2015-114 Flathead Ads Vendor Agreement
This Agreement is entered into on the_30th_day of November 20_15_by and between All
In House Media, LLC d/b/a Flathead Ads, a limited liability company formed under the laws of
the State of Florida (hereinafter Company), located at 11025 Lake Katherine Circle,
Clermont, FL 34711 and _The City Of Clermont/Clermont Performing Arts Center located at
3700 S HWY 27, Clermont, FL 34711(hereinafter Client)
1. Services
a. Generally
Company agrees to provide for Client certain promotional activities (hereinafter, Services)
by publicly displaying certain audio-visual media (hereinafter, Media) provided by Client The
Services consist of a mobile display of the Media via Company's Flathead(s), which are a
thirty-two inch digital screen and two (2) speakers mounted on an individual via a backpack
harness (hereinafter, "Flathead(s)") Each Flathead will be dispatched by Company with no
less than two (2) people, one of whom will be weanng the equipment and the other to assist
the wearer Company will use reasonable efforts to ensure that the Flathead(s) will travel
throughout a designated area The number of Flathead(s) and the cost, duration and location
of the Services are reflected on the attached invoice (hereinafter, "Invoice"), which is
incorporated herein by reference
b Location and Duration
Client must provide a location for the Services that has ample open areas and clear
walkways Should Company, in its sole discretion and at any time, determine that providing
the Services in the location referenced on the Invoice poses a nsk of any kind or nature to
Company or any person or property, whether belonging to Company or otherwise, Company
may postpone or terminate its obligations under this Agreement, and such postponement or
termination shall not be considered a breach of this Agreement Company will make a good
faith effort to promptly notify Client of the cause for such postponement or termination, and
will give Client the opportunity to cure via elimination of the nsk
Each Flathead will be billed on the Invoice for a 4 hour shift During each one (1) hour
period of every shift, the Flathead(s) shall have 5 minutes of downtime To wit, there shall be
fifty-five (55) minutes of Flathead activity, whether standing, walking or interacting with
passersby, and a 5 minute break
2. Media
Client shall provide Company with one (1) copy of the Media per Flathead no less than five
(5) business days prior to the date listed on the Invoice for the Services The Media shall be in
digital format on a USB drive and have a run time that shall not exceed thirty (30) seconds
Client hereby grants Company a non-exclusive, perpetual license to photograph, record,
reproduce, publicly perform and publicly display the Media, via any method or device now
known or hereafter devised, during the course of the Services for Company's promotional use
Client warrants to Company that the Media is original to Client except for matenal in the
public domain and such excerpts from other works that may be included, in part or in their
entirety, which Client has or will obtain all necessary and appropriate rights and licenses
pertaining to such works for any and all uses contemplated by this Agreement Client further
warrants that the Media does not infringe any trade name, trademark, trade secret or
1
' copyright, violate or invade any right of privacy, personal or propnetary right, or other
common law or statutory right, or otherwise contain any libelous, scandalous, obscene,
indecent, or actionable material
Client hereby indemnifies Company and undertakes to defend Company against and hold
Company harmless (including, without limitation, settlement amounts agreed to by Company
in its sole discretion, attorneys' fees and costs) from any claims and/or damages arising out of
a breach of Client's warranties, covenants, representations or agreements as provided herein
3. Postponement,Termination and Cancellation
Client shall have the right to cancel this Agreement via written notice which must be
received by Company no less than ten (10) business days prior to the date of Services listed on
the Invoice In that event, Company will retain the non-refundable deposit paid by Client '
Additionally, Client shall be responsible for any reasonable, documented costs incurred by
Company for travel arrangements, if any, that were made in preparation for the Services In
the event that Company receives notice of cancellation from Client less than ten (10) business
days prior to the date of Services listed on the invoice, Client shall be responsible for the full
amount listed on the Invoice
' If the performance of Company's obligations hereunder is delayed or becomes impossible
or impracticable by reason of any act of God, fire, weather, earthquake, strike, labor
disturbance, civil unrest, acts of government, its agencies or officers, or any other such
"force majeure" event, Company may, upon notice to Client, cancel this Agreement and
refund the amounts paid by Client
In the event that the Services are postponed or terminated in accordance with Section
1(b), above, Client shall not be due a refund or credit of any kind or nature, and will be
responsible for the entire amount due as listed on the Invoice
4. General Provisions
a Capacity
Client warrants and attests that Client is legally able and authorized to enter into this
Agreement Company and Client are entering into this Agreement in good faith, and both
agree to adhere to the terms set out herein
b.Applicable Law
This Agreement shall be governed by the laws of the State of Florida, and venue for any
and all disputes arising out of or related to this Agreement shall properly lie in Lake County,
Flonda In the event of any action, suit or proceeding arising out of or related to this
Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and
costs related to such action, suit or proceeding
c Miscellaneous
This Agreement is binding upon and inures to the benefit of the agents, representatives,
administrators, personal representatives, assigns and successors in interest of the parties
This Agreement is the entire agreement between the parties with respect to the Services and
may be amended only by a wntten instrument signed by both parties If any part of this
1 Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not
affect the balance of this Agreement Nothing in this Agreement shall be deemed to create a
,
partnership or point venture between the parties The headings of the paragraphs of this
Agreement are for convenience only and shall not be deemed to limit or in any way affect the
scope, meaning or intent of this Agreement
ACCEPTED AND AGREED BY
All In House Media, LLC (COMPANY NAME, INC )
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B Ron Feld, Manager By (Insert Name), (Insert
Title)
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