Technical Services Agreement Definition

No matter how careful a hotel or resort project is, there is always one aspect of the project that does not go as planned. Do you remember the old proverb about „the best shots of mice and men“? Given the certainty of this uncertainty, it is surprising to note how little attention is paid to the TSA negotiations in relation to the highly negotiated terms of the management agreement for the same project. The YOD WFOE technical service contract had the exclusive right to provide technical, marketing and management services, financial support and personnel support services, and EVs were required to make every cost-effective effort to enable and facilitate the delivery of services through YOD WFOE. 10.1 Injury defence. We will defend you at our expense or settle any claims, proceedings or actions of a third party („claim“) against you who claim that your use of the service violates or abuses patents, copyrights, trade secrets, trademark rights or other intellectual property rights. You must (a) inform us immediately in writing of the request; (b) grant us full and complete control over the defence and resolution of the claim; (c) defence and claim resolution assistance, as we can reasonably require; and (d) respect all transactions or court decisions in relation to the claim. Without our prior written consent, you will not defend or settle any claim under this paragraph 10.1. You may participate in the defence of the application at your own expense and with the assistance of a lawyer, subject to our sole control over the defence and settlement of the law, as provided above.10.2 Exemption of claims in the event of an infringement. We compensate you and your related companies and pay: (a) all damages, expenses and legal fees attributed to you and your related companies in all claims covered in point 10.1; (b) all costs per bag, including reasonable legal fees that were appropriately incurred in the defence of a claim in paragraph 10.1 above (with other funds and costs incurred without our consent, after accepting the defence of the claim and the costs they incurred in accordance with the last sentence of paragraph 10.1 above); and (c) all the amounts we have to pay to third parties to pay the fees covered in paragraph Exclusions of obligations. We are not required, under this section 10, to commit a violation or diversion of (a) use of the service in combination with other products or services; (b) all aspects of the service specifically configured for you to meet designs, requirements or specifications required or provided by Or on your behalf; (c) the use of the service by you, an authorized user or an approved third party outside the scope of the rights conferred by this Agreement; (d) that you, a licensed user or an approved third party, do not use the service in accordance with the instructions we provide; or (e) any service changes that have not been made or authorized in writing by Us.10.4 against appeals.