Chamber-AAF-Consulting Contract Revised - 1-30-2015

CONSULTING AGREEMENT

This Consulting Agreement (the “Agreement’) is made this 12th day of December, 2015 by and between ABC Chamber, and XYZ Non-profit, a not-for-profit corporation under the laws of the State of XX, who agree as follows:

1. Recitals. ABC CHAMBER has expertise in producing events. The XYZ NON-PROFIT produces a business Event known as the “XYZ Recognition Conference“ to be scheduled for the fall of 2015, in/near downtown ABCville (the “Event”). XYZ NON-PROFIT desires ABC CHAMBER to provide consulting services for an initial one year term. to XYZ NON-PROFIT in connection with the Event and ABC CHAMBER desires to render such consulting services pursuant to the terms of this Agreement.

2. Consulting Services. In connection with the Event, ABC CHAMBER shall render the following services to and on the behalf of XYZ NON-PROFIT:

(a) Will make its best effort to renew past sponsors of the event, and to secure new paid sponsorships and services.

(b) Assist in the execution of the Event which includes:

i. 12 hours - pre-planning meetings beginning in June 2015 ii. 12 hours –, onsite support and financial support with regard to invoice processing as needed. iii. 80 hours – in-office/onsite planning and execution which include: 1) Venue selection

2) Conference layout design and adjustments

3) Vendor contract negotiation

4) Vendor management

5) Set-up and management of catering, sponsor exhibits and fulfillment, stage, lighting, sound and WiFi.

6) Management of on-site operations for entirety of conference.

(c) Access to ABC CHAMBER senior leadership regarding the Event.

(d) 12 hours – post-event/reconciliation

(e) ABC CHAMBER will include the event in its printed and electronic calendars and promote the event among its members and prospective members in the ABC business community in market segments where the event’s content may be applicable.

2637074v1 (f) ABC CHAMBER expressly acknowledges and agrees that it does not have the authority to bind XYZ NON-PROFIT with respect to any vendor negotiation or to enter into any contracts of any kind on XYZ NON-PROFIT’s behalf.

3. Compensation. For its consulting services rendered herein, ABC CHAMBER shall be compensated as follows:

(a) XX thousand base compensation fee, which shall be due within 2 weeks following the event.

(b) A commission of Twenty percent (20%) on all new paid sponsorship fees resulting from contacts initiated and secured by ABC CHAMBER*. ABC CHAMBER is responsible for the issuance of all sponsor contracts and billings as well as collections. All other sponsorships sold direct through XYZ NON-PROFIT to prior or future contacts shall be commissionable to ABC CHAMBER at Five percent (5%) for the servicing of those relationships. XYZ NON-PROFIT shall also provide a list of prior contacts that shall remain the responsibility of XYZ NON-PROFIT to seek sponsorships.

*All of the commissions shall be payable within fifteen (15) days of invoice and the invoice will be created after each sponsor fee is received by XYZ NON-PROFIT in full. This fee is for services rendered. XYZ NON-PROFIT is solely responsible for all charges, fees and expenses related to the Event.

4. XYZ NON-PROFIT Duties. In connection with the Event XYZ NON- PROFIT shall designate a principle committee to guide the Event and protect the interests of XYZ NON-PROFIT. That committee may change from time to time and currently shall consist of XYZ NON-PROFIT board members – John Smith and Jane Smith, and XYZ NON-PROFIT Executive Director Jane Doe. This committee shall be responsible to:

(a) Produce a budget and historical information from the past seven years to ABC CHAMBER which shall serve as the working plan and budget for the Event,

(b) Approve, at its sole discretion, all budgetary items and expenses in writing in advance of expenditure made by ABC CHAMBER. Any expenditures made by ABC CHAMBER without such approval may not be reimbursed.

(c) Approve, at its sole discretion, the Event date and location and all costs associated with the space.

(d) Approve, at its sole discretion, all Programs and Speakers for the Event.

(e) Approve, at its sole discretion, all PR and Marketing of the Event in keeping with its brand guidelines.

2637074v1 (f) Act reasonably and in good faith with respect to the above- identified discretionary approvals.

5. Indemnification.

(a) Each party will indemnify, defend and hold harmless the other and their respective directors, trustees, officers, employees, agents, successors and assigns, from and against any and all third party claims, damages, liabilities, losses, government proceedings and costs and expenses, including reasonable attorneys’ fees and costs of any proceedings, arising out of any actual breach of this Agreement, or the inaccuracy of any warranty or representation made by it, or any negligent act or omission by it in the performance of this Agreement.

(b) Each party will give the other prompt written notice of any claim or suit possibly coming within the purview of any indemnity set forth in this Agreement. Upon the written request of an indemnitee, the indemnitor will assume the defense of any such claim, demand, action or proceeding. The indemnitee will also have the right to provide its own defense at its expense, provided the indemnitee will not settle any claim without the indemnitor’s consent unless it is willing to release the indemnitor from its obligation of indemnity hereunder. Termination of this Agreement will not affect the continuing obligation of each of the parties under this Section 5 or under Section 11.

6. Independent Contractor. The parties agree that the relationship between ABC CHAMBER and XYZ NON-PROFIT shall be solely that of independent contractors.

7. Use of XYZ NON-PROFIT Marks and ABC CHAMBER Marks. It is acknowledged that any use of a party’s marks by the other party must be approved in writing, and that for the term of this Agreement, a non-exclusive , non-transferable, royalty free license to use, reproduce and display trademarks of either party must be approved in advance. Upon termination or expiration of this Agreement, the limited right to use granted hereunder shall automatically be terminated, and neither party shall have any right or license to use the other party’s Marks or any other intellectual property as of that date.

8. Miscellaneous. This Agreement represents the entire agreement between the parties with respect to the Event and supersedes all other agreements, negotiations and understandings, express or implied, whether written or oral. Both parties understand that they have not made, and will not make any representations of any kind except those specifically set forth herein. Furthermore, neither party shall assign this Agreement, or any part hereof, without the prior written consent of the other party. This Agreement shall be binding upon the parties hereto and their respective heirs, administrators, successors and permitted assigns. It is also understood that the Recognition Conference, including all rights to the name, event, and assets are currently, and shall remain, the property of XYZ NON-PROFIT during and after this agreement.

2637074v1 9. Notice. All notices required or permitted to be made under this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or sent by prepaid certified or registered mail as follows: (i) if to XYZ NON- PROFIT, to XYZ NON-PROFIT, 123 Main St., ABCville, Attn: Jane Doe, Executive Director; and (ii) if to the ABC Chamber,123 East Street, ABCville XX, Attn Vice President. Either party may change its address for notices by written notice to the other party.

10. Governing Law. This Agreement shall be governed by and construed under the laws of the State of XX. Any action arising out of this Agreement shall only be brought in a court of competent jurisdiction located in ABC County, XX and the parties hereto hereby consent to proper jurisdiction and venue lying in such forum.

11. ABC CHAMBER agrees that it will not assign its rights or obligations hereunder without XYZ NON-PROFIT’s prior written consent.

Signed on the date above.

ABC Chamber XYZ NON-PROFIT

By:______By:______

Title:______Title:______

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