific Hotel in question is located. d. This License shall be binding upon the parties, and their permitted successors and assigns. e. Licensor and Licensee agree to do any further acts and execute such additional documents as the other may reasonably require to confirm this License and carry out the purpose of this License. f. During the Term, Licensee shall supply the underlying dedicated Internet connectivity for the Service between Licensee and the Hotels. Licensee shall be responsible for the costs associated with the installation of the dedicated connection to the Hotels. In some, but not all instances, depending on geographic location, topology and other factors, Licensee may provision the required local dedicated connections to the Hotels through wireless broadband links. Licensor reserves the right of approval of such wireless systems. g. The Hotels acknowledge that in the event that Licensee, at any time, reasonably believes that the System services are being utilized by a Guest in contravention of the terms and provisions of this agreement, Licensee may, at its sole discretion, immediately discontinue any such System services to such Guest without liability. h. Licensee shall provide to the Hotels and end user Guests a 24 hours per day 365 days per year help desk support manned by Internet experienced technicians. This help desk support shall include direct access via a toll free 888 access to answer the Hotels and Guest questions and fix problems as needed. i. Licensee will provide Licensor with an on-site account manager based at Licensor's corporate headquarters, and hired, employed and trained by Licensee. Licensor will 18
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endeavor but is not required to make reasonable office space and facilities available for this account manager at Licensor's offices. The dedicated account manager will perform the following functions: 1. Serve as Liaison between Licensor and Licensee. 2. Manage overall relationship. 3. Act as single point of contact for Licensor and the Hotels. 4. Promote quality control. j. Provided that Licensee has fully and faithfully kept and performed all of the terms, conditions, and covenants contained herein. Licensor agrees that the Licensee shall be the "preferred" supplier of the Service at the Hotels and shall receive preferred selection of, and positioning within, the individual Hotels within the Hilton Hotels Corporation System. k. Either party's delay in, or failure of, performance under this Agreement shall not constitute a default where such delay or failure is caused by elements of nature, fire or other catastrophe, fluctuations in third party telecommunications equipment and lines and power supplies, organized work stoppage, or acts of government or agencies thereof outside such party's reasonable control. In any such event, each party will be excused from any further performance or observance of the obligations so affected only for as long as such circumstances prevail and each party continues to use commercially reasonable efforts to recommence performance or observance as soon as practicable. 28. SEVERABILITY ------------ It is agreed that if any provision of this License shall be determined to be void by any court of competent jurisdiction, then such determination shall not affect any other provision of this License and all such other provisions shall remain in full force and effect; and it is the intention of the parties hereto that if any provision of the license is capable of two constructions, one of which would render the provison void and the other of which would render the provision valid, then the provision shall have the meaning which renders it valid. 29. ENTIRE AGREEMENT ---------------- This Agreement including all exhibits, addenda, schedules and riders contain the full and complete understanding of the parties concerning the subjects contained herein and supersedes any and all prior written or oral agreements between the parties and cannot be amended except in writing signed by both parties. 19
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30. DISPUTE RESOLUTION. If there is any dispute, claim or controversy, other than one involving Licensor's right to seek equitable relief, between the parties arising out of or relating to this Agreement (a "Disputed Matter"), the parties shall attempt to amicably resolve such Disputed Matter in good faith. If the initial efforts to resolve such Disputed Matter are not successful, the parties shall submit the Disputed Matter jointly to the respective senior officers of Licensor and Licensee. If such senior officers cannot reach a mutually agreeable resolution of the Disputed Matter within ten (10) business days after reference of the matter to them, either party may elect to have the Disputed Matter settled in accordance with the arbitration procedures detailed in Exhibit B attached hereto. Without limiting the generality of the foregoing, the parties expressly agree that any and all disagreements regarding whether an issue is a Disputed Matter under this Section shall be settled in accordance with the arbitration procedures defined in Exhibit B. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed as of date first above written. Hilton Hotels Corporation, CAIS, Inc., a Delaware corporation a Virginia corporation By: By: /s/ Laura Newman ---------------------------- -------------------------- [Signature Illegible] Laura A. Newman ---------------------------- -------------------------- Its: Senior Vice President Its: Vice President 20
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EXHIBIT "A" TO MASTER LICENSE AGREEMENT DATED DECEMBER 23, BY AND BETWEEN HILTON HOTELS CORPORATION, A DELAWARE CORPORATION, LICENSOR, AND CAIS, INC., A VIRGINIA CORPORATION, LICENSEE. LIST OF EQUIPMENT TO BE INSTALLED BY LICENSEE --------------------------------------------- 1. CSU/DSU (Channel Service Unit/Digital Service Unit): This device --------------------------------------------------- converts the T1 digital signal into a useable data stream that the router can understand. 2. Router: This is an internetworking device that is responsible for ------ connecting two networks together (i.e. the Hotel network to the Internet Network). 3. Server: This acts as a gateway between the Internet and the hotel. As ------ a gateway, the server allows for controlling traffic and integration into the hotels property management system for billing. The server also provides the necessary services to the end client for seamless Internet connectivity. 4. Switch/Hub: The switch/hub is responsible for aggregating multiple ---------- Ethernet connections into or vise-versa. 5. OverVoice Wiring Block*: This is a wire-terminating block that ----------------------- accommodates the Overvoice Control Unit and the telephone wires. 6. OverVoice Control Unit*: This connects to the Overvoice Wiring Block ----------------------- and is responsible for combining and separating the voice and Ethernet signals to and from the rooms. 7. OverVoice wall jack(s)*: This houses the patented circuitry that ----------------------- splits the telephone and Ethernet signals and directs them to 2 jacks, 1 for the telephone, and 1 for the computer. *Denotes patented technologies specific to the OverVoice system. A-1
