Vendor Agreement.





A. Company owns and operates a business whereby it locates and provides event professionals (“Business”) to its clients for events (“Clients”);

B. Independent Contractor is in the business of providing those certain services (“Services”) listed on Exhibit A, attached hereto and incorporated herein by this reference; and

C. Company desires to retain Independent Contractor to provide the Services as set forth in more detail herein, and Independent Contractor desires to accept such engagement on the terms and conditions herein.


    1. Engagement. Company hereby engages Independent Contractor to provide the Services listed in Exhibit A during the Term (hereinafter defined), and Independent Contractor agrees to provide the Services pursuant to the terms and conditions stated herein. The Parties agree and acknowledge that Independent Contractor’s performance of the Services are on a non-exclusive basis and, accordingly, Independent Contractor may perform the Services or otherwise to any other individual or entity which may or may not (either directly or indirectly) compete with Company. Company shall not have priority over Independent Contractor’s time or effort in performing the Services or otherwise to a third party.


    1. Services
        • Provision of Services. Independent Contractor shall be responsible for performing the Services listed on Exhibit A, which may be amended by Company as requested by its Clients from time to time so long as such amendments are within the scope of Independent Contractor’s expertise. Independent Contractor agrees that it shall provide the Services at the direction of one or more of Company’s client liaisons (who act as the contact between the Client and Independent Contractor); provided, however, Independent Contractor shall retain the discretion over the time, manner and methods by which such Services are to be performed so long they are performed in accordance with applicable industry and/or governing authority standards. Any information or advice given by Company (or on its behalf) to Independent Contractor regarding the Services shall be considered a suggestion only, and shall not be deemed an instruction, command, directive or otherwise. In performing the Services, Independent Contractor shall be responsible for providing such equipment and tools as are required to perform such Services at its sole cost and expense. Company shall not supervise Independent Contractor but shall be entitled to inspect and/or observe Independent Contractor’s performance of the Services.


        • Professional Requirements. During the Term, Independent Contractor shall hold and maintain any and all applicable permits, licenses and approvals as required by the jurisdictions in which Services are being rendered, including, but not limited to, professional and local business licenses. All costs and fees associated with Independent Contractor’s licensing as required herein shall be the sole responsibility of Independent Contractor and Independent Contractor shall not be entitled to any reimbursement from Company for the same. Further, Independent Contractor shall obtain and maintain general liability insurance in such amounts as are required by Company in its sole discretion. Independent Contractor shall provide Company with written proof of such licenses and insurances promptly upon receipt of written request from Company.


      • Representations and Warranties. Independent Contractor hereby represents and warrants that the following are true and correct as of the Effective Date and shall be true and correct throughout the Term:
          • Independent Contractor (and any person performing the Services on behalf or at the direction of Independent Contractor) holds any and all licenses, permits, approvals, insurance and bonding required by the applicable state and local jurisdiction to provide the Services.


          • This Agreement and all the documents executed by the Independent Contractor in connection herewith are and will be the legal, valid and binding obligations of Independent Contractor enforceable against Independent Contractor in accordance with their respective terms (except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the rights of the Parties generally), and do not and will not violate any provisions of any agreement to which Independent Contractor is a party or by which it is bound.


          • Independent Contractor has not received any written notice from any city, county, state, federal or other applicable governmental authority of any violation of any law, statute, ordinance, rule, regulation or administrative or judicial holding or order.


        • Independent Contractor shall, and shall cause any persons performing Services on its/his/her behalf to, comply with any and all (a) applicable federal, state and local rules, regulations and statutes; and (b) written manuals, training, rules and regulations, protocols, procedures and professional operating standards provided or proscribed by Company, as amended from time to time in its sole discretion.


    1. Payment for Services. Company shall compensate Independent Contractor for the Services (“Compensation”) in a lump sum upon completion of the Services, as set forth in Exhibit A. In order to obtain Compensation for any Services performed, Independent Contractor shall provide an invoice to Company for all Services rendered during a particular week immediately following the end of the event and Company shall remit payment the Friday after the week from when the event ends one week later to Independent Contractor for the completion of such Services with receipt of such invoice to
        • Benefits/Taxes. Other than the Compensation, Independent Contractor shall not be entitled to any form of compensation in any form whatsoever from Company for Services performed by Independent Contractor, including, but not limited to, salary, sick-pay, insurance or other benefits. As an independent contractor, Independent Contractor shall be responsible for its own taxes, benefits and withholdings, including, but not limited to, income taxes, FICA taxes, Social Security withholdings, Medicare withholdings and all insurances (including health, liability and automobile insurance) together with any and all expenses incurred by Independent Contractor in performing the Services.


