1. Understanding Difficult Contract ClausesTyra Hilliard, PhD, JD, CMP The University of Alabama www.tyrahilliard.com@DrTyra

2. DisclaimerThis session is for educational purposes only. What is discussedin this session does not constitute legal advice, nor does anyclient-attorney privilege or confidentiality attach regardingissues discussed, publicly or privately in relation to this session.In other words, Im not your lawyer. 3. Housekeeping Be aware of emergency exits Noisy gadgets on quiet Please ask questions, give answers, make suggestions anytime! But dont hog the floor. If you have an elaborate question or scenario that is specificto you or your organization, ask afterwards. I encourage Tweeters to tweet (@drtyra) Slip out if you need to. If this is not for you, dont feel like you should stay. 4. Which are the difficult clauses?The ones with the biggestfinancial risk? Performance Attrition Cancellation Other Force majeure Indemnification Insurance What else? 5. Attrition 6. Would You Sign This?Group agrees that if Group uses fewer room nights than theroom block established in this agreement, Hotel will beharmed.Group will be required to pay for each unused room night inthe Groups contracted room block at 75% of the confirmedgroup rate plus tax.The parties agree that this is a liquidated damages clause andnot a penalty. 7. A Few Words Make a DifferenceGroup agrees that if Group uses fewer room nights than theroom block established in this agreement, Hotel will may beharmed.Group will be required to pay for each unused room night inthe Groups contracted room block at 75% of the confirmedgroup single room rate plus applicable tax up to 80% of theoriginal room block.The parties agree that this is a liquidated damages clause andnot a penalty. 8. Other Attrition Issues Room block Who is credited to it? What if it is modified after the contract? What if the planner needs more rooms? Are concessions tied to rooms attrition? Audit 9. Do you need a room block? 50% of planners are booking smaller room blocks 18% have eliminated room blocks 17% more are consider eliminating room blocks Pros & Cons? Alternatives?M&C, May 1, 2012 10. Cancellation 11. Would You Sign This?If Group cancels, Group agrees to pay Hotel $50,000 within10 days of notice of cancellation. If Hotel cancels, Hotel agreesto pay Group $50,000 within 10 days of notice of cancellation. 12. Cancellation damages calculationcalculated by multiplying the negotiated single group roomrate by the number of rooms in the contracted block at thetime of cancellation, less allowable slippage and comps. Groupwill have no liability for unused rooms in the Group roomblock that are resold by Hotel or that remain unavailable forsale over any of Groups meeting dates. 13. could not meet terms of contract. OutsourceWorld 1000 people from 25 countries Marriott Marquis, NY Several major sponsors pulled out and the event organizercouldnt make the payment to the hotel OutsourceWorld filed bankruptcy Attendees had to seek reimbursement through liquidation. 14. Force Majeure 15. Force Majeure 16. Would You Sign This?The parties performance under this agreement is subject toacts of God, war, governmentregulation, terrorism, disaster, strikes, civildisorder, curtailment of transportation facilities, or any otheremergency beyond the parties control, making it impossible orillegal for Hotel to host the meeting in the facility. 17. Make sure reciprocal really isThe parties performance under this agreement, in whole or inpart, is subject to acts of God, war, governmentregulation, terrorism, disaster, strikes, civildisorder, curtailment of transportation facilities, or any otheremergency beyond the parties control, making itimpossible, illegal, or commercially impracticable for Group tohold the meeting or for Hotel to host the meeting in thefacility. 18. Indemnification 19. Would you sign this?Group agrees to defend, indemnify, and hold harmlessHotel from and against all claims, actions, causes of action,or liabilities, including reasonable attorneys fees, arisingout of or resulting from any act undertaken or committedby Group, its attendees, vendors or contractors. Hotelagrees to indemnify and hold harmless Group for anyclaims, actions, causes or action, or liabilities arising out ofHotels sole negligence. 20. Beware Sole negligence - a party is the sole and only cause of aresult Gross negligence - conscious and voluntary disregard of theneed to use reasonable care Negligence didnt do what a reasonable prudent personwould have done in the same circumstances 21. Insurance 22. Would you sign this?Group agrees to carry adequate insurance to cover any and allliabilities that may occur in relation to this Agreement. 23. Thank you! 24. Understanding Difficult Contract ClausesTyra Hilliard, PhD, JD, CMP The University of Alabama www.tyrahilliard.com@DrTyra