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Exhibit B to Master License Agreement (the "Agreement") dated December 23, 1998, by and between Hilton Hotels Corporation, a Delaware Corporation ("HHC"), and CAIS, Inc., a Virginia corporation ("Licensee"). Arbitration Provisions 1. Rules: Jurisdiction. Any Disputed Matter (as defined in the ------------------- agreement to which this exhibit is attached) shall be settled by final and binding arbitration in the City of Los Angeles, California, and, except as herein specifically stated, in accordance with the commercial arbitration rules of the American Arbitration Association ("AAA Rules") then in effect, subject to the provisions of the United States Arbitration Act, 9 U.S.C. & 1 et seq. ------- ("Title 9"). To the extent the AAA Rules conflict with, or are supplemented by, the provisions of Title 9, the provisions of Title 9 shall govern and be applicable. However, in all events these arbitration provisions shall govern over any conflicting rules that may now or hereafter be contained in either the AAA Rules or Title 9. Any judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction of the subject matter thereof. The arbitrators shall have the authority to grant any equitable and legal remedies that would be available in any judicial proceeding instituted to resolve a disputed matter. The parties hereby submit to the in personam -- -------- jurisdiction of the Superior Court of Los Angeles County and the Federal District Court for the Central District of California for purposes of confirming any such award and entering judgment thereon. 2. Compensation of Arbitrators. Any such arbitration shall be --------------------------- conducted before a panel of three arbitrators who shall be compensated for their services at a rate to be determined by the parties or by the American Arbitration Association but based upon normal and reasonable hourly or daily consulting rates for the neutral arbitrator in the event the parties are not able to agree upon his or her rate of compensation. 3. Selection of Arbitrators. Within five (5) business days of ------------------------ notice by a party seeking arbitration under this provision, the party requesting arbitration shall appoint one person as an arbitrator and within fifteen (15) business days thereafter the other party shall appoint the second arbitrator. Except with the other party's prior, express and written consent, no arbitrator may be appointed who is employed by, or who is engaged by, or who has been engaged within one (1) year by, any entity that is a major competitor of either party. Within twenty (20) business days after the appointment of the second arbitrator, the two arbitrators so chosen shall mutually agree upon the selection of the third impartial and neutral arbitrator. The majority decision of the arbitrators will be final and conclusive upon the parties hereto. 4. Payment of Costs. Each party hereby agrees to pay one-half (1/2) ---------------- of the compensation to be paid to the arbitrators in any such arbitration and one-half (1/2) of the costs of transcripts and other expenses of the arbitration proceedings; provided, however, that the prevailing party in any arbitration shall be entitled to an award of reasonable attorneys' fees and costs, arbitrators' fees and costs, fees and costs of expert witnesses and all other costs of B-1
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arbitration to be paid by the losing party. 5. Evidence and Discovery. The parties shall be entitled to conduct ---------------------- discovery proceedings to the fullest extent permissible under California law and the Federal Rules of Evidence. 6. Burden of Proof. For any claim submitted to arbitration, the burden --------------- of proof shall be as it would be if the claim were litigated in a judicial proceeding. All testimony of witnesses shall be taken under oath and shall be subject to the Federal Rules of Evidence. 7. Judgment. Upon the conclusion of any arbitration proceedings, -------- hereunder, the arbitrators shall render findings of fact and conclusions of law and a written opinion setting forth the basis and reasons for any decision reached by them and shall deliver such documents to each party to the Agreement along with a signed copy of the award. 8. Terms of Arbitration. The arbitrators chosen in accordance with these -------------------- provisions shall not have the power to alter, amend or otherwise affect the terms of these arbitration provisions or the provisions of the Agreement. 9. Exclusive Remedy. Except as specifically provided in this exhibit or ---------------- in the Agreement, arbitration shall be the sole and exclusive remedy of the parties for any disputed matter arising out of such agreement. 10. Arbitration Confidential. Neither party will disclose the existence ------------------------ of any arbitration proceedings hereunder, nor the outcome thereof, except; (i) insofar as such disclosure is reasonably necessary to carry out and make effective the terms of this Agreement, including without limitation, pleadings or other documents filed seeking entry of judgment upon an award of the arbitrators; (ii) insofar as a party hereto is required by law to respond to any demand for information from any court, governmental entity, or governmental agency, or as may be required by federal or state securities laws; (iii) insofar as disclosure is necessary to be made to a party's independent accountants for tax or audit purposes; (iv) insofar as disclosure is necessary to be made to a party's attorneys for purposes of rendering advice or services relating to this Agreement; and (v) insofar as the parties may mutually agree in writing. B-2
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Schedule 1 to Master License Agreement (the "Agreement") dated December 23, 1998, by and between Hilton Hotels Corporation, a Delaware corporation ("HHC"), and CAIS, Inc., a Virginia corporation ("Licensee"). List of Hotels Corporate Owned or Managed ----------------------------------------- [Enlarge/Download Table] Legal Name City State Country Total Rms ---------- ---- ----- ------- --------- More than 1,000 Rooms Hilton Hawaiin Village Honolulu HI US 2545 Hilton New York & Towers New York NY US 2040 Hilton San Francisco & Towers San Francisco CA US 1896 Palmer House Hilton Chicago IL US 1639 Hilton New Orleans Riverside New Orleans LA US 1600 Hilton Anaheim & Towers Anaheim CA US 1572 Hilton Chicago & Towers Chicago IL US 1544 The Waldorf=Astoria New York NY US 1330 Hilton Waikoloa Village Waikoloa HI US 1240 Hilton Los Angeles Airport Los Angeles CA US 1236 Hilton Atlanta & Towers Atlanta GA US 1222 Fontainebleau Hilton Resort & Towers Miami Beach FL US 1206 Hilton Washington & Towers Washington DC US 1118 500 - 999 Rooms Hilton Chicago O'Hare Airport Chicago IL US 853 Hilton Minneapolis & Tower Minneapolis MN US 821 Hilton in the WALT DISNEY WORLD RESORT Lake Buena Vista FL US 814 Hilton Pittsburgh & Towers Pittsburgh PA US 713 Pointe Hilton South Mountain Resort Phoenix AZ US 638 Hilton Anchorage Anchorage AK US 591 Pointe Hilton Tapatio Cliffs Resorts Phoenix AZ US 585 Hilton Beverly Hills Beverly Hills CA US 581 Pointe Hilton Squaw Peak Resort Phoenix AZ US 563 Millenium Hilton Next to the World Trade Center New York NY US 561 Capital Hilton Washington DC US 544 Hilton Atlanta Airport & Towers Atlanta GA US 503 Hilton Miami Airport & Towers Miami FL US 500 300 - 499 Rooms Hilton Burbank Airport & Convention Center Burbank CA US 486 Hilton Turtle Bay Resort Kahuku-Oahu HI US 485 Hilton Palacio del Rio San Antonio TX US 481 Hilton McLean Tysons Corner McLean VA US 458 Hilton Portland Portland OR US 455 Hilton Rye Town Rye Breck NY US 437 Hilton Charlotte & Towers Charlotte NC US 407 Hilton East Brunswick & Towers East Brunswick NJ US 405 Hilton DFW Lakes Executive Conference Center Grapevine TX US 385 Hilton Long Beach Long Beach CA US 366 Hilton Newark Airport Elizabeth NJ US 365 S-1
