Food Industry Foodie Summit Agreement

FOOD INDUSTRY FOODIE SUMMIT AGREEMENT

This Food Industry Foodie Summit Agreement ("Agreement") is entered into as of the Effective Date set forth below by and between the parties identified in the signature block. Organizer and Participant agree as follows:

WHEREAS

WHEREAS, Organizer: is producing an event known as the Food Industry Foodie Summit (the "Summit") for industry networking, product showcase and educational programming;

WHEREAS, Participant: wishes to participate in the Summit as a vendor, speaker, sponsor or exhibitor under the terms set forth herein;

WHEREAS, the parties desire to set forth the scope, payment, obligations and other terms applicable to Participant's engagement at the Summit.

SUMMIT DETAILS

Start Date:    End Date:

SCOPE OF WORK

Organizer engages Participant and Participant agrees to perform the services and obligations described below in connection with the Summit. Participant shall comply with Organizer's site rules, event schedule and any written specifications provided prior to the Summit.

PAYMENT TERMS

In consideration for the rights and services set forth in this Agreement, Participant shall pay Organizer fees in accordance with the following terms.

Late Payment: Interest shall accrue on any overdue amount at a rate of or the maximum rate permitted by law, whichever is lower. Participant shall also be responsible for collection costs and reasonable attorneys' fees.

TERM AND TERMINATION

This Agreement commences on the Effective Date: and continues until the conclusion of the Summit and final settlement of accounts, unless earlier terminated as set forth below.

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for days after written notice. Organizer may terminate immediately for Participant's failure to comply with health, safety or venue requirements or for conduct that materially harms the Summit.

CONFIDENTIALITY

"Confidential Information" means nonpublic information disclosed by either party, whether oral, written or electronic, that is designated confidential or that a reasonable person would understand to be confidential given the nature of the information. Confidential Information expressly includes attendee lists, pricing, proprietary presentation materials and marketing plans.

Each party shall (a) protect Confidential Information of the other party using at least the same degree of care it uses to protect its own similar information, but no less than reasonable care; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or vendors who have a need to know and are bound by confidentiality obligations at least as protective as those herein. The foregoing obligations shall not apply to information that (i) is or becomes generally known to the public other than by breach of this Agreement; (ii) was known to the receiving party prior to disclosure without restriction; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of Confidential Information.

The obligations under this Section survive for three (3) years following the termination or expiration of this Agreement. Breach of confidentiality shall entitle the non-breaching party to injunctive relief in addition to any other remedies available at law or in equity.

INSURANCE AND INDEMNIFICATION

Participant shall maintain commercial general liability insurance and, where applicable, product liability and liquor liability coverage, each with limits adequate for the scale of Participant's activities at the Summit. Participant shall name Organizer as an additional insured to the extent required by Organizer in writing prior to the Summit.

Participant agrees to indemnify, defend and hold Organizer and its officers, directors, agents and employees harmless from and against any claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Participant's negligence, willful misconduct, breach of this Agreement, or Participant's acts or omissions in connection with the Summit.

INTELLECTUAL PROPERTY

Each party retains all right, title and interest in its pre-existing intellectual property. Participant grants Organizer a non-exclusive, royalty-free license to use Participant's trade name, trademark and logo solely for promotion of the Summit and to identify Participant as an exhibitor or sponsor, subject to Participant's prior written approval of any use that is not reasonably related to event promotion.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation. If the parties are unable to resolve a dispute through negotiation within 30 days, either party may pursue any remedies available under applicable law.

LIMITATION OF LIABILITY

Except for breaches of confidentiality or indemnification obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and each party's aggregate liability arising under this Agreement shall not exceed the total fees actually paid by Participant to Organizer under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any documents incorporated by reference and any written exhibits executed by the parties, constitutes the entire agreement between Organizer and Participant with respect to the Summit and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment or modification of this Agreement must be in writing and executed by both parties.

MISCELLANEOUS

Assignment: Participant may not assign or delegate its rights or obligations under this Agreement without Organizer's prior written consent. Any assignment in violation of this provision is void.

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 either party may designate by notice to the other.

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