Virtual Event Contract

Parties

This virtual event production agreement ("Agreement") is made effective as of

Date:  June 14, 2024

 

by and between

 

Client: Peletah Ministries

Client Address: 

Point of Contact: Dawn Baldwin Gibson

 

and

 

Production Company: Line of Hope Creative Solutions LLC ("Producer")

Producer Address: PO Box 68, Smithville, Ohio 44677

 

(collectively "Parties").

 

1. Scope

This Agreement sets forth the terms and conditions whereby Producer agrees to produce certain Works and services (as described below) for Client. Producer will be engaged solely and exclusively for the limited purpose of providing these Works to the Client. Neither party is, by virtue of this Agreement, authorized as an agent, employee, or legal representative of the other. Except as specifically set forth herein, neither party shall have the power to control the activities and operations of the other and its status at all times will continue to be that of an independent contractor relationship.

2. Description of Services and Warranties

The Client hereby engages the Producer, and the Producer accepts such engagement to provide the following Works for the Client (hereinafter, the “Works”): 

Virtual event set-up and management: including 

• Create a strategic plan for before, during and after event
• Implementation of strategic plan including:
• Timeline and procedures for event 
• Event registration
• Attendee communication
• Analytics reporting
• Speaker management 
• Branding and graphics
• Event set-up
• Tech support before and during event

Producer represents and warrants that Producer has the knowledge, skills, and experience necessary to produce the Works. Producer agrees that the Works will be original. Producer also guarantees that the final Works will be free from any plagiarism or likeness to a Works not belonging to or created by Producer. The Works will become the intellectual property of Client, free and clear, as a work made-for-hire. The deadline for the completed Works to be delivered to the Client is as follows: September 23, 2024. The Client agrees not to alter the Works unless the alterations are agreed upon by both parties in writing and notated within or upon this Agreement. Producer may be engaged or employed in any other business, trade, profession, or other activity which does not place Producer in a conflict of interest with the Client

3. Fees and Expenses

1. 
     Client will be billed through an invoicing system with 30% due as a deposit, 40% due at 6 weeks into project and final 30% due at completion of conference.
2.   Payment will be made within 14 days after receipt of the invoice. A late fee of 2% of invoice amount shall be applied to invoices unpaid beyond day 20 after receipt of the invoice. This shall increase by 2% of outstanding invoice for each month the invoice remains outstanding.
3.   The Works will begin at the execution of this Agreement as well as when Producer receives a retainer in the amount of $3,000.
4.   If the Client wishes to alter the scope of the work beyond the initial description of the Works listed and, Producer will still be owed all fees invoiced before any additional edits are made. Producer shall then invoice for additional edits, which will be determined at the time the edits are discussed.
5.   The Client agrees to reimburse pre-approved expenses and costs as indicated on invoices. Such expenses and costs shall be accompanied by receipts and reasonable supporting documentation. The Parties will agree on the expenses prior to the expenses being incurred.

4. Taxes

Producer herein acknowledges that they will receive an IRS Form 1099-MISC from the Client. Producer and Client shall each be solely responsible for all of the federal, state, and local taxes applicable to them.

5. Deliverable

All Works and services are to be started 90 days prior to conference start date, and will be completed by conclusion of event.

​Event Start Date: September 23, 2024

6. Limitation of Purpose

Client agrees that Client may only use the Works created by Producer for the limited purposes outlined by this Agreement. Specifically, the Works may be used for the following purposes:

1.   Swipe files should only be used for conference and not use for resale or use with a client of Client.
   b.    Should Client use the Works for any other purpose, Producer is free to pursue all remedies available under the law, including an action for intellectual property infringement.

7. Non exclusivity

Client and Producer hereby acknowledge and agree that nothing contained herein is to establish an exclusive relationship between the Parties. Producer shall be free to continue working for and taking on new clients, without regard to Client. Producer does not need Client approval for any such work.

8. Client's Legal Requirements

It is the Client’s sole and exclusive responsibility to ensure that all legal requirements for Client’s business are met. Such legal requirements include, but are not limited to, ensuring claims on advertising and graphics are true, accurate, and may be legally stated, as well as ensuring all products are lawful. Producer shall not be responsible for any legal, technical, or regulatory specifications.

9. Termination

The Parties may terminate this Agreement prior to the specified end date by giving notice in writing. Notice shall be given at least 30 days prior to a termination date stated in the written notice. This Agreement may be immediately terminated in the event that there is a breach of the terms by either Party. However, if Client finds the Works unsatisfactory, Producer shall have 15 days to cure the Works. This agreement will also immediately terminate upon the death of the Producer or Client, the inability of the Producer to perform the services because of a sudden and medically documented physical or mental disability, the liquidation, dissolution or discontinuance of the business of the Client or Producer in any manner, or the filing of any petition by or against the Client or Producer under federal or state bankruptcy or insolvency laws.

Upon termination, all fees and reimbursements shall be paid and provided to the Producer as they have accrued up to the date of termination.

Upon expiration or termination of this agreement, or at any other time upon the Client’s written request, Producer shall promptly after such expiration or termination:

1.   Deliver to the Client all deliverables (whether complete or incomplete) and all hardware, software, tools, equipment, or other materials provided for Producer’s use by the Client;
2.   Deliver to the Client all tangible documents and materials (and any copies) containing, reflecting, incorporating, or based on the Client’s confidential or proprietary information, as discussed further elsewhere in this Agreement;
3.   Permanently erase all of the confidential or proprietary information from any of the Producer’s computer systems; and
4.   Certify in writing to the Client that Producer has complied with the requirements of this clause.

10. Confidential or Proprietary Information

Producer hereby acknowledges and agrees that Producer may receive confidential and/or proprietary information relating to Client’s business. Such information may include, but will not be limited to, client lists, client notes, specifications, project information, plans, and/or technological resources. The confidential and/or proprietary information is significantly important to Client’s business and it has been developed or obtained over time, with significant resources involved. Producer understands and agrees that any unintended disclosure of any of the confidential and/or proprietary information would be significantly detrimental to Client. As such, Producer agrees that they shall:

1.   Not disclose the confidential and/or proprietary information by any means not authorized by the Client to any third parties;
2.   Not copy or duplicate the confidential and/or proprietary information unless specifically directed to do so by the Client;
3.   Not disclose the confidential and/or proprietary information by any unauthorized means to any third parties for a period of at least one year following the termination of this agreement;
4.   Not use the confidential and/or proprietary information for any purpose except those expressly authorized by the Client;
5.   Inform Client immediately if Producer becomes aware of any unauthorized use or disclosure of the confidential and/or proprietary information.

11. Intellectual Property

Producer agrees that all inventions, trade secrets, confidential and/or proprietary information, and work-product conceived, created or developed by Producer which are a used for the limited purposes outlined by this Agreement, b related to the Client’s actual business or research and development, or c developed, made, or discovered by Producer in the course of the performance of Producer’s duties for the Client, i.e., all of the Works created, shall be the property of the Client. Producer hereby assigns to the Client the entire right, title, and interest in and to the Works only for the limited purposes as outlined elsewhere in this Agreement, including all necessary copyrights, patents, trademarks, or other intellectual property rights relating to all Works.

12. Portfolio Use

Notwithstanding the foregoing, Producer shall be permitted to use all Works in Producer’s professional portfolio, after such Works have been made public by the Client. Nothing contained herein shall limit Producer’s such right.

13. Credit

Client shall credit Producer’s names on Works created hereunder in a manner agreed to by the Parties in writing prior to the release of the Works to the public.

14. Indemnification

Producer and Client shall each defend, indemnify, and hold the other harmless (including all affiliates, officers, directors, employees, agents, successors, and assigns) from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys’ fees) arising out of or resulting from bodily injury, death of any person, damage, real or intangible, to personal property resulting from the other’s acts or omissions or the breach of any representation, warranty, or obligation under this Agreement.

15. Survival

Any provision of this Agreement which by its terms imposes continuing obligations on either of the Parties shall survive termination of this Agreement.

16. Dispute Resolution

In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in the county and state noted in the GOVERNING LAW provision of this Agreement. The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add Parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing federal law as well as the law of Ohio. Each Party shall pay their own costs and fees. Claims necessitating arbitration under this section include, but are not limited to: contract claims, tort claims, claims based on federal and state law, and claims based on local laws, ordinances, statutes or regulations. Intellectual property claims by Producer will not be subject to arbitration and may, as an exception to this sub-part, be litigated. The Parties, in agreement with this sub-part of this Agreement, waive any rights they may have to a jury trial in regard to arbitral claims.

17. Governing Law

This Agreement shall be governed by and construed in accordance with the internal laws of Ohio without giving effect to any choice or conflict of law provision or rule. Each party irrevocably submits to the exclusive jurisdiction and venue of the federal and state courts located in Wayne County in any legal suit, action, or proceeding arising out of or based upon this Agreement or the Works provided hereunder.

18. Benefit

This Agreement shall be binding upon and shall inure to the benefit of each of the parties hereto, and to their respective heirs, representatives, successors, and assigns.

19. Counterparts

This Agreement may be executed in counterparts, all of which shall constitute a single agreement. The Agreement shall be effective as of the date set forth above.

20. Notices

All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement. All notices shall be delivered by email or at the address which the parties may designate to each other through personal delivery, nationally recognized overnight courier (with all fees prepaid), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only if (a) the receiving party has received the Notice and (b) the party giving the Notice has complied with the requirements of this Section.

21. Force Majeure

Producer is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.

22. Headings

Headings to this Agreement are for convenience only. Headings shall in no way affect the provisions themselves and shall not be construed in any way that would limit or otherwise affect the terms of this Agreement.

23. Entire Agreement; Modification

The agreement embodies the entire agreement between the Client and Producer relating to the subject matter hereof. This Agreement may be changed, modified or discharged only if agreed to in writing by both parties.

I agree to the terms and conditions of this contract.