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[Enlarge/Download Table] Legal Name City State Country Total Rms ---------- ---- ----- ------- --------- Hilton Oakland Airport Oakland CA US 363 Hilton San Diego Resort San Diego CA US 357 Ali'l Tower at the Hilton Hawaiian Village Honolulu, Oahu HI US 348 Hilton New Orleans Airport Kenner LA US 317 Hilton Short Hills Short Hills NJ US 301 Less than 299 Rooms Hilton Pasadena Pasadena CA US 291 Hilton Tarrytown Tarrytown NY US 246 Hilton Suites Anaheim/Orange Orange CA US 230 Hilton Suites Phoenix Phoenix AZ US 226 Hilton Suites Auburn Hills Auburn Hills MI US 224 Hilton Suites Oakbrook Terrace Oakbrook Terrace IL US 212 Hilton Suites Brentwood Brentwood TN US 203 The Waldorf Towers New York NY US 198 Hilton Inn Southfield Southfield MI US 195 Hilton Seattle Airport Seattle WA US 178 The Fontainbleau Towers Miami Beach FL US List of Hotels Franchised ------------------------- More than 1,000 Rooms None 500 - 999 Rooms Hilton Sandestin Beach & Golf Resort Destin FL US 598 Hilton Washington Dulles Airport Herndon VA US 598 Hilton Parsippany Parsippany NJ US 510 300 - 499 Rooms Hilton Milwaukee City Center Milwaukee WI US 478 Hilton Universal City & Towers Universal City CA US 469 Hilton Baltimore & Towers Baltimore MD US 439 Hilton Clearwater Beach Resort Clearwater FL US 426 Hilton Guadalajara Guadalajara MX 422 Hilton Arlington Park Arlington Heights IL US 420 Hilton Cherry Hill Cherry Hill NJ US 408 Hilton Montreal Bonaventure Montreal CA 395 Hilton Fort Lauderdale Airport Dania Beach FL US 388 Hilton Hartford Hartford CT US 388 Hilton Crystal City at National Airport Arlington/Crystal VA US 386 Hilton San Antonio Airport & Conference Center San Antonio TX US 386 Hilton Boston Back Bay Boston MA US 385 Hilton Inn Sunnyvale Sunnyvale CA US 372 Hilton Torrance/South Bay Torrance CA US 371 Hilton Springfield Springfield IL US 367 Hilton Salt Lake City Salt Lake City UT US 362 Hilton San Jose & Towers San Jose CA US 354 Hilton San Diego Mission Valley San Diego CA US 350 Hilton Kansas City Airport Kansas City MO US 347 Hilton Harrisburg & Towers Harrisburg PA US 341 Hilton Valley Forge King of Prussia PA US 340 Hilton North Raleigh Raleigh NC US 338 Hilton Woodcliff Lake Woodcliff Lake NJ US 336 S-2
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[Download Table] Hilton St. Petersburg St. Petersburg FL US 333 Hilton Philadelphia Airport Philadelphia PA US 331 Hilton Sacramento Arden West Sacramento CA US 331 Hilton Concord Concord CA US 330 Hilton JFK Airport Jamaica NY US 330 Hilton Lafayette & Towers Lafayette LA US 327 Hilton Oceanfront Resort Hilton Head Island Hilton Head SC US 323 Hilton Orlando Altamonte Springs Altamonte FL US 322 The Seelbach Hilton Louisville Louisville KY US 321 Hilton Woodland Hills & Towers Woodland Hills CA US 318 Hilton Knoxville Knoxville TN US 317 Hilton Newark/Fremont Newark CA US 315 Hilton Dallas Parkway Dallas TX US 310 Hilton Arlington Arlington TX US 309 Hilton Lisle/Naperville Lisle IL US 309 Hilton Ontario Airport Ontario CA US 309 Hilton Denver Tech South Englewood CO US 305 Hilton Houston Hobby Airport Houston TX US 305 Hilton College Station & Conference Center College Station TX US 303 Windsor Hilton Windsor ON CA 303 Hilton Huntington Melville NY US 302 Hilton Gaithersburg Gaithersburg MD US 301 Hilton Wichita Airport Executive Conference Center Wichita KS US 301 Hilton Baton Rouge Baton Rouge LA US 300 Hilton Minneapolis/St. Paul Airport Bloomington MN US 300 Less than 299 Rooms Hilton Fort Lauderdale/Sunrise Sunrise FL US 297 Hilton Cocoa Beach Oceanfront Cocoa Beach FL US 296 Hilton Charleston North North Charleston SC US 296 Meadowlands Hilton Secaucus NJ US 296 Hilton Houston Westchase & Towers Houston TX US 294 Hilton Marco Island Beach Resort Marco Island FL US 294 Hilton Pleasanton at The Club Pleasanton CA US 294 Hilton Tulsa Southern Hills Tulsa OK US 294 Hilton Houston Southwest Houston TX US 292 Hilton Jacksonville & Towers Jacksonville FL US 292 Hilton Waterfront Beach Resort Huntington Beach CA US 290 Hilton Irvine/Orange County Airport Irvine CA US 289 Hilton Salt Lake City Airport Salt Lake City UT US 287 Hilton Beaumont Beaumont TX US 284 Hilton Greensboro Greensboro NC US 281 Hilton Jackson & Conference Center Jackson MS US 278 Hilton Huntsville Huntsville AL US 277 Hilton Atlanta Northeast Norcross GA US 272 Hilton Eugene & Conference Center Eugene OR US 272 Hilton El Paso Airport El Paso TX US 271 Hilton Wilmington Christiana Newark DE US 266 Hilton Albuquerque Albuquerque NM US 264 Hilton East Memphis Memphis TN US 254 S-3
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[Download Table] Hilton St. Louis Frontenac St. Louis MO US 264 Hilton Inn Little Rock Little Rock AR US 263 Hilton Mesa Pavilion Mesa AZ US 263 Hilton Palm Springs Resort Palm Springs CA US 260 Hilton Greenville & Towers Greenville SC US 256 Hilton Phoenix Airport Phoenix AZ US 255 Hilton Newark Gateway Newark NJ US 253 Hilton San Bernardino San Bernardino CA US 251 Hilton Fort Wayne Convention Center Fort Wayne IN US 250 Hilton Scottsdale Resort & Villas Scottsdale AZ US 250 Hilton Dedham Place Dedham MA US 249 Hilton Midland & Towers Midland TX US 249 Hilton Norfolk Airport Norfolk VA US 249 Hilton Palm Beach Airport West Palm FL US 247 Hilton Savannah DeSoto Savannah GA US 246 Hilton Sonoma County/Santa Rosa Santa Rosa CA US 246 Hilton San Diego/Del Mar Del Mar CA US 245 Hilton Springfield Springfield VA US 245 Hilton Northbrook Northbrook IL US 244 Hilton Charlotte University Place Charlotte NC US 243 Hilton Houston Nassau Bay & Marina Houston TX US 243 Hilton Danbury & Towers Danbury CT US 242 Hilton Novi Novi MI US 239 Hilton Tampa Airport Westshore Tampa FL US 238 Hilton Melbourne Airport Melbourne FL US 237 Hilton Seattle Seattle WA US 237 Hilton Fort Lee at the George Washington Bridge Fort Lee NJ US 236 Hilton Knoxville Airport Alcoa TN US 236 Hilton Fayetteville Fayetteville AR US 235 Hilton Tucson East Tucson AZ US 233 Hilton Grand Rapids Airport Grand Rapids MI US 226 Hilton Port of Los Angeles/San Pedro San Pedro CA US 226 Hilton Allentown Allentown PA US 224 Hilton Carson Civic Plaza Carson CA US 224 Hilton Atlanta Northwest Atlanta GA US 222 Hilton Deerfield Beach/Boca Raton Deerfield Beach FL US 221 Hilton Inn North Little Rock Riverfront North Little AR US 220 Hilton St. Louis Airport St. Louis MO US 220 Hilton Oklahoma City Northwest Oklahoma City OK US 218 Hilton Lake Lanier Islands Lake Lanier GA US 216 Hilton Daytona Beach Oceanfront Resort Daytona Beach FL US 214 Hilton Toledo Toledo OH US 213 Hilton Arlington & Towers Arlington VA US 209 Hilton Greater Cincinnati Airport Florence KY US 206 Hilton Monterey Monterey CA US 204 Hilton Akron/Fairlawn Akron OH US 203 Hilton Las Cruces Las Cruces NM US 203 Hilton Whittier Whittier CA US 202 Hilton Hot Springs Convention Center Hot Springs AR US 201 S-4
