VIP Event Agreement

VIP EVENT AGREEMENT

This VIP Event Agreement (the "Agreement") is made as of Date: , by and between Client Name: , Client Address: and Promoter Name: , Promoter Address: (each a "Party" and collectively the "Parties").

WHEREAS

WHEREAS, Client is hosting an event identified as Event Name: to be held at Venue: on Event Date: .

WHEREAS, Promoter will provide VIP event services including but not limited to VIP access management, guest list administration, dedicated hospitality, expedited entry, and related onsite coordination as further described in the Scope of Work below; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Promoter will perform and Client will pay for such VIP services.

SCOPE OF WORK

The Promoter shall perform the services described above in a professional manner consistent with industry standards and in compliance with all applicable venue rules and local laws. Promoter shall supply necessary staff, equipment, and supervision required to deliver the VIP services, unless otherwise expressly allocated in writing.

PAYMENT TERMS

Late payments shall accrue interest at the rate of on overdue amounts, or the maximum rate permitted by law, whichever is lower. Client shall also reimburse Promoter for reasonable collection costs, including attorneys' fees, incurred in collecting any overdue amounts.

All fees are exclusive of applicable sales, use, excise, or other taxes unless explicitly stated otherwise. Client is responsible for remitting all applicable taxes. Taxes Included:

TERM AND TERMINATION

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

Either Party may terminate this Agreement for convenience upon written notice to the other Party delivered no fewer than Notice Period (days): prior to the effective termination date. Termination for cause may occur immediately upon written notice if a material breach of this Agreement remains uncured after a reasonable cure period of fifteen (15) days following written notice of breach.

Upon termination, Client shall pay Promoter for all services performed and expenses incurred through the effective date of termination. Any pre-paid, unearned fees shall be payable or refundable in accordance with the cancellation terms set forth in the Payment Schedule.

CONFIDENTIALITY

Each Party (the "Receiving Party") shall keep confidential and shall not disclose to any third party any Confidential Information of the other Party (the "Disclosing Party") except as required to perform obligations under this Agreement. "Confidential Information" means non-public business, financial, technical, product, marketing, or guest list information disclosed in written, electronic, or oral form and identified as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

The Receiving Party may disclose Confidential Information to its employees, contractors, or agents who have a need to know provided such persons are bound by confidentiality obligations substantially similar to those herein. Confidentiality obligations shall continue for Confidentiality Period (years): years following termination of this Agreement. Confidential Information shall not include information that is or becomes publicly available through no wrongful act of the Receiving Party, or that is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

INSURANCE; INDEMNIFICATION; RISK

Promoter shall maintain at its own expense commercial general liability insurance with limits sufficient for the nature of the event and shall name Client as an additional insured where required by Client. Promoter shall provide written proof of insurance upon request. Promoter agrees to indemnify, defend and hold harmless Client and its officers, agents and employees from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Promoter's negligence or willful misconduct in performance of the services.

FORCE MAJEURE

Neither Party shall be liable for failures or delays in performance resulting from causes beyond its reasonable control, including acts of God, governmental action, strikes, epidemics, or naturally occurring disasters; provided that the affected Party provides prompt written notice and uses commercially reasonable efforts to resume performance. If a force majeure event continues for more than thirty (30) days, either Party may terminate the Agreement upon written notice and the Parties shall equitably allocate any non-refundable costs.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of: without regard to conflict of laws principles. The Parties agree to engage in good faith negotiation to resolve disputes prior to initiating litigation. If unresolved, disputes shall be brought in the state or federal courts located in the jurisdiction of the governing state.

ENTIRE AGREEMENT

This Agreement, including any attachments and written amendments executed by the Parties, constitutes the entire agreement between the Parties concerning its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or waiver shall be effective except in a writing signed by both Parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. Neither Party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other Party, except to an affiliate or in connection with a sale of substantially all of its assets.

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