Master Services Agreement

This Master Services Agreement (the “Agreement”) dated as of the date set forth on the signature page hereto (the “Effective Date”) is made and entered into by and between MARQUIS MANAGEMENT NEW YORK, LLC (“Vendor”), a New York limited liability company and the property owner set forth on the signature page hereto (“Owner,” and together with the Vendor, hereinafter the “Parties,” and each individually a “Party”). In this Agreement Vendor and Owner may be referred to individually as a “party” or collectively as the “parties.”

A G R E E M E N T

1. Services. 
   1. Vendor may, from time to time, make certain property management services available to the Owner (the “Services”), to be performed at the property identified on the signature page (the “Property”). Marquis has no obligation to provide or offer to provide any Services, other than those Services subscribed to by Owner. Once Owner has subscribed for Services, such Services will only be performed until the expiration or termination of the respective subscription.  Vendor has the right to outsource performance of Services at its discretion. 
2. Term. 
   1. The Owner may subscribe to Services, as offered by the Vendor from time to time, either (i) on an one-off basis, or (ii) by increment of time agreed upon by the Vendor and the Owner (each of (i) and (ii), a “Subscription”).
   2. Vendor or Owner may terminate this Agreement (and any Services being provided at the time of such termination) at anytime upon fifteen (15) days’ prior written notice to the other party, for any reason or for no reason whatsoever (“Termination for Convenience”), or immediately, without requirement of delivery of any notice to the other party, upon breach by the other party of any of its representations, obligations or warranties set forth herein (“Termination For Cause”).
3. Compensation. 
   1. Fees for Services to be performed in connection with a Subscription (the “Fees”) shall be agreed upon by and between the Parties prior to the performance of such Services. Owner authorizes Vendor to charge the Fees to Owner’s credit card on account with Vendor, or Marquis New York, LLC, or Marquis Colorado, LLC, upon execution of any Subscription.
   2. Upon any Termination for Convenience, Vendor will promptly refund Owner for any unused portion of any Fees paid by Owner. No refund will be provided in the event of a Termination for Cause.
4. Compliance with Laws. Each party represents and warrants that it shall perform its obligations and exercise its rights hereunder in compliance with all federal, state, county, municipal and other local laws, rules, codes, and regulations (“Laws”) that are now or may in the future become applicable.  Without limiting the generality of the foregoing, Owner shall, at its sole cost and expense, procure and thereafter maintain all permits, approvals, certificates and licenses, if any, required in connection with the occupation of the Property by the Owner or any invitees of  the Owner. 
5. Insurance. Owner is solely responsible for obtaining insurance policies sufficient to protect the Property and any guests at the Property, during and in connection with the performance of any Services, including but not limited to General Commercial Liability Insurance, Vacation Rental Insurance, and Homeowner's Insurance. Owner agrees that it has or will obtain the appropriate insurance prior to the performance of any Services and will maintain adequate insurance coverage for so long as any Services are being, or are to be, performed hereunder.
6. Indemnity and Limitation of Liability. 
   1. Each Party, as an indemnitor (the “Indemnitor”), agrees to indemnify, defend and hold harmless the other Party and its parents, affiliates, subsidiaries, franchisees, officers, directors, employees, contractors, successors, and assigns (collectively, the “Indemnitee”) from all claims, lawsuits, actions, judgments, settlements, awards, penalties, losses, damages, liabilities, fines, deficiencies, interest, costs, or  expenses (including reasonable attorneys' fees) (collectively, “Losses”) incurred or to be incurred, which may be made or brought against any Indemnitee by any person, corporation, government, class or any entity whatsoever, including, by example and not by limitation, any tier of subcontractor (except for, and to the extent of, an Indemnitee’s own negligence or more culpable acts or omissions (including any reckless or willful misconduct)), resulting from or related to Indemnitor’s: (i) negligent or more culpable acts or omissions (including any reckless or willful misconduct) in connection with the performance of its obligations under this Agreement; (ii) breach of this Agreement or failure to comply with any applicable Law; or (iii) breach of, non-fulfillment of, or material inaccuracy of, any warranty or representation made hereunder.  The Indemnitee shall give the Indemnitor prompt written notice of any Losses on which the Indemnitee intends to base a request for indemnification hereunder. Indemnitee’s failure to provide such notice does not relieve Indemnitor of any liability that Indemnitor may have to Indemnitee, but in no event shall the Indemnitor be liable for any Losses that result directly from Indemnitee’s delay in providing such notice, which delay materially prejudices the defense of the underlying claim.  The Indemnitor is obligated to assume the defense, at its sole expense, of any claim or litigation as to which it has an indemnification obligation hereunder, provided that the Indemnitee shall, at its own expense, with its own counsel, be entitled to monitor and/or participate in the defense thereof.  If, after being notified of indemnifiable Losses the Indemnitor fails to defend as required hereunder in a timely manner, the Indemnitee will have the right to assume its own defense, and the Indemnitor will be obligated to reimburse the Indemnitee for any and all reasonable expenses (including but not limited to attorneys' fees and costs) incurred in the defense of such claim or litigation, in addition to the Indemnitor’s other indemnification obligations hereunder.
   2. The Indemnitor shall not, without the prior written consent of the Indemnitee: (i) settle or compromise any action, suit, proceeding or claim or consent to the entry of any judgment that does not include as an unconditional term thereof a full and complete written release of the Indemnitee (in form, scope and substance satisfactory to Indemnitee in its sole but reasonable discretion) from all liability in respect of such action, suit, proceeding or claim and a dismissal with prejudice of such action, suit, proceeding or claim; or (ii) settle or compromise any action, suit, proceeding or claim in any manner that may adversely affect the Indemnitee or obligate Indemnitee to pay any sum or perform any obligation as determined by the Indemnitee in its sole but reasonable discretion.
