AGREED TERMS

1.  SIGNATURE ON THE PROVIDED PROPOSAL confirms The Client agrees to Blue Mustard’s Contractual Terms outlined below.

2.     SERVICES PROVIDED BY BMI.

A.    Client and BMI agree that the BMI’s duties and obligations under this Agreement shall be limited to the services included in the certain Proposal BMI furnished to Client immediately preceding the execution of this Agreement. The Proposal shall be considered an exhibit to this Agreement and is fully incorporated herein.

B.    Unless included within the proposal or agreed to between the Parties, in writing, BMI’s services do not include deep cleaning of the venue or event space. Client understands and agrees that Client is responsible for procurement, execution, and payment of any deep cleaning services required by the venue or that are otherwise required because of the Event.

C.    Any additional guests beyond the quantity outlined in the proposal referenced above will incur additional charges of $______ per guest, which shall be billed and invoiced to Client. Client agrees to pay any such invoice upon receipt.

3.     PAYMENT TERMS.

A.        The Parties agree to the following Payment and Payment Terms unless separate agreement has been outlined in the vital proposal:

i.          Total Fee for BMI’s Services:

ii.         50% Amount due to at the time of signing this Agreement (“Deposit”):

iii.        Balance Due for BMI’s Fees 14 calendar days prior to the Event date:

B.  Payments made via check shall be made payable to Blue Mustard Productions. Client may also make payments hereunder via credit card (Visa, Mastercard, or American Express. However, all credit card payments will be subject to a 4% merchant fee which, by signing below, Client accepts and agrees to pay at the time of making a credit card payment. BMI will accept wire transfer payments under limited circumstances, and any such payments are subject to a $45 wire transfer fee.

C.  All payments for BMI’s fees made hereunder are non-refundable, even if the Event is cancelled. BMI’s retention of all payments made pursuant to this Agreement are considered BMI’s anticipated liquidated damages to cover BMI’s losses in the event of a cancellation and shall not be considered a “penalty.”

D.  If the Event is timely rescheduled, BMI agrees to utilize the deposit for the subsequently scheduled Event, subject to the terms and conditions below.

E.     Client is responsible for costs (in addition to BMI’s fees outlined above) associated with the Event as they arise. For any such costs, BMI will seek payment from the Client by forwarding the vendor(s)’ invoice(s) or submitting an invoice to the Client. Client understands that withholding payment or otherwise failing to pay for these costs will result in delays and vendors refusing to provide their services. Accordingly, Client understands that time is of the essence, and Client agrees to promptly pay any invoices upon receipt of any invoice(s) for these Event costs.

F.     Additional Fees and Costs: Client understands and agrees that changes to the Agreement, including but not limited to changes in the scope of services provided, products utilized, food and drink, accommodations for unexpected weather, or rush requests may result in additional fees and costs. BMI agrees to notify Client of any such additional fees and Client shall promptly provide approval or rejection of the proposed item(s). Upon Client’s acceptance, BMI will submit an invoice to Client for the additional amount(s) and Client agrees to pay any such invoice upon receipt.

G.    If Client fails to timely make any payment(s) required herein, BMI shall be relieved of any obligations pursuant to this Agreement, including but not limited to rendering services and/or installation until Client cures the non-payment.

H.    Any invoices due and owing more than 15 days after the date of the invoice, all overdue amounts shall be subject to an additional late fee of 18% per annum (prorated monthly).

4.     RESCHEDULING AND CANCELLATION POLICY

A.   If Cancelled by Client. Client may cancel the Event by submitting written notice to BMI written notice at least 21-days before the Event date. Cancellation shall be defined as the Client cancelling the Event and Client having no intention of rescheduling the Event to take place in the following 90 calendar days. In the event of a cancellation within the 21-day cancellation period, BMI agrees to relieve Client of any remaining balance due and owing, excluding any costs or expenses that BMI may have advanced up to the point of cancellation that were not covered by the Client’s initial deposit. Within a reasonable time after Client submits notice of cancellation, BMI shall submit an invoice to Client for any such costs or expenses, and Client agrees to remit payment within 15 days of the date of the invoice.

