B2B Event Contract Agreement

B2B EVENT CONTRACT AGREEMENT

This Event Services Agreement ("Agreement") is entered into as of by and between , a business organized as Corporation LLC Other with principal place of business at (hereinafter "Client"), and , a business organized as Corporation LLC Other with principal place of business at (hereinafter "Vendor"). Client and Vendor are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Client desires to retain Vendor to provide event-related services in connection with a business-to-business event described herein; and

WHEREAS, Vendor represents that it has the experience, personnel and resources necessary to provide the services for the Event; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Vendor will provide such services.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the Parties agree as follows:

1. DEFINITIONS

1.1 "Event" means the business event to be conducted on at .

1.2 "Services" means the set of services described in Section 2 and Exhibit A (Scope of Services) attached hereto.

2. SCOPE OF SERVICES

Vendor shall provide event planning, production, on-site management, audio-visual, staffing and such other services as expressly set forth in the Scope of Services. Vendor shall perform Services in a professional and workmanlike manner consistent with industry standards and in accordance with the timeline set forth below.

3. EVENT DETAILS

3.1 Event Start Time: . Event End Time: .

3.2 Expected Attendance: .

4. FEES AND PAYMENT

4.1 Compensation. Client shall pay Vendor a total fee of $ for the Services.

4.2 Deposit. A non-refundable deposit of $ is due upon execution of this Agreement to secure Vendor's commitment.

4.3 Payment Schedule. Remaining payments shall be due in accordance with the schedule: . Vendor shall invoice Client and Client shall pay invoiced amounts within days of invoice receipt. Late payments accrue interest at .

5. CHANGE ORDERS

Any material change to the Scope of Services, schedule or location must be documented in a written change order signed by authorized representatives of both Parties. Change orders may entitle Vendor to additional fees and a reasonable extension of time for performance.

6. CANCELLATION AND TERMINATION

6.1 Cancellation by Client. If Client cancels the Event more than days prior to the Event, Client shall forfeit the deposit but owe no further fees except as set forth in a signed change order. If Client cancels within days of the Event, Client shall be responsible for of the total fee plus documented out-of-pocket expenses.

6.2 Termination for Cause. Either Party may terminate this Agreement for material breach if the breaching Party fails to cure such breach within days after written notice.

7. INSURANCE AND INDEMNITY

7.1 Insurance. Vendor shall, at its expense, maintain commercial general liability insurance with limits of not less than $ per occurrence and workers' compensation as required by law. Vendor shall provide certificates of insurance upon Client's request.

7.2 Indemnity. Each Party shall indemnify, defend and hold harmless the other Party, its officers, directors, employees and agents from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying Party's negligence, willful misconduct or breach of this Agreement.

8. CONFIDENTIALITY

Each Party agrees to maintain in confidence all non-public, proprietary or business information disclosed by the other Party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information ("Confidential Information"). Confidential Information shall not include information that is or becomes publicly known through no breach of this Agreement. The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years.

9. INTELLECTUAL PROPERTY

9.1 Pre-Existing IP. Each Party retains all right, title and interest in and to its pre-existing intellectual property.

9.2 Deliverables. Subject to Client's payment in full, Vendor hereby grants to Client a non-exclusive, non-transferable license to use event deliverables for Client's internal business purposes. Vendor retains the right to use general, non-confidential materials for marketing and portfolio purposes unless otherwise prohibited in writing.

10. FORCE MAJEURE

Neither Party shall be liable for failure or delay in performance under this Agreement caused by acts beyond its reasonable control, including but not limited to acts of God, strike, epidemic, governmental restriction, or utility failure. The affected Party shall provide prompt written notice of such event and shall use commercially reasonable efforts to mitigate the effects.

11. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF THE CONFIDENTIALITY OR INDEMNITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO VENDOR UNDER THIS AGREEMENT.

12. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that (a) it has full corporate power and authority to enter into and perform this Agreement; and (b) the execution and performance of this Agreement by such Party will not violate any applicable law or contractual obligation.

13. COMPLIANCE WITH LAWS

Vendor shall comply with all applicable federal, state and local laws, ordinances, regulations and venue rules, including safety, labor and licensing requirements applicable to the performance of the Services.

14. NOTICES

Any notice required or permitted under this Agreement shall be in writing and delivered to the Parties at the addresses set forth below (or to such other address as a Party may designate by notice). Notices shall be deemed given when personally delivered, sent by nationally recognized overnight courier, or three business days after deposit in the U.S. mail, postage prepaid.

15. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended 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 be a waiver of that right. This Agreement may be executed in counterparts, each of which shall be deemed an original.

16. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles. This Agreement, together with any written exhibits and signed change orders, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations and agreements. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

17. MISCELLANEOUS

17.1 Independent Contractors. The Parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, agency or employment relationship between the Parties.

17.2 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except that Vendor may assign to an affiliate or in connection with a sale of substantially all of its assets.

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