Event Management Contract

Background

Event management contract is required for appointment of an event manager for supervising every particular
aspect during an event (e.g. marriage, business conference, etc.). A music concert, wedding, book launch
event, any corporate event, cocktail parties etc. may require an event management contract. Functions involved
could be booking of venue, decorations, catering, performances and other logistics.

An event management contract is a legally binding contract entered into by event manager and client for the
purpose of providing event management services by the former to the latter.

This contract regulates transactions between the event manager and the client. The event manager is to
provide supervisory and other administrative services to organize the event as per the terms and conditions of
the client.

An event management agreement is heavily dependent on the commercial terms which are specified in the
schedules, which can be customized (see Schedule 1, 2 and 3 of this agreement). The event manager may
provide one or more of the following services:

1. Reserving a location for the event 2. Coordination with outside

vendors 3. Developing a parking plan 4. Designing emergency
contingency plan 5. Ensuring compliance with health and safety
standards 6. Managing staff responsible for each function 7. Overseeing
execution of an event 8. Monitoring of the event 9. Resolving event
situations on site

Other than the above, unique clauses are the duty to give clear instructions, intellectual property clause,
clauses regarding the event premises, insurance, implications of change of control or acquisition of the event
manager, etc.

Details of each of the above services, mechanisms to measure that they have been performed and
consideration for each service can be precisely indicated in the schedules. A variable component or incentive
can be included in the consideration which is based on the client’s subjective satisfaction or an objective survey.

Note that event planning is not to be confused with event management. Event planning involves working with
the client from the point of conceptualization, discussing the event ideas, theme, budget, catering, etc. Event
management is the actual execution of the event once the plan is ready. Event management includes creating,
coordinating, and managing every different aspect of an event. However, an event manager could also provide
event planning services and you can include that in the schedule as well.

EVENT MANAGEMENT AGREEMENT

This [_______________] ( Agreement ) is entered into on this [●] day of [●] ( Effective Date ):

BY AND AMONG:
(1) [●], a company with CIN [●] incorporated under the laws of [●], and having its
registered office at [●], hereinafter referred to as [ Event Manager ];

AND

(2) [●], an individual with [Aadhar Number/ PAN Number] [●] and permanent address
[●], hereinafter referred to as [ Client ];

The Event Manager and the Client are hereinafter individually referred to as a Party and collectively as the
Parties .

NOW, THEREFORE , in consideration of the promises and the mutual covenants set forth herein, the Parties
hereto, intending to be legally bound, hereby agree as follows:

WHEREAS:
A. The Client is primarily engaged in [...] and the Event Manager is in the business of
[promotion, delivery, and management of [...] events. B. The Client has requested that the Event Manager
provide certain event management services to the Client. This Contract is entered into between the parties
for the appointment of the Event Manager and the supply of event management services (as defined in the
Contract) by the Event Manager to the Client as further detailed and set out in the Services Sheet
(Schedule II) subject to the provisions of the terms and conditions this Contract.

The Event Manager and the Client agree to be bound by the terms and conditions of this Contract in respect of
the provision of the Event Management Services by the Event Manager to the Client. Each party acknowledges
that it has read this Contract and understands and agrees to be bound by its provisions.

1. Definitions
The capitalised terms are defined words and the meanings are set out in this Contract. The words which are
used in this Contract which have special meanings, specially defined words and other guides to understanding
this Contract can be found at the end of this Contract in the Glossary set out at [...], if not earlier defined in the
body of this Contract.

2. Appointment and Event Management

2.1 The Client pursuant to the Contract engages the Event Manager to provide the Event Management Services
to the Client and the Event Manager agrees to provide the Event Management Services for the Term upon the
terms and subject to the conditions of the Contract.

2.2 The Client has granted to the Event Manager the [sole and exclusive] right for the Term to manage the
Event and provide the Event Management Services on the terms and conditions set out in this Contract. The
Client appoints and grants to the Event Manager and the Event Manager accepts from the Client the right to
manage the Event under the Name as provided in this Contract.

2.3 All proposals made, quotations given, instructions accepted and contracts entered into by Event Manager
with any person for the supply of the Event Management Services are subject to the provisions of this Contract
to the exclusion of any other terms and conditions subject to which the Contract is accepted or purported to be
accepted by the Client.
2.4 The Client agrees in addition to the grant of the right to use the Name to make available to the Event
Manager the use of [all fixtures and fittings], equipment and furnishings presently in and on the Premises.

2.5 The Event Manager shall not use the Name or any derivation of the Name or similar name for any other
purpose nor for any other premises other than with the prior written consent of the Client [(such consent not to
be unreasonably withheld, delayed or conditioned)].

2.6 The goodwill of the Event and the right to the Name shall not pass to the Event Manager at any time.

2.7 Unless otherwise agreed by the parties in writing, the Client shall at its own expense supply the Event
Manager with all necessary Documents or other materials, and all necessary data or other information relating
to the Event Management Services, within sufficient time to enable the Event Manager to provide the Event
Management Services in accordance with the Contract.

2.8 The Event Management Services shall insofar as is reasonably practicable be provided in accordance with
the specification (if any) set out in the Event Management Services Sheet (Schedule II) but subject to provisions
of this Contract and shall be performed at such times as [set out in this Contract] [as agreed between the
parties] [the Event Manager shall in its sole discretion decide.]

2.9 The Client shall afford to the Event Manager all reasonable co-operation in all matters relating to the
performance of Event Manager’s obligations under the Contract.

2.10 The Event Manager does not warrant, guarantee or undertake on behalf of any third party supplier or
service provider that access to any facilities or any products or services will be uninterrupted or of any particular
level of availability or quality.

3. Event Management Materials

3.1 The Intellectual Property Rights in any Client Material shall belong to the Client.

3.2 The Intellectual Property Rights in any Event Manager Material shall belong to the Event Manager, subject
only to the right of the Client to use the Event Manager Material during the Term.

3.3 The Client warrants to the Event Manager that any Client Material and its use by the Event Manager for the
purpose of providing the Event Management Services shall not infringe the copyright or other rights of any third
party, [and the Client shall indemnify Event Manager against any loss, damages, costs, expenses or other
claims arising from any such infringement.]

4. Client’s Obligations
4.1 The Client shall:
4.1.1 promptly and fully respond to all communications of the Event Manager
relating to the provision of the Event Management Services;

4.1.2 fully and promptly liaise with the Event Manager on matters relevant to the
provision of the Event Management Services;

4.1.3 conduct its affairs at all times in a proper and reputable manner observing all
legal requirements in relation to its business;

4.1.4 provide proper and clear instructions to the Event Manager in respect of all the Client’s
requirements in relation to the Event Management Services, any Additional Services or in connection
with the Contract; and
 4.1.5 pay the Charges promptly when due and if not paid on the due date shall pay such applicable
default interest at the specified rate from time to time in force.

4.2 Throughout the Term of the Contract:

4.2.1 the Client shall [at its sole cost and expense] afford the Event Manager such access to the Client’s
information or records and other materials relevant to the Event Management Services as the Event
Manager may [reasonably] require in connection with or to provide the Event Management Services;

4.2.2 the Client shall assume responsibility for complying with all laws and
regulations in connection with [the Event Management Services.]

5. Event Manager’s obligations

5.1 The Event Manager undertakes and agrees with the Client during the Term of this Contract to carry out and
comply with the obligations set out in this Contract in respect of the Event.