      • Business Information. Company issues payments through direct deposit made to Independent Contractor directly. Timely payments depend on Independent Contractor’s ability to provide accurate invoicing and billing to Company. Discrepancies and/or a failure to provide invoicing and documentation may result in a delay in payment.


    1. Relationship Between the Parties. It is expressly understood and agreed to by the Parties that Independent Contractor is an independent contractor with respect to Company and an independent contractor only, and not an employee of Company’s. Nothing in this Agreement shall make the Parties partners, shareholders, co-venturers, employees, principals, agents, trustees or beneficiaries of each other, nor shall anything herein give them any other relationship, right, title or interest in each other except as specifically provided herein. As a result of Independent Contractor’s status as an independent contractor with regard to the Services, Independent Contractor acknowledges and understands the following:
        • Independent Contractor shall not be provided any other compensation or benefits other than the Compensation;


        • Information or advice given by Company shall be considered a suggestion rather than an instruction, command, or directive of any kind and the client liaison shall not be considered a supervisor of Independent Contractor’s;


        • Company shall not be liable for injuries or damages sustained by Independent Contractor in the course of its completion of the Services;


        • Independent Contractor may do similar work for others at any time it wishes, including on the same day it provides Services for the Company;


        • Independent Contractor may hire employees or other independent contractors to assist in completion of the Services;


        • Independent Contractor, and all individuals assisting Independent Contractor in the completion of the Services, shall work in a professional manner, in accordance with industry standards and the Client’s Professional Standards (attached hereto as Exhibit B and incorporated herein), as may be amended from time to time at Company’s sole discretion; and


        • Any training to be conducted by Independent Contractor in connection with the Services shall be provided by Clients, not by Company itself.



    1. Term and Termination. The term of this Agreement shall commence on the Effective Date and expire upon completion of the Services (“Term”), unless otherwise terminated as provided herein. Either Party may terminate this Agreement at least forty-eight (48) hours prior to when Independent Contractor is set to begin providing the Services. Upon such termination, neither Party shall have any further rights or obligations hereunder except for those rights and obligations that expressly survive termination. Furthermore, the Company may terminate this Agreement immediately upon the occurrence of any of the following events (which such termination shall be effective upon receipt by Independent Contractor of a written notice from Company):
        • Investigation or indictment of Independent Contractor or any of its independent contractors or employees for any act constituting a felony;


        • Independent Contractor’s failure to maintain, at Independent Contractor’s sole expense, any licenses, permits, approvals, insurance or otherwise required to provide the Services or as otherwise required hereunder;


        • Independent Contractor’s (including any of the persons performing the Services on behalf of Independent Contractor) breach of any condition or provision of this Agreement, including, but not limited to, the failure to comply with Sections 2(a), 2(b), 5, 10, 11 and 12 herein;


        • One or more of the representations or warranties listed in Section 2(c) are discovered to be false or misleading in any way at any time during the Term;


        • Independent Contractor’s negligent or willful misconduct, or the negligent or willful misconduct by its/his/her independent contractors or employees, in connection with the performance of the Services or Independent Contractor’s duties and obligations under this Agreement;


        • Independent Contractor’s filing of a petition in bankruptcy or making of an assignment for the benefit of creditors; or


        • Independent Contractor’s inability to perform the Services while observing professional conduct in accordance with industry standards.



    1. Remedies. In the event of a breach of any provision of this Agreement by Independent Contractor, Company shall be entitled to seek any remedy available to it at law or in equity, including, but not limited to, injunctive relief and any remedy provided to it by this Agreement. The remedies provided by this Agreement are cumulative and the use of any one right or remedy by Company shall not preclude or waive Company’s right to use any or all other remedies available to it. Said rights and remedies are given in addition to any other rights Company may have by law, statute, ordinance or otherwise. In no event shall Company be liable for punitive or other forms of speculative or expectancy damages.


    1. Non-Performance or Incapacity. If at any time during the Term, Independent Contractor is unable, fails or refuses to perform any Services as requested by Clients, Company shall have no obligation to pay Independent Contractor Compensation for such non-performance. Further, in the event Independent Contractor’s inability to perform Independent Contractor’s duties under this Agreement is due to acts or occurrences outside of the time Independent Contractor is providing Services for the Company, Company may, in its sole discretion, terminate this Agreement prior to the expiration of the Term pursuant to Section 5 herein.