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Hilton Waco Waco TX US 199 Hilton Southbury Southbury CT US 198 Hilton Woodbridge Iselin NJ US 198 Hilton Ocala Ocala FL US 197 Hilton Durham Durham NC US 194 Hilton Washington Embassy Row Washington DC US 193 Hilton Sioux City Sioux City IA US 193 Hilton Cleveland South Cleveland OH US 191 Hilton Wilmington North Claymont DE US 190 Hilton Santa Maria Santa Maria CA US 190 Hilton Austin North & Towers Austin TX US 189 Hilton Northfield Troy MI US 186 Hilton Mystic Mystic CT US 184 Hilton Houston Plaza Houston TX US 181 Hilton Bellevue Bellevue WA US 180 Hilton Lake Placid Resort Lake Placid NY US 179 Hilton Oshkosh & Convention Center Oshkosh WI US 179 Hilton Charlotte Executive Park Charlotte NC US 178 Hilton Key West Resort & Marina Key West FL US 178 Hilton Wilmington Riverside Wilmington NC US 178 Hilton Oak Lawn Oak Lawn IL US 178 Interstone Partners I, LLP Columbus GA US 177 Hilton Minneapolis North Brooklyn MN US 176 Hilton Suites Lexington Green Lexington KY US 174 Hilton Akron Akron OH US 173 Hilton Pikesville Baltimore MD US 171 Hilton Canton Canton OH US 170 Hilton Lynchburg Lynchburg VA US 167 Houston West Hilton Inn Houston TX US 165 Hilton Milwaukee River Milwaukee WI US 163 Oxnard Hilton Inn Oxnard CA US 160 Hilton Richmond Airport Sandston VA US 160 Hilton Santa Fe Santa Fe NM US 157 Hilton Columbia Columbia MD US 152 Hilton Suites Detroit Metro Airport Romulus MI US 151 Hilton Pearl River Pearl River NY US 150 Hilton Galveston Island Resort Galveston TX US 149 McAllen Airport Hilton Inn McAllen TX US 149 Hilton Greenville Greenville NC US 141 Hilton Palm Beach Oceanfront Resort Palm Beach FL US 134 Hilton Charleston Harbor Resort Mount Pleasant SC US 131 Hilton Mexico City Airport Mexico City MX 129 Hilton Tampa Bay/ North Redington Beach Resort North FL US 125 Hilton Virginia Beach Oceanfront Virginia Beach VA US 124 Hilton Melbourne Beach Oceanfront Indialantic FL US 113 Hilton Longboat Key Beach Resort Longboat Key FL US 102 Hilton University of Houston Houston TX US 86 Sunset Key Guest Cottages at Hilton Key West Resort Key West FL US 37 S-5
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OPTION ADDENDUM Option Addendum to Master License Agreement (the "Agreement") dated December 23, 1998, by and between Hilton Hotels Corporation, a Delaware corporation ("HHC"), and CAIS, Inc., a Virginia corporation ("Licensee"). HHC and Licensee agree that HHC shall have the option (the "Five-Year Option") to modify certain terms and conditions of the Agreement, as specifically shown below. The Five-Year Term Option may be exercisable by Hilton any time during the First Year of the Agreement and shall be exercised by written notice to Licensee as defined in the Agreement. 1. Paragraph 1c of the Agreement shall be modified by deleting it in its entirety and substituting the following: a. At each of the (participating) Hotels, Licensee shall install the Service in all Meeting Rooms and in all Guest Rooms. 2. Paragraph 3a of the Agreement shall be modified by deleting it in its entirety and substituting the following: b. For each of the (participating) Hotels the Term shall be five (5) years from the date Option was exercised. Notwithstanding the foregoing, the Terms shall expire no later than December 31, 2005. 3. Paragraph 3b of the Agreement shall be modified by deleting it in its entirety and substituting the following: c. Hilton Hotels Corporation must specifically and individually approve the extension of the December 31, 2005 date as defined above in subparagraph 3a in the event Licensee and individual Hotels are planning to execute the Rider(s) after December 31, 1999. 4. Paragraph 3c of the Agreement shall be modified by deleting it in its entirety. 5. Paragraph 2 of the Rider to the Agreement shall be modified by deleting references to "Initial Term" and "Option". /s/ [Initials Illegible] /s/ [Initials Illegible] ------------------------ ------------------------ Initials Initials 0D-1
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MARKETING/ADMINISTRATION FUND AND INCENTIVE AGREEMENT ----------------------------------------------------- THIS MARKETING/ADMINISTRATION FUND AND INCENTIVE AGREEMENT dated for reference purposes only, December 23, 1998, by and between Hilton Hotels Corporation, a Delaware corporation (herein after referred to as "HHC"), and CAIS, Inc., a Virginia corporation ("CAIS"). WITNESSETH: WHEREAS, CAIS and HHC have entered into that certain Master License Agreement dated 199_ (the "Master Agreement"); and WHEREAS, the parties desire to promote and advertise the services described in Master Agreement (the "Services") to HHC's customers; and, WHEREAS, CAIS desires to contribute funds for such promotions and advertising; and NOW, THEREFORE, the parties acknowledge and agree as follows: 1. Corporate Incentive Payments. An Incentive Payment shall be paid ---------------------------- to HHC based on the number of corporate owned or managed Hotels that participate in the Services during the term of the Agreement as provided below: a. For each corporate owned or managed Hotel Property having 1,000 or greater Guest Rooms (a current example of which is listed on Schedule 1), HHC shall be eligible for the Incentive Plan Payments set forth below in years 3-5. The parties agree that HHC shall from time to time update Schedule 1 to include all HHC corporate owned or managed hotel properties. HHC will notify CAIS if there are changes to Schedule 1. b. For corporate owned or managed Hotel Properties having fewer than 1,000 Guest Rooms, HHC shall be eligible for the Incentive Plan Payments in years 4-5. The parties agree that HHC shall from time to time update Schedule 1 to include all HHC corporate owned or managed hotel properties. c. The Incentive Payment percentage within each size category shall be multiplied by the aggregate Usage Fees (as defined in paragraph 4 of Master Agreement) for the participating corporate owned or managed hotels in that size category, and the resulting total shall be paid directly to HHC at its offices in Beverly Hills on the fifteenth (15th) day of each month applicable to the month immediately preceding. d. For purposes of the Payment Matrix below, the participation percentage 1
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shall be based on (i) corporate owned or managed Hotels in a particular Room Size category that are operating the Service during the month for which the incentive payment would apply, as a percentage of (ii) all corporate owned or managed Hotels in that Room Size Category. Corporate Incentive Payment Matrix ---------------------------------- [Download Table] Corporate Owned or Managed Hotel Properties Operating the Service as Percentage of all Schedule 1 Corporate Owned or Managed Hotel Properties in Size Category *% *% *% ------------------------------------------- Incentive --------- Room Size --------- 1,000 and greater *% *% *% 500 - 1,000 *% *% *% 300 - 500 *% *% *% 299 and fewer *% *% *% 2. Marketing and Administration Fund. In a manner approved by HHC, --------------------------------- CAIS shall set up an account (The "Account") to pay advertising and administration costs and fees incurred by HHC and third parties as mutually approved HHC and CAIS. CAIS shall provide funds for the Account with monthly contributions as follows: a. For any 1,000 and greater Room Size Hotels (e.g. owned, managed or franchised), (i) during the first 2 Years of the term following installation and deployment of Service at such Hotel, $* per month for each wired Guest Room and Meeting Room (up to a maximum of 200 rooms per hotel), (ii) during the subsequent 3 Years of the term, $* per month for each wired Guest Room and Meeting Room (up to a maximum or 200 rooms per hotel); b. For all other participating Hotels, during the first 2 Years of the term following installation and deployment of the Service at such Hotel Property, $* per month for each wired Guest Room and Meeting Room (up to a maximum of 200 rooms per hotel). --------------------- * Confidential Treatment Requested. The redacted material has been separately filed with the Commission. 2