5.2 The Event Manager shall:

5.2.1 promptly and fully respond to all communications of the Client relating to the
provision of the Event Management Services;

5.2.2 fully and promptly liaise with Client on matters relevant to the provision of the Event Management
Services, any Additional Services and the Fees or Charges;

5.2.3 conduct its affairs at all times in a proper and reputable manner observing all
legal requirements in relation to its business;

5.2.4 provide proper and clear requests to the Client in respect of its Fees or Charges and any
requirements in relation to the Event Management Services, any Additional Services or in connection
with the Contract;

5.2.5 pay any sums promptly to the Client when due and if not paid on the due date shall pay such
applicable default interest at the specified rate from time to time in force;

5.2.6 afford the Client such access to the Event Manager’s information or records and other materials
relevant to the Event Management Services, Charges or Fees as the Client may require in connection
with the Event Management Services;

5.2.7 shall assume responsibility for complying with [all laws and regulations in
connection with the Event Management Services.]
5.3 During the Term of this Contract the Event Manager shall:

5.3.1 within a period of [five (5) days from the execution of this Contract,] [provide a disbursements and
expenses budget in respect of the Event] and from time to time during the Term provide to the Client on
a regular basis with a detailed reconciliation of the disbursements and expenses budget.

5.3.2 use its [reasonable] [best] endeavours to ensure that the media coverage of
the Event is maximised and that there is adequate publicity for the Event;

5.3.3 promptly bring to the notice of the Client any information received by the Event Manager which is
likely to be of use or benefit to the Client in the marketing of its [own] services or products at the Event;

5.3.4 keep all Client Material, all other information and material supplied by the
 Client as confidential until [written] approval to release is given by the Client;

5.3.5 keep the Client fully informed at all times of all [relevant] [material] activities of the Event Manager
in relation to the promotion of the Event and the provision of the Event Management Services.

5.4 During the Term the Event Manager further undertakes to:

5.4.1 promptly pay all the outgoings in respect of the Premises and running expenses and liabilities of
whatsoever nature in respect of the Premises and/or the running of the Event [including without limitation
the public liability insurance, television licences and other permits or licences;]

5.4.2 take all reasonable care to ensure that the Equipment (as set out in Schedule V) is maintained in at
least as good a condition as it is in at the Commencement Date [subject to normal wear and tear and to
replace at the expense of the Event Manager all items requiring replacement during the Term;

5.4.3 operate and manage the Event [within the Premises] with [the Employees and] appropriately
qualified and experienced staff using reasonable care and skill;

5.4.4 maintain, protect, extend and develop the goodwill of the Event during the
Term; and

5.4.5 to conduct the Event in a lawful, orderly and high class manner.

6. Fees and Charges

6.1 The Client shall pay to the Event Manager the Fees or Charges as set out in
Schedule [III] as the fees in respect of the Event Management Services.

6.2 Subject to any special terms agreed in writing by the parties, the Client shall pay the Fees and any Charges
or any expenses together with such additional sums which are agreed between the Event Manager and the
Client for the provision of the Event Management Services and any Additional Services.

6.3 The Client shall be liable for costs [or charges] incurred as a result of the Client’s instructions or lack of
instructions, the inaccuracy of any Client Material or any other cause attributable to the Client.

6.4 The Event Manager shall be entitled to vary its standard [charges] from time to
time by giving not less than [...] ([...]) days’ written notice to the Client.
6.5 All sums quoted payable to either party under the Contract are exclusive of any GST, for which [the other
party] shall be additionally liable at the applicable rate from time to time.

6.6 The Fees, Charges and any additional sums due and payable under this contract shall be paid in full by the
Client into such account as the Event Manager shall [reasonably] instruct (together with any applicable GST
and without any set-off or other deduction whether for withholding tax or otherwise) immediately upon receipt of
Event Manager’s invoice.

6.7 The Client shall pay to the Event Manager [the Charges, including] the cost of any service or item provided
by the Event Manager at the specific request of the Client which is not included in the disbursements and
support budget annexed to this Contract.

6.8 If payment is not made on the due date, the Event Manager shall be entitled, without limiting any other
rights it may have, to charge interest on the outstanding amount (both before and after any judgment) at the
rate of [three percent (3%)] above the base rate from time to time of [...] Bank plc from the due date until the
outstanding amount is paid in full.
6.9 The Client shall reimburse the Event Manager for all out of pocket expenses incurred by it in connection
with the Event Management Services for the Client [whether or not invoiced as part of the Charges.]

6.10 The Event Manager shall not be obliged to provide Event Management Services unless all fees and
disbursements due to it in relation to the provision of the Event Management Services are received in advance
or in accordance with the provisions of this Contract. [ Comment- Sub-clauses related to circumstances for
increasing fees, cost or charges, shared fee arrangement and commission rates can be added.]

7. Contract Term, Event Cancellation and Termination

7.1 This Contract shall commence on the Commencement Date and shall continue in full force and effect during
the Term [unless and until earlier terminated in accordance with the provisions of this Contract.

7.2 The Term shall be renewable upon prior Contract between the parties to this Contract as to the relevant
applicable terms for such renewal. Following a written notice served by the Client on the Event Manager
notifying the Event Manager of its wish to extend the initial term of this Contract for a further term, the parties
undertake to each other to negotiate in good faith the proposed renewal of such term and this Contract for such
period.

7.3 For the avoidance of doubt, the parties acknowledge and agree that:

7.3.1 the Event Manager is not obliged to return to the Client the Fees or any part of the Fees if the
Event is cancelled within [ten (10)] [business] days of the date when it is due to take place.

7.3.2 if in any year during the Term for any reason either the Event [or a substantial part thereof] does
not take place or is cancelled [by the Client] [for any reason whatsoever] and no substitute event is
provided or to be provided [to] [by] the Client, then the Event Manager and the Client shall negotiate in
good faith with a view to agreeing upon a [fair and reasonable] reduction in the amount of the Fees or
Charges. If the parties are unable to reach Contract then the matter shall be referred to either an
independent chartered accountant agreed between the parties for final and binding expert determination
(or, failing Contract, appointed by the President of the Institute of Chartered Accountants in India at the
request of either party) or to the relevant mediator under the alternative dispute resolution procedure set
out below at clause [20].]]

7.3.3 the Client shall have sole responsibility for the holding and organisation of the Event and [except as
expressly set out in this Contract,] the Event Manager shall not be liable under this Contract if the Event
does not take place.

7.4 Either party may terminate this Contract with immediate effect by written notice if the other commits a
material breach of this Contract (and in the case of a breach capable of remedy) fails to remedy it within [twenty
one (21)] days of receipt of a written notice from the party not in default specifying the breach and containing a
warning of an intention to terminate if the breach is not remedied.

7.5 Either party may terminate this Contract with immediate effect on written notice:

7.5.1 if the other party ceases or threatens to cease to carry on its business or if a receiver, administrator
or similar officer is appointed over all or any part of the assets or undertaking of the other party;

7.5.2 if the other party makes any arrangement for the benefit of its creditors or if the other party goes
into liquidation save for the purposes of a genuine amalgamation or reconstruction or becomes bankrupt.

