Business AV Document

BUSINESS AV AGREEMENT

This Business AV Agreement ("Agreement") is entered into as of Effective Date: by and between:

WHEREAS

WHEREAS, Client desires to engage Service Provider to provide audiovisual services in connection with the event described as to be held at ;

WHEREAS, Service Provider has the expertise, personnel, equipment and licenses necessary to provide the AV services described herein and is willing to provide such services to Client on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

SCOPE OF WORK

Service Provider shall perform the audiovisual services described below, including but not limited to equipment supply, setup, operation, teardown, and post-event deliverables. Detailed requirements, deliverables, and performance standards are set forth in the Scope of Work field.

PAYMENT TERMS

Client shall pay Service Provider the total contract fee set forth below in accordance with the schedule and terms specified. All amounts are stated in U.S. dollars and are exclusive of applicable sales, use, gross receipts or other taxes which shall be paid by Client unless a valid exemption applies.

Late payments shall bear interest at the rate of on the unpaid balance, and Client shall be responsible for any collection costs and attorneys' fees reasonably incurred by Service Provider to collect overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall expire on End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party no fewer than days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within 14 days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all services performed and for non-cancellable commitments made on behalf of Client through the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that in the course of performing this Agreement it may have access to confidential or proprietary information of the other party. "Confidential Information" shall mean non-public information that is designated as confidential or that by its nature is reasonably understood to be confidential. Each party agrees to: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except as required by law or with the prior written consent of the disclosing party. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years.

INTELLECTUAL PROPERTY AND RECORDINGS

Unless otherwise agreed in writing, Service Provider retains ownership of any pre-existing tools, software, and equipment, and Client retains ownership of its pre-existing materials. Any recordings, footage, or works created specifically for Client under this Agreement will be considered a "Work Made for Hire" and will be owned by Client upon full payment; provided, however, that Service Provider may retain a non-exclusive portfolio license to use excerpts for marketing and demonstration purposes, subject to the Confidentiality clause.

Client requires Service Provider to produce and deliver recorded materials as part of the deliverables.

INSURANCE AND INDEMNIFICATION

Service Provider shall maintain commercial general liability insurance with limits customary for the industry and shall provide proof of insurance upon request. Each party agrees to indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third-party claims arising out of the indemnifying party's negligent acts, omissions or willful misconduct in connection with performance under this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict-of-law principles. The parties agree that the state and federal courts located in that state shall have exclusive jurisdiction over any disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, negotiations and discussions, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by both parties.

NOTICES

All notices, requests, consents, claims, demands and other communications hereunder shall be in writing and addressed to the parties at the addresses set forth above or to such other address as may be designated by a party by giving written notice to the other party in accordance with this Section.

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