HOTEL PHOTO SHOOT/FILMING AGREEMENT
(“Hotel”) located at ______agrees to permit ______(“Guest”) to use the ______(“Site”) of the Hotel on or about ______, 20__ (from approximately ______to ______) for the daily rate of $______.___ to perform activities related to the photographing or filming of ______(the “Work”). Guest agrees (i) not unreasonably to interfere with, interrupt, or inconvenience the Hotel or the adjacent restaurant’s business or guests, patrons, clients and invitees; (ii) not to take or use any photographs or film that would in any way disparage or injure the Hotel’s or Kimpton’s, or its employees’, reputation; (iii) not to shoot any nudity or obscene photographs or film; and (iv) not to use, or take any photographs or film of, the Hotel or Kimpton name, trademarks or logos, in connection with the Work unless permitted to do so in writing by Hotel. Guest acknowledges that the Hotel expressly conditions its consent granted hereby to permit the use of the Hotel by Guest, on Guest’s agreement stated in the preceding sentence, and if it is discovered that Guest has violated such agreement, Hotel reserves the right to revoke its consent to such use immediately and require Guest to cease the Work and leave the Hotel. Hotel agrees that Guest may place all necessary facilities and equipment at or on the Hotel Site for purposes of the Work, and Guest agrees to remove them after completion of the Work and leave the Hotel in as good condition as supplied to Guest, reasonable wear and tear excepted. All Work rendered by Guest hereunder will be performed in a professional, timely and competent manner and Guest has complied and will continue to comply with all applicable federal, state and local laws, rules, regulations, ordinances, licensing requirements and business codes. Guest agrees that it shall be responsible for obtaining consent from all persons that will be photographed or filmed and in addition to the general indemnity set forth below, specifically agrees to indemnify Hotel for any claims arising out of Guest’s failure to gain such consent, except if due to the negligence or willful misconduct of Hotel.
Guest acknowledges that Hotel or Kimpton and their related entities are the sole and exclusive owners of the Hotel or Kimpton trademarks, service marks, trade names and logos, and the Hotel trademarks, service marks, trade names and logos (collectively “the Marks”). Guest agrees that any use of the Marks by Guest and the goodwill associated with such use shall inure to the benefit of Hotel or Kimpton.
Hotel grants limited, non-assignable, non-exclusive, royalty free license to use and display the Work, solely in furtherance of and in strict compliance with, the obligations under this Agreement, including without limitation the right to exploit the Work throughout the world, an unlimited number of times, in perpetuity in any and all media, now known or hereafter invented, solely in connection with the Work, and for advertising and promotional purposes in connection therewith.
The undersigned acknowledges that Guest is photographing and recording such scenes in express reliance upon the foregoing. The undersigned represents and warrants that the undersigned has all rights and authority to enter into this Agreement and to grant the rights granted hereunder.
Except if due to the negligence or willful misconduct of Releasee, Guest, on behalf of itself and any partners, employees, agents, contractors or consultants (collectively “Releasor”), waives Releasor’s right to recover from, and hereby forever agrees to release and hold harmless Hotel and Kimpton Hotel & Restaurant Group, LLC, and their respective owners, parent companies, affiliates, partners and subsidiaries, directors, officers, members, participants, employees, consultants, agents, legal representatives and assigns (collectively, “Releasee”) from any and all claims, costs, expenses, damages, actions and liabilities, of any nature, whether direct or indirect, known or unknown, foreseen or unforeseen (collectively “Claims”), arising from or relating to Releasor being present on the Hotel premises and using any of the property of the Hotel in connection with the Work, including, without limitation, personal injury, damage to property of Releasor or Claims with respect to the condition of the Hotel premises or its fixtures or property. With respect to the foregoing matters, Releasor specifically waives any Claims to which the Releasor does not know or suspect to exist in its favor at the time of executing this Release which if known by Releasor must have materially affected its settlement.
Except as respects the negligence or willful misconduct of Releasee, Releasor assumes all risk of harm for injury or damage resulting from participation in the Work and acknowledges that Releasor is voluntarily participating in the Work of Releasor’s own free will. Releasor acknowledges that except as contained in this Agreement, Releasee has not made any verbal or written representations, warranties or promises to Releasor, whether express or implied, for example, with respect to the condition or operation of the Hotel premises, the personal property and fixtures. The provisions of this Section shall survive the termination of this Agreement.