    1. Liquidated Damages. Independent Contractor shall be liable for the Liquidated Damages (hereinafter defined) in the event Independent Contractor: (a) fails to inform Company in writing of Independent Contractor’s termination of this Agreement at least thirty-six (36) hours prior to when Independent Contractor is set to begin providing the Services; (b) ceases to provide the Services; or (c) breaches any of its/his/her obligations and duties under this Agreement, thereby causing Company to terminate this Agreement. Independent Contractor agrees and acknowledges that in the event Independent Contractor fails to perform the services required in this Agreement, or this Agreement is terminated in a manner other than as permitted, Company will suffer damages relating to the replacement of the Independent Contractor, including, but not limited to the costs of contracting with and training other independent contractors and the cost of the inherent disruption to Company’s business. Accordingly, it would be extremely difficult, if not impossible, to determine the exact amount of damages to Company and its reputation in the industry. Independent Contractor agrees that if one or more of the events set forth in items (a) – (c) above occur, Independent Contractor shall, within seven (7) days, pay to Company an amount equal to [fifty percent] ([50]%) of the Compensation agreed upon for the Services as liquidated damages (“Liquidated Damages”). Independent Contractor agrees that the Liquidated Damages fairly represent the amount of damages Company will suffer, and shall be considered liquidated damages and not a penalty. In the event Independent Contractor fails to pay the Liquidated Damages to Company as required by this Section 8, Company shall have the right to withhold from Independent Contractor any Compensation owed to Independent Contractor under this Agreement up to the amount of the Liquidated Damages set forth herein. Further, Company shall be entitled to seek injunctive relief or any other remedies available to it at law, in equity or under this Agreement.


    1. Property Rights.
        • Work Product Ownership. Any copyright works, ideas, discoveries, inventions, patents or other information developed in whole or in part by Independent Contractor in connection with the performance of the Services shall be the exclusive property of Company.


        • Social Media Contact Ownership. Any social media contacts, including followers or friends, that are acquired through accounts (including, but not limited to, email addresses, blogs, Twitter®, Facebook®, Instagram®, YouTube® or other social media networks) used in service of or created on behalf of Company in the completion of the Services are the sole property of Company.


      • Authorization to Use Likeness. Independent Contractor authorizes Company and any of its agents, representatives or Clients (including, but not limited to, any photographer and/or videographer retained by Company or its Clients) to use, reproduce and/or publish photographs and/or video that may pertain to the Independent Contractor, including its/his/her image, likeness and/or voice, without additional payment beyond the Compensation. Independent Contractor understands and agrees that such material may be used in various publications, public affairs releases, recruitment materials, broadcast public service advertising or other related endeavors. This material may also appear on the web sites of Company or its Clients. The authorization provided is continuous and may only be withdrawn at Independent Contractor’s written request.


    1. Non-Solicitation. During the Term and for a period of three (3) years thereafter, Independent Contractor shall not, without the prior written consent of Company (which may be held in its sole discretion), either directly or indirectly, for the benefit of Independent Contractor or on behalf of others, solicit or attempt to solicit, divert or hire away (a) any person employed by or contracted with Company or (b) any customer of Company, including, but not limited to, the Clients.


    1. Non-Disparagement. During the Term and for a period of three (3) years thereafter, Independent Contractor and its/his/her agents, employees, independent contractors and representatives shall not make any remarks disparaging the conduct or character of Company or its affiliates, agents, other contractors, employees, officers, directors, managers, members, successors or assigns.


    1. Confidentiality.
      • Confidential Information. In connection with this Agreement, Company has been, is or will be furnishing to Independent Contractor certain information concerning, related to and/or arising from the Services and/or the Business. Such information furnished to Independent Contractor during the Term, as well as information derived therefrom, is hereinafter referred to as the “Confidential Information”. The term “Confidential Information” shall include any and all data and information disclosed (in writing, orally, by observation or otherwise) by the Company and its agents, employees, contractors, representatives, attorneys, consultants, and Clients to Independent Contractor related to the Business and operations of the Company, including, but not limited to, intellectual property, operations, methods, processes, products, design, research & development, finances, services, procedures, pricing, inventory, purchasers, customers, employee staffing policies, programs or ratios, employee and independent contractor compensation and benefits, staff handbooks, manuals, accounting policies, records, marketing and advertising strategies, expansion plans, future plans or any other matter relating to the historical and current operations, products, and/or future plans thereof. The Confidential Information shall be kept confidential by Independent Contractor and shall not be disclosed to any other person or entity.


