Entertainment Arcade Proposal

ENTERTAINMENT ARCADE PROPOSAL

Proposal Date:    Proposal No.:

Parties

Recitals

WHEREAS, Proposer conducts an entertainment arcade business providing arcade machines, redemption systems, and attendant services under the name ;

WHEREAS, Client owns or controls the Venue located at and desires to host an arcade attraction on the premises; and

WHEREAS, the parties wish to set forth terms under which Proposer will install, operate, maintain and remove arcade equipment and provide related services at the Venue.

Scope of Work

Proposer shall supply, install and operate the arcade equipment and provide attendant, maintenance and redemption services as detailed below.

Payment Terms

The Client shall compensate Proposer in accordance with the payment schedule below. All amounts are stated in U.S. dollars unless otherwise specified.

All undisputed invoices not paid within the Payment Due period shall bear the Late Fee set forth above. Any payment disputes must be submitted in writing within ten (10) days of receipt of invoice; undisputed portions remain payable.

Term and Termination

This Proposal, upon acceptance, will become a binding agreement for the term specified below unless earlier terminated as provided herein.

Either party may terminate for material breach that remains uncured for thirty (30) days following written notice. Client may require removal of equipment within fifteen (15) days after termination unless otherwise agreed.

Confidentiality

Each party shall treat as confidential all non-public business information disclosed by the other party in connection with this Agreement, including but not limited to financial terms, customer data, trade secrets, operational processes and technical specifications ("Confidential Information"). Confidential Information shall not include information that is or becomes publicly available through no fault of the receiving party, that was lawfully received from a third party without restriction, or that is independently developed without reference to the disclosing party's Confidential Information.

The receiving party shall use Confidential Information solely to perform its obligations hereunder and shall restrict disclosure to employees and contractors who have a need to know and are bound by confidentiality obligations no less protective than those herein. Obligations of confidentiality shall survive termination for a period of three (3) years.

Insurance, Indemnity and Compliance

Proposer shall maintain commercial general liability insurance, property damage insurance and workers' compensation as required by law and shall name Client as an additional insured for operations at the Venue where applicable. Evidence of insurance shall be provided to Client upon request prior to installation.

Each party shall indemnify, defend and hold harmless the other party from and against claims, liabilities, losses and expenses arising out of its negligent acts or willful misconduct in connection with performance under this Agreement, subject to applicable limitations of liability agreed in writing.

Proposer shall comply with all applicable laws, codes, permits and Venue rules in performing services and obtaining required approvals at its cost unless otherwise agreed in writing.

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the governing jurisdiction set forth above, without regard to choice of law principles. Any dispute arising out of or related to this Agreement shall be resolved in the courts of that jurisdiction.

This document, together with any exhibits, schedules and attachments specifically incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No modification shall be effective unless in writing and signed by both parties.

Acceptance

By signing below, the parties acknowledge that they have read, understood and agree to be bound by the terms of this Proposal. Upon execution by both parties, this Proposal becomes a binding agreement enforceable in accordance with its terms.

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