Racing Event Derby Track

Racing Event Derby Track Agreement

This Racing Event Derby Track Agreement (the "Agreement") is entered into as of , by and between Organizer Name: , and Host/Venue Name: .

WHEREAS

WHEREAS, Organizer is engaged in the business of promoting, organizing and conducting racing events and desires to hold a racing event at the derby track managed or owned by Host; and

WHEREAS, Host controls the derby track facilities and infrastructure necessary to present the Racing Event and is willing to provide access, support services and site operations under the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope of services, payment, insurance and allocation of responsibilities in a written agreement.

PARTIES AND CONTACT INFORMATION

EVENT DETAILS

Event Date:   Location:

SCOPE OF WORK

Organizer shall provide, coordinate and manage the services described below. Host shall provide access to the derby track facilities and support services identified in the Scope of Work. Specific responsibilities, deliverables, staffing and timelines are set forth as follows:

PAYMENT TERMS

As consideration for the services and rights granted under this Agreement, Organizer shall pay Host the fees and follow the payment schedule described below.

Late Payment: Any undisputed amount not paid within days after the due date shall incur a late fee of percent of the overdue balance per month, compounded monthly, or the maximum allowed by law, whichever is less.

INSURANCE AND INDEMNITY

Insurance Requirements: Organizer shall, at its expense, obtain and maintain insurance coverage sufficient for the conduct of the Racing Event, including commercial general liability and participants liability insurance with minimum limits of per occurrence and shall name Host as an additional insured as required by Host. Organizer shall provide certificates of insurance to Host no fewer than days prior to the Event.

Indemnity: Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party, its officers, directors, employees and agents (the "Indemnified Parties") from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the negligent acts, omissions or willful misconduct of the Indemnifying Party or its contractors in connection with performance under this Agreement, except to the extent caused by the gross negligence or willful misconduct of the Indemnified Parties.

TERM AND TERMINATION

Term: This Agreement commences on and continues until , unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement for convenience upon written notice delivered to the other party at least days prior to the effective date of termination. Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligation: Each party shall: (a) maintain the confidentiality of Confidential Information of the other party using at least the same degree of care it uses to protect its own confidential information (but in no event less than reasonable care); (b) use such Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose such Confidential Information to any third party without the prior written consent of the disclosing party, except as required by law or to its contractors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

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. Any action to enforce this Agreement shall be brought exclusively in the courts of that State.

ENTIRE AGREEMENT; AMENDMENT

Entire Agreement: This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral.

Amendment: This Agreement may be amended or modified only by a written instrument executed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets.

Notices: All notices, consents and other communications required or permitted under this Agreement shall be in writing and delivered in accordance with the contact information provided in the Parties and Contact Information section.

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