B.    Rescheduling an Event. Client may reschedule the Event by submitting written notice to BMI written notice at least 21-days prior to the Event date. In addition, the Event must be rescheduled to occur within 90 days from the Event’s original date. The subsequently rescheduled event date must be for the same Client, Event, element(s), occasion, scope, number of guests, and concept as originally agree-to between the Parties. Any attempt to reschedule the Event with any modification or deviation from the original Event shall be considered a new event, which shall require a new proposal, agreement, fee, etc., and no credit or funds paid in connection with this Event shall be applied to the new event.

Client understands that rescheduling the Event may result in BMI incurring additional costs or expenses that BMI could not anticipate at the time of scheduling the Event for the original date. Consequently, Client agrees to reimburse BMI for any such additional costs and/or expenses upon Client’s receipt of an invoice for the expenses. These additional costs and expenses shall be considered in addition to the pending remaining balance due and owing for the Event as described in Section 3 above.

C.    If Cancelled by BMI. BMI may cancel this Agreement at any time. If BMI cancels, it must provide a suitable replacement Event plan and facility, and a suitable replacement event planner, subject to the Client’s written approval, which shall not be reasonably withheld by the Client. In the alternative, BMI shall refund all monies previously paid by Client, including any non-refundable deposits.

D.   Abandonment. Unless otherwise agreed to by the Parties, the Event shall be considered abandoned if there has been no activity on the planning of the Event for more than 45 days, whether such inactivity is a result of a mutual suspension of the planning or otherwise. In the event there has been no such activity, either party may provide written notice to the other party acknowledging the non-activity and advising that the Event is deemed abandoned. At such time, this Agreement shall be considered terminated and the Parties’ obligations relating to the Event shall immediately cease, subject to the exceptions identified herein, including BMI’s ability to retain any payment(s) made.

For purposes of this Agreement, “activity” shall include, but not be limited to: active rendering of planning services relative to the Event, including but not limited to: substantive discussions (oral or written) between the parties and/or their agent(s) regarding the Event that are necessary to execute the Event; payment(s) made in connection with services rendered; or any other action(s) by either party that contribute(s) to the execution of the Event. In the event of abandonment of the Event and/or this Agreement, the parties agree BMI shall be compensated for services rendered up to the point of termination of this Agreement. Furthermore, Client’s obligations under this Agreement to compensate BMI for services rendered survive termination of this Agreement.

E.    Circumstances Outside of the Parties’ Control; Force Majeure: In the case of delays, changes, or cancellations due to strikes, inclement weather, restrictions on travel, natural disasters, acts of terrorism or war, global or national health pandemic, or any other causes whether listed herein or not, (deemed herein "extraordinary circumstances") beyond the control of the Parties preventing or interfering with the performance of the Event, BMI cannot be held responsible. In the case of cancellation due to such extraordinary circumstances, BMI will reschedule to an available and mutually agreed upon date. In the event of rescheduling, all deposits paid will be applied to the newly contracted date. If no such mutually agreed upon date can be found acceptable by the Parties through no fault of either party to this Agreement, BMI will refund all monies paid, less any actual expense(s), cost(s), fee(s) advanced or paid by BMI for service, labor, management, rentals, and utilities in conjunction with the Client's Event.

5.     USE OF PROPERTY. Client agrees to abide by and ensure that its guests at the Event abide by any rules and/or regulations associated with the Venue at which the Event is to be held. In addition, if Client and/or Client’s guests violate any such rules or regulations of the Venue, Client is fully responsible for the consequences thereof, including but not limited to payment of any fines or service charges. Moreover, Client agrees to indemnify and defend BMI for any consequences that may arise of BMI’s violation(s) of any such rules or regulations if the Client’s Event was the cause of the violation(s).

6.     UTILITIES. Client shall be exclusively responsible for any fees or costs associated with to the installation, use, maintenance, or repair of any utilities at the venue at which the Event will be held, including but not limited to electrical, water, air conditioning/HVAC, etc.

7.     DECORATIONS. Client agrees not to utilize or install any decorations in a way which will damage the venue at which the Event will be held. All decorations installed by Client must be removed from the venue must be removed at the conclusion of the Event. All decorations must be removed without leaving damages. Moreover, Client shall ensure that pyrotechnics, confetti, and sparklers are not permitted inside the venue unless otherwise agreed to between Client, BMI and the venue.  

