Legal Summit Agreement

LEGAL SUMMIT AGREEMENT

This Legal Summit Agreement (the "Agreement") is made and entered into as of by and between Organizer Name: , organized as: Corporation LLC Other , with principal place of business at ; and Partner Name: , organized as: Corporation LLC Other , with principal place of business at . Organizer and Partner are referred to herein collectively as the "Parties" and individually as a "Party."

RECITALS

WHEREAS, Organizer is engaged in organizing professional summits, conferences and related events, and intends to produce the event identified as the (the "Summit");

WHEREAS, Partner has expertise, services, sponsorship resources or speakers useful to the Summit and desires to participate on the terms set forth below; and

WHEREAS, the Parties wish to set forth their respective rights and obligations concerning the organization, promotion and delivery of the Summit.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Event Dates" means the dates on which the Summit will take place: through .

1.2 "Confidential Information" means non-public, proprietary or business information disclosed by one Party to the other, whether written or oral, that is designated as confidential or that, under the circumstances, should reasonably be understood to be confidential.

2. SCOPE OF SERVICES

2.1 Organizer shall be responsible for event production, venue contracting, registration infrastructure and overall programming. Partner shall provide the following services or contributions:

2.2 Partner shall ensure that any speakers, materials and demonstrations supplied by Partner comply with Organizer's content guidelines and applicable laws. Partner shall obtain all necessary consents, releases and licenses for materials it supplies to Organizer.

3. COMPENSATION; PAYMENT

3.1 In consideration for Partner's performance, Organizer will pay Partner the sum of $ subject to the payment schedule set forth below.

3.2 Payment shall be made as follows: . All payments are due net days from invoice. Late payments bear interest at a rate of .

4. INTELLECTUAL PROPERTY

4.1 Each Party retains all right, title and interest in its pre-existing intellectual property. To the extent Partner provides materials specifically for the Summit, Partner hereby grants Organizer a non-exclusive, worldwide, royalty-free license to use, reproduce and distribute such materials for promotion and post-event distribution in connection with the Summit.

4.2 Any joint materials created by the Parties shall be owned as follows: . No Party shall make claims of authorship inconsistent with the agreed allocation.

5. CONFIDENTIALITY

5.1 Each Party shall maintain the confidentiality of Confidential Information received from the other Party and shall not disclose such information except to its employees, agents or contractors on a need-to-know basis who are bound by confidentiality obligations no less protective than those contained herein.

5.2 The obligations in this Section shall continue for a period of from the date of disclosure, except with respect to trade secrets, which shall be protected for so long as they remain trade secrets under applicable law.

6. INSURANCE AND INDEMNIFICATION

6.1 Each Party shall maintain commercial general liability insurance with limits not less than $ per occurrence and shall provide certificates of insurance upon request.

6.2 Each Party (the "Indemnifying Party") agrees to indemnify, defend and hold harmless the other Party and its officers, directors, employees and agents (the "Indemnified Parties") from and against any claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of the Indemnifying Party's breach of this Agreement, negligent acts or willful misconduct in connection with the Summit.

7. TERMINATION

7.1 Either Party may terminate this Agreement upon written notice if the other Party materially breaches any term and fails to cure such breach within days after receipt of written notice.

7.2 In the event of termination, Organizer shall pay Partner for services actually performed and approved expenses incurred through the effective date of termination, subject to any offsets for damages caused by Partner's breach.

8. COMPLIANCE; CONDUCT

8.1 Each Party shall comply with all applicable laws, rules and regulations in the performance of its obligations. Partner shall ensure that its representatives and speakers conduct themselves professionally and in a manner consistent with Organizer's policies.

9. PUBLICITY AND USE OF MARKS

9.1 Neither Party shall use the other Party's name, trademarks or logos in any advertising, press release or promotional materials without the prior written consent of the other Party, such consent not to be unreasonably withheld. Approved use of marks shall be subject to brand guidelines to be provided by the owner of the mark.

10. RECORDS; AUDIT

10.1 Each Party shall keep accurate books and records relating to performance under this Agreement for a period of three (3) years following the completion of the Summit. Upon reasonable prior notice, a Party may audit relevant records of the other Party during normal business hours to verify compliance with payment and reporting obligations.

11. NOTICES

All notices under this Agreement shall be in writing and delivered to the Parties at the addresses set forth below (or such other address designated by a Party in writing). Notices shall be sent by certified mail, overnight courier or email with confirmation of receipt.

12. AMENDMENT; WAIVER; COUNTERPARTS

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

12.2 No failure or delay by either Party in exercising any right shall operate as a waiver, and a waiver of any breach shall not constitute a waiver of any subsequent breach.

12.3 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 shall be binding.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

13.1 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 This Agreement constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

13.3 If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the Parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid, enforceable provision that, to the greatest extent possible, achieves the Parties' original intent.

ADDITIONAL PROVISIONS

14.1 Independent Contractors. The Parties are independent contractors, and nothing in this Agreement shall be deemed to create a partnership, joint venture, employment relationship, or agency between them.

14.2 Public Health and Safety. If the Summit is subject to public health or safety restrictions that materially interfere with its conduct, the Parties shall cooperate in good faith to reschedule or convert the Summit to a virtual format; allocation of costs and refunds shall be governed by separate written agreement or, absent such agreement, equitable adjustment by the Parties.

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