Club Host Agreement

CLUB HOST AGREEMENT

This Club Host Agreement ("Agreement") is entered into as of Effective Date: by and between Club Name: , a Entity Type: Corporation LLC Individual , with principal place of business at (hereinafter "Club"), and Host Name: , a Entity Type: Corporation LLC Individual , with principal place of business at (hereinafter "Host"). Club and Host are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Club operates the venue and facilities located at and offers space for events and entertainment; and

WHEREAS, Host provides hosting services, talent coordination, promotional activities and event oversight as further described in this Agreement; and

WHEREAS, the Parties wish to set forth the terms by which Host will host events at Club on the terms set forth below, including the Event scheduled for Event Date: at Event Location: .

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. ENGAGEMENT AND SERVICES

1.1 Engagement. Club hereby engages Host, and Host accepts such engagement, to provide hosting services for events at the Club as described in Schedule A: Services. Host shall perform the services in a professional manner consistent with industry standards.

2. COMPENSATION; PAYMENT

2.1 Fee. Club shall pay Host a hosting fee in the amount of $ for each Event, unless otherwise agreed in writing. Payment is subject to the schedule in Section 2.2.

2.2 Payment Schedule. Unless otherwise stated, Club shall pay a deposit of $ upon execution of this Agreement and the balance within days after the Event. Any amounts not paid when due shall accrue interest at a rate of .

3. TERM; TERMINATION

3.1 Term. The term of this Agreement shall commence on Start Date: and continue until End Date: , unless earlier terminated as provided herein.

3.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party upon written notice and a cure period of days if the breach remains uncured. Termination shall not relieve either Party of obligations accrued prior to termination.

3.3 Immediate Termination. Club may immediately terminate this Agreement if Host engages in conduct that materially endangers patrons, violates law, or materially damages Club property.

4. INDEPENDENT CONTRACTOR

Host is an independent contractor and not an employee, agent, or partner of Club. Host shall be solely responsible for all taxes, withholdings, benefits, and other obligations arising from Host’s performance of services.

5. HOST AND CLUB OBLIGATIONS

5.1 Host Obligations. Host shall: (a) arrive at least before Event start; (b) manage talent and programming; (c) comply with Club policies; and (d) not engage in discriminatory or unlawful conduct.

5.2 Club Obligations. Club shall: (a) make the Event space available at agreed times; (b) provide agreed sound, lighting, and security as set forth in Schedule B; and (c) maintain required licenses and permits for operation of the venue.

6. INSURANCE; INDEMNIFICATION

6.1 Insurance. Host shall maintain commercial general liability insurance with limits not less than $ per occurrence and shall furnish certificates of insurance naming Club as additional insured when requested.

6.2 Indemnification. Host shall indemnify, defend and hold harmless Club and its directors, officers, employees and agents from and against any and all claims, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising out of Host’s negligent acts, omissions or willful misconduct in connection with the Event. Club shall indemnify Host to the extent arising from Club’s gross negligence or willful misconduct.

7. CONFIDENTIALITY

Each Party shall keep confidential and not disclose to third parties non-public information of the other Party obtained in connection with this Agreement, except as required by law or to enforce rights under this Agreement. Confidential information does not include information that is or becomes public through no fault of the receiving Party.

8. PUBLICITY; INTELLECTUAL PROPERTY

Host grants Club a limited license to use Host’s name, logo and promotional materials solely to advertise the Event. Except as expressly provided herein, each Party retains all right, title and interest in its intellectual property.

9. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has full power and authority to enter into this Agreement, that the performance of its obligations will not violate any law or any agreement with a third party, and that it will comply with all applicable laws and venue rules in the performance of this Agreement.

10. LIMITATION OF LIABILITY

Except for liability arising from gross negligence or willful misconduct, in no event shall either Party be liable to the other for incidental, consequential, special or punitive damages, and each Party’s aggregate liability for any claim arising out of or related to this Agreement shall be limited to the total fees paid or payable to Host under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

11. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as a Party may designate in writing.

12. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by both Parties. No waiver of any breach shall be effective unless in writing and signed by the Party granting the waiver. This Agreement may be executed in counterparts, each of which shall be deemed an original.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction in which the Club's principal place of business is located, without regard to conflict of laws principles. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14. MISCELLANEOUS PROVISIONS

The Parties shall comply with all applicable laws, ordinances and regulations in the performance of this Agreement. Any provision that by its nature should survive termination shall survive, including confidentiality, indemnification and limitation of liability.

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