Meeting Needs Agreement

MEETING NEEDS AGREEMENT

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

RECITALS

WHEREAS, Client requires assistance to assess and implement specific meeting needs, accommodations and related services to ensure that scheduled meetings fulfill defined objectives and compliance requirements; and

WHEREAS, Provider represents that it has the experience, personnel and resources necessary to provide needs assessment, planning and coordination services for meetings and related events in accordance with the terms set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the services to be provided by Provider to Client.

PARTIES' CONTACT INFORMATION

SCOPE OF WORK

Provider will perform the following services to meet Client's meeting needs. The Scope of Work shall include, at a minimum, needs assessment, written recommendations, coordination with third-party vendors as necessary, onsite or remote meeting support (as agreed), and post-meeting debrief and documentation. Specific deliverables, milestones and acceptance criteria are set forth below and may be amended only by written agreement of the parties.

PAYMENT TERMS

Client shall pay Provider for services performed under this Agreement in accordance with the amounts and schedule set forth below. All amounts are in U.S. dollars unless otherwise specified.

Late Payment: Any undisputed amount not paid within the time set forth above shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. In addition, Provider may charge a late fee of % per month and a one-time administrative fee of for invoices past due beyond the stated invoice period.

TERM AND TERMINATION

This Agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered not less than days prior to the effective date of termination. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within ten (10) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each recipient shall: (a) use Confidential Information only to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations consistent with this Agreement. Confidential Information does not include information that (i) is or becomes generally available to the public without breach of this Agreement, (ii) was rightfully in the recipient's possession prior to receipt from the discloser, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed without use of the discloser's Confidential Information.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Provider shall indemnify and hold harmless Client from claims arising out of Provider's gross negligence or willful misconduct in performing the services. Except for liability arising from a party's gross negligence, willful misconduct or breach of confidentiality, neither party shall be liable for indirect, incidental, consequential or punitive damages, and each party's total aggregate liability arising out of or related to this Agreement shall not exceed the total fees paid or payable to Provider under this Agreement during the twelve (12) months preceding the claim.

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. The parties submit to the exclusive jurisdiction of state and federal courts located in that State for purposes of any action arising under this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a sale of substantially all of Provider's assets or equity. Notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as a party may designate by written notice.

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