GREENE MOON EVENTS
This Event Agreement (the “Agreement”) is entered into as of DATE (the “Effective Date”) by and between Event Organizer, (the “Organizer”), and GREENE MOON LLC (the “Venue Owner ”).
WHEREAS, the Organizer is engaged in the organization and production of Social and Music Festival, known as Event Description, located at: 23 Joy Bridge Road, Lakemont, GA 30552 (the “Venue”).
WHEREAS, the Venue Owner wishes to host the Event by providing the “Venue” in exchange for certain rights to be granted in connection with the Event and agrees to do so under the terms and conditions of this Agreement;
WHEREAS, the Organizer wishes to grant the Venue Owner certain rights in connection with the Event on the terms and conditions set forth below; and
WHEREAS, each Party is duly authorized and capable of entering into this Agreement.
NOW THEREFORE, in consideration of the above recitals and the mutual promises and benefits contained herein, the Parties hereby agree as follows:
GRANT OF RIGHTS.
As consideration for the Event, the Organizer hereby grants the Venue Owner the rights described in this Agreement in connection with the Event and agrees to perform all of the Organizer’s obligations hereunder (the “Responsibilities”).
The “Venue” location includes the Bandstand, Backstage Area, and Common Grounds located at 23 Joy Bridge Road, Lakemont, GA 30552. The Common Grounds field extends from the Joy Bridge Road West Entrance to the Rt 441 East Exit Road. Access to other buildings, facilities, and areas may be granted on provision of written authorization. Restricted River access may be granted under competent supervision and Certified Emergency First Responder(s).
This Agreement is effective as of the Effective Date and shall continue in force, unless otherwise terminated in accordance with the provisions of Section 6 of this Agreement, until DATE (the “Term”). The Term allows usage of the Venue on an Extended Daily Basis from Early Check-in at 9:00 AM on DATE to Late Check-out at 1:00 PM on DATE. The Extended Daily Basis allows adequate time for Event mobilization, demobilization, and final cleanup.
The Venue Fees are based on the 28 Hour Extended Daily Basis (9:00AM – 1:00 PM). The Venue Fee is currently $250 per day, including Georgia Sales Tax. Georgia Sales Tax is paid monthly based on the date of payment. The preferred method of payment is a check made out to GREENE MOON LLC in advance of the Event, no later than the designated Check-in time.
The Venue Owner shall have the right of first negotiation to negotiate the renewal of the Event on a bi-annual basis for a period of five years. The Organizer shall provide the Venue Owner notice of its intent to negotiate the renewal of the Event for the next offering of the Event within sixty days before such Event.
This Agreement may be terminated:
By either Party for a material breach of any provision of this Agreement by the other Party, if the other Party’s material breach is not cured within (10) business days of receipt of written notice thereof.
By either Party, for failure to comply with this Agreement by the other Party, if the other Party’s failure to comply is not cured within (10) business days of receipt of written notice thereof.
By either Party at any time and on provision of written notice, if any of the other Party’s representations and warranties under this Agreement prove to be inaccurate in any material respects.
By either Party at any time and without prior notice, if the other Party is convicted of any crime or offense, fails or refuses to comply with the written policies or reasonable directives of the other Party, or is guilty of serious misconduct in connection with performance under this Agreement
By the Venue Owner at any time and without prior notice if the following fails to occur prior to or during the Event: Compliance with applicable Federal, State, and Local Laws.
Of the Organizer. The Organizer agrees to do each of the following:
Provide the Venue Owner with the Event Rights detailed in this Agreement to this Agreement.
Organize, produce, and supervise the Event in a workmanlike manner, in accordance with applicable laws, and with professional diligence and skill, using fully-trained, skilled, competent, and experienced personnel.
Make all arrangements for the use of the venue, including securing any necessary permits, coordinating parking and/or transportation, supplying equipment, and contracting with vendors and other service providers.
Provide adequate security for the Event and take reasonable steps to ensure the safety of all workers, volunteers, and persons attending the Event.
Organizer does hereby waive, release and forever discharge and hold harmless GREENE MOON LLC from any and all liability, damages, claims, causes of action and demands of whatever kind or nature, either in law or in equity, which may arise or result directly or indirectly from the Organizer’s Event Description Activities.
The Organizer understands that this Release discharges GREENE MOON LLC from any liability or claim that the Organizer may have against GREENE MOON LLC with respect to any bodily injury, personal injury, illness, death, or property damage that may result from Organizer’s Event Description Activities. The Organizer also understands that GREENE MOON LLC does not assume any responsibility for or obligation to provide the Organizer with financial assistance or other assistance, including but not limited to medical, health, or disability insurance in the event of bodily injury or illness.
