Hotel Management Agreement

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									This is an agreement between a hotel's owner and a hotel manager. This agreement
states that for a specified term, the manager will receive compensation to undertake
some of the following duties and responsibilities: (1) pay all operating expenses (2) pay
lenders that the owner designates as being owed (3) pay taxes (4) maintain the property
and make all the necessary repairs to the property (5) employ individuals to work in the
hotel (6) pay the owner, and (7) keep a record of all the monies received and disbursed
in connection with the management of the hotel. This form contains standard language;
however, additional language may be added. Use this form when hiring a hotel
                                HOTEL MANAGEMENT AGREEMENT

THIS AGREEMENT made as of the _______________ day of ______________________,
20________, by and between _______________________, a _______________ Corporation,
(the “Owner”), with offices at ________________________________________ and
_______________________,       (the     “Manager”),      with      offices      at


WHEREAS,     the   Owner    is  the   owner     of     certain            hotel    located     at
________________________________________ (the “Hotel”).

WHEREAS, the Owner desires to retain the Manager, and the Manager desires to be so retained,
on the terms and conditions which are set forth herein.

NOW THEREFORE, in consideration of the foregoing and the mutual covenants and promises
which are set forth herein, the parties hereby agree as follows:


Owner hereby designates the Manager as the agent and representative of the Owner for the
purpose of managing the Hotel for the account of the Owner.


This Agreement shall remain in effect for a period beginning on the date written above and
continuing for a period of _______________ years, unless terminated earlier as provided below.
Upon expiration of the initial term, this Agreement shall automatically renew for successive
period of one (1) year each.

This Agreement may be terminated at any time by the Owner for “cause”. For purposes of this
Agreement, “cause” shall be any continuing or repeated failure by the Manager to perform its
duties and responsibilities set forth in this Agreement.


Subject to the other provisions of this Agreement, the duties and responsibilities of the Manager
in connection with the management of the Hotel are as follows:

(a) Collection of Revenue. The Manager shall collect all revenues from the operations of the

(b) Expenses. The Manager shall, from gross revenues collected from the Hotels:

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         (i) pay all operating expenses (including advertising and promotional expenses) and such
         other expenses of the Hotels; and

         (ii) pay to any lenders designated by the Owner all sums that may become due on loans
         affecting the Hotel and the Owner.

(c) Taxes. The Manager shall pay all taxes levied and assessed against the Hotel prior to
delinquency. The Manager shall withhold from gross revenues an amount equal to the estimated
annual taxes on the Owner in connection with the Hotel, and the Manager shall pay such taxes
from such withheld amounts.

(d) Maintenance and Repairs. The Manager shall do everything reasonably necessary for the
proper maintenance, upkeep and repair of the Hotel. The Manager shall also cause all
improvements, decorations and alterations to the Hotel as may be required in its reasonable
discretion, subject to the requirements of Hotel’s lease/license.

(e) Employees. The Manager shall have authority to hire, supervise and terminate on behalf of
the Owner, all independent contractors and employees, if any, reasonably required in the
operation of the Hotel, but all such employees shall be employees of the Owner and not
employees of the Manager. Where applicable, the Manager shall prepare for the Owner payroll
tax returns and shall make payments of such taxes to appropriate agencies out of gross revenues
from the Hotel.

(f) Legal Assistance. Where legal assistance is needed for matters involving the Hotel, such
action shall be taken through counsel designated or approved by the Owner. The expenses for
such counsel shall be borne by the Owner.

(g) Records. The Manager shall maintain accurate records of all moneys received and disbursed
in connection with its management of the Hotel, and such records shall be open for inspection by
the Owner at all times during regular business hours. The Manager shall also render to the
Owner a monthly statement showing all receipts and disbursements, relating to the Hotel.

(h) Expenses of Manager. All of the following expenses are part of the Manager's fee and are
the sole expense of the Manager: payroll processing fees, messenger service, money transport
and change fees, health plan and benefit plan maintenance fees, all operating expenses not
directly incurred at the unit level.

