Business Event Promenade

BUSINESS EVENT PROMENADE AGREEMENT

This Business Event Promenade Agreement (the Agreement) is entered into as of between Organizer Name: and Promenade Host Name: .

WHEREAS

WHEREAS, Organizer conducts business events designed to facilitate networking, exhibits, and commercial promotion (the Event) and desires to produce the Event commonly known as: to be located at: ;

WHEREAS, Promenade Host controls the location and infrastructure for the promenade area and agrees to provide access, site support, and coordination as required for the Event on the terms and conditions set forth in this Agreement.

SCOPE OF WORK

Event Dates: From to . Organizer will provide a detailed run-of-show to Promenade Host no later than .

PAYMENT TERMS

Payments shall be made by the method specified: . If Organizer fails to pay any amount within days after the due date, Organizer shall pay a late fee equal to the lesser of % of the overdue amount or .

TERM AND TERMINATION

Term Commencement Date: Term Expiration Date: .

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within days after written notice. Either party may terminate without cause upon days' prior written notice to the other party. Termination shall not relieve Organizer of obligation to pay amounts accrued prior to the effective date of termination.

CONFIDENTIALITY

Each party (the Receiving Party) shall maintain in confidence all non-public, proprietary, or business information disclosed by the other party (the Disclosing Party) in connection with this Agreement, including but not limited to attendee lists, marketing strategies, pricing, and technical designs (Confidential Information). Confidential Information shall not include information that is publicly known through no fault of the Receiving Party or which is rightfully received from a third party without restriction. The Receiving Party shall use Confidential Information solely for performance under this Agreement and shall not disclose it to any third party except to employees, agents, or contractors with a need to know and who are bound by confidentiality obligations at least as protective as those herein. This obligation shall survive termination of this Agreement for a period of three (3) years.

INSURANCE, INDEMNITY, AND COMPLIANCE

Promenade Host shall require Organizer to maintain commercial general liability insurance with limits not less than per occurrence and shall be named as an additional insured where applicable. Organizer shall provide certificates of insurance at least prior to ingress. Each party shall indemnify, defend and hold harmless the other party from claims, liabilities, damages, and expenses (including reasonable attorneys' fees) arising from that party's gross negligence or willful misconduct in connection with the Event.

Each party is responsible for obtaining and maintaining all licenses, permits, and approvals required by applicable law for its performance under this Agreement, including permits for food, alcohol, noise, street closures, and public assembly where applicable.

FORCE MAJEURE

Neither party shall be liable for failure or delay in performing obligations under this Agreement to the extent caused by events beyond that party's reasonable control, including acts of God, governmental action, epidemic, pandemic, labor disputes, riots, or severe weather (a Force Majeure Event). The affected party shall promptly notify the other and shall use commercially reasonable efforts to resume performance. If a Force Majeure Event prevents performance for more than days, either party may terminate this Agreement without liability except for obligations accrued prior to termination.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to that State's conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including all schedules and attachments executed contemporaneously, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and communications, whether oral or written. Any amendment or modification to this Agreement must be in writing and signed by both parties.

NOTICES

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