8.     PRE-EVENT MEETING. To the extent it is reasonably practical and safe to do so, the Parties may conduct an on-site walk through no less than five (5) days prior to the Event. At this time, the Parties will establish a detailed timeline for deliveries, guest arrival, event agenda and departure as well as a list of all vendors for the Event, along with the time(s) of their respective deliveries for rental equipment, music, and production equipment. [ML Note – maybe include this in the proposal/scope of services]

9.     ALCOHOL/BEVERAGES/ILLEGAL SUBSTANCES. Illegal substances are not allowed at any time at the Event or on the premises. If Client’s Event requires alcohol or liquor service, Client shall obtain any necessary permits from the relevant governing authority(ies) or municipality(ies) in advance of the Event. BM’s Bar Staff or the bar staff of BM’s vendor(s) are authorized to close the bar down and deny alcohol service/consumption at their own discretion. Alcohol service shall cease 30 minutes before the agreed event end time, all alcoholic beverages will be removed from the premises. Alcohol may not be served to the underaged, and Client is responsible for ensuring that underaged guests are not served alcohol. Client shall be responsible for ensuring that its guests at the Event do not drive or leave the Event while under the influence of alcohol or any other substance(s). In addition, Client shall be responsible for addressing any drunken/violent disturbances during the Event and shall further ensure that there is adequate security to restrain, remove, or apprehend any individual(s) that cause or incite any such disturbance(s) during the Event. Client’s failure to promptly address any such disturbance(s) shall be considered a material breach of this Agreement and sufficient cause for BM to immediately terminate the Event, terminate this Agreement for cause, and permit BM to withhold all payment(s) made by Client in connection with the Event as liquidated damages.

Furthermore, Client agrees that BM shall not be responsible for any incident(s) or occurrence(s) arising from underage drinking or any of Client’s guests driving under the influence of alcohol or any other substance, and agrees to indemnify and defend BMI for any claims, demands, rights, actions, suits, causes of action, obligations, debts, costs, losses, charges, expenses, attorneys’ fees, damages, judgments and liabilities, of whatever kind or nature, in law, equity or otherwise, which arise as a result of the intoxication of Client’s guest(s) or the Client’s guest(s)’ use of any alcohol or illegal substances served at the Event.

10.  PHOTOGRAPHY. Occasionally, BMI uses live, video and still photography to assist with promotion of its services and products. Images taken by BMI are the exclusive property of BMI and may be used for promotional purposes. Moreover, by signing below, photographs taken by BMI and/or the Event photographer may be used by BMI and/or its assigns for promotional purposes.

11.  PARKING. Client shall ensure that there is adequate parking at the Event venue for Event guests, BM’s staff, BM’s vendor(s) and their respective staff/worker(s), and any other third parties in attendance or providing service(s) at the Event. Client further agrees to cover, meet any necessary requirements, and satisfy any and all cost(s) and fee(s) arising from parking at the Event, including but not limited to permit(s) and/or permit fee(s); permit application(s) and any fee(s) associated therewith; obtaining and placing signage, cones, parking bumper(s), or other parking marker(s) to identify parking space(s); comply with any and all laws, including but not limited to ADA and applicable city/county/state/federal laws related to parking; obtaining police presence, if required; and adequate staff/personnel for purposes of directing traffic in the parking area. Additionally, Client understands that BMI is not responsible for any additional fees arising from illegally parked vehicles of Event guests and Event staff, including but not limited to towing service(s), parking tickets, and any other fees that may be associated with Client(s) guests and staff parking outside of these spots.

12.  RELEASE OF LIABILITY.

A.   Client understands that BMI does not own, lease, operate, or otherwise control the venue at which Client’s Event is to take place. Accordingly, Client hereby forever, irrevocably and unconditionally releases, waives, relinquishes, discharges from liability and covenants not to sue BMI and its employees, agents, representatives, directors, owners, members, managers, successors, predecessors-in-interest, and insurers (collectively, the “Releasees") from any and all claims, demands, rights, actions, suits, causes of action, obligations, debts, costs, losses, charges, expenses, attorneys’ fees, damages, judgments and liabilities, of whatever kind or nature, in law, equity or otherwise, whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden, related to or arising, directly or indirectly, from the Client’s access to and/or use of the premises at which the Event is held including, without limitation, any claim for negligence, failure to warn or other omission, property damage, personal injury, emotional injury, illness, bodily harm, paralysis or death.

