Legal Boardroom Agreement

LEGAL BOARDROOM AGREEMENT

This Legal Boardroom Agreement ("Agreement") is made and entered into as of Effective Date: by and between Provider Name: , Provider Entity Type: , with principal place of business at (hereinafter "Provider"), and Client Name: , Client Entity Type: , with principal place of business at (hereinafter "Client"). Provider and Client are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Provider owns and operates certain meeting and boardroom facilities and ancillary services located at suitable for corporate meetings, board sessions and similar gatherings; and

WHEREAS, Client desires to reserve and use the boardroom and related services described in this Agreement for the purpose of conducting corporate meetings, and Provider is willing to make the boardroom and services available to Client on the terms and conditions set forth herein; and

WHEREAS, the Parties wish to set forth their respective rights, obligations and liabilities with respect to Client's use of the boardroom and related services.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Boardroom" means the specific conference or meeting room(s) reserved under this Agreement located at the facility address set forth above. "Services" means the equipment, staffing and support services provided by Provider as described in Section 2.

2. SCOPE OF SERVICES

2.1 Provider shall provide Client with exclusive use of the Boardroom during the Reserved Period (defined in Section 3), together with the Services identified on the Reservation Confirmation attached to or referenced by this Agreement. Services may include, without limitation, standard seating, tables, writing surfaces and general venue support.

2.2 Audio/Visual and Support Options (check all that apply): Projector Projection Screen Video Conferencing Teleconference Bridge Whiteboard/Markers

3. RESERVED PERIOD; USE

3.1 Reserved Period. Client's reservation begins on Start Date: at Start Time: and ends on End Date: at End Time: (the "Reserved Period").

3.2 Permitted Use. Client shall use the Boardroom solely for lawful corporate meetings and related activities reasonably incidental thereto. Client shall not permit any hazardous materials, unlawful conduct, or activities that would materially increase Provider's insurance premiums or risk of damage.

4. FEES, PAYMENT AND DEPOSIT

4.1 Fees. Client shall pay Provider fees as follows: Hourly Rate: $ ; Estimated Total Fee: $ .

4.2 Deposit. A security deposit in the amount of $ shall be due upon execution of this Agreement. Provider may retain all or part of the deposit to remedy damage, excessive cleaning costs or other breach by Client.

4.3 Payment Terms. Unless otherwise agreed in writing, all fees and charges are due and payable within days of invoice. Late amounts shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

5. CANCELLATION; TERMINATION

5.1 Cancellation by Client. If Client cancels a reservation less than days prior to the Reserved Period, Client shall remain liable for a cancellation fee equal to of the estimated Total Fee.

5.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within days after receipt of written notice specifying the breach.

6. INSURANCE AND RISK ALLOCATION

6.1 Insurance. Client shall, at its expense, maintain commercial general liability insurance with limits not less than $ per occurrence and shall provide Provider with evidence of such insurance upon request. Provider shall maintain property insurance for the facility.

6.2 Indemnification. Client shall indemnify, defend and hold harmless Provider, its officers, directors, employees and agents from and against all claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or relating to Client's use of the Boardroom or any breach of this Agreement by Client, except to the extent caused by Provider's gross negligence or willful misconduct.

7. ACCESS, SECURITY AND CONDUCT

7.1 Access. Provider shall provide Client reasonable access to the Boardroom during the Reserved Period. Provider may deny access to any individual who poses a security or safety risk.

7.2 Conduct. Client is responsible for the conduct of its attendees and shall ensure compliance with Provider's rules and applicable facility policies. Client shall be liable for any damage, loss or extraordinary cleaning required as a result of Client's use.

8. CONFIDENTIALITY

8.1 Protection of Information. To the extent Client or Provider disclose confidential or proprietary information during the use of the Boardroom, the receiving Party shall protect such information from unauthorized disclosure and use, and shall use at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

9. LIABILITY; LIMITATION OF DAMAGES

9.1 Disclaimer of Consequential Damages. Except for claims arising from willful misconduct or fraud, neither Party shall be liable to the other for consequential, incidental, special or punitive damages, even if advised of the possibility of such damages.

9.2 Aggregate Liability. Provider's aggregate liability for any claim arising under or related to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement for the Reserved Period in which the claim arose.

10. FORCE MAJEURE

Neither Party shall be liable for failure or delay in performance to the extent caused by events beyond the reasonable control of such Party, including acts of God, war, terrorism, strikes, governmental actions, epidemics or pandemics, or utility failures; provided that the affected Party uses reasonable efforts to resume performance.

11. NOTICES

All notices, requests, consents, claims, demands, waivers and other communications hereunder must be in writing and addressed as follows (each a "Notice Address"). Notices shall be delivered by hand, reputable overnight courier, certified mail (return receipt requested) or email where the recipient has consented to electronic delivery.

12. AMENDMENTS; WAIVER; COUNTERPARTS

12.1 Amendments. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

12.2 Waiver. No failure or delay by either Party in exercising any right shall operate as a waiver of that right or any other right, unless a written waiver is executed by the waiving Party.

12.3 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means, including scanned signatures or electronic signature platforms, shall be binding and treated as original signatures.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

13.1 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.

13.2 Entire Agreement. This Agreement, together with any Reservation Confirmation and attachments 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 communications, whether oral or written.

13.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the remainder of this Agreement shall remain in full force and effect and the invalid provision shall be reformed only to the extent necessary to make it enforceable.

14. MISCELLANEOUS PROVISIONS

14.1 Relationship of the Parties. The Parties are independent contractors. Nothing in this Agreement shall create a partnership, joint venture, agency or employment relationship between Provider and Client.

14.2 Performance Standards. Provider shall use commercially reasonable efforts to provide the Boardroom and Services in a professional manner consistent with industry standards.

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