Event Club Template

EVENT CLUB TEMPLATE

This Event Club Agreement ("Agreement") is entered into as of Effective Date: by and between Club Name: and Partner Name: .

WHEREAS

WHEREAS, Club Name is organized to operate a membership-based event club that plans, markets, and produces social and recreational events for members and invited guests; and

WHEREAS, Partner Name has experience, personnel and resources to provide event management, vendor coordination, and related services as set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the planning, promotion, operation and financial terms for events conducted by Club Name under the terms below.

SCOPE OF WORK

The Partner shall perform the services described above at Location: and shall coordinate with Club Name's designated representative: .

PAYMENT TERMS

Total Fee: $ payable according to the following schedule: Deposit of $ due upon execution, and the remaining balance of $ due no later than .

All invoices are payable in United States dollars. Late payments shall accrue interest at a rate of on the outstanding balance, or the maximum rate permitted by law, whichever is less. Payments shall be made to Payment Address:

TERM AND TERMINATION

Term Commencement Date: and Term Expiration Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice delivered at least prior to the intended termination date. Either party may terminate for cause if the other party materially breaches any obligation hereunder and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Upon termination, Partner shall deliver to Club Name all work-in-progress, materials, and final deliverables completed as of the termination date. Club Name shall pay Partner for all undisputed services performed and reimbursable expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Recipient shall: (a) keep Confidential Information strictly confidential using at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care; (b) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

Confidential Information does not include information that is: (i) publicly known through no fault of Recipient; (ii) rightfully received from a third party without restriction; (iii) independently developed by Recipient without use of Discloser's Confidential Information; or (iv) required to be disclosed by law, provided Recipient gives Discloser prompt notice and cooperates in any lawful effort to limit the disclosure. The obligations in this section shall survive termination for a period of three (3) years, except for trade secrets which shall be protected for as long as they remain trade secrets.

INDEMNIFICATION AND LIABILITY

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against all third-party claims, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence or willful misconduct in connection with the performance of this Agreement. Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality or indemnification obligations, neither party shall be liable for any special, incidental, consequential or punitive damages, and each party's aggregate liability to the other shall be limited to direct damages not to exceed the total fees paid under this Agreement in the twelve (12) months preceding the claim.

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 law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations or communications, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

Notices required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses set forth below or to such other address as either party may designate by notice. Notice shall be effective upon receipt.

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