GROUND HANDLING AGREEMENT 

GENERAL TERMS AND CONDITIONS 

Reference is made to the Special Terms between Contractor and Cruise Line. For purposes of the Agreement, Cruise Line and Contractor may collectively be referred to as the “parties” and individually as a “party.” The Parties agree that in the event of a conflict between the Special Terms and these General Terms, the Special Terms shall prevail. 

1. Services  

1. Contractor shall provide the basic services set forth below (collectively, the “Basic Services”) for the Basic Services Fee set forth in the Special Terms.  As defined herein, “arrange” is defined as, but not limited to, provide, obtain, handle, coordinate, inform, advise, submit, supply, support, sustain, order, prepare, adapt, accommodate, perform, aid, assist, avail, furnish, help, give, and oblige, from beginning to end.  Basic Services provided may vary from port to port, call to call, or otherwise.   

2. As new Port Cities are added to or removed from this Agreement from time to time, the Special Terms will be amended or supplemented to include the rates for the Basic Services agreed upon by the parties for such Port Cities. 

3. Contractor and Cruise Line agree that the rates for the Basic Services Fee are effective throughout the Term of this Agreement, including any extensions. 

4. The Basic Services Fee shall be invoiced and paid U.S. Dollars or in the currency specified in the Special Terms and may not be adjusted during the Term (or any subsequent renewals) of this Agreement unless the parties agree to do so in writing.  The Basic Services Fee is a flat fee that includes compensation for all of the Basic Services identified in this Agreement and includes any and all applicable taxes.   

1.1 Basic Services:
1.1.b1	Meet and Greet Arriving Guests on Day of Cruise	Contractor agrees to provide meet and greet services for arriving Cruise Line guests on Cruise Line’s ship arrival dates at the airports listed on Exhibit C. Meet and greet services shall include:  Meeting guests at baggage claim or outside of the customs area, as applicable; Assisting guests in locating baggage and reaching the motor-coaches for travel to each port facility being utilized by Cruise Line in the Port City (the “Port Facilities”); Baggage handling from the curb at the baggage claim area at the Airport(s) to the motor-coaches (if applicable); Selling transfer vouchers (airport to pier) to cruise guests who request the service, where permissible; Communicating with local airport authorities as necessary regarding issues that impact the guests’ airport transfer service; Box lunch for guest on motor-coaches (if applicable)   Contractor shall also provide the following medical screening services to guests at the airports if applicable: Collect and review health questionnaires provided by each guest and crew member prior to boarding and ensure that all answers are satisfactory per Cruise Line’s protocols and procedures prior to anyone boarding the vessel. Facilitate secondary medical screening as required by Cruise Line’s protocols and procedures for guests and crew if triggered by a temperature reading, response to the health questionnaire, or other trigger.
1.1.b2	Meet and Greet Arriving Guests Prior to Cruise Sail Date (as may be requested by Cruise Line)	For Cruise Line guests that are overnight in the Port City prior to sailing, Contractor shall provide the following services in addition to the services described in Section 1.1.b1 above as may be requested by Cruise Line:  The motor-coaches shall also stop at hotels to be designated by Cruise Line. If applicable, one hotel representative will be provided at each such hotel for pre-cruise overnight guests for a four-hour period (or as otherwise specified by Cruise Line) on the day of sailing in order to assist guests, provided,  If requested, it is agreed to supply a staff person the day prior and the day of.  Both parties will mutually agree the status of invoicing for this service
1.1.b3	Port Facility Services	Contractor agrees to provide staff at the Port Facilities to direct guests in all aspects of the embarkation and debarkation process.  This includes:  Directing guests from their mode of transport to the terminal facilities;  Providing directional and informational support; Check-in of Cruise Line guests utilizing Cruise Line’s Computer or Manual Systems; Collecting metrics data; Pier collections; Manifest balancing; Resolution of customer service issues, except denied boardings.  It is agreed that ship personnel will handle. Communicating with other port functions (i.e. Port Management, Contractor, Port Security, Stevedore Vendor, Customs and Immigration, etc.) to ensure the best guests’ experience via the port agent; Lost luggage reporting; Significant events reporting; and Other tasks that are relevant for the operation or as may be requested by Cruise Line.  Any stateroom upgrades executed by Contractor at check-in must be conducted in accordance with the pricing and procedures provided by Cruise Line’s Revenue Management department.  Contractor shall be financially responsible for any failures to (i) abide by the collection of the amounts reflected in balance due report or (ii) follow  pricing and procedures for stateroom upgrades provided by Cruise Line.  Contractor shall also provide the following medical screening services to guests and crew if applicable: Collect and review health questionnaires provided by each guest, visitor, and crew member prior to boarding and ensure that all answers are satisfactory per Cruise Line’s protocols and procedures prior to anyone boarding the vessel; and Facilitate secondary medical screening as required by Cruise Line’s protocols and procedures for guests and crew if triggered by a temperature reading, response to the health questionnaire, or other trigger.
1.1.b4	Meet and Greet Departing Guests From Port to Airport	Contractor agrees to provide meet and greet services for Cruise Line guests at the end of a cruise on Cruise Line’s ship return dates at the Port Facilities.  Meet and greet services shall include:  Meeting guests at the appropriate areas at the Port Facilities; Directing guests in locating their luggage; Directing guests in reaching the transportation vehicles or travel to the appropriate Airport; Baggage handling from the curb at the baggage claim area at the Port Facilities to the motor-coaches, if applicable
1.1.b5	Meet and Greet Departing Guests From Port to Hotel	For Cruise Line guests that overnight in the Port City after sailing, Contractor shall provide the following services in addition to the applicable services described in Section 1.1.b1 above as may be requested by Cruise Line: Transportation will be booked from the pier to the hotels and to the airport on the post day or days as required
1.1.b6	Special Requirement Obligations	As mutually agreed upon in writing.
1.1.b7	Lost and Leftover Luggage Handling	Contractor shall provide such assistance with lost/leftover guest luggage as may be specified in the Ground Handler Manual (the “Manual”) for Cruise Line.    If there is a delay by Contractor occurring as a result of Contractor’s action or inaction (not covered by the preceding paragraph or any act of force majeure as described below) in the delivery of guests or baggage to the vessel that causes any guests or baggage to miss their sailing, then Contractor shall be liable for all expenses incurred by such delay, including transportation expenses and onboard guest compensation (as outlined below in SQM policy, subject to change) incurred to have such guests (or delivery expenses, in the case of baggage) join the cruise at the next port of call.  Guest Categories and Allowances  a)        Air/Sea Guests:  · $ 50.00 per person – for loss of casual clothes / toiletries  · $100.00 per person – for loss of formal wear  · $150.00 per person – for loss of all luggage  No allowance will be made for loss of items such as: Cameras, Scuba Equipment, Golf Clubs or Coolers, etc.  b)       Cruise Only Guests  No allowances.  (Only complimentary services.)  If the Chief Purser determines that Royal Caribbean could be held liable for a Cruise Only Guest’s Lost        Luggage, then Allowances should be provided.  · $  50.00 per person – for loss of casual clothes/toiletries  · $100.00 per person for loss of formal wear  · $150.00 per person for loss of all luggage  No allowances will be made for loss of items such as: Cameras, Scuba equipment, golf clubs or coolers, etc.  Each situation involving Lost Luggage must be judged on its own circumstances.  However, the Hotel Director shall approve any allowance exceeding the above guidelines.    If there is a delay by Contractor occurring as a result of Contractor’s action or inaction (not covered by the preceding paragraph or any act of force majeure as described below) in the delivery of guests to the Airport which causes the guest to miss their flight, then Contractor shall be liable for all reasonable transportation related expenses incurred by such delay.  In the event of any delay, whether the fault of Contractor or not, Contractor shall use its best efforts to assist guests in making arrangements to make it to the ship or Airport, as applicable.
1.1.b8	Reporting Requirements	No later than twenty-four (24) hours following each vessel turnaround day in which Contractor has provided Services hereunder (“Turnaround Day”), Contractor will provide a report to Cruise Line in the form set forth in the Manual, summarizing the events of such Turnaround Day, indicating any issues that may have arisen, and highlighting any matters that require Cruise Line’s attention
1.1.b9	Staffing Levels and Requirements	Contractor will provide in its service the number of personnel determined by Cruise Line as stated in the Operations Plan, which will be provided to Contractor at least sixty (60) days prior to the first call.  The Contractor must be able to accommodate the maximum level of employees as communicated by Cruise Line via the Operations Plan.  From time to time, Cruise Line may request additional staffing in addition to the Operations Plan for situational needs.  Cruise Line and Contractor will mutually agree on situational staffing needs for each circumstance as necessary.  The Contractor may not make any changes to the weekly-determined schedule without the prior written consent of Cruise Line.  Cruise Line will only be billed by Contractor for staff actually provided and hours actually worked.   All such personnel shall be fully conversant in English and the core language of the applicable Port City, shall be sufficiently trained in their duties, shall be fully trained in the use of any specialized equipment at the Port Facilities, and shall otherwise be fully qualified to perform Contractor’s obligations hereunder in a professional, courteous and efficient manner in accordance with the highest industry standards. Cruise Line will provide training to Contractor’s training staff.  The Contractor’s training staff will perform the training of the Contractor’s staff that will assist in providing the Services hereunder.  The number of training hours paid by Cruise Line and the Contractor will be mutually agreed upon prior to the start of each cruise season.
1.1.b10	Contractor’s Obligations	Contractor agrees to abide by the policies and procedures set forth in the GPS Ground Handler Manual (the “Manual”).  The Manual may be amended by Cruise Line from time to time its sole discretion.    Contractor and its personnel shall be obligated to comply with Cruise Line’s policies and procedures for ground handling services (including but not limited to any environmental policies), as set forth herein and in the Manual.  These policies may be changed from time to time at Cruise Line’s sole discretion.  Contractor at all times has the right and obligation to control all of the personnel engaged by Contractor to perform its obligations hereunder, and the personnel are solely the employees of Contractor.  Contractor is solely responsible for the payment of all wages, overtime and vacation pay, benefits and repatriation expenses for each of its personnel.
1.1.b11	Health and Documentation Requirements	The contractor is expected to collect all required documentation to satisfy the governmental authorities in each particular country following local regulations.   In addition, the contractor will ensure all employees have access to the company handbook and/or respective local policies, which usually shall include Drug & Alcohol Abuse best practices.
1.1.b12	Removal of Personnel	Cruise Line may, when it determines it necessary in its sole discretion, mutually agree with Contractor to replace one of its employees at any time with good cause.
1.1.b13	Grooming	Contractor’s personnel shall at all times keep themselves neatly groomed and suitably attired. Provided Contractor has been provided with reasonable notice thereof, Contractor’s personnel shall also groom and attire themselves in compliance with the written standards promulgated by Cruise Line in the Manual.  Notice provided under this Section need not comply with the notice requirements set forth in Section 11.7 of the attached Standard Terms and Conditions on Exhibit B.
1.1.b14	Delays and Changes	Contractor shall not be liable for delays resulting from a change in airplane schedules due to flight cancellations, flight delays or other occurrences beyond the control of Contractor; provided, however, that Contractor shall use commercially reasonable efforts to provide assistance and support as may be reasonably requested by Cruise Line to guests affected by such delay.  Contractor shall not be liable to Cruise Line for delays resulting in transporting guests due to causes beyond the control of Contractor including road construction or other events causing traffic delays, border crossing delays or adverse weather.  If there is a delay by Contractor (not covered by the preceding Section) in the delivery of guests or baggage to the vessel resulting predominantly from the negligence or willful misconduct of Contractor that causes any guests or baggage to miss their sailing, then Contractor shall be liable for all actual, documented expenses incurred by such delay, including but not limited to transportation expenses incurred to have such guests (or delivery expenses, in the case of baggage) join the cruise at the next port of call.  If there is a delay by Contractor in the delivery of guests to the Airport resulting predominantly from the negligence or willful misconduct of Contractor, which causes the guest to miss their flight, then Contractor shall be liable for all expenses incurred by such delay.  In the event of any delay, whether the fault of Contractor or not, Contractor shall use commercially reasonable efforts to assist guests in making arrangements to make it to the ship or airport, as applicable. In the event of any delay, whether the fault of Contractor or not, Contractor shall use commercially reasonable efforts to assist guests in making arrangements to make it to the ship or Airport, as applicable.
1.1.b15	Hours of Operation	Contractor will be open for business during the times agreed upon between the parties in writing from time to time, consistent with the hours permitted by customs authorities.  Emergency contact information for after-hours contact with designated Contractor personnel must be provided to Cruise Line.
1.1.b16	Manuals	Contractor agrees to abide by the policies and procedures set forth in the Manual as they may be amended by Cruise Line from time to time in its sole discretion.
1.1.b17	Brand Quality Review	In the event of failed Audits (2 or greater) due to the failure of Contractor or its agent to adequately and correctly identify and check in a passenger in accordance with Cruise Line mandated check in guidelines, Contractor agrees to invoice Cruise Line for the call with a five percent (5%) reduction on the pier staffing charges for that turn day (in addition to the rebate provided in Section 1.1.b7 if applicable).  Cruise Line shall provide Contractor with notice of the failed Audit within five (5) business days of its receipt of the Audit results.
1.1.b18	Cruise Line Obligation/ Airline Information	Cruise Line shall make reasonable efforts to provide Contractor via e-mail with preliminary information on flight arrivals and departures for Cruise Line guests arriving in the Port Cities so that the Contractor receives such information at least ten (10) days in advance of each ship arrival date and shall include therewith any special medical, physical or other requirements.  Final transfer manifests will be provided by Cruise Line to Contractor at least three (3) days prior to each ship arrival date.  If to Cruise Line’s knowledge any additional guests will require special boarding assistance, Cruise Line shall use reasonable efforts to provide Contractor notice of such requirements via e-mail.  The Contractor will use reasonable efforts to accommodate requests made by Cruise Line within ten (10) days prior to each ship arrival date.
1.1.b19	Transportation and Hotel Services	In the event that Contractor is contracted directly by a charterer or group on a Cruise Line cruise for transportation or hotel services, Contractor agrees to pay Cruise Line a commission equal to ten percent (10%) of the total amount of the services provided for ground services and three percent (3%) on hotel room nights.
1.1.b20	Training of Staff	Cruise Line will provide training to Contractor’s training staff.  The Contractor’s training staff will perform the training of the Contractor’s staff that will assist in providing the Services hereunder.  Contractor will provide a facility appropriate for such training as well as such audio-visual equipment that Cruise Line may request.  All costs of such training (including rental fees for the facility and equipment) shall be borne by Contractor, but Cruise Line shall pay for Contractor’s personnel time spent in training at a rate not to exceed 75% of each such employee’s hourly rate. Contractor shall have all of its employees and subcontractors undergo Cruise Line’s Training Program regarding protocols and procedures related to public health and safety as may be updated, revised, amended, or otherwise changed from time to time by Cruise Line in its sole discretion (“Cruise Line’s Public Health Protocols”) within thirty (30) days of execution of this Agreement, or other timeline agreed upon by the parties, and prior to providing services under this Agreement.  Contractor shall also undergo Cruise Line’s Training Program annually or on the schedule provided by Cruise Line if more frequent.
1.1.b21	Medical Screening	Contractor shall have and enforce a policy whereby any employee, subcontractor, or vendor experiencing any SARS-CoV-2/COVID-19 symptoms must not come to the Port or, if already at the Port, must leave immediately and notify Contractor, who must immediately notify Cruise Line.
1.1.b22	COVID-19 Preventative Measures	Where applicable, Contractor will comply with Cruise Line’s Public Health Protocols as they may be updated from time to time and shall ensure that its employees and subcontractors comply with Cruise Line’s Public Health Protocols.     In providing all Services under this Agreement, Contractor shall enforce social distancing protocols and procedures as required by governmental authorities and/or Cruise Line’s Public Health Protocols, if applicable.    Where applicable, Contractor shall also implement sanitization measures as required by Cruise Line at the time, which may vary from time to time, as instructed by Cruise Line, depending on the public health circumstances.

2. Ownership of Intellectual Property 

Each party acknowledges and agrees that any element and intellectual property rights pertaining thereto (including without limitation all commercial names, trade names, copyrights, logos, patents, trademarks, service marks and trade secrets) with regards to the other party (including without limitation its policies and operating procedures, and confidential Information), received or acceded are the exclusive property of such party. 

Each party acknowledges and agrees that, except hereby stated, they shall not acquire any right or interest in the information or data acceded and that the acceding party shall remain the sole owner of the information or data.  Neither party may use, copy, modify, alter, publish, broadcast, distribute, sell or transfer any material belonging to the other party, whether in whole or in part without the other party’s prior written permission.  

In the event that there is any misuse of any intellectual property owned by a party without the other party’s consent or license, such party reserves its right to take any legal action pursuant the protection of its legitimate interest. 

2. Most Favored Rates 

In no event will Cruise Line pay a greater amount for any Services rendered to Cruise Line by Contractor in a particular Port City than that charged by Contractor for similar services rendered to any other cruise line generating a similar amount of volume in said Port City to Contractor.  Adjustments in the Basic Services Fee and Other Service Charges and other Cruise Line payments necessitated by this provision shall be coordinated and implemented as reasonably requested by Cruise Line. 

3. Scope of Authority; Responsibility 

Contractor shall be authorized to provide the required Services listed in Section 1.1 above and those listed in the Rates Exhibit in the Special Terms of the Agreement and use its discretion while acting in the best interests of Cruise Line.  Contractor’s scope of authority is limited to providing the Services expressly set forth in this Agreement, and representing Cruise Line only in matters that protect the interests of Cruise Line, its vessels, guests, and crew at all times with other local authorities and other service providers.  Contractor shall at all times act within the scope of its authority provided in this Agreement.  Contractor shall indemnify Cruise Line for any loss of or damage to such items while such items are under Contractor’s control resulting from Contractor’s negligence or fault.  

4. Staffing Levels and Requirements; Contractor Personnel 

Contractor will provide (and will cause each service provider under a Service Contract to provide) sufficient and qualified personnel to perform the Services in accordance with the terms and conditions of this Agreement.  All such personnel shall be fully conversant in English and the core language of the applicable Port City and shall be sufficiently trained in their duties and shall otherwise be fully qualified to perform Contractor’s obligations hereunder in a professional, courteous, and efficient manner in accordance with Cruise Line expectations and standards.  Should an agent not meet these specification, Contractor may be required to replace said agent with another meeting the qualifications set herein. 

Contractor at all times has the right and obligation to control all of the personnel engaged by Contractor to perform its obligations hereunder, and the personnel are solely the employees of Contractor.  Contractor is solely responsible for the payment of all wages, overtime and vacation pay, benefits and repatriation expenses for each of its personnel.   

It shall be Contractor’s sole responsibility to assure that its personnel and the personnel of anyone at the port operating by, through or under Contractor (including its subcontractors) have all permits required by any governmental authority in order to provide the Services. 

5. Financial Responsibilities 

Contractor shall be required to facilitate all payments required by the Cruise Line or its vessels with respect to: 

1. Payment in full regarding all port services in the time frame set by the applicable port and local authorities and other port service providers. 

2. Payment for other services requested by the vessel NOT related to medical and transportation services for the guests, officers, and crew (for example fines, emergency repairs or provisions). 

Contractor shall obtain the least cost provider of services when bidding out services between two or more providers that offer the same level of service. 

6. Hours of Operation 

Contractor will be open for business during ship calls and at all other times agreed upon between the parties in writing from time to time, consistent with the hours permitted by local authorities.  Contractor will provide 24 hours emergency attendance 365 days per year and contact information for after-hours contact with designated Contractor personnel must be provided to Cruise Line. 

7. Contractor Financial Interest in Service Providers 

Contractor shall be held responsible to declare upon request by Cruise Line any ownership interests in service providers that provide services to any Cruise Line vessels. 

8. Subcontracts for Additional Services or Franchising of Services 

If Contractor intends to enter into a contract or agreement with other providers of port services for any of the Other Services (a “Service Contract” or “Service Contracts”), the following provisions shall apply: 

1. Contractor shall not engage any service provider without the prior written approval of Cruise Line, and each Service Contract shall likewise be subject to the prior written approval of Cruise Line.  Without limiting the generality of the foregoing, Contractor shall submit to Cruise Line evidence of the ownership, qualifications, and financial wherewithal of each service provider prior to or contemporaneously with any request for approval hereunder.   

2. Each Service Contract shall be in the name and at the expense of Contractor, shall have a term not in excess of one-year (whenever possible) and shall include a provision for cancellation by Contractor with thirty (30) days written notice, without payment of a penalty or premium.  Fees for services shall be agreed upon by Cruise Line and Contractor in advance.  The Service Contracts shall not be binding on Cruise Line unless otherwise agreed to in writing by Cruise Line. 

3. Each Service Contract shall require the service provider to transition services to the subsequent service provider in a cooperative, professional, and orderly manner in the event that the Service Contract is terminated for any reason. 

4. All service providers shall be required to perform the Other Services in a manner and level that meets or exceeds the quality and level of port services provided at other first class Port Cities and Cruise Line’s standards for such Additional Services.   

5. All service providers shall be required to conduct the Other Services strictly in compliance with all applicable present and future laws, rules, orders, ordinances, regulations (including EU Regulation 1177/2010), statutes, requirements, decisions, codes and executive orders, extraordinary as well as ordinary (collectively, “Legal Requirements”), of all governmental and quasi-governmental authorities (including all federal, state and local authorities, and any agency, department, commission, board, bureau or other subdivision of the foregoing) with jurisdiction over the service provider or Service.  All service providers shall also be required to conduct the Additional Services strictly in compliance with Cruise Line’s environmental policies and requirements. 

6. Contractor and Cruise Line shall have the right from time to time, with or without notice, to observe and inspect service providers in the performance of the Additional Services to confirm and/or determine compliance with Legal Requirements as required herein.  In addition, Contractor and Cruise Line shall have the further right, upon reasonable advance notice to the service provider, to audit and inspect all books, records and other information related to the Other Services provided at the Port City, including without limitation all such books, records and other information (including any information stored electronically) relating to compliance with and/or reporting requirements under Legal Requirements, and costs, expenses and other charges passed through to Contractor under the Service Contract. 

7. Cruise Line shall be named as a third-party beneficiary in all Service Contracts with the express right to enforce the provisions thereof and to exercise the inspection and audit rights provided herein.  Contractor agrees that it shall terminate any Service Contract upon Cruise Line’s request to do so, subject to the terms and conditions of such Service Contract. 

8. Each Service Contract shall incorporate provisions comparable to and consistent with the terms and conditions contained herein. 

9. Violation of Cruise Line’s compliance and ethics policies or applicable anti-corruption laws. 

9. Audit Rights 

Contractor shall retain all books and records relating to this Agreement and the Services provided hereunder for at least two (2) years from the date of expiration or termination of this Agreement.  Cruise Line shall have the right to audit such books and records, including requesting information and back-up documentation related to invoices and requesting substantiation of information requested, at any time during the Term of this Agreement and for a period of two (2) years after expiration or termination of this Agreement.  Cruise Line shall retain this right to audit notwithstanding any assignment of this Agreement by Cruise Line.   

10. Termination 

1. Either party may terminate this Agreement upon thirty (30) days prior written notice if the other party has failed to perform or observe any material term or condition of this Agreement unless such default or breach can be and has been cured within that notice period. 

2. Any of the following acts or omissions by Contractor shall be considered a material breach of this Agreement and grounds for immediate termination by Cruise Line pursuant to the provisions of this Section 10(b): 

1. Withholding payment of funds for port and government fees unless instructed by Cruise Line. 

2. Withholding funds for expenses related to port service providers unless instructed by Cruise Line. 

3. Use of Cruise Line’s funds for purposes not in the best interest of Cruise Line. 

4. Application of Cruise Line’s funds to any liability or obligation other than the specific liability or obligation for which Cruise Line has earmarked such funds. 

5. Service level below Cruise Line standards. 

6. Not providing timely invoices to Cruise Line in accordance with the terms of this Agreement. 

7. Abuse of the scope of authority to act in Cruise Line’s best interest when dealing with local authorities and service providers. 

