1.

Services.

a.

Authorized Searches.  Agency is authorized to refer candidates to Cruise Line (hereinafter referred to as an “Authorized Search”) for specified positions within Cruise Line’s organization (each, a “Target Position”) only if (i) Agency and a Cruise Line Human Resources employee have so agreed to in writing pursuant to a requisition delivered by Cruise Line (or other agreed method) (the date such requisition is delivered to Agency by Cruise Line, the “Authorized Search Start Date”); (ii) the candidate did not apply for the Target Position through Cruise Line’s applicant tracking system (i.e. without Agency’s involvement) prior to the Authorized Search Start Date; and (iii) Cruise Line does not have the Candidate’s résumé from a source other than the Agency prior to Agency’s referral.

b.

Candidates; Direct Hires. With respect to each Authorized Search, Agency will present candidates to Cruise Line for direct hire (each, a “Candidate”).  Cruise Line has the right to reject a Candidate referred by the Agency for any reason or no reason. Based upon Cruise Line’s independent review, Cruise Line may hire a Candidate in its sole discretion (each, a “Direct Hire”), as confirmed through a written Statement of Work signed by the parties and in the form attached to the Special Terms as Exhibit A.  Each Direct Hire will be an employee of Cruise Line as of the Direct Hire’s start date (hereinafter, the “Hire Date”) and will work under the sole management and direction of Cruise Line.

c.

Verification. The Agency is responsible for verifying a Candidate’s availability for employment, legal authorization to work in the United States, educational degrees, and past and present employment history, including compensation, titles, and responsibilities. The Agency shall check references for each Candidate referred to Cruise Line.  If a Direct Hire is subsequently terminated due to inaccuracy in any facts verified by the Agency, regardless of when such termination occurs, the Agency shall return the Placement Fee to Cruise Line. Cruise Line may terminate this Agreement if Agency does not comply with these verification guidelines

2.

Pre-submittal Requirements.  Before submitting any résumé and its accompanying materials, the Agency will pre-screen all prospective Candidates with at least one (1) in-person meeting.  At such meeting, the Agency will determine whether the Candidate is suitable for employment with Cruise Line and whether the Candidate’s background, expertise, and requirements/expectations are a good match for the available position.  If an in-person meeting is impossible due to a Candidate’s physical location, the Agency will conduct a thorough phone interview to determine the Candidate’s suitability for employment with Cruise Line.  The Agency will only submit the résumés of those Candidates that meet these pre-submittal requirements.  Cruise Line may terminate this Agreement if Agency does not comply with these pre-submittal requirements.

3.

Candidate Submissions. The Agency will provide Cruise Line with the following information concerning a Candidate.  Such information should be contained in the Candidate’s résumé, supplemented by the Agency as needed.

• Job title of the position for which the Candidate is being submitted for consideration
• Candidate’s full name (first, middle initial, and last)
• Candidate’s technical expertise
• Candidate’s educational background
• Candidate’s employment history (including current employer)
• Candidate’s current or latest salary, as permitted by law
• Candidate’s relocation requirements/expectations
• Agency summary of Candidate’s background and interview notes

When a Candidate submitted from the Agency has been identified for interest, the Candidate’s address and telephone number will be given to the Cruise Line recruiter.  Cruise Line will make all interview arrangements directly with the Candidate.

All résumés and accompanying materials shall be submitted to Cruise Line’s Corporate Human Resources through its applicant tracking system. A submission will not be considered complete unless all items are included.  Cruise Line accepts only résumés that are identified and designated to an open job requisition and does not accept “general interest” or “future interest” résumés.

4.

Additional Hire Information and Registration

If the same Candidate is submitted for more than one Authorized Search, the Candidate must be hired within ninety (90) days from the most recent Authorized Search Start Date.

5.

Termination. 

6.

