Event Agreement
This agreement (“Agreement”) is entered into as of ______, 20___ between ______(“Food Truck Vendor”) and ______(“Company”) for the Company’s event on the date and time set forth on Exhibit A hereto at the Company’s lot located at 10202 West Washington Boulevard, Culver City, CA 90232 (the “Event”).
1. Indemnification. Food Truck Vendor shall indemnify, defend and hold harmless Company, its parent(s), subsidiaries, licensees, successors, related and affiliated parties and their officers, directors, employees, representatives, assigns and agents from any and all liabilities, judgments, losses, claims, demands, damages, penalties, interest, costs and expenses of any kind whatsoever (including without limitation, reasonable attorneys’ fees) by any person or persons arising out of or related to Food Truck Vendor’s acts or omissions, except to the extent caused by Company's negligence or willful misconduct.
2. Insurance. Food Truck Vendor shall maintain insurance in accordance with Exhibit B attached hereto and will provide a certificate of insurance and policy endorsements to Company prior to rendering Services to Company hereunder.
3. Dispute Resolution. The parties agree that any and all disputes or controversies of any nature between them arising in connection with the Event and/or this Agreement shall be determined by binding arbitration, in Los Angeles, California, in accordance with the rules of JAMS before a single neutral arbitrator ("Arbitrator") mutually agreed upon by the parties. If the parties are unable to agree on an Arbitrator, the Arbitrator shall be appointed by the arbitration service. The Arbitrator's decision shall be final and binding as to all matters of substance and procedure, and may be enforced by a petition to the Los Angeles County Superior Court for confirmation and enforcement of the award. This Agreement shall be governed by and construed in accordance with the laws of the State of California.
4. Performance. Food Truck Vendor