Graeme is mainly active for guests in hotels, resorts, tourism and wider real estate industries. He has been very interested in structured purchases and sales of hotel and resort properties, as well as in the management of investment fund funds, which include all forms of public trusts, timeshare systems, tax investment programs and similar investments. He has advised on hotel and resort management contracts – including non-interference agreements between owners, operators and lenders – and on integrated resort developments in Australia, New Zealand, Fiji, Tahiti, Maldives, Caribbean, Singapore, united States, People`s Republic of China (including Hong Kong), Japan, Vietnam, Malaysia , India, Thailand, Cambodia, Indonesia, Korea, the Philippines and Eastern Europe. This document is not binding in all respects and is only used for discussion purposes The parties have no connection until and unless there is no binding agreement on the subject, written or oral The parties understand that negotiation cannot result in an opposable contract This document does not constitute an “agreement to be agreed” , does not use the language of the contract , in particular the verb “must” if expressions such as “may,” “intention” and “would” can be used, but that the management of these key provisions in the LOI phase is essential to know whether you have an agreement or not. It is better to know this in the face of the storm and the envy of the lawyers on the final agreements. There is no point in launching the box just to discover that there is no agreement, in addition to wasting time and taking into account the legal costs of negotiating final agreements. The second part of this article, which will be presented next week, will outline additional questions for an owner`s review, including exclusivity and funding issues. Performance Tests Given the long-term nature of a hotel management agreement, a hotel owner requires the agreement to contain some kind of performance test in which the owner can terminate the hotel administration contract if the operator does not act. Much has been written about the practical value of these clauses to protect the hotel owner from the poor performance of the operator, and we identify some of the following pitfalls.