Business Show Template

BUSINESS SHOW TEMPLATE

This Business Show Agreement (the "Agreement") is made effective as of Effective Date: by and between Producer Name: and Presenter Name: .

PARTY CONTACTS

RECITALS

WHEREAS, Producer is in the business of developing, producing and managing business shows, exhibitions and related promotional events (the "Show") and has the capacity and expertise to perform the services described in this Agreement; and

WHEREAS, Presenter desires to engage Producer to produce and operate the Show on the terms and conditions set forth in this Agreement and Producer is willing to provide such services subject to the terms below; and

WHEREAS, the parties wish to set forth herein the scope of work, payment terms, confidentiality obligations and other material terms necessary for the planning and execution of the Show.

SCOPE OF WORK

Producer shall perform the services described below and in any attachments incorporated into this Agreement. The parties acknowledge that a detailed description of deliverables, milestones and staffing will be provided in writing and signed by both parties where required.

Start Date:    End Date:

PAYMENT TERMS

In consideration for the services to be provided by Producer, Presenter shall pay Producer the fees and reimburse expenses in accordance with this section. All amounts are payable in lawful currency of the United States unless otherwise agreed in writing. Producer shall invoice Presenter in accordance with the payment schedule below.

Any amount not paid within days of the invoice due date shall incur interest at the rate of or the maximum rate permitted by law, whichever is lower. Presenter is also responsible for all reasonable collection costs and fees incurred by Producer in enforcing payment obligations.

TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and shall continue in full force until End Date: unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement for any reason upon providing written notice to the other party not less than days prior to the effective termination date. Termination shall not relieve Presenter of obligations to pay for services performed and commitments made prior to the effective date of termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in strict confidence all non-public, proprietary or confidential information disclosed by the other party (the "Disclosing Party") and shall not disclose such information to any third party except as expressly permitted in this Agreement. "Confidential Information" includes business plans, financial information, exhibitor lists, trade secrets, pricing and technical information, but excludes information that is (a) publicly known through no fault of the Receiving Party, (b) known to the Receiving Party prior to disclosure, (c) rightfully obtained from a third party without obligation of confidentiality, or (d) required to be disclosed by law or court order provided the Receiving Party provides prompt notice to the Disclosing Party where legally permitted.

The confidentiality obligations shall survive termination of this Agreement for a period of years, except with respect to trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of this Agreement, negligence or willful misconduct. The total aggregate liability of either party for direct damages arising out of or relating to this Agreement shall not exceed , except for liability arising from gross negligence, willful misconduct or infringement of intellectual property.

GOVERNING LAW

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 submit to the exclusive jurisdiction of the state and federal courts located within that state for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any attachments or schedules explicitly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, agreements, representations and understandings, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Notices required under this Agreement shall be given in writing to the addresses provided in the Party Contacts section and shall be deemed delivered upon personal delivery, confirmed delivery by courier, or three days after deposit in the United States mail, postage prepaid, certified or registered mail. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

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