Legal Green Room Contract

LEGAL GREEN ROOM CONTRACT

This Legal Green Room Contract (the Agreement) is made and entered into as of the Effective Date: by and between Provider Name: with principal place of business at , and Client Name: with principal place of business at . Provider and Client are individually a Party and collectively the Parties.

RECITALS

WHEREAS, Provider owns or controls the premises commonly referred to as the Green Room located at (the Facilities); and

WHEREAS, Client desires to obtain temporary exclusive access to the Green Room during the Scheduled Use Date and Provider is willing to grant such access subject to the terms and conditions set forth herein; and

WHEREAS, the Parties intend for this Agreement to set forth the Parties' respective rights and obligations with respect to the use, maintenance, security and indemnity associated with the Green Room.

NOW, THEREFORE, in consideration of the mutual promises and covenants 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 "Green Room" means the room identified in green_room_location above, including furniture, fixtures and agreed equipment.
1.2 "Scheduled Use Date" means the date and hours of use set forth in Section 2.1.

2. GRANT OF USE; TERM

2.1 Provider grants to Client a non-exclusive, revocable license to occupy and use the Green Room on Scheduled Use Date: during the hours of to subject to the terms of this Agreement.

2.2 Client shall not use the Green Room outside the Scheduled Use Date or hours without Provider's prior written consent.

3. FEES, DEPOSIT, PAYMENT

3.1 Client shall pay the Fee in accordance with the schedule: Payment due within days of invoice unless otherwise agreed in writing. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

4. USE RESTRICTIONS; CONDITION OF PREMISES

4.1 Client shall use the Green Room only for preparatory, dressing and staging activities related to the event and shall not conduct performances or public ticketed activities in the Green Room. Client shall not permit any unlawful act or nuisance in the Green Room.

4.2 Client accepts the Green Room in its current condition and shall, at its expense, return the Green Room to Provider in the same condition, reasonable wear and tear excepted. Client shall be responsible for the cost of repair or replacement for damage caused by Client, its personnel, guests or contractors.

5. SECURITY, ACCESS AND PERSONNEL

5.1 Provider may require security personnel at Client's expense. If required, Client shall pay for security in advance. Provider shall retain sole authority to determine security levels reasonably necessary for protection of persons and property.

6. INSURANCE

6.1 Prior to occupancy, Client shall, at its sole cost and expense, procure and maintain commercial general liability insurance with limits not less than naming Provider as an additional insured to the extent of Provider's interest. Client shall provide certificates of insurance upon request.

7. INDEMNIFICATION

Client shall defend, indemnify and hold harmless Provider and its affiliates, officers, directors and employees from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or relating to Client's use of the Green Room, including claims for bodily injury, property damage, theft, or infringement caused by Client, its agents, employees, contractors or invitees, except to the extent caused by Provider's gross negligence or willful misconduct.

8. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES, REGARDLESS OF THE FORM OF ACTION AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF PROVIDER FOR ANY CLAIM ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CLIENT UNDER THIS AGREEMENT.

9. CONFIDENTIALITY

9.1 Each Party agrees to keep confidential any non-public business or technical information provided by the other Party in connection with this Agreement, and not to disclose such information to third parties except as required by law or to its professional advisors bound by confidentiality. Confidential information does not include information that is or becomes public through no breach of this Agreement.

10. TERMINATION

10.1 Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure the breach within ten (10) days after written notice. Provider may immediately terminate this Agreement for grounds related to safety or security.

10.2 Upon termination, Client shall vacate the Green Room immediately and shall remain liable for payment of any fees, damages or other amounts accrued prior to termination.

11. FORCE MAJEURE

Neither Party shall be liable for failure to perform its obligations hereunder due to events beyond its reasonable control, including acts of God, governmental action, fire, flood, epidemics, strikes, or other extraordinary events. The affected Party shall notify the other promptly and use commercially reasonable efforts to mitigate the effect of such event.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by hand, certified mail (return receipt requested) or overnight courier to the addresses set forth below or such other address as a Party may designate by notice in accordance with this Section.

13. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be valid unless set forth in a written instrument signed by authorized representatives of both Parties. The failure of either Party to enforce any right shall not constitute a waiver of that right.

14. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in the county where the Green Room is located.

15. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

15.1 This Agreement, together with any attachments or riders executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, agreements and understandings, whether written or oral.
15.2 If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
15.3 This Agreement may be executed in counterparts, each of which shall be deemed an original, and electronic signatures shall be deemed binding for all purposes.

16. MISCELLANEOUS PROVISIONS

16.1 Relationship of Parties: The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture or employment relationship.
16.2 Subcontracting: Client may not assign or delegate its obligations without Provider's prior written consent, which shall not be unreasonably withheld when Client assigns to an affiliate.
16.3 Compliance with Law: Client shall comply with all applicable laws, ordinances, codes and regulations in connection with its use of the Green Room.

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