If a Camp Margaritaville franchisee acquires rights in Guest Profile Data, what must they do?

mployment for all Resort employees (including Key Personnel), for all decisions concerning the hiring, firing and discipline of Resort employees, and for all other aspects of the Resort's labor relations and employment practices.

Section 4.05 Data Ownership, Use, and Protection.

(a) Guest Profile Data.

(i) Ownership and Use. All Guest Profile Data is and shall remain the property of Franchisor (and its Affiliates) and shall at all times be Confidential Information. Franchisee must obtain from Resort guests, prospective guests and third parties all consents and authorizations, and provide guests with all disclosures required by Applicable Law and necessary to transmit Guest Profile Data to Franchisor or its Affiliates, and for Franchisor and its Affiliates to use that Guest Profile Data, in the manner contemplated by this Agreement and Franchisor's then-current privacy notice. Franchisee shall provide Franchisor with access to all Guest Profile Data in Franchisee's possession or control through an automated process, in the format and manner specified by Franchisor, and Franchisor shall have the right to access the Resort's property management system ("PMS") and other computer systems upon

request to review and retrieve Guest Profile Data. Franchisor grants Franchisee a limited, revocable, non-transferrable right and license to use the Guest Profile Data in Franchisee's possession during the Term solely as necessary and allowed by Applicable Law to market to and provide services to the Resort's guests and prospective guests. Unless Franchisor (in its sole discretion) has approved in writing and in advance or as otherwise required by Applicable Law, and, only to the extent required by Applicable Law, the Guest Profile Data shall not be: (a) used by or on behalf of Franchisee for any other purpose; (b) disclosed, sold, shared, assigned, leased or otherwise provided to third parties by or on behalf of Franchisee; or (c) commercially exploited by or on behalf of Franchisee. Franchisee shall not use Guest Profile Data to market other brands and shall not combine the sales, marketing, promotion and/or advertising of any other brand with the sales, marketing, promotion and/or advertising of the Resort unless specifically approved by Franchisor. Franchisee shall not create, engage in, or promote any separate additional applications, loyalty or rewards programs or any kind other than those approved by Franchisor. Franchisee shall not manually upload or edit Guest Profile Data or data lists of any kind into the system without the express written consent of Franchisor. Franchisee is not permitted to purchase or sell data lists, or make third-party data sharing agreements for use in connection with the Resort.

• (ii) Third Party Subcontractors. Franchisee may only authorize a third party (subcontractor) or Affiliate to process the Guest Profile Data if: (a) Any such subcontractor or Affiliate is approved by Franchisor in writing prior to engagement by Franchisee, or in the case of an Affiliate, if the use of the Guest Profile Data by the Affiliate is approved in writing by Franchisor before access to the Guest Profile Data is granted to the Affiliate; (b) Franchisee enters into a written contract with the subcontractor or Affiliate that contains terms substantially the same as those set out in this Agreement and, upon the Franchisor's written request, provides the Franchisor with copies of such contracts; (c) Franchisee maintains control over all Guest Profile Data it entrusts to the subcontractor or Affiliate; and (d) the subcontractor's or Affiliate's contract terminates automatically on termination of this Agreement for any reason.
• (iii) Assignment. To the extent Franchisee acquires any rights in the Guest Profile Data by operation of Applicable Law, Franchisee hereby irrevocably assigns, transfers and conveys to Franchisor (and Franchisee shall cause Franchisee Agents to assign, transfer and convey to Franchisor), without further consideration all of its and their right, title and interest in and to the Guest Profile Data. Upon request by Franchisor, Franchisee shall and shall cause Franchisee Agents to execute and deliver to Franchisor any other documents that may be necessary or desirable under any Applicable Law to preserve, or enable Franchisor to enforce, its rights with respect to the Guest Profile Data.
• (iv) Policies. Franchisee shall develop, maintain, and enforce all necessary privacy and security policies and procedures in order to comply with Data Protection Laws and the requirements of this Agreement. Franchisee shall limit the disclosure of Guest Profile Data to only those Franchisee personnel who: (a) have been advised of the proprietary nature of the Guest Profile Data; (b) have acknowledged the obligation to maintain the confidentiality of the Guest Profile Data in accordance with the terms of this Agreement; (c) have undertaken reasonable training on the Data Protection Laws

relating to handling the Guest Profile Data and Confidential Information and how they apply to their particular duties; and (d) are aware of the Franchisee's duties and their personal duties and obligations under the Data Protection Laws and this Agreement.

Source: Item 23 — RECEIPTS (FDD pages 72–406)