This Agreement is entered into as of _______________ ("Effective Date")

AND:

(collectively, the "Parties")

1. DEFINITIONS

"Destination Concierge" means the white-label AI-powered conversational platform for property discovery and visitor assistance, as described in the Proposal dated May 2026.

"Pilot Period" means the initial three (3) month period commencing on the Effective Date.

"Properties" means accommodation providers (hotels, resorts, villas, guesthouses) under the Authority's jurisdiction.

"Service Fees" means fees charged by Authority to Properties for participation in the Destination Concierge program.

2. SCOPE OF SERVICES

2.1 Service Provider Responsibilities

During the Pilot Period, Service Provider shall:

• Deploy and configure the Destination Concierge branded exclusively for the Authority
• Provide AI conversation engine (Claude by Anthropic)
• Provide Authority admin dashboard with full functionality
• Provide Property self-service portal
• Deliver initial training (2 sessions, 2 hours each)
• Provide business hours technical support (Monday-Friday, 9 AM - 5 PM Atlantic Time)
• Maintain 99.5% system uptime
• Provide monthly performance reports

2.2 Authority Responsibilities

During the Pilot Period, Authority shall:

• Recruit and onboard Properties to the system
• Set criteria for Property participation
• Approve or reject Property applications
• Maintain direct relationships with all Properties
• Set and collect Service Fees from Properties (if applicable)
• Promote the Destination Concierge to visitors
• Designate a primary technical contact

3. PILOT PROGRAM STRUCTURE

3.1 Pilot Fee

3.2 What's Included (Professional Tier Features)

Feature	Included
Unlimited Properties	✓ Yes
AI Concierge (WhatsApp, Telegram, Web)	✓ Yes
Authority Admin Dashboard	✓ Yes
Property Self-Service Portal	✓ Yes
Real-time Analytics	✓ Yes
Business Hours Support	✓ Yes
99.5% Uptime SLA	✓ Yes
Monthly Reports	✓ Yes

3.3 Post-Pilot Pricing Tiers

At the conclusion of the Pilot Period, the following pricing tiers shall be available:

Tier	Monthly Fee	Properties	Key Features
Essential	$3,997	Up to 25	Core AI concierge, basic dashboard, email support
Professional	$7,997	Unlimited	Full features, property portal, revenue tools, priority support
Premium	$12,997	Unlimited	Everything in Professional + dedicated success manager, custom AI training, quarterly strategy calls, API access

3.4 Pilot Success Metrics

At the conclusion of the Pilot Period, the Parties shall jointly evaluate:

Metric	Target	Measurement
Properties onboarded	10+	Authority dashboard count
Visitor conversations	500+	System analytics
Booking inquiries generated	100+	Click-through tracking
Visitor satisfaction	4.0/5+	Post-conversation survey
System uptime	99.5%+	Technical monitoring
Property revenue (if applicable)	$2,000+	Authority service fees

4. POST-PILOT OPTIONS

At the end of the Pilot Period, Authority shall elect one of the following:

Option A: Continue with License

• Authority continues with Destination Concierge at selected tier pricing (Essential $3,997/mo, Professional $7,997/mo, or Premium $12,997/mo)
• Full license terms shall be governed by a separate License Agreement
• All Property data and configurations transfer to full license
• Month 4+ API options available for Professional tier (Full Service, BYO API, or Enterprise License)

Option B: Exit with Refund

• Authority may exit the partnership
• Service Provider shall refund $4,997 USD (one month at full license rate)
• Net Pilot cost to Authority: $3,331 per month ($9,993 total)
• Authority shall cease using Destination Concierge within 30 days
• All Property data shall be returned to Authority in standard format

Option C: Extend Pilot

• By mutual written agreement, Parties may extend Pilot Period
• Extended Pilot fee: $4,997 USD per additional month
• Maximum extension: 3 additional months (6 months total)

5. REVENUE MODEL

5.1 Authority Revenue Retention

Authority retains 100% of all Service Fees charged to Properties, including but not limited to:

• Property setup fees
• Monthly service fees
• Booking commissions
• Premium placement fees

5.2 Recommended Fee Structure (Authority Discretion)

Fee Type	Recommended Range
Setup Fee	$500 - $1,000 per property
Monthly Service Fee	$150 - $300 per property
Booking Commission	5% - 10% of booking value
Premium Placement	$500 - $1,000 per month

6. INTELLECTUAL PROPERTY

6.1 Service Provider IP

Service Provider retains all rights to Destination Concierge software, code, algorithms, AI models, and system architecture.

6.2 Authority IP

Authority retains all rights to branding elements, Property data, visitor conversation data, and analytics generated during the Pilot.

6.3 License Grant

Service Provider grants Authority a limited, non-exclusive, non-transferable license to use Destination Concierge during the Pilot Period solely for the purposes contemplated by this Agreement.

7. DATA AND PRIVACY

Service Provider shall implement industry-standard security measures and comply with applicable data protection laws. Visitor data is jointly owned for business intelligence purposes.

8. WARRANTIES AND DISCLAIMERS

Service Provider warrants that Destination Concierge shall function substantially as described. Service Provider makes no warranties regarding booking volume, revenue generation, or Property performance. Authority acknowledges that success depends on Authority's marketing efforts and Property quality.

9. LIMITATION OF LIABILITY

Service Provider's total liability shall not exceed fees paid by Authority in the 3 months preceding any claim. Neither party shall be liable for indirect or consequential damages.

10. GENERAL PROVISIONS

• Independent Contractors: The Parties are independent contractors.
• Governing Law: This Agreement shall be governed by the laws of Antigua and Barbuda.
• Entire Agreement: This Agreement constitutes the entire agreement between Parties.
• Amendments: Amendments must be in writing signed by both Parties.