TERMS AND CONDITIONS.

These Standard Terms, together with the Event Terms (collectively, the “Agreement”), collectively: (a) represent the complete agreement of LRM and Company with respect to the subject matter hereof; (b) are fully binding on the Parties hereto; and (c) supersede all previous documents and negotiations.  By using the Services of LRM, or by executing any Event Terms, Company agrees to be bound by and comply with all of the terms of the Agreement.

Standard Terms & Conditions

(“Standard Terms”)

 

  1. Engagement. Company hereby engages LRM, and LRM hereby agrees, to provide Company with the Services during the Term, as specified in the Event Terms, on the terms and conditions of this Agreement, including, without limitation, payment of the Compensation.  Company acknowledges that LRM may sub-contract some or all of our Services. Company hereby agrees that LRM will be the exclusive Service provider at the Event, and Company shall not hire or otherwise engage any third party (including any employee of Company) to provide any of the same or similar Services at the Event. During the Term and for a period of one (1) years thereafter, Company shall not, directly or indirectly: (a) hire, solicit, or encourage to leave the employment or engagement of LRM, any LRM Teammate, or knowingly participate in any such discussions with any such LRM Teammate regarding the possibility of his or her employment or engagement by any entity other than LRM, or the possibility of such employee terminating his or her employment or engagement with LRM, or (b) attempt to influence, persuade or induce any LRM Teammate, client, contact, consultant, manufacturer, vendor or customer to terminate its relationship (contractual or otherwise) with LRM, or to refrain from extending its agreement, arrangement or other relationship with LRM. With respect to the Financial Fee, interest, compounded monthly, at the rate of one and one-half percent (1.5%) per month shall accrue on any amount due to LRM from and after the date upon which said payment is due until the date payment is actually received, plus Twenty United States Dollars ($20 USD) as a late payment charge.

 

  1. Termination. Either Party may terminate this Agreement, upon written notice to the other Party and without any further obligation to the other Party after the date of termination (other than payment and delivery to LRM of the Consideration earned through such effective date of termination), upon the occurrence of a material breach of this Agreement by a Party, which breach is not cured within five (5) business days of the date of Notice from the non-breaching Party specifying the nature of the breach. LRM may additionally terminate this Agreement immediately, upon written Notice to Company and without any further obligation to Company after the date of termination, in the event that: (a) Company, or anyone authorized by, or on behalf of, Company, makes any negative public statement about LRM, any of its owners, shareholders, employees or consultants; (b) Company, or any senior-ranking member of Company, commits a scandalous, reprehensible or depraved act that, in LRM’s reasonable determination, could shock or offend the morals and decency of the reasonable public (e.g., driving under the influence, public intoxication, assault, lewd behavior, contributing to the delinquency of a minor, etc.); and/or (c) Company, or any senior-ranking member of Company, is the subject of publicity, takes any public action or makes any public statement (or fails to take an action or make a statement where such failure has the same impact) that, in LRM’s reasonable determination, could have an adverse effect upon the status or reputation of LRM. Sections 3, 5, 6, 7, 8, 9, 10 and 11 of this Agreement, and any other obligations under the provisions of this Agreement which, by their term or implication, have a continuing effect, shall survive any expiration or termination of this Agreement.

 

  1. Intellectual Property. LRM shall own all rights of every kind, whether now known or hereafter created, in and to all results and proceeds of LRM’s Services, including, without limitation, all copyrights, trademarks, designs, logos, slogans, developments, processes and trade secrets which LRM may develop relating to the Event, specifically excluding Company’s pre-existing copyrights, trademarks and other intellectual property (such pre-existing rights of Company defined as the “Company IP”), and any memoranda, notes, lists, records and other documents (and all copies thereof) made or compiled by LRM or made available to LRM concerning the Event (collectively, “Results & Proceeds”), throughout the world in perpetuity, and Company hereby irrevocably transfers and assigns to LRM all right, title, and interest of any kind, character, or description whatsoever, including any claim to moral rights, in and to the Results & Proceeds that Company may have otherwise claimed. Company will sign any documentation which LRM requires to document LRM’s ownership in and to any of the above. Company shall not, during the Term or at any time thereafter: (a) attack any right, title or interest of LRM in and to LRM’s company name and/or logo and any and all other intellectual property rights of LRM, including, without limitation, the Results & Proceeds, copyrights, trademarks, designs, logos, slogans, developments, processes and trade secrets owned and/or controlled by LRM, whether arising from or relating to LRM’s business, the Event or otherwise (collectively, LRM’s “Property”), whether by way of application for and/or an opposition of any right relating to the LRM’s Property or anything confusingly similar thereto, or by way of lawsuit, cancellation proceeding or action or otherwise; or (b) misuse, disparage or bring into disrepute LRM’s name and/or the Property, nor shall Company make any negative or unfavorable statements concerning LRM, and LRM Teammate and/or the Property. Company shall have no right to use the Results & Proceeds or Property (as hereinafter defined) other than as explicitly stated herein, in connection with the Event, and all rights not otherwise granted or addressed herein are hereby reserved by LRM. LRM acknowledges Company’s ownership of the Company IP, and Company hereby grants to LRM a non-exclusive, royalty-free, irrevocable, perpetual, worldwide and assignable right and license to use the Company IP, as used in connection with the Event and the Services, on or in connection with the advertising and promotion of LRM’s business (including, without limitation, on LRM’s website, in Stern’s portfolio, posting and re-posting on LRM accounts, including boosting, sponsored and paid). To the extent any materials owned by third parties (e.g., logos, locations, individuals, etc.) (“Third-Party Materials”) are used in any manner in connection with the Event, Company shall be solely responsible for identifying such Third-Party Materials, and for obtaining an applicable license from the owners of such Third-Party Materials.

 

  1. Force Majeure. If, at any time during the Term, LRM is prevented, hampered or interrupted by, or interfered with in, in any manner whatsoever, fully performing any duties hereunder, by reason of: an emergency or illness in an LRM Teammates immediate family; any LRM Teammates illness, injury, or treatment for illness or injury; any present or future statute, law, ordinance, regulation, order, judgment or decree, whether legislative, executive or judicial (whether or not valid); any act of God, earthquake, fire, flood, epidemic (including, without limitation, any pandemic), accident, explosion or casualty; any lockout, boycott, strike, labor controversy (including, without limitation, any threat of any of the foregoing); any riot, civil disturbance, war or armed conflict (whether or not there has been an official declaration of war or official statement as to the existence of a state of war), invasion, occupation, intervention of military forces or act of public enemy; any embargo, delay of a common carrier, inability without default on LRM or any LRM Teammate’s part to obtain sufficient material, labor, transportation, power or other essential commodity required in the conduct of its business; any cause beyond the reasonable control of LRM or any LRM Teammate; or any other cause of any similar nature (each of the foregoing, a “Force Majeure Event”), then: (a) such of LRM’s Services hereunder shall be suspended as often as any such Force Majeure Event occurs, (b) during such period(s) of time as such Force Majeure Event(s) exist, such non-performance by LRM as it pertains to such Services shall not be deemed to be a breach of this Agreement by LRM or a forfeiture of any of LRM’s rights hereunder, and (c) LRM will nonetheless be entitled to retain any and all amounts due, and payable to, LRM hereunder (including, without limitation, the Compensation).

 

  1. Confidentiality.

 

    1. Obligations. Each Party acknowledges that it may have access to the other Party’s non-public and/or proprietary information relating to such Party’s business or operations, whether written, oral or maintained in electronic or any other form (including, without limitation: finances, technology or other technical data, trade secrets, inventions, processes, formulas and know-how; designs, drawings, services, products, product plans, product development, marketing, marketing plans and information, customers, potential business partners, market information, suppliers, vendors, retailers, manufacturers, factories; and all documents, analyses, reports, research, business plans, studies, diagrams, marketing information or other materials that contain information), including the existence of this Agreement and the terms hereof (collectively, “Confidential Information”), the value of which may be impaired by misuse, or by disclosure to a third party. The receiving Party agrees that it will not disclose such Confidential Information, except to perform the its obligations under this Agreement, but solely to those who have a "need to know" the same and have agreed, in writing, not to disclose the Confidential Information, or use the Confidential Information for any purpose other than pursuant to the terms of this Agreement. The receiving Party shall take reasonable precautions to protect the confidentiality of the other Party’s Confidential Information, which may include, without limitation, the use of separate written confidentiality agreements. Following the expiration or termination of this Agreement, no Party shall disclose or use any of the other Parties’ Confidential Information for any purpose, unless otherwise agreed in writing by the disclosing Party. Each Party agrees to notify the other Party of the circumstances surrounding any inadvertent disclosure of Confidential Information by the receiving Party, and all Confidential Information is and shall remain the property of the disclosing Party.

 

    1. Exclusions; Mandatory Disclosure. As used in this Agreement, the term ‘Confidential Information’ shall not include any information that: (i) now or hereafter becomes, through no unauthorized act by or on behalf of the receiving Party, generally known or available to the public; (ii) known to the receiving Party, by lawful means, at the time the receiving Party receives the same from the disclosing Party; (iii) furnished to the receiving Party by a third party that does not have an obligation of confidentiality to the disclosing Party with respect thereto; or (iv) independently developed by the receiving Party without use of or access to the disclosing Party’s Confidential Information. Nothing in this Agreement shall prevent the receiving Party from disclosing Confidential Information of the disclosing Party to the extent the receiving Party is required to do so by the rules of an applicable securities market or exchange, or is legally compelled to do so by any governmental investigative or judicial agency or court pursuant to proceedings over which such agency or court has jurisdiction; provided, however, that prior to any such disclosure, the receiving Party shall (i) assert the confidential nature of the Confidential Information to the market, exchange or agency or court; (ii) promptly notify the disclosing Party in writing of the requirement, order or request to disclose; and (iii) at the disclosing Party’s sole cost and expense (excluding the receiving Party’s outside attorney fees), cooperate fully with the disclosing Party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of the compelled disclosure and protecting the confidentiality of the Confidential Information.  Any Confidential Information that is disclosed under this Section shall otherwise remain subject to the provisions of this Agreement.

 

  1. Representations & Warranties. Company hereby represents and warrants to LRM that: (a) it has the full right, power, and authority to enter into this Agreement and to perform all of its obligations hereunder; (b) it shall comply with and act in accordance with any and all applicable laws, regulations, codes, ordinances, treaties, statutes, or judgments, and that there is no pending or threatened litigation which may affect Company’s ability to fully perform its obligations herein; (c) the Event (including any and all Products offered at the Event) and Company IP will not infringe on the statutory rights, contractual rights, common law right, trademark, copyright, right of publicity, intellectual property right, privacy right, proprietary right or other right of any third party; and (d) the provisions of this Agreement are not in conflict with and do not violate any commitment, agreement, obligation or understanding that Company now has or will in the future have with any other person or entity.

 

  1. Indemnification & Insurance. Company agrees to defend, indemnify and hold harmless both LRM and all LRM Teammates, individually and/or collectively, and each of their respective officers, directors, employees, associated or affiliated companies, successors, assigns, licensees (hereinafter referred to as “Indemnitees”) from and against any and all third party liabilities, damages, costs and expenses of any kind, including reasonable attorney’s fees, which may be obtained against, imposed upon or suffered by the Indemnitees or any of them by reason of any breach or alleged breach by Company of this Agreement, any of Company’s representations or warranties hereunder, the use of any Third-Party Materials, or any injury or damage sustained by any Indemnitee in connection with the Event. Within five (5) business days of the date on which this Agreement is fully executed, Company shall submit to LRM a certificate of insurance naming each of LRM and all LRM Teammates as additional insureds (“COI”) for the Event, which COI, or a renewal or replacement thereof, shall remain in force at all times during the Term.

 

  1. Legal Proceedings. This Agreement and the legal relations among the Parties hereto shall be governed by and construed in accordance with the laws of New York applicable to agreements wholly made and to be performed within New York, notwithstanding any conflict of law provisions to the contrary. The Parties hereby agree that any action which in any way involves the rights, duties and obligations of any Party under this Agreement shall be brought in courts located in Nassau County, New York, and the Parties hereby submit to the personal jurisdiction of such courts. Each of the Parties waives any objection that it may have based on improper venue or forum non conveniens to the conduct of any such suit or action in any such court. Each of the Parties hereby waives the right to trial by jury in any and all actions or proceedings in any court, whether the same is between them or to which they may be Parties, and whether arising out of, under, or by reason of this Agreement, or any acts or transactions hereunder or the interpretation or validity thereof, or out of, under or by reason of any other contract, agreement or transaction of any kind, nature or description whatsoever, whether between them or to which they may be Parties.

 

  1. Assignability. Neither Party shall assign, encumber or transfer this Agreement or any of its rights or obligations hereunder, directly or indirectly, whether pursuant to any transaction or series of transactions, without the other Party’s prior written approval. Any attempted assignment, encumbrance or transfer in violation of the foregoing shall be void and of no force or effect. This Agreement shall be binding upon and inure to the benefit of the Parties to this Agreement and their respective successors and permitted assigns.

 

  1. Notices.

 

    1. Requirements for Notices. All notices, requests, demands and other communications required or permitted to be made hereunder (“Notices”) shall be in writing and signed by a duly authorized signatory of the Party delivering such notice. All such Notices shall be deemed duly given: (i) at the time of delivery, if hand delivered to the corporate office for the Party to whom Notice is being delivered, against a signed receipt therefor; (ii) one (1) day after dispatch, if sent to the Party at the address and/or contact listed in this Agreement for such type of Notice, by: (A) registered or certified mail, return receipt requested, first class postage prepaid, or (B) nationally recognized overnight delivery service (e.g., FedEx, UPS, etc.); or (iii) at the time of transmission, if sent to the Party at the address and/or contact listed in this Agreement for such type of Notice by e-mail transmission. Either Party may alter the address to which Notices are to be sent hereunder by giving Notice of such change to the other Party in conformity with the provisions of this Section. All Notices to Company shall be delivered to Company at the address for Company specified in the Event Terms, and all Notices to LRM shall be delivered to LRM as follows:

Address: Leftys Right Mind, a division of The DBB Group, LTD

        67 Bond Court

        Manhasset, NY 11030

        Attention: Danielle Stern

Email: danielle@leftysrightmind.com

  1. Miscellaneous.

 

    1. All Rights Cumulative. All rights and remedies conferred upon or reserved by the Parties in this Agreement shall be cumulative and concurrent and shall be in addition to all other rights and remedies available to such Parties at law or in equity or otherwise. Such rights and remedies are not intended to be exclusive of any other rights or remedies and the exercise by either Party of any right or remedy herein provided shall be without prejudice to the exercise of any other right or remedy by such Party provided herein or available at law or in equity.

 

    1. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, LRM SHALL NOT BE LIABLE TO COMPANY OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR SPECIAL DAMAGES, OR FOR LOSS OF GOOD WILL OR BUSINESS PROFITS, REGARDLESS OF THE FORM OR ACTION, WHETHER IN CONTRACT OR IN TORT, EVEN IF LRM HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES OR LOSSES.

 

    1. Relationship of the Parties. Company and LRM agree that LRM shall perform hereunder as an independent contractor, not as an employee of Company. Nothing herein contained shall constitute a partnership or a joint venture between Company and LRM. Neither Party hereto shall hold itself out contrary to the terms of this provision, and neither Company nor LRM shall become liable for any representation, act or omission of the other Party contrary to the provisions hereof.

 

    1. Entire Agreement. This Agreement sets forth the entire agreement and understanding between the Parties with respect to the subject matter hereof, and supersedes all prior agreements, understandings, inducements and conditions, whether express or implied, oral or written, except as herein contained. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the parties other than as expressly set forth in this Agreement. This Agreement may only be amended or modified by written agreement, duly executed by authorized signatories of, and delivered by, each of the Parties hereto. The express terms of this Agreement shall control and supersede any course of dealing or performance, and/or usage of trade, that is inconsistent with any of the terms hereof.

 

    1. Waiver & Delays. A waiver by any Party of any provision, breach or default of, or rights under, this Agreement, shall: (i) only be effective if signed by an authorized signatory of the Party waiving the same, (ii) not bar the exercise of the same right on any subsequent occasion or any other right at any time, and (iii) not constitute a continuing waiver of such or any other provision, breach, default or right. Neither the failure of nor any delay on the part of any Party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege.

 

    1. Severability. If any term or provision of this Agreement, as applied to either Party or any circumstance, for any reason shall be declared by a court of competent jurisdiction to be invalid, illegal, unenforceable, inoperative or otherwise ineffective, then: (i) such provision shall be eliminated to the minimum extent necessary, and (ii) such provision shall be reformed and rewritten so as to most closely reflect the intention of Company and LRM, such that this Agreement shall otherwise remain in full force and effect and enforceable.

 

    1. Further Assurances. LRM shall execute and deliver to Company any and all documents requested by Company to effectuate the purpose and intent of this Agreement, including, without limitation, Company’s ownership in and to the Property and the Results & Proceeds. In the event LRM fails to so execute and deliver any of the foregoing within five (5) business days of Company’s request therefor, LRM hereby appoints Company as LRM’ attorney-in-fact for the purposes of executing such documents in LRM’s name.

 

    1. Form & Construction. Section and Sub-Section headings in this Agreement are included for ease of reference only and do not constitute substantive matter to be considered in construing the terms of this Agreement. Each Party has cooperated in the drafting and preparation of this Agreement, and no dispute with respect to this Agreement should be resolved based on the conclusion that either LRM or Company was the drafter.

 

    1. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one (1) agreement binding on all Parties notwithstanding that all Parties are not signatories to the same counterpart. Each of the Parties agrees that electronic signatures evidencing a Party’s execution of this Agreement shall be effective as an original and may be used in lieu thereof for any purpose.