1. Parties: Identifies the hotel owner and the hotel management company as the contracting parties
2. Background: Describes the hotel property, the owner's desire for professional management, and the manager's expertise
3. Definitions: Defines key terms used throughout the agreement including Property, Gross Revenue, Operating Expenses, Performance Tests
4. Appointment and Term: Sets out the appointment of the manager, exclusivity provisions, and initial term with renewal options
5. Manager's Rights and Responsibilities: Details the scope of manager's authority in operating the hotel, including staffing, marketing, and maintenance
6. Owner's Rights and Obligations: Specifies owner's obligations including funding, capital expenditures, and interference limitations
7. Staff and Employment Matters: Addresses employment structure, key personnel, and allocation of employment liabilities
8. Operating Standards: Establishes the brand standards, quality requirements, and operating procedures
9. Budgets and Business Plans: Details the process for preparing, approving, and implementing annual budgets and business plans
10. Fees and Payment Terms: Specifies base fees, incentive fees, expense reimbursement, and payment procedures
11. Financial Reporting: Sets out requirements for financial statements, operating reports, and audits
12. Insurance and Risk: Details required insurance coverage and allocation of risks
13. Intellectual Property: Addresses usage of brands, trademarks, and proprietary systems
14. Termination Rights: Lists circumstances allowing early termination by either party and consequences
15. Post-Termination: Outlines obligations and transition procedures after contract end
16. Liability and Indemnification: Sets out liability limitations and mutual indemnification obligations
17. Governing Law and Dispute Resolution: Specifies Dutch law application and dispute resolution procedures
18. General Provisions: Contains standard boilerplate clauses including notices, assignment, and amendments