7.5.3 if the other party shall become bankrupt or have a bankruptcy order made
against him/her if as individuals;
 7.5.4 if the other party shall have a receiving order made against it, shall make or negotiate for any
composition or arrangement with or assignment for the benefit of its creditors; or

7.5.5 if the other party being a body corporate, shall present a petition or have a petition presented by a
creditor for its winding up or shall enter into any liquidation (other than for the purpose of reconstruction
or amalgamation), shall call any meeting of its creditors, shall have a receiver of all or any of its
undertakings or assets appointed, or shall cease to carry on business;

7.5.6 if the other party has been subject to a Force Majeure Event for a continuous
period of more than [seven (7)] days.]

7.6 The Contract may be terminated:

7.6.1 by the Event Manager any time after the Client has [lost] any permit or
authority in respect of the Premises where the Event is to take place;

7.6.2 any time after the minimum period as set out in the Contract (if applicable) by
either party upon service of [... (...)] months’ notice in writing to the other;]

7.6.3 forthwith by the Event Manager if the Client fails to make payment of any
sums due under this contract on the due date;

7.6.4 forthwith by either party if the other party shall become unable to pay its debt
or otherwise suffers an insolvency event; or

7.6.5 forthwith by the [Client] [Event Manager] upon notice to the [Event Manager] [Client] in the event
that the [Client] [Event Manager] or its employees or agents shall have engaged in any conduct
prejudicial to the business of the [Event Manager] [Client] or in the event that the [Client] [Event
Manager] considers that a conflict or potential conflict of interest has arisen between the parties.]

7.7 [This Contract shall automatically terminate upon any of the following events:

7.7.1 forfeiture of the Lease;

7.7.2 the Event Manager failing to pay any monies due under this Contract within [...] days of the later of
the date on which such sums fall due for payment and the date on which the Event Manager receives the
Client’s written demand thereof;

7.7.3 the Premises is closed or the event is cancelled for a period of more than [...] consecutive days for
any reason other than for the purposes of the refurbishment of the Premises in accordance with this
Contract or as a result of the damage or destruction of the Premises.

7.8 Any termination of the Contract pursuant to this clause [7] shall be without prejudice to any other rights or
remedies a party may be entitled to under the Contract or at law;

7.9 Any termination of the Contract shall not affect any accrued rights or liabilities of either party nor the coming
into or continuance in force of any provision which is expressly or by implication intended to come into or
continue in force on or after such termination.

7.10 Upon termination of this Contract for whatever cause the Event Manager will be paid all money(ies) due to
the Event Manager (whether in respect of Fees, Charges or otherwise) after taking into account amounts
previously paid [together with all other relevant costs as specified in Schedule [III].

7.11 The Client shall be entitled to and shall have the option to terminate this Contract without liability
whatsoever in the event of the occurrence of a change of control in the Event Manager. A change of control for
the purpose of this clause mean [...].

7.12 Following termination of this Contract for whatever reason, the Event Manager shall return or destroy (as
the Client shall instruct in writing) no later than [seven (7)] days after such information, all Documents,
databases, Event specification, technical information and any other data supplied to the Event Manager during
the Term and all and any copies made of the whole or any part of the same.

7.13 The expiry or termination of this Contract shall be without prejudice to the rights of the parties accrued up
to the date of such expiry or termination nor shall it affect the coming into force or the continuance in force of
any provision in this Contract which is expressly or by implication intended to come into or to continue in force
on or after such termination.

7.14 Following the expiry or termination of this Contract, all provisions of this Contract shall cease to have
effect, except that any provision which can reasonably be inferred as continuing or is expressly stated to
continue shall continue in full force and effect.

7.15 Upon request from the Client, the Event Manager shall provide to the Client a certificate, certifying that it
has complied with the post-termination obligations of this Contract as set out in this clause [7] except to the
extent expressly permitted in writing by the Client

7.16 [On expiry or termination of this Contract, the Event Manager shall promptly:

7.16.1 return all Confidential Information and all copies of the Event specification, the Client Material, the
databases and all materials developed by the Event Manager which relate to the Event or the Event
Management Services to the Client.

7.16.2 provide all such assistance as is reasonably requested by the Client in transferring the
management of the Event and provision of the Event Management Services to the Client or another
event service provider, subject to payment of the Event Manager's expenses reasonably incurred.]

[ Comment - Grounds of inaccuracy of warranties or representations, cancellation or postponement of an

event, loss of licence or applicable permit and breach of applicable law can be added.]

8. Non-Disclosure and Confidentiality

8.1 [Each and undertakes to the other party that it will use the Confidential Information solely for the purposes of
this Contract and that it shall not under any circumstances disclose, whether directly or indirectly, to any third
party such information other than is required to carry out the purposes of this Contract or expressly permitted
under the provisions of this Contract.]

8.2 The parties agree on the following terms not at any time during the Term to divulge or allow to be divulged
to any person any Confidential Information relating to the business or affairs of the other party to this Contract.

8.3 Each of the parties agree and undertake to the other that they shall each, during and after the Term of this
Contract preserve the confidentiality of, and not directly or indirectly reveal, report, publish, disclose or transfer
or use for its own or any other purposes Confidential Information except:

(a) in the circumstances set out in clause [8.4] below;

(b) to the extent otherwise expressly permitted by this Contract; or

(c) with the prior consent in writing of the party to whose affairs such Confidential
 Information relates.

8.4 [The circumstances referred to in clause [8.3(a)] above are:

(a) where the Confidential Information is in the public domain;

(b) where the Confidential Information enters the public domain otherwise than
as a result of a breach of the obligations of the party in this clause [8];

(c) if and to the extent the party makes disclosure of the Confidential Information
to any person:

(i) in compliance with any requirement of law;

(ii) in response to a requirement of any applicable regulatory authority to which the party is subject
where such requirement has the force of law; or

(iii) in order to obtain tax or other clearances or consents from the Inland
Revenue or other relevant taxing or regulatory authorities; or

(d) to the employees, directors, agents, consultants and professional advisers of

the party.]
8.5 Provided always that any such information disclosable pursuant to clauses [8.4(c)(i)], [8.4(c)(ii)] or [8.4(c)
(iii)] shall be disclosed only to the extent required by law.

8.6 [In the event of such disclosure the relevant party shall [seek to] obtain from such third parties duly binding
Contracts to maintain in confidence the information to be disclosed to the same extent at least as the relevant
party is so bound under this Contract.]

8.7 Each party further agrees that upon expiry or termination of this Contract it shall not directly or indirectly, or
through any subsidiary or agent or otherwise), seek to or sell, sub-license, market, distribute or otherwise deal
with any of any database, or the rights or Intellectual Property Rights (in whole or in part) or have any database
developed upon any Confidential Information supplied to it by the other party, or in any way pursuant to this
Contract.

8.8 All information (including, without limitation, the terms of the Contract, business and financial information,
customer and vendor lists and pricing and sales information) disclosed by either of the parties (“the Disclosing
Party”) to the other party (“the Receiving Party”) pursuant to the Contract shall be confidential. The Receiving
Party shall maintain the confidentiality of all such information and shall not, without the prior written consent of
the Disclosing Party (i) utilize the same, directly or indirectly, for its own business purposes or for any other
purpose or (ii) disclose the same to any third party.

8.9 The restrictions contained in this clause shall continue to apply after the termination
or expiry of this Contract without limit in time. [ Comments- Confidential information clause defines what
the parties deem to be proprietary and protected by the terms of the agreement. The clause typically defines
what is, and what is not, confidential and these agreements are between parties that state information to be
kept confidential, thus barring the receiving party from disclosing the information. This clause explains what
information to be kept confidential, post-termination obligation regarding the same, what information can be
disclosed, the time period for keeping the information confidential.]

