ACCESS TO CONCEPTS, CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT IMPORTANT! THIS IS A BINDING LEGAL AGREEMENT (THIS "AGREEMENT"). PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS SITE. This Agreement governs your use of this Internet
site located at /foodconcepts.com (collectively, the âSiteâ) and is by and between Hilton Domestic Operating Company, LLC (referred to herein as âHiltonâ, âweâ, âusâ, or âourâ) and you, on behalf of yourself and the buyer, member or
supplier for which you have registered (âyouâ). By using, viewing, transmitting, caching, storing and/or otherwise utilizing the Site, the services or functions offered in or by the Site and/or the contents of the Site in any way, you have agreed
to each and all of the terms and conditions set forth below, the Hilton Site Usage Agreement and Global Privacy Statement, which are incorporated herein by reference, and waive any right to claim ambiguity or error in this Agreement. If you do
not agree to each and all of these terms and conditions, please do not use the Site and leave the Site immediately. We reserve the right, at our sole and absolute discretion, to change, modify, add, or remove portions of these terms at any time
without notice and, unless otherwise indicated, such changes will become effective immediately; therefore, please check these terms periodically for changes. Your continued use of the Site following the posting of changes to this Agreement will
mean you accept those changes.
PURPOSE AND CONFIDENTIAL INFORMATION:The terms herein govern the use and protection of Confidential Information that is disclosed on this Site by Hilton to you for the purpose of implementing the restaurant services, designs, concepts, construction, operations,
and merchandising for Hilton hotels (the âPurposeâ). All information on this Site and all information related to the Purpose, even if not marked as such, is proprietary and confidential to Hilton (the âConfidential Informationâ). Confidential Information
may be disclosed in written or other tangible form (including on magnetic media) or by visual or other means.
PURPOSE LIMITED TO CONCEPTUAL DESIGN: All concepts, designs, construction ideas, and graphic identity information contained in this Site are for informational purposes only and are not intended as a blueprint for actual construction. You expressly acknowledge
that in applying or adapting the design information herein, it is your responsibility to ensure conformance with local codes and ordinances, applicable laws, and food and beverage industry standards and regulations. You understand that it is your
responsibility to execute all operations at a particular location in the manner determined to best serve that particular locationâs needs, in accordance with all applicable laws. Your use of the design information herein must follow Hiltonâs prescribed
design review process.
USE OF CONFIDENTIAL INFORMATION: You may use Confidential Information only for the Purpose and only for the term of your authorized use of the Site. You will not otherwise use Confidential Information, directly or indirectly, for your own benefit or for
the benefit of a third party. You shall not print or make any copies of any Confidential Information or materials accessed through the Site without Hiltonâs prior express written permission. PROTECTION OF INFORMATION: You will protect Confidential
Information with a reasonable degree of care, which shall be not less than the same degree of care which you use to prevent the unauthorized use, dissemination or publication of your own most valuable confidential and proprietary information.
DISCLOSURE TO EMPLOYEES: You may not disclose Confidential Information to any third party without the prior written consent of Hilton; provided, however, that you may disclose Confidential Information only to your employees and representatives who: (a)
reasonably require access to the Confidential Information for the purposes contemplated in this Agreement; (b) are bound to protect the Confidential Information from unauthorized use and disclosure under the terms of a written agreement or applicable
company policy; and (c) have been apprised of this Agreement, and your obligation to maintain the trade secret status of the Confidential Information and to restrict its use solely for the benefit of Hilton.
TERM: These terms are effective until terminated by either party. You may terminate these terms at any time by discontinuing use of the Site and destroying all materials obtained from any and all such sites and all related documentation and all copies
and installations thereof, whether made under the terms of this Agreement or otherwise. Your access to the Site may be terminated immediately without notice from us if in our sole and absolute discretion you fail to comply with any term or provision
of this Agreement. Upon termination, you must cease use of the Site and destroy all materials obtained from such site and all copies thereof, whether made under the terms of this Agreement or otherwise. Notwithstanding such expiration or termination,
all of the restrictions hereunder on your use of Confidential Information shall survive.
OWNERSHIP OF INFORMATION: All Confidential Information disclosed under this Agreement is and will remain the property of Hilton. No licenses or rights under any patent, copyright, trademark, or trade secret are granted or are to be implied by this Agreement.
NO WARRANTY: THE CONTENT AND MATERIALS IN THE SITE ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND EITHER EXPRESS, IMPLIED OR STATUTORY.
INTELLECTUAL PROPERTY: Unless indicated otherwise, all names, logos, trademarks, service marks, trade dress and trade names (collectively, the âMarksâ) are proprietary to Hilton in the United States and other countries and may not be used by anyone for
any purpose without our prior express written consent. Hilton does not make any representations, warranties, or endorsements regarding the non-infringement, suitability, completeness, availability, or registrability of the Marks in any jurisdiction.
The parties agree to negotiate in good faith the use of any of the Marks for concepts developed pursuant to the Purpose.
COMPLIANCE WITH APPLICABLE LAWS: This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any principles of conflicts of law. You agree that any action at law or in equity arising
out of or relating to the terms of this Agreement shall be filed only in the United States District Court for the Eastern District of Virginia or, if there is no federal jurisdiction over the action, in the courts of the Commonwealth of Virginia
located in Fairfax County, Virginia. You hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. There are no understandings, agreements, or representations, express or implied, by or
between the parties relating to the subject matter of this Agreement that are not specified herein. This Agreement may not be amended, and no rights or obligations hereunder may be assigned, except by a writing signed by both parties.
BREACH OF AGREEMENT: In the event of a breach by you, or your directors, officers, employees or representatives of the provisions of this Agreement, Hilton will be entitled to seek an injunction restraining the breaching Party or person from disclosing,
or the unauthorized use of, in whole or in part, any Confidential Information. Nothing herein shall be construed as prohibiting any party from pursuing any other remedies available to it for such breach, including the recovery of damages.