Business Services Informa Markets

Business Services Informa Markets — Business Services Agreement

This Business Services Agreement (the Agreement) is made effective as of , by and between:

RECITALS

WHEREAS, Client is engaged in the business of organizing exhibitions, conferences and related marketing activities and desires to obtain certain business services to support those activities; and

WHEREAS, Service Provider has the capability and expertise to provide the services described in this Agreement and is willing to provide such services to Client upon the terms and conditions set forth herein; and

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

SCOPE OF WORK

PAYMENT TERMS

Compensation to Service Provider shall be as follows. All amounts are stated in the currency indicated and shall be payable in accordance with the schedule below.

Invoices shall be submitted to Client in accordance with the payment schedule above and are due within days of receipt unless otherwise agreed in writing. Late payments shall accrue interest at the lesser of (a) % per month, or (b) the maximum rate permitted by applicable law.

Reasonable, pre-approved out-of-pocket expenses incurred by Service Provider in performance of the services shall be reimbursed by Client upon submission of supporting documentation.

TERM AND TERMINATION

The term of this Agreement shall commence on , and shall continue until , unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party no less than days prior to the effective termination date. Either party may terminate immediately for material breach by the other party that remains uncured after fifteen (15) days' written notice.

Upon termination, Client shall pay Service Provider for all services properly performed and expenses incurred through the effective date of termination. Sections that by their nature survive termination shall survive, including but not limited to confidentiality, indemnification, and governing law.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party (the Disclosing Party) to the other party (the Receiving Party), whether disclosed orally, in writing, electronically or by inspection, that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

The Receiving Party shall: (a) protect Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not use Confidential Information except to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

Confidential Information does not include information that: (i) is or becomes publicly available through no breach of this Agreement by the Receiving Party; (ii) was rightfully in the Receiving Party's possession prior to receipt from the Disclosing Party; (iii) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law, provided the Receiving Party gives prompt notice to the Disclosing Party to allow intervention or protective measures.

Confidentiality obligations under this Agreement shall continue for a period of three (3) years following termination or expiration, except that trade secrets and any proprietary pricing or attendee data shall remain protected for as long as such information qualifies as a trade secret under applicable law.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws rules. The parties submit to the exclusive jurisdiction of the competent courts located within that jurisdiction for dispute resolution.

ENTIRE AGREEMENT

This Agreement, including any attachments and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as a party may designate in writing. Notices shall be deemed given when delivered personally, by overnight courier, or three (3) days after deposit in certified mail, return receipt requested.

ADDITIONAL PROVISIONS

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Client may assign to an affiliate or to a successor in connection with a sale of substantially all of its assets.

Indemnification: Each party shall indemnify and hold harmless the other party from and against claims, liabilities and expenses arising out of the indemnifying party's breach of this Agreement, negligence, or willful misconduct, subject to any limitations of liability set forth herein.

Limitation of Liability: Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality or intellectual property obligations, neither party shall be liable to the other for consequential, incidental, special, or punitive damages.

Sign Now