Market Management Plan

MARKET MANAGEMENT PLAN

This Market Management Plan ("Plan") is made and entered into as of by and between:

RECITALS

WHEREAS, Operator manages, promotes, and administers public and private markets, special events, and vendor programs and possesses the expertise and resources necessary to operate the market described in this Plan; and

WHEREAS, Client owns, controls, or is otherwise responsible for the market location and desires Operator to provide management, vendor relations, marketing, and operational services for the market identified herein on the terms and conditions set forth in this Plan; and

WHEREAS, the parties intend this Plan to define the mutual obligations, financial terms, operational standards, and legal protections applicable to the market during the Term;

MARKET IDENTIFICATION & OPERATIONAL SUMMARY

Market Name:    Location:

Market Days:    Operating Hours:

SCOPE OF WORK

Operator shall provide market management services that include vendor recruitment and selection, site logistics and layout, vendor contracting and compliance monitoring, marketing and promotion, on-site supervision, customer service, event day setup and breakdown, permit coordination, and reporting. Specific responsibilities and deliverables are described below and may be supplemented by attachments incorporated by reference.

VENDOR STANDARDS & COMPLIANCE

Operator shall establish and enforce vendor standards covering product eligibility, booth presentation, health and safety compliance, and professional conduct. Operator retains final discretion to accept or remove vendors for noncompliance with published standards or applicable law.

PAYMENT TERMS

Client shall pay Operator a management fee for services rendered in accordance with this Plan as follows.

In the event of late payment, Client shall pay interest at the agreed late fee rate above and shall be responsible for all costs of collection, including reasonable attorneys' fees. Operator may suspend services for delinquent accounts following ten (10) days' written notice to Client.

TERM AND TERMINATION

The Term of this Plan commences on and continues until unless earlier terminated as provided below.

Either party may terminate this Plan for convenience upon days' prior written notice. Either party may terminate for material breach if such breach remains uncured for a period of thirty (30) days after written notice specifying the nature of the breach; certain breaches involving safety, unlawful activity, or insurance may permit immediate termination.

CONFIDENTIALITY

"Confidential Information" includes nonpublic business, financial, vendor and marketing information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in connection with this Plan. Receiving Party shall (i) use Confidential Information solely for performance under this Plan, (ii) restrict access to employees or contractors on a need-to-know basis, and (iii) employ reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information does not include information that is or becomes generally known to the public other than by breach of this provision, or that is independently developed by Receiving Party without use of Disclosing Party's Confidential Information, or that is required to be disclosed by law or valid subpoena (provided Receiving Party gives prompt notice to Disclosing Party and cooperates with efforts to limit disclosure).

The obligations in this Confidentiality section shall survive termination of this Plan for a period of from the date of termination, except that trade secrets shall be protected for as long as they remain trade secrets.

INSURANCE, INDEMNITY, AND LIABILITY

Each party shall maintain insurance sufficient for its obligations under this Plan, including commercial general liability insurance covering the market operations with limits not less than per occurrence, and shall provide evidence of such insurance upon request. Operator shall require vendors to maintain appropriate insurance and provide certificates when required by Client or law.

Each party agrees to indemnify, defend, and hold harmless the other party and its officers, employees and agents from and against any claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising out of or resulting from that party's negligence, willful misconduct, or breach of this Plan, except to the extent caused by the indemnitee's negligence or willful misconduct.

COMPLIANCE WITH LAWS

Operator and Client shall each comply with all applicable federal, state and local laws, ordinances, rules, and regulations in the performance of their obligations under this Plan, including health department, food safety, tax, employment and permit requirements. Operator shall assist Client in identifying and obtaining necessary permits when requested in writing.

RECORDS, AUDIT, AND REPORTING

Operator shall maintain complete and accurate records related to market operations, vendor contracts, receipts and expenditures. Upon reasonable notice, Client may inspect records relevant to performance under this Plan during normal business hours. Operator shall deliver periodic reports as set forth in the Reporting Requirements field above.

AMENDMENTS; ASSIGNMENT

This Plan may be amended only by a written instrument signed by both parties. Neither party may assign its rights or delegate its duties under this Plan without the prior written consent of the other party, except that Operator may assign to an affiliate if Client receives prior written notice.

DISPUTE RESOLUTION

The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Plan by negotiation between senior representatives. If negotiation fails, the parties agree to submit to non-binding mediation before pursuing litigation. Notwithstanding the foregoing, either party may seek injunctive relief where necessary to protect rights or property.

GOVERNING LAW; ENTIRE AGREEMENT

This Plan shall be governed by and construed in accordance with the laws of the state of without regard to conflict of law principles. Venue for any litigation shall lie in the state or federal courts located in that state.

This Plan, together with any attachments or schedules signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

MISCELLANEOUS PROVISIONS

If any provision of this Plan is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and do not affect interpretation.

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