9. Intellectual Property Rights

9.1 All Intellectual Property Rights in the Client Material are and shall remain the property of the Client at all
times, and neither the Event Manager nor any third party shall obtain proprietary rights in or to the Client
Material under the terms of this Contract.

9.2 The Event Manager acknowledges that all Intellectual Property Rights in the [event management
specification and including the content of any database provided by the Client] arising in connection with this
Contract shall be the property of the Client.

9.3 The Event Manager shall procure that any third party including its employees, agents, consultants and
representatives promptly waives all moral rights in [the event management specification and including the
content of any database], and the Client Material arising now or in the future under Part I, Chapter IV of the
Copyright, Designs and Patents Act 1988, or any similar provisions of law in any jurisdiction.

9.4 At the Client's request, the Event Manager shall execute specific assignments of all such Intellectual
Property Rights and execute, acknowledge and deliver such other documents and take such further action as
the Client may require at any time to vest or evidence title in the format of the Event or any specification, the
database and the Client Material in the Client.

9.5 The Event Manager shall not (except for the benefit of the Client or as permitted under this Contract) use or
exploit for any purpose whatever (including to the financial detriment or commercial disadvantage of the Client)
any of the Client’s Intellectual Property Rights or Confidential Information which the Event Manager receives or
obtains as a result of entering into this Contract or as a result of prior investigations, negotiations or access to
information, and shall use its [reasonable] [best] endeavours to prevent its employees or agents (including the
employees and agents of representatives) from doing so.

9.6 The Event Manager undertakes to the Client that it shall not directly or indirectly use or re-create the format,
look and feel or business of the Event, the Client Material or anything substantially similar to it for any third party
during the Term of the Contract.

9.7 The Event Manager shall not do or authorise any third party to do any act that would or might invalidate or
be inconsistent with the Client’s Intellectual Property Rights, and must not omit to do any act that, by its
omission, would have that effect or character, or authorise any third party to omit to do any such act.

9.8 [Each Party shall notify the other of any actual, threatened or suspected infringement of any Intellectual
Property Rights that comes to that party’s notice, and of any claim by any third party coming to its notice that
any Intellectual Property Rights infringes any rights of any other person.

9.9 The Event Manager agrees and acknowledges to the Client that following expiry or termination of this
Contract, the Event Manager shall immediately discontinue use of any Intellectual Property Rights of the Client.]

9.10 The Event Manager acknowledges that the Intellectual Property Rights belonging to the Client are only
used by the Event Manager under the terms of this Contract or any express written Contract pursuant to it
during the Term of this Contract.

9.11 The Event Manager shall not during or after the Term of this Contract, be entitled to use any name, trade
name, trading style or reputational mark used by the Client without the prior written consent of the Client (such
consent not to be unreasonably withheld, delayed or conditioned)].

9.12 The Event Manager acknowledges and agrees that all Intellectual Property Rights in [the sponsorship
rights, database, Event format or specification] belong to, vest and shall always remain vested in the Client or
its respective licensors and that the Event Manager has no right, title or interest in or to such Intellectual
Property Rights [other than as expressly set out in this Contract in relation to the licence granted or as permitted
by law.]

9.13 The Client, at its own expense, shall (i) defend, or at its option, settle any claim or suit brought against the
Event Manager by a third party on the basis of infringement of any Intellectual Property Rights by the
sponsorship rights, the database provided by the Client or the Client Material (excluding any claim or suit
deriving from any Event Manager provided item); and (ii) pay any final judgment entered against the Event
Manager on such issue or any settlement of such claim orr proceedings, provided that: (i) the Event Manager
notifies the Client promptly of each such claim or proceedings; (ii) the Client is given sole control of the defence
and/or settlement; and the (iii) Event Manager fully co-operates and provides all reasonable assistance to the
Client in the defence or settlement.]

9.14 The Event Manager shall indemnify and hold the Client (and its clients or agents) harmless from and
against any cost, losses, liabilities and expenses, including reasonable legal costs arising from any claim
relating to or resulting directly or indirectly from (i) any claimed infringement or violation by the Event Manager
of any third party’s Intellectual Property Rights with respect to the use of the Event Manager’s Material, Event
Management Services or commercial activities outside the scope of this Contract; (ii) any access to or use of
other database by a third party, and (iii) use by the Client of any other Event Manager provided item.]]

9.15 [Notwithstanding any provision to the contrary], [the Event Manager shall defend, hold harmless and
indemnify the Client (and its clients officers or agents) against all loss, damage, claims, liabilities, fees, costs
and expenses arising out of any action brought against the Client based on a claim that the Event Management
Services or the Event Manager Material infringe any Intellectual Property Rights of any third party, and shall
provide security for all such costs, provided that:

9.15.1 the Event Manager is notified promptly in writing of any such claim;

9.15.2 the Client makes no admission or settlement of such claim without the
Event Manager's prior written consent;

9.15.3 the Event Manager has sole control of the defence and any negotiations for
compromise;

9.15.4 the Client provides, at the Event Manager's sole cost and expense, such
assistance as the Event Manager reasonably requires; and

9.15.5 it shall not prejudice to the Client's right to damages for such termination.]

10. Data protection

10.1 Each party undertakes to comply with its obligations under applicable data
protection laws.

10.2 Each party shall promptly notify the other of any breach of any of its obligations
under the Data Protection Act 1998 and/or related regulations.

10.3 The Event Manager undertakes and warrants to the Client that, to the extent it processes any personal
data on behalf of the Client, it shall act as the Client's data processor for the purposes of the Data Protection
Act 1998 and only on instructions from the Client.

10.4 The [Event Manager] [parties] shall put in place appropriate technical and organisational security measures
against unauthorised or unlawful processing of any personal data and against accidental loss or destruction of,
or damage to, personal data or the [Client Material] [Event Manager Material] [relevant party materials].

10.5 References to data processor and personal data in this Contract has the meaning given in the Data
Protection Act 1998. [ Comment- This clause provides for both the parties to protect their data under the
provisions of Information Technology Act, 2000.]
11. Event Property/Location/Premises

11.1 The Client undertakes to the Event Manager to:

11.1.1 pay as and when due all rents and other sums payable by the Client under
the terms of the Lease; and

11.1.2 pay all business rates and other taxes relating to the Premises; and

11.1.3 observe and perform the obligations of the Client on its part as tenant under the terms of the
Lease and enforce the obligations of the landlord under the terms of the Lease.

11.2 The Client undertakes to the Event Manager that during the Term, the Client shall, without prejudice to its
rights against the Event Manager, do all acts and things necessary to prevent forfeiture of the Lease.

11.3 The Client shall not in any circumstances surrender or agree to surrender the Lease without the Event
Manager’s prior written consent [(such consent not to be unreasonably withheld, delayed or conditioned)].

11.4 The Event Manager and the Client agree that as between the parties, the Client shall be and remain the
rateable occupier of the Premises. The Client shall be liable for payment of water rates and shall indemnify and
keep the Event Manager fully and effectively indemnified against all liability for business, water and all rates
payable in relation to the Premises.

11.5 This Contract shall create a mere permission to operate and manage the Event at the Premises and not a
lease or tenancy of the Premises or an exclusive right of occupation of the Premises and it is agreed by the
parties that the Client has no power or right to confer on the Event Manager any of the rights, privileges or
obligations contained in Part II of the Landlord and Tenant Act 1954.

