Business Show Agreement

Business Show Agreement

This Business Show Agreement (the "Agreement") is entered into on the Effective Date by and between:

Recitals

WHEREAS, Producer engages in the production, promotion and management of live business shows, trade demonstrations and related events and desires to engage Presenter to provide appearance and performance services for the Show identified below;

WHEREAS, Presenter represents that Presenter has the skill, experience and availability to perform the services described in this Agreement and is willing to do so under the terms and conditions set forth herein;

WHEREAS, the parties desire to set forth their respective obligations with respect to the Show, compensation, confidentiality and other matters as set forth in this Agreement.

Show Identification

Show Name:    Venue:

Scheduled Performance Date:    Scheduled Performance Time:

Scope of Work

Presenter shall perform the services described in this section and shall provide all labor, materials and supervision necessary to complete the services except as otherwise specified. Presenter agrees to comply with the Producer's reasonable rules for the Show and coordinate arrival, setup, performance and strike times with Producer.

Payment Terms

In consideration for the services to be provided by Presenter, Producer shall pay Presenter the total fee and according to the schedule set forth below. All payments are exclusive of applicable taxes unless otherwise stated.

Deposit Amount:    Due on or before:

Balance Due:    Due on or before:

Late Payment: Any payment not received within days after the due date shall incur a late fee equal to of the overdue amount per month, compounded monthly, and Producer shall be responsible for any costs of collection, including reasonable attorneys' fees.

Term and Termination

Term Commencement Date:    Term End 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. Additionally, either party may terminate without cause upon days' prior written notice to the other party; in such case, Producer shall pay Presenter for services performed through the effective date of termination and for any non-cancellable obligations incurred prior to termination.

Confidentiality

Each party (the "Receiving Party") shall maintain in strict confidence and shall not disclose or use any Confidential Information of the other party (the "Disclosing Party") except as necessary to perform its obligations hereunder. "Confidential Information" means non-public information disclosed in connection with this Agreement, including but not limited to financial terms, business plans, technical data, client lists and proprietary materials, whether oral, written or electronic.

The obligations of confidentiality shall not apply to information that: (a) becomes publicly known through no breach of this Agreement; (b) was already known to the Receiving Party prior to disclosure as evidenced by written records; (c) is lawfully obtained from a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. The confidentiality obligations set forth herein shall survive termination of this Agreement for years.

Indemnification and Insurance

Presenter shall indemnify, defend and hold harmless Producer, its officers, agents and employees from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Presenter's breach of this Agreement, negligence or willful misconduct. Producer shall maintain general liability insurance covering the Show venue and Presenter shall maintain appropriate liability insurance for Presenter’s activities at the Show, and upon request shall provide certificates of insurance.

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 conflict of laws principles. The parties shall first attempt to resolve disputes in good faith by negotiation. If unresolved, disputes shall be resolved by binding arbitration conducted in the county where Producer's principal place of business is located, unless the parties mutually agree otherwise.

Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Producer may assign to an affiliate or successor in interest. Amendment: This Agreement may be amended or modified only by a written instrument signed by both parties. Severability: If any provision of this Agreement is held invalid, the remainder shall remain in full force and effect.

Entire Agreement

This Agreement, including all schedules and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

Execution: This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Electronic or facsimile signatures shall have the same force and effect as originals.

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