EFTA00605474.pdf

Confidential RAFANELLI EVENTS MANAGEMENT, INC. Services Agreement Client: Contact: Address: Phone: Email: Billing Contact: Sales Tax ❑ Exempt (Attach Client's Certificate) Slams: ❑ Non-Exempt This Rafanelli Events Management Services Agreement (the "Agreement"), made and entered into as of (the "Effective Date"), by and between the client identified above ("Client") and Rafanelli Events Management, Inc, a Massachusetts corporation, with an address at 867 Boylston Street, Boston, MA 02116 (Phone: 617-357-1818) (the "Agency") includes and incorporates herein by reference the attached Terms and Conditions. Agency and Client shall each be referred to herein as a "Party." By entering into this agreement the Agency agrees to produce the event for approximately guests in in ("the Event"). The Agency will be responsible for producing those aspects of the Event as set forth in the Statement of Services agreed to between the Parties, substantially in the form of Exhibit A attached hereto (each a "Statement of Services"). This Agreement may be executed in counterparts, each of which shall be an original, but which together shall constitute one instrument. CLIENT: RAFANELLI EVENTS MANAGEMENT, INC. Name: Name: Title: EFTA00605474  TERMS AND CONDITIONS 1. Statement of Services. Subject to the following The Agency may bill the Client the reasonable cost of terms and conditions, the Agency shall provide services the following out-of-pocket expenses incurred on the to Client to produce the event specified above in Client's behalf by the Agency including all accordance with the written statement of services agreed extraordinary travel costs, postage, extraordinary to between the Parties. The Statement of Services shall photocopying, express deliveries, and express or air describe the respective obligations of, and shall be freight. executed by, each Party, whereupon it shall be deemed incorporated herein by reference as fully as though set The Client is responsible for all Event expenses, forth herein. The terms and conditions of the Statement including the cost of flowers, entertainers, of Services, notwithstanding any conflicting terms or photographer, videographer, rentals, linens, caterer, conditions of this Agreement, shall govern the Parties stationery, sound and lights, venue rental, tents and performance with respect to the Services being performed "day of Event staff. Whenever said services and/or pursuant to such Statement of Services. Client items are subcontracted and invoiced through the acknowledges and agrees that the Agency shall control Agency, the Agency will not provide additional back- the manner, means and methods by which the Agency up invoices for said subcontracted vendors. shall perform the Services. For all expenses subcontracted and invoiced through 2. Fees for Agency Services: The Agency charges the Agency, the Client agrees to pay on the following a fee based on hourly charges as follows: schedule: Bryan Rafanelli: $350 Creative Director: $225 1. All deposits required by vendors within 7 days Event Producer: $150 notice from the Agency; Creative Coordinator: $100 2. One-half of the estimated total cost of said Production Manager: $100 expenses 60 days before the Event; Inventory Manager: $100 3. The remaining one-half of the estimated total Production Assistant: $55 cost of said expenses 15 days before the Event; 4. The remaining cost, if any, of the actual total cost of said expenses 60 days after the Event, There is a minimum fee of $25,000 for the Agency's services. This amount reflects the services of the Agency less amounts already paid to the Agency. and does not reflect the actual costs of the Event. The Client is solely responsible for the costs of the Event. 4. Budgets. The Agency and Client shall agree upon a budget for the Event, including expenses for all 3. Payment of Fees and Expenses: The Client major components of the Event. The Client understands agrees to pay the Agency's fee on the following schedule: that dollar amounts in the budget are only projections and are to be used as guidelines for the Agency. Whenever 1. $15,000 upon signing this Agreement; possible, the Agency shall make efforts to provide the 2. One-half of the total estimate of the Client with prior notice of the actual cost of each major Agency's fee for the Event, less amounts component of the Event. Regardless of the amount of the already paid for the Agency's services, Budget for the Event, the Client is responsible for the 60 days prior to the Event; payment of all fees and cost associated with the Event. 3. The remaining one-half of the total estimate of the Agency's fee for the Event 15 days before the Event. 5. Confidential Information. All payments shall be sent to Rafanelli Events As used in this Agreement, the term "Confidential Management, Inc., 867 Boylston Street, Floor 4, Boston, Information" means any proprietary business, financial MA 02116 and are non-refundable. and technical information, or confidential personal information, whether oral, written, electronic, magnetic, visual or otherwise, of Client disclosed by Client to 2 EFTA00605475 Agency including without limitation, information 6.2 Limitation and Liability. acquired by Agency from any Client's employees or agents relating to Client's personal life, business, (a) In no event will either Party be products, services, trade secrets, all forms of intellectual liable to the other for direct damages in excess of an property, designs, methods, subscribers, clients, partners, aggregate of the total amount of the Fees paid by Client suppliers, strategy, plans, opportunities, finances, hereunder, other than for claims arising from the breach research, development, know-how or personnel. Agency by Client of its payment obligations hereunder. acknowledges the proprietary and confidential nature of the Confidential Information. Agency agrees to keep the (b) IN NO EVENT WILL EITHER Confidential Information and all data contained therein or PARTY BE LIABLE FOR ANY INDIRECT, that may be extracted strictly confidential and not to INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY disclose or reveal any of its details to any other person or OR CONSEQUENTIAL DAMAGES (INCLUDING, entity and not to disclose the fact that the Confidential WITHOUT LIMITATION, ANY DAMAGES ARISING Information has been made available to Agency, except FROM LOSS OF USE OR LOST BUSINESS, that Agency may disclose or permit the disclosure of any REVENUE, PROFITS, DATA OR GOODWILL) Confidential Information to its directors, officers, ARISING IN CONNECTION WITH THIS employees, consultants, and advisors who are obligated to AGREEMENT, WHETHER IN AN ACTION IN maintain the confidential nature of such Confidential CONTRACT, TORT, STRICT LIABILITY OR Information and who need to know such Confidential NEGLIGENCE, OR OTHER ACTIONS, EVEN IF Information for purposes of planning and executing the ADVISED OF THE POSSIBILITY OF SUCH Event. Agency agrees that the Confidential Information DAMAGES. will be used by Agency only for the purpose of planning and executing the Event. 7. Termination. Either party may terminate this Agreement upon 15 days 6. Warranty: Disclaimers: Limitation of Liability. written notice to the other party. In case of termination, the Agency shall be entitled to an amount totaling the 6.1 Disclaimer of Warranty. AGENCY hours worked by the Agency to the date of termination or HEREBY EXPRESSLY EXCLUDES AND amounts already paid for the Agency's services to the DISCLAIMS ALL WARRANTIES OF ANY KIND date of termination, whichever is greater. In addition, the WHATSOEVER RELATING TO THE Client agrees to pay the Agency for all non-refundable PROFESSIONAL SERVICES. WITHOUT LIMITING charges incurred for services and/or items purchased for THE GENERALITY OF THE IMMEDIATELY the Event as well as the Agency's reasonable costs and PRECEDING SENTENCE, AGENCY DISCLAIMS expenses incurred to the date of termination. ANY IMPLIED WARRANTIES OF 8. Miscellaneous. MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON- 8.1 Successors and Assigns. The terms and INFRINGEMENT WITH RESPECT OF THE conditions of this Agreement shall inure to the benefit of PROFESSIONAL SERVICES. AGENCY IS and be enforceable by each of the Parties and their PROVIDING THE SERVICES TO CLIENT "AS IS", permitted successors and assigns. Neither party shall be WITH NO OTHER WARRANTIES WHATSOEVER, permitted to assign this Agreement or any right or interest INCLUDING, WITHOUT LIMITATION, ANY under this Agreement without the other Party's prior WARRANTIES ARISING FROM COURSE OF written consent. DEALING, COURSE OF PERFORMANCE OR USAGE OF THE TRADE. 8.2 Relationship of the Parties. Agency and Client are independent contractors. Neither party has the authority to bind or make any commitment on behalf of the other party. None of either party's employees are entitled to any employment rights or benefits of the other party. There shall be no third party beneficiaries to this Agreement. 3 EFTA00605476  8.3 Notices. All notices under this 8.9 Headings and Construction: The Agreement shall be sent to the parties at the respective headings contained in this Agreement have been inserted addresses set forth above in writing via registered or for convenience of reference only and shall in no way certified mail, return receipt requested, or via so-called define, limit, or affect the scope and intent of this next business day delivery service. Agreement. The parties agree that this Agreement should not be construed by a court or other tribunal against one 8.4 Remedies: Waiver. All rights and or the other based upon which party prepared or drafted remedies of the parties are cumulative. The failure of the Agreement. either party at any time to enforce or require performance of any provisions of this Agreement will not be construed to be a waiver of such provisions. 8.5 Choice of Law: Forum Selection• Attorney's Fees. This contract shall be interpreted and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of law's provisions. The Party prevailing in any litigation or arbitration under this Agreement shall be entitled, in addition to such other relief as may be granted, to reasonable attorney's fees and related expenses incurred in connection with such litigation or arbitration or in a separate action brought for that purpose. 8.6 Entire Agreement: Amendment Severability. This Agreement, and the Exhibits hereto encompass the entire Agreement between Agency and Client with respect to the subject matter hereof and supersede all prior representations, agreements and understandings, written or oral. This Agreement may not be modified except by written instrument signed by the duly authorized representatives of both parties. If any provision, or portion thereof, of this Agreement is or becomes invalid under any applicable statute, rule of law or court order, it is to be deemed stricken and the rest of the Agreement shall remain in full force and effect. 8.7 Force Ma eure. Except for the obligation to make payments when due, nonperformance by either Party shall be excused to the extent that performance is rendered impossible by strike, fire, flood, terrorism, war, governmental acts or orders or restrictions, failures of suppliers or any other reason where such Party's failure to perform is beyond its reasonable control and not caused by such Party's negligence. 8.8 Publicity. Neither Party shall use the name, trade name, service marks, trademarks, trade dress or logo of the other in publicity releases, advertising, promotional materials or in other communications without the express prior written consent of the other Party's duly authorized representative. 6865371v.I 4 EFTA00605477