2015-210-E Public Affairs - SWAN USA, Inc./Shelbourne Capital LLC d/b/a Sheraton Chapel Hill Hotel for Service Awards ceremony $11,040

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DocuSign Envelope ID:8EO53641-9016-43AE-A5A8-E170697F7DCA Printed:2015-04-08 Quote#:500-1 VEOT18 acknowledgement of Hotel's Audiovisual Service Standards at least 45 days prior to 25-Jun-2015. Disclosure: Customer will be responsible for determining to whom it needs to disclose any terms of this Agreement, including any commission or rebate that it may receive. Customer will disclose to all Customer attendees the type and amount of all automatic and mandatory charges that will be charged to them by Hotel. Laws and Policies: Each party will comply with all applicable federal, state and local laws (including the Americans with Disabilities Act)and Hotel rules and policies. Customer will be responsible for providing its disabled members with auxiliary aids in connection with any Customer events or activities. Upon Customer's reasonable request, Hotel will cooperate with Customer to provide services on behalf of Customer's disabled attendees. Privacy: Customer will obtain all necessary rights and permissions prior to providing any personally identifiable information ("PII")to Hotel, including all rights and permissions required for Hotel, Starwood Hotels&Resorts Worldwide, Inc. ("Starwood"), Starwood affiliates, and service providers to use and transfer the PII to locations both within and outside the point of collection (including the United States) in accordance with Starwood's privacy statement (www.starwoodhotels.com/corporate/privacy_policy.htm1)and applicable law. Confidential Information: Customer and Hotel will each take reasonable steps to keep all confidential information provided by the other party confidential and to identify information as confidential when shared. Confidential information will not include: (1) information that is publicly available; (2) PII, which will be handled by the parties in accordance with the "Privacy" provision above; or(3)information that is left or discarded in event rooms,public space or guest rooms. Insurance: Each party will maintain insurance sufficient to cover any claims or liabilities which may reasonably arise out of or relate to its obligations under this Agreement and will provide evidence of such insurance upon request. Indemnification:Each party will indemnify,defend and hold the other harmless from any loss,liability,costs or damages arising from actual or threatened claims resulting from its breach of this Agreement or the negligence, gross negligence or intentional misconduct of such party or its officers, directors, employees, agents, contractors, members, or participants, to the extent by North Carolina law. Neither party will be liable for punitive damages. Dispute Resolution: The parties will resolve any claim or dispute arising out of or relating to this Agreement through binding arbitration before one arbitrator conducted under the rules of the American Arbitration Association or JAMS in the state and city in which Hotel is located. The law of the state in which Hotel is located will be the governing law. The arbitration award will be enforceable in any state or federal court. In any arbitration or litigation arising out of or relating to this Agreement or the enforcement of any arbitration award, the prevailing party will recover attorneys' fees and costs including expert witness and arbitration fees and pre-and post-judgment interest. Each party will be responsible for attorneys'fees and interest associated with the other party's efforts to collect monies owed under this Agreement. Force Majeure: If acts of God or government authorities, natural disasters, or other emergencies beyond a party's reasonable control make it illegal or impossible for such party to perform its obligations under this Agreement,such party may terminate this Agreement upon written notice to the other party without liability. Notice: Any notice required or permitted by the terms of this Agreement must be in writing. Assignment: Customer may not assign or delegate its rights or duties under this Agreement without Hotel's prior approval. Severability: If any provision of this Agreement is held to be invalid or unenforceable that provision will be eliminated or limited to the minimum extent possible, and the remainder of the Agreement will have full force and effect. Waiver: If either party agrees to waive its right to enforce any term of this Agreement, it does not waive its right to enforce any other terms of this Agreement. This Agreement constitutes the entire agreement between the parties, supersedes all other written and oral agreements between the parties concerning its subject matter, and may not be amended except by a writing signed by Hotel and Customer. ACCEPTED AND AGREED TO: ORANGE COUNTY GOVERNMENT JV: SWAN USA, Inc./Shelbourne Capital LLC, as owner of (Name of Association/Company) Sheraton Chapel Hill Hotel ADS DS Page 3 of 4 Customer Initials Hotel initials