Event Details.
Unless the parties agree otherwise in writing, CITY FLAVOR shall provide the services for the
event agreed upon by both City Flavor and Event Organizer
Service Obligation Limited to Final Estimate Attendance.
CITY FLAVOR will only be required to provide services for the event agreed upon by both City
Flavor and Event Organizer to account for the Final Estimated Attendance of guests at the
Event.
Final Estimated Attendance
Notice Five Days in Advance. EVENT ORGANIZER shall give CITY FLAVOR written
notice of the final estimated attendance of the Event [five] Business Days before the Event (the
"Final Estimated Attendance").
Failure to Notify. If EVENT ORGANIZER fails to notify CITY FLAVOR of the
Final Estimated Attendance, CITY FLAVOR may consider the estimated attendance as the Final
Estimated Attendance when preparing to provide the services for the event agreed upon by both
City Flavor and Event Organizer.
Changes to Attendance
Changes to Initial Estimated Attendance. EVENT ORGANIZER may change the
initial estimated attendance of the Event by written notice any time before notifying CITY
FLAVOR of the Final Estimated Attendance.
Changes to Final Estimated Attendance. EVENT ORGANIZER may not change the
Final Estimated Attendance of the Event unless CITY FLAVOR consents in writing.
Additional Services Above Final Estimated Attendance
Request Additional Services. On the day of the event, EVENT ORGANIZER may
request additional services for the event agreed upon by both City Flavor and Event Organizer to
account for an attendance above the Final Estimated Attendance.
Discretion Over Additional Services. CITY FLAVOR will have the discretion to
provide EVENT ORGANIZER with its requested additional services for the event agreed upon by both
City Flavor and Event Organizer.
Compensation. CITY FLAVOR shall compensate EVENT ORGANIZER according to section
"Compensation Amounts" (the "Compensation").
Compensation Amounts. EVENT ORGANIZER shall pay to CITY FLAVOR Compensation for the
services for the event agreed upon by both City Flavor and Event Organizer according to the fee
schedule listed.
1. 100% Up-Front Payment is required by City Flavor. Event Organizer shall pay City
Flavor one hundred percent (100%) of the Total Cost upon receipt of each Service Invoice by
Customer before the event takes place. If check option is selected for payment, City Flavor must
receive payment 7 business days before the event takes place.
2. Overage Costs: City Flavor will invoice Customer for the Overage Cost at the
completion of each Catering Service.
3. Reservation Change: If Customer makes a request to change the date of Service,
City Flavor shall use its best efforts to accommodate Customer’s requests, but makes no
representations of warranties of availability of Food Vendor at the modified time and date. Any
successful reservation changes shall result in a $250 change fee, plus any additional costs
incurred by the Vendor.
Personnel
Amount of Personnel. CITY FLAVOR shall provide the appropriate amount of
personnel necessary and desirable to provide the services for the event agreed upon by both City
Flavor and Event Organizer to the Final Estimated Attendance.
Menu Selection
Provide List of Menu Items. CITY FLAVOR shall provide EVENT ORGANIZER with a
list of menu items, including beverage services, appropriate for the menu price agreed on and
listed in the fee schedule.
Final Menu Selection. EVENT ORGANIZER shall submit its final menu selection
in writing to CITY FLAVOR, including bar and beverage services, at least [14] Business Days'
before the Event Date.
Changes to Menu Selection. EVENT ORGANIZER may not make changes to its final
menu selection unless CITY FLAVOR consents in writing.
Changes to Menu
CITY FLAVOR's Changes to Menu Prices. CITY FLAVOR may change the costs of any
menu item up to [14] Business Days' before the Event Date.
Compliance with Laws. Each party shall comply with all applicable Laws and
notify the other party if it becomes aware of any non-compliance in connection with this
section.
Mutual Representations
Authority and Capacity. The parties have the authority and capacity to enter
into this agreement.
Execution and Delivery. The parties have executed and delivered this
agreement.
Enforceability. This agreement constitutes a legal, valid, and binding
obligation, enforceable against the parties according to its terms.
No Conflicts. Neither party is under any restriction or obligation that may
affect the performance of its obligations under this agreement.
Insurance
Insurance Requirement. CITY FLAVOR shall maintain the insurance necessary to
cover its obligations and responsibilities under this agreement, or any amount required by Law.
Proof of Insurance. At EVENT ORGANIZER's request, CITY FLAVOR shall provide
EVENT ORGANIZER with certificates or other acceptable proof of its insurance, describing the
coverage of its insurance, and notice of any material change to its insurance.
Liability for Guests. EVENT ORGANIZER shall be liable for any damages or
losses caused by guests at the Event.
Limitation on Liability. Neither party will be liable for breach-of-contract
damages that are remote or speculative, or that the breaching party could not reasonably have
foreseen on entry into this agreement.