8. Contractor’s financial condition is such that Cruise Line believes, in its sole discretion, that Contractor is no longer able to effectively perform its obligations hereunder. 

9. Making arrangements with third-party vendors to boost fees in vendor’s invoices to Cruise Line, or any other type of similar arrangements designed to “pad” charges paid or reimbursed by Cruise Line for the benefit of Contractor or other vendors.   

10. A violation of Section 25 including but not limited to a violation of any applicable laws, regulations, codes, ordinances, or public health guidelines pertaining to SARS-CoV-2/COVID-19 or other communicable disease. 

3. Either party may terminate this Agreement immediately upon written notice to the other party if:  

1. The non-terminating party shall admit in writing its inability to pay its debts or shall make a general assignment for the benefit of creditors; 

2. Any proceeding shall be instituted by the non-terminating party, or shall be instituted against the non-terminating party, seeking to adjudicate the non-terminating party a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, or recomposition of it, or its debts under any law relating to bankruptcy, insolvency, or reorganization, or relief of debtors, or seeking appointment of a receiver, trustee, or other similar official for it, or for any substantial part of its properties; or 

3. The non-terminating party shall take any corporate action to authorize any of the actions set forth in this subparagraph. 

4. Cruise Line shall have the right to terminate this Agreement for convenience upon thirty (30) days prior written notice to Contractor.   

5. In the event that this Agreement is terminated for any reason, Contractor shall transition the Services to the subsequent Contractor and/or service provider(s) in a cooperative, professional, and orderly manner to enable a smooth transition of all such services without interruption or hindrance to Cruise Line’s business. 

6. Upon any termination set forth above, Cruise Line shall have no further obligations under this Agreement. 

7. Notwithstanding the foregoing, the non-defaulting party may choose to only terminate Services with respect to a specific port, country or region, instead of terminating the Agreement. 

11. Vessels 

Contractor acknowledges that Cruise Line, in its sole discretion and without liability to Contractor, may change the itineraries of any of its vessels or remove any of them from service at any time.  Cruise Line may sell or charter any vessel to bona fide unaffiliated third parties, or otherwise remove the vessels from the cruise trade.  Upon such removal, this Agreement shall terminate with respect to any of Cruise Line’s rights or obligations relating to that vessel.  Reimbursement of the service fees incurred by the Contractor before the notification of the removal of the vessels are owed by Cruise Line. 

12. Insurance 

1. Contractor shall maintain, during the term of this Agreement and at its own expense, the following types of insurance bearing the characteristics and in the amounts specified below with insurers of recognized responsibility, licensed to do business in the applicable state/country, and approved for use by the Market Security function of a recognized Global Insurance Brokerage.  If any work provided for or to be performed under this Agreement is subcontracted, Contractor shall require the subcontractor(s) to maintain and furnish it with insurance equivalent to that which is required hereunder from Contractor by Cruise Line. 

1. General liability insurance on a comprehensive basis, including contractual and marine liability, in an amount not less than $10,000,000 combined single limit. 

2. Business automobile liability insurance that includes coverage for owned, hired, leased, rented and non-owned vehicles for a minimum of $10,000,000 combined single limit per accident.  

3. Crime Insurance which covers at a minimum employee dishonesty with a minimum of $50,000 per occurrence, and/or Contractor and any permitted subcontractor(s) agrees to indemnify Cruise Line for any theft or loss of property (for which they are legally liable) which occurs while such property is in Contractor’s (or subcontractor’s) care, custody, or control. 

4. Worker’s Compensation and Employer’s Liability Insurance.  The coverage provide shall meet the following minimum standards: 

1. Workers’ Compensation – Statutory limits 

2. Employers’ Liability: Statutory limits 

Bodily Injury by Accident: $100,000 each accident 

Bodily Injury by Disease:  $500,000 policy limit 

Bodily Injury by Disease:  $100,000 each employee; and/or proof of government-funded coverage for work-related accidents. 

5. Protection and Indemnity coverage if Contractor or any of its subcontractors is operating any vessels or other watercraft.  

6. If Services are provided in the U.S, U.S. Longshoreman and Harbor Workers coverage, and Maritime Employer’s Liability coverage. 

2. Contractor will submit to Cruise Line a standard “ACORD” insurance certificate (or such other form as may be acceptable to Cruise Line) signed by an authorized representative of such insurance company(ies), certifying that the insurance coverage(s) required hereunder is (are) in effect for the purposes of this Agreement.  Said insurance certificate shall certify that prior to any cancellation or termination of such coverage(s) the insurance company will endeavor to provide at least thirty (30) days advance written notice to Cruise Line. 

3. All policies of Contractor (and any permitted subcontractors, if applicable), except for Workers’ Compensation insurance, shall name Cruise Line and its subsidiaries and affiliates as Additional Insured as respects work performed under this Agreement.  Furthermore, all policies of Contractor (and any permitted subcontractors, if applicable) shall provide a waiver of subrogation in favor of Cruise Line and its subsidiaries and affiliates. 

13. Indemnity 

As part of this Agreement, Contractor agrees to protect, defend, indemnify, and hold harmless Cruise Line and its subsidiaries, affiliates, employees, officers, directors, and agents (hereinafter collectively referred to as the “Indemnitee”) against any and all claims, losses, expenses, or damages to persons or property, governmental charges or fines, attorneys’ fees, and any other expense reasonably incurred by the Indemnitee that may arise out of, or be caused in whole or in part by, any act, omission, negligence, or other wrongdoing of Contractor in any way relating to the Services including any such acts, omission, negligence, or other wrongdoing of its parents, subsidiaries, affiliates, employees, officers, directors, and agents (hereinafter the “Indemnitor”) arising out the Agreement or Contractor’s performance of, or failure to perform, the Services.  Indemnitor shall defend all suits brought upon such claims and bear all costs and expenses incidental thereto (including attorney’s fees), but the Indemnitee shall have the right, at its option, to participate at its own expense in the defense of any such suit without relieving the indemnifying party of any obligation hereunder.  This Section 13 shall survive the termination of this Agreement.   