Non-Solicitation; Off-Limits.  During the Term of this Agreement, and for a period of twelve (12) months thereafter, Agency will refrain from hiring or soliciting for employment with any third party any Cruise Line employee (a) who has materially participated with Agency in an Authorized Search or (b) who is an employee of Cruise Line within the department to which the Target Position belongs. The preceding sentence does not apply to candidates with whom Agency is already in active contact with less than twenty one (21) calendar days prior to the Authorized Search Start Date, not as a result of a breach of this Section.  Agency further agrees that Agency will not solicit any Direct Hire placed by Agency with Cruise Line for the duration of their employment with Cruise Line.  If the Agency breaches this Section, then, without prejudice to any rights and remedies available at law or in equity, Cruise Line may terminate this Agreement effective immediately upon written notice to Agency.  This Section does not prohibit the Agency from soliciting or hiring any person who responds to a general advertisement or solicitation not specifically directed at employees of Cruise Line.

7.

Equal Employment Opportunity.  Cruise Line is an Equal Opportunity Employer.  The Agency acknowledges that Cruise Line is committed to affirmative action and requires the Agency to actively recruit (not just place ads on the job boards), interview and submit Candidates from diverse backgrounds without regard to race, color, creed, citizenship status, religion, sex, sexual orientation, national origin, ancestry, age, disability, marital status, Vietnam-era or other veteran status.  The Agency shall comply with all applicable federal, state, and local laws which prohibit employment discrimination.

8.

Job Offers.  Job offers to a Candidate will be extended by Cruise Line directly to the Candidate.  The Agency shall not extend a job offer nor make any promises or representations to the Candidate unless specifically authorized by Cruise Line.

9.

Confidentiality, Discretion.

a.

All Confidential Information (as hereinafter defined) is the sole and exclusive property of the disclosing party (the “Disclosing Party”), and the receiving party (the “Receiving Party”) shall have no right, title, or interest therein or claim to any profits therefrom. Confidential Information shall be disseminated only to those employees of the Receiving Party on a need to know basis, and the Receiving Party shall hold all Confidential Information in trust and confidence for the Disclosing Party. The Receiving Party will not, during or at any time after termination of this Agreement, directly or indirectly, use for itself or another, or copy, sell, transfer, disclose or make available to any other person or entity, in any form or manner whatsoever, any Confidential Information except as such use or disclosure may be expressly permitted by the prior written consent of the Disclosing Party. The Receiving Party will also observe the same obligations with respect to trade secrets and other confidential information of third parties that are obtained by the Receiving Party as a result of the Disclosing Party’s business relationship with such third parties.        

b.

For purposes hereof, the term “Confidential Information” shall include all technical, commercial, and operations knowledge, data, and information relating to the Disclosing Party or to third parties with whom the Disclosing Party has a business relationship, including but not limited to: (i) all deliverables, (ii) information of a business nature, including without limitation information relating to cost, profits, losses, sales or customers; and (iii) any other confidential information to which the Receiving Party has had access during the Term of this Agreement. The obligations of confidentiality shall not apply to any information which (w) was previously known to the Receiving Party; (x) is or becomes publicly available through no fault of the Receiving Party; (y) is disclosed to the Receiving Party through a third party which has no obligation of confidentiality to the Disclosing Party; or (z) is independently developed by the Receiving Party outside the scope of this Agreement.

c.

The Receiving Party’s obligation of confidentiality shall survive this Agreement and shall be perpetual with respect to any Confidential Information that constitutes a “trade secret” as long as it continues to be a trade secret, and, with respect to all other Confidential Information, for a period of five (5) years from the date of termination of any and all agreements between Agency and Cruise Line, and thereafter shall terminate and be of no further force or effect.

d.

All such Confidential Information and trade secrets are and shall remain the exclusive property of the Disclosing Party and no license shall be granted or implied with respect to such Confidential Information by reason of the Receiving Party’s access to the same in connection with its performance of this Agreement.

e.

The Agency may only disclose to a Candidate such information about Cruise Line as is needed to conduct recruitment for the Target Position and will use its best efforts to ensure that the Candidates likewise treat the information as confidential.  This Section shall survive expiration or termination of this Agreement.

10.

Insurance. Agency shall obtain, maintain, and provide evidence of insurance upon request in amounts sufficient to provide coverage for any liabilities arising out of or resulting from the respective obligations pursuant to this Agreement. Such policies shall name Royal Caribbean Cruises Ltd., its subsidiaries, and affiliates as additional insured and shall contain a Waiver of Subrogation clause in favor of Royal Caribbean Cruises Ltd., its subsidiaries, and affiliates.

11.

Indemnification.  To the fullest extent permitted by law, Agency shall defend, indemnify, and hold harmless Cruise Line and its respective subsidiaries, affiliates, brands, and related companies, and its and their owners, officers, directors, employees, agents, representatives, contractors, subcontractors, successors, insurers, shareholders and permitted assigns harmless from and against any and all claims, losses, liabilities, damages, and expenses of any nature (including reasonable attorney’s fees) arising out of or in connection with: (a) Agency’s performance of, or failure to perform, any of its obligations hereunder, including without limitation Agency’s breach of any warranty given herein; (b) Agency’s failure to comply with applicable laws; (c) any injury to or death of any person or damage or destruction of any property arising out of or in connection with performance of its obligations under this Agreement; or (d) Agency’s negligent or wrongful acts or omissions. Agency shall defend all suits brought upon such claims and shall bear all costs and expenses incidental thereto (including attorney’s fees); but Cruise Line shall have the right, at its option, to participate at its own expense in the defense of any such suit without relieving Agency of any obligation hereunder.  This Section shall survive expiration or termination of this Agreement.

12.

Cooperating Agencies.  The Agency shall be permitted to work with cooperating agencies on Cruise Line job placements so long as such agencies have also executed an Agency Recruitment Agreement with Cruise Line.  In the event the Agency violates this Section, Cruise Line’s remedies shall include, but are not limited to, (a) recovery of the Placement Fees or other recruiting fees paid by Cruise Line to the Agency with respect to any placements the cooperating agency participated in and (b) termination of this Agreement.

13.

Relationship of Parties.  The Agency is an independent contractor with respect to performance of this Agreement and is not authorized to make any representations or commitments on behalf of Cruise Line, except such representations specifically authorized in writing in advance by Cruise Line or which are reasonably necessary to enable the Agency to perform the recruiting activities hereunder. Agency shall be solely responsible for all salaries, employee benefits, social security taxes, federal, and state unemployment insurance and any and all similar expenses or taxes relating to Agency or its employees, agents, or contractors. Neither Agency nor its employees, agents, or contractors shall be entitled to participate in, or to receive any benefits from Cruise Line’s employee benefit or welfare plans, specifically including but not limited to coverage under Cruise Line’s workers’ compensation program, 46 USC § 30104 et sec. (“Jones Act”) or maintenance and cure obligations. In the event that this independent contractor relationship is determined by tax authorities to constitute an employment relationship, Agency hereby waives, for the period prior to the date such determination becomes final, any and all claims to coverage under all Cruise Line retirement, profit-sharing, pension, health, dental, welfare, or similar type plans.

14.

Notices.  For a notice or other communication under this Agreement to be valid, it must be in writing and signed by the sending party, and the sending party must use one of the following methods of delivery: (1) personal delivery; (2) registered or certified mail, in each case return receipt requested and postage prepaid; or (3) nationally recognized overnight courier, with all fees prepaid, in each case, with an email copy; and such notice or communication must be addressed to the receiving party at the address listed in the Special Terms and/or the General Terms for the receiving party or to any other address designated by the receiving party in a notice in accordance with this Section.

A valid notice or other communication under this Agreement will be effective when received by the receiving party.  A notice or other communication will be deemed to have been received as follows:

a.

if it is delivered in person or sent by registered or certified mail or by nationally recognized overnight courier, upon receipt as indicated by the date on the signed receipt; and

b.

if the receiving party rejects or otherwise refuses to accept it, or if it cannot be delivered because of a change in address for which no notice was given, then upon that rejection, refusal, or inability to deliver.

15.

Representations; Warranties.  Agency, on behalf of itself, its employees, and contractors, represents and warrants to Cruise Line that:

a.

(i) this Agreement constitutes a valid, legal, and binding obligation, enforceable against it, in accordance with its terms; (ii) the execution, delivery, and performance of this Agreement will not constitute a violation of any law, rule, regulation, or court order applicable to it; (iii) it has no commitment, express or implied, with any other person, firm, or corporation that is in conflict with the terms, conditions, and understandings contained in this Agreement; and (iv) and it has or will obtain and maintain all government licenses, permits, and approvals that are necessary or advisable for the implementation of this Agreement;

b.

it has the necessary qualifications, skills, and experience, and maintains, and will maintain for the duration of the term of this Agreement, the necessary licenses, permits, and/or authorizations to undertake the services to be provided hereunder;

c.

the services to be provided hereunder shall be undertaken and performed in a professional manner consistent with the highest applicable industry standards. Agency shall establish, maintain, and utilize reasonable procedures to achieve and assure maximum accuracy in the reporting of Candidate information to Cruise Line, including, but not limited to, the re-verification of information that is disputed or reasonably suspected to be inaccurate or incomplete; 

d.

it is knowledgeable of, is in compliance with and shall remain in compliance with, for the duration of the Term of this Agreement, all applicable laws, rules and regulations governing or applying to the performance of its obligations hereunder;

e.

should Cruise Line request/obtain, and Agency prepare/transmit, a background report on a United States citizen (even if resident outside of the U.S.) or U.S. resident, it shall comply with all relevant U.S. laws, rules, and regulations, including, but not limited to, the Fair Credit Reporting Act, 15 U.S.C. section 1681, et. seq.; and

f.

it will establish and maintain reasonable physical, administrative, and technical controls and measures to protect Candidate data and other related information against unauthorized access and disclosure.

If Agency knows of, or reasonably suspects, non-compliance with any provisions of this Section on the part of it, its employees, agents, contractors, or any other individual(s) or entity(ies) providing services related to its obligations hereunder, Agency shall immediately notify Cruise Line. Notwithstanding the expiration or termination of this Agreement, Agency agrees to fully cooperate with Cruise Line in the investigation of any facts or circumstances surrounding any and all instances of noncompliance with this Section. Such cooperation shall include, but is not limited to, providing and permitting the inspection, copying, and retention of relevant records and documents and making available persons with knowledge of or having reason to know the facts and circumstances of the aforementioned.

Failure to comply with this Section by Agency or its employees, agents, contractors, or any other individual(s) or entity(ies) providing services related to its obligations hereunder, shall constitute a material breach of this Agreement, and Cruise Line may terminate this Agreement effective immediately upon written notice.

16.

No Assignment. Agency shall not assign, transfer, or delegate any of its rights and obligations, in whole or in part, without Cruise Line’s prior written consent.  Any purported assignment, transfer, or delegation in violation of this Section shall be null and void. 

17.

Subcontracting.  Agency shall not subcontract any part of its obligations under this Agreement without Cruise Line’s prior written consent, which may be withheld or delayed in Cruise Line’s sole and absolute discretion.  Agency shall nevertheless remain fully responsible for the performance of all such obligations as if personally undertaken by Agency.

18.

Governing Law; Jurisdiction.  This Agreement will be governed by and construed in accordance with the laws of the State of Florida, without regard to conflicts of laws provisions.  The parties hereby irrevocably submit to the exclusive jurisdiction of the state and federal courts located in Miami-Dade County, Florida or a U.S. District Court having jurisdiction over Miami-Dade County, Florida.  The parties hereby waive any objection based on forum nonconveniens.

19.

Severability; Rights Cumulative; Survivability; Third Party Beneficiaries.

a.

If any provision of this Agreement is held invalid or unenforceable, then such provision shall be modified automatically to the extent necessary to make such provision fully legal, valid, or enforceable.

b.

The rights and remedies provided by this Agreement are cumulative, and the exercise of any right or remedy by either party hereto (or by its successors), whether pursuant to this Agreement, to any other agreement, or to law, shall not preclude or waive its right to exercise any or all other rights and remedies.

c.

All covenants, indemnities, guarantees, representations and warranties, obligations of confidentiality, and limitations of liability contained in this Agreement, which, by their terms, require performance by the parties after the expiration or termination of this Agreement, shall be enforceable notwithstanding the expiration or termination of this Agreement for any reason whatsoever.

d.

This Agreement is made solely and specifically among and for the benefit of the parties hereto, and their respective successors and assigns subject to the express provisions hereof relating to successors and assigns. No other person shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.

20.

Modification; Waiver.  Except for any modifications to Section 26, no amendment of this Agreement will be effective unless it is in writing and signed by the parties.  No waiver of satisfaction of a condition or nonperformance of an obligation under this Agreement will be effective unless it is in writing and signed by the party granting the waiver, and no such waiver will constitute a waiver of satisfaction of any other condition or nonperformance of any other obligation.

21.

Entire Agreement.  This Agreement constitutes the entire agreement of the parties relating to the subject matter of this Agreement and supersedes all other oral or written agreements relating thereto.

22.

Conflicts of Interest. If Cruise Line discovers or is otherwise made aware of, at its sole discretion, that a conflict of interest exists between Cruise Line and Agency or a Candidate (as determined by Cruise Line), Cruise Line reserves the right to (i) require that Cruise Line and Agency enter into an amendment to this Agreement in accordance with Section 20 to address and remedy such conflict of interest and/or (ii) terminate this Agreement in accordance with Section 5, effective immediately, by providing Agency written notice. Notwithstanding the aforementioned, Agency shall reasonably identify and promptly notify Cruise Line in writing of any potential conflict of interest, existing now or arising in the future, that it has knowledge of, discovers, or is otherwise made aware of, between Cruise Line and Agency or a Candidate.

23.

Waiver of Liens. Agency confirms that its entry into this Agreement is based solely upon the credit of Cruise Line and not based upon the credit on any of the vessels or other property owned or operated by Cruise Line or its subsidiaries, affiliates, and/or brands. Agency expressly waives any right to any lien (maritime or otherwise), and agrees that it, its parent(s), subsidiaries, affiliates, and related companies, and the owners, officers, directors, employees, agents, and subcontractors thereof, shall neither assert, prosecute, or execute a lien on, initiate or pursue any actions in rem against, or otherwise encumber or take action that may affect title to (collectively, “encumbrance”), any vessel or other property owned or operated by Cruise Line, its subsidiaries, affiliates, or related companies any matter arising from, related to, or in connection with this Agreement, including under the Jones Act, and expressly waives any lien it might otherwise have had on any such vessel or other property. Agency agrees to defend, indemnify, and hold the Cruise Line, its respective subsidiaries, affiliates, brands, and related companies, and its and their owners, officers, directors, employees, agents, representatives, contractors, subcontractors, successors, insurers, shareholders and permitted assigns, harmless from, and immediately (i) remove any lien or encumbrance, (ii) remedy any lien or encumbrance, or (iii) secure the release of any vessel or property from arrest, attachment, or seizure that may arise in conjunction with any such liens waived or prohibited by this Section. Agency agrees to obtain the same waiver of lien and express waiver of reliance on the credit of any vessel set forth herein from any subcontractor used by Agency in connection with this Agreement.

24.

Ownership of Materials.

a.

Ownership of Cruise Line Information. Agency agrees that any and all data and information provided by Cruise Line are owned exclusively by Cruise Line.

b.

Assignment of Copyrights and Patents. Any and all discoveries and/or inventions (which shall include improvements and modifications) relating to work performed by Agency, or relating to matters disclosed to Agency in connection with work to be performed, or suggested by such matters, whether or not patentable, which discoveries and/or inventions are made or conceived by Agency, solely or jointly with others, during the term of any assignment (regardless of whether conceived or developed during working hours) or during a period of one (1) year thereafter (the “Works”), shall be the property of Cruise Line as “work made for hire” to the extent provided by sections 101 and 201(b) of the Copyright Act, 17 U.S.C. 101 et seq., and such discoveries and/or inventions shall be promptly disclosed to Cruise Line. Cruise Line shall have the right to file and prosecute, at its own expense, all patent applications, whether U.S. or foreign, on said discoveries and/or inventions. Agency shall, during any assignment with Cruise Line or any time thereafter, provide to Cruise Line all documents, information, and assistance requested for the filing or prosecution of any such patent application, for the preparation, prosecution, or defense of any legal action or application pertaining to such discoveries and/or inventions and for the assignment or conveyance to Cruise Line of all right, title, and interest in and to such discoveries and/or inventions, patent applications, and letters patent issuing thereon.

c.

Licensed Materials. If any of the Works contain materials previously developed or copyrighted and not originated or developed under this Agreement, Agency (or the owner of such rights) shall retain all rights to these materials; provided, however, that Agency (or the owner of such rights) agrees to grant and does hereby grant to Cruise Line a nonexclusive, world-wide, perpetual, royalty-free license to use and copy such materials, including the right to grant sublicenses and transfer the license(s) in the event of merger or buy-out.

This Section shall survive expiration or termination of this Agreement.

25.

Publicity; Limitation of Liability.

a.

Approval of Publicity and Advertising. Neither party shall directly or indirectly issue or permit the issuance of any press release, other publicity, or advertisement, use the other party’s name or trademark, grant any interview, make any public statements or otherwise publicize or advertise any matter concerning or related to the other party or this Agreement, including the terms hereof and the Services hereunder, without the prior written consent of the other party, which consent shall not be unreasonably withheld.

b.

Limitation of Liability. EXCEPT AS PROVIDED BELOW, IN NO EVENT SHALL CRUISE LINE HAVE ANY LIABILITY TO AGENCY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING BUT NOT LIMITED TO SUCH DAMAGES ARISING FROM BREACH OF CONTRACT OR WARRANTY OR FROM NEGLIGENCE OR STRICT LIABILITY), EVEN IF CRUISE LINE HAS BEEN ADVISED OF (OR KNOWS OR SHOULD KNOW OF) THE POSSIBILITY OF SUCH DAMAGES.

26.

The following Sections may be unilaterally updated from time to time by Cruise Line without notification to Agency:

a.

Notices to Cruise Line:

Royal Caribbean Cruises Ltd.
1050 Caribbean Way, Miami, FL 33132
Attn: VP, Global Employee Acquisition
With a Copy to: General Counsel, [email protected]

b.

Anti-Bribery. Agency represents, warrants, and agrees that it: (i) will comply with all anti-corruption laws applicable to its business operations; (ii) has not and will not offer, promise, give or authorize the payment of anything of value (e.g. cash or cash equivalents, gifts, travel and entertainment, stock, offers of employment, etc.), directly or indirectly, to any Government Official with the intention of inducing him or her to engage in improper or unlawful conduct or to secure an improper business advantage; (iii) has not and will not make facilitation payments or “grease payments” to Government Officials or others in a position of authority to expedite routine non-discretionary government or lawful actions (e.g. processing permits, visas and licenses, scheduling inspections, clearing customs, etc.); and (iv) has not and will not offer, promise, give, request, receive or accept anything of value, directly or indirectly, to or from any person for the purpose of influencing, inducing or rewarding the improper performance of an act or decision. For purposes of this clause, the term “Government Official” means any (i) officer or employee of government, department, agency, or instrumentality of a government (government-controlled enterprise); (ii) officer or employee of a public international organization; (iii) political party or party official; (iv) Candidate for political office; or (v) other person acting in an official capacity.

c.

Fair Labor Practices. Cruise Line is committed to ensuring that its workers and employees and those of its contractors and suppliers be treated with dignity and respect, and in accordance with fundamental fair labor principles as recognized by the International Labor Organization core conventions on Labor Rights.   Accordingly, Agency agrees that it: (i) shall not use forced labor, whether in the form of prison labor, indentured labor, bonded labor or otherwise; (ii) shall not use any child labor; (iii) should treat its employees with respect and dignity and shall not subject them to any physical, sexual, psychological or verbal harassment or abuse; (iv) shall not discriminate in respect of employment and occupation and shall be committed to attracting and developing a diverse, motivated and dedicated workforce without regard to race, color, age, religion, gender, sexual orientation and disability; (v) shall provide its employees safe and healthy working environment with opportunities to express their opinions without fear of retaliation;  (vi) shall recognize and respect the right of its employees to freedom of association and collective bargaining; (vii) shall guarantee that its employees receive fair compensation and benefits in accordance with applicable law and/or union negotiated agreements; and, (viii) shall not require its employees to work more than legally permitted limits.

d.

Trade and Economic Sanctions. Agency represents, warrants, and agrees that neither it, nor any person that it engages to provide services hereunder for or on behalf of Cruise Line, will present business to Cruise Line, procure goods or services, or otherwise engage in transactions for or on Cruise Line’s behalf that (i) involve Persons, property, countries, or dealings targeted by Economic Sanctions; or (ii) cause Cruise Line to be in violation of Economic Sanctions. For purposes of this provision, “Economic Sanctions” means (i) prohibitions and asset-blocking requirements implemented pursuant to the U.S. Trading with the Enemy Act, the U.S. International Emergency Economic Powers Act, and related executive orders and regulations, including prohibitions against commercial and financial transactions with Cuba, Iran, North Korea, Syria, the Crimea, Donetsk and Luhansk regions, the Government of Venezuela, and with Persons and property named on the U.S. Department of the Treasury’s Office of Foreign Assets Control List of Specially Designated Nationals and Blocked Persons; and (ii) prohibitions and asset-blocking requirements authorized under regulations or measures implemented by His Majesty’s Treasury, the European Union and its Member States.  For purposes of this section, “Person” means an individual, group, organization, entity, or similar. The aforementioned prohibition includes, without limitation, procuring goods or services for or on behalf of Cruise Line that originate in a country, and/or from a Person, targeted by Economic Sanctions.

e.

Data Privacy.

i.

Agency undertakes that it will comply with all requirements of the Data Protection Legislation applicable to it and that its staff, affiliates and subcontractors will do likewise. This clause is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation. Cruise Line shall at all times be the owner of any personal data shared, by Cruise Line with the Agency and the Agency may only process such personal data for the purpose(s) set forth in the Agreement.

ii.

Agency shall at all times ensure that appropriate technical and organisational measures are utilized and maintained to ensure the safety and security of personal data which it, its staff and subcontractors process pursuant to this Agreement.

iii.

If the Agency fails to adhere to the requirements in this Section, the Agency shall defend, indemnify, and hold Cruise Line harmless from and against any Losses (as defined herein) that Cruise Line and/or members of its group may incur arising out of or related to Agency failure to adhere with these conditions. The term “Losses” means any fines, penalties, charges, costs, expenses, compensation, damages, and fees (including attorneys’ fees). Cruise Line reserves the right as a condition of this Agreement to require Agency to enter into a separate data processing agreement on terms that may include special provisions relating to the treatment of personal data.

iv.

The terms “controller”, “processor”, “data subject”, “personal data”, “processing” and “appropriate technical and organisational measures” shall be interpreted in accordance with the GDPR (defined below).

v.

“Data Protection Legislation” means, in each case to the extent applicable to activities undertaken in connection with this Agreement: (i) Regulation (EU) 2016/679; and (ii) UK GDPR (the “GDPR”), Directive 2002/58/EC, the California Consumer Privacy Act (the “CCPA”) and any other legislation and/or regulation implementing or made pursuant to them, or which amends, replaces, re-enacts or consolidates any of them, and all other applicable laws relating to processing of personal data, data protection and privacy that may exist in any relevant jurisdiction, including, where applicable, the guidance and codes of practice issued by supervisory authorities.