STAR Agreement

1. DURATION

Client subscribes for a period of twelve (12) months, commencing on the date this agreement is received and processed, ending on the expiration date (the "Initial Term"), with the first Report issued within 30 days of receipt of agreement. Unless earlier terminated in accordance with sections 1.1 and 1.2 below, the Agreement shall automatically renew upon the expiration of the Initial Term for successive twelve (12) month terms ("Renewal Terms" and, collectively with the Initial Term, the "Term"), subject to the Parties' reaching a mutual written agreement to adjust the Client's fee or, if applicable, to amend the terms and conditions of this Agreement.

1.1 If prior to the expiration of a Term, the Parties determine that they do not wish to continue their relationship, Client will provide immediate written notice to STR confirming the Parties' intent and the Agreement will terminate immediately and will not renew. However, any Fee or portion of a Fee that is due and payable shall be paid.

1.2 In addition, the Agreement may terminate prior to the expiration of a Term for any of the following reasons: (a) Client is in default of payment, as stated in section 4.2 below; (b) Client terminates its participation in the STAR Program, in which case Client shall provide STR with thirty (30) days written notice or if all of Client's Hotels have been removed from the program so that there are no Hotels on which STR is required to provide Reports; or (c) Client or a Permitted User breaches any of the terms of this Agreement, in which case STR may terminate this Agreement immediately without notice and STR shall be entitled to payment of the full annual fees due to it, regardless of the amount of time remaining under this Agreement.

2. SUBMISSION OF CLIENT DATA

STR will email or mail to CLIENT (12) Monthly STAR Reports on or about the last day of each month during the contract year. If CLIENT is a Weekly STAR participant, Reports will be delivered on or about each Wednesday via email. If CLIENT is a Daily STAR participant, Reports will be delivered by 12:00 noon (CST) via email.

Monthly data shall be submitted to STR by the 10th day of the month to receive a STAR Report for the prior month. Daily data shall be submitted to STR by 12 noon (CST) each Tuesday to receive Weekly STAR and Segmentation Reports for the prior week. Daily data shall be submitted to STR by 10:30 a.m. (CST) to receive a Daily STAR Report for the prior day.

STR is under no obligation to produce a STAR, Weekly STAR, Daily STAR or Segmentation Report if CLIENT'S data is not received prior to the deadlines. If a Report is required even though the data was late, a processing fee of $75 will be assessed to generate a current Report.

Attached is a form to be completed in order to establish your Competitive Set (Selected Competitors) whose performance will be compared against CLIENT'S performance each month, each week if Weekly STAR participant and each day if Daily STAR participant.

STR does not guarantee that the data will be received every month, week or day from every Selected Competitor even if the Selected Competitor has agreed to participate in the survey.

3. USE OF, RIGHTS IN AND CONFIDENTIALITY OF HOTEL DATA AND REPORTS

3.1 The Parties' respective "raw" Hotel Data, aggregated Hotel Data, Reports, other aggregated and/or processed data, financial information and any other information provided by one Party to another under this Agreement constitutes the disclosing Party's trade secrets, confidential and proprietary information that is non-public in nature and is of competitive value to each Party ("Confidential Information") and shall not be disclosed to any third parties unless expressly permitted in this Agreement. Neither party obtains title to or an ownership interest in the other Party's Confidential Information. Confidential Information shall be confidential, irrespective of whether it is expressly designated so, including all STR data which is automatically confidential, whether before or after the effective date of this Agreement. Each Party will use the same means as it uses to protect its own confidential information, but in any event no less than reasonable means, to protect Confidential Information.

3.2 Client may copy, distribute or reproduce STR's Confidential Information and the data contained therein only to its employees, agents, representatives, owners and/or franchisees who have a need to know the information contained in the Reports for the purpose of Client's internal business operations, as well as Client's legal, tax or other professional advisors (hereinafter all "Permitted Users"). Client shall first obtain each Permitted Users written agreement: a.) that STR does not owe them a duty of care; b) that Permitted User they will only use the Reports only for the internal business operations or for advising Client on those operations Purpose; and c.) that Permitted User will keep the Reports confidential. Client shall be liable for any breach of confidentiality by the Permitted Users. Client may also disclose STR's Confidential Information, in whole or in part, in external presentations, advertising or marketing materials, only upon obtaining STR's prior consent, which shall not be unreasonably withheld or delayed. Any and all copies of any Report or aggregated data that are made, distributed or reproduced by you must reproduce the following copyright notice "Source: STR, © 200___." Client will notify STR, in writing, of any violations to this provision within ten (10) days after it becomes aware of such violation.

3.3 STR may disclose Client Confidential Information to its employees, agents, associated companies and sub-contractors who have a need to know such information for the purposes of STR's business operations and who are under a duty to keep the information confidential. More particularly, with regard to Client's "raw" Hotel Data, STR will aggregate any such Data with equivalent data provided to it by the other hotels (each of which participate in the Survey) in the applicable competitor set, or other market level aggregates, and made available to that participant in that aggregated format. STR also reserves the right to use and reproduce aggregate portions of Client's "raw" Hotel Data in its monthly, weekly and daily publications. However, neither the identity of Client, nor the source of any information received, shall be revealed by STR to any other person except upon written consent of Client.