Termination
Termination on Notice. Either party may terminate this agreement for any
reason but must notify the other party. Termination fees will be assessed depending on when the
cancellation occurs.
Termination for Material Breach. Each party may terminate this agreement with
immediate effect by delivering notice of the termination to the other party, if the other party
fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of
its obligations, covenants, or representations.
Termination for Insolvency. If either party becomes insolvent, bankrupt, or
enters receivership, dissolution, or liquidation, the other party may terminate this agreement
with immediate effect.
Termination Fees
Early Termination by EVENT ORGANIZER. If EVENT ORGANIZER cancels the Event
more than 14 Business Days' from the Event Date, CITY FLAVOR shall return the full amount of any
deposits and pre-payments of Compensation EVENT ORGANIZER made according to the fee schedule.
Late Termination by EVENT ORGANIZER. If EVENT ORGANIZER cancels the Event
less than 14 Business Days' from the Event Date, EVENT ORGANIZER will be deemed to forfeit the
full amount of any deposits and pre-payments of Compensation it made according to the fee
schedule.
Early Termination by CITY FLAVOR. If CITY FLAVOR terminates this agreement
for any reason (unless it is for a material breach by EVENT ORGANIZER) more than 14 Business
Days' from the Event Date, CITY FLAVOR shall return the full amount of any deposits and
pre-payments of Compensation EVENT ORGANIZER made according to the fee schedule in within [10]
Business Days' of the termination.
Late Termination by CITY FLAVOR. If CITY FLAVOR terminates this agreement for
any reason (unless it is for a material breach by EVENT ORGANIZER) less than 7 Business Days'
from the Event Date, CITY FLAVOR shall return the full amount of any deposits and pre-payments
of Compensation EVENT ORGANIZER made according to the fee schedule and agreed on by CITY FLAVOR
and EVENT ORGANIZER, and an additional 5% of total amount within [10] Business Days' of the
termination.
Notice and Failure to Notify
Notice Requirement. Before bringing a claim for indemnification, the
indemnified party shall notify the indemnifying party of the indemnifiable proceeding, and
deliver to the indemnifying party all legal pleadings and other documents reasonably necessary
to indemnify or defend the indemnifiable proceeding.
Failure to Notify.If the indemnified party fails to notify the indemnifying
party of the indemnifiable proceeding, the indemnifying will be relieved of its indemnification
obligations to the extent it was prejudiced by the indemnified party's failure.
"Law" means
(a) any law (including the common law), statute, bylaw, rule, regulation, order,
ordinance, treaty, decree, judgment, and
(b) any official directive, protocol, code, guideline, notice, approval, order,
policy, or other requirement of any Governmental Authority having the force of law.
"Taxes" includes all taxes, assessments, charges, duties, fees, levies, and other charges
of a Governmental Authority, including income, franchise, capital stock, real property, personal
property, tangible, withholding, employment, payroll, social security, social contribution,
unemployment compensation, disability, transfer, sales, use, excise, gross receipts, value-added
and all other taxes of any kind for which a party may have any liability imposed by any
Governmental Authority, whether disputed or not, any related charges, interest or penalties
imposed by any Governmental Authority, and any liability for any other person as a transferee or
successor by Law, contract or otherwise.
General Provisions
Binding Effect. This [agreement /plan] will benefit and bind the parties and
their respective heirs, successors, and permitted assigns.
Assignment. Neither party may assign this agreement or any of their rights or
obligations under this agreement without the other party's written consent.
Force Majeure. Neither party will be liable for performance delays nor for
non-performance due to causes beyond its reasonable control, except for payment obligations.
Governing Law. This agreement shall be governed, construed, and enforced in
accordance with the laws of the State of California, without regard to its conflict of laws
rules.
Dispute Resolution
Arbitration. Any dispute or controversy arising out of this agreement will be
settled by arbitration in California, according to the rules of the American Arbitration
Association then in effect.
Judgment. Judgment may be entered on the arbitrator's award in any court
having jurisdiction.
Arbitrator's Authority. The arbitrator will not have the power to award any
punitive [or consequential] damages.
Attorney Fees. If either party brings an Action to enforce their rights under
this agreement, the prevailing party may recover its expenses (including reasonable attorneys'
fees) incurred in connection with the Action and any appeal from the losing party.
Amendment. This agreement can be amended only by a writing signed by both
parties.
Entire Agreement. The parties intend that this agreement, together with all
attachments, schedules, exhibits, and other documents that both are referenced in this agreement
and refer to this agreement,
represent the final expression of the parties' intent relating to the subject matter of this
agreement,
contain all the terms the parties agreed to relating to the subject matter, and
replace all of the parties' previous discussions, understandings, and agreements relating to the subject matter of this agreement.