ROSEWOOD ELITE

TRADEMARK LICENSE AGREEMENT

This Agreement is made as of the date of Licensee’s electronic signature below.

WHEREAS, Rosewood Hotels and Resorts, L.L.C. (“Licensor”) is the owner of, or has the right to use, certain trademarks described in Exhibit A (the “Marks”), and Licensee wishes to obtain a non exclusive license to use the Marks under the terms and conditions of this Agreement.

NOW THEREFORE, for mutual considerations, the receipt and sufficiency of which are severally acknowledged, Licensor and Licensee agree as follows:

1. Marks
   1. Licensee recognizes the value of the goodwill associated with the Marks, and acknowledges that the Marks and all rights therein and goodwill pertaining thereto belong exclusively to Rosewood.
   2. Licensee agrees that this Agreement gives it no rights whatsoever to the Marks except as specifically provided here under.


2. Territory
   The Territory for this Agreement is the country where Licensee is located.
   
   
3. Trademark License
   Licensor grants to Licensee a nonexclusive, royalty-free, limited license to use the Marks as trademarks in the applicable Territory in select marketing materials, such as on the Licensee’s website and on the e-mail signature block of Licensee’s travel agents in the Rosewood Elite program, subject to the following conditions:
   
   1. Licensee strictly adheres to Licensor’s “logo usage” guidelines attached hereto as Exhibit B.
   2. Licensee is not in default of any term or condition of this Agreement;
   3. Except for its licensed use of the Marks hereunder, Licensee will not adopt or use any mark, logo, insignia, or design that is or is likely to be confusingly similar to or cause deception or mistake with respect to any of the Marks; and
   4. Licensee may use the Marks only in connection with the marketing of Licensor’s managed hotels as part of Licensee’s participation in the Rosewood Elite program.


4. Quality Control
   
   1. Licensee agrees that it will not use the Marks in a manner that would be offensive to good taste or would injure the reputation of Licensor and/or the Marks.
   2. Licensee further agrees that Licensee will, at Licensee’s own expense, send to Licensor (to the attention of the manager of the applicable Regional Sales Office) for Licensor’s prior written approval the text and layout of all proposed uses of the Marks. Licensee shall not use any material that has not been approved by Licensor.


5. No Trademark Registration by Licensee
   Licensee agrees that it will not, during the term hereof or at any time thereafter, make application for or aid or abet others to seek trademark registrations or recordings of any mark or design which includes the Marks, or variations thereof, alone or in combination, nor to contest Licensor’s rights thereto.
   
   
6. Infringement
   Licensee will notify Licensor of any suspected or actual infringements of Licensor’s trademarks, unfair competition, “palming off,” or other intellectual property rights violations.
   
   
7. Remedies
   All remedies under this Agreement and under law are intended to be cumulative and not exclusive. Licensee acknowledges that Licensor has no adequate remedy hereunder or at law for Licensee’s use of the Marks in violation of this Agreement and Licensor will be entitled to injunctive relief or other equitable remedies therefor.
   
   
8. No Assignment
   This Agreement will bind and benefit the parties hereto and their respective successors and permitted assigns. The rights granted herein are personal to Licensee and may not be assigned, sublicensed, or transferred, in whole or in part, by Licensee in any manner whatsoever, except with Licensor’s prior written consent. Any attempted assignment, transfer or sublicense of this Agreement, in whole or in part, in violation of the foregoing prohibition will be null and void. Licensor may assign this Agreement in whole or in part without any restrictions.
   
