Barbara Dunn-O’Neal bdunnoneal@btlaw.com Contracts Clash: Barbara Dunn-O’Neal bdunnoneal@btlaw.com Lisa Sommer Devlin lisa@devlinfirm.com

Format: Key to good drafting is noticing problems: Ambiguity Wrong remedy Doesn’t address issue We will show you a clause You identify problem areas We explain issues You get points if you “spotted the issue”

Winner gets? Bragging rights! Knowledge that you have learned to examine clauses critically!

“Rate Integrity” Hotel will not offer lower rates to the public over group’s event dates. If lower rates are offered, they will be extended to group attendees.

“Rate Integrity” Hotel will not offer lower rates to the public over group dates. If lower rates are offered, they will be extended to group attendees. Is this a reasonable clause to request? How is offer defined? What is public? Do group dates include extended stay? Remedy—is that the solution? One point for each issue spotted

Confidentiality All information provided by Group to Hotel, whether orally, in writing or electronically, will be considered strictly confidential, including but not limited to, personally identifiable information relating to attendees and all other information about or provided by Group. Hotel will keep all confidential information confidential and return or destroy it at the conclusion of group’s event.

Confidentiality All information provided by Group to Hotel, whether orally, in writing or electronically, will be considered strictly confidential, including but not limited to, personally identifiable information relating to attendees and all other information about or provided by Group. Hotel will keep all confidential information confidential and return or destroy it at the conclusion of group’s event.

Does this clause protect the group? Hotel does not need/want confidential info Recognize who owns what information Draft clause to protect information you don’t want “leaked” Who is more dangerous: hotel employees or competitor outside the door? One point for each issue you saw.

Renovation Should any construction be taking place during TDA’s meeting, the Resort shall notify TDA and TDA shall have the right to cancel its contract without liability upon written notice to the Resort if it determines such construction shall unreasonably affect its meeting.

Do your words address your issue? Should any construction be taking place during TDA’s meeting, the Resort shall notify TDA and TDA shall have the right to cancel its contract without liability upon written notice to the Resort if it determines such construction shall unreasonably affect its meeting. 1 Point for each red word you identified.

Attrition Group room block is an estimate of expected attendance, and Group will use reasonable efforts to promote the use of Hotel. Group will not be responsible or owe any damages for any rooms not used in the room block.

Is “No Attrition” Smart? No! No Attrition = No Contract How to protect yourself from attrition liability Reserve conservatively Have options to review/reduce Negotiate lower attrition threshold Give yourself one point for each point you knew

Attrition Group will not be charged attrition fees on any out of order rooms, rooms reserved but not used by any other groups or individual guests of the Hotel, any rooms reserved for Hotel usage which would not have been occupied, or for off market rooms.

Does your clause make sense? Group will not be charged attrition fees on any out of order rooms, rooms reserved but not used by any other groups or individual guests of the Hotel, any rooms reserved for Hotel usage which would not have been occupied, or for off market rooms. Give yourself one point for each item you found

Resale: Damages for attrition or cancellation will be reduced by rooms resold by hotel.

Does your clause create a dispute? Damages for attrition or cancellation will be reduced by rooms resold by hotel. How calculated? What credit? Give yourself one point if you understood the issue

Did you proofread?

Did you proofread?

Contract + Addendum Is Addendum the right word? Good idea or bad idea? No, addendum is a clarification or explanation, not new terms. Change to existing contract is an AMENDMENT. Good idea or bad idea? Usually a sign of lazy contracting Negotiate one complete contract instead of sticking together two inconsistent documents Give yourself a point if you don’t use addenda

Little things matter Did you name the right party? Does each page have to be initialed? Do both parties have to have a fully signed copy? Give yourself a point for each right answer.

So who won? Raise your hand if you have 5 points 10? 15? 20? More?

Congratulations, you are all winners! Everybody learned something What questions can we answer?

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