I hereby voluntarily consent, authorize, and grant Hilton Grand Vacations Inc. and its subsidiaries, affiliates, and partners and each of their officers, directors, agents, employees, respective successors and assigns (collectively, “HGV”), the absolute and irrevocable right and permission to use, sell, publish, duplicate, disseminate, distribute, broadcast, display (including publicly), and exhibit, electronically or in print, the Materials as defined below in HGV’s print and online marketing materials, as well as other HGV publications for the purpose of HGV promotion, advertising, publicity, commercial and/or other business purposes.  The Materials may be used by HGV in any Hilton Grand Vacations Club membership program communications or promotions, including but not limited to the HGV Club Member Website, Club Traveler Magazine, newsletters, brochures, pamphlets, advertisements, and HGV electronic and social media sites.  The Materials are defined as my picture, name, likeness, video, recorded verbal statements and other audio communications or likeness, in their current form or as retouched, digitized, cropped, altered or modified in any way, and any materials related to or derived therefrom obtained by HGV in connection with visits to HGV properties or events, activities, and / or membership in Hilton Grand Vacations Club.

I assume the sole and complete risk of any loss or harm related to the Materials and the use thereof, and I hereby, for myself, my children, my parents, my guardians, trustees, heirs, executors, administrators, successors and assigns, do waive and release any and all rights, claims, liabilities, losses, damages, costs, expenses (including attorneys’ fees), and causes of action whatsoever that I or they may now or in the future have against HGV whether under any statute, common law principle or similar for any matter, cause or thing whatsoever with respect to the Materials, including by way of example only but without limitation any and all liability for loss, damage or harm due to invasion of privacy, confidentiality, defamation, copyright, right of publicity and the like. I further understand and acknowledge that HGV hereby disclaims any responsibility or liability for such loss and I hereby release and hold harmless HGV from any and all claims, demands, and causes of action of any kind arising out of, or relating to the use, misuse, publication, dissemination, public display, or other use or disclosure described herein.

I further acknowledge that my participation is voluntary and that I will not receive compensation of any type, financial or otherwise, associated with the taking, use, publication, duplication, dissemination of the Materials. I acknowledge and agree that publication of the Materials confers no right of ownership or royalties whatsoever. I agree that any commercial rights to the Materials or anything derived therefrom will be owned solely by HGV. I waive any rights, claims, or interest I may have to control the use of the Materials, including my name and/or likeness, in whatever media used. I waive any right I may have to inspect or approve the finished product or the advertising or other copy that may be used in connection therewith or the use to which it may be applied.

There is no time limit on the validity of this consent, authorization, and release nor is there any geographic limitation on where these materials may be distributed.  Nevertheless, I understand that I have the right to revoke this consent and authorization at any time. In order to revoke this consent and authorization, I must notify HGV, in writing, at 5323 Millenia Lakes Blvd., Ste., 120, Orlando, Fl 32839, ATTN: Consent Release. I understand that the revocation is only effective after it is received and logged by HGV.  I understand that any use or disclosure made prior to HGV’s receipt of the revocation will not be affected by the revocation nor will the revocation apply to uses or disclosures made in reliance on this consent and authorization. HGV shall have no obligation to locate and/or collect the Materials described herein that were used, disclosed or otherwise disseminated or published while this consent and authorization was in effect, other than that which is within its reasonable control.

This Agreement is made with Hilton Resorts Corporation, with offices at 5323 Millenia Lakes Blvd., Orlando, Florida 32839 (“Hilton”). Recipient and Hilton are collectively referred to as the “Parties” and individually referred to as a “Party.”

WHEREAS, the Parties have determined to establish terms governing Recipient’s use and protection of Confidential Information (as defined in Section 1 below) that Hilton discloses to Recipient in connection with the purpose stated in Section 2 below.

NOW, THEREFORE, in consideration for the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1.                 “Confidential Information” means information that relates to the purpose stated in Section 2 below or that, although not related to such purpose, is nevertheless disclosed as a result of the Parties’ discussions in that regard, and that should reasonably have been understood by Recipient, because of legends or other markings, the circumstances of disclosure or the nature of the information itself, to be proprietary and confidential to Hilton or to a third party. Confidential Information may be disclosed in written or other tangible form (including on magnetic media) or by oral, visual or other means. Confidential Information includes, without limitation, the existence and terms of this Agreement, the discussions that gave rise to this Agreement and the fact that there have been, or will be, discussions or negotiations covered by this Agreement.
2.                 Use of Confidential Information. Recipient may use the Confidential Information only for the purpose of Hilton Grand Vacations – Design/Proofreading/Copywriter Branding & Creative Projects and only during the period of time stated in the first sentence of Section 9. Recipient will not otherwise use Confidential Information, directly or indirectly, for its own benefit or for the benefit of a third party.
3.                 Protection of Confidential Information. Recipient will protect the Confidential Information with the same degree of care that Recipient uses to prevent the unauthorized use, access or disclosure of its own most valuable confidential and proprietary information, which will be not less than a reasonable degree of care. Recipient will not make copies of any Confidential Information except as reasonably necessary for the purpose stated in Section 2.
4.                 Disclosure of Confidential Information. Recipient may not disclose Confidential Information to any third party without the prior written consent of Hilton; provided, however, that Recipient may disclose Confidential Information only to its employees and representatives who:
   
   
   1.         Reasonably require access to the Confidential Information for the purposes contemplated in this Agreement;
   2.         Are bound to protect the Confidential Information from unauthorized use and disclosure under the terms of a written agreement or applicable company policy consistent with this Agreement; and
   3.         Have been informed of Recipient’s obligations under this Agreement.
5.                 Exemptions. The restrictions of this Agreement on use and disclosure of Confidential Information will not apply to information that:
   
   
   1.         Was in the public domain at the time of Hilton’s disclosure to Recipient;
   2.         Enters the public domain through no fault of Recipient after Hilton’s disclosure to Recipient;
   3.         Was in Recipient’s possession free of any obligation of confidence at the time of Hilton’s disclosure to Recipient;
   4.         Is developed by Recipient independently of and without reference to any Confidential Information (including other information that Hilton disclosed in confidence to Recipient);
   5.         Is rightfully obtained by Recipient from third parties authorized to make such disclosure without restriction; or
   6.         Is identified by Hilton in writing as no longer Confidential Information.

Recipient shall be responsible for ensuring treatment of Confidential Information by its Representatives in accordance with this Agreement.

6.                 Disclosures Required by Law. If Recipient is required by law, regulation or court order to disclose any Confidential Information, Recipient will promptly notify Hilton in writing prior to making any such disclosure (except to the extent prohibited by law) in order to facilitate Hilton seeking a protective order or other appropriate remedy. Recipient will cooperate with Hilton in seeking such order or other remedy and agrees that if Hilton is not able to obtain such an order or remedy, it will limit any disclosure to that which is legally required and will use reasonable efforts to obtain reliable assurances that confidential treatment will be accorded the Confidential Information.
7.                 If Recipient obtains or has access to Personal Information (as defined in the policy specified below), it agrees to be bound by and comply with the Hilton Grand Vacations Privacy and Data Protection Policy for Service Providersset forth at /privacy-data-service-providers. (the “Policy”), as such Policy may be amended from time to time. Recipient agrees to review the foregoing URL, or another URL of which Hilton has provided it notice, regularly for any changes. If the terms of this Agreement and the Policy conflict, the Policy shall control, unless and to the extent that a provision of this Agreement is more protective of Personal Information.
8.                 Ownership; No License. All Confidential Information disclosed under this Agreement is and will remain the property of Hilton. Except as stated in Section 2, no licenses or rights are granted or are to be implied by this Agreement.
9.                 Term; Termination. This Agreement is effective as of the date first written above and will automatically expire one (1) year thereafter; provided, however, that either Party may terminate this Agreement at any time by written notice to the other. Notwithstanding such expiration or termination, all of the restrictions hereunder on Recipient’s use of Hilton’s Confidential Information will survive for three (3) years following such expiration or termination with respect to Confidential Information received prior to such expiration or termination.
10.                 Return or Secure Disposal. Upon request by Hilton at any time, Recipient will promptly return to Hilton or destroy all tangible materials containing Hilton’s Confidential Information, together with all copies, and will certify in a form reasonably satisfactory to Hilton to the return or destruction of all tangible Confidential Information. Notwithstanding the foregoing, Recipient may retain reasonable backup and archival copies of Confidential Information in electronic form, consistent with its record retention policy or the requirements of applicable law. Recipient will not be deemed to be in breach of the obligation to destroy Confidential Information to the extent the information (i) remains in existence through the ordinary course operation of the Recipient’s data backup and recovery systems (and is not generally accessible to persons or entities other than those involved in the ordinary course of managing or operating such systems) or (ii) consists of notes, analyses or memoranda prepared by Recipient or its Representatives based on or containing Confidential Information; provided, that, to the extent any Confidential Information is not so returned or destroyed, such Confidential Information will continue to be held in confidence, subject to the terms of this agreement. This Section 10 will survive the expiration or termination of this Agreement.
11.                 No Commitment. Nothing in this Agreement or in any discussions undertaken or disclosures made pursuant hereto will (a) be deemed a commitment to disclose any Confidential Information or continue such discussions or meetings, make any payment or reimbursement of any kind (including without limitation broker’s, finder’s, consultant’s, advisor’s or any other fees or charges), or to engage in or enter into any business relationship, contract or future dealings between the Parties, or (b) limit Hilton’s right to enter into similar discussions or negotiations with affiliates or subsidiaries, or with any other persons or entities.
12.                 No Warranty. Hilton will not have any liability or responsibility for errors or omissions in, or any decisions made by Recipient in reliance on, any Confidential Information disclosed under this Agreement.
13.                 Governing Law. This Agreement will be governed by the laws of the State of Florida. There are no understandings, agreements, or representations, express or implied, by or between the Parties relating to the subject matter of this Agreement that are not specified herein. This Agreement may not be amended, and no rights or obligations hereunder may be assigned, except by a writing signed by both Parties.
14.                 In the event of a breach by Recipient, or its directors, officers, employees or representatives of the provisions of this Agreement, Hilton will be entitled to seek an injunction restraining Recipient or such person from disclosing, or the unauthorized use of, in whole or in part, any Confidential Information. Nothing herein will be construed as prohibiting Hilton from pursuing any other remedies available to it for such breach, including the recovery of damages. In the event that any action, suit or other proceeding in law or in equity is brought in connection with any term or provision in this Agreement, and such action results in the award of a judgment for money damages or in the granting of any injunction or restraining order, all expenses (including reasonable attorneys’ fees) of the prevailing party in such action, suit or other proceeding shall be paid promptly by the non-prevailing party.
15.                 No Waiver. No failure or delay in exercising any right, power or privilege hereunder by Hilton will operate as a waiver thereof, nor will any single or partial exercise thereof by Hilton preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.
16.                 If any provision of this Agreement is found to be unenforceable, the remainder will be enforced as fully as possible and the unenforceable provision will be deemed modified to the limited extent required to permit its enforcement in the manner most closely representing the intention of the Parties as expressed herein.
17.                 Counterparts/Electronic Signature. This Agreement may be executed in counterparts, each of which, when executed and delivered, shall constitute an original, and all of which together shall constitute one and the same Agreement. This Agreement may be signed electronically.