GRADUATE BLOOMINGTON.pdf

GRADUATE TERMS AND CONDITIONS

(the “Terms”)

RESERVATIONS: Group and each Guest, by accepting a Revenue Room Night reservation with Hotel, acknowledges and agrees that Revenue Room Night reservations for the Event must be made by: Passkey Rooming List no later than Tuesday, October 28, 2025 (the “Cutoff Date”). After the Cutoff Date Group and Guests acknowledge and agree that Hotel shall be permitted to release, for sale to the general public or to other groups, any Revenue Room Nights in the Room Block that have not been reserved as provided in this Agreement in an attempt to mitigate Hotel’s losses and Group’s reimbursement obligations as outlined herein. Hotel will continue to accept reservations from Group’s attendees and Guests after the Cutoff Date at the Hotel’s then prevailing room rate, subject to Hotel’s then current availability, at which time the Group Room Rate may not be available, and Group acknowledges and agrees that any reservations made after the Cutoff Date cannot be guaranteed by Hotel to be at the Group Room Rate set forth above.

On or before the Cutoff Date Group may avoid Hotel’s release of any number of un-booked sleeping rooms in the Room Block by guarantying payment for those sleeping rooms either by making a deposit in the full amount of the Room Night Commitment at the Group Room Rates plus taxes or, if Hotel has extended credit to Group, by agreeing in writing to have those amounts posted to Group’s Master Account.

Please initial below to approve the following billing instructions:

Room and tax: To master Bill

Incidental charges: N/A

Without billing instruction approval, Group acknowledges and agrees that any and all room and tax charges will be charged to Group’s Master Account.

COMMISSION / THIRD PARTY PAYMENTS: The Hotel will pay (10% of minimum room rate) (the “Commission”) for each Revenue Room Night reserved as part of the Group’s established Room Block at the special Group Room Rate contained in this

Agreement to (IATA number: 15517445 ). Hotel agrees that the commission/override paid by hotel to will not be reflected or passed onto the group in the form of higher rates charged.

Any change in the Commission Recipient after the Agreement is signed will require written notification to Hotel, signed by both Group and the Commission Recipient. Hotel will make the required Commission payment to Commission Recipient within forty-five (45) days after the later to occur of (y) receipt by the Hotel of full payment for the Event and (z) Commission Recipient’s current W-9. Notwithstanding anything to the contrary, if Group cancels the Event or the Agreement and/or terminates or modifies the Room Block and any Commission has been paid by Hotel, Group shall immediately reimburse Hotel for any such amount. Group shall be fully responsible for determining whether the disclosure of any such Commission payments is required, and to the extent such disclosure is required, for making disclosure of all such payments, and Group shall be obligated to defend and indemnify Hotel in any claims arising out of or related to such disclosure or the failure to make any required disclosure.

7% is to be paid out via Hiltons fast pay and the remainder 3% is to be paid out directly from on property.

CANCELLATION: The favorable Group Room Rates and Event rates offered by Hotel are based in part upon the total gross revenue reasonably anticipated by Hotel from Group’s agreement to use and pay for the (Y) Room Block and (Z) Meeting Space and/or convention space for the Event listed in the Agreement. Group and each Guest, having consulted with legal counsel of its and their own respective choosing, hereby acknowledge, agree and understand that in the event of a cancellation of the

(x) Agreement, (y) Event and/or (z) Room Block or lack of full performance by Group and/or any Guest under the Agreement, Hotel’s actual damages would be difficult, if not impossible, to determine. Therefore, Group and each Guest agrees to pay reasonable liquidated damages to the Hotel for cancellation or lack of performance as described herein. Cancellation damages will be calculated as a percentage, based on the date of cancellation listed below (such date, the “Cancellation Date”), of total anticipated gross revenues from all contracted sleeping Revenue Room Nights, the F&B Minimum and Meeting Space rental cost listed in the Agreement, which liquidated damages calculations Group and each Guest acknowledges are fair and reasonable, and not a penalty or punitive, given the circumstances and considering the difficulty in ascertaining Hotel’s damages.