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regulations now or hereafter in force, and shall not be modified or extended (other than as set forth herein) except by an instrument duly signed by HHC and CAIS and approved by HHC. Waiver of a breach of any provisions hereof under any circumstances will not constitute a waiver of any subsequent breach of such provision or of a breach of any other provision of this Agreement. b. HHC and CAIS represent and warrant to each other that no broker is involved in connection with this transaction and each party agrees to indemnify and hold the other harmless from and against the claims of any broker (if any), made in connection with this transaction. c. This Agreement shall be governed by and constructed in accordance with the laws of the state of California. d. This Agreement shall be binding upon the parties, and their permitted successors and assigns. e. HHC and CAIS agree to do any further acts and execute such additional documents as the other may reasonably require to confirm this Agreement and carry out the purpose of this Agreement. 5. SEVERABILITY ------------ It is agreed that if any provision of this Agreement shall be determined to be void by any court of competent jurisdiction, then such determination shall not affect any other provision of this Agreement and all such other provisions shall remain in full force and effect, and it is the intention of the parties hereto that if any provision of the license is capable of two constructions, one of which would render the provision void and the other of which would render the provision valid, then the provision shall have the meaning which renders it valid. 6. DISPUTE RESOLUTION ------------------ A. If there is any dispute, claim or controversy, other than one involving HHC's right to seek equitable relief, between the parties arising out of or relating to this Agreement (a "Disputed Matter"), the parties shall attempt to amicably resolve such Disputed Matter in good faith. If the initial efforts to resolve such Disputed Matter are not successful, the parties shall submit the Disputed Matter jointly to the respective senior officers of HHC and CAIS. If such senior officers cannot reach a mutually agreeable resolution of the Disputed Matter within ten (10) business days after reference of the matter to them, either party may elect to have the Disputed Matter settled in accordance with the arbitration procedures detailed in Paragraph B attached hereto. Without limiting the generality of the foregoing, the parties expressly agree that any and all disagreements regarding whether an issue is a Disputed Matter under this Section shall 4
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be settled in accordance with the arbitration procedures defined in Paragraph B. B. Arbitration Procedures ---------------------- (i) Rules Jurisdiction. Any Disputed Matter (as defined in the ------------------ agreement in which this exhibit is attached) shall be settled by final and binding arbitration in the City of Los Angeles, California, and, except as herein specifically stated, in accordance with the commercial arbitration rules of the American Arbitration Association ("AAA Rules") then in effect, subject to the provisions of the United States Arbitration Act 9 U.S.C. and 1 et seq. ------- ("Title 9"). To the extent the AAA Rules conflict with, or are supplemented by, the provisions of Title 9, the provisions of Title 9 shall govern over any conflicting rules that may now or hereafter be contained in either the AAA Rules or Title 9. Any judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction of the subject matter thereof. The arbitrators shall have the authority to grant any equitable and legal remedies that would be available in any judicial proceeding instituted to resolve a disputed matter. The parties hereby submit to the in personam jurisdiction of -- -------- the Superior Court of Los Angeles County and the Federal District Court for the Central District of California for purposes of confirming any such award and entering judgment thereon. (ii) Compensation of Arbitrators. Any such arbitration shall be --------------------------- conducted before a panel of three arbitrators who shall be compensated for their services at a rate to be determined by the parties or by the American Arbitration Association but based upon normal and reasonable hourly or daily consulting rates for the neutral arbitrator in the event the parties are not able to agree upon his or her rate of compensation. (iii) Selection of Arbitrators. Within five (5) business days of notice ------------------------ by a party seeking arbitration under this provision, the party requesting arbitration shall appoint one person as an arbitrator and within fifteen (15) business days thereafter the other party shall appoint the second arbitrator. Except with the other party's prior, express and written consent, no arbitrator may be appointed who is employed by, or who is engaged by, or who has been engaged within one (1) year by, any entity that is a major competitor of either party. Within twenty (20) business days after the appointment of the second arbitrator, the two arbitrators so chosen shall mutually agree upon the selection of the third impartial and neutral arbitrator. The majority decision of the arbitrators will be final and conclusive upon the parties hereto. (iv) Payment of Costs. Each party hereby agrees to pay one-half (1/2) ---------------- of the compensation to be paid to the arbitrators in any such arbitration and one-half (1/2) of the costs of transcripts and other expenses of the arbitration proceedings; provided, however, that the prevailing party in any arbitration shall be entitled to an award of reasonable attorneys' fees and costs, arbitrators' fees and costs, fees and costs of expert witnesses and all other costs of arbitration to be paid by the losing party. 5
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(v) Evidence and Discovery. The parties shall be entitled to conduct ---------------------- discovery proceedings to the fullest extent permissible under California law and the Federal Rules of Evidence. (vi) Burden of Proof. For any claim submitted to arbitration, the --------------- burden of proof shall be as it would be if the claim were litigated in a judicial proceeding. All testimony of witnesses shall be taken under oath and shall be subject to the Federal Rules of Evidence. (vii) Judgement. Upon the conclusion of any arbitration proceedings, --------- hereunder, the arbitrators shall render findings of fact and conclusions of law and a written opinion setting forth the basis and reasons for any decision reached by them and shall deliver such documents to each party to the Agreement along with a signed copy of the award. (viii) Terms of Arbitration. The arbitrators chosen in accordance with -------------------- these provisions shall not have the power to alter, amend or otherwise affect the terms of these arbitration provisions or the provisions of the Agreement. (ix) Exclusive Remedy. Except as specifically provided in this ---------------- Agreement, arbitration shall be the sole and exclusive remedy of the parties for any disputed matter arising out of such agreement. (x) Arbitration Confidential. Neither party will disclose the ------------------------ existence of any arbitration proceedings hereunder, nor the outcome thereof, except: (i) insofar as such disclosure is reasonably necessary to carry out and make effective the terms of this Agreement, including without limitation, pleadings or other documents filed seeking entry of judgement upon an award of the arbitrators; (ii) insofar as a party hereto is required by law to respond to any demand for information from any court, governmental entity, or governmental agency, or as may be required by federal or state securities laws; (iii) insofar as disclosure is necessary to be made to a party's independent accountants for tax or audit purposes; (iv) insofar as disclosure is necessary to be made to a party's attorneys for purposes of rendering advice or services relating to this Agreement; and (v) insofar as the parties may mutually agree in writing. 6