   3. IN NO EVENT (INCLUDING, WITHOUT LIMITATION, FOR GROSS AND/OR SIMPLE NEGLIGENCE CLAIMS) SHALL VENDOR BE LIABLE TO OWNER FOR DIRECT OR INDIRECT DAMAGES IN EXCESS OF THE TOTAL FEES PAID BY OWNER TO VENDOR UNDER THE AGREEMENT DURING THE SIX (6) MONTH PERIOD PRECEDING THE DATE OF THE CIRCUMSTANCES GIVING RISING TO A CLAIM.  
   4. ALL LIMITATIONS SET FORTH HEREIN WERE SPECIFICALLY CONSIDERED BY THE PARTIES, BARGAINED FOR, AND FACTORED INTO THE CONSIDERATION TO BE PAID UNDER THIS AGREEMENT, AND HAVE BEEN REVIEWED BY COUNSEL FOR EACH PARTY.
   5. The foregoing provisions of this Section 6 shall survive the expiration or termination of this Agreement.
7. Relationship of Parties. In all matters relating to this Agreement, Vendor is an independent contractor, and not an agent, representative or joint venture partner of Owner, and, except as otherwise set forth herein, Vendor has no authority to (i) contract for Owner, (ii) bind or commit Owner to any agreement of any kind, or (iii) assume any liabilities of any nature in the name of or on behalf of Owner. 
8. Warranties and Representations. Owner represents and warrants to Vendor as follows: 
   1. It has the full right and legal authority to enter into and fully perform this Agreement in accordance with its terms, including without limitation and, if the Owner is not the owner of record of the Property, the Owner has the authority of such owner of record to, on such owner of record’s behalf, execute and deliver this Agreement in connection with the Property; and
   2. Owner’s use of, and granting of authority to third parties to use, the Property, will comply with all applicable laws and government regulations.
   3. Each of the foregoing representations, warranties, and covenants shall be true at all times during the term hereof.  Owner acknowledges that each of such representations, warranties and covenants are deemed to be material and have been relied upon by Vendor notwithstanding any investigation made by Vendor.
9. Miscellaneous. 
   1. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof, supersedes all prior agreements relating thereto, whether written or oral, between the parties, and may not be altered, changed or amended except by an instrument in writing signed by both parties. Neither this Agreement nor any rights or obligations hereunder shall be assignable by any party without the prior written consent of the other party except that Vendor may assign this Agreement to an affiliate, controlled by or under common control with Vendor, at Vendor’s sole discretion.
   2. The failure of any party at any time to require the performance by another of any of the terms or provisions of this Agreement shall in no way affect the right of such party to enforce the same, nor shall the waiver by any party of any breach of any such terms or provisions be taken or held to be a waiver of any succeeding breach of any term or provision, or as a waiver of the term or provision itself.
   3. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction, shall, as to such jurisdiction, be ineffective to the extent of such prohibition or lack of enforceability without invalidating the remaining provisions of the Agreement in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction. 
   4. Neither party shall be liable for any failure to perform its obligations under this Agreement if prevented from doing so by a cause or causes beyond its control. Without limiting the generality of the foregoing, such causes include Acts of God, or the public enemy, fires, floods, storms, earthquakes, riots, strikes, lockouts, wars or war operations, restraints of government or other cause or causes which could not with reasonable diligence be controlled or prevented by the party failing to perform.
   5. All obligations and duties hereunder that shall by their nature extend beyond the expiration or termination of this Agreement shall survive and remain in effect beyond any expiration or termination hereof.
   6. This Agreement shall be construed and interpreted in accordance with the laws of the State of New York without regard to conflict of laws principles. All disputes shall be brought in either the U.S. District Court for the Southern District of New York, or the civil courts of New York County. 
   7. Any notice required or authorized to be given hereunder shall be in writing and shall be delivered electronically to the Vendor’s email, or to the Owner at the email address provided below. 
   8. During the term of any Subscription and for a period of eighteen (18) months thereafter, Owner will neither recruit, solicit for employment, nor otherwise hire or engage in any way, shape or form, any Vendor employees, agents, or contractors (“Marquis Personnel”), without Vendor’s express prior written approval. Owner acknowledges that, separate and apart from the Services to be provided to Owner by Vendor, Vendor invests considerable resources in training Marquis Personnel to perform Services for Owner (and other property owners). In recognition of these expenses incurred by Vendor, Owner agrees that in the event the Owner breaches its covenants in this Section, it shall pay to Vendor an amount equal to the product of (i) 1.5 and (ii) the respective Marquis Personnel’s annualized compensation, to offset the aforementioned expenses.
   9. This Agreement may be executed in multiple counterparts, each of which shall constitute an original and all of which when taken together shall constitute one and the same instrument.  A counterpart signed and transmitted by facsimile or by e-mail as a .pdf file is to be treated as an original document, and the exchange of counterparts signed by all of the parties shall constitute a binding and enforceable agreement.  The signature of any party thereon, for purposes hereof, is to be considered the same as an original signature, and the document transmitted is to be considered to have the same binding effect as an original signature on an original document.  Each person signing this Agreement on behalf of a party hereto represents and warrants that such person has full authority to execute this Agreement on such party’s behalf.