TERMS AND CONDITIONS

1.             This is a contract for hire only and not for sale.  All items provided are the property of SMR, Inc. t/a Talk of the Town (hereinafter “Talk of the Town”).

2.             The parties herein agree that they are separate and independent entities.  It is agreed that neither party to this Agreement is an authorized agent or representative of the other.  This Agreement shall in no way be construed to create a joint venture or undertaking between the parties herein.  Neither party has the authority to contract for or bind the other party in any way, and neither party is taking any responsibility or liability for the acts or omissions of the other party herein.

3.             Client understands that all artists and performers are independent contractors, unless expressly stated to the contrary.  Talk of the Town will not be responsible for any injuries or damages caused by the acts or omissions of any artists, performers or independent contractors, or any other damages, unless it is a case of direct negligence on the part of Talk of the Town and/or its employees.

4.             If Talk of the Town is unable to fulfill this Contract, client authorizes Talk of the Town to subcontract these services to another comparable vendor, with as much advance notice as possible, and so long as there is no significant and material change in the services and/or equipment initially set forth.  Talk of the Town's failure to perform under this Contract shall be excused by riots, strikes, acts of terrorism, war, acts of God, accidents, transportation problems, sicknesses or any other legitimate conditions beyond the direct control of Talk of the Town.

5.             Client shall at all times maintain complete control over the activities which are related to the equipment and/or services provided by Talk of the Town under this Contract.  Client agrees to be responsible for any and all of its agents, servants, employees, guests, customers and staff.  Client further agrees that client and its guests are under obligation to follow all instructions given by Talk of the Town or its employees regarding the use of any equipment or services provided in this contract.  Client understands that said instructions are essential to the safe and proper use of the equipment and services.  In the event that client or its guests fail to follow said instructions, Talk of the Town may halt the use of said equipment or services.  The exercise of such termination by Talk of the Town shall not release client from its full payment obligation under this Contract.  Client agrees to indemnify and hold harmless Talk of the Town, its agents, servants and employees from any and all liability or loss, and against any and all claims or actions based upon or arising out of property damage or personal injury, including death, to persons or property caused or sustained in connection with the use of services and equipment covered under this Contract, unless resulting from direct negligence on the part of Talk of the Town or its employees.

6.             The contracted fee herein is based strictly upon the contracted hours of performance as indicated above.  Arrival, delivery and/or set-up times are only estimates and are not binding upon Talk of the Town.

7.             Deposits are not refundable.  Cancellation by client for any portion of this Agreement prior to 10 days before an event will forfeit actual expenses incurred by Talk of the Town in connection with planning their event, and the remainder of the deposit will be held indefinitely and applied to another event scheduled by the client.  Cancellations within 10 days of an event will forfeit 50% of the deposit or actual expenses incurred by Talk of the Town, whichever is greater, and the remainder of the deposit will be held indefinitely for another event date.  Cancellations within 3 days of a scheduled event will forfeit 100% of deposit or actual expenses incurred by Talk of the Town, whichever is greater.  Rescheduling the event will be subject to availability of the desired equipment and/or services for the new event date.  Outdoor or winter events canceled or postponed due to inclement weather are covered under a separate event rider.

8.             Following the making of this Agreement, Client agrees not to solicit any acts, or performers, or to purchase or obtain any equipment directly, that client discovered and/or learned about as a result of this Agreement and the relationship with Talk of the Town, without the express permission of Talk of the Town, for a period of two years following the date of this Agreement.  If client violates this clause, and if said act, performance or equipment could have been provided through Talk of the Town, then client shall owe and become obligated to Talk of the Town for the amount Talk of the Town would have charged for said service or equipment, or the amount client actually paid for said service or equipment, which ever is greater.

9.             Client, or any of its agents, employees, guests or customers, are strictly prohibited from photographing, taping, filming or recording or otherwise documenting for any promotional or other business purposes any of the services or equipment provided under this Contract without the prior written consent of Talk of the Town.  Client agrees that if any such activity is conducted or used for promotional purposes, without the prior consent of Talk of the Town, client shall be liable to Talk of the Town for the amount of any proven monetary gain that resulted to client or the amount of any proven loss incurred by Talk of the Town as a result of lost business or opportunity, which ever is higher.  Client agrees, however, to allow Talk of the Town to take photographs or video of any event to be used solely for purposes of its brochure, or internal training or information materials.

10.           A fee of $35.00, or the actual charges incurred by Talk of the Town, whichever is higher, will be charged to client for any returned checks.

11.            Client is responsible for arranging all applicable electrical power and/or water access for any activities requiring such services.  Arrangements for extension cords, hoses and/or generators must be made in advance and noted in the Contract.  Client is also responsible for the safe use and maintenance of any cords, wires, or other related accessories.  Fees for additional equipment may be assessed if it is deemed unavoidably necessary for Talk of the Town to provide any such support services.

12.           Client agrees to comply with all laws, regulations, and/or orders which are imposed by either Federal, State or local government or agencies regarding the use of any services or equipment under this Contract.  Client is further responsible for securing any applicable permits, and furnishing Talk of the Town with the same.  Client is responsible for items lost, stolen or damaged during the event, and assumes full responsibility for such loss or damage by its guests, employees and/or customers, and agrees that Talk of the Town may impose repair or replacement charges for any lost, stolen or damaged items as determined by Talk of the Town.

13.           In the event Talk of the Town is required to hire or consult any attorneys, or to take legal action regarding any breach of this Agreement by client, or to collect any amounts due under this Agreement, client shall be responsible for all costs associated with such action, including reasonable attorney's fees, court costs and interest. 

14.           This Agreement may not be amended, supplemented, varied or discharged except in writing and signed by the parties herein.  This Agreement constitutes the entire Agreement between the parties and may not be cancelled or modified except in writing and signed by the parties.  

15.           This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland. 

16.           The obligations and rights under this Agreement shall be binding upon and inure to the benefit of any successors, affiliates or subsidiaries of either party herein.

17.           If any term or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties intention that such term or restriction be reformed to the extent permissible by law, and the remainder of the terms and restrictions of this Agreement shall remain in full force and effect and shall in no way be impaired or invalidated.

Client Name:                                                                                                                                                                          Event Date:                           

Agreed to by:         Signature                                                               Printed:                                                                   Date:                                      

Accepted on behalf of Talk of the Town