Wyndham Worldwide - Supplier Management System

WYNDHAM WORLDWIDE SUPPLIER REGISTRATION SYSTEM

To see if your company is already registered in our system, fill in the details requested at the bottom of this page. Required information is marked with an asterisk (^*).

As you go through the additional registration pages, provide as much information about your company as possible, even if it's not required. The additional information you enter will help us include your company appropriately in bids for goods and services.

You will be asked to enter details about your company, such as federal tax ID, revenue for the past three years and NAICS code.

Use the Help button for instructions and a complete list of information that will be required for registration.

Headquarters Information
Company Name^*
Country^*	UNITED STATES
State/Province/County^*
Federal Tax Id^*
Address1^*
Address2
Address3
City^*
Postal Code^*
Phone Number^* (Area-Phone)
Fax Number (Area-Phone)
Primary Contact
Contact Name^*
Title
Contact E-Mail^*
Contact Phone^* (Area-Phone)
Contact Fax (Area-Fax)

Terms Of Use:
<P> </P> <P class=MsoTitle style="TEXT-ALIGN: center" align=center><SPAN style="FONT-SIZE: 10pt; FONT-FAMILY: Verdana"><B>SYSTEM ACCESS AGREEMENT</B></SPAN></P> <P class=MsoNormal><SPAN style="FONT-SIZE: 10pt; COLOR: black; FONT-FAMILY: Verdana">This Agreement (here in after "Agreement") is between Wyndham ("Wyndham"), on the one hand, and either employees of Wyndham or any of its affiliates ("Wyndham Employees" or individually a "Wyndham Employee"), or if you are not a Wyndham employee, then the company of which you are the representative and through which you access CVMADVANTAGE (as defined below) ("Company") and is effective as of the Effective Date (as defined below). If you are a Wyndham Employee, you are bound only by Section 12.0 below, immediately above the "I Accept" icon; Section 12.0 applies only to Wyndham Employees. </SPAN></P> <P class=MsoNormal> </P> <P class=MsoNormal><SPAN style="FONT-SIZE: 10pt; FONT-FAMILY: Verdana"><B><SPAN style="COLOR: black">1.0 BACKGROUND </SPAN></B></SPAN></P> <P class=MsoNormal><SPAN style="FONT-SIZE: 10pt; COLOR: black; FONT-FAMILY: Verdana">1.1 Wyndham is willing to provide Company access to CVMADVANTAGE (as defined below) by means of the internet.</SPAN></P> <P class=MsoBodyTextIndent><SPAN style="FONT-SIZE: 10pt; FONT-FAMILY: Verdana">1.2 Company agrees to use such access, and the information obtained through such access, only according to the terms and conditions provided in this Agreement.</SPAN></P> <P class=MsoNormal><SPAN style="FONT-SIZE: 10pt; FONT-FAMILY: Verdana"><B><SPAN style="COLOR: black">2.0 DEFINITIONS </SPAN></B></SPAN></P> <P class=MsoBodyText2><SPAN style="FONT-SIZE: 10pt; FONT-FAMILY: Verdana">2.1 "Authorized Users" shall mean all employees of Company and Company's affiliated companies whom Wyndham authorizes to access CVMADVANTAGE, pursuant to Section 3.4 of this Agreement. </SPAN></P> <P class=MsoBodyText2><SPAN style="FONT-SIZE: 10pt; FONT-FAMILY: Verdana">2.2 "Wyndham Information" shall mean all information as set forth in any and all technical, economic or descriptive information, data, concepts or know-how Wyndham has disclosed or discloses to Company, its affiliates, and their respective officers, directors, managers, partners, employees or agents (collectively, "Affiliates") in documentary form, in oral discussions or by visual inspection, or which Company or its Affiliates obtain through use of CVMADVANTAGE.</SPAN></P> <P class=MsoNormal style="TEXT-INDENT: 0.5in"><SPAN style="FONT-SIZE: 10pt; COLOR: black; FONT-FAMILY: Verdana">2.3 "Effective Date" shall mean the date of the Company's acceptance of this Agreement, indicated by clicking the appropriate icon on this screen. </SPAN></P> <P class=MsoNormal style="TEXT-INDENT: 0.5in"><SPAN style="FONT-SIZE: 10pt; COLOR: black; FONT-FAMILY: Verdana">2.4 "CVMADVANTAGE" - the Supplier and Contractor Online Registry eVersion shall mean the internet website designated in Section 3.1, consisting of a supplier and contractor registry and qualifications tracking system, CVMAdvantage, provided by CVM Solutions LLC., and associated data, together with any documentation being provided by Wyndham through such website.</SPAN></P> <P class=MsoNormal style="TEXT-INDENT: 0.5in"><SPAN style="FONT-SIZE: 10pt; COLOR: black; FONT-FAMILY: Verdana">2.5 "Password" shall mean a character string initially provided, modified, and maintained by the Authorized User for establishing Authorized User authentication.</SPAN></P> <P class=MsoNormal style="TEXT-INDENT: 0.5in"><SPAN style="FONT-SIZE: 10pt; COLOR: black; FONT-FAMILY: Verdana"> </SPAN></P> <P class=MsoNormal style="TEXT-INDENT: 0.5in; LINE-HEIGHT: 200%"><SPAN style="FONT-FAMILY: Verdana"><SPAN style="FONT-SIZE: 10pt; COLOR: black">2.6</SPAN><SPAN style="FONT-SIZE: 10pt; COLOR: black; LINE-HEIGHT: 200%"> </SPAN><SPAN style="FONT-SIZE: 10pt; COLOR: black">"</SPAN><SPAN style="FONT-SIZE: 10pt; COLOR: red">Wyndham" shall mean Wyndham </SPAN></SPAN></P> <P class=MsoNormal style="TEXT-INDENT: 0.5in; LINE-HEIGHT: 200%"><SPAN style="FONT-FAMILY: Verdana"><SPAN style="FONT-SIZE: 10pt; COLOR: black">2.7</SPAN><SPAN style="FONT-SIZE: 10pt; COLOR: black; LINE-HEIGHT: 200%"> </SPAN><SPAN style="FONT-SIZE: 10pt; COLOR: black">"Company" shall be as defined above, and shall include its affiliates and subsidiaries.</SPAN></SPAN></P> <P class=MsoNormal style="TEXT-INDENT: 0.5in"><SPAN style="FONT-SIZE: 10pt; COLOR: black; FONT-FAMILY: Verdana">2.8 "CVM" shall mean CVM Solutions, Inc.