Event Extraordinary Assembly

EVENT EXTRAORDINARY ASSEMBLY AGREEMENT

This Event Extraordinary Assembly Agreement (the Agreement) is entered into between the parties set forth below as of the Effective Date provided in the Term section. Organizer Name: and Host Name: (collectively the Parties).

WHEREAS

WHEREAS, Organizer intends to call and host an extraordinary assembly of members, stakeholders, or invitees for the purpose of conducting urgent business and decisions as set forth in the Agenda; and

WHEREAS, Host has facilities, services, and operational capability to convene and support the Event Extraordinary Assembly and is willing to perform the Scope of Work on the terms and conditions contained herein; and

WHEREAS, the Parties wish to set forth their respective responsibilities, payment terms, confidentiality obligations, and other contractual provisions governing the extraordinary assembly.

ASSEMBLY DETAILS

Quorum requirement:     Proxy allowed:     Virtual participation permitted:

SCOPE OF WORK

Host shall provide the facilities, staffing, equipment, and services necessary to convene and conduct the extraordinary assembly in a professional manner consistent with industry standards and the assembly's stated agenda. Host obligations include, without limitation, the following specific deliverables and responsibilities described by the Parties below.

PAYMENT TERMS

Organizer will pay Host for services and facilities in accordance with the terms below. All amounts are stated in US dollars unless otherwise specified.

Late fee for overdue payments:     Payment address or remittance instructions:

TERM AND TERMINATION

This Agreement shall commence on the effective date and continue through the completion of the extraordinary assembly and final settlement of obligations unless earlier terminated as provided below.

Start Date:     End Date:

Termination for Cause: Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure the breach within the notice period specified above. Termination shall not relieve either Party of obligations accrued prior to termination, including payment obligations.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means non-public information disclosed by one Party to the other Party, whether disclosed orally, visually, or in writing, including but not limited to attendee lists, voting tallies, proprietary materials, and privileged communications related to the extraordinary assembly.

Each Party agrees to (a) maintain the confidentiality of Confidential Information using at least the same degree of care it uses to protect its own confidential information and not less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its officers, employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those contained herein.

Exceptions to Confidentiality include information that: (i) is or becomes publicly available other than by breach of this Agreement; (ii) is independently developed without use of Confidential Information; or (iii) is required to be disclosed by law, provided the receiving Party gives prompt notice to the disclosing Party to permit a protective order or other remedy.

Acknowledge and agree to confidentiality obligations:

RECORDS, MINUTES AND VOTING

Host shall permit Organizer to record proceedings, prepare minutes, and take necessary actions to memorialize votes and resolutions. Host will preserve a copy of minutes and any formal voting records for a period of at least one year following the assembly date unless otherwise required by applicable law.

LIABILITY AND INSURANCE

Each Party shall be responsible for its own acts and omissions. Host shall maintain reasonable commercial general liability insurance covering the assembly activities and provide evidence of such insurance upon request. Neither Party will be liable for indirect, incidental, or consequential damages except to the extent resulting from gross negligence or willful misconduct.

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.

ENTIRE AGREEMENT

This Agreement, including any attachments or written amendments signed by both Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, or agreements, whether written or oral. No amendment or waiver will be effective unless in writing and signed by both Parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable in whole or in part, the remaining provisions will remain in full force and effect and such invalidity or unenforceability will not affect the binding force of any other provision.

Notices required under this Agreement shall be in writing and shall be delivered to the addresses provided by the Parties in writing. Electronic delivery will be sufficient when receipt can be confirmed by return electronic acknowledgment.

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