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7. TERM ---- This Agreement shall commence and terminate on the same dates the Master Agreement commences and terminates. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed as of date first above written. Hilton Hotels Corporation, CAIS, Inc., a Delaware corporation a Virginia corporation By: /s/ [SIGNATURE ILLEGIBLE] By: /s/ Laura A. Newman --------------------------- --------------------------- Laura A. Newman --------------------------- --------------------------- Its: Senior Vice President Its: Vice President --------------------------- 7
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Schedule 1 to Marketing/Administration Fund and Incentive (the "Agreement") dated December 23, 1998, by and between Hilton Hotels Corporation. a Delaware corporation ("HHC), and CAIS, Inc., a Virginia corporation ("CAIS). List of Hotels Corporate Owned or Managed ----------------------------------------- [Enlarge/Download Table] Legal Name City State Country Total Rooms ---------- ---- ----- ------- ----------- MORE THAN 1000 ROOMS Hilton Hawaiian Village Honolulu HI US 2545 Hilton New York & Towers New York NY US 2040 Hilton San Francisco & Towers San Francisco CA US 1896 Palmer House Hilton Chicago IL US 1639 Hilton New Orleans Riverside New Orleans LA US 1600 Hilton Anaheim & Towers Anaheim CA US 1572 Hilton Chicago & Towers Chicago IL US 1544 The Waldorf-Astoria New York NY US 1380 Hilton Waikoloa Village Waikoloa HI US 1240 Hilton Los Angeles Airport Los Angeles CA US 1236 Hilton Atlanta & Towers Atlanta GA US 1222 Fontainebleau Hilton Resort & Towers Miami Beach FL US 1206 Hilton Washington & Towers Washington DC US 1118 500 - 999 ROOMS Hilton Chicago O'Hara Airport Chicago IL US 853 Hilton Minneapolis & Towers Minneapolis MN US 821 Hilton in the WALT DISNEY WORLD Resort Lake Buena Vista FL US 814 Hilton Pittsburgh & Towers Pittsburgh PA US 713 Pointe Hilton South Mountain Resort Phoenix AZ US 638 Hilton Anchorage Anchorage AK US 591 Pointe Hilton Tapatio Cliffs Resort Phoenix AZ US 585 Hilton Beverly Hills Beverly Hills CA US 581 Pointe Hilton Squaw Peak Resort Phoenix AZ US 563 Millenium Hilton Next to the World Trade Center New York NY US 561 Capital Hilton Washington DC US 544 Hilton Atlanta Airport & Towers Atlanta GA US 503 Hilton Miami Airport & Towers Miami FL US 500 300 - 499 ROOMS Hilton Burbank Airport & Convention Center Burbank CA US 486 Hilton Turtle Bay Resort Kahuku-Oahu HI US 485 Hilton Palacio del Rio San Antonio TX US 481 Hilton McLean Tysons Corner McLean VA US 458 Hilton Portland Portland OR US 455 Hilton Rye Town Rye Brook NY US 437 Hilton Charlotte & Towers Charlotte NC US 407 Hilton East Brunswick & Towers East Burnswick NJ US 405 Hilton DFW Lakes Executive Conference Center Grapevine TX US 395 Hilton Long Beach Long Beach CA US 393 Hilton Newark Airport Elizabeth NJ US 375 Hilton Oakland Airport Oakland CA US 363 Hilton San Diego Resort San Diego CA US 357
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[Enlarge/Download Table] All'l Tower at the Hilton Hawaiian Village Honolulu, Oahu HI US 348 Hilton New Orleans Airport Kenner LA US 317 Hilton Short Hills Short Hills NJ US 301 LESS THAN 299 ROOMS Hilton Pasadena Pasadena CA US 291 Hilton Tarrytown Tarrytown NY US 246 Hilton Suites Anaheim Orange Orange CA US 230 Hilton Suites Phoenix Phoenix AZ US 226 Hilton Suites Auburn Hills Auburn Hills MI US 224 Hilton Suites Oakbrook Terrace Oakbrook Terrace IL US 212 Hilton Suites Brentwood Brentwood TN US 203 The Waldorf Towers New York NY US 198 Hilton Inn Southfield Southfield MI US 195 Hilton Seattle Airport Seattle WA US 173 The Fontainbleau Towers Miami Beach FL US List of Hotels Franchised. ------------------------- MORE THAN 1000 ROOMS None 590 - 999 Rooms Hilton Sandestin Beach & Golf Resort Destin FL US 598 Hilton Washington Duiles Airport Herndon VA US 598 Hilton Parsippany Parsippany NJ US 510 300 - 400 ROOMS Hilton Milwaukee City Center Milwaukee WI US 478 Hilton Universal City & Towers Universal City CA US 469 Hilton Baltimore & Towers Baltimore MD US 439 Hilton Clearwater Beach Resort Clearwater FL US 426 Hilton Guadalajara Guadalajara MX 422 Hilton Arlington Park Arlington Heights IL US 420 Hilton Cherry Hill Cherry Hill NJ US 408 Hilton Montreal Bonaventure Montreal CA 395 Hilton Fort Lauderdale Airport Dania Beach FL US 388 Hilton Hartford Hartford CT US 388 Hilton Crystal City at National Airport Arlington/Crystal VA US 386 Hilton San Antonio Airport & Conference Center San Antonio TX US 386 Hilton Boston Back Bay Boston MA US 385 Hilton Inn Sunnyvale Sunnyvale CA US 372 Hilton Torrance/South Bay Torrance CA US 371 Hilton Springfield Springfield IL US 367 Hilton Salk Lake City Salt Lake City UT US 362 Hilton San Jose & Towers San Jose CA US 354 Hilton San Diego Mission Valley San Diego CA US 350 Hilton Kansas City Airport Kansas City MO US 347 Hilton Harrisburg & Towers Harrisburg PA US 341 Hilton Valley Forge King of Prussia PA US 340 Hilton North Raleigh Raleigh NC US 338 Hilton Woodcliff Lake Woodcliff Lake NJ US 336 Hilton St. Petersburg St. Petersburg FL US 333 Hilton Philadelphia Airport Philadelphia PA US 331
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[Download Table] Hilton Sacramento Arden West Sacramento CA US 331 Hilton Concord Concord CA US 330 Hilton JFK Airport Jamaica NY US 330 Hilton Lafayette & Towers Lafayette LA US 327 Hilton Oceanfront Resort Hilton Head Island Hilton Head SC US 323 Hilton Orlando/Altamonte Springs Altamonte FL US 322 The Seelbach Hilton Louisville Louisville KY US 321 Hilton Woodland Hills & Towers Woodland Hills CA US 318 Hilton Knoxville Knoxville TN US 317 Hilton Newark/Freemont Newark CA US 315 Hilton Dallas Parkway Dallas TX US 310 Hilton Arlington Arlington TX US 309 Hilton Lisle/Naperville Lisle IL US 309 Hilton Ontario Airport Ontario CA US 309 Hilton Denver Tech South Englewood CO US 305 Hilton Houston Hobby Airport Houston TX US 305 Hilton College Station & Conference Center College Station TX US 303 Windsor Hilton Windsor ON CA 303 Hilton Huntington Melville NY US 302 Hilton Gaithersburg Gaithersburg MD US 301 Hilton Wichita Airport Executive Conference Center Wichita KS US 301 Hilton Baton Rouge Baton Rouge LA US 300 Hilton Minneapolis/St Paul. Airport Bloomington MN US 300 Less Than 299 Rooms Hilton Fort Lauderdale/Sunrise Sunrise FL US 297 Hilton Cocoa Beach Oceanfront Cocoa Beach FL US 296 Hilton Charleston North North Charleston SC US 296 Meadowlands Hilton Secaucas NJ US 296 Hilton Houston Westchase & Towers Houston TX US 294 Hilton Marco Island Beach Resort Marco Island FL US 294 Hilton Pleasanton at The Club Pleasanton CA US 294 Hilton Tulsa Southern Hills Tulsa OK US 294 Hilton Houston Southwest Houston TX US 292 Hilton Jacksonville & Towers Jacksonville FL US 292 Hilton Waterfront Beach Resort Huntington Beach CA US 290 Hilton Irvine/Orange County Airport Irvine CA US 289 Hilton Salt Lake City Airport Salt Lake City UT US 287 Hilton Beaumont Beaumont TX US 284 Hilton Greensboro Greensboro NC US 281 Hilton Jackson & Conference Center Jackson MS US 278 Hilton Huntsville Huntsville AL US 277 Hilton Atlanta Northeast Norcross GA US 272 Hilton Eugene & Conference Center Eugene OR US 272 Hilton El Paso Airport El Paso TX US 271 Hilton Wilmington/Christiana Newark DE US 266 Hilton Albuquerque Albuquerque NM US 264 Hilton East Memphis Memphis TN US 264 Hilton St. Louis Frontenne St. Louis MO US 264
