What is the relationship between the Franchise Agreement and the Hosting Services Agreement for The Standardx?

----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------| | | (the "Effective Date"), by and between | | | (Name of Franchisee) | | | , a(n) ("Owner") and | | | Hyatt Franchising, L.L.C., a Delaware limited liability company ("Hyatt"). | | | Hyatt and Owner may be referred to | | | herein individually as a "Party" or together as the "Parties." | | | WHEREAS, Owner owns or will own the [BRAND] Hotel, which is or will be located at, | | | , (the "Property"), and the Property is operated pursuant to a franchise agreement | | | between Owner and Hyatt (as it may be amended, "Franchise Agreement"); | | | WHEREAS, Owner has entered into an agreement with Oracle America, Inc. ("Oracle") for the licensing of | | | a property management system (the "License Agreement"); and | | | WHEREAS, in conjunction with the Franchise Agreement, Hyatt shall provide hosting and related services | | | in support of the Property Management System to the extent set forth herein. | | follows: | NOW, THEREFORE, in consideration of the representations and promises of the parties set forth below, and | | | other good and valuable consideration the sufficiency of which is hereby acknowledged, the parties agree as | | 1. | Scope of Services. | | | a. | | | Services. This Agreement including Schedule 1 describes the Services that Hyatt shall provide to | | | Owner hereunder, which shall include hosting and making available the Property Management System for use by | | | Owner and its Authorized Users, and providing and maintaining the Hosted Hardware. The Services shall also | | | include providing upgrades and updates to: (A) the Third Party Software (to the extent provided by an applicable | | | third party vendor and authorized for use by Hyatt); and (B) the Hosted Hardware (to the extent provided by an | | | applicable third party vendor and authorized for use by Hyatt). Installation and configuration services will be subject | | | to a separate agreement. | | | b. | | | Restrictions. Owner may not: (i) knowingly propagate, or allow propagation of, any virus, worms, | | | Trojan horses or other programming routine intended to damage any system or data; or (ii) knowingly store or allow | | | for storage of defamatory, trade libelous, or otherwise unlawful data. In addition, Owner must comply with all other | | | restrictions listed in the License Agreement. | | | c. | | | Suspension. | | | Hyatt, without prejudice to its other rights at law or in equity, may suspend the | | | Services: (i) upon a violation of any restriction or obligation listed in Section 1(b); (ii) if any misuse of the Services or | | | misconduct with respect to the Services on the part of Owner or its employees, agents or end users creates, in Hyatt's | | | sole and reasonable judgment, an imminent risk of material damage to Hyatt's network, facilities or other property or | | | violation of any applicable laws or legal obligations; (iii) if Owner disrupts or causes harm to Hyatt's computers, | | | systems, infrastructure, or provision of the Services to other parties; or (iv) upon request of a government authority.

Source: Item 18 — OTHER INCOME (LOSS), NET (FDD pages 187–399)