system: You are a contract-analysis assistant performing a span-extraction task. You are given an excerpt from a commercial contract and the name of a clause type to locate within it.

Return the exact text of the requested clause, copied verbatim from the excerpt — identical wording and punctuation, with no paraphrasing, summarising, explanation, or added commentary.

The excerpt is one window of a much longer contract and often will not contain the requested clause. If the requested clause does not appear in this excerpt, respond with exactly: Not found.

Output only the extracted clause text, or the exact string `Not found.` — nothing else.

user: Contract excerpt:
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Exhibit 10.22 STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun) THIS STRATEGIC ALLIANCE AGREEMENT (the "Agreement") is made and entered into as of December 14, 2016 (the "Effective Date"), by and between Hyatt Franchising Latin America, L.L.C., a limited liability company organized and existing under the laws of the State of Delaware (U.S.A.) with its principal place of business located at 71 South Wacker Drive, Chicago, Illinois 60606, U.S.A. ("Hyatt"), and Playa Hotels & Resorts, B.V., a private limited liability company organized and existing under the laws of the Netherlands with its registered address at Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands ("Playa"). Hyatt and Playa are each referred to as a "Party" and collectively as the "Parties." R E C I T A L S: WHEREAS, Hyatt and Playa are parties to that certain Master Development Agreement dated as of August 9, 2013 (as amended, the "Master Development Agreement") under which Hyatt granted Playa the exclusive (to the extent set forth therein) right, provided that Playa met certain conditions, to develop all-inclusive resorts under either or both of the Hyatt Ziva® or Hyatt Zilara® brands and other aspects of the proprietary system owned by Hyatt or its affiliates ("Hyatt All-Inclusive Resorts") in the countries of Mexico, Costa Rica, the Dominican Republic, Jamaica and Panama, as their boundaries exist as of the Effective Date (the "Market Area"); and WHEREAS, simultaneously with signing this Agreement, Hyatt and Playa or its affiliates are terminating the Master Development Agreement and signing amendments to the following franchise agreements (collectively, the "Existing Franchise Agreements") covering the following Hyatt All-Inclusive Resorts: • Franchise Agreement dated as of August 9, 2013, amended and restated on January 31, 2014 between Hyatt and Playa Hall JamaicanResort Limited for the operation of the Hyatt Ziva/Zilara® resort at 1 Ritz-Carlton Drive, Rose Hall, Montego Bay, Jamaica • Franchise Agreement dated as of August 9, 2013, amended and restated on January 31, 2014 between Hyatt and Playa Cabos Baja, S. DeR.L. De C.V. for the operation of the Hyatt Ziva® resort at Paseo de Malecón I-5 D, San José del Cabo, 23405, Mexico • Franchise Agreement dated as of August 9, 2013, amended and restated on January 31, 2014 between Hyatt and Cameron Del Pacifico S. De R.L. De C.V. for the operation of the Hyatt Ziva® resort at Carretera Barra de Navidad Km. 3.5, Zona Hotelera, 48300, Puerto Vallarta, Jalisco, Mexico • Franchise Agreement dated as of August 9, 2013, amended and restated on January 31, 2014 between Hyatt and Cameron Del Caribe S. De R.L. De C.V. for the operation of the Hyatt Ziva® resort at Blvd. Kukulkan Km 9.5, Zona Hotelera, Punta Cancún, 77500, Cancún, Quintana Roo, Mexico • Franchise Agreement dated as of August 9, 2013, amended and restated on January 31, 2014 between Hyatt and The Royal Cancun S. De R.L. De C.V. for the operation of the Hyatt Zilara® resort at Blvd. Kukulkan Km 11.5, Zona Hotelera, 77500 Cancún, Quintana Roo, Mexico; and WHEREAS, Hyatt and Playa have agreed to terminate the Master Development Agreement and to enter into this Agreement. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Amendment and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. First Offer for Development Opportunities. During the period beginning on the Effective Date and ending on December 31, 2018 (the "Development Term"), each Party (the "Offering Party") agrees to provide to the other Party (the "Receiving Party") a right of first offer with respect to any proposed offer or arrangement, which the Offering Party (or its affiliate) desires to accept, under which the Offering Party or one of its affiliates would acquire the ownership of real property in the Market Area (the "Development Property") on which a Hyatt All-Inclusive Resort would operate (a "Development Opportunity"). If the Offering Party is required to offer the Receiving Party a Development Opportunity pursuant to this Section 1, the Offering Party must deliver written notice to the Receiving Party, together with reasonable due diligence information in the Offering Party's possession to enable the Receiving Party to evaluate the Development Opportunity (collectively, the "Offer Notice"). The Receiving Party will have ten (10) business days after receiving the Offer Notice to notify the Offering Party whether the Receiving Party exercises its right of first offer for that Development Opportunity. If the Receiving Party and exercises its right of first offer hereunder, and: (a) if the Receiving
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Extract the exact clause related to "Governing Law" from the excerpt above.