Golf Event Development Agreement

Golf Event Development Agreement

This Golf Event Development Agreement ("Agreement") is made and entered into as of by and between:

WHEREAS

WHEREAS, Client desires to engage Developer to plan, develop and manage a golf tournament and associated events (the "Event") on the terms set forth herein; and

WHEREAS, Developer has represented that Developer has the experience, personnel, relationships and resources necessary to develop, produce and manage the Event in accordance with the requirements set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to development, production, marketing and operation of the Event.

1. SCOPE OF WORK

Developer shall perform the services described below and in any attachments incorporated by reference. Developer shall act as an independent contractor and shall furnish all personnel, equipment and materials necessary to perform the services.

2. PAYMENT TERMS

Client shall pay Developer the amounts set forth below in consideration for the services rendered under this Agreement. All payments are non-refundable except as expressly provided herein.

Late payments shall accrue interest at the rate of commencing days after the invoice due date. Client shall also reimburse Developer for reasonable collection costs and attorneys' fees incurred in enforcing payment obligations.

3. TERM AND TERMINATION

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' written notice to the other party. Either party may terminate immediately for material breach of this Agreement that remains uncured after thirty (30) days' written notice. Termination shall not relieve Client of obligations to pay for services performed and expenses incurred prior to termination.

4. CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential and shall not disclose or use any Confidential Information of the other party (the "Disclosing Party") except as necessary to perform its obligations under this Agreement. "Confidential Information" includes non-public business information, proprietary materials, attendee lists, sponsorship terms, pricing, financial projections and marketing plans. Confidential Information does not include information that: (a) is or becomes publicly known without breach; (b) is received from a third party without restriction; or (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

Upon termination or upon request, the Receiving Party shall return or destroy all Confidential Information and certify such return or destruction in writing.

5. INTELLECTUAL PROPERTY

All pre-existing intellectual property of each party remains the sole property of that party. Materials created specifically for the Event by Developer (including marketing collateral, course designs, registration platforms and logos created by Developer) shall be owned by Developer, subject to a perpetual, royalty-free license to Client to use such materials for the Event and related promotions. Any work-for-hire provisions shall be expressly set forth in writing.

6. INDEMNIFICATION; INSURANCE

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against claims arising out of the indemnifying party's negligent acts or willful misconduct in connection with this Agreement. Developer shall maintain general liability insurance with limits sufficient for events of comparable size and shall provide certificates of insurance upon request.

7. FORCE MAJEURE

Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, governmental action, strikes, civil unrest, epidemic or pandemic, or severe weather making the Event impracticable. The affected party shall notify the other promptly and use reasonable efforts to resume performance.

8. ASSIGNMENT

Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, which shall not be unreasonably withheld; provided, however, that either party may assign this Agreement in connection with a sale of substantially all of its assets or business to which this Agreement relates.

9. 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 laws principles.

10. ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any attachments and written exhibits executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements. No amendment or waiver shall be effective unless in writing and signed by both parties.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by notice. Notices shall be deemed effective upon delivery if by hand or courier, three (3) business days after deposit in the mail with first-class postage prepaid, or upon confirmed transmission if sent by electronic mail.

12. MISCELLANEOUS

The parties agree that any dispute arising out of or related to this Agreement that is not resolved by good faith negotiations shall be resolved by binding arbitration before a single arbitrator in accordance with the commercial arbitration rules applicable in the chosen governing jurisdiction. The prevailing party shall be entitled to recover reasonable attorneys' fees and costs incurred in enforcing this Agreement.

Neither party shall make public announcements or press releases concerning this Agreement or the Event without the other party's prior written consent, except as required by law.

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