Conference Services Agreement

CONFERENCE SERVICES AGREEMENT

This Conference Services Agreement ("Agreement") is entered into as of by and between Service Provider Name: , a , with its principal place of business at ; and Client Name: , a , with its principal place of business at .

RECITALS

WHEREAS, Service Provider is engaged in the business of providing conference planning, venue coordination, audio-visual support, and related services; and

WHEREAS, Client desires to retain Service Provider to provide conference services for the event identified below, and Service Provider is willing to provide such services on the terms and conditions set forth herein;

WHEREAS, the parties intend that this Agreement set forth their respective rights and obligations with respect to the planning, staging and operation of the conference.

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

1. EVENT DETAILS

Event Name:

Event Location:

Event Start Date:    Event End Date:

Estimated Number of Attendees:

2. SCOPE OF SERVICES

Service Provider shall provide conference management services including, but not limited to: venue coordination, on-site management, registration services, audiovisual and technical support, staff and labor, signage and wayfinding, and third-party contractor management as specifically described in the scope below. Service Provider's obligations shall include reasonable supervision and direction of personnel and vendors retained by Service Provider.

3. FEES, DEPOSITS AND PAYMENT

Client shall pay Service Provider the fees described below. Fees are exclusive of taxes, permits, and taxes payable by Client unless otherwise stated.

All amounts unpaid after the due date shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client shall be responsible for all reasonable collection costs, including attorneys' fees, incurred by Service Provider in collecting unpaid amounts.

4. CHANGES; ADDITIONAL SERVICES

Client may request changes to the scope of services. Service Provider shall provide a written change order specifying any additional fees or time required. No change shall be effective unless agreed in writing by authorized representatives of both parties. Service Provider may charge a change order administration fee in an amount set forth in the applicable change order.

5. CANCELLATION AND TERMINATION

Client may cancel the event by providing written notice to Service Provider. If Client cancels more than days prior to the event, Service Provider shall refund any amounts paid less any non-recoverable third-party costs. If Client cancels within days prior to the event, Client shall pay a cancellation fee equal to of the total fee, plus any non-recoverable third-party costs.

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of obligation to pay for services rendered and commitments made prior to termination.

6. CLIENT RESPONSIBILITIES

Client shall timely provide all event content, materials, approvals, and access required for Service Provider to perform. Client shall ensure that the venue and third-party vendors cooperate with Service Provider. Client is responsible for compliance with venue rules and applicable law in Client's use of the venue.

7. INSURANCE AND INDEMNITY

Service Provider shall maintain commercial general liability insurance and workers' compensation as required by law. Client shall maintain property and liability insurance covering Client's exhibits, materials and personnel. Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third-party claims arising from the indemnifying party's negligence, willful misconduct, or breach of this Agreement, except to the extent caused by the indemnitee's gross negligence or willful misconduct.

8. CONFIDENTIALITY

Each party agrees that during the term of this Agreement and for a period of two (2) years thereafter it will not disclose or use Confidential Information of the other party except as necessary to perform its obligations hereunder. "Confidential Information" includes non-public business, financial and technical information disclosed in connection with this Agreement, but does not include information that is or becomes publicly available through no breach of this Agreement or that is rightfully received from a third party without restriction.

9. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Client retains all intellectual property rights in materials provided by Client, and Service Provider retains all intellectual property rights in materials, templates, processes and documentation developed by Service Provider prior to or independently of this Agreement. To the extent Service Provider creates custom deliverables specifically for Client and invoices Client for such deliverables, Service Provider assigns to Client all right, title and interest in such deliverables upon full payment, except for Service Provider's pre-existing proprietary tools and methodologies which remain the exclusive property of Service Provider.

10. FORCE MAJEURE

Neither party shall be liable for delay or failure to perform its obligations under this Agreement (other than payment obligations) if such delay or failure is caused by circumstances beyond its reasonable control, including acts of God, governmental action, labor disputes, utility failures, pandemics, or other events of force majeure. The affected party shall promptly notify the other party and use commercially reasonable efforts to resume performance.

11. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses set forth below or to such other address as a party may designate by notice.

13. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. The failure of either party to enforce any provision shall not constitute a waiver of such provision or any other provision. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. This Agreement, together with any exhibits or attachments referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether oral or written. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15. MISCELLANEOUS

Relationship of the Parties. The parties are independent contractors and nothing in this Agreement shall create a partnership, joint venture, employment relationship, or agency. Neither party shall have authority to bind the other except as expressly provided in this Agreement.

Subcontractors. Service Provider may engage subcontractors and vendors to perform portions of the services, provided Service Provider shall remain responsible for their performance and compliance with the terms of this Agreement.

EXECUTION

The parties have executed this Agreement as of the date first written above.

Sign Now