Event Planning Game Document

EVENT PLANNING GAME DOCUMENT

This Event Planning Game Agreement ("Agreement") is entered into effective as of by and between:

Parties

WHEREAS

WHEREAS, Client Name: seeks to develop, produce and operate an interactive event-planning game (the "Game") for promotional, educational, or entertainment purposes; and

WHEREAS, Planner Name: has experience in designing event-based simulations and agrees to provide services described herein under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to memorialize their understanding with respect to scope, payment, confidentiality and other customary contractual protections.

Scope of Work

Planner shall perform the services described below (collectively, "Services"). Planner shall deliver materials, playbooks, prototypes, participant materials, facilitator guides and setup support as required by the schedule set forth below. The Services include design, testing, and on-site or remote facilitation as agreed.

Payment Terms

Client shall pay Planner the fees set forth below in consideration for the Services. Fees shall be paid in lawful currency, exclusive of applicable taxes unless otherwise required by law.

Any undisputed amount not paid within days after the due date shall accrue interest at a rate of % per month (or the maximum permitted by law, if lower). In addition, a one-time administrative late fee of may be charged.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Confidentiality

Each party (the "Recipient") shall hold in strict confidence all non-public, proprietary or confidential information disclosed by the other party (the "Discloser"), whether disclosed orally, visually or in writing ("Confidential Information"). Confidential Information includes but is not limited to game mechanics, scoring algorithms, participant data, pricing, marketing plans, trade secrets, and facilitator notes.

The Recipient shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors or agents who have a need to know and who are bound by substantially similar confidentiality obligations; and (c) protect Confidential Information with at least the same degree of care as it uses to protect its own confidential information, but no less than reasonable care.

Confidential Information does not include information that: (i) is or becomes publicly known through no wrongful act of the Recipient; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the Recipient without use of the Discloser's Confidential Information; or (iv) is required to be disclosed by law, provided the Recipient gives prompt notice to the Discloser to permit a protective order.

Intellectual Property and License

Unless otherwise expressly agreed in writing, Planner retains all right, title and interest in pre-existing materials and intellectual property developed by Planner outside the scope of this Agreement. Client is granted a non-exclusive, non-transferable, limited license to use deliverables solely for the Client's internal promotional and educational purposes related to the Game. Any transfer, sublicensing, or commercial resale of the Game or underlying materials requires the Planner's prior written consent and may be subject to additional fees.

Representations; Insurance

Each party represents that it has authority to enter into this Agreement. Planner shall maintain commercial general liability and professional liability insurance in amounts reasonably appropriate to the Services and shall provide proof of insurance upon request.

Limitation of Liability

Except for willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of either party arising out of or related to this Agreement shall not exceed the total fees paid by Client to Planner under this Agreement.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflicts of law principles. The parties shall first attempt to resolve disputes through good faith negotiation; if unresolved within 30 days, disputes shall be resolved by binding arbitration conducted in the county specified in the governing state's rules, and judgment on the award may be entered in any court of competent jurisdiction.

Entire Agreement; Amendments

This Agreement, including all exhibits and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. Any modification must be in writing and signed by both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the party's address for notice set forth above, or to such other address as a party designates by written notice in accordance with this section. Notices shall be deemed given upon personal delivery or three business days after deposit with the postal service if mailed by certified mail.

Execution

The parties have executed this Agreement through their duly authorized representatives as of the Effective Date first written above.

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