Event Matchmaking Agreement

EVENT MATCHMAKING AGREEMENT

This Event Matchmaking Agreement (the "Agreement") is made effective as of by and between Organizer Name: located at (Organizer), and Matchmaker Name: located at (Matchmaker).

RECITALS

WHEREAS, Organizer is hosting an event known as scheduled for (Event), and desires professional matchmaking services to introduce and connect attendees, exhibitors, sponsors, or other participants for the purpose of facilitating business relationships; and

WHEREAS, Matchmaker represents that it has experience and expertise in providing event matchmaking services, including identifying, vetting, and arranging introductions between compatible parties, and is willing to provide such services to Organizer on the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the Matchmaker’s provision of matchmaking services for the Event.

SCOPE OF WORK

Matchmaker shall provide the following services in connection with the Event. Services include identification, pre-qualification, outreach, scheduling, and facilitation of introductions between parties reasonably likely to yield business relationships, as further described below.

PAYMENT TERMS

All payments are exclusive of applicable taxes; Organizer shall be responsible for sales, use, or other taxes related to the services unless Matchmaker provides a valid exemption. Matchmaker shall submit invoices in writing in accordance with the payment schedule; Organizer shall pay undisputed amounts within thirty (30) days of receipt of invoice unless otherwise agreed in writing.

TERM AND TERMINATION

This Agreement commences on the Start Date of and shall continue until the Completion Date of , unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective termination date. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within fourteen (14) days after receipt of written notice of the breach.

Upon termination, Organizer shall pay Matchmaker for all services performed and expenses incurred through the effective date of termination in accordance with the Payment Terms.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes attendee lists, sponsor contacts, pricing, business plans, and match profiles.

Each party agrees to (a) hold the other party's Confidential Information in strict confidence, (b) use the Confidential Information solely to perform its obligations 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 at least as restrictive as those contained herein. Confidential Information does not include information that (i) is or becomes publicly known through no breach by the receiving party, (ii) is lawfully received from a third party without an obligation of confidentiality, or (iii) is independently developed without use of the disclosing party’s Confidential Information.

INDEPENDENT CONTRACTOR; INSURANCE

Matchmaker is an independent contractor and not an employee, agent, or legal representative of Organizer. Matchmaker shall be responsible for all federal, state, and local taxes relating to its performance of the services. Matchmaker shall maintain commercially reasonable insurance coverage appropriate to the services provided and, upon request, shall provide Organizer with certificates evidencing such coverage.

LIMITATION OF LIABILITY; INDEMNIFICATION

Except for claims arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special, or punitive damages. Each party shall indemnify and hold harmless the other party from and against any third-party claims arising out of the indemnifying party’s breach of this Agreement, negligence, or willful misconduct, subject to applicable law.

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. Any action to enforce this Agreement shall be brought in the state or federal courts located in that state, and the parties expressly consent to the exclusive jurisdiction of such courts.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all schedules and exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written understandings and agreements. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by written notice to the other in accordance with this provision. Notices shall be effective upon receipt.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement will remain in full force and effect. The parties acknowledge that remedies at law for any breach of certain provisions, including Confidentiality, may be inadequate and that equitable relief, including injunctive relief, may be sought in addition to any other remedies.

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