The following table contains an estimate (which the Parties acknowledge and agree is reasonable and fair) of the revenue to be generated from the Event and Room Block. The table itself is not intended to warrant that the Event or Room Block will generate these amounts of revenue. Neither is the table intended to prevent the Hotel from generating more than these amounts of revenue from the Event or Room Block.

Summary of Revenue Anticipated by Hotel from the Event F&B Minimum Revenue $0.00 Event Space Rental $.00 Room Block Revenue $3,475.00

Total Anticipated Event Revenue** $3,475.00 **This figure does not include administrative charges, service charges (including, without limitation, the Service Charge) taxes or fees for services by any authorized outside vendors.

Group acknowledges that if it cancels or otherwise substantially abandons the Event and/or the Room Block (a “Cancellation”), the Hotel will be significantly harmed. Group further acknowledges that the later the Group notifies Hotel of a Cancellation, the more harm Hotel will likely incur, because Hotel will have less time to mitigate its damages by marketing the sleeping Revenue Room Nights and Function Space the Group abandoned to other customers and individual guests. Group also acknowledges that the actual amount of Hotel’s damages from any Cancellation would be difficult to calculate. Therefore, the Parties agree that if a Cancellation should occur for any reason (including Group’s relocation of the Event to another hotel or resort), then Group shall pay Hotel, as liquidated damages and not as a penalty, the applicable amount identified below, plus any applicable taxes (a “Cancellation Fee”).

Cancellation Date Percentage of Total Revenue Owed

Cancellation Date Percent of Total Revenue Owed

Amount

180 days in advance of 25% $868.75 179 days to 60 days in advance of 50% $1,737.50 59 to 30 days in advance of 75% $2,606.25 29 days or less in advance 100% $3,475.00

Group must provide Hotel any notice of a Cancellation in writing. If Group does not provide written notice of any Cancellation, then Hotel may assess any higher Cancellation Fee owed under the above schedule at the time it receives written confirmation of the Cancellation or the highest amount identified above if it receives no written confirmation. The Parties agree that the amounts in the above schedule are based on reasonable estimates of Hotel’s harm from Cancellation. Any Cancellation Fee will be added to Group’s Master Account and shall be due and payable immediately upon Cancellation.

Hotel acknowledges and agrees that Group (Nebraska Volleyball) is traveling to compete in an athletic competition scheduled for 11/21/25-11/22/25 at Indiana University. Should any one of the following occur it would make it impossible for Group to travel:

• Athletic competition scheduled for 11/21/25-11/22/25 at Indiana University is cancelled, rescheduled, or moved more than 30 miles away for any reason.

• Hotel becomes unable to provide banquet meals.

• All parties agree that if either the visiting team, Group, or the home team, Indiana University, must withdraw from the competition/football game due to the protocols outlined and mandated by the governing conference regarding positive COVID test ratios or state/local regulation then the game is considered cancelled.

In the event, any of the above occur, Hotel will allow Group to cancel revenue room nights without penalties, fees, or liquidated damages, and a full refund will be issued to Group for any revenue room nights payments. Hotel will seek reimbursement for costs incurred by the hotel should cancellation of agreed upon food and beverage be received after the Event Deadline as outlined in the ‘Guarantees’ clause of this agreement.

ATTRITION: If Group's actual usage (the “Actual Usage”) slips below (y) 80% of the Room Night Commitment per night or

(z) 100% of the F&B Minimum, Group agrees to pay, as liquidated damages and not as a penalty, the difference between

(y) 80% of the Room Night Commitment and Group's Actual Usage, multiplied by the average Group Room Rate and (z) 100% of the of F&B Minimum and the actual Food and Beverage Revenue.