Except if due to the negligence or willful misconduct of Hotel, Guest agrees to indemnify and hold harmless Hotelfrom and against any and all third-party liabilities, claims, demands, actions, losses, damages and expenses, (including, without limitation, reasonable outside attorneys fees and court costs, whether or not in connection with litigation) judgments, subrogations or other damages, including, without limitation, for personal injury or property damage, in any way arising out of or resulting from the Work. The provisions of this Section shall survive the termination of this Agreement.
Guest agrees to comply with the insurance requirements set forth on Exhibit A attached hereto.
Signed this _____ day of ______, 20__.
GUEST:
Signature:
Name:
Title:
Address:
HOTEL:
By:Kimpton Hotel & Restaurant Group, LLC
Its:Authorized Agent
EXHIBIT A
INSURANCE REQUIREMENTS
HOTEL:
ADDRESS:
Prior to commencement of the Work, and at all times thereafter, Guest ( or its payroll services company as respects section A below) shall maintain insurance issued by insurance companies admitted in the state in which the Hotel is located which are “A” rated, Class VIII or better in Best’s Key Rating Guide protecting Hotel Entities (as defined below) against liabilities arising out of the operations of Guest and any agents, employees, or consultants including at least and in amounts no less than:
A. Worker’s Compensation & Employer’s Liability: Statutory limits required by applicable law for worker’s compensation and $1,000,000 each accident, $1,000,000 policy limit for disease, and, $1,000,000 each employee for disease, for employers’ liability and any claim arising under any other applicable Act or governmental enactment for the protection of employees.
B.Commercial General and Excess/Umbrella Liability Insurance on an “Occurrence” basis issued in form at least as broad as ISO Form CG 0001, including but not limited to and with no limitations to coverage: broad form property damage, premises liability, blanket contractual liability including Guest’s indemnity agreement contained herein, personal injury (employees’ exclusion deleted). Combined lLimits of insurance to be no less than $2,000,000 per occurrence, $2,000,000 General Aggregate (with endorsement that General Aggregate will apply separately to each project of the Guest), combined single limit for Personal Injury, Advertising Injury, Bodily Injury and Property Damage. Limits of liability may be satisfied via Umbrella Liability insuring excess limits over primary commercial general liability policy limits.
Guest is responsible for all deductibles on insurance policies Guest acquires and any and all costs of uncovered perils as respects Guest’s indemnity obligations herein.
The Hotel Entities are defined as the Hotel, Hotel’s partners, Hotel’s manager, the lender and all of their respective directors, officers, partners, members, stockholders, employees and agents of each of them.
Each policy shall have an endorsement affording and each Certificate of Insurance (which shall be delivered to Hotel in acceptable form to Hotel) must state that each additional insured be given 30 days’ prior written notice of cancellation; the “Cancellation” portion of each Certificate of Insurance shall contain no mitigation of this requirement. Specifically, if the standard “Accord” form of the Certificate of Insurance is used, the words “endeavor to”, and the entire phrase “but failure to mail such notice shall impose no obligation or liability of any kind upon the Company, its agents or representatives,” shall be deleted from the Cancellation portion of each Certificate of Insurance. In addition policy shall be endorsed and certificate will contain statement that the policies shall not be materially altered or limits/coverage reduced with out prior notification to the certificate holder. Certificates of such insurance shall be filed with Hotel’s General Manager prior to the commencement of the Work. Should any of the above described policies be cancelled before the expiration date thereof, notice will be delivered in accordance with the policy provisions. On or before the effective date of any cancellation or termination, Guest shall replace the applicable policy of insurance with another policy of insurance (and shall deliver to Hotel certificates of such insurance) in compliance with this paragraph.
Any subcontractor or consultant shall maintain insurance acceptable to Hotel. Deductibles shall not exceed $5,000.
Each liability policy shall have an blanket endorsement providing that any insurance maintained by Hotel is excess and non-contributing with the insurance required herein, an endorsement for cross-liability or severability of interests, and, except the policy described in Paragraph A above, shall name the following as additional insured:
c/o Kimpton Hotel & Restaurant Group, LLC, 222 Kearny Street, Suite 200, San Francisco, CA 94108
Kimpton Hotel & Restaurant Group, LLC, a Delaware Limited Liability Company
222 Kearny Street, Suite 200, San Francisco, CA94108.
Guest shall obtain from its insurer an blanket endorsement to Guest’s policy waiving any right of subrogation in accordance with the indemnity provisions herein.
All of the foregoing insurance coverages shall remain in force until final completion of the Work.
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