Anniversary Agreement

ANNIVERSARY AGREEMENT

This Anniversary Agreement (the "Agreement") is made effective this day of , by and between Party A: and Party B: .

RECITALS

WHEREAS, Party A and Party B have maintained a commercial relationship and desire to set forth their mutual commitments with respect to annual anniversary observances and associated obligations;

WHEREAS, the parties intend for certain services, payments, events, and confidentiality obligations to recur on an annual basis on the anniversary date agreed by the parties; and

WHEREAS, the parties desire to reduce their agreement to writing to provide certainty as to responsibilities, payment, notice and termination rights;

NOW, THEREFORE, in consideration of the mutual covenants set forth below and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

"Anniversary Date" means the annual calendar date on which the parties shall observe the anniversary. The Anniversary Date is the day of each year.

"Anniversary Obligations" means those duties described in Section 3, including event coordination, notifications, delivery of commemorative materials and any Anniversary Payment.

2. TERM

This Agreement shall commence on the effective date set forth above and shall continue for an initial period of years, and shall automatically renew for successive one (1) year periods unless either party provides written notice of non-renewal at least days prior to the then-current Anniversary Date.

3. ANNIVERSARY OBLIGATIONS

Each Anniversary, unless otherwise mutually agreed in writing, the parties shall perform the following obligations:

(a) Event Coordination: The party designated as the "Host" for that Anniversary shall be responsible for selecting and securing the venue, managing on-site logistics and obtaining any required permits for the Anniversary Event. The initial Host shall be .

(b) Commemorative Materials: The parties shall agree in writing no later than days before the Anniversary Date on the nature and quantity of any commemorative materials. Delivery of such materials shall be the responsibility of the requesting party unless otherwise agreed.

(c) Anniversary Payment: Party responsible for payment shall remit an Anniversary Payment in the amount of to the payee designated below no later than days prior to the Anniversary Date.

4. PAYMENT TERMS

Payments under this Agreement shall be made in lawful currency of the United States to:

Late payments shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, calculated from the date payment was due until paid in full. All payments are exclusive of taxes, and the paying party shall be responsible for any taxes imposed on payments under this Agreement, except taxes based on the recipient's net income.

5. TERMINATION

Either party may terminate this Agreement upon written notice to the other if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach. In addition, either party may terminate for convenience upon days' advance written notice to the other party; provided, however, that termination for convenience shall not relieve a party of obligations accrued prior to the effective date of termination.

6. CONFIDENTIALITY

Each party agrees that all non-public information disclosed by one party to the other in connection with Anniversary planning, including guest lists, pricing, event details and proprietary materials (collectively, "Confidential Information"), shall be held in confidence and shall not be disclosed to any third party except as necessary to perform obligations under this Agreement or as required by law. This obligation shall survive termination of this Agreement for a period of three (3) years.

7. INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against any and all losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's negligence or willful misconduct in connection with the performance of its obligations under this Agreement.

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID BY THE PAYING PARTY HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

8. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by hand, certified mail (return receipt requested) or reputable overnight courier to the addresses set forth below, or to such other address as either party may designate by notice to the other in accordance with this Section.

9. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both parties. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right. This Agreement may be executed in counterparts, each of which when executed and delivered shall be an original, but all counterparts together shall constitute one and the same instrument.

10. ASSIGNMENT

Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets or transfer to an affiliate, provided that the assignee assumes all obligations under this Agreement.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflicts of laws principles. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, negotiations and agreements, whether written or oral. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid provision that most closely reflects the parties' intent.

12. MISCELLANEOUS

Force Majeure: Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, governmental action, labor disputes, or other events of force majeure. The affected party shall provide prompt written notice of such event and shall use commercially reasonable efforts to resume performance.

Relationship of Parties: The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship between the parties.

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