CHECK-IN/CHECK-OUT POLICY: Group is responsible for advising its attendees and all Guests that they are subject to the Hotel’s standard check in and check out times. Check-in time is (local time) and check-out time is (local time). Notwithstanding the foregoing, the Hotel will make every commercially reasonable effort to accommodate those Guests arriving prior to check-in time based upon Hotel’s then current availability. Special arrangements can be made to guarantee early check-in or late check-out prior to Group’s (or any of its attendees’ or Guests’) arrival at a half day rate based upon Hotel’s then current availability.

EARLY DEPARTURE FEE: In the event a Guest who has reserved a room within the Room Block checks out prior to such Guest’s reserved checkout date, an early departure fee equal to one guest room night’s rate and applicable tax (the “Early Departure Fee”) will be charged to (y) that Guest’s individual account or (z) if such Guest does not have an individual account, Group’s Master Account. Guests wishing to avoid this Early Departure Fee must advise the Hotel at or before their respective check-in.

The Hotel will deduct any such Early Departure Fees that are collected from such Guest from any amount Group may owe as sleeping room attrition.

SPECIAL CONCESSIONS: In consideration of Group’s (Y) Room Night Commitment and (Z) commitment to hold the Event at the Hotel, Hotel will provide University of Nebraska Athletics - PRIMARY the following special concessions (individually or collectively, as the context may require, the “Concessions”):

- Complimentary 6pm late check out

- Complimentary bus parking

- Complimentary Audio Visual and Meeting Space

- Complimentary suite for head coach

ADJUSTMENTS TO CONCESSIONS: In the event of reductions in the Room Night Commitment and/or Final Guest Count (as defined below) of more than twenty percent (20%), the Hotel may adjust any Concessions previously offered in this Agreement, including those Concessions offered on a complimentary basis, and may also adjust the Function Space in direct proportion to the reduction in the Room Night Commitment and/or Final Guest Count.

PAYMENT IN ADVANCE: Unless Group has established credit in advance with the Hotel, by completing Hotel’s direct bill application and receiving approval from Hotel’s accounting office, the entire Total Revenues owed pursuant to the Agreement must be paid ten (10) days prior to the earlier of (y) the Event Date or (z) the Arrival Date by credit card, cash or certified check.

Hotel accepts American Express, Discover Card, JCB International, Master Card and Visa.

Group acknowledges and agrees that a credit card must be provided upon execution of this Agreement until direct billing has been established. If credit has not been approved by Hotel for Group’s Event, the credit card provided to Hotel at the time the Agreement is executed will be charged the Total Revenues charges seventy-two (72) hours prior to the Event.

AUDIO VISUAL: Audio-visual services must be purchased through the Hotel or its preferred service provider. Group acknowledges and agrees that bringing in a third-party audio-visual provider or Group’s own equipment will result in additional charges. Group must obtain advance written approval from Hotel before Group, or any Contractor (as defined below), may set up its own equipment, displays or facilities for any Function. Group and/or any such Contractor shall coordinate all such deliveries/set ups with sufficient advance written notice to Hotel. Group will be responsible for, pay to repair and shall indemnify Hotel for any damage that Group, or its employees, agents or any Contractors, causes to persons or property within the Hotel arising out of or related to any property brought to the Hotel by Group or any Contractor or by setup or operation of any equipment, facilities or displays on the premises of Hotel by Group or any Contractor.

PARKING: The Hotel will provide Group with information regarding parking at the Hotel for overnight guests as well as event only Guests. Parking fees will be charged at the prevailing rate at the time of the Event. Oversized vehicle or bus parking can be arranged in advance with the Hotel based upon Hotel’s then current availability which may require additional charges.

MENUS: Catering menus, Event Space arrangements and other details pertinent to the Event (the foregoing, the “Event Details”) must be received by Hotel at least thirty (30) days prior to the Event Date (such date, the “Menu Deadline”). Upon receipt of all necessary and/or incidental Event Details, the Hotel will prepare a Banquet Event Order (each a “BEO” and collectively the “BEOs”) outlining these arrangements for Group’s approval. Food and Beverage prices therein shall be quoted exclusive of any applicable taxes and service charge. Group shall be responsible for all such taxes and service charge.

Group must submit final menu selections to Hotel no later than the Menu Deadline, otherwise items selected cannot be guaranteed. At the time final menu selections are made, Group shall review, approve and initial the final menu BEO(s). All BEOs must be signed and returned to the Hotel Sales and Catering Manager with whom Group has been working no later than four

(5) business days prior to the Event and will be considered the final contract for the execution of the Event. If Group fails to respond by the Menu Deadline to any menu proposals submitted by Hotel to Group, then Hotel may (a) deem as approved by Group any menu proposals it has submitted to Group or, (b) if Hotel has not submitted any such proposals, make its own selections. Other than specifically stated in the approved menu or otherwise agreed in a separate writing signed by Group and an authorized representative of Hotel, Hotel will not be responsible for any specific dietary requests or requirements.

Group acknowledges and agrees that the Hotel does not allow Food or Beverage to be brought onto the Hotel’s property from an outside source and all Food and Beverage items must remain on the Hotel property. Unless otherwise agreed by the Parties in advance and in writing, all Food and Beverage served at the Hotel must be supplied and prepared by the Hotel. In addition, no remaining Food or Beverage shall be removed from the Hotel. At the conclusion of the Function, such Food and Beverage shall become the property of Hotel. For the avoidance of doubt, wedding cakes or other approved desserts provided by licensed bakeries with Hotel’s approval shall remain Group’s property.

PRICE INCREASES & ADDITIONAL CHARGES: Unforeseen changes in market conditions may require an increase in goods provided at the time of the Event. Hotel will endeavor to advise Group of these increases as far in advance as reasonably practical. Alternatively, Hotel, at its option, may in such event make reasonable substitutions in menu items and Group agrees to accept such substitutions. If there are extensive function room set-ups, requests to change the setup once the agreed upon equipment is in place or elaborate staging is required, Hotel may charge additional set-up fees to cover Hotel’s cost and additional labor. If equipment is necessary that exceeds Hotel’s inventory, Group shall pay for the cost of renting such additional equipment. If any rigging is required, it must be arranged through the Hotel and Group shall be responsible for all rigging costs.

Access to the function space(s) reserved in this agreement will be provided to the group a minimum of two hours prior to the event start time. Earlier access or advance setup may be arranged with the Hotel and is subject to additional rental or set-up fees.

ROOM ASSIGNMENTS: Function rooms are assigned according to the expected Guest Commitment count and set up requirements at the time of booking. The Hotel reserves the right to transfer the Event to a more appropriate space as it deems necessary.

SHIPPING & RECEIVING: If Group will be shipping packages to Hotel, Group must notify Hotel at least one week in advance.

Each package sent to Hotel must include the name of Group’s on-site representative, the name of the Group’s Event, the name of Group’s Hotel contact and the number of items contained in the package on each label. Each package should arrive no earlier than three (3) days before the Arrival Date. Hotel reserves the right to add storage fees to Group’s Master Account for any packages (y) that arrive earlier or (z) in excess of three (3) packages.

DECORATIONS: Group acknowledges and agrees that (y) nothing may be attached to the walls, floor, or ceiling of the Hotel with nails, staples, carpet tape or other hardware or materials that may cause damage and (z) Hotel does not permit the use of glitter, confetti, or birdseed at the Hotel (the foregoing, the “Decoration Policy”). The Hotel reserves the right to assess cleaning charges based upon violations of the Decoration Policy.

OUTSIDE CONTRACTORS: If Group intends to use the services of any contractor, companies, firms, agencies, individuals and/or groups (any such companies, firms, agencies, individuals and/or groups, individually or collectively as the context may require, “Contractors”) to provide any services within the Hotel before, during or after the Event (including, without limitation, security companies, decorators, florists and/or audio-visual service providers), Group shall provide written notice to Hotel at least sixty

(60) days before the Arrival Date identifying the Contractor(s), and the Contractor(s) shall not be allowed onto the premises of the Hotel without Hotel’s advance written consent, to be granted or withheld in Hotel’s sole but reasonable discretion. Upon prior written notice to the Hotel, which shall be received by Hotel at least ten (10) days prior to the Event, from Group, Hotel shall reasonably cooperate with such Contractors, at Group’s sole cost and expense, and provide such Contractors with facilities at the Hotel to the extent that the use and occupancy of such facilities by the Contractors does not interfere with the use and enjoyment of the Hotel premises by other guests or invitees of the Hotel. Nebraska Volleyball’s contracts with all Contractors shall specify that Contractors and the Group shall be obligated to indemnify and hold Hotel harmless from any and all damages or liabilities which may arise by such Contractors or through their use. Any Contractor working at Hotel is required to carry and maintain (y) workers’ compensation insurance in statutory amounts and (z) comprehensive general public liability insurance covering automobile, personal injury and property damage with single limits of not less than One Million and 00/100 Dollars ($1,000,000.00) per person per occurrence. All such policies (except workers’ compensation) shall specifically state Hotel is named as an additional insured under such policy. Proof of coverage with the Hotel named as additional insured must be provided at least thirty (30) days prior to the Event. Such insurance shall be primary and not contributory with Hotel. Nebraska Volleyball bears all responsibility for the payment of any charges incurred at the Hotel by its contractors.

If Hotel is required under any collective bargaining agreement, requirements contract or any other contract to incur any expense if a particular service provider or set of employees does not perform services that Group wishes to perform itself or to have performed by a Contractor, then Group shall be responsible for those expenses, which shall be added to Group’s Master Account. Hotel may require a representative of any Contractor invited to Hotel by Group to sign a release and indemnification agreement for the benefit of Hotel, in a form provided by Hotel and to provide evidence of insurance reasonably acceptable to Hotel. Hotel will provide Group a copy of its standard form for this purpose upon request.

GUARANTEES: Group must notify Hotel of the final Guest attendance count (the “Final Guest Count”) for the Event no later than 12:00 PM (noon) (local time) at least three (3) days prior to the scheduled Event Date (the “Event Deadline”). Though the Final Guest Count number will not affect the minimum Total Revenue figure noted above, it will be the number the Hotel uses to prepare food for the Event. The Final Guest Count will be considered a guarantee for which Group will be charged, even if fewer Guests attend. If a Final Guest Count is not received by 12:00 PM (noon) on the date due, the original Guest Commitment, at the time of booking, will be considered Group’s guarantee. Enough food will be prepared for the Final Guest Count number only. The Final Guest Count number may be increased after the Event Deadline, but the Final Guest Count number is the minimum Group will be charged for once it has been set. Group shall have no discretion to reduce the final attendance count for the Event after the Event Deadline, and Hotel will charge Group’s Master Account, at a minimum, the amount based on the guaranteed Guest Commitment attendance count. Group and the Guests acknowledge and agree that the Hotel will not be held responsible for service, accommodation or guaranteeing the same menu items for any increase received after the Event Deadline. Group and the Guests acknowledge and agree that additional charges may apply due to rushed or expedited ordering needing to occur for Hotel to accommodate such an increase. Should Group’s menu selections include multiple entrees and no Final Guest Count number is received, the Hotel will decide the number of each entrée to be served.

If Hotel, at its discretion, presents a copy of Group’s Master Account to an Authorized Representative of Group during the Event, the Authorized Representative shall review the Master Account before the end of the Event, and shall sign the Master Account if all charges therein are consistent with this Agreement or otherwise acceptable. Any such presentation or acceptance of the Master Account shall not prohibit Hotel from making later adjustments to the Master Account if such adjustments are consistent with this Agreement.

SECURITY: Hotel has no insurance for, and is not responsible for, any loss or damage to Group’s (or any of Group’s Guest’s or invitee’s) property. Group and each Guest agrees Hotel will not be responsible for the safe-keeping of equipment, supplies, written material or other valuable items left in meeting rooms, sleeping rooms or anywhere else on Hotel’s premises. Group and/or each applicable Guest is responsible for securing any such aforementioned items and hereby assumes responsibility for loss thereof. Group may not rely on any verbal or written assurances provided by Hotel staff, other than as provided in this Agreement. Property of Group is the sole responsibility of Group and/or its owner. Group warrants that it has procured sufficient insurance to cover the loss of such property and waives any claims under Hotel’s insurance policy for the loss of Group’s property or the property of any of its Guests, attendees or invitees. Hotel may, in its sole and absolute discretion, require additional security procedures, at Group’s sole expense, because of the size or nature of the Event. These procedures may include the assignment by Hotel of any additional security personnel employed by Hotel or supplied by a reputable licensed guard or security agency doing business in the city or county in which the Hotel is located (which may be the local police department), which agency will be subject to Hotel’s prior approval. Hotel may allow Group to retain an outside security service provider that is approved in writing by Hotel prior to the Event. If Group hires an outside service provider, Group must provide Hotel with a copy of its agreement with such service provider, which shall indemnify Hotel, its owner, its management company and each of their respective parents, subsidiaries and affiliates, and all of their respective owners, members, partners, directors, officers, employees, representatives and agents, from and against any liabilities related to the security services. Under no circumstances shall any armed security personnel be permitted onto the premises of Hotel without Hotel’s advanced written approval, which Hotel may grant or withhold in its sole and absolute discretion. For the safety of persons and property, no fireworks or incendiary devices may be at or adjacent to the Hotel. Group agrees to comply with all applicable federal, state and local laws, including health and safety codes and federal anti-terrorism laws and regulations including all provisions of the Patriot Act and regulations of the U.S. Department of Homeland Security and the Office of Foreign Assets Control. Group agrees to fully cooperate with Hotel and any relevant governmental authority to ensure compliance with such laws.

INDEMNIFICATION & INSURANCE: [If the hotel suffers and damage or loss due to Group’s actions/inactions and/or the Event, Group must protect/defend/indemnify Hotel, CHG, owner, etc.).] Group shall, except to the extent Group is prohibited by applicable law from making such indemnification based on sovereign immunity or similar statutory restrictions, indemnify, defend and hold harmless Graduate Hotels, Hotel, [_] (i.e., Hotel’s owner), Hotel’s management company (including, without limitation, Collegiate Hotel Group, LLC), each of their respective affiliates and all of their respective officers, directors, agents, owners, principals, partners, members and employees from and against all demands, suits, judgments, settlements, claims, damages to persons and/or property, fines, government charges, costs, liens, losses and/or other liabilities, including reasonable attorneys’ and other professionals’ fees (collectively “Claims”) arising out of, connected to and/or related to the (y) negligence or intentional misconduct of the Group, any Guest, Group’s Contractors or exhibitors, or their respective employees, agents, contractors or attendees or (z) Event, except those claims arising out of the sole negligence or willful misconduct of the Hotel.

Group further agrees to obtain and keep in force General Liability Insurance covering the Event with limits of not less than One Million and 00/100 Dollars ($1,000,000.00) per occurrence and to provide the Hotel with a certificate of insurance naming Hotel, Graduate Hotels, Collegiate Hotel Group, LLC and Hotel’s owner as an additional insured for the Event.

Hotel shall, except to the extent prohibited by applicable law, indemnify, defend and hold harmless Group from and against all Claims arising out of, connected to and/or related to the negligence or intentional misconduct of the Hotel or its employees, agents or contractors.

DAMAGE TO HOTEL PREMISES: To the fullest extent permitted by law, Group assumes full responsibility for and shall pay to repair any damage done to the Hotel during the Event or any setup for the Event or disassembly after the Event, to the extent that such damage is caused by any Guest, Group, its employees, invitees, agents, or Contractors, including any damage resulting from the installation, placement, and/or removal of Group’s displays, equipment, exhibits, or other items.

HARASSMENT: Ensuring the appropriate behavior of all Guests and other persons at the Event shall be the sole responsibility of Group. In the event Hotel or any of its affiliates, employees, agents, hotel management company employees or independent contractors experiences any inappropriate, threatening, hostile or offensive behavior from any Guest or other person at the Event (including, but not limited to, unwelcome sexual advances or verbal or physical conduct of a sexual nature) then Hotel shall be permitted to immediately end the Event, and Hotel shall be entitled to (y) retain all monies paid hereunder and

(z) collect the Total Revenues, and Group agrees to relieve and hold Hotel harmless.

DISTURBANCES: Group agrees that its use of the assigned Function Spaces will not create any unreasonable disturbance to other Hotel guests or meetings, such as, without limitation, excessive noise, smoke, fog or offensive smells. Neither Group nor its Contractors will use such features without advance approval of Hotel, which approval will be granted or withheld in Hotel’s sole and absolute discretion.

ADDITIONAL REMEDIES: If this Agreement is one of a group of (any two or more) agreements between Hotel and Group and/or any of Group’s affiliates for Hotel to host events, then Hotel reserves the right to terminate this Agreement and/or such other agreement(s), without liability to Hotel, if (a) Group (or, if applicable, its affiliate) fails to timely pay any amounts due and owning under, or commits any other material breach of its obligations under, this Agreement or any of the other agreements; or (b) Group, its affiliate or any of their respective employees, agents or contractors causes damage or disruption to the Hotel’s premises, operations, guests or reputation. Notice of any such termination by the Hotel shall be made to Group in writing. If Hotel cancels the Event pursuant to this Section, Group shall be responsible for the applicable Cancellation Fee as if Group cancelled the Event. If, pursuant to this Section, Hotel cancels any other event(s) it had booked for Group or one or more affiliates of Group, then Group shall be responsible for any applicable cancellation fee(s) provided for under the applicable agreement(s).

AUXILIARY AIDS: The Hotel represents, and Group acknowledges that the Hotel facilities being rented for Group and the Event, including guest rooms, common areas and transportation services, will be in compliance with Hotel’s public accommodation requirements under the Americans with Disabilities Act. Group agrees that at least one week in advance of the Event, Group will furnish to Hotel a list of any auxiliary aids needed by Group’s attendees or Guests in the Meeting Space. Group agrees to pay all charges associated with the provision of such aids. When Group’s attendees or any Guests make room reservations, Group shall ensure that each such Guest or attendee is aware that they are responsible for notifying the Hotel of their auxiliary aid needs so that the Hotel may notify Group or such Guest as to the names of businesses with which Group or such Guest may contract to obtain those aids.

PROMOTIONAL CONSIDERATIONS: Group acknowledges and agrees that the Hotel has the right to review and approve, in its sole and absolute discretion, any advertisements or promotional materials distributed by University of Nebraska Athletics - PRIMARY that specifically reference any name or logo of Graduate Hotels, Collegiate Hotel Group, LLC and/or the Hotel. Group shall not display signs in the Hotel or use the name or logo of the Hotel or any franchisor of Hotel in any promotional materials without prior written approval of the Hotel, to be granted or withheld in Hotel’s sole and absolute discretion. Group further agrees that no sign, banner or display shall be affixed to any part of the Hotel. Group will be responsible for the cost of repairing any damages to the walls, fixtures or carpet caused by any such sign, banner or display.

FORCE MAJEURE: Either party may cancel the Event without liability to the other party upon the occurrence of any event or circumstance beyond the reasonable control of such party, which event or occurrence occurs after the execution of this Agreement but before the Event Date, including acts of God, declared war in the United States, acts of terrorism in the city where the Hotel premises is located, government regulations, disaster, strikes or civil disorder, but solely to the extent that such event or circumstances makes it illegal or impossible for Hotel to provide, or for the Group to use, the premises of the Hotel.

Either party that wishes to cancel the Event pursuant to this Section must provide prompt written notice to the other party identifying the event or circumstance, and in any event within five (5) days after the occurrence of such event or circumstance.

