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Contracts: The Basics

Presented by

Barbara F. Dunn Partner

Barnes & Thornburg, LLP

Moderated by

Zachary Chouteau Content Director, Features and News

Meetings Focus

Wednesday, November 6, 2013

Today’s Webinar is worth the following credit toward the CMP

application through the CIC: Stakeholder Management, 1 hour. To

receive this credit for attending simply visit:

www.meetingsfocus.com/webinarclubcontracts

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Housekeeping

Thank you to our Webinar Sponsors:

Today’s Speaker:

Barbara F. Dunn Partner

Barnes & Thornburg, LLP

Barbara.Dunn@btlaw.com

Learning Objectives

• Identify the requirements to form a contract and approaches to

drafting and revising contracts.

• Understand the mechanics of rate protection, room attrition, food and

beverage attrition and cancellation fee provisions.

• Describe the importance of other issues to address in hotel contracts

such as force majeure and indemnification provisions.

Contracts:

The Basics

©Copyright 2013. Barbara F. Dunn, Esq., Partner, Barnes & Thornburg LLP, Atlanta, Chicago, Delaware, Indiana, Los Angeles, Michigan,

Minneapolis, Ohio and Washington DC. All rights reserved under both Pan-American and international copyright conventions. No reproduction of

any part may be made without the prior written consent of the copyright holder.

Presented by:

Barbara F. Dunn, Esq.

Partner

Barnes & Thornburg LLP

• Current Negotiating Climate

• Anticipate the “What Ifs” During Contract Negotiation

• Work Hard to Make the Contract Support Your Position

• Troubleshoot…Troubleshoot… Troubleshoot

• It’s Always Easier (and Cheaper) to Keep You Out of Trouble

than to Get Your Out of Trouble

• Offer

• Acceptance/Counteroffer

• Authority to Contract

• Consideration

• Capacity

Contract Basics

• Unilateral Action

• Incorporation by Reference

• Illusory Promises

• It's Only a Tentative

• Prevailing Party Attorneys' Fees

Hotel Contracts Overview - Clauses to Watch

• Revised Contract

• Contract Plus Addendum

• Revisions on Contract

Approaches to Revising Hotel Contracts

• Rates

– Lowest/Best Rates

– Surcharges

• Commissions/Rebates

Important Provisions to Include in Hotel Contracts

• Attrition – Rooms

– Calculation of Fee

– Treatment of Resold Rooms

– Information and Documentation

– Effect on function space or complimentary concessions

– The “No Attrition Fee” provision

– Alternative Approaches to Handling Attrition

• Attendee “Charge-Backs”

• Corporate Rates

Important Provisions to Include in Hotel Contracts

• Attrition – Food and Beverage

– Calculation of Fee

– Guaranteed Dollar Amount

– Sponsored Events

Important Provisions to Include in Hotel Contracts

• Cancellation Fee

– Calculation of Fee

– Sliding Scale

– Treatment of Resold Rooms

– Mutual Cancellation Fee

Important Provisions to Include in Hotel Contracts

• Rights to Cancel without Liability

• Force Majeure – Acts of God

• What’s on the “grocery list”?

• What has to happen to performance?

• What about attrition fees, lower rates if group

performs?

Important Provisions to Include in Hotel Contracts

• Rights to Cancel without Liability

• Change in Management Company

• Construction/Renovations

• Strikes involving Hotel Labor

• Financial Difficulties at Hotel

• Deterioration in Quality

• Dependence on Other Facilities

Important Provisions to Include in Hotel Contracts

• Rights to Cancel without Liability

• Other Provisions

– Walking

– Liquor Liability

– Americans With Disabilities Act

– Indemnification

Important Provisions to Include in Hotel Contracts

• Common Problems:

– Reservations

– Walking

– Attrition

– Double-booking of function space

– Ongoing Construction

Performing the Contract: Troubleshooting and Dispute Resolution

What Else Is On Your Mind?

For questions or additional information,

please contact Barbara directly at

barbara.dunn@btlaw.com or (312) 214-4837

Barbara F. Dunn Partner

Barnes & Thornburg, LLP barbara.dunn@btlaw.com

Zach Chouteau

Content Director, Features and News

Meetings Focus zachary.chouteau@meetingsfocus.com

Questions?

Our TAKE 10 feature, offered either on our website or via our Webinar

Wrap e-newsletters, provides answers to some of the key questions we just

did not have time to get to during today’s webinar. Look for an email coming

soon!

Upcoming Events – Contracts: Advanced

presented by: Barbara Dunn - Wednesday, November 20th at 1pm Eastern.

On Demand - Also available for you to view at any time.

Visit (www.meetingsfocus.com/webinars) today learn more, register and

Watch Now!

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Contracts: The Basics

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