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[Download Table] Hilton Inn Little Rock Little Rock AR US 263 Hilton Mesa Pavilion Mesa AZ US 263 Hilton Palm Springs Resort Palm Springs CA US 260 Hilton Greenville & Towers Greenville SC US 256 Hilton Phoenix Airport Phoenix AZ US 255 Hilton Newark Gateway Newark NJ US 253 Hilton San Bernardino San Bernardino CA US 251 Hilton Fort Wayne Convention Center Fort Wayne IN US 250 Hilton Scottsdale Resort & Villas Scottsdale AZ US 250 Hilton Dedham Place Dedham MA US 249 Hilton Midland & Towers Midland TX US 249 Hilton Norfolk Airport Norfolk VA US 249 Hilton Palm Beach Airport West Palm FL US 247 Hilton Savannah DeSoto Savannah GA US 246 Hilton Sonoma County/Santa Rosa Santa Rosa CA US 246 Hilton San Diego/Del Mar Del Mar CA US 245 Hilton Springfield Springfield VA US 245 Hilton Northbrook Northbrook IL US 244 Hilton Charlotte University Place Charlotte NC US 243 Hilton Houston Nassau Bay & Marina Houston TX US 243 Hilton Danbury & Towers Danbury CT US 242 Hilton Novi Novi MI US 239 Hilton Tampa Airport Westshere Tampa FL US 238 Hilton Melbourne Airport Melbourne FL US 237 Hilton Seattle Seattle WA US 237 Hilton Fort Lee at the George Washington Bridge Fort Lee NJ US 236 Hilton Knoxville Airport Aicoa TN US 236 Hilton Fayetteville Fayetteville AR US 235 Hilton Tucson East Tucson AZ US 233 Hilton Grand Rapids Airport Grand Rapids MI US 226 Hilton Port of Los Angeles/San Pedro San Pedro CA US 226 Hilton Allentown Allentown PA US 224 Hilton Carson Civic Plaza Carson CA US 224 Hilton Atlanta Northwest Atlanta GA US 222 Hilton Deerfield Beach/Boca Raton Deerfield Beach FL US 221 Hilton Inn North Little Rock Riverfront North Little AR US 220 Hilton St. Louis Airport St. Louis MO US 220 Hilton Oklahoma City Northwest Oklahoma City OK US 218 Hilton Lake Lanier Islands Lake Lanier GA US 216 Hilton Daytona Beach Oceanfront Resort Daytona Beach FL US 214 Hilton Toledo Toledo OH US 213 Hilton Arlington & Towers Arlington VA US 209 Hilton Greater Cincinnati Airport Florence KY US 206 Hilton Monterey Monterey CA US 204 Hilton Akron/Fairlawn Akron OH US 203 Hilton Las Crucas Las Crucas NM US 203 Hilton Whittier Whittier CA US 202 Hilton Hot Springs Convention Center Hot Springs AR US 200
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[Download Table] Hilton Waco Waco TX US 199 Hilton Southbury Southbury CT US 193 Hilton Woodbridge Iselin NJ US 198 Hilton Ocala Ocala FL US 197 Hilton Durham Durham NC US 194 Hilton Washington Embassy Row Washington DC US 193 Hilton Sioux City Sioux City IA US 193 Hilton Cleveland South Cleveland OH US 191 Hilton Wilmington North Claymont DE US 190 Hilton Santa Maria Santa Maria CA US 190 Hilton Austin North & Towers Austin TX US 189 Hilton Northfield Troy MI US 186 Hilton Mystic Mystic CT US 184 Hilton Houston Plaza Houston TX US 181 Hilton Bellevue Bellevue WA US 180 Hilton Lake Placid Resort Lake Placid NY US 179 Hilton Oshkosh & Convention Center Oshkosh WI US 179 Hilton Charlotte Executive Park Charlotte NC US 178 Hilton Key West Resort & Marina Key West FL US 178 Hilton Wilmington Riverside Wilmington NC US 178 Hilton Oak Lawn Oak Lawn IL US 178 Interstone Partners I, LLP Columbus GA US 177 Hilton Minneapolis North Brooklyn MN US 176 Hilton Suites Lexington Green Lexington KY US 174 Hilton Akron Akron OH US 173 Hilton Pikesville Baltimore MD US 171 Hilton Canton Canton OH US 170 Hilton Lynchburg Lynchburg VA US 167 Houston West Hilton Inn Houston TX US 165 Hilton Milwaukee River Milwaukee WI US 163 Oxnard Hilton Inn Oxnard CA US 160 Hilton Richmond Airport Sandston VA US 160 Hilton Santa Fe Santa Fe NM US 157 Hilton Columbia Columbia MD US 152 Hilton Suites Detroit Metro Airport Romulus MI US 151 Hilton Pearl River Pearl River NY US 150 Hilton Galveston Island Resort Galveston TX US 149 McAllen Airport Hilton Inn McAllen TX US 149 Hilton Greenville Greenville NC US 141 Hilton Palm Beach Oceanfront Resort Palm Beach FL US 134 Hilton Charleston Harbor Resort Mount Pleasant SC US 131 Hilton Mexico City Airport Mexico City MX 129 Hilton Tampa Bay/North Redington Beach Resort North FL US 125 Hilton Virginia Beach Oceanfront Virginia Beach VA US 124 Hilton Melbourne Beach Oceanfront Indialantic FL US 113 Hilton Longboat Key Beach Resort Longboat Key FL US 102 Hilton University of Houston Houston TX US 86 Sunset Key Guest Cottages at Hilton Key West Key West FL US 37 Resort
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PARTICIPATING HILTON HOTELS SITE ACKNOWLEDGEMENT RIDER THIS PARTICIPATING HILTON HOTELS SITE ACKNOWLEDGEMENT RIDER (the "Rider") dated _______________, 1998, is by and between [Hotel Name] (hereinafter referred to as "Hotel"), and CAIS, Inc., a Virginia corporation (hereinafter referred to as "Licensee"). W I T N E S S E T H WHEREAS, Licensee and Hilton Hotels Corporation have entered into that certain Master License Agreement dated ____________, 199_ (the "Agreement"); and WHEREAS, the Hotel is situated on the real property located at [Hotel Address]; and WHEREAS, Licensee has devised a commercial, high speed data communications service as more particularly defined in Paragraph 2 of the Agreement (the "Service") and desires to make the Service available to Licensor and third parties at Licensor Hotels; and WHEREAS, Hotel desires to have the Service available and Licensee desires to provide the Service to joint customers of Hotel and Licensee and other patrons; and NOW, THEREFORE, the parties acknowledge and agree as follows: 1. The terms and conditions of the Agreement fully apply in the Hotel (in the capacity of Licensor) and Licensee, which includes Licensee's obligation to provide insurance policies as defined in Paragraph 10 of the License Agreement and naming as "Additional Insureds" the following: a. ----------------- b. ----------------- c. ----------------- 2. Commencement. Initial Term:______ Extended Term:______ Expiration. Initial Term:______ Extended Term:______ 3. Allocation of Usage of Fees. Fees shall be paid by Licensee to Hotel in the --------------------------- manner defined in Paragraph 4 of the Agreement and calculated in accordance with Schedule A attached hereto and by this reference made an integral part hereof. 4. Installation. Following appropriate provisions of the Agreement: ------------ a. Licensee will schedule the site survey and equipment installation of the Hotel at a time 1