If the Event is duly cancelled under this Section, then Hotel shall, within thirty (30) days after such cancellation, refund any Deposits made by Group.

ARBITRATION: The Parties shall exercise commercially reasonable efforts to informally and timely resolve any dispute arising under or related to this Agreement before commencing arbitration (or litigation), unless the litigation seeks emergency injunctive relief as more particularly described in the immediately following sentence. Subject to the foregoing requirement to informally and timely resolve any dispute, the Parties agree that any dispute in any way arising out of or relating to this Agreement, other than disputes involving patents, trademarks, trade dress, copyrights, trade secrets, false advertising, false representation, unfair competition and/or infringement of intellectual property rights, which for the avoidance of doubt are the only actions which can be litigated, will be resolved by arbitration before JAMS/ENDISPUTE® or the American Arbitration Association, pursuant to that organization’s rules in the State and city in which the Hotel is located and pursuant to that State’s law as the governing law. The parties agree that any arbitration award will be enforceable in state or federal court. In the event of a dispute resolution, all parties will be responsible their own legal/attorney fees, no matter who the prevailing party may be.

CHOICE OF LAW: This Agreement will be interpreted in accordance with the laws of (a) the state in which Hotel premises is located or (b) for university groups traveling to Hotel from outside of the State, the laws of their home State (in each case, the “State”), without giving effect to any conflict-of-law principles thereof that would result in application of the laws of any other state.

ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the Parties with respect to the Event and supersedes any previous agreements, communications, representations or agreements, whether written or oral. Any modifications, additions or corrective lining out made on this Agreement will not be binding unless such modifications have been signed or initialed by both Parties. Any amendments to this Agreement must be made in writing and signed by authorized representative of each party. For the avoidance of doubt, this Section shall not prevent Group from ordering particular or additional services from Hotel through a BEO or other document signed by an Authorized Representative of the Parties.

NO ASSIGNMENT: Neither party may assign or transfer this Agreement or any of its rights (other than rights to receive payments) or obligations hereunder without the written consent of the other party, unless the assignment is to an affiliate of the assigning party pursuant to an internal reorganization or acquisition of the assigning party, or the assignment is made to an entity that acquires all or substantially all of the assigning party’s assets. Any attempted assignment or transfer by Group without such consent may, at the option of Hotel, be deemed to be a Cancellation, in which case Group shall be liable for a Cancellation Fee set forth herein.

MISCELLANEOUS: Hotel’s transmission of an unsigned copy of this Agreement to the Group shall be deemed an invitation for Group to make an offer. The Group’s return of its signature on a copy of this Agreement shall be deemed an offer by the Group. Hotel’s subsequent signature of the Agreement shall be deemed an acceptance of the Group’s offer by Hotel.

This Agreement may be executed in one or more counterparts, which together shall constitute one and the same Agreement.

Signatures sent by facsimile or equivalent electronic means shall be deemed original, valid and binding signatures to this Agreement. Any handwritten changes to this document will not be binding unless initialed and dated by an authorized representative of both Parties.

Each person signing this Agreement warrants that he or she is authorized to bind the party for which he or she is signing, and the other party is relying thereon. Any provision of this Agreement that is deemed unenforceable shall be ineffective to the extent of such unenforceability without invalidating or rendering the remainder of this Agreement invalid. Unless the context otherwise requires, when used in this Agreement, the singular shall include the plural, the plural shall include the singular, and all pronouns shall be deemed to refer to the masculine, feminine or neuter, as the identity of the person or persons may require.

When used in this Agreement, the terms “including” and “include” shall have the commonly accepted meanings associated with such words and any list of items that may follow such words shall not be deemed to represent a complete list of the contents of the referent of the subject. Section titles or captions in this Agreement are included for purposes of convenience only and shall not be considered a part of this Agreement in construing or interpreting any of its provisions. All references in this Agreement to Sections shall refer to Sections of this Agreement unless the context clearly otherwise requires. Hotel and Group

Title:

HOTEL

For: Gr

By:

Name: Lauren Dees

Title: Director of Sales