Business Display Document

BUSINESS DISPLAY DOCUMENT

Parties

Recitals

WHEREAS, Display Provider Name: represents that it owns or controls the materials, artwork, signage, or display items to be placed on Host premises; and

WHEREAS, Host Name: operates the location at which the display is to be exhibited and is willing to permit the display on the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows.

Scope of Work

Display Provider shall install, maintain, and, if specified below, remove the Display as described in this Scope. Host shall provide reasonable access and utilities necessary for installation and operation. Specific obligations and deliverables are described below.

Payment Terms

In consideration for the services and rights granted under this Agreement, Host shall pay Display Provider the Total Fee set forth below in accordance with the schedule provided. All fees are exclusive of applicable taxes unless otherwise stated.

Late payments shall accrue interest at a rate of % per month (or the maximum rate permitted by law, if lower), calculated from the date such payment was due until paid in full. Host shall also reimburse Display Provider for reasonable collection and legal costs incurred to enforce payment obligations.

Term and Termination

This Agreement is effective as of Effective Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice not less than days to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Upon termination, Host shall promptly pay for all services performed and costs incurred through the date of termination, and the Display Provider shall remove the Display within the period required by the parties or, if not specified, within 14 days at Display Provider's expense unless otherwise agreed in writing.

Confidentiality

For purposes of this Agreement, "Confidential Information" means nonpublic business, technical, financial and other information disclosed by one party to the other in connection with the Display and the business relationship. Each party agrees to (a) keep confidential and not disclose Confidential Information to any third party except as required to perform under this Agreement or as required by law, (b) use Confidential Information solely for purposes of performing obligations under this Agreement, and (c) take commercially reasonable measures to protect Confidential Information from unauthorized disclosure.

Confidential Information does not include information that is or becomes generally available to the public other than through the receiving party's breach of this Agreement, information independently developed by the receiving party without use of Confidential Information, or information rightfully received from a third party without restriction. The parties acknowledge that a breach of this confidentiality provision may cause irreparable harm for which monetary damages would be inadequate, and agree that injunctive relief shall be an appropriate remedy in addition to any other remedies.

Insurance and Indemnity

Each party shall maintain at its expense insurance customary for its business covering liability for injury to persons or damage to property arising out of its activities under this Agreement. Display Provider shall indemnify, defend and hold harmless Host and its officers, directors and employees from and against claims, liabilities, losses and expenses arising out of the negligence or willful misconduct of Display Provider in connection with the installation, maintenance or removal of the Display, except to the extent caused by Host's negligence or willful misconduct.

Notices

All notices under this Agreement must be in writing and delivered by hand, by nationally recognized overnight courier, or by certified mail, return receipt requested, to the addresses provided below or such other address as a party designates in writing.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties agree to attempt in good faith to resolve any dispute arising under this Agreement through negotiation. If unresolved, the parties agree to submit disputes to binding arbitration in accordance with the rules mutually agreed upon at the time of dispute.

Entire Agreement; Assignment

This Agreement, together with any exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. 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 of its assets, or other corporate restructuring provided that the assignee assumes all obligations hereunder.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. The headings in this Agreement are for convenience only and shall not affect interpretation.

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