      • Destruction, Return of Confidential Information. At the written request of Company, Independent Contractor shall immediately destroy or return to Company all copies of all Confidential Information which has been provided to Independent Contractor including, but not limited to, written summaries of any oral Confidential Information (e.g., notes from any meetings between the Parties) and analyses, compilations, studies or other documents prepared by Independent Contractor in connection with the Services.


      • Intellectual Property Ownership. Company hereby retains its entire right, title, and interest, including all intellectual property rights, in and to all of its Confidential Information. Any disclosure of such Confidential Information hereunder shall not be construed as an assignment, grant, option, license, or other transfer of any such right, title, or interest whatsoever to Independent Contractor.


    1. Indemnification. Independent Contractor agrees to indemnify, defend and hold Company and its officers, directors, agents, employees, contractors, owners, representatives, successors and assignors harmless from and against any and all claims, liabilities, losses, costs, damages, expenses, judgments, penalties, fines and fees (including attorneys’ fees) arising out of, relating to or a result of, directly or indirectly, (a) the negligent or intentional act or omission of Independent Contractor, its agents, contractors or employees, (b) Independent Contractor’s breach of this Agreement, or (c) any act or omission of Independent Contractor in connection with the performance of the Services.


    1. Background Investigation Authorization. Company may, in its sole discretion, obtain information about Independent Contractor from a third party consumer reporting agency. Independent Contractor shall agree to and execute and return the Background Investigation Authorization, attached hereto as Exhibit C and incorporated herein by this reference, concurrently with the execution of this Agreement.


    1. Entire Agreement. This Agreement contains the full and complete understanding of the Parties with respect to the subject matter herein and supersedes any and all other agreements, either oral or in writing, between the Parties hereto. This Agreement may not be amended, modified or waived except by an instrument in writing signed by both Parties.


    1. Partial Invalidity/Severability. If any provision of this Agreement is held by court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall continue in full force without being impaired or invalidated in any way to the fullest extent permitted by law.


    1. No Third Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.


    1. Counterparts. This Agreement may be executed in multiple counterparts, which together shall constitute one and the same document. Facsimile and electronic copies shall have the same force and effect and original copies


    1. Governing Law, Jurisdiction. This Agreement shall be governed by and construed exclusively in accordance with the laws of the State of Nevada. The Parties consent to the exclusive jurisdiction and venue in any court of competent jurisdiction in Clark County, Nevada.


    1. Attorneys’ Fees. If an attorney is engaged by Company to enforce or defend any provision of this Agreement, with or without the filing of any legal action or proceeding and, including, without limitation, any fees or expenses incurred in any bankruptcy proceeding or in connection with any appeal of a lower court decision, Company shall be entitled to collect all court costs together with reasonable attorneys’ fees from Independent Contractor.


    1. Captions. The captions contained in this Agreement are for the convenience of reference only, and shall not affect the meaning, interpretation or construction of this Agreement. As used in this Agreement, the singular form shall include the plural and the plural shall include the singular, to the extent that the context renders it appropriate.


    1. Opportunity for Review. Each Party has read and understands this Agreement and has read all of the provisions herein and agrees to be bound by said provisions. Further, both Parties have had adequate time to seek legal counsel regarding this Agreement. In that regard, each Party has either consulted with independent legal counsel of its/his/her choosing or has chosen not to seek the advice of legal counsel.


    1. Survival. The provisions of Sections 6, 8, 9, 10, 11, 12, 13, and 21 shall survive the expiration of the Term or termination of this Agreement.


    1. Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and to their respective successors and permitted assigns. Company may assign its rights or obligations under this Agreement without the prior written consent of Independent Contractor. Independent Contractor may not assign its rights or obligations under this Agreement without the prior written consent of Company, which may be withheld by Company in its sole discretion. Any attempted assignment in violation of this Section shall be void and of no further force and effect.


    1. Interpretation. No provision of this Agreement shall be construed against or interpreted to the disadvantage of any Party by any court or other governmental, judicial or arbitral authority by reason of such Party having or being deemed to have drafted, devised or imposed such provision.


  1. Waiver. No delay on the part of a Party in the exercise of any right or remedy shall operate as a waiver thereof and no single or partial exercise by a Party of any right or remedy shall preclude other or further exercise thereof, or the exercise of any other right or remedy.


IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the Effective Date.

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