Meeting planners and hoteliers are eager to get back to work and they're both looking to mitigate their risks in doing so. Following are sample clauses, shared by planners, that address some of the new challenges faced by both sides:
New Clause: Sharing the Responsibility
The following sample clause, “Gathering Laws, Guidelines and Regulations,” was developed by Jordan Clark of Face2Face Meetings & Incentives and Jennafer Ross of JR Global Events, in collaboration with an industry attorney. It addresses the shared responsibility of both venue and planner to comply with all relevant local guidelines. (Remember, this is a sample clause; please seek legal advice in developing contract language for specific meetings.)
Hotel warrants it is currently, and is responsible for remaining, in compliance with all laws, regulations and suggested guidelines set forth by local, state and federal authorities with regard to social- and physical-distancing and/or sanitation minimum requirements. This includes, but is not limited to, seating capacities, room sets, food and beverage, personal protective–equipment protocols and any other sanitation-related standards that are recommended or required by the above authorities to keep hotel employees and guests safe and protected. Hotel will also assist Group to the best of its abilities in accommodating the personal choices of individuals whenever possible.
Should the Hotel fail to keep current with or be unable to comply with social- and physical-distancing and/or sanitation minimum requirements outlined above, the Group, at its sole discretion, shall have the right to cancel this agreement without liability to the Hotel. Hotel will notify Group in writing of Hotel’s inability to accommodate the group under the terms of this clause within five business days of Hotel’s determination of its inability to accommodate Group.
Hotel agrees to indemnify and hold harmless Group in the event that any legal action, claim, demand, suit or proceeding is filed against Group alleging that the facilities or services provided by Hotel failed to comply with laws, regulations and suggested guidelines set forth by local, state and federal authorities with regard to social- and physical-distancing and/or sanitation minimum requirements.
Massaging Force Majeure
Clark also worked with Ross to expand the force majeure clause. They added more challenges or causes for disruption, including shelter-in-place orders, recommendations by health organizations and legislative restrictions. They also specified that if force majeure applies, all deposits or prepayments are to be refunded to the group.
The following is a sample clause; seek legal advice to develop contract language for specific meetings.
The performance of this agreement by either party is subject to termination without liability upon the occurrence of any circumstance beyond the control of either party such as acts of God, acts of war or terrorism, acts of state or governmental authorities, strike, lockout, material or labor restrictions by any government authority, civil riot, fire, flood, governmental travel advisories, curtailment of transportation facilities, or other similar cause preventing or delaying at least 25 percent of the meeting attendees/guests from attending or another cause beyond the reasonable control of Hotel or Group, including without limitation pandemics or other similar emergencies related to communicable diseases if the WHO, CDC or other federal, state or local governmental agency has issued an advisory recommending against travel to or from Hotel, or recommending against gatherings in excess of Group’s planned/contracted attendees, to the extent that such circumstance makes it inadvisable, impracticable, impossible or illegal to hold the meeting or to provide the facility.
Upon such circumstance, Hotel and Group hereby waive any claim against the other for damages, cancellation penalties or fees, by reason of such termination, except that any deposit paid hereunder shall be refunded to the Group by Hotel. The ability to terminate this Agreement without liability pursuant to this paragraph is conditioned upon delivery of written notice to the other party setting forth the basis for such termination as soon as reasonably practical after learning of such basis.