3.4 Nothing stated in this Agreement will prevent either party from disclosing the other party's Confidential Information which is (i) already known by the recipient party without an obligation of confidentiality other than pursuant to this Agreement; (ii) publicly known or becomes publicly known through no unauthorized act of the recipient party; (iii) rightfully received from a third party; (iv) independently developed; (v) disclosed without similar restrictions to a third party by the party owning the confidential information; (vi) approved by the other party for disclosure; or (vii) required to be disclosed pursuant to a requirement of a governmental agency or law so long as the disclosing party provides the other party with notice of such requirement prior to any such disclosure.

3.5 The confidentiality provisions set out in this section shall survive the termination of this Agreement for any reason whatsoever.

4. GENERAL PROVISIONS.

4.1 Disclaimer and Indemnity

4.1.1 Client acknowledges its Reports and the data contained therein are generated from information received through independent surveys and research from sources considered reliable in the hotel and motel industry. STR will use reasonable efforts to ensure the information contained in the Reports is accurate and complete. STR takes no responsibility for the accuracy and validity of the raw data provided by hotel chains and properties for the Reports. Client agrees that STR shall not be liable for damages, including consequential damages, resulting from the use of its Reports. STR makes and client receives no warranties, either express or implied, regarding the performance of the Report, the data or the results that may be obtained by using the Reports or the data. Accordingly, each Report is licensed "as is" without warranty as to its performance, merchantability or fitness for any particular purpose. The entire risk as to the results and performance of the data is assumed by Client.

4.1.2 Nothing in this Agreement shall limit the liability of the Parties for death or personal injury caused by negligence, or for fraudulent misrepresentation.

4.1.3 Subject to the paragraph above, the aggregate liability, whether to you or any third party, of whatever nature, whether in contract, tort or otherwise, of STR for any losses (including interest) whatsoever and howsoever caused arising from or in any way connected with the provision of our Reports and the Website in any year covered by this Agreement shall not exceed two (2) times the fees invoiced to you under this agreement during that year.

4.1.4 Client will indemnify on demand and hold harmless STR against all actions, claims or proceedings brought or threatened by your professional advisers, the owners or franchisees of your Hotel(s), if applicable, or any other party, and any losses, damages, costs and expenses relating thereto arising from the provision to them by you of STR's Reports, save where caused by our fraud. Client also agrees to indemnify STR against all costs, claims, losses or expenses incurred by or made against us as a result of any breach by you or any Permitted User of the terms of this Agreement.

4.2 Default

In the event that Client does not make any payment owed under this Agreement when due, STR shall be under no obligation to Reports to Client until such time as the overdue payment is paid, and STR's continuing to provide such reports shall not constitute a waiver of Client's obligation to make timely payments. If Client fails to make payment for 45 days, STR may notify Client of its delinquency by written notice. If, thirty (30) days after receiving written notice from STR, Client continues to fail to make payment, STR's obligations under this Agreement shall cease.

4.3 Rights Upon Breach

In the event of breach of this Agreement by Client or a Permitted User, then STR shall be have the right immediately to terminate all services under this Agreement, without refund to Client of any fee paid.

4.4 Website

Client and Permitted Users have access to the STR website (www.strglobal.com). Use of this site is governed by a separate Terms of Use and Privacy Policy, the terms of which are located on the "About Us" page of the Website and which are incorporated fully herein. Should the content of a particular clause, paragraph or provision in said Terms of Use and/or Privacy Policy conflict with or is different from a particular clause, paragraph or provision in this Agreement, the clause, paragraph or provision in this Agreement will govern the parties' rights and obligations.

4.5 Assignment

Client is prohibited from assigning its rights under this Agreement or delegating any of its duties under this Agreement without prior written consent of STR.

4.6 Entire Agreement; modification;

With the exception of the STR Website Terms of Use and Privacy Policy, this Agreement represents the entire understanding between the parties and there are no representations, agreements or understandings, either oral or written, other than those set forth herein. Any modification to this Agreement shall be in writing signed by both parties.

4.7 Limitation of Liability

Client agrees that STR shall not be liable for damages, including consequential damages, resulting from the use of its Data and the Reports to the extent such damages arise from or are due to incorrect, inaccurate or invalid raw data. STR's total liability under this Agreement for any reason and for any cause of action arising out of or relating to this Agreement shall be limited to the total of all payments made by Client to STR during the twelve (12) months immediately preceding the date the cause of action first arose.

4.8 Choice of Law and Jurisdiction

This Agreement shall be construed in accordance with the Laws of the State of Tennessee. You and we irrevocably agree that the Courts of Tennessee shall have non-exclusive jurisdiction to settle any dispute (including claims for set-off and counterclaims) which may arise in connection with the validity, effect, interpretation or performance of, or the legal relationship established by this agreement or otherwise arising in connection with this agreement. Nothing in this Agreement shall prevent either Party seeking an interim injunction in any court of competent jurisdiction.

4.9 Severability

The provisions of this Agreement shall be deemed severable and if any portion shall be held invalid, illegal or unenforceable for any reason, the remainder of this Agreement shall be effective and binding upon the parties.

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