HOTEL LOCATION RELEASE AND INDEMNIFICATION AGREEMENT

This Location Release Agreement (“Location Agreement”) is between Palmer House Hotel LLC (the “Hotel”), ClickCon (the “Producer”) and Vendors (the “Guests”), Attendees (the “Guests”), Models (the “Guests”), Hair Artists (the “Guests”), Make Up Artists (the “Guests”) and Designers (the “Guests”)for the right to enter upon The Palmer House Hilton (the “Premises”) and to set up and take still and/or moving pictures, images, photographs, films, audio/visual recordings or videotape recordings (collectively “Pictures and Recordings”) at various locations in the Premises agreed by Hotel and ClickCon (as more generally described below in the section entitled “Filming Schedule”), and pursuant to the terms and conditions of this Location Agreement (the “Agreement”), Producer agrees to indemnify and hold harmless Hilton Worldwide, Inc. (“Hilton”), the Hotel, ClickCon, Inc. and each of their respective its parents, affiliates, subsidiaries, directors, officers, partners, employees and agents (hereinafter collectively “Hilton Indemnitees” and “ClickCon Indemnitees”) from and against any and all claims, debts, damages, losses, expenses, and obligations of any kind or nature, including reasonable attorney’s fees (hereinafter collectively “Claims”) of any third person(s) to the extent arising or alleged to arise out of personal injuries, death or property damage resulting from the negligence or misconduct of Producer or its employees, agents or contractors.   If any proceeding is brought against the Hilton Indemnitee(s) or ClickCon Indemnitee(s), Guests, upon written request from the Hilton Indemnitee(s) or ClickCon Indemnitee(s), will defend the Claim at the Guest’s expense, and the Guest will pay any sums due under any judgment against the Hilton Indemnitee(s) or ClickCon Indemnitee(s).

The Filming Schedule will occur as follows:

Date(s):  August 9-14, 2020  and August 8-13, 2021

Times:  6AM to 11:59PM Daily

Any changes to the Filming Schedule must be approved by Hotel in writing.  Subject to the terms of this Agreement and the Hotel’s security policies and rules, the Producer will be allowed access to the spaces within the Premises as follows:

  • Buckingham, Chicago, Price
  • Grand/State Ballroom
  • Exhibit Hall
  • Crystal Room
  • Wabash
  • Salons 1-12
  • Common Areas of The Premises

(the “Event Space”) for purposes of taking the Pictures and Recordings.  The Hotel or ClickCon will not charge the Guest any amount for this access.

The Guest agrees to obtain all necessary release forms from persons whose name, voice or likeness is used in such Pictures and Recordings, and Guest releases Hilton Indemnitees and ClickCon Indemnitee(s) from any privacy, defamation or other third party claims arising out of Guest’s sale, publication, distribution, display or exhibition of any such Pictures and Recordings.

Guest may place all necessary facilities and equipment, including temporary sets, in the Event Space and agrees to remove same at the completion of filming.  The following is a list of Guest equipment to be brought to and used in the Event Space by Guest:

LIST EQUIPMENT HERE:

  • Cameras
  • Light Stands
  • Backdrops
  • Sets on trade show floor only
  • Modifiers such as photographic umbrella and soft boxes

HILTON LOGO:

Unless approved in a separate Right to Use and Release Agreement that is signed by a representative of Hilton, the Guest agrees that it shall not take, sell, publish, distribute, display or otherwise exhibit any Pictures or Recordings in which the words or logos of “Hilton Worldwide, Inc.”, “Hilton”, “Doubletree”, “Conrad”, “Embassy Suites Hotels”, “Hampton Inn”, “Hampton Inn & Suites”, “Homewood Suites by Hilton”, “Home2 Suites by Hilton”, “Waldorf=Astoria”, “Waldorf=Astoria Collection”, or any combination or derivation thereof or any other word or logo of any restaurant, spa or other outlet on or adjacent to the Premises which bear a mark owned or controlled by Hilton  (the “Hilton Mark(s)”) appears without the prior written consent of Hilton. Further, the Guest agrees that any Pictures or Recordings taken without such consent shall immediately be delivered to, and shall become the property of, the Hilton.

In the event Guest violates this Agreement, the Hotel and/or Hilton will have the right to pursue all damages and remedies at law and Guest agrees that damages may not be sufficient to remedy the violation and in such case the Hotel and/or Hilton will have the right to temporary and permanent injunctive relief.

Except with respect to the Hilton Marks as expressly provided for in the preceding paragraph, all rights of every kind and nature in and to the Pictures and Recordings shall be solely and exclusively owned by the Guest.

The Guest shall not be obligated to:  use the Pictures and Recordings, exercise any of the rights granted, produce the Production, nor make any references to the Premises.

Guest represents and warrants that (i) it has and will comply with all rules and regulations, (ii) it has obtained and will maintain continuously throughout the term of this Agreement, or during any period work is performed relating to this Agreement, all necessary licenses and permits required by applicable governmental jurisdictions in order for the Guest to take Pictures and Recordings on the Premise.  Producer agrees that it is Guest’s sole responsibility to be aware of any licensing or permitting requirement and all applicable rules and regulations.

The Guest will leave the Premises in the same condition as existed immediately prior to the Guest’s use.

THIS LOCATION AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS.

This Agreement supersedes all prior negotiations, understandings and agreements between the parties, and all parties agree that no representations or promises are made other than what is specifically stated in this Agreement.  This Agreement cannot be canceled, altered, modified, amended, or waived, in part or in full, in any way except by an instrument in writing signed by each of the parties hereto.

This Agreement constitutes the entire agreement of the parties regarding the use of the Premises for taking Pictures and Recordings on the date hereof and supersede any and all prior agreements with respect thereto, whether oral or written.  This Agreement may be executed and delivered via electronic facsimile transmission with the same force and effect as if it were executed and delivered by the parties simultaneously in the presence of one another.