Conference Center Agreement

CONFERENCE CENTER AGREEMENT

This Conference Center Agreement (the "Agreement") is made and entered into as of by and between:

WHEREAS

WHEREAS, Conference Center operates meeting and event facilities and provides event management, set-up and related services; and

WHEREAS, Client desires to engage Conference Center to provide facility space and services for the event described herein and Conference Center is willing to provide such services under the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants set forth in this Agreement, the parties agree as follows:

SCOPE OF WORK

Conference Center shall provide the facilities and services for the event as described below. Client represents that the description below is complete and accurate and will provide advance notice of any material changes.

PAYMENT TERMS

Client shall pay Conference Center fees as set forth below. All amounts are due in United States dollars unless otherwise specified.

Balance must be received by Conference Center no later than days prior to the Event Date. Late payments shall incur a late fee of per month on the outstanding balance, compounded monthly.

Unless otherwise stated, fees do not include applicable taxes, gratuities, or third-party service charges, which shall be the responsibility of Client.

Credit Card    Check    Wire Transfer    Other

TERM AND TERMINATION

This Agreement commences on and continues through unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon providing written notice at least days prior to termination. Termination for cause is permitted where a material breach remains uncured for a period of thirty (30) days after written notice specifying the breach. Termination by Client may be subject to cancellation fees as set forth below.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in confidence and not disclose to any third party any confidential information of the other party (the "Disclosing Party") learned in connection with this Agreement, except as required by law or to perform the obligations under this Agreement. Confidential information does not include information that is independently developed by the Receiving Party without use of the Disclosing Party's confidential information, or information that is or becomes public other than by breach of this Agreement. The Receiving Party shall use at least the same degree of care to protect such confidential information as it uses to protect its own confidential information, but in no event less than reasonable care.

INSURANCE, LIABILITY AND INDEMNIFICATION

Client shall obtain and maintain, at its expense, commercial general liability insurance covering the Event with limits not less than $1,000,000 per occurrence and $2,000,000 aggregate, or such higher limits as reasonably requested by Conference Center. Client shall provide a certificate of insurance naming Conference Center as an additional insured at least days prior to the Event Date.

Each party shall be responsible for its own negligence. Client agrees to indemnify, defend and hold harmless Conference Center, its officers, employees and agents from and against any claims, losses, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of Client's use of the facilities, acts or omissions of attendees, or breach of this Agreement.

FORCE MAJEURE

Neither party shall be liable for delay or failure to perform any obligation under this Agreement to the extent such delay or failure is caused by events beyond the reasonable control of the affected party, including acts of God, natural disaster, pandemic, fire, flood, civil disturbance, strike, labor dispute, governmental action or power failure ("Force Majeure Event"). The affected party shall give prompt written notice to the other party and shall use reasonable efforts to resume performance.

FACILITY RULES AND PERMITS

Client shall ensure attendees comply with all facility rules, laws, and regulations. Client is responsible for obtaining any permits or licenses required for the Event, including but not limited to permits for amplified sound, alcohol service, or special displays. Client shall be liable for damage to Conference Center property caused by the Event or attendees and shall reimburse Conference Center for repair or replacement costs.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof, supersedes all prior agreements, understandings and negotiations, and may be amended only by a written instrument executed by both parties.

MISCELLANEOUS

Any notice 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 designates in writing. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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