Moreover, the Client shall indemnify, defend, and hold the Releasees harmless from and against any and allclaims, demands, rights, actions, suits, causes of action, obligations, debts, costs, losses, charges, expenses, attorneys’ fees, damages, judgments and liabilities, of whatever kind or nature, in law, equity or otherwise, which arise as a result of the occurrence of the Event.

B.    BMI shall be not responsible for the Client’s separate contracts for event planning, vendors, performers, or other services or products related to Client’s Event BMI did not procure in connection with the services rendered under this Agreement. Additionally, BMI shall not be responsible or liable for credentialing, ticketing access fees, permitting, governmental approvals, engineering, manufacturing defects, acts of God, or actions of third parties. Client agrees that the Client and any third-party vendors are exclusively responsible and liable for damages caused by their acts, omissions, equipment, or any other cause. Client must inform BMI of any outside or third-party vendors being used for their Event and shall provide this information to BMI within a reasonable time (not to exceed five (5) business days) after Client’s retention of the vendor(s).

C.    Client agrees not to file any action against BMI seeking the return of any portion of the amount(s) paid hereunder or seeking a reduction in the amount of the amounts due to BMI of this Agreement.

D.   Waiver of Claims for Consequential Damages. 

                 i.         BMI and Client waive Claims against each other for consequential damages arising out of or relating to this Agreement.

                ii.         This mutual waiver is applicable, without limitation, to all consequential damages due to either party’s termination. Nothing contained in this Section shall be deemed to preclude assessment of liquidated damages, when applicable.

E.    The Parties hereto mutually waive all special, punitive, and consequential damages against each other, for all claims, disputes, or matters in relation to this Event.

F.    To the fullest extent permitted by law, the total liability, in the aggregate, of  BMI, BMI’s officers, directors, employees, and agents to the Client and anyone claiming by, through or under Client for any and all injuries, claims, losses, expenses, or damages whatsoever arising out of or in any way related to BMI’s services, the Event or this Agreement, from any cause or causes whatsoever, including but not limited to, negligence, strict liability, breach of contract or breach of warranty shall not exceed the amount of the compensation to be paid to BMI pursuant to this Agreement.

G.   This Agreement does not create or impose any fiduciary duty on BMI or its agent(s), representative(s), employee(s), contractor(s), vendor(s), attorney(s), officer(s), or insurer(s).

13.  INTELLECTUAL PROPERTY. Drawings, drafts, concepts, estimates, vendor names, and other documents prepared by BMI in connection with the Event shall be considered BMI’s work product and property of BMI. BMI shall retain all possessory, title, common law, statutory and other reserved rights, including any copyright as to these materials. Moreover, the content provided within BMI’s contractual proposal is proprietary in nature and offered to a client on a confidential basis. Therefore, in keeping with copyright practices and professional etiquette, BMI requests that the proposal material not be shared with other vendors or persons.

14.  GOVERNING LAW AND JURISDICTION

A.   The Parties agree that this Agreement shall be governed by Florida law. Any lawsuit arising from this Agreement or the Event shall be commenced in the state court of competent jurisdiction in and for the County in which the Event is held.

B.    The Parties agree that in the event of litigation in this case by way of arbitration or in a court of competent jurisdiction, the prevailing party of any such dispute shall be entitled to recover its reasonable attorney’s fees and costs from the losing party, including any such fees and costs the prevailing party incurs in any appeal(s) and in seeking entitlement.

15.  ENTIRE AGREEMENT. The Parties acknowledge and agree that this Agreement represents the entire agreement between the Parties, and no other agreements not specifically referred to, oral or otherwise, shall be deemed to exist or bind either of the Parties hereto. If the Parties desire to change, add, or otherwise modify any terms, they shall do so in writing to be signed by both Parties. This contract governs over any other writing, such as brochures, web sites, or sales materials.

16.  NOTICE. Any written notice under this Agreement shall be made via e-mail, text message, or traditional written correspondence furnished via any delivery service. Notice shall be considered effectuated upon the recipient’s receipt of the correspondence. The names and addresses of the parties herein for purposes of delivering notice are as follows: