AV Services Contract

AV SERVICES CONTRACT

This Audio-Visual Services Contract (the "Contract") is entered into as of by and between Vendor Name: with principal address: and Client Name: with principal address: .

RECITALS

WHEREAS, Vendor is engaged in the business of providing audio-visual equipment, installation, operation and technical support services for events, presentations and productions; and

WHEREAS, Client desires to retain Vendor to provide audio-visual services for certain event(s) at the location(s) and on the dates set forth herein, and Vendor is willing to provide such services under the terms and conditions of this Contract; and

WHEREAS, the parties intend by this Contract to set forth their respective duties, compensation, allocation of risk and other material terms applicable to the audio-visual services to be provided by Vendor.

NOW, THEREFORE

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. SERVICES

1.1 Scope of Services. Vendor shall provide audio-visual services including but not limited to equipment supply, installation, operation, on-site technical support, teardown and transportation as described in detail below and in any agreed written statement of work executed by the parties. Description of services and deliverables:

2. SPECIFIC EVENT DETAILS

Event Location:

Event Date:   Start Time:   End Time:

3. FEES AND PAYMENT

3.1 Fees. Client shall pay Vendor the total fee set forth below for the Services:

Total Fee

Deposit

3.2 Payment Terms. Payment schedule and invoicing procedures:

3.3 Late Payment. Any undisputed amounts not paid when due shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law. Late fee percentage:

4. CHANGE ORDERS

Any change to the scope, schedule or price shall be made only by a written change order signed by both parties. Vendor shall provide a good faith estimate of additional costs and schedule impacts prior to performance of changed work. Client shall not be obligated to pay for changes performed without a properly executed change order.

5. EQUIPMENT; TITLE; INSPECTION

5.1 Equipment Provided. Vendor shall provide the equipment listed below and maintain it in good working order. Equipment list:

5.2 Title and Risk of Loss. Title to the equipment shall remain with Vendor and shall pass to Client only if and to the extent Vendor expressly sells equipment under a separate written agreement. Risk of loss for Vendor equipment shall pass to Vendor except for loss due to Client's gross negligence or willful misconduct.

6. CLIENT RESPONSIBILITIES

6.1 Client shall provide reasonable access, power, lighting, load-in/load-out windows, site contact and any permits or approvals necessary for Vendor to perform. Client responsibilities:

7. TERM; TERMINATION

7.1 Term. The term of this Contract shall commence on the Effective Date and continue until completion of the Services or the Date of:

7.2 Termination for Convenience. Either party may terminate this Contract for convenience upon written notice to the other party given at least days prior to the effective date of termination, subject to Client's obligation to pay for Services performed and non-cancellable commitments incurred through the effective date of termination.

7.3 Termination for Cause. Either party may terminate for material breach if the breaching party fails to cure the breach within days after written notice specifying the breach.

8. INSURANCE; WORKER SAFETY

Vendor shall maintain commercial general liability insurance, employer's liability/workers' compensation and automobile liability insurance in amounts commensurate with industry practice. Minimum insurance limits:

Upon request, Vendor shall provide certificates of insurance evidencing such coverage. The existence of insurance shall not limit Vendor's indemnity obligations.

9. INDEMNIFICATION

Vendor shall indemnify, defend and hold Client and its officers, directors and employees harmless from and against any third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of Vendor's negligence or willful misconduct in performance of the Services. Client shall indemnify Vendor for claims arising from Client's negligence, breach, alterations or failure to disclose site conditions.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EACH PARTY'S AGGREGATE LIABILITY UNDER THIS CONTRACT SHALL NOT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE TO VENDOR FOR THE SERVICES GIVING RISE TO THE CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES.

11. CONFIDENTIALITY

Each party agrees to hold in confidence and not disclose the other party's Confidential Information using at least the same degree of care it employs to protect its own confidential information, but in no event less than reasonable care. Confidentiality obligations shall survive termination for a period of two (2) years, except for trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

12. INTELLECTUAL PROPERTY; RECORDINGS

12.1 Ownership. Unless otherwise agreed in writing, Vendor retains ownership of its pre-existing materials, equipment and technical designs. Client retains ownership of Client-originated content.

12.2 Recordings. Vendor may record audio or video of the event only with Client's prior written permission: Vendor permitted to record event

13. INDEPENDENT CONTRACTOR

Vendor is an independent contractor for all purposes and nothing in this Contract shall be construed to create an employment, joint venture or agency relationship between the parties. Vendor shall be solely responsible for the payment of wages, taxes and benefits of its personnel.

14. TAXES

Vendor shall be responsible for all federal, state and local taxes arising from its performance and compensation under this Contract, including payroll taxes and any sales or use taxes applicable to equipment sales or rentals unless otherwise agreed in writing.

15. NOTICES

All notices required or permitted under this Contract shall be in writing and shall be delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses below or such other address as either party may designate in writing. Vendor notices to:

Vendor Notice Address

Client Notice Address

16. GOVERNING LAW

This Contract shall be governed by and construed in accordance with the laws of the State of , without regard to choice of law principles that would apply the laws of another jurisdiction.

17. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENTS

17.1 Entire Agreement. This Contract, together with any exhibits or written statements of work signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, proposals and representations, whether written or oral.

17.2 Severability. If any provision of this Contract is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

17.3 Amendments. No amendment or modification of this Contract shall be effective unless in writing and signed by authorized representatives of both parties.

18. WAIVER; COUNTERPARTS

Failure or delay by either party to exercise any right shall not operate as a waiver of that right. This Contract may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

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