Golf Simulation Agreement

GOLF SIMULATION AGREEMENT

This Golf Simulation Agreement (the Agreement) is entered into as of Effective Date: by and between Provider Name: and Client Name: .

RECITALS

WHEREAS, Provider operates and maintains a commercial golf simulation facility and provides simulation services, equipment, and related amenities; and

WHEREAS, Client wishes to retain Provider to perform golf simulation services for practice, instruction, events, or private use under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their rights and obligations with respect to the provision, use, and payment for the golf simulation services and associated equipment.

SCOPE OF WORK

Provider shall furnish the following services and related equipment for Client in accordance with this Agreement:

PAYMENT TERMS

Client shall pay Provider the fees described below in consideration for the services and use of equipment. Fees due under this Agreement do not include applicable taxes unless otherwise stated.

All payments are due in U.S. dollars unless otherwise agreed in writing. Provider may suspend services for overdue accounts after providing written notice as set forth in the Termination section.

TERM AND TERMINATION

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

Either party may terminate this Agreement without cause upon written notice at least days prior to the effective termination date.

Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Provider for all services performed, hours of simulator usage, and costs incurred through the effective date of termination. Client shall return or make available for collection all Provider-owned equipment and remove Client-owned property from Provider premises within a reasonable period.

CONFIDENTIALITY

Each party (a Receiving Party) shall keep confidential and shall not disclose or use any non-public proprietary or confidential information of the other party (Disclosing Party) disclosed in connection with this Agreement, except as necessary to perform obligations under this Agreement or as required by law. Confidential information does not include information that: (a) is or becomes publicly available other than by breach of this Agreement; (b) was known to the Receiving Party prior to disclosure without obligation of confidentiality; or (c) is independently developed by the Receiving Party without use of the Disclosing Party’s confidential information.

The Receiving Party shall employ at least the same standard of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Breach of confidentiality shall entitle the Disclosing Party to injunctive relief in addition to any other remedies available at law or equity.

EQUIPMENT, USE, AND DAMAGE

Client acknowledges that Provider’s simulation equipment, software licenses, and peripherals remain the property of Provider. Client shall use equipment only for its intended purpose and in accordance with posted or provided operational rules. Client shall be responsible for damage to equipment caused by Client’s negligence or willful misconduct and shall reimburse Provider for reasonable repair or replacement costs.

INSURANCE AND LIABILITY

Provider and Client shall each maintain commercially reasonable general liability insurance covering their respective activities under this Agreement. Client assumes all risk of personal injury arising from participation in simulator activities, except to the extent caused by Provider’s gross negligence or willful misconduct.

To the fullest extent permitted by law, neither party shall be liable for incidental, consequential, punitive, or special damages, and each party's aggregate liability for claims arising out of this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) months preceding the event giving rise to liability.

INDEMNIFICATION

Client shall defend, indemnify, and hold harmless Provider, its officers, agents, and employees from and against any claims, losses, liabilities, damages, costs, and expenses (including reasonable attorney fees) arising out of Client’s use of the simulation facility, Client’s negligence, willful misconduct, or breach of this Agreement.

FORCE MAJEURE

Neither party shall be liable for delay or failure to perform its obligations under this Agreement to the extent such delay or failure is caused by events beyond the reasonable control of the affected party, including acts of God, fire, flood, pandemic, strikes, shortages of materials, civil unrest, or governmental actions. The affected party shall notify the other party promptly and use commercially reasonable efforts to resume performance.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation. If unresolved, disputes shall be submitted to the exclusive jurisdiction of the courts located in that state.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any appendices or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and understandings, whether written or oral. No amendment or modification shall be effective unless in writing and signed by both parties.

MISCELLANEOUS

Relationship of Parties: Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties.

Assignment: Neither party may assign or transfer this Agreement or any rights hereunder without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its business.

NOTICES

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