Performance Services Subcontract

Performance Services Subcontract

Parties

This Performance Services Subcontract (the "Subcontract") is entered into as of by and between:

Recitals

WHEREAS, Prime Contractor engages in the production and delivery of live or recorded performance services and requires certain performance services for an identified engagement; and

WHEREAS, Subcontractor represents that it has the expertise, personnel, equipment and licenses necessary to perform the services set forth in this Subcontract; and

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows.

Scope of Work

Subcontractor shall provide the performance services detailed below in a professional manner consistent with industry standards. Services shall include, at minimum, the following description and deliverables:

Payment Terms

As full compensation for the services rendered under this Subcontract, Prime Contractor shall pay Subcontractor the amounts and on the schedule below.

Deposit: Subcontractor shall receive a deposit of upon execution of this Subcontract. Final balance shall be due days after completion or as otherwise set forth above.

Late Payment: Any undisputed past due amount shall accrue interest at the rate of percent per month (or the maximum permitted by law, whichever is less), and Prime Contractor shall reimburse Subcontractor for reasonable collection costs and attorneys' fees incurred in enforcing payment.

Term and Termination

Term: This Subcontract commences on and, unless earlier terminated in accordance with this Subcontract, terminates on .

Termination for Cause: Either party may terminate this Subcontract for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Termination for Convenience: Prime Contractor may terminate this Subcontract for convenience upon providing days' prior written notice to Subcontractor, in which case Prime Contractor shall pay Subcontractor for all properly performed services and unrecoverable costs incurred through the effective date of termination, subject to offset for any damages or expenses caused by Subcontractor.

Confidentiality

Each party acknowledges that in connection with this Subcontract it may receive Confidential Information of the other party. "Confidential Information" means non-public information designated as confidential or that reasonably should be understood to be confidential. Each party shall (i) use Confidential Information only to perform its obligations under this Subcontract; (ii) restrict disclosure to employees or agents with a need to know; and (iii) protect the Confidential Information with at least the same degree of care it uses to protect its own confidential information of like importance, but no less than reasonable care. Confidential Information shall not include information that is publicly available, independently developed without use of the other party's Confidential Information, or required to be disclosed by law; provided that the disclosing party gives prompt notice and assistance in any compelled disclosure.

Insurance and Indemnification

Insurance: Subcontractor shall maintain, at its expense, commercial general liability insurance with limits of not less than $1,000,000 per occurrence and such other insurance as Prime Contractor may reasonably require. Subcontractor shall provide certificates of insurance upon request.

Indemnification: Subcontractor shall indemnify, defend and hold harmless Prime Contractor and its officers, directors, employees and agents from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from Subcontractor's negligence, willful misconduct, breach of this Subcontract, or infringement of third-party intellectual property rights, except to the extent caused by Prime Contractor's negligence or willful misconduct.

Performance Standards and Warranties

Subcontractor warrants that all services will be performed in a professional and workmanlike manner in accordance with industry standards and the specifications set forth in the Scope of Work. Subcontractor shall, at its expense, promptly correct any material deficiencies in performance reported by Prime Contractor within a commercially reasonable time after notice.

Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations (other than payment obligations) under this Subcontract to the extent such delay or failure is caused by events beyond the reasonable control of the affected party, including acts of God, government action, strikes, pandemics, civil unrest, severe weather or supplier failures. The affected party shall provide prompt notice to the other party and shall use reasonable efforts to resume performance.

Governing Law; Dispute Resolution

This Subcontract shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles. The parties shall first attempt to resolve disputes through good faith negotiation. If unresolved within thirty (30) days, disputes shall be submitted to non-binding mediation. If mediation is unsuccessful, either party may seek binding arbitration or pursue available legal remedies in a court of competent jurisdiction located in the governing state.

Assignment and Subcontracting

Subcontractor shall not assign or delegate its rights or obligations under this Subcontract without Prime Contractor's prior written consent, which shall not be unreasonably withheld, except that Subcontractor may utilize qualified subcontractors with prior notice to Prime Contractor provided Subcontractor remains fully responsible for performance.

Notices

All notices under this Subcontract shall be in writing and delivered to the contact information below by hand, overnight courier, or certified mail (return receipt requested), or by email with confirmation of receipt:

Entire Agreement; Amendment

This Subcontract, including all exhibits and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations. Any amendment or modification of this Subcontract must be in writing and signed by duly authorized representatives of both parties.

Severability

If any provision of this Subcontract 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 provision with a valid provision that accomplishes the original intent to the greatest extent permitted by law.

Execution

The persons signing below represent and warrant that they are authorized to bind the respective party to this Subcontract.

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