In the event that the Indemnitor improperly fails or refuses to defend and/or indemnify the Indemnitee hereunder, in addition to all other obligations under this Agreement, and upon adjudication in favor of the Indemnitee, the Indemnitor shall be responsible for any and all fees, costs, and expenses incurred by the Indemnitee as a result of having to bring an action to resolve any dispute arising out of or related to this Agreement, including but not limited to reasonable attorneys’ fees.  

14. Limitation of Liability 

The parties agree that in the event either party breaches this Agreement, neither party will be entitled to recover consequential, indirect, or special damages except as otherwise set forth herein. 

15. Liens  

Contractor 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 owned or operated by Cruise Line, its subsidiaries, affiliates and/or brands. Contractor expressly waives any lien it might otherwise have on any such vessel(s).  Contractor expressly waives any right to a maritime lien, and agrees that it, its parent, subsidiaries, affiliates, and related companies, and the owners, officers, directors, employees, agents and subcontractors thereof, will neither assert, prosecute, or execute a maritime 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 owned or operated by Cruise Line, its subsidiaries, affiliates, and/or brands for any matter arising from, related to, or in connection with this Agreement or from employment on the any such vessel, including under the Jones Act, and expressly waives any lien it might otherwise have had on any such vessel. Contractor agrees to obtain the same waiver of lien, and express waiver of reliance on the credit of any vessel set forth in the first paragraph of this Section 15 from any subcontractor, or supplier used by Contractor to perform its obligations arising from, related to, or in connection with this Agreement. 

Contractor agrees to immediately remove any lien or encumbrance, or remedy any lien or encumbrance attempted or attempting to be asserted or prosecuted, including by Subcontractors, contrary to this Section 15. Contractor shall immediately secure the release of any vessel from any arrest, attachment, or seizure that may arise in conjunction with any such liens waived or prohibited by this Section 15.  Contractor further agrees to defend, indemnify, and hold the Cruise Line and its subsidiaries, affiliates, officers, directors, employees, and agents (each referred to herein as the “Indemnified Party”) harmless from and against any and all claims asserted by the holder or holders or purported holders of such liens and losses incurred by Cruise Line related thereto.  Contractor further agrees to pay any and all legal fees and any other costs that may be incurred by the Indemnified Party directly or indirectly in securing the release of a vessel and/or in defending any such claim. This Section 15 shall survive expiration or termination of this Agreement.  

16. Subagents/ Third Party Vendors 

In the event Contractor subcontracts any of the Services to a subagent or other third-party vendor, Contractor shall contract directly with such subagents and vendors and shall at all times be solely responsible for the obligations and fees incurred thereunder (including after the termination of this Agreement).  Contractor agrees to hold harmless and indemnify Cruise Line against any loss, liabilities, and expenses (including attorneys’ fees and costs) arising from any third-party claims, suits or proceedings which arise out of, or in the course of the performance of, any subagent or vendor contract.  This provision shall survive the termination of this Agreement. 

17. Relationship of the Parties 

The relationship of the parties to this Agreement shall be and at all times shall remain one of an independent contractor and the parties agree that this Agreement does not in any way create a partnership or joint venture relationship between Cruise Line and the Contractor.  Except as may be specifically provided herein, Cruise Line reserves no control over Contractor, or any of Contractor’s employees, subordinates or associates as to how the Services to be rendered by Contractor hereunder should be performed. 

Contractor 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 Contractor or its employees or agents.  Neither Contractor nor its employees or agents shall be entitled to participate in, or to receive any benefits from Cruise Line employee benefit or welfare plans, specifically including but not limited to coverage under Cruise Line’s workers’ compensation program.  Neither Contractor nor any of its employees or agents are employees of Cruise Line. 

18. Representations 

1. Each party warrants and represents that: 

1. It is duly organized, validly existing and in good standing. 

2. It has all necessary power and authority to execute and deliver this Agreement, and to perform its obligations under this Agreement. 

3. This Agreement constitutes a valid, legal, and binding obligation, enforceable against it, in accordance with its terms. 

4. The execution, delivery and performance of this Agreement will not constitute a violation of any law, rule, regulation, or court order applicable to it. 

5. It is adequately financed to meet any financial obligation it may be required to incur hereunder. 

6. It has obtained all licenses and permits as may be required by any competent governmental or administrative authority (collectively, the “Licenses”) to observe and perform the terms, covenants, conditions, and other provisions on its part to be observed or performed under this Agreement. 

7. It shall maintain the Licenses throughout the Term of this Agreement. 

8. It has obtained all necessary consents, permissions, or releases, and will timely make all payments to third parties that may be required to provide the Services as contemplated by the terms of this Agreement. 

2. Contractor hereby warrants and represents to Cruise Line that:  

1. It has the experience, staff, skill, and authority to perform the Services; 

2. It is adequately financed to meet any financial obligation it may be required to incur hereunder; 

3. It has obtained all licenses and permits as may be required by any competent governmental or administrative authority (collectively, the “Licenses”) to observe and perform the terms, covenants, conditions, and other provisions on its part to be observed or performed under this Agreement; 

4. It shall maintain the Licenses throughout the Term of this Agreement; 

5. It has obtained all necessary consents, permissions, or releases, and will timely make all payments to third parties that may be required to provide the Services; 

6. There is no actual or potential conflict of interest between the Services to be performed by Contractor under this Agreement and Contractor’s family, business, financial or other interests, and Contractor shall immediately notify Cruise Line of any actual or potential conflict of interest of which Contractor becomes aware during the Term of this Agreement; 

7. It will not engage any employee of Cruise Line or any Cruise Line affiliate to perform any part of the Services; and 

8. 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. 

20. Confidentiality 

The terms and conditions of this Agreement and any information and data of any nature including, but not limited to, proprietary, technical, business plans, customer lists, pricing information, operating plans and all record-bearing media containing or disclosing such information and techniques furnished by Cruise Line to Contractor in connection with this Agreement shall be deemed confidential information and shall not be disclosed by Contractor to any third party without Cruise Line’s prior written consent.  This provision shall survive the termination of this Agreement. 

21. Anti-Bribery Provision.   

This Section 21 may be unilaterally updated by Cruise Line without notice to Contractor: Contractor represents, warrants and agrees that it, its subcontractors and agents: (a) will comply with all anti-corruption laws applicable to its business operations; (b) 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; (c) 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 (d) 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 (a) officer or employee of government, department, agency, or instrumentality of a government (government-controlled enterprise); (b) officer or employee of a public international organization; (c) political party or party official; (d) candidate for political office; or (e) other person acting in an official capacity.  Contractor agrees that failure to comply with this Section will constitute a material breach of this Agreement. 

Contractor hereby agrees to complete and submit to Cruise Line on a biennial basis Cruise Line’s Anti-Bribery Compliance Certification Form, upon request by Cruise Line. If Contractor subcontracts any of the Services to a subagent pursuant to Section 16, Contractor will notify, in writing, the subagent of the above Anti-Bribery Provision and obtain a written assent of the subagent of such provision. Where a written agreement exists between Contractor and the subagent, Contractor will include similar anti-bribery representations as a material term of that agreement. 

22. Fair Labor Practices 

This Section 22 may be unilaterally updated by Cruise Line without notice to Contractor: 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, Hotel agrees that it: (a) shall not use forced labor, whether in the form of prison labor, indentured labor, bonded labor or otherwise; (b) shall not use any child labor; (c) should treat its employees with respect and dignity and shall not subject them to any physical, sexual, psychological, or verbal harassment or abuse; (d) 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; (e) shall provide its employees safe and healthy working environment with opportunities to express their opinions without fear of retaliation; (f) shall recognize and respect the right of its employees to freedom of association and collective bargaining; (g) shall guarantee that its employees receive fair compensation and benefits in accordance with applicable law and/or union negotiated agreements; and (h) shall not require its employees to work more than legally permitted limits. 

23. OFAC/ Export Control 

This Section 23 may be unilaterally updated by Cruise Line without notice to Contractor: For purposes of this provision, “Economic Sanctions” means (a) 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 (b) 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.  

24. Due Diligence 

This Section 24 may be unilaterally updated by Cruise Line without notice to Contractor: Cruise Line conducts appropriate due diligence of Cruise Line Contractors.  Contractor shall comply with Cruise Line’s due diligence procedures as instructed by Cruise Line.  All information provided by Contractor in connection with the due diligence procedures shall be complete, truthful, and accurate, and Contractor agrees to inform Cruise Line if any responses to Cruise Line’s due diligence inquiries change during the term of this Agreement.  Contractor shall require its subagents performing Services in connection with this Agreement to comply with and complete Cruise Line’s due diligence procedures or other similar vetting process chosen by Contractor that is previously approved by Cruise Line.  Contractor shall notify Cruise Line of any red flags identified during the due diligence process. 

If, through the due diligence process or through performance of the subcontracted services, Contractor knows, reasonably suspects or has reason to believe that the subagent is being or has been investigated, charged, prosecuted or convicted for bribery, corruption, or fraud or violation of applicable anti-bribery laws and regulations, including, but not limited to the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act, Contractor shall immediately notify Cruise Line and discontinue use of the subagent.   

25. Public Health Requirements, Acknowledgements, and Release 

1. This Section 25 may be unilaterally updated by Cruise Line without notice to Contractor: Contractor shall comply with all laws, regulations, codes, or ordinances established by an applicable governmental authority having jurisdiction over its Services under the Agreement including but not limited to any laws, regulations, codes, ordinances, or public health guidelines pertaining to SARS-CoV-2/COVID-19 or other communicable disease, and shall ensure that its employees and subcontractors also comply, including but not limited to training requirements.   

2. Contractor shall develop a COVID-19 plan and protocols for its workplace and workforce, including sanitation protocols, work protocols, use of personal protective equipment (“PPE”), social distancing requirements, and training of their personnel on such requirements, laws, regulations, codes, ordinances, or guidelines.  Contractor shall establish and implement a system for notifying employees, subcontractors, vendors, and others with whom its employees come in contact of workplace exposures to SARS-CoV-2/COVID-19 and suspected or confirmed cases so that they can take personal actions to protect their health and safety. 

3. Contractor acknowledges and agrees that compliance with any laws, regulations, codes, ordinances, or public health guidelines pertaining to SARS-CoV-2/COVID-19 or other communicable disease may be audited by Cruise Line at any time, and a breach of any term of this Section 25 shall constitute a material breach of the Agreement, allowing Cruise Line to terminate the Agreement immediately. 

4. Contractor acknowledges that being near others increases a person’s chances of getting infected with SARS-CoV-2/COVID-19 and potentially other communicable diseases.  Contractor further acknowledges that Cruise Line has put in place preventative measures to reduce the spread of the SARS- CoV-2/COVID-19, but Cruise Line cannot guarantee that Contractor’s employees or agents will not become infected with COVID-19.  Contractor and its employees and agents assume these risks of providing services under this Agreement, and Contractor acknowledges that the risk of becoming exposed to and/or infected by SARS- CoV-2/COVID-19 may result from the actions, omissions, or negligence of its employees or agents.  Contractor hereby releases and agrees to hold harmless Cruise Line and its affiliates, officers, directors, employees, and agents for any and all causes of action, claims, demands, damages, costs, and expenses related to SARS- CoV-2/COVID-19 that may arise in connection with the Services provided under this Agreement. 

5. Contractor is responsible for all costs related to compliance with this Section 25. 

26. Data Privacy 

1. This Section 26 may be unilaterally updated by Cruise Line without notice to Contractor: The parties recognize that the provisions of Data Protection Legislation (as hereinafter defined) apply to activities undertaken pursuant to each party meeting their obligations under this Agreement. The parties agree to comply with the terms and conditions set forth in the Controller to Processor (C2P) / Controller to Controller (C2C) Schedule, incorporated by reference into this Agreement through the Order Form which is attached to the Special Terms, and to keep the Order Form up to date. Each party undertakes to comply with all requirements of Data Protection Legislation applicable to it, its staff, and its subcontractors.  Contractor agrees to ensure that it, its staff, and subcontractors at all times store, transfer and process data in accordance with the requirements of the RCG Information Security Schedule found here: https://www.royalcaribbeangroup.com/dpa/infosec/ 

2. If the Contractor fails to adhere to the requirements in this Section 26, the Contractor shall defend, indemnify, and hold RCG harmless from and against any Losses (as defined herein) that RCG and/or members of its group may incur arising out of or related to Contractor failure to adhere with these conditions. The term “Losses” means any fines, penalties, charges, costs, expenses, compensation, damages, and fees (including attorneys’ fees). RCG reserves the right as a condition of this Agreement to require Contractor to enter into a separate data processing agreement on terms that may include special provisions relating to the treatment of personal data. 

