ASCRS 2023 Event Document

ASCRS 2023 Event Document

This General Business Agreement (the Agreement) is made effective as of , by and between:

Event Organizer:

Service Provider:

RECITALS

WHEREAS, Event Organizer is producing the ASCRS 2023 event (Event) scheduled to occur at during the period beginning and ending .

WHEREAS, Service Provider has expertise and agrees to provide services necessary for the successful operation of the Event under the terms and conditions set forth herein.

WHEREAS, the parties desire to set forth the scope, payment, confidentiality, and other terms governing their relationship with respect to the Event.

SCOPE OF WORK

PAYMENT TERMS

If any undisputed amount due remains unpaid more than days after the invoice due date, the late payment charge shall be % per month on the outstanding balance, or the maximum rate permitted by applicable law, whichever is less. Parties agree that disputed amounts promptly communicated in writing will not incur late fees until resolution of the dispute if good faith negotiations are underway.

TERM AND TERMINATION

Term Commencement: This Agreement shall commence on and shall continue until unless earlier terminated as provided below.

Termination for Convenience: Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective termination date. Termination notice shall specify the effective date and the reasons if termination is for cause.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within 15 days after receipt of written notice detailing the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public business, technical, operational, financial, attendee lists, pricing, marketing plans, and other proprietary information disclosed by either party in connection with the Event, whether disclosed orally or in writing and designated as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: Each receiving party shall (a) use Confidential Information solely for performance of its obligations under this Agreement; (b) restrict disclosure to its employees, contractors, and agents with a need to know and who are bound by confidentiality obligations at least as protective as this Agreement; and (c) exercise at least reasonable care to prevent unauthorized disclosure. The obligations shall survive termination for a period of three (3) years, except for trade secrets which shall remain protected for so long as they qualify as trade secrets.

Exclusions: Confidential Information does not include information that (i) is or becomes public without breach of this Agreement by the receiving party; (ii) was rightfully in receiving party's possession prior to disclosure; (iii) is received from a third party without breach of obligations; or (iv) is independently developed without use of Confidential Information.

Remedies: The parties acknowledge that monetary damages may be inadequate and that the disclosing party shall be entitled to injunctive relief or specific performance without posting bond in addition to other remedies at law or in equity.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. Any action arising out of or relating to this Agreement shall be brought exclusively in state or federal courts located in that State.

ENTIRE AGREEMENT

This Agreement, including its attachments and statements of work incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Independent Contractors: The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

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

Notices: All notices required or permitted hereunder shall be in writing and delivered to the contact information set forth above or to such other address as either party designates in writing.

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