Easy RFP
The 12-Clause Hotel Contract Negotiation Playbook
One page per clause. Industry-standard language, aggressive-variant red flags, copy-paste counter-proposal, walk-away threshold. Print it. Bring it to the next negotiation call.
This playbook is general industry guidance, not legal advice. The sample language is intended to start a redline, not to finish one. Have a licensed attorney in the relevant jurisdiction review any contract before signing material commitments. Easy RFP makes no warranty as to legal enforceability in any specific jurisdiction.
CLAUSE 01
Attrition
Pickup threshold · Resale credit · Force-majeure carve-out
INDUSTRY-STANDARD LANGUAGE
Attrition allowance of 80–90% of the contracted room block, calculated cumulatively across event nights, net of any rooms Hotel resells. Force-majeure events void attrition in full.
AGGRESSIVE VARIANT — RED FLAGS
- 95–100% attrition (no cushion)
- Calculated on gross room revenue, not net (resold rooms still billed)
- No resale credit
- Force majeure does not void attrition
- Hotel sole judge of pickup
COUNTER-PROPOSAL
Attrition is set at 80% of the contracted room block, measured cumulatively across all event nights and net of any rooms the Hotel resells. Resold rooms shall be credited against attrition exposure on a one-for-one basis. Force majeure events, as defined in Section [Force Majeure], shall void attrition obligations in full. Pickup shall be measured against guaranteed pax confirmed at the cutoff date, not the original contracted block.
WALK-AWAY THRESHOLD
If the hotel refuses both (a) net-of-resale calculation and (b) force-majeure carve-out after one counter-round, walk. Uncapped attrition exposure on a 200-room block can cost a planner the high four to low five figures in euros on a typical underrun.
CLAUSE 02
Cancellation
Sliding scale · Liquidated damages framing · Force-majeure void
INDUSTRY-STANDARD LANGUAGE
Sliding scale: 25% at 6 months out → 50% at 90 days → 75% at 60 days → 100% inside 30 days. Calculated against revised commitment as of cancellation date. Force majeure voids the schedule.
AGGRESSIVE VARIANT — RED FLAGS
- 100% non-refundable from signing
- Worded as "penalty" not liquidated damages (penalties reducible by EU courts under French CC 1231-5 / German BGB §309 nr. 5)
- Calculated on original block, not revised pickup
- Tiered cliffs (one-day move costs 25%)
- Force majeure excluded
COUNTER-PROPOSAL
Cancellation shall be on a sliding scale calculated against revised commitment as of the cancellation date, with the following floors: 25% beyond 180 days prior to arrival; 50% within 90 to 180 days; 75% within 30 to 90 days; 100% within 30 days. Force majeure events shall void cancellation obligations in full and trigger refund of all deposits within 30 days. Cancellation fees shall be characterised as liquidated damages reflecting a reasonable estimate of Hotel's actual loss, not as a penalty.
WALK-AWAY THRESHOLD
If hotel insists on 100% non-refundable from signing with no force-majeure void, walk. You have signed away your downside option.
CLAUSE 03
Force Majeure
Modern enumeration · Partial-attendance trigger · Deposit refund
INDUSTRY-STANDARD LANGUAGE
Explicit enumeration including pandemic, government-mandated closure, travel restriction, war/terrorism, natural disaster, labour action. 25–30% partial-attendance trigger. Deposit refund within 30 days. Mutual mitigation obligation.
AGGRESSIVE VARIANT — RED FLAGS
- Pre-2019 list only ("acts of God / war / terrorism") — ruled insufficient in post-COVID EU case law
- No partial-attendance trigger
- Sole remedy is reschedule or credit (no refund)
- Force majeure applies only to hotel's obligations
- Mitigation duty falls solely on planner
COUNTER-PROPOSAL
A Force Majeure Event means any event beyond a party's reasonable control, including but not limited to: pandemic or epidemic (including government-declared); government-mandated closure or capacity restriction; travel ban or advisory affecting at least 25% of attendees' origin markets; act of war, terrorism, or civil disturbance affecting the venue; natural disaster; or labour action affecting the venue. Upon a Force Majeure Event: (a) both parties' obligations are suspended; (b) Client may cancel or postpone without penalty; (c) all deposits paid shall be refunded within 30 days; (d) each party shall use commercially reasonable efforts to mitigate. A Partial Force Majeure Event — one that prevents at least 25% of attendees from arriving — triggers the same rights at Client's sole option.
WALK-AWAY THRESHOLD
If the hotel refuses pandemic + partial-attendance trigger, walk. This is the single most important clause to win. Post-COVID European case law has ruled multiple pre-2019 force-majeure lists insufficient to discharge contract obligations.
CLAUSE 04
Comp Rooms
Ratio · Cumulative · Not against attrition
INDUSTRY-STANDARD LANGUAGE
1 complimentary room per 25–40 revenue-producing room nights, cumulative across event. Comp rooms do not count against attrition pickup. Staff rooms treated as comp.
