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CHAPTER EVENT PLANNING AGREEMENT

This Chapter Event Planning Agreement overrides any existing agreement currently in effect between Travel Entertainment and Marketing LLC (“T.E.A.M”) dba Formal Builder and / or its Affiliates (hereinafter referred to as the ‘Company’) with their principal place of business at and the Organization planning the event (hereinafter referred to as the ‘Organization’ or ‘Chapter’ or ‘You’).

By clicking the acceptance button (titled “I Agree”) at the end of this Agreement, You agree to be bound by the terms of this Agreement.

In this Agreement, the Company and the Organization are individually referred to as ‘Party’ and collectively as ‘Parties’.


BACKGROUND


1. The Company is engaged in the business of planning events and making arrangements for accommodations, services and events which constitute the event package.
2. The Organization desires to engage the services of the Company for the purpose of planning their event and the Company is willing to provide the event planning and management services to the Organization.
3. The Parties are desirous of entering into this agreement (“Agreement”) to formalise and record their respective obligations.


NOW THEREFORE, IT IS HEREBY MUTUALLY AGREED BY AND BETWEEN THE PARTIES AS UNDER:


1. REPRESENTATIONS AND WARRANTIES

1.1 Each Party represents and warrants to the other Parties that as on the date of this Agreement,

1.1.1 he, she or it has the necessary power and authority to enter into this Agreement; and
1.1.2 the execution, delivery, performance, and consummation of the transactions contemplated by this Agreement do not and will not constitute a material default under any contract or law by which they or their material assets are bound.

1.2 The Organization hereby confirms that the representative of the Organization signing this Agreement has the appropriate authority to sign on behalf of the Organization.

1.3 The Organization also hereby confirms that the signatory to this Agreement is only signing on behalf of the Organization, that it is the Organization which is responsible to comply with the obligations under this Agreement and that the obligations shall continue to apply to the Organization and its elected officers at any point of time, even if the current signatory is replaced by another authorized signatory or official.


2. PROVISION OF SERVICES BY THE COMPANY


The Company agrees to provide event planning and management services as may be further detailed in the package details as discussed between the representative of the Company and the Organization, at the pricing as provided to the Organization (the ‘Services’).


3. PAYMENT FOR THE EVENT PLANNING AND MANAGEMENT SERVICES


3.1 For the purpose of this Agreement, a “Quote” shall mean the quotation provided to the Organization for the provision of event planning services and the charges for such services.
3.2 The Company agrees to provide the services at said payment terms provided in the Quote, to be paid on or before such date as provided for in the Quote (“Payment Date”) , through charging the credit card granted by the Organization, the details of which shall be provided by the representative of the Organization signing this Agreement. Upon signing this Agreement, the Organization shall be deemed to have executed a promissory note in favour of the Company to the extent of the service charges stated in the Quote, which shall be considered to be paid when received by the Company by charging the credit card of the Organization. However, the Organization has the option to pay the service charges prior to the Payment Date and in that case, the promissory note shall be deemed to have been paid on the date of receipt by the Company.

3.3 In addition to the above fixed charges, since the Company is providing additional time for the payment despite booking the event related accommodation or services or events in advance, the Company shall charge a Processing Fee of as may be provided for in the Quote to be paid on or before the Payment Date, through charging the credit card granted by the Organization, the details of which, shall be provided by the representative of the Organization signing this Agreement.

3.4 You further acknowledge and agree that this Agreement is not, in any manner connected with any agreements, arrangements or plans which the Company may agree with any hotels, venues or any other service providers and that those agreements are held confidential between the Company and any such hotels, venues and service providers. Therefore, you agree not to request or demand any information or services in relation to any such agreements or arrangements or plans which the Company has entered into or discussed with any hotels, restaurants or any other service providers. The Company shall not be bound to provide any information in relation to such agreements, arrangements or plans to you.

3.5 In particular the pricing which the Company has negotiated with any hotels, restaurants, venues or other service providers are strictly confidential and you agree that you will not seek or demand any information in relation to such pricing from the Company. The pricing provided to you as a part of the Quote is a package pricing provided to you as a whole and you agree that the Company shall not be bound to provide you with the details of the pricing for each of the constituents in the package separately.


4. COMMUNICATION IN RESPECT OF YOUR ACCOUNT OR SERVICES PROVIDED TO THE ORGANIZATION


4.1 Upon the execution of this Agreement, any communication in relation to the Services to be provided to the Organization shall only be in writing or via email with the representative of the Organization who has signed this Agreement or any other person who has been duly authorised by the Organization to communicate with the Company in relation to this Agreement.

