-General Provisions

1. Power to execute Agreement: Each party warrants that it has full power and authority to execute this

Agreement, perform all conditions and deliver all instruments and payments described herein.

2. Entire Agreement: This Agreement represents the entire integrated agreement between TC and HL. It

supersedes all prior negotiations, representations or agreements either written or oral. This Agreement may be

amended only by written instrument signed by TC and HL.

3. Termination by force majeure: If there occurs a force majeure, i.e., government orders, laws or regulations,

strikes, sabotages, lockouts, embargoes, war, acts of God (such as a flood or earthquake) or any other event caused

beyond the reasonable control of the parties of this Agreement, allowing performance by either party under this

Agreement impossible, the parties subject to the force majeure may terminate this Agreement by fifteen (15) days

written notice to the other

4. Payment in event of force majeure: In a force majeure termination of this Agreement by TC, HL will be

compensated for all services performed up to the date of termination and will retain all compensation paid up to the

date of termination.

5. Notices: Notices hereunder are effective if sent by first class mail (or its equivalent), postage prepaid, courier

or fax, to the addresses listed and to the individuals named first above, or to the different person and at the different

address, if any, set out here.

6. HLS’s standard of care; disclaimer of warranties: HLS will perform professional services in a manner consistent

with that level of care and skill ordinarily exercised by members of the Hospitality Consultants profession practicing

under similar conditions and circumstances. No other warranty or representation to TC or its contractors and

subcontractors, expressed or implied, is included or intended in this Agreement, or in any report, drawing, design,

document, information expressed in electronic media, or otherwise.

7. Limitation of HLS’s liability: HLS’s liability, or that of its consultants, to TC for any actions, damages, claims,

demands, judgments, losses, costs, and expenses arising out of or resulting from the negligent acts, errors, or

omissions of HLS or its consultants is limited to the amount of compensation paid to HLS under this Agreement.

8. TC to indemnify HLS, others: TC agrees to indemnify, defend and hold harmless HLS and each of its

shareholders, directors, officers, partners, employees, agents, subsidiaries, and divisions (and each of their heirs,

successors, and assigns) from any and all claims, demands, liabilities, suits, causes of action, judgments, costs and

expenses, including reasonable attorneys’ fees, arising, or allegedly arising from, personal injury, including death,

property damage, including loss of use thereof, economic loss, or otherwise, due in any manner to the error, omission,

negligence, recklessness or intentional act of TC or any of its agents, employees, or contractors as a result of

performance of the Project, whether any error, omission, negligence, recklessness or intentional act of HLS or any

other indemnitee contributed thereto, except in a case where HLS or another indemnitee is the only negligent party,

as determined by a court of competent jurisdiction, in which case no indemnification is owed to the solely negligent

party.

9. HLS’s rights in certain property & Fees: RFP to the hotels operators, any consultations and advices including,

but not limited to study, Models, Specefications, electronic files made by HL, , and other derivations that are part of

the Project are the intellectual property of HLS, are intended for use solely with respect to this Project, and, unless

otherwise provided, HLS will be deemed the author of these documents and will retain all common law, statutory and

other reserved rights, including the copyright. TC will be permitted to retain copies; however, TC or others will not

use such copies on other projects, for additions to this Project, or for completion of this Project by others, unless HLS

is adjudged to be in default under this Agreement, except by agreement in writing and with appropriate compensation

to HLS. Reuse without HLS’s professional involvement will be at TC’s sole risk and without liability to HLS. TC will

indemnify and hold harmless HLS, HLS’s consultants and agents and employees or any of them from and against

claims, damages, losses and expenses, including but not limited to reasonable attorneys’ fees, arising out of

unauthorized reuse of consultations and advices and other instruments that are part of the Project.

10. Finder fees for the subject project phase are under HL disposition.