   
9. Warranty and Indemnity
   
   1. Licensee warrants and represents that it will not violate the trademark, unfair competition, or the intellectual property right of Licensor or any third party.
   2. Licensee agrees at its own cost and expense to defend, indemnify, and hold harmless Licensor (including, without limitation, Licensor’s subsidiaries, affiliates, stockholders, directors, officers, employees, and agents) harmless from and against any and all loss, liability, claims, suits, actions, proceedings, judgments, awards, damages, and expense (including, without limitation, attorneys’ fees) that they, or any of them, may incur or suffer which arise out of or is claimed by the claimant to arise out of any state of facts that would constitute a breach by Licensee of any representation, warranty, covenant, or term of this Agreement or by reason of the operation of Licensee’s business. Licensor agrees to notify Licensee promptly of any claim hereunder. Licensor may, at its own expense, have counsel of its own choice represent Licensor or its affiliates in such matters. However, if Licensee fails promptly and diligently to defend, Licensor may, but will have no obligation to, defend, or settle the same without Licensee’s consent and Licensee agrees to pay the costs of defense and/or settlement, including, without limitation, counsel fees, and any judgments, awards and settlements incurred by Licensor and its affiliates related thereto. Notwithstanding the foregoing, Licensor will have sole control of such proceedings and settlements at Licensee’s expense if (i) the same would adversely affect the Marks, or (ii) an adverse result would irreparably damage Licensor’s goodwill, or (iii) Licensee fails to provide Licensor, at its request, with proof satisfactory to Licensor of the financial responsibility of Licensee or its insurers for any judgments which may be entered or, absent such proof, with a satisfactory surety bond to assure such payment.


10. Insurance
    Licensee will maintain reasonable liability insurance covering claims of trademark infringement, unfair competition, copyright infringement, and “palming off.”
    
    
11. Applicable Law
    This Agreement will be construed under the laws of and exclusively in the state and federal courts of the State of California. Licensor and Licensee waive any objection to the personal jurisdiction and venue of such courts.
    
    
12. Notices
    The written communications permitted or required by this Agreement are sufficiently conveyed to the other party if mailed first class by certified or registered mail, return receipt requested, postage prepaid, or by overnight courier, to the other party at the last known mailing address of the other party.
    
    
13. Severability
    Any provision of this Agreement found to be invalid, unenforceable, or prohibited by law will be ineffective only to the extent of such invalidity, unenforceability, or prohibition without invalidating the rest of this Agreement.
    
    
14. Modifications, Construction, and Execution
    This Agreement may not be modified, supplemented, or altered except by written instrument duly executed by both parties. This Agreement constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.
    
    
15. Captions
    The headings and captions in this Agreement are for the convenience of the parties and will have no effect on the interpretation of this Agreement.
    
    
16. Termination
    
    1. Licensor may terminate this Agreement and all of the rights licensed to Licensee hereunder in Licensor’s sole discretion and for any reason whatsoever, upon written notice to Licensee.
    2. Paragraphs 1, 5, 6, 7, 8, 9, 11, 12, 13, 14, 15, this Paragraph 16(b), and 17 will survive termination of this Agreement for any reason.


17. Relationship of the Parties.
    The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
    
    

EXHIBIT A

ROSEWOOD ELITE LOGO

EXHIBIT B

Mark Usage Guidelines

The brand logo builds equity in the brand and should always display consistency. For quality control we give the utmost importance to adherence to the following rules. The logo should always establish strong presence wherever it is applied, making background selection of great importance to its success. The logo can only be used in midnight blue, silver or reverse white.

Staging: Staging is key in establishing the logo’s presence, and at a minimum, the logo should be free of graphics, text or other elements on all four sides by clear space that equals the height (x) of the logo. Do not encroach upon the logo clear space.

Sizing: Minimum size is 25.5mm or 1 inch. While the logo was designed to work in various sizes to ensure legibility, the logo should never be reproduced smaller than 25.5mm or 1 inch, measuring from the left of the letter R to the right edge of the letter D. Do not change proportions.

Contrast: Always ensure the background provides ample visual contrast or use the midnight blue logo as it provides the highest level of contrast. When the midnight blue logo doesn’t provide enough contrast, the reverse white logo is the preferred logo. The logo should never have issues with readability; do not place the logo over any non-contrasting background.