Event Theatre Magazine

EVENT THEATRE MAGAZINE — GENERAL BUSINESS AGREEMENT

This General Business Agreement (the Agreement) is entered into as of Day: Month: Year: by and between:

Publisher Name:

and

Client Name:

WHEREAS

WHEREAS, Publisher operates and publishes Event Theatre Magazine, a periodical devoted to coverage of live theatre, events, and related cultural programming; and

WHEREAS, Client desires to engage Publisher to provide publication, advertising placement, editorial contribution, or related promotional services for the Client as set forth in this Agreement; and

WHEREAS, Publisher has represented that it has the capability and expertise to provide the services described below and Client wishes to retain Publisher on the terms and conditions set forth in this Agreement.

SCOPE OF WORK

Publisher shall perform the following services for Client in accordance with the specifications and schedule set forth below. Services and deliverables shall be deemed accepted when Publisher delivers the final materials and Client provides written approval or fails to provide comments within the review period specified in this Agreement.

PAYMENT TERMS

Client shall pay Publisher the fees set forth below in consideration for the services and deliverables described in the Scope of Work. All fees are due in accordance with the payment schedule below.

Any amount not paid when due shall bear interest at the lesser of (a) % per month, compounded monthly; or (b) the maximum rate permitted by applicable law. Client shall also reimburse Publisher for all reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on the Start Date below and shall terminate on the End Date below unless earlier terminated in accordance with this section.

Start Date:     End Date:

Either party may terminate this Agreement for material breach by the other party that remains uncured for a period of days after written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services rendered and costs reasonably incurred through the effective date of termination.

CONFIDENTIALITY

Each party shall hold in confidence and not disclose to any third party any confidential or proprietary information of the other party disclosed in connection with this Agreement ("Confidential Information"), except to that party's employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that is or becomes generally available to the public other than by disclosure in breach of this Agreement, or which is rightfully received from a third party without restriction.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of years.

INTELLECTUAL PROPERTY AND LICENSE

Unless otherwise agreed in writing, Client grants Publisher a non-exclusive, royalty-free license to reproduce, distribute and display Client-provided materials solely for the purposes of performing Publisher's obligations under this Agreement. Publisher retains all right, title and interest in Publisher-created content, layout, design and editorial materials, subject to any limited license expressly granted to Client in writing.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third-party claim, liability, loss or expense (including reasonable attorneys' fees) arising out of (a) the indemnifying party's breach of any representation or warranty or (b) the negligence or willful misconduct of the indemnifying party.

GOVERNING LAW

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 consent to the exclusive jurisdiction of the state and federal courts located in that state for any disputes arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any attachments, schedules or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate in writing in accordance with this section. Notices shall be deemed given upon personal delivery, one business day after delivery to a nationally recognized overnight courier, or three business days after deposit in the U.S. mail, postage prepaid.

ADDITIONAL PROVISIONS

Relationship of Parties: The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship. Neither party has authority to bind the other except as expressly set forth herein.

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