ON BEHALF OF ITSELF AND ITS
AFFILIATES, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, AND ANY PERSON OR
ENTITY ACTING FOR OR ON BEHALF OF ANY OF THEM, NOT TO SOLICIT THE EMPLOYMENT OF
ANY OWNER EMPLOYEE, WITHOUT OWNER'S PRIOR WRITTEN CONSENT, AT ANY TIME DURING
THE TERM OR DURING THE ONE YEAR PERIOD FOLLOWING TERMINATION OF THE AGREEMENT
FOR ANY REASON OTHER THAN AFTER (I) A CONDEMNATION PURSUANT TO ARTICLE EIGHT,
(II) A SALE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE HOTEL OR (III) A
CHANGE IN CONTROL OF OWNER.
2.07
EXPENSES.
ALL COSTS, EXPENSES, FUNDING OF OPERATING DEFICITS AND
WORKING CAPITAL AND OTHER OBLIGATIONS AND LIABILITIES INCURRED PURSUANT TO THE
TERMS AND CONDITIONS OF THIS AGREEMENT, THE BUDGET, THE OPERATING STANDARD AND
THE GRANT OF AUTHORITY TO OPERATOR AS PROVIDED HEREIN, SHALL BE THE SOLE AND
EXCLUSIVE RESPONSIBILITY AND OBLIGATION OF OWNER.
2.08
PROPRIETARY INFORMATION .
AT ALL TIMES DURING THE TERM AND
THEREAFTER, UNLESS CONSENTED TO IN WRITING BY THE OTHER PARTY, NEITHER OPERATOR
NOR OWNER SHALL DIRECTLY OR INDIRECTLY AT ANY TIME OR IN ANY MANNER USE, COPY OR
RETAIN ANY PROPRIETARY INFORMATION AND SYSTEMS (AS DEFINED BELOW) OF THE OTHER
PARTY, AND EACH OF OPERATOR AND OWNER ACKNOWLEDGES AND AGREES THAT ALL
PROPRIETARY INFORMATION AND SYSTEMS OF THE OTHER PARTY ARE, AND SHALL AT ALL
TIMES REMAIN, THE SOLE PROPERTY OF THE PARTY PROVIDING SUCH PROPRIETARY
INFORMATION AND SYSTEMS.
FOR PURPOSES OF THIS AGREEMENT, "PROPRIETARY
INFORMATION AND SYSTEMS" OF A PARTY SHALL MEAN ANY INFORMATION, MATERIAL OR
SYSTEMS WHICH ARE PROPRIETARY TO THE DISCLOSING PARTY OR DESIGNATED AS
CONFIDENTIAL BY THE DISCLOSING PARTY, WHETHER OR NOT OWNED OR DEVELOPED BY THE
DISCLOSING PARTY, WHICH ARE NOT GENERALLY KNOWN OTHER THAN BY THE DISCLOSING
PARTY, AND WHICH THE RECEIVING PARTY MAY OBTAIN KNOWLEDGE OF THROUGH OR AS A
RESULT OF THE RELATIONSHIP ESTABLISHED HEREUNDER WITH THE DISCLOSING PARTY,
ACCESS TO THE DISCLOSING PARTY'S PREMISES, OR COMMUNICATION WITH THE DISCLOSING
PARTY'S EMPLOYEES OR INDEPENDENT CONTRACTORS.
PROPRIETARY INFORMATION AND
SYSTEMS ALSO INCLUDES ANY INFORMATION MATERIAL OR SYSTEMS WHICH THE DISCLOSING
PARTY OBTAINS FROM ANY THIRD PARTY WHICH THE DISCLOSING PARTY TREATS AS
PROPRIETARY OR DESIGNATES AS CONFIDENTIAL.
PROPRIETARY INFORMATION AND SYSTEMS
OF THE OWNER INCLUDES ANY AND ALL GUEST OR CUSTOMER PROFILES, CONTACT
INFORMATION (E.G., ADDRESSES, PHONE NUMBERS, FACSIMILE NUMBERS AND EMAIL
ADDRESSES), HISTORIES, PREFERENCES AND ANY OTHER GUEST OR CUSTOMER INFORMATION
IN ANY DATABASE OF OWNER OR ITS AFFILIATES, WHETHER OBTAINED OR DERIVED BY
OPERATOR OR ITS AFFILIATES FROM: (A) GUESTS OR CUSTOMERS OF THE HOTEL; OR
(B) ANY OTHER SOURCES OR DATABASES. PROPRIETARY INFORMATION AND SYSTEMS SHALL
NOT INCLUDE INFORMATION, MATERIAL OR SYSTEMS THAT (I) ARE NOW OR LATER BECOME
GENERALLY KNOWN TO THE PUBLIC (OTHER THAN AS A RESULT OF A BREACH OF THIS
AGREEMENT); (II) ARE INDEPENDENTLY DEVELOPED BY THE RECEIVING PARTY; (III) THE
RECEIVING PARTY LAWFULLY OBTAINS FROM ANY THIRD PARTY WHO HAS LAWFULLY OBTAINED
SUCH INFORMATION; OR (IV) ARE LATER PUBLISHED OR GENERALLY DISCLOSED TO THE
PUBLIC BY THE DISCLOSING