Of the Venue Owner. The Venue Owner agrees to do each of the following:
Provide all assistance and cooperation to the Organizer that is necessary in connection with the Event.
PARTIES’ REPRESENTATIONS AND WARRANTIES.
The Parties each represent and warrant as follows:
Each Party has full power, authority, and right to perform its obligations under the Agreement.
This Agreement is a legal, valid, and binding obligation of each Party, enforceable against it in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, or similar laws affecting creditors’ rights generally and equitable remedies).
Entering into this Agreement will not violate the charter or bylaws of either Party or any material contract to which that Party is also a party.
The Organizer hereby represents and warrants as follows:
The Event shall be performed in accordance with and shall not violate any applicable laws, rules, or regulations, and the Organizer shall obtain all permissions required to comply with such laws, rules, or regulations.
The Organizer shall notify the Venue Owner of any changes to the Event that would [materially] change the Event at least (5) days before implementing such changes.
The obligations required by this Agreement shall be performed by the Organizer or the Organizer’s staff, and the Venue Owner shall not be required to hire, supervise, or pay any assistants to help the Organizer perform such obligations.
All merchandise associated with the Event and authorized by the Organizer shall be of high quality, free from product defects, merchantable, and suitable for its intended purpose.
The Venue Owner shall provide such other assistance to the Organizer as it deems reasonable and appropriate.
The Venue Owner has the right to sell the products or services being promoted or advertised in connection with the Event.
Organizer-Created Marketing . During the Term and any Renewal Term and subject to the approval of the Venue Owner, which shall not unreasonably be withheld, the Organizer shall have the right to publish advertising, photographs, and images associated with the Event and containing the Venue owner’s Trademarks in connection with the promotion of the Organiser’s products and services. .
Venue Owner-Created Marketing. During the Term and any Renewal Term and subject to the approval of the Organizer, which shall not be unreasonably withheld, the Venue Owner shall have the right to publish advertising, photographs, and images associated with the Event and containing the Organizer Trademarks in connection with the promotion of the Venue Owner’s products and services.
Of Venue Owner by Organizer. The Organizer shall indemnify and hold harmless the Venue Owner and its members, employees, agents, contractors, sublicensees, affiliates, subsidiaries, successors and assigns from and against any and all damages, liabilities, costs, expenses, claims, and/or judgments, including, without limitation, reasonable attorneys’ fees and disbursements (collectively, the “Claims”) that any of them may suffer from or incur and that arise or result primarily from (i) any inaccuracy of any representation or warranty made by the Organizer under this Agreement, [or ](ii) the Organizer’s breach of any of its obligations, agreements, or duties under this Agreement[, or (iii) [the Event, including, but not limited to Claims for bodily injury, death, or property loss, but only in proportion to and to the extent such Claims arise out of or are caused by the negligent or intentional acts or omissions of the Organizer and/or the Organizer’s officers, members, managers, employees, agents, contractors, sublicensees, affiliates, subsidiaries, successors, and assigns.
If the Event is cancelled, either in whole or in part, by reason of fire, earthquake, flood, explosion, strike, riot, war, terrorism, or similar event beyond either Party’s reasonable control, the Parties shall be released and discharged from any obligations and liabilities under this Agreement.
NATURE OF RELATIONSHIP.
The Parties agree that nothing in this Agreement shall be construed as creating a joint venture, partnership, franchise, agency, employer/employee, or similar relationship between the Parties, or as authorizing either Party to act as the agent of the other. Nothing in this Agreement shall create any obligation between either Party and a third party.
No amendment, change, or modification of this Agreement shall be valid unless in writing and signed by both Parties.
NO IMPLIED WAIVER.
The failure of either Party to insist on strict performance of any covenant or obligation under this Agreement, regardless of the length of time for which such failure continues, shall not be deemed a waiver of such Party's right to demand strict compliance in the future. No consent or waiver, express or implied, to or of any breach or default in the performance of any obligation under this Agreement shall constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation.
Any notice or other communication provided for herein or given hereunder to a Party hereto shall be in writing and shall be given in person, by overnight courier, or by mail (registered or certified mail, postage prepaid, return-receipt requested) to the respective Parties as follows:
If to the Venue Owner:
GREENE MOON LLC
PO Box 40 Lakemont, GA 30552
If to the Organizer:
This Agreement shall be governed by the laws of the state of Georgia. In the event that litigation results from or arises out of this Agreement or the performance thereof, the Parties agree to reimburse the prevailing Party’s reasonable attorneys’ fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing Party may be entitled.
Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provisions had never been contained herein.
This Agreement constitutes the final, complete, and exclusive statement of the agreement of the Parties with respect to the subject matter hereof, and supersedes any and all other prior and contemporaneous agreements and understandings, both written and oral, between the Parties.
Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.