<BR></SPAN></P> <P class=MsoNormal><SPAN style="FONT-SIZE: 10pt; FONT-FAMILY: Verdana"><B><SPAN style="COLOR: black">3.0 ACCESS RIGHTS </SPAN></B></SPAN></P> <P class=MsoNormal style="TEXT-INDENT: 0.5in"><SPAN style="FONT-SIZE: 10pt; COLOR: black; FONT-FAMILY: Verdana">3.1 Company shall be given a right of access to those portions of CVMADVANTAGE to which Company has a need to have access for the purpose of maintaining Company information (the "Purpose"). Various persons within the Company's organization shall be given access to various portions of CVMADVANTAGE depending upon the direction given by the Company, which shall be determined by the user identifier and password. Company shall obtain access to the CVMADVANTAGE through a designated website address, and Company's connection shall be made via the internet using 128-bit encryption or higher. Company shall be responsible for securely maintaining and administering passwords and Company's access rights under this Agreement. Wyndham shall be responsible for securely maintaining and administering Company's password-dependent access rights under this Agreement. </SPAN></P> <P class=MsoNormal><SPAN style="FONT-SIZE: 10pt; COLOR: black; FONT-FAMILY: Verdana">3.2 Company's access to CVMADVANTAGE is provided on an "AS IS" basis and is limited to what is currently available through CVMADVANTAGE.</SPAN></P> <P class=MsoBodyTextIndent><SPAN style="FONT-SIZE: 10pt; FONT-FAMILY: Verdana"><SPAN style="COLOR: black">3.3 Any access granted hereunder to CVMADVANTAGE is solely to Company and to those Authorized Users who have a legitimate need for such access to support the Purpose and who have been informed by Company of their rights and obligations under this Agreement. All Authorized Users provided with such access shall follow the terms of this Agreement and all applicable laws and government regulations, and shall follow <SPAN style="LAYOUT-GRID-MODE: line">Wyndham's company policies, including its Internet and Email Policies, a copy which is available at <A href="http://www.cvmsolutions.com/legal.php" target=_PrivacyPolicy>http://www.cvmsolutions.com/legal.php</A>. Unauthorized access and improper use is prohibited. All users of this system are subject to having their activities on the system monitored and recorded by Wyndham in accordance with its policies. Except where stated in those policies and in accordance with</SPAN></SPAN><SPAN style="LAYOUT-GRID-MODE: line; COLOR: black; FONT-FAMILY: Helv"> </SPAN><SPAN style="LAYOUT-GRID-MODE: line; COLOR: black">applicable law, Authorized Users should have no expectation of privacy while using CVMADVANTAGE. Where required or allowed by law or by Wyndham's policies, and in order to safeguard the security and integrity of CVMADVANTAGE, Wyndham may disclose the results of its monitoring of CVMADVANTAGE to third parties, including without limitation, to law enforcement officials. </SPAN><SPAN style="COLOR: black">All Authorized Users shall acknowledge their obligations prior to being provided access to CVMADVANTAGE. Company shall be responsible for any breach of this Agreement by Authorized Users as set forth in this Agreement. </SPAN></SPAN></P> <P class=MsoBodyTextIndent><SPAN style="FONT-SIZE: 10pt; FONT-FAMILY: Verdana">Further, Wyndham may require Authorized Users to execute a separate access agreement similar to this Agreement (a "Separate Agreement"), and Company shall cause such Separate Agreement to be executed by any such Authorized User as directed by Wyndham. Company shall be responsible for any breach of this Agreement by Authorized Users as set forth in this Agreement and/or any such Separate Agreement. </SPAN></P> <P class=MsoBodyTextIndent><SPAN style="FONT-SIZE: 10pt; FONT-FAMILY: Verdana">3.4 Company shall use CVMADVANTAGE with all due skill, care and diligence and shall appoint only suitably qualified Authorized Users who meet the following requirements:</SPAN></P> <P class=MsoNormal style="MARGIN-LEFT: 0.5in; TEXT-INDENT: 0.5in"><SPAN style="FONT-SIZE: 10pt; COLOR: black; FONT-FAMILY: Verdana">(a) The Authorized User is competent and qualified to perform the specific tasks assigned to him/her by Company;</SPAN></P> <P class=MsoNormal style="MARGIN-LEFT: 0.5in; TEXT-INDENT: 0.5in"><SPAN style="FONT-SIZE: 10pt; COLOR: black; FONT-FAMILY: Verdana">(b) The Authorized User has been authorized in accordance with the provisions of Article 4.0 herein;</SPAN></P> <P class=MsoNormal style="MARGIN-LEFT: 0.5in; TEXT-INDENT: 0.5in"><SPAN style="FONT-SIZE: 10pt; COLOR: black; FONT-FAMILY: Verdana">(c) The Authorized User has been adequately instructed by Company in the procedures and legal regulations relevant to the performance of the Company's obligations under this Agreement; and</SPAN></P> <P class=MsoNormal style="MARGIN-LEFT: 0.5in; TEXT-INDENT: 0.5in"><SPAN style="FONT-SIZE: 10pt; FONT-FAMILY: Verdana">(d) The Authorized User has received suitable training to enable him/her to use CVMADVANTAGE efficiently and effectively and with due care, skill, and diligence, including training regarding any user guide or support procedures which Wyndham may, in its discretion, have provided hereunder.</SPAN></P> <P class=MsoBodyTextIndent><SPAN style="FONT-SIZE: 10pt; FONT-FAMILY: Verdana">3.5 <SPAN style="TEXT-DECORATION: underline">Authorized Users.</SPAN> Company shall submit its requests to Wyndham with respect to access rights to CVMADVANTAGE under this Agreement. Company understands that Wyndham must approve all non-employee representatives and agents of Company. Should access be requested for non-employee representatives and agents of Company, Company shall provide Wyndham an explanation and any accompanying comments as to the need for such access. Wyndham retains the right to refuse authorization to any person or party.</SPAN></P> <P class=MsoNormal><SPAN style="FONT-SIZE: 10pt; COLOR: black; FONT-FAMILY: Verdana">3.6 Company's access to using CVMADVANTAGE or any part thereof may be terminated upon completion of the Purpose. </SPAN></P> <P class=MsoNormal style="TEXT-INDENT: 0.5in"><SPAN style="FONT-SIZE: 10pt; COLOR: black; FONT-FAMILY: Verdana">3.7 Company shall not use or permit CVMADVANTAGE to be used for any purpose not relating to the Purpose or not authorized by Wyndham or for any unlawful purpose.</SPAN></P> <P class=MsoNormal style="TEXT-INDENT: 0.5in"><SPAN style="FONT-SIZE: 10pt; COLOR: black; FONT-FAMILY: Verdana">3.8 Wyndham has the right, at its sole discretion, to authorize or reject Company's nominees for Authorized Users. Without prejudice to Company's obligations, Wyndham has the right, at its sole discretion, to remove an Authorized User by notifying Company that such Authorized User has been removed, and may do so without offering a reason. Company shall act in compliance with any request made by Wyndham under this Article.</SPAN></P> <P class=MsoNormal style="TEXT-INDENT: 0.5in"> </P> <P class=MsoNormal><SPAN style="FONT-SIZE: 10pt; FONT-FAMILY: Verdana"><B><SPAN style="COLOR: black">4.0 ACCESS METHODS </SPAN></B></SPAN></P> <P class=MsoBodyTextIndent style="MARGIN-LEFT: 1in; TEXT-INDENT: -0.5in"><SPAN style="FONT-SIZE: 10pt; FONT-FAMILY: Verdana">4.1 Unless otherwise agreed in writing, each Authorized User will be given a user identifier ("User Id") and Password for its sole use which may only be used by the individual concerned, to access CVMADVANTAGE. No person shall be given a User Id unless that person meets the requirements of Article 3.4 above. Wyndham shall maintain and make available to Company an up-to-date list of the Authorized Users who have User Ids. Company shall not store such Passwords in its systems in clear text or other non-encrypted manner.</SPAN></P> <P class=MsoNormal style="TEXT-INDENT: 0.5in"><SPAN style="FONT-SIZE: 10pt; COLOR: black; FONT-FAMILY: Verdana">4.2 The Company shall instruct the Authorized Users</SPAN></P> <P class=MsoNormal style="MARGIN-LEFT: 0.5in; TEXT-INDENT: 0.5in"><SPAN style="FONT-SIZE: 10pt; COLOR: black; FONT-FAMILY: Verdana">(a) not to disclose or give their Password to any other person;</SPAN></P> <P class=MsoNormal style="MARGIN-LEFT: 0.5in; TEXT-INDENT: 0.5in"><SPAN style="FONT-SIZE: 10pt; COLOR: black; FONT-FAMILY: Verdana">(b) not to store their Password in any data file;</SPAN></P> <P class=MsoNormal style="MARGIN-LEFT: 0.5in; TEXT-INDENT: 0.5in"><SPAN style="FONT-SIZE: 10pt; COLOR: black; FONT-FAMILY: Verdana">(c) to use every reasonable effort to refrain from any action that could allow any person to get access to their Password;</SPAN></P> <P class=MsoNormal style="MARGIN-LEFT: 0.5in; TEXT-INDENT: 0.5in"><SPAN style="FONT-SIZE: 10pt; COLOR: black; FONT-FAMILY: Verdana">(d) to make every reasonable effort to prevent any situation to occur that could allow any person to get access to their Password; and</SPAN></P> <P class=MsoNormal style="MARGIN-LEFT: 0.5in; TEXT-INDENT: 0.5in"><SPAN style="FONT-SIZE: 10pt; COLOR: black; FONT-FAMILY: Verdana">(e) to report to Wyndham any actual or suspected breach of password or any other unauthorized access.</SPAN></P> <P class=MsoNormal style="TEXT-INDENT: 0.5in"><SPAN style="FONT-SIZE: 10pt; COLOR: black; FONT-FAMILY: Verdana">4.3 Company shall promptly inform Wyndham of any intended and/or expected staff changes affecting the list of Authorized Users, caused for instance by termination of Authorized Users or changed responsibilities. User Ids shall not be passed on from one Authorized User to another by Company or by the individuals concerned.</SPAN></P> <P class=MsoNormal style="TEXT-INDENT: 0.5in"><SPAN style="FONT-SIZE: 10pt; COLOR: black; FONT-FAMILY: Verdana">4.4 Both Wyndham and Company recognize the potential impact that a security breach may cause and will promptly notify the other party of an actual or suspected security breach.</SPAN></P> <P class=MsoNormal style="TEXT-INDENT: 0.5in"><SPAN style="FONT-SIZE: 10pt; COLOR: black; FONT-FAMILY: Verdana">4.5 Wyndham reserves the right without offering any reason to revoke authorization of any Authorized User in the event of any breach of security regulations under this Agreement by the Authorized User concerned.</SPAN></P> <P class=MsoNormal style="TEXT-INDENT: 0.5in"><SPAN style="FONT-SIZE: 10pt; COLOR: black; FONT-FAMILY: Verdana">4.6 Wyndham reserves the right to log and monitor the use of CVMADVANTAGE at any time and without notice. Such monitoring may include inspection of any Wyndham Information in Company's or the Authorized User's charge and/or any information, data, document, record or computer program relating in any way to Company's obligations under this Agreement. Company and the Authorized Users understand that any information disclosed within CVMADVANTAGE is disclosed without any expectation of privacy.</SPAN></P> <P class=MsoNormal style="TEXT-INDENT: 0.5in"> </P> <P class=MsoNormal><SPAN style="FONT-SIZE: 10pt; FONT-FAMILY: Verdana"><B><SPAN style="COLOR: black">5.0 VIRUS PROGRAM CONTAMINATION </SPAN></B></SPAN></P> <P class=MsoNormal> </P> <P class=MsoNormal style="TEXT-INDENT: 0.5in"><SPAN style="FONT-SIZE: 10pt; COLOR: black; FONT-FAMILY: Verdana">5.1 Both Wyndham and the Company recognize that computer "viruses" can be propagated over a link between two separate networks, and that such contamination can have serious operational and financial implications for both of their networks.</SPAN></P> <P class=MsoNormal style="TEXT-INDENT: 0.5in"><SPAN style="FONT-SIZE: 10pt; FONT-FAMILY: Verdana">5.2 <SPAN style="COLOR: black"> </SPAN>Wyndham and Company shall take all reasonable measures to prevent the introduction into and propagation of viruses in any of the networks owned by any of the parties that are used in connection with this Agreement.</SPAN></P> <P class=MsoNormal style="TEXT-INDENT: 0.5in"><SPAN style="FONT-SIZE: 10pt; FONT-FAMILY: Verdana">5.3 Wyndham and Company shall check all computer software files and computer data files to be provided to the other party under this Agreement immediately prior to delivery. Each party shall use every reasonable effort to ensure that such files and data are free from virus programs using virus detection software that is available on that party's system at the date of delivery of such files or data.</SPAN></P> <P class=MsoNormal style="TEXT-INDENT: 0.5in"><SPAN style="FONT-SIZE: 10pt; COLOR: black; FONT-FAMILY: Verdana">5.4 In the event of the detection in one party's network of any virus that has directly or indirectly affected or has the potential to directly or indirectly affect other party's network, the party in whose network the virus was detected, shall, without prejudice to the rights of the parties under Article 10.0 below, immediately notify the other party that a virus has been detected giving details about the nature of the virus.</SPAN></P> <P class=MsoNormal style="TEXT-INDENT: 0.5in"><SPAN style="FONT-SIZE: 10pt; COLOR: black; FONT-FAMILY: Verdana">5.5 For the purpose of this Article, viruses include network worms, Trojan horses, logic bombs and/or all other malicious modifications.<BR><BR><B>6.0 CONFIDENTIALITY</B></SPAN></P> <P class=MsoNormal style="TEXT-INDENT: 0.5in"><SPAN style="FONT-SIZE: 10pt; COLOR: black; FONT-FAMILY: Verdana">6.1 Company agrees it will not disclose the Wyndham Information to anyone within its entity or organization or otherwise except as may be necessary to perform approved job functions, and then only to those who have executed a confidentiality agreement with Company consistent with this Agreement. Company acknowledges that it may have received or may in the future receive Wyndham Information. Company agrees that it will protect all such Wyndham Information as confidential and disclose and/or use it only as Wyndham authorizes Company to do so. Company shall use its best efforts, including written agreements, to prevent its unauthorized disclosure to any third party. When Company finishes its use of the Wyndham Information, or upon Wyndham's reasonable request, Company agrees to return such Wyndham Information or, if requested in writing, destroy it, and to return or destroy all copies thereof in tangible, electronic or magnetic form, including any summaries thereof, working notes, etc., and certify that it has done so. Company's obligations under this Section 7.1 shall not apply to (a) information which Company can show was in its possession prior to the earliest disclosure by Wyndham, provided that Company has the right of free and unlimited disclosure thereof; (b) information which is presently or hereafter becomes part of the public domain or literature without default by Company; (c) information that Company can show was developed by the Company from independent information not subject to restrictions of confidentiality or (d) information which is or has been disclosed to Company by a third party, so long as Company does not know or have reason to know such third party acquired the information directly or indirectly from Wyndham under an obligation of confidentiality, provided Company's use of such information is in accordance with the terms under which it is received. For purposes of this Section 6.1, Wyndham Information shall not be deemed "part of the public domain or literature" merely because it may be embraced by a more general disclosure or derived from combinations of disclosures generally. Further, no combination of features of Wyndham Information shall be within that exception merely because the individual items are, but only if the specific combination and the exact method of performance is public knowledge.</SPAN></P> <P class=MsoNormal style="TEXT-INDENT: 0.5in"><SPAN style="FONT-SIZE: 10pt; COLOR: black; FONT-FAMILY: Verdana">6.2 Sections 6.1 through 6.2 hereof address Wyndham's disclosure of Wyndham Information to Company for the above purpose and do not give Company any immunity, license, ownership or implied rights to Wyndham Information or to any information based upon it. If Company and/or its employees conceive any improvement or invention, which incorporates or is based upon Wyndham's Information, Company shall immediately describe the improvement or invention to Wyndham in writing and cause the ownership of such improvement or invention to be assigned to Wyndham. Company and its employees shall cooperate with Wyndham if Wyndham requires Company's assistance in perfecting that ownership or in prosecuting any resulting patent.</SPAN></P> <P class=MsoBodyTextIndent><SPAN style="FONT-SIZE: 10pt; COLOR: black; FONT-FAMILY: Verdana">6.3 Company shall not place any confidential information owned by any third party (hereinafter "Third Party Confidential Information") on CVMADVANTAGE. In the event Company needs to place on CVMADVANTAGE Third Party Confidential Information, which is lawfully in the possession of Company, and which Company may rightfully disclose subject to obligations of confidentiality, Company shall first advise Wyndham of the such need and request permission to place such information on CVMADVANTAGE. Such request for permission shall include notification that the information is confidential and proprietary to a Third Party, the nature of the information, and the terms under which Wyndham would be expected to receive such Third Party Confidential Information. Wyndham retains the right at its sole discretion to deny all or part of any such request. Any approval of such request shall only be valid if in writing.</SPAN></P> <P class=MsoBodyTextIndent><SPAN style="FONT-SIZE: 10pt; COLOR: black; FONT-FAMILY: Verdana">6.4 When Company has completed its use of Wyndham Information for the purpose of this Agreement or upon Wyndham's request, Company shall promptly return all Wyndham Information provided hereunder. Further, Company shall destroy all copies, in whole or in part, including any notes based upon our Wyndham Information, retaining no information regarding Wyndham Information in tangible, electronic, magnetic, optical or any other form. Destruction of electronic information shall require the overwriting or reformatting of all applicable storage files. If requested by Wyndham, Company shall certify such destruction to Wyndham in writing.</SPAN></P> <P class=MsoBodyTextIndent><SPAN style="FONT-FAMILY: Verdana"><B><SPAN style="FONT-SIZE: 10pt; COLOR: black">6.5 </SPAN></B><SPAN style="FONT-SIZE: 10pt; COLOR: black">The Company may desire to place information related to the Purpose on line through CVMADVANTAGE. Wyndham has implemented a user ID and strong password protection in order to protect the Company Information. The Company understands that CVMADVANTAGE is an internet-facing application, and subject to security risks inherent in such applications. While Wyndham has taken certain steps to mitigate these risks, the Company understands and acknowledges that the use of CVMADVANTAGE is subject to certain inherent security vulnerabilities. Accordingly, the Company agrees that it shall make an independent determination as to which Information in its possession, custody and control is appropriate for placing into CVMADVANTAGE, based upon the sensitivity of the information and upon the information regarding the security of CVMADVANTAGE stated herein. </SPAN></SPAN></P> <P class=MsoBodyTextIndent><SPAN style="FONT-SIZE: 10pt; FONT-FAMILY: Verdana"><B><SPAN style="COLOR: black">7.0 RESERVED. </SPAN></B></SPAN></P> <P class=MsoNormal style="MARGIN-LEFT: 0.5in; TEXT-INDENT: -0.5in"><SPAN style="FONT-FAMILY: Verdana"><B><SPAN style="FONT-SIZE: 10pt; COLOR: black">8.0 SUSPENSION AND TERMINATION </SPAN></B></SPAN></P> <P class=MsoNormal style="TEXT-INDENT: 0.5in"><SPAN style="FONT-SIZE: 10pt; COLOR: black; FONT-FAMILY: Verdana">8.1 This Agreement shall take effect on the Effective Date and shall remain in force until cancelled by either party for any reason, including, without limitation, as permitted pursuant to Section 8.3, below, upon written notice.</SPAN></P> <P class=MsoNormal style="TEXT-INDENT: 0.5in"><SPAN style="FONT-SIZE: 10pt; COLOR: black; FONT-FAMILY: Verdana">8.2 Wyndham may by notice, at its sole discretion, suspend this Agreement either for a defined period specified in the notice or until Wyndham withdraws the suspension.</SPAN></P> <P class=MsoNormal style="TEXT-INDENT: 0.5in"><SPAN style="FONT-SIZE: 10pt; COLOR: black; FONT-FAMILY: Verdana">8.3 Notwithstanding any other provision in this Agreement, Wyndham may terminate this Agreement immediately, in addition to any other rights or remedies it may have under law or equity, in the event of Company's failure to perform or breach of any or all of the provisions of the Agreement.</SPAN></P> <P class=MsoNormal style="TEXT-INDENT: 0.5in"><SPAN style="FONT-SIZE: 10pt; COLOR: black; FONT-FAMILY: Verdana">8.4 The suspension, termination, or expiration of the Agreement shall not prejudice any rights or remedies accruing to Wyndham in accordance with this Agreement before such suspension, termination or expiration, or relieve Company of any continuing obligations or liability under this Agreement, including but not limited to Company obligations and liabilities arising under Articles 6.0 and 10.0. </SPAN></P> <P class=MsoNormal style="TEXT-INDENT: 0.5in"> </P> <P class=MsoNormal><SPAN style="FONT-SIZE: 10pt; FONT-FAMILY: Verdana"><B><SPAN style="COLOR: black">9.0 AUDIT RIGHTS </SPAN></B></SPAN></P> <P class=MsoNormal style="TEXT-INDENT: 0.5in"><SPAN style="FONT-SIZE: 10pt; COLOR: black; FONT-FAMILY: Verdana">9.1 Company shall permit Wyndham or its authorized representatives to carry out security or audit checks pertaining to the security and usage of the systems employed in the execution of this Agreement.</SPAN></P> <P class=MsoNormal style="TEXT-INDENT: 0.5in"><SPAN style="FONT-SIZE: 10pt; COLOR: black; FONT-FAMILY: Verdana">9.2 Company shall co-operate with Wyndham in carrying out such checks. In particular, Wyndham or its duly authorized representatives shall have access at all reasonable times on working days in working hours at Company's business premises to the Authorized Users together with records, books and correspondence and other papers and documentation or media of every kind in possession of Company or the Authorized Users pertaining to this Agreement that are necessary for Wyndham to carry out such checks. Wyndham or its authorized representatives shall have the right to reproduce or retain copies at its expense of any of the aforementioned documents.</SPAN></P> <P class=MsoFooter style="MARGIN-LEFT: 20.25pt; TEXT-INDENT: -20.25pt"><SPAN style="FONT-FAMILY: Verdana"><B><SPAN style="FONT-SIZE: 10pt; COLOR: black">10.0 WARRANTY DISCLAIMER, INDEMNIFICATION AND </SPAN></B></SPAN></P> <P class=MsoFooter style="MARGIN-LEFT: 20.25pt; TEXT-INDENT: -20.25pt"><SPAN style="FONT-SIZE: 10pt; FONT-FAMILY: Verdana"><B><SPAN style="COLOR: black">LIMITATIONS ON LIABILITY </SPAN></B></SPAN></P> <P class=MsoBodyTextIndent><SPAN style="FONT-SIZE: 10pt; COLOR: black; FONT-FAMILY: Verdana">10.1 To the maximum extent permitted by applicable law, Company shall be responsible for, and shall defend, indemnify and hold Wyndham harmless from and against all claims, suits, liabilities, judgments, losses and expenses (including, without limitation, attorney's fees and costs of litigation, whether incurred for the indemnified party's primary defense or for the indemnified party's enforcement of its indemnification rights hereunder) and any fines, penalties and assessments (collectively "Damages"), arising out of or resulting from any breach of this Agreement by Company or any breach of any Separate Agreement by any Authorized User, or arising out of the Company's classification of Information, and regardless of whether or not such Damages arising in whole or in part from the negligence or other fault of Wyndham. If, after Company has both defended any such claim or suit and paid any resulting judgment or settlement, it is determined, either judicially or through mutual agreement, that the Damages were caused by the sole, concurrent, or contributory negligence or other fault of Wyndham, then Wyndham shall reimburse Company for Wyndham's proportionate share of the judgment, settlement, and defense costs incurred to the extent of Wyndham's sole, concurrent or contributory negligence or other fault.</SPAN></P> <P class=MsoBodyTextIndent><SPAN style="FONT-SIZE: 10pt; COLOR: black; FONT-FAMILY: Verdana">10.2 Within twenty-four (24) hours after any occurrence of which Company confirms and is aware that such occurrence may result in Damages, Company shall report the same to Wyndham by telephone and shall promptly thereafter confirm the same by notice, including all circumstances thereof known to Company or Company's employees or other representatives. Wyndham shall have the right, at its expense, but not the duty, to participate in the defense and settlement of any such claim or litigation with attorneys of Wyndham's selection without relieving Company of any obligations hereunder. Company shall cooperate with Wyndham in Wyndham's investigation and defense of any claim or suit.<BR></SPAN></P> <P class=MsoBodyTextIndent><SPAN style="FONT-SIZE: 10pt; COLOR: black; FONT-FAMILY: Verdana">10.3 In the event of conflict between the indemnification terms of this Agreement and the indemnification terms of the contract between Wyndham and Company, Article 10.0 of this Agreement shall control with respect to the subject matters of this Agreement.</SPAN></P> <P class=MsoBodyTextIndent><SPAN style="FONT-SIZE: 10pt; COLOR: black; FONT-FAMILY: Verdana">10.4 NEITHER PARTY SHALL BE LIABLE TO THE OTHER IN ANY EVENT FOR CONSEQUENTIAL LOSS OR DAMAGE FROM ANY CAUSE WHATSOEVER WHETHER ARISING OUT OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTIES, STATUTE, OR OTHERWISE.</SPAN></P> <P class=MsoBodyTextIndent><SPAN style="FONT-SIZE: 10pt; COLOR: black; FONT-FAMILY: Verdana">10.5 CVM shall be direct and intended third-party beneficiaries to this Agreement.</SPAN></P> <P class=MsoBodyTextIndent><SPAN style="FONT-SIZE: 10pt; COLOR: black; FONT-FAMILY: Verdana">10.6 NO WARRANTY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CVM SOFTWARE PROVIDED TO END USER HEREUNDER, AND CVMADVANTAGE, IS PROVIDED "AS IS" WITHOUT ANY CONDITION OR WARRANTY WHATSOEVER. THE ENTIRE RISK ASSOCIATED WITH THE USE OF THE CVM SOFTWARE AND CVMADVANTAGE RESIDES WITH END USER. ALL OTHER CONDITIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, ARE DISCLAIMED, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.</SPAN></P> <P class=MsoBodyTextIndent><SPAN style="FONT-SIZE: 10pt; COLOR: black; FONT-FAMILY: Verdana">10.7 LIMITATION OF LIABILITY. IN NO EVENT WILL Wyndham, CVM OR THEIR RESPECTIVE LICENSORS OR SUPPLIERS BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF COVER OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE FURNISHING, PERFORMANCE OR USE OF THE CVM SOFTWARE, CVMADVANTAGE, OR THE SERVICES PERFORMED HEREUNDER, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF Wyndham, CVM OR THEIR RESPECTIVE LICENSORS OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, Wyndham, CVM AND THEIR RESPECTIVE LICENSORS AND SUPPLIERS WILL NOT BE LIABLE FOR ANY DAMAGES CAUSED BY DELAY IN DELIVERY OR FURNISHING THE SOFTWARE, CVMADVANTAGE, OR SAID SERVICES. THE LIABILITY OF Wyndham, CVM AND THEIR RESPECTIVE LICENSORS AND SUPPLIERS UNDER THIS AGREEMENT FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL, AND /OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, RESTITUTION, WILL NOT, IN ANY EVENT, EXCEED THE LICENSE FEE PAID BY THE END USER, OR TEN DOLLARS ($10.00), WHICHEVER IS GREATER, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, AND COMPANY RELEASES SUCH PARTIES FROM LIABILITY IN EXCESS OF SAID AMOUNT. </SPAN></P> <P class=MsoBodyTextIndent><SPAN style="FONT-SIZE: 10pt; FONT-FAMILY: Verdana"><B><SPAN style="COLOR: black">11.0 GENERAL </SPAN></B></SPAN></P> <P class=MsoNormal style="TEXT-INDENT: 0.5in"><SPAN style="FONT-SIZE: 10pt; COLOR: black; FONT-FAMILY: Verdana">11.1 <SPAN style="TEXT-DECORATION: underline">No Security Mechanism.</SPAN> Except with the other party's prior written consent, neither party shall install or cause to be installed into the other party's computer systems any hardware, software, electronic, or other security mechanism and shall use every reasonable effort so that any computer virus or other disablement, deactivation, deinstallation, damage or deletion mechanism which will hinder use of any of the other party's systems will not be installed into the other party's system.</SPAN></P> <P class=MsoNormal style="TEXT-INDENT: 0.5in"><SPAN style="FONT-SIZE: 10pt; COLOR: black; FONT-FAMILY: Verdana">11.2 <SPAN style="TEXT-DECORATION: underline">Assignment.</SPAN> Company may not assign this Agreement, by operation of law or otherwise, without Wyndham prior written consent and any such attempt to assign the same without the prior written consent of Wyndham shall be void and shall not be binding on Wyndham. Wyndham may assign this Agreement to an entity which succeeds to the business or operations of Wyndham or any division or department thereof.</SPAN></P> <P class=MsoNormal style="TEXT-INDENT: 0.5in"><SPAN style="FONT-SIZE: 10pt; COLOR: black; FONT-FAMILY: Verdana">11.3 <SPAN style="TEXT-DECORATION: underline">Entireties.</SPAN> No representations, statements, warranties, or agreements other than those herein expressed have induced the making, execution, and delivery of this Agreement by Company. If any part, term, or provision of this Agreement shall be held illegal, unenforceable, or in conflict with any law of a federal, state, or local government having jurisdiction over this Agreement, the validity of the remaining portion or portions shall not be affected thereby. This Agreement may be amended or modified only by an instrument of equal formality signed by duly authorized representatives of the respective parties. Notwithstanding the foregoing, the terms of this Agreement may be amended or modified by a written instrument (a "Written Agreement") signed before or after the Effective Date, and in the event of a conflict between the terms of this Agreement and a Written Agreement, the Written Agreement shall govern and control. <B>The parties acknowledge and agree that any terms and conditions, including but not limited to those relating to releases from, indemnities against, and limitations of liability, which may require conspicuous identification under applicable law, have not been so identified by mutual agreement, and the parties have actual knowledge of the intent and effect of such terms and conditions. </B></SPAN></P> <P class=MsoNormal style="TEXT-INDENT: 0.5in"><SPAN style="FONT-SIZE: 10pt; COLOR: black; FONT-FAMILY: Verdana">11.4 <SPAN style="TEXT-DECORATION: underline">No Waiver.</SPAN> No failure, omission or delay by Wyndham, in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor preclude exercise of any other or further right, power, or privilege hereunder.</SPAN></P> <P class=MsoNormal style="TEXT-INDENT: 0.5in"><SPAN style="FONT-SIZE: 10pt; COLOR: black; FONT-FAMILY: Verdana">11.5 <SPAN style="TEXT-DECORATION: underline">Headings Not Controlling.</SPAN> Headings used in this Agreement are for reference purposes only and shall not be used to modify the meaning of the terms and conditions of this Agreement.</SPAN></P> <P class=MsoNormal style="TEXT-INDENT: 0.5in"><SPAN style="FONT-SIZE: 10pt; COLOR: black; FONT-FAMILY: Verdana">11.6 <SPAN style="TEXT-DECORATION: underline">Remedies.</SPAN> Since money damages may not provide a sufficient remedy for a breach of the obligations hereunder, Company and Wyndham, and their officers, employees, or agents agree, that at either party's sole election, the other party shall also be entitled to equitable remedies including injunction and related remedies for any such breach. Moreover, if either party initiates legal action or proceedings to enforce the obligations of the other party, its officers, employees, agents or contractors, and prevails in any such action or proceeding, then in addition to any other remedies awarded to either party, it shall be entitled to reimbursement by the other party, as applicable, costs and expenses (including without limitation, reasonable attorney's fees and expenses, court costs and filing fees) incurred in bringing such action or proceeding.</SPAN></P> <P class=MsoNormal><SPAN style="FONT-SIZE: 10pt; COLOR: black; FONT-FAMILY: Verdana">11.7 <SPAN style="TEXT-DECORATION: underline">Interpretation</SPAN>. The limitations of liability (including waivers of subrogation), indemnifications, and exclusive remedy provisions expressed throughout the Agreement shall apply even in the event of the default, negligence or strict liability, of either party hereto.</SPAN></P> <P class=MsoNormal style="TEXT-INDENT: 0.5in"><SPAN style="FONT-SIZE: 10pt; COLOR: black; FONT-FAMILY: Verdana">11.8 <SPAN style="TEXT-DECORATION: underline">Governing Law</SPAN>. This Agreement shall be construed and governed in accordance with the laws of the State of California, excluding the application of any choice of law rules, which may direct the application of the laws of another jurisdiction.</SPAN></P> <P class=MsoNormal style="TEXT-INDENT: 0.5in"><SPAN style="FONT-SIZE: 10pt; COLOR: black; FONT-FAMILY: Verdana">11.9 <SPAN style="TEXT-DECORATION: underline">Survival</SPAN>. All of the parties' obligations under this Agreement which are intended to survive the termination, expiration or suspension of this Agreement, including but not limited to, obligations of confidentiality, nondisclosure, limitations of liability, and indemnification, shall survive any termination, expiration or suspension of this Agreement.</SPAN></P> <P class=MsoNormal style="TEXT-INDENT: 0.5in"><SPAN style="FONT-SIZE: 10pt; COLOR: black; FONT-FAMILY: Verdana">11.10 <SPAN style="TEXT-DECORATION: underline">Relationship of Parties.</SPAN> This Agreement shall not be construed to establish a joint venture, partnership or other formal business organization. Furthermore, the parties agree that this Agreement does not constitute a partnership for tax purposes. In the event that it is so construed, however, the parties agree to be excluded from the provisions of Subchapter K of the United States Internal Revenue Code of 1986, as amended. In no event shall such relationship constitute a partnership for U.S. federal income tax purposes. </SPAN></P> <P class=MsoNormal style="TEXT-INDENT: 0.5in"><SPAN style="FONT-SIZE: 10pt; COLOR: black; FONT-FAMILY: Verdana">11.11 <SPAN style="TEXT-DECORATION: underline">Notice.</SPAN> Any written notice by either party to the other shall be given by depositing it in the U.S. Mail, postage prepaid, if addressed to the Customer at the address provided to Wyndham for this purpose, and if addressed to Wyndham</SPAN></P> <H4 style="MARGIN-LEFT: 0.5in; TEXT-INDENT: 0.5in"><SPAN style="FONT-SIZE: 10pt; COLOR: black; FONT-FAMILY: Verdana">Copy to: Supplier Diversity Administrator</SPAN></H4> <P class=MsoNormal style="TEXT-INDENT: 0.5in"><SPAN style="FONT-SIZE: 10pt; COLOR: black; FONT-FAMILY: Verdana"><B>Wyndham </B></SPAN></P> <P class=MsoNormal style="TEXT-INDENT: 0.5in"><SPAN style="FONT-SIZE: 10pt; FONT-FAMILY: Verdana"><B><SPAN style="COLOR: black"><<Client Address>> </SPAN></B></SPAN></P> <P class=MsoNormal style="TEXT-INDENT: 0.5in"><SPAN style="FONT-SIZE: 10pt; COLOR: black; FONT-FAMILY: Verdana">11.12 <SPAN style="TEXT-DECORATION: underline">Force Majeure.</SPAN> The parties to this Agreement shall be excused from the performance of their respective obligations hereunder and to the extent that such performance is delayed, hindered or prevented by causes reasonably beyond the control of the party to perform, including but not limited to fire, explosion, strike, labor disputes, acts of God or any act or omission of any governmental authority. The party wishing to avail itself of the provisions of this Section 11.12 shall give notice in writing to the other party. </SPAN></P> <P class=MsoNormal style="TEXT-INDENT: 0.5in"><SPAN style="FONT-SIZE: 10pt; COLOR: black; FONT-FAMILY: Verdana">11.13 <SPAN style="TEXT-DECORATION: underline">Export Control</SPAN>. Both parties agree that they will abide by the United States Department of Commerce regulations concerning the export or re-export of United States source technical data, or the direct product thereof, to unauthorized destinations in respect of information supplied by Wyndham or Company to the other hereunder. </SPAN></P> <P class=MsoNormal style="TEXT-INDENT: 0.5in"> </P> <P class=MsoNormal style="MARGIN-LEFT: 18.75pt; TEXT-INDENT: -18.75pt"><SPAN style="FONT-FAMILY: Verdana"><B><SPAN style="FONT-SIZE: 10pt; COLOR: black">12.0 Wyndham Employees </SPAN></B></SPAN></P> <P class=MsoNormal style="TEXT-INDENT: 0.5in"><SPAN style="FONT-SIZE: 10pt; FONT-FAMILY: Verdana"><SPAN style="COLOR: black">12.1 Wyndham Employees who are party to this Agreement are bound only by the terms contained in this Section 12.0, and this Section 12.0 binds and applies to only Wyndham Employees. <SPAN style="LAYOUT-GRID-MODE: line">This computer system is the property of Wyndham Corporation and its subsidiaries (Wyndham) and is intended for authorized users only. The computer system must be used in accordance with Wyndham's company policies, including its Internet and Email Policies, a copy which is available at <A href="http://www.cvmsolutions.com/legal.php" target=_PrivacyPolicy>http://www.cvmsolutions.com/legal.php</A>. Unauthorized access and improper use is prohibited. All users of this system are subject to having their activities on the system monitored and recorded by Wyndham in accordance with its policies. Except where stated in those policies and in accordance with</SPAN></SPAN><SPAN style="LAYOUT-GRID-MODE: line; COLOR: black; FONT-FAMILY: Helv"> </SPAN><SPAN style="LAYOUT-GRID-MODE: line; COLOR: black">applicable law, users of the system should have no expectation of privacy. Anyone using this system is advised that if such monitoring reveals use of the</SPAN><SPAN style="LAYOUT-GRID-MODE: line; COLOR: black; FONT-FAMILY: Helv"> </SPAN><SPAN style="LAYOUT-GRID-MODE: line; COLOR: black">system contrary to Wyndham's policies or applicable law, such activities may give rise to disciplinary</SPAN><SPAN style="LAYOUT-GRID-MODE: line; COLOR: black; FONT-FAMILY: Helv"> </SPAN><SPAN style="LAYOUT-GRID-MODE: line; COLOR: black">action up to and including possible termination of employment. Further, where required or allowed by law or Wyndham's policies, Wyndham may disclose the information and the results of such monitoring to third parties, including without limitation, law enforcement officials<I>.</I></SPAN></SPAN></P> <P class=MsoFooter><SPAN style="FONT-SIZE: 10pt; COLOR: black; FONT-FAMILY: Verdana">EFFECTIVE AS OF the Effective Dated. </SPAN></P>
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