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and date convenient to the Hotel. b. The Hotel shall have the opportunity to review the results of the site survey and approve plans prior to installation. c. Licensee will install its equipment at the Hotel at no cost to the Hotel in accordance with the Agreement. 5. Training. Licensee shall provide training to employees of the -------- Hotel on the use and operation of the Service. All training will be provided to the Hotel for posting on the Hotel's intra-net web site for future reference. Licensee also shall provide Hotel with training manuals, collateral and help-line (technical support) for launch and as needed for maintenance. Licensee shall furnish to Hotel guidebooks for rooms, to include software directions, a product overview, and contact numbers for help. Personnel of Licensee shall be available twenty four (24) hours per day, 365 days per year for telephone consultation to provide further assistance to Hotel personnel regarding use and operation of the Service at no charge. 6. Equipment Indentification. The Parties agree that all the jacks ------------------------- in each unit shall bear the logo(s) of the OverVoice System. The Parties agree that the start-up screen for Internet service shall bear the logo of OverVoice, the Hotel and such other logos as reasonably shall be agreed upon by the Parties as necessary (including in some cases the logo of the provider of the Client- Server Software). 7. Usage Fee. Subject to the provisions of Paragraph 4 (ix) of the --------- Agreement. Hotel and Licensee agree that: A. Guest Room Usage Fee shall be not less than $7.95 per day nor greater than $9.95 per day for unlimited use from a Guest Room in any given day with usage being tracked from noon until noon the next day. B. Meeting Room Usage Fees and time periods are defined in Schedule A and are due to Licensee without allocation to Licensor. Licensor shall be entitled to retain all sums in excess of such amounts it is able to charge for the Service. 2
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8. Power Consumption. Hotel shall provide at its sole cost electric power ----------------- supply suitable for the Service including recurring monthly charges to a maximum of Fifty Cents ($50/100) per installed guest and meeting rooms per month ($6.00 annual). Hotel reserves the right to charge Licensee for electrical usage in excess of such amount. 9. In the event Hilton Hotels Corporation exercises the Option Addendum, the Hotel shall be bound by the terms and conditions contained therein. CAIS, Inc., [Hotel Name] A Virginia corporation By: __________________________ By: __________________________ __________________________ __________________________ Its: __________________ Its: __________________
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SCHEDULE A ---------- For Hilton Hotels with 1,000 or More Guest Rooms ------------------------------------------------ a. Usage Fees as defined in Section 4 of the Agreement shall be allocated between Hotel and Licensee as follows: i. Guest Room Usage Fee Share [Download Table] Year 1 Year 2 Year 3 Year 4 Year 5 ------ ------ ------ ------ ------ Hotel Share *% *% *% *% *% Licensee Share *% *% *% *% *% ii. Meeting Room Usage Fee Share Fixed Payments to Licensee (Rate Applicable in Years 1 through 5): [Download Table] 128Kbps Rate Per day Multi Day Cap** ------- ------------ ------------- CPU 1 $ * $ * Each Add'l CPU * * 1.5Mbps ------- CPU 1 $ * $ * Each Add'l CPU * * Additional bandwidth above 1.5Mbs to be negotiated on an individual property by property basis. * Confidential Treatment Requested. The redacted material has been separately filed with the Commission. ** The Multi-Day Cap is the maximum Usage Fee payable to Licensee with respect to a customer of the Hotel using the Service in a Meeting Room for more than one day in sequence (up to a maximum of 30 days).
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SCHEDULE A For Hilton Hotels with 500-999 Guest Rooms ------------------------------------------ a. Usage Fees as defined in Section 3 of the Agreement shall be allocated between Hotel and Licensee as follows: i. Guest Room Usage Fee Share [Download Table] Year 1 Year 2 Year 3 Year 4 Year 5 ------ ------ ------ ------ ------ Hotel Share *% *% *% *% *% Licensee Share *% *% *% *% *% ii. Meeting Room Usage Fee Share Fixed Payments to Licensee (Rate Applicable in Years 1 through 5): [Download Table] 128Kbps Rate Per day Multi Day Cap** ------- ------------ ------------- CPU 1 $ * $ * Each Add'l CPU * * 1.5Mbps ------- CPU 1 $ * $ * Each Add'l CPU * * Additional bandwidth above 1.5Mbs to be negotiated on an individual property by property basis. * Confidential Treatment Requested. The redacted material has been separately filed with the Commission. ** The Multi-Day Cap is the maximum Usage Fee payable to Licensee with respect to a customer of the Hotel using the Service in a Meeting Room for more than one day in sequence (up to a maximum of 30 days).
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Schedule A ---------- For Hilton Hotels with 300-499 Guest Rooms ------------------------------------------ a. Usage Fees as defined in Section 3 of the Agreement shall be allocated between Hotel and Licensee as follows: i. Guest Room Usage Fee Share Year 1 Year 2 Year 3 Year 4 Year 5 -------------------------------------------------------------- Hotel Share: *% *% *% *% *% Licensee Share: *% *% *% *% *% ii. Meeting Room Usage Fee Share Fixed Payments to Licensee (Rate Applicable in Years 1 through 5): 128 Kbps Rate Per day Multi Day Cap** -------- ------------ --------------- CPU 1 $ * $ * Each Add'l CPU * * 1.5Mbps ------- CPU 1 $ * $ * Each Add'l CPU * * Additional bandwidth above 1.5 Mbs to be negotiated on an individual property by property basis. * Confidential Treatment Requested. The redacted material has been separately filed with the Commission. ** The Multi-Day Cap is the maximum Usage Fee payable to Licensee with respect to a customer of the Hotel using the Service in a Meeting Room for more than one day in sequence (up to a maximum of 30 days).
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SCHEDULE A ---------- For Hilton Hotels with fewer than 300 Guest Rooms ------------------------------------------------- a. Usage Fees as defined in Section 3 of the Standard Terms and ------------------ Conditions shall be allocated between Hotel and Licensee as follows: ---------- i. Guest Room Usage Fee Share [Download Table] Year 1 Year 2 Year 3 Year 4 Year 5 ------ ------ ------ ------ ------ Hotel Share *% *% *% *% *% Licensee Share *% *% *% *% *% ii. Meeting Room Usage Fee Share Fixed Payments to Licensee (Rate Applicable in Years 1 through 5): [Download Table] 128Kbps Rate Per day Multi Day Cap** ------- ------------ ------------- CPU 1 $ * $ * Each Add'l CPU * * 1.5Mbps ------- CPU 1 $ * $ * Each Add'l CPU * * Additional bandwidth above 1.5Mbs to be negotiated on an individual property by property basis. --------------------- * Confidential Treatment Requested. The redacted material has been separately filed with the Commission. ** The Multi-Day Cap is the maximum Usage Fee payable to Licensee with respect to a customer of the Hotel using the Service in a Meeting Room for more than one day in sequence (up to a maximum of 30 days).

Dates Referenced Herein   and   Documents Incorporated by Reference

Referenced-On Page
This ‘S-1/A’ Filing    Date First  Last      Other Filings
12/31/0532
12/31/045
12/31/025
12/31/0158-K
1/1/0014
12/31/9953210-K,  10-K/A,  8-K
Filed on:3/16/99
12/23/98440
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Filing Submission 0000928385-99-000779   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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