11.6 During the Term, the Client shall leave at the Premises all the Equipment belonging
to the Client and used in the Event as listed in Schedule [V].

11.7 [The Event Manager agrees and undertakes with the Client as follows:

11.7.1 to fit out the Premises and maintain the Premises in accordance with the
covenants and provisions of the Lease and as required by the Client;

11.7.2 not to operate the Premises other than for the purpose of the Event;

11.7.3 to make the Event open continuously during the usual trading hours for a
business of the type of the Event;

11.7.4 not to seek to part with, or share possession of, any space within the Premises to any person, firm
or company and not to do or suffer or permit the doing of any act, matter or thing at or on the Premises
which will cause the Client to be in breach of the terms of the Lease or in any way jeopardise the same;

11.7.5 to preserve the character of the Premises and to comply with all laws,
legislation and regulations applicable to the operation of the Event;

11.7.6 not to permit any of the customers of the Event or employees of the Event
to loiter outside or within the vicinity of the Premises;

11.7.7 to take all necessary steps to prevent any nuisance, annoyance or

disturbance to residents or other occupiers in the vicinity of the Premises;
 11.7.8 not to seek to prevent in any way the Client or its landlord or superior landlord or their respective
officers, employees, agents or representatives from exercising their respective rights in relation to the
Premises and to observe all rules from any of these in respect of the Premises.]

12. Warranties and Limitation of Liability

12.1 The Event Manager warrants to the Client that the Event Management Services will
be provided using reasonable care and skill.

12.2 Notwithstanding any provision to the contrary, any dates, periods or times specified by the Event Manager
in the Contract are estimates only and time shall not be of the essence for the performance by the Event
Manager of its obligations under the Contract.

12.3 The Client warrants to the Event Manager that the Client is entitled to the benefit of
all applicable licences for the Event.

12.4 Except in respect of death or personal injury caused by the Event Manager’s negligence, or as expressly
provided in this Contract, the Event Manager shall not be liable to the Client by reason of any representation
(unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the
express terms of the Contract, for any loss of anticipated savings, business revenues, or profits (whether
categorised as direct or indirect) or any indirect, special or consequential loss (including losses arising from
business interruption, wasted management time, loss of goodwill, data and all other such loss whether or not
arising in the normal course of business), damages, costs, expenses or other claims (whether caused by the
negligence of the Event Manager, its servants or agents or otherwise) which arise out of or in connection with
the provision of the Event Management Services or their use by the Client.

12.5 The Client agrees to indemnify and keep the Event Manager fully indemnified from and against any loss,
claim or liability whatsoever incurred or suffered by the Event Manager as a result of negligence or any default
by the Client (or its employees, agents or representatives) of its obligations however arising in connection with
the Event Management Services, together with expense, claim, loss or damage which the Event Manager or
any of its employees, agents, subcontractors and other clients) may suffer due to the negligence or breach of
the Client (or its employees, agents or subcontractors).

12.6 The Client acknowledges and agrees that the express obligations and warranties made by the Event
Manager in this Contract are in lieu of and to the exclusion of any other warranty, condition, term, undertaking
or representation of any kind, express or implied, statutory or otherwise relating to anything supplied or services
provided under or in connection with this Contract including (without limitation) as to the condition, quality
performance, satisfactory quality or fitness for purpose of the Event Management Services or any part of them.

12.7 The Event Manager acknowledges that the Client’s obligations and liabilities are
exhaustively set out in this Contract.

12.8 The entire liability of the Event Manager to the Client under or in connection with the Contract (howsoever
arising) shall not in any event exceed [the amount of the Fees [and Charges] actually paid by the Client for the
provision of the Event

Management Services and the Additional Services for the [minimum period set out in the Contract (or the [first
year] of the Contract, if no minimum period).]]

[OR]

Notwithstanding any provision of this Contract, the Client’s total liability (whether in contract, tort, including
negligence or otherwise) under or in connection with this

Contract [and any other Contract with the Event Manager] relating to the Event Management Services, the
Additional Services or based on any claim for indemnity or contribution] shall not exceed [a sum equivalent to
the relevant specific [Fees] [Charges] or part of the [Charges] [Fees] as the case may be.] [the sum of [...]
pounds.]]

[OR]

Except for liability for death or personal injury (and as set out in clause [12.9] below), each party's aggregate
liability in respect of claims based on events in any calendar year arising out of or in connection with this
Contract or any collateral contract, whether in contract or tort (including negligence) or otherwise, shall in no
circumstances exceed [...] Pounds (£...).] [This clause shall not apply to the Event Manager's liability under
clause [X] which shall be unlimited in respect of a breach of third party intellectual property rights.]]

12.9 [The [Client] [Event Manager] shall indemnify the [Event Manager] [Client] against all claims for personal
injury or death caused by the negligence of the [Event Manager's] [Client’s] employees in connection with the
performance of their duties under this Contract.]

12.10 Nothing in this Contract shall operate to exclude or limit either party's liability for death or personal injury
caused by its negligence, or any breach of the terms implied by Section 12 of the Sale of Goods Act 1979 or
Section 2 of the Supply of Goods and Services Act 1982, or fraud; or any other liability which cannot be
excluded or limited under applicable law.

12.11 The Client shall not be liable for damage to any property or for any losses, claims, actions, proceedings,
damages, costs or expenses or other liability incurred by the Event Manager (or any person of its customers or
third party invitees) unless the same is caused directly by any breach of this Contract by the Client or result
from any negligent act or omission of the Client.

12.12 The Client and the Event Manager each agree and acknowledge that the allocation of risk in this clause
[12] is fair and reasonable in the circumstances [having been taken into account in setting the level of the
[Charges] or the Event Management Services. [ Comment- Clause regarding mutual exclusion of liability for
consequential loss or other specific loss can be added.]

13. Force Majeure

13.1 Neither party will be liable for any delay in performing or failure to perform any of its obligations (other than
a payment obligation)] under this Contract caused by the occurrence of a Force Majeure Event.

13.2 The Event Manager shall not be liable to the Client or be deemed to be in breach of the Contract by reason
of any delay in performing or any failure to perform any of Event Manager’s obligations under the Contract if the
delay or failure was due to any circumstances or cause beyond the Event Manager’s reasonable control. For
the avoidance of doubt, any delay or failure by any third party shall not relieve the Event Manager from liability
for delay or failures except where that delay or failure is also beyond the reasonable control of the Event
Manager.
13.3 A party who becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to,
any failure or delay in performing its obligations under this Contract shall forthwith notify the other in writing and
shall inform the other of the period for which it is estimated that such failure or delay will continue.

13.4 The affected party shall promptly take all reasonable steps to mitigate the effect of the Force Majeure
Event. If the Force Majeure Event continues for a continuous period of more than [seven (7)] days, the non-
affected party may terminate this Contract by written notice to the other party. [ Comment- A Force Majeure
(French for "superior force") is a contract provision due to which a party suspends or terminates the
performance of his/her obligations when certain circumstances beyond their control arise, making performance
inadvisable, commercially impracticable, illegal, or impossible. This clause proves as good defence for a party
who genuinely could not perform his obligations towards the contract.]

14. Staff and Employees

14.1 From the Commencement Date, the Event Manager shall employ in the Event the persons listed in
Schedule [V] as the Employees on such terms as it shall agree with each of them.