4.2 The Company shall be entitled to ask for the proof of authorisation from any person who is not a signatory of this Agreement and yet claims to be a representative of the Organization while communicating with the Company.

4.3 If the Organization retains a counsel in relation to any disputes with the Company, the Company shall be entitled to ask for proof that such counsel has been retained, before providing any information or discussing any matters in relation to your account or your availing of Services from the Company.

4.4 In the event that any person who is not a signatory to this Agreement attempts to discuss any matters in relation to this Agreement with the Company without any proof of authorisation from the Organization, the Company can refuse to communicate with such person.


5. TERM OF THE AGREEMENT AND THE RENEWAL


5.1 The Agreement shall be valid for a period of one year from the date of execution by the Organization (the ‘Term’).

5.2 The Term of this Agreement shall be renewed for a further period of one year unless we receive an official communication, not less than 30 (thirty) days before the expiry of one year from the date of payment of charges by the Organization, on the letterhead of the Organization or an email from the representative of the Organization who has signed this Agreement to the effect that the Services should not be renewed for the further period of one year.

5.3 The Organization acknowledges and agrees that when this Agreement is signed on behalf of the Organization, the Organization is deemed to have agreed to avail the services of the Company and accordingly, the Company will be entitled to charge the Organization for the services, irrespective of whether or not the services are actually availed (i.e. irrespective of whether or not there is an actual travel or attendance at events).

5.4 The Organization acknowledges that in the event that the Organization does not use the services, it would be very difficult for the Company to manage the bookings with the hotels and other service providers and accordingly, the Organization agrees that in the event that the Organization does not use the services, or uses the services provided by another event planning Company, the Organization shall be deemed to have accepted to avail of the services of the Company for further two events and the Company shall be entitled to charge the credit card provided by the Organization accordingly.


6. INCORPORATION OF WEBSITE TERMS AND CONDITIONS


The terms and conditions of Service as provided on the website of the Company (https://formalbuilder.com/terms-conditions/) shall be deemed to be incorporated in this Agreement by reference.


7. EXCLUSIVITY


The Organization acknowledges and agrees that in respect of the business of the Company, the pricing and other planning information forms the basis of the Services and therefore, the Company shall not provide these details unless the Company considers that the Organization to be seriously interested in availing the Services to be provided by the Company.

For this purpose, upon onboarding of the Organization by the Company and provision of pricing and other details of the event package to the Organization, the Organization shall not discuss the provision of the Services with a direct or indirect competitor of the Company providing event planning and management services.


8. NON-CIRCUMVENTION


8.1 You agree that at no point of time during the Term of this Agreement shall you directly approach the hotels, restaurants, venue providers or any other service providers for any purpose or for any information in relation to the pricing etc. related to the event.

8.2 In the event that the Company becomes aware of any attempt by the Organization to directly approach the hotels, restaurants, venue service providers or other service providers directly or indirectly in connection with the Services, the Company shall be entitled to terminate this Agreement immediately and cancel the event.


9. CONFIDENTIAL INFORMATION


9.1 For the purpose of this clause, “Confidential Information” shall mean information including but not limited to the existence and terms of this Agreement, the business of the Company, package plans, pricing plans and any other information which the Company may expressly indicate to be confidential.

9.2 The Organization agrees that during the term of this Agreement and for a period of one year from the termination of this Agreement, the Organization:
9.2.1 shall not, without the prior written permission of the Company, directly or indirectly disclose or cause to be disclosed any Confidential Information to any third party; and
9.2.2 shall use the Confidential Information only for the purpose for which it was provided and shall not use it for any benefit or profit from the same in any unauthorised manner.


10. NON-DISPARAGEMENT


During the Term of this Agreement and at all times thereafter neither the Organization nor any of its elected officials shall, directly or through any other Person make any public or private statements (whether orally, in writing, via electronic transmission, or otherwise) that disparages, denigrates or maligns any of the Company’s respective businesses, products, services, activities, operations, affairs, reputations or prospects; or any of the Company’s respective officers, employees, directors, partners, agents, members or shareholders. For purposes of clarification, and not limitation, a statement shall be deemed to disparage, denigrate or malign the other party if such statement could be reasonably construed to adversely affect the opinion that any other Person may have or form of such first Person. The foregoing limitations shall not be violated by truthful statements made by the representative of the Organization or the Organization itself: (i) to any governmental authority or (ii) which are in response to legal process, required governmental testimony or filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection with such proceedings).


11. NOTICES


11.1 All notices given pursuant to this Agreement, shall be in writing and with respect to delivery to the Company, shall be delivered in accordance with Puerto Rico Laws Title 14, Section 3955, personally, to any director or officer of the Company, or at the registered office or other place of business of the Company as may be informed to the Organization via hand delivery or certified mail. With respect to the Organization, all notices shall be in writing and shall be delivered by hand delivery, or by certified mail at the address of the Organization as provided to the Company or via electronic mail at the email address provided by the Organization to the Company.

11.2 All notices delivered in accordance with Clause 11.1 shall be considered to be delivered 1) in case of notices delivered by hand, when so delivered; 2) in case of notices sent by certified mail, upon receiving an acknowledgement of receipt; and 3) if sent by email, upon acknowledgement of receipt of the email by the receiver.


12. INDEMNIFICATION


12.1 In the event of a breach of the terms of this Agreement, the Party responsible for the breach, as well as its elected officials shall indemnify and hold harmless the other Party or Parties, its founders, directors, agents, officers and employees against any and all claims, suits, actions, demands or proceedings and all related damages, losses, liabilities, costs and expenses (including but not limited to reasonable lawyers’ fees) (together, “Claims”) incurred by the non- defaulting Party.

12.2 The Claims in the above Clause 12.1 must be arising out of or relating to:

12.2.1 breach of the terms of this Agreement or of any applicable law, rules, regulations or orders of any statutory, judicial, quasi-judicial or other competent authority; or
12.2.2 any action taken by any government or other statutory, judicial or quasi-judicial or other competent authority against the non-defaulting Party or Parties for any breach or default by the defaulting Party.


13. GOVERNING LAW AND DISPUTE RESOLUTION


13.1 This Agreement shall be governed by and construed in accordance with the laws of Puerto Rico, United States.

13.2 In the event a dispute or difference arises in connection with the interpretation or implementation of this Agreement, the Parties to the dispute shall attempt in the first instance to amicably resolve such dispute through mutual consultations. If the dispute is not resolved within a period of 30 (thirty) days from the date of commencement of discussions or such longer period as the Parties may agree in writing, then a Party may refer the dispute to arbitration.

13.3 The arbitration shall be conducted in English by a sole arbitrator appointed jointly by the parties, as far as possible. If the parties are unable to agree upon an arbitrator, an arbitration panel consisting of 3 arbitrators will resolve the dispute, where each of the parties appoints one arbitrator and the two arbitrators in turn, appoint a third arbitrator. The arbitrators must be independent.

13.4 An arbitrator’s fees will be capped at USD 1000 where there is a single arbitrator, or a total of USD 3000 when there is a panel. The arbitrator or the panel must issue a final decision within 1 month from the commencement of arbitration proceedings.

13.5 The place of arbitration shall be Puerto Rico, United States. The award of the arbitration proceedings will be final and binding on both Parties to the Agreement.

13.6 In the event that the disputes cannot be resolved by arbitration, the disputes shall be subject to the exclusive jurisdiction of the competent courts in Puerto Rico, United States.


14. MISCELLANEOUS


14.1 Assignment: Neither Party shall be entitled to transfer or assign the rights or obligations under this Agreement or any part thereof except with the prior written approval of the other Parties.

14.2 Amendments and Waiver: Any provision of this Agreement may be amended or waived if, and only if such amendment or waiver is in writing and signed, in the case of an amendment by each of the Parties, or in the case of a waiver, by the Party against whom the waiver is to be effective. No waiver by any Party of any term or condition of this Agreement, in any one or more instances, shall be deemed to be or construed as a waiver of the same or any other term or condition of this Agreement on any future occasion.

14.3 Severability: In the event that any of the terms, conditions or provisions contained in this Agreement are determined by any competent court or other authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision shall to that extent be severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by the applicable laws.

14.4 Counterparts: This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the Parties actually executing such counterparts, and all of which together shall constitute one instrument. The Parties may enter into this Agreement by signing any such counterpart.

14.5 Entire Agreement: With the authorized signatures complete, this Agreement along with the Schedules attached hereto, constitutes the entire Agreement between the Parties pertaining to the subject matter hereof and any written or oral agreements existing between the Parties or modifications to this Agreement shall be of no force or effect as regards the subject matter hereof unless incorporated herein through an addendum signed by both the Parties specifically referencing this Clause.

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