(i) Payment of Owner. After the Manager deducts all authorized expenses relating to the
operation and management of the Hotel (including the managers fee) from the funds collected for
the account of the Owner, as well as all reserves set by the Owner for working capital and capital
expenditures, the Manager shall disburse any remaining funds as agreed between the manager
and the Owner.

(j) Insurance. Upon the execution of this Agreement, the Manager will review existing
insurance coverage on the Hotel with its insurance broker to determine adequacy of coverage,

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and may place, on behalf of the Owner and at the Owner's expense, such coverage as the
Manager and the Owner deem appropriate.

(k) Compliance with Laws. The Manager shall manage the Hotel in full compliance with the
requirements of all applicable laws.


Notwithstanding anything to the contrary which may be contained in this Agreement, the parties
acknowledge and agree that the following acts and actions require prior approval of the Owner:

(a) All decisions of the Manager will be subject to any policies as set by the Owner and
communicated to the Manager.

(b) Any change in the name of the Hotel or any proposed new use of such name in any manner.

(c) Preparation of an annual operating budget, capital budget or business plan for the Hotel.

(d) All advertising and promotional expenses for the Hotel.


As compensation for its services to be performed pursuant to this Agreement, the Owner shall
pay to the Manager a fee equivalent to _____________ percent of the annual gross sales of the
Hotel. This Compensation is payable every month based on revenues for each month.

The compensation to be paid to the Manager will be the entire payment to the Manager in
connection with its services, and no additional payment or amount will be charged by the
Manager for any services or work which may be performed by employees or other personnel of
the Manager in connection with the Manager's performance of its obligations hereunder.


Except for the willful misconduct, recklessness or negligence of the Manager, the Owner agrees
to indemnify the Manager against all claims from or connected with the management of the
Hotel by the Manager or the performance or exercise of any of the duties, obligations or powers
herein or hereafter granted to the Manager, provided that the Manager gives the Owner prompt
written notice of each such claim, permits the Owner to contest such claim and cooperates with
the Owner in any such contesting of the claim.


This Agreement shall be governed and construed in accordance with the laws of the State of


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Should there be any dispute between the parties concerning the interpretation of this Agreement
or concerning an alleged breach of this Agreement, which the parties are unable to resolve after
consultation with each other, such dispute shall be decided by arbitration pursuant to the
regulations and procedures of the American Arbitration Association. The parties agree that any
award rendered by the American Arbitration Association may be entered in the appropriate state
or federal court located within the state of _____________.


This Agreement contains the entire agreement of the parties concerning the subject matter
hereof, and supersedes any and all prior agreements among the parties hereto concerning the
subject matter hereof, which prior agreements, if any, are hereby canceled. This Agreement may
not be changed, modified, amended, discharged, abandoned or terminated orally, but only by an
agreement in writing, signed by the parties hereto.


If any of the provisions of this Agreement is held invalid, such invalidity shall not affect the
other provisions hereof that can be given effect without the invalid provision, and to this end the
provisions of this Agreement are intended to be and shall be deemed severable.


All notices, correspondence, writings, statements or other communication required or permitted
to be given hereunder by either of the parties to the other of them shall be given, made or
communicated, as the case may be, by personally delivering the same, by telex, telegram or
electronic facsimile transfer, or by registered or certified mail, first-class, postage prepaid, return
receipt requested, addressed to the recipient as follows:







Both parties reserve the right to change the address of service at any time, with notice in writing
to the receiving party.

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Waiver by any party of any breach of this Agreement or failure to exercise any right hereunder
shall not be deemed to be a waiver of any other breach or right. The failure of any party to take
action by reason of any such breach or to exercise any such right shall not deprive such party of
the right to take action at any time while such breach or condition giving rise to such right


No party hereto shall have the right to assign all or any part of its right or obligations hereunder
without the prior consent of the other party, except that nothing contained in this sentence shall
prevent any party from assigning its right to receive monies hereunder. This agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective successors and

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above



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