Showcase Business Contract

SHOWCASE BUSINESS CONTRACT

This Showcase Business Contract (the "Agreement") is made and entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client seeks to present, promote, and stage a public or private showcase, demonstration, or promotional event (the "Showcase") for the benefit of Client's products, services, or talent; and

WHEREAS, Service Provider represents that it has the expertise, personnel, facilities and resources necessary to plan, coordinate, produce and deliver the Showcase described in Section titled "Scope of Work"; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide services for the Showcase.

PARTIES' CONTACT INFORMATION

SCOPE OF WORK

Service Provider will perform the services described below in connection with the Showcase. Services shall include planning, coordination, production, artist or participant management, technical production, venue coordination, and post-event reporting as specified by Client.

PAYMENT TERMS

Client shall pay Service Provider the total Contract Amount set forth below in consideration for the performance of the Scope of Work. All sums are stated in U.S. dollars unless otherwise specified.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to termination. Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of thirty (30) days following written notice of the breach.

CONFIDENTIALITY

"Confidential Information" means nonpublic information disclosed by either party in connection with this Agreement, including financial information, marketing and business plans, trade secrets, participant or talent lists, technical specifications, and other proprietary materials. Each party agrees to (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information; (b) limit access to Confidential Information to employees, contractors or agents who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (c) not use Confidential Information except to perform obligations under this Agreement.

Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement, already known to the receiving party without restriction, rightfully received from a third party without obligation of confidentiality, or independently developed without reliance on the disclosing party's Confidential Information.

INTELLECTUAL PROPERTY

All pre-existing intellectual property owned by a party shall remain that party's sole property. Unless otherwise agreed in writing, Service Provider retains ownership of any templates, methodologies, and tools used in performance of the services, and Client is granted a non-exclusive, non-transferable license to use deliverables solely for Client's internal promotion of the Showcase. Any custom creative works produced specifically for Client as deliverables shall be assigned to Client upon full payment, except where third-party rights restrict assignment.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against claims arising out of the indemnifying party's gross negligence, willful misconduct, or breach of this Agreement. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY SHALL BE LIMITED TO THE TOTAL AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

ASSIGNMENT AND SUBCONTRACTING

Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, Service Provider may engage subcontractors or independent contractors to perform portions of the Scope of Work so long as Service Provider remains primarily responsible for service performance and compliance with this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the Jurisdiction specified below, without regard to conflict of law principles.

ENTIRE AGREEMENT

This Agreement, including any exhibits, schedules 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, understandings, negotiations and discussions, whether oral or written. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth in the Parties' Contact Information section or to such other address as a party may designate in writing. Notice shall be deemed given upon receipt if delivered personally or by certified mail, or one business day after deposit with an overnight courier service.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. The parties acknowledge that they have read and understood this Agreement, that they have had the opportunity to seek legal counsel, and that this Agreement shall be binding upon and inure to the benefit of their respective successors and permitted assigns.

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