3. 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). 

4. “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.  

27. A.D.A. Compliance (Applies to U.S. Contractors) 

Cruise Line is subject to the requirements of the U.S. Department of Transportation Final Rule ‘Transportation for Individuals with Disabilities: Passenger Vessels’, 49 Code of Federal Register Part 39 (the “ADA Rule”). The ADA Rule is intended to ensure nondiscrimination of guests by passenger Cruise Lines on the basis of disability in accordance with the Americans with Disabilities Act. Under the terms of the ADA Rule, Cruise Line must ensure that any contractor or other person that provides services to Passengers or whose services affect Passengers meets the applicable requirements of the ADA Rule to the same extent as if Cruise Line was providing the service itself. Accordingly, and as an express condition to Cruise Line’s entering into the Agreement, Contractor hereby represents that it is familiar with the requirements of the ADA Rule as they apply to its services and hereby covenants and agrees that it shall comply with all applicable provisions of the ADA Rule when providing services to Passengers or providing services that affect Passengers or when performing services on behalf of Passengers or prospective Passengers of Cruise Line. Pursuant to Section 8(f), Cruise Line may inspect Contractor’s facilities and operations to verify Contractor’s compliance with this Section. If the inspection reveals noncompliance by the Contractor and the Contractor does not implement corrective action to the satisfaction of Cruise Line, then Cruise Line may terminate the Agreement effective immediately upon written notice. Failure by Contractor to comply with the ADA Rule or this Section shall constitute a material breach by Contractor of the Agreement and Contractor shall indemnify, defend and hold the Indemnitees harmless from any and all claims, costs, expenses and liabilities suffered by the Indemnitee(s) as a result of such noncompliance. 

Cruise Line agrees to use commercially reasonable efforts to provide Contractor with seventy-two (72) hours prior notice of any special needs service requests.  In the event such notice is not given, Contractor shall use best efforts to accommodate the request.  

28. Miscellaneous 

1. Governing Law; Arbitration.  Any disagreement regarding the interpretation or the operation of this Agreement shall be determined by final and binding arbitration under the rules of the American Arbitration Association (“AAA”).  The arbitration shall be conducted in Miami, Florida before a panel of three arbitrators.  One arbitrator shall be selected by each of the parties and the third arbitrator shall be selected by the two arbitrators designated by the parties.  Each Party shall bear its own costs and expenses in preparing for and participating in the arbitration hearing except that each Party shall pay one-half of the compensation payable to the arbitrators, one-half of any fees to the AAA and one-half of any other costs related to the hearing proceedings.  The arbitration award shall be in accordance and consistent with applicable and governing laws of the State of Florida, and shall be final and binding on the parties, and judgment on the award may be entered in any court having jurisdiction. 

2. Assignment.  Contractor shall not assign or otherwise transfer, either explicitly or by operation of law, any right or interest in this Agreement nor delegate any duty owed hereunder without the express written consent of Cruise Line.  Any such attempted assignment or delegation shall be wholly void and totally ineffective for all purposes.  Any change in control of Contractor, whether by merger, stock, or asset acquisition, or otherwise, will be deemed to be an attempted assignment of this Agreement and will be grounds for termination.  Any attempted assignment or transfer by Contractor without Cruise Line’s prior written consent, whether voluntary or involuntary, is void and grounds for termination of this Agreement with immediate effect.  Cruise Line may, however, without Contractor’s consent, transfer or assign this Agreement. 

3. Compliance with Laws and Regulations.  Contractor shall comply with all laws, regulations (including EU Regulation 1177/2010), codes or ordinances established by the governmental and administrative authorities that govern or apply to Contractor’s performance under the Agreement including but not limited to any laws, regulations, codes, ordinances, or public health guidelines pertaining to SARS-CoV-2/COVID-19 or other communicable disease and shall ensure that its employees and subcontractors also comply. 

4. Invalidity of Provision.  If any provision of this Agreement is invalidated or voided by operation of law, all remaining terms and conditions will remain binding and the Agreement enforceable, unless such change materially alters this Agreement.  If such material alteration occurs, the parties hereto may either terminate this Agreement and be excused from all remaining responsibilities and obligations or enter into a new agreement. 

5. Waiver.  A failure or delay by any party to require strict performance or enforcement of any provision of this Agreement or a previous waiver or forbearance by such party to any performance or provision shall in no way constitute or be construed as a waiver or continuing waiver of any provision of this Agreement by such party. 

6. Headings.  The headings in this Agreement are for purposes of reference only and shall not in any way limit or otherwise affect the meaning or interpretation of any of the terms of this Agreement. 

7. Notices. All notices, request, demands or other communications hereunder will be deemed given upon delivery and will be delivered personally or sent by overnight mail, facsimile or certified mail, return receipt request, to the parties at the addresses for each party set forth in the preamble to this Agreement.  For notices sent to Cruise Line, a copy shall be sent to: 

General Counsel 

1050 Caribbean Way 

6^th Floor 

Miami, FL  33132-2096 

8. Entire Agreement; Modification.  This written Agreement, including the Special Terms, and any Exhibits hereto, constitutes the entire Agreement between the parties.  All prior negotiations, agreements, proposals, statements, understandings, and communications, whether written or oral, are merged in this Agreement and superseded by it.  There are no representations, warranties, or obligations by any party to the other except those set forth in this Agreement.  Except as expressly provided herein, the terms of this Agreement may not be waived, altered, modified, amended, or supplemented in any manner whatsoever except by a written document duly executed by both Cruise Line and Contractor. 

9. Supplier Management System; Fee(s).  Contractor consents to registration with, and monitoring on, Cruise Line’s third-party supplier management system.