AGGRESSIVE VARIANT — RED FLAGS
- Ratio worse than 1-per-50
- Comp counted against attrition pickup
- Comp on per-night basis, not cumulative
- Staff rooms charged at "discounted" rate
COUNTER-PROPOSAL
Hotel shall provide one (1) complimentary guest room per twenty-five (25) revenue-producing room nights, calculated cumulatively across the entire contracted room block. Complimentary rooms shall not count against pickup for attrition calculation purposes. Staff rooms (up to [N] per day) shall be provided complimentary. Complimentary rooms shall include the same amenities as paid group rooms.
WALK-AWAY THRESHOLD
Not a walk-away clause on its own. Hold the line on 1-per-30 minimum cumulative; trade flexibility on staff rooms if needed.
CLAUSE 05
Room Block Release
Single cutoff · 48h notice · Attrition base reduction
INDUSTRY-STANDARD LANGUAGE
Single cutoff date, 21–30 days prior to arrival. 48 hours email notice before release. Released rooms reduce attrition base one-for-one.
AGGRESSIVE VARIANT — RED FLAGS
- Rolling release / from time to time
- Release at hotel's sole discretion
- No notice requirement
- Released rooms still counted toward attrition (double-dip)
COUNTER-PROPOSAL
Room block release shall occur on a single cutoff date no earlier than [21–30] days prior to arrival, and only after Hotel provides Client with written email notice at least forty-eight (48) hours in advance. Any rooms released back to general inventory shall be deducted from the attrition base on a one-for-one basis. Rolling release, partial release, or release at Hotel's discretion outside the named cutoff date is not permitted.
WALK-AWAY THRESHOLD
If hotel keeps rolling-release language AND released rooms still counted against attrition, walk. That is a structurally one-sided clause that no counter-proposal on attrition can fix.
CLAUSE 06
Deposit Schedule
Tranches · Refundability · Application priority
INDUSTRY-STANDARD LANGUAGE
10% at signing, 40% at T-90, 50% at T-30. Refundable on force majeure, hotel breach, or property sale. Applied specifically against room block.
AGGRESSIVE VARIANT — RED FLAGS
- 100% deposit at signing
- "Non-refundable under any circumstances" (overrides force majeure)
- Deposit applied to future event at hotel's discretion (store credit)
- Applied to general invoice (can offset against F&B shortfall)
COUNTER-PROPOSAL
Deposits shall be paid as follows: 10% upon contract signing, 40% at 90 days prior to arrival, and the remaining 50% at 30 days prior to arrival. All deposits paid shall be refundable within thirty (30) days upon: (a) Force Majeure Event; (b) Hotel's material breach; (c) sale or assignment of the property without Client consent. Deposits shall be applied specifically against the contracted room block and may not be offset against F&B minimum shortfalls, AV charges, or other ancillary fees without Client's written consent.
WALK-AWAY THRESHOLD
If hotel demands 100% at signing AND non-refundable under any circumstances, walk. You are extending an interest-free loan with no downside protection.
CLAUSE 07
F&B Minimum
Tied to guaranteed pax · 80% shortfall · Meal credit
INDUSTRY-STANDARD LANGUAGE
Minimum tied to guaranteed pax (not block). Shortfall at 80%. Credit permitted between meals same day. Service charge disclosed and additive.
AGGRESSIVE VARIANT — RED FLAGS
- Tied to contracted block (double-pay on no-shows: attrition + F&B)
- Shortfall at 100%
- No credit between meals
- 20%+ service charge stacked on gross-quoted minimum
COUNTER-PROPOSAL
F&B minimum shall be calculated based on guaranteed attendance confirmed 72 hours prior to each meal function, not on the contracted room block. Shortfall against the minimum shall be charged at 80% of the unmet portion. Credit shall be permitted between meal functions of the same day, and between consecutive days of the event. Service charge and applicable taxes shall be clearly stated as additive to the quoted minimum.
WALK-AWAY THRESHOLD
Not typically a walk-away clause. Hold the line on guaranteed-pax base and 80% shortfall; concede service-charge stacking if necessary.
CLAUSE 08
Audiovisual
External vendor right · Documented patch fee · WiFi included
INDUSTRY-STANDARD LANGUAGE
Right to bring external AV with reasonable safety approval. Patch fee capped at documented technician day rate. Standard meeting Wi-Fi included.
AGGRESSIVE VARIANT — RED FLAGS
- "Sole and exclusive" AV provider (external barred)
- Patch fee >€500/day
- WiFi tiered into "event-grade" as add-on after signing
- Rigging billed at load-in (not pre-quoted)
- AV cancellation tied to room block (cannot drop independently)
COUNTER-PROPOSAL
Client retains the right to engage an external audiovisual vendor of its choice, subject to Hotel's reasonable safety and electrical certification requirements. Where Hotel's in-house AV provider has exclusive jurisdiction over patch-in to house systems, Hotel shall charge no more than a documented technician day rate (capped at €[X] per day). Standard meeting Wi-Fi sufficient for general business use shall be included in the room rental. Event-grade bandwidth tiers, if needed, shall be quoted in writing prior to contract signing.
WALK-AWAY THRESHOLD
If hotel keeps "sole and exclusive" AND patch fee above €1,000/day, walk. In-house AV at 30–40% above market on a multi-day event compounds to material money.
CLAUSE 09
Parking
Group rate · Capacity guarantee · In-out included
INDUSTRY-STANDARD LANGUAGE
Discounted group rate or capped daily maximum. Capacity guaranteed for event days. In-out included.
AGGRESSIVE VARIANT — RED FLAGS
- No group rate (attendees pay rack)
- Parking "subject to availability"
- Valet-only with mandatory gratuity
- In-out fee on every re-entry
COUNTER-PROPOSAL
Hotel shall provide group parking at a rate of €[X] per vehicle per night, with daily in-out privileges included. Hotel guarantees [N] group parking spaces available for the duration of the event days. Where self-parking is unavailable due to capacity constraints, Hotel shall provide valet parking at the same group rate.
WALK-AWAY THRESHOLD
Not a walk-away clause. Trade flexibility here in exchange for movement on attrition or force majeure.
CLAUSE 10
Indemnification
Mutual · Capped at event value · Carve-outs
INDUSTRY-STANDARD LANGUAGE
Mutual indemnification capped at contracted event value. Carve-outs for each party's own gross negligence and willful misconduct. No consequential damages.
AGGRESSIVE VARIANT — RED FLAGS
- One-way (you indemnify hotel, hotel does not indemnify you)
- Uncapped exposure
- Hotel indemnified "regardless of cause" — including its own negligence
- Attorney fees recoverable by hotel only
- Insurance requirements stacked above contracted event value with no offset
COUNTER-PROPOSAL
Each party shall indemnify, defend, and hold harmless the other party from third-party claims arising out of (a) the Indemnifying Party's breach, (b) negligent acts of the Indemnifying Party, or (c) violation of applicable law by the Indemnifying Party. Each party's aggregate liability shall not exceed the total contracted event value. Neither party shall be liable for consequential, incidental, or special damages. Carve-out: cap shall not apply to (i) breach of confidentiality, (ii) gross negligence or willful misconduct, or (iii) third-party bodily injury claims.
WALK-AWAY THRESHOLD
If hotel insists on one-way uncapped indemnification, walk. A single attendee injury claim can become six- or seven-figure tail risk.
CLAUSE 11
Walk Policy
Comparable property · Paid transport · Return on night 2
INDUSTRY-STANDARD LANGUAGE
Relocation at hotel expense to comparable property within 5 km. Paid round-trip transport. Priority return to original hotel night 2 if available. Inconvenience credit on master account.
AGGRESSIVE VARIANT — RED FLAGS
- No walk language at all ("we never walk groups" is not a clause)
- Walk "in the area" with no radius or comparability
- Relocation at guest expense
- No return-night guarantee
COUNTER-PROPOSAL
In the event Hotel is unable to accommodate a confirmed Client guest at arrival, Hotel shall: (a) relocate the guest at Hotel's sole expense to a comparable property of the same or higher star category within a 5 km radius; (b) provide round-trip transportation to and from the relocation property at Hotel's expense; (c) prioritise return of the guest to Hotel on night two; (d) credit one full night's group rate to the Client master account for each walked guest. Hotel shall notify Client's on-site contact within one hour of any Walk event.
WALK-AWAY THRESHOLD
Not a walk-away clause if other terms are strong, but a hotel that refuses to put walk language in writing is signalling something about its overbooking discipline.
CLAUSE 12
Rate Guarantee
OTA inclusion · Automatic adjustment · Limited carve-outs
INDUSTRY-STANDARD LANGUAGE
Group rate warranted as no higher than lowest publicly available rate. Includes OTA channels. Automatic adjustment on unbooked rooms.
AGGRESSIVE VARIANT — RED FLAGS
- No rate parity
- Parity limited to hotel's own website (OTA discounts excluded)
- Adjustment only at planner request
- "Best available rate" excludes promotional / flash / member rates
COUNTER-PROPOSAL
Hotel warrants that the group room rate is no higher than the lowest publicly available rate offered by Hotel or by any OTA, member program, or third-party channel for an equivalent room category on the contracted event dates. If a lower public rate appears prior to arrival, Hotel shall (a) notify Client within 48 hours, and (b) automatically adjust all unbooked rooms in the group block to the lower rate. Rate parity shall include promotional, flash, and member rates, with carve-outs only for rates restricted to Hotel's loyalty program top-tier members or to non-refundable advance-purchase rates booked more than 90 days out.
WALK-AWAY THRESHOLD
Not a walk-away clause. Hold the line on OTA inclusion and automatic adjustment.
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