14.2 The Client shall indemnify and keep indemnified the Event Manager against any liability from and against
any claim by an Employee as a result of anything done or omitted to be done by the Client or its predecessors
in relation to the Employee’s employment prior to the Commencement Date.

14.3 The Event Manager shall indemnify and keep the Client fully and effectively indemnified against any
liability arising out of or in connection with any Employees’ employment after the Commencement Date, to the
date of the termination of this Contract.]]

15. Guarantee

15.1 In consideration of the Client entering into this Contract with the Event Manager, the Event Manager shall
within [ ] procure a guarantee in the form satisfactory to the Client from the Guarantor as set out in Schedule
[VI]. The Guarantor shall be required to irrevocably and unconditionally undertake and guarantee the
performance by the Event Manager of all its obligations under this Contract [and the due and punctual payment
of all sums now or subsequently payable by the Event Manager to the Client under this Contract, if any when
the same shall become due and undertake with the Client that if the Event Manager shall default in the payment
of any sum under this Contract, the Guarantor shall immediately upon demand by the Client pay such sum to
the Client.

15.2 Such guarantee and undertaking to be provided by the Guarantor to the Client as set out in Schedule [VI]
shall be a continuing guarantee and undertaking and shall remain in full force until all the obligations of the
Event Manager under this Contract have been fully performed and all sums payable to the Client have been
fully paid.

15.3 [The entry into the Guarantee Deed set out in Schedule [VI] shall be a condition precedent to this
Contract.] [ Comment- Guarantee is a contractual promise to ensure that a party fulfills its obligations pay any
amount owed by that party in case of default. This clause provides for the same and also states the term of the
guarantee.]
16. Insurance

[The Event Manager agrees and undertakes to the Client that it shall in each year of this Contract and at all
times during the term maintain all relevant insurance to a minimum value of [£...] with an insurance company of
repute [including employer's liability, third party liability, product liability and professional negligence insurance
cover] in respect of its liabilities arising out of or connected with this Contract.] [Upon written request from

the Client, the Event Manager shall [immediately] [promptly] [as soon as reasonably practicable] supply copies
of the relevant insurance certificates pursuant to the foregoing provision to the Client as evidence that such
policies remain in force and that the current premium has been fully paid. ]

[ Comment - This clause is important to mitigate contractual risk between the parties.]

17. Acknowledgements

The parties acknowledge and agree and irrevocably declare as follows:

17.1 Improper Action

Under no circumstances shall Event Manager and the Event Manager’s officers be required to take any
action which they consider unlawful or improper or which in their opinion may cause any of them to incur
any personal liability and such refusal shall be without liability or breach of contract.

17.2 Reliance

The Event Manager acknowledges that no reliance is placed on any representation made but not embodied in
this Contract.

17.3 Time extension

[All times, periods or dates shall be extended by a [reasonable] period if any delay or stoppage is caused by
any act or omission of the Event Manager, its employees, agents or by any matter beyond the Client’s
control.]

17.4 Client’s IP

The Event Manager undertakes throughout the Term:

17.4.1 not to cause or permit anything which may damage or endanger the Client's Intellectual Property
Rights or the Client's title to them or assist or allow others to do so;

17.4.2 that it shall at all times during the Term not be entitled to interfere with the
Client's Intellectual Property Rights;

17.4.3 that in the event that the Event Manager becomes aware of any information relating to the
improper or wrongful use of the Client's Intellectual Property Rights, it shall [immediately] [as soon as
reasonably practicable] [promptly] inform the Client and undertakes to provide such assistance as shall
be [reasonably] required by the Client including taking all such steps in respect of the defence of such
rights.

17.5 Title:

The Event Manager shall not describe itself as agent or representative of the Client except as expressly
authorised by this Contract;
17.6 Change of Control:

The Event Manager acknowledges and undertakes that unless otherwise agreed [or previously consented
to in writing] by the Client [(such consent not to be unreasonably withheld or delayed)], the Event
Manager shall not permit or suffer a that a controlling interest in the Event Manager passes to any
person(s) other than those having a controlling interest in the Event Manager at the Commencement Date
whether by reason of share acquisition, exchange, merger, reconstruction, reorganisation, hive down or
otherwise.

17.7 Timetable:

The Event Manager will use its [reasonable] [best] endeavours to comply with any agreed timetable [but all
times, periods or dates will be treated as target dates only and unless otherwise expressly provided in
this Contract, time will not be of the essence].
17.8 Loss of Capacity:

The Event Manager shall be entitled at its discretion to immediately terminate this Contract and the provision of
Event Management Services (or take all or any actions as are authorised under the Contract) in the
event that the Client becomes a prohibited person (under relevant law including without limitation, by
reason of capacity, solvency, qualification, undischarged bankruptcy, criminal or civil prosecution,
residency or international embargo or restriction) or engage in any unlawful business under relevant law,
including without limitation any illegal activity, Event Manager prohibited activities or activities not
previously notified to or approved in writing by Event Manager.

17.9 Non-Poaching:

The [Client] [Event Manager] covenants with the [Event Manager] [Client] that it shall not during the Term or
within a period of [six (6)] months thereafter directly or indirectly entice away or endeavour to entice away
from the [Client] [Event Manager] any person who has during the previous [twelve (12)] months been
employed by the [Client] [Event Manager] to perform this Contract.]

[ Comment - Non-poaching clause is a contractual clause which prevents a person from working for clients they
were in contact with before their termination for a particular time after termination.]

17.10 Prejudicial conduct:

The Event Manager shall not (and shall procure that none of its officers, employees, advisers, agents or
representatives shall) engage in any conduct which is [in the reasonable opinion of the Client] prejudicial
to the business or the marketing of the Event generally.]

17.11 Holding Out

The Event Manager agrees and acknowledges that it is not and shall not be entitled to hold itself out or permit
any person to hold it out, as being authorised to bind the Client in any way nor do any act which might
reasonably create the impression that it is so authorised.
18. Notices

18.1 All notices or other communications under this Contract shall be in writing in the English language (or be
accompanied by a properly prepared translation into English) and shall be sent for the attention of the person,
and to the address or relevant number set out below.

18.2 All notices or other communications under this Contract shall be deemed to have been duly given or made
if delivered personally; or sent by fax; or sent by pre-paid first-class post, recorded delivery or registered post; or
(if the notice is to be served by post outside the country from which it is sent) sent by registered airmail.

18.3 To prove service, it is sufficient to prove that the notice was transmitted by fax to the fax number of the
party or, in the case of post, that the envelope containing the notice was properly addressed and posted.

18.4 The addresses and numbers for service of notice are as follows:

(i) if to the Client:

Address: [...]

[...]

Attention: [...]
Facsimile: [...]

With a copy to: [...]

[ Address ]

Attention: Ref : [...]

Facsimile: [...]

(ii) if to the Event Manager:

Address: [...]

[Address]

United Kingdom

Attention: [...]

Facsimile: [...]

18.5 The addresses and numbers may be changed by notice and each party shall be
entitled from time to time to specify in writing to the other the new details.

19. Process Agent

19.1 [The [Client] [Event Manager], not being resident in the India hereby irrevocably appoints [India based
service agent or solicitors] as its agent for service of process in relation to any proceedings commenced before
the Indian courts in respect of, under or pursuant to this Contract without prejudice to any other permitted
modes of service.

19.2 If any person or entity appointed as the [Client] [Event Manager],’s agent for service of process refuses or
is unable for any reason to act as agent for service of process, the [Client] [Event Manager], undertakes to
appoint another agent on terms acceptable to the [Client] [Event Manager], within [ten (10)] days of such event
taking place. Failing this, the [Client] [Event Manager], may appoint another agent for this purpose and serve a
written notification of such appointment to the [Client][Event Manager], which shall be sufficient for all purposes.
20. Miscellaneous

20.1 Waiver: No delay or failure by either party to exercise any of its powers, rights or remedies under this
Contract will operate as a waiver of them nor will any single or partial exercise of any such powers, rights or
remedies preclude any other or further exercise of them. Any waiver, to be effective, must be in writing.

20.2 Cumulative Remedies : The remedies provided in this Contract are cumulative
and not exclusive of any remedies provided by law.

20.3 Severability: If any part of this Contract is found by a court of competent jurisdiction or other competent
authority to be invalid, unlawful or unenforceable then such part will be severed from the remainder of this
Contract which will continue to be valid and enforceable to the fullest extent permitted by law.

20.4 Variation: Except as otherwise permitted by this Contract no change to its terms will be effective unless
it is in writing and signed by persons authorised on behalf of both parties.

20.5 Entire Contract: This Contract contains the entire Contract between the parties and supersedes all
prior Contracts or arrangements. The provisions of this Contract (together with the terms (if any) set out in the
Contract and the Schedules constitute the entire Contract between the parties, supersede any previous
Contract or understanding and may not be varied except in writing between the parties.

20.6 Other Terms : All other warranties, terms and conditions, express or implied by
statute or otherwise, are excluded to the fullest extent permitted by law.

20.7 Relationship of parties: The parties acknowledge and agree that the Contract shall not establish or
constitute any relationship of partnership, joint venture, franchise or agency between the parties except as
otherwise expressly provided or agreed and neither party shall have the power to bind the other without the
other’s prior written consent.

20.8 Authority: Each party warrants its power to enter into the Contract and has
obtained all necessary approvals to do so.

20.9 Set-Off: Unless otherwise expressly provided in this Contract,] in the event that the Client or the Event
Manager has incurred any liability or otherwise (whether such liability is liquidated or unliquidated)] under this
Contract to the other party, each party may set-off the amount of such liability against any sum that would
otherwise be due to the other party under this Contract.]

20.10 Assignment: The Event Manager shall not be entitled to assign, charge, transfer (including by
declaration of trust) or otherwise dispose of any right under this Contract, in whole or in part, to any party
without the prior written consent of the Client.The Event Manager shall remain liable to the Client
notwithstanding any purported assignment by the Event Manager of any right under this Contract in respect of
all its obligations under this Contract.

20.11 Successors: This Contract shall be binding upon, and inure to the benefit of, both the Client and the
Event Manager together with their respective successors and permitted assignees.

20.12 Costs : Each party shall bear its own legal costs and other costs and expenses arising in connection
with the drafting, negotiation, execution and registration (if applicable) of this Contract.

20.13 Counterparts: This Contract may be executed in any number of counterparts [(including PDF’s or
facsimile counterparts)], each of which shall be an original, and such counterparts shall together constitute one
and the same Contract.

20.14 Conflict: In the case of conflict or ambiguity between any provision contained in the body of this
Contract and any provision contained in any Schedule, the provision in the body of this Contract shall take
precedence. [In the event of any conflict between the provisions of the provisions of this Contract and the Event
Management Services Sheet, the provisions of this Contract shall prevail. In the event of any conflict, the
parties shall adopt the meaning which best gives commercial efficacy to the Contract having regard to [Client’s]
original expressed intention in respect of the Event.]

20.15 Amendment: [This Contract may not be released, discharged, supplemented, interpreted, amended,
varied or modified in any manner except by an instrument in writing signed by a duly authorised officer or
representative of each party.

20.16 Disclosure and Announcements : No public announcement or disclosure of any information

regarding this Contract shall be issued or made by either the Event Manager or the Client unless prior written
consent has been obtained from the other party.
20.17 Schedules: The provisions of all Schedules shall form part of this Contract as if fully set out in this
Contract.

20.18 Reservation of rights: Any and all rights not specifically and expressly granted to the Event
Manager by this Contract or set out in this Contract are reserved to the Client.

20.19 Subcontracting: Subject to the provisions of this Contract, the Event Manager may, with the prior
written consent of the Client [(such consent not to be unreasonably withheld, delayed or conditioned)] perform
any or all of its obligations under this Contract through agents or sub-contractors, provided that the Event
Manager shall remain primarily liable for such performance and shall indemnify the Client against any loss or
damage suffered by the Client arising from any act or omission of such agents or sub-contractors.]

[OR]

20.20 [The Event Manager may employ sub-contractors for carrying out any part of the Event Management
Services and shall be entitled at all times in its absolute discretion to decide the number of and which of its
employees agents or sub-contractors shall provide the Event Management Services on behalf of the Event
Manager.]

20.21 Interpretation: In this Contract the singular includes the plural and vice versa and any gender
includes any other gender. References to clause(s) and schedule(s) are references to clause(s) and
schedule(s) of and to this Contract. Reference to any statute or statutory provisions shall be deemed to include
any statutory modifications or re-enactments or any rules or regulations made under it or any enactment
repealing and replacing the provisions referred to. Unless the context otherwise requires, words importing the
singular shall include the plural and vice versa; words importing the masculine gender shall include the feminine
gender and vice versa; and references to persons shall include bodies of persons whether corporate or
incorporate. Headings are inserted for convenience only and shall not affect the construction or interpretation of
the provisions of this Contract. References to the Client or Event Manager or the client includes its personal
representatives, permitted origins and successors in title.

21. Alternative Dispute Resolution Procedure

21.1 If any dispute or difference arises out of or in connection with this Contract which (the ‘Parties’) are unable
to resolve by negotiation (the ‘Dispute’ ), the Parties shall seek to resolve the Dispute amicably by using the
following procedure.

21.2 The Parties shall submit the Dispute to an independent mediator ( ‘Mediator’ ) appointed by Contract
between the Parties to assist them in resolving the Dispute. Any Party may give written notice to the other
describing the nature of the Dispute, requiring the Dispute to be submitted to a Mediator and proposing the
names of up to [three (3)] suitable persons to be appointed. If no such Person is appointed by Contract between
the Parties within [fifteen (15)] days after such notice is given (or, if no such notice is given, within [thirty (30)]
days after the Dispute has arisen), any party may request the [alternative ADR service provider] to appoint the
Mediator.

21.3 The Parties shall, with the assistance of the Mediator, seek to resolve the Dispute by using an alternative
dispute resolution ( ADR ) procedure agreed between the Parties as below .

21.4 Any dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or
invalidity thereof shall be settled by arbitration in accordance with the Rules of Arbitration of the Access or
Justice Institute, and the and the award made in pursuance thereof shall be binding on the parties.

21.5 The parties agree that the arbitration proceedings shall be conducted by way of submission of written
pleadings, documents and submissions made by the parties without any oral hearing.
21.6 The parties agree that the written pleadings will be submitted to the arbitrator appointed by the said
Institute who will resolve the dispute and differences hereunder by fast track procedure.

21.7 The arbitrator shall take a decision in a time bound manner after considering only such written arguments.
The decision or award so given by the Arbitrator shall be binding on the parties hereto. In case, one of the
parties does not take part in the arbitration proceedings and/or obstruct the arbitration proceedings, the
Arbitrator shall pass ex parte order which would be enforceable on both the parties.

[ Comment- What is Negotiation? It is a method by which parties settle their differences and reach a
compromise. There are many situations in which negotiation is used- international affairs, the legal system,
industrial disputes or domestic relationships. Each party tries to persuade the other to agree with his or her point
of view. As negotiation progresses, parties learn about the other party's position, the strengths, and
weaknesses of that position and then prepare to defend their positions and counter the arguments the other
party will likely make to defend their position.

What is Mediation? It may be stated as an ‘assisted negotiation’ and ‘communications for agreement’.
Therefore, mediation means assisted communications for agreement. It is basically negotiation facilitated by a
neutral third party i.e. mediator. Mediation is generally confidential as desired by the parties but the extent of
confidentiality must be defined by the parties. The mediator assists each party and does not favour any party.]

22. Governing Law and Jurisdiction

This Contract will be construed in accordance with and governed by the law of India and [subject to the
exhaustion of the procedure in the foregoing provision for alternative dispute resolution] each party agrees to
submit to the [exclusive] [non-exclusive] jurisdiction of the courts of India.

22.1 [The [Client] [Event Manager] for the exclusive benefit of [Event Manager] [Client] submits to the exclusive
jurisdiction of the [ ] and waives all rights to object to the forum.]

22.2 [Nothing in this Contract shall limit the right of the [Client] [Event Manager] to take proceedings in any other
court of competent jurisdiction or in more than one jurisdiction, whether concurrently or not.]

GLOSSARY
In this Contract unless the context otherwise requires the following expressions shall have the following
meanings:

Additional Services ” any other services other than the Event Management Services agreed to be provided by
the Event Manager to the Client on agreed terms [and set out as such in the Services Sheet;]

“ Charges ” the Event Manager’s charges disbursements and costs from time to time in connection with the
provision of the Event Management Services or the Additional Services (as the case may be) unless otherwise
expressly agreed with the Client and specified [or incorporated in the Fees] in the Contract;

“Commencement Date” the date of this Contract;

“Confidential Information” all information whether financial, technical or commercial relating to the affairs of a
party (including without limitation all information contained or embodied in any Documents and all specifications,
drawings and designs, disclosed in writing, on disc, orally or by inspection of documents or pursuant to
discussions between the parties), where the information is identified as confidential at the time of disclosure or
ought reasonably to be considered confidential given the nature of the information or the circumstances of
disclosure;

“ Contract ” the contract between the Event Manager and the Client for the provision of the Event Management
Services in accordance with its terms;

“ Client Material ” any Documents or other materials, and any data or other information provided by the Client
relating to the Services;

“ Documents ” includes, in addition to a document in writing, any map, plan, graph, drawing or photograph, any
film, negative, tape or other devices embodying visual images and any disc, tape or other device (electronic or
otherwise) embodying other data;

“Employees” the persons to be employed by the Event Manager in the Event [the persons as listed in the
Schedule [IV];]

“Event” the event organised by [or on behalf of] the Client as further specified and described in Schedule [I];

“ Event Manager Material ” any Documents or other materials, and any data or other information provided by
Event Manager in connection with or relating to the Services including any targeted press or mailing list;

“ Event Management Services ” means the [specify service] and [...] services to be provided by Event
Manager for the Client and specifically set out in the Services Sheet (and the Services shall include the
Additional Services where the context admits);

[“ Equipment” the plant and equipment listed in Schedule [V];]

[ “Fees” the fees payable by the Client pursuant to the provisions of this Contract as set out in Schedule [III];]

“Force Majeure Event” any circumstances or event beyond the party’s reasonable control and shall include
(without limitation) act of God, server crashes, virus attacks on equipment, fire or accident, war or threat of war,
sabotage, insurrection, civil disturbance or requisition, acts, restrictions, regulations, byelaws, prohibitions or
measures of any kind on the part of any governmental, parliamentary or local authority, damage, bad weather,
software, power or equipment failure, strikes, lockouts or other industrial actions or trade disputes (whether
involving employees of that party or of a third party).

“Guarantor” the Guarantor required to be provided by the Event Manager for the irrevocable and unconditional
undertaking and guarantee of the performance by the Event Manager of all its obligations under this Contract
and the due and punctual payment of all sums now or subsequently payable by the Event Manager to the Client
under this Contract, if any when the same shall become due;

“Intellectual Property Rights” all vested, contingent and future intellectual property rights including but not
limited to goodwill, reputation, rights in confidential information, copyright, trademarks, logos, service marks,
devices, plans, models, diagrams, specifications, formats, source and object code materials, data and
processes, design rights, patents, know-how, trade secrets, inventions, get-up, database rights, in each case
whether registered or unregistered, and any applications or registrations for the protection of these rights and all
renewals and extensions thereof existing in any part of the world, whether now known or in the future created;

“Lease” lease [or Contract in respect of the occupation or use of the Premises] dated [insert date] between
[insert party/Premises owner] (1) and the Client (2) in respect of the Premises;

“Name” [...] being the name of the Event or used in relation to the Event;

“Premises” the premises, location or property at which the Event will take place and be managed;]

“ Services Sheet ” the sheet setting out the Services and attached to the Contract;
“ Term ” the period from the Commencement Date to the [end date] (being the minimum period for the provision
of the Event Management Services) as set out in the Contract and continuing thereafter in full force and effect
unless terminated in accordance with the provisions of this Contract.

[ Comment - Definitions of business, business day, event management services, staff, expenses, customer,
visitor, guests, client, service levels, service credit, affiliates can also be added.]
SCHEDULES AND APPENDICES

SCHEDULE [I]
Event

• Description of Event.

• Event promotion, format and specification.

• Event Name:

SCHEDULE [II]
Services Sheet

Event Management Services

Additional Services

SCHEDULE [III]
Fees and Charges

• The Client shall pay an aggregate total sum of [...] pounds as the Fees and Charges to the Event
Manager for the Event Management Services by [ ] equal instalments as follows:

[...];

[...];

[...];

[...].

• The Client shall pay to the Event Manager [the Fees] [and the Charges] for the promotion of the
Event [and performance of the Event Management Services] generally the following sums:

Year/Period One: [...] pounds;

Year/Period Two: [...] pounds; and

Years/Periods Three and subsequent periods such amount as paid in the immediately preceding year [plus [...]
per cent ([...]%].

• [The Client shall also pay to the Event Manager a [disbursements and expenses] budget for the
promotion of the Event generally the following sums:
Year/Period One: [...] pounds;

Year/Period Two: [...] pounds; and

Years/Periods Three and subsequent periods such amount as paid in the immediately preceding year [plus [...]
percent ([...]%].]

SCHEDULE [IV]
Employees/Staff

• [...];

• [...];

• [...];

SCHEDULE [V]
Equipment

SCHEDULE [VI]
Guarantor

• Guarantor’s details;

• Guarantee Deed

IN WITNESS WHEREOF the Parties hereto have executed this Agreement on the day and year first above
written.

Signed and delivered for and on behalf of:

For and on behalf of [ Event Manager ]

Authorised Signatory Name:

Designation: Signature:

For and on behalf of [ Client ]

Authorised Signatory Name:

Designation: Signature: