Meeting Template

MEETING TEMPLATE

This Meeting Template Agreement (the Agreement) is made and entered into by and between Client Name: and Service Provider: .

WHEREAS

WHEREAS, Client desires to retain Service Provider to plan, organize and facilitate meetings and related activities described herein, and Service Provider represents that it has the skill, experience and resources to provide such services under the terms of this Agreement;

WHEREAS, the parties agree that meetings scheduled under this Agreement will be conducted in accordance with the Scope of Work, Payment Terms, and other provisions set forth below so as to ensure timely delivery of meeting materials and deliverables;

WHEREAS, the effective date of this Agreement shall be Effective Date: unless otherwise executed by the parties in writing.

MEETING DETAILS

SCOPE OF WORK

Service Provider shall perform the meeting planning, facilitation and follow-up services described in this Scope of Work. Such services shall include, without limitation: drafting and distributing agendas, preparing meeting materials, facilitating discussion, recording decisions and action items, and delivering meeting minutes and follow-up materials as specified below. Specific responsibilities and deliverables are set forth in the field below and form an integral part of this Agreement.

PAYMENT TERMS

As consideration for the services rendered under this Agreement, Client shall pay Service Provider in accordance with the following terms.

Unpaid amounts shall accrue interest at the Late Fee (annualized %) set forth above, compounded monthly to the maximum extent permitted by applicable law. Client shall pay reasonable costs of collection, including attorneys' fees, for delinquent amounts.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice delivered not less than Notice Period (days): days prior to the effective termination date. Either party may terminate immediately for material breach that remains uncured after ten (10) calendar days' written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination. Service Provider shall deliver all completed and reasonably usable portions of deliverables and shall return or destroy confidential materials as required by the Confidentiality section.

CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information from the other party. "Confidential Information" means non-public information that a reasonable person would understand to be confidential under the circumstances, including business plans, meeting materials, participant lists, and proprietary methodologies. Confidential Information does not include information that (a) is or becomes publicly available without breach of this Agreement, (b) is rightfully received from a third party without restriction, or (c) is independently developed without use of the other party's Confidential Information.

Each party agrees to: (i) use Confidential Information only for the purposes of performing under this Agreement; (ii) protect Confidential Information with the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (iii) restrict disclosure to employees or contractors with a need to know who are bound by confidentiality obligations no less protective than those herein. Required disclosures by law shall be made only after prompt notice to the disclosing party and, where permitted, arrangement of protective measures.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by written notice.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any attachments and the Scope of Work described above, 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 written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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