Common use of Allocation Methodology Clause in Contracts

Allocation Methodology. Costs associated with the provision of System Services and Technology Systems (collectively “System Services Costs”) include all costs actually incurred or properly accrued by Hyatt or by any of its Affiliates including, from time to time, costs relating to the following: (i) maintaining and improving Hyatt-branded websites and reservations systems, (ii) planning, coordinating and conducting sales efforts, (iii) any costs or expenses payable to third-party vendors or employees of Hyatt or its Affiliates in connection with the rendition of such System Services, (iv) occupancy costs, (v) costs of equipment leases and capital improvements, (vi) the reasonable salaries, benefits, and expenses of personnel who manage, administer, and/or perform System Services, (vii) administrative costs, including any taxes on amounts paid, (viii) travel expenses of personnel in connection with the provision of System Services, (ix) meeting costs; rent, utilities, overhead costs, and other costs for equipment, supplies, and materials relating or allocable to the provision of System Services, and (x) other expenses that Hyatt incurs in activities reasonably related to administering or directing System Services, including conducting market research and other research and development activities, public relations, preparing advertising, promotion, and marketing materials, collecting and accounting for contributions, paying third-party providers for services relating to the reservations systems, and paying for technical and support functions. System Services Costs shall not include any amounts for Hyatt or its Affiliates’ overhead attributable to providing supervision over the management of the Hotel or over the management of any regional or shared services offices. In any case in which employees of Hyatt or its Affiliate devote less than all of their time to the provision of the applicable System Services, employee costs shall be allocated in a reasonable manner determined in good faith by Hyatt to reflect the portion of time devoted by such employees to such System Services, provided that nothing in this Section 4.10(c) intends to create an employee relationship with Owner other than with respect to (and for the avoidance of doubt) the Hotel employees, which are employed by Owner. Other shared costs such as occupancy costs, utilities, and the like relating only partially to System Services shall likewise be allocated by Hyatt to System Services Costs on a fair and reasonable basis as determined in good faith by Hyatt so as to reflect, as nearly as reasonably possible, the portion of such costs fairly and reasonably attributable to the provision of System Services. Any such allocation of shared personnel or other costs made by Hyatt in good faith and with the intention of fairly allocating such costs shall be binding on the Parties. Neither Hyatt nor any of its Affiliates shall receive any profit for providing the mandatory System Services and mandatory Technology Systems under this Agreement (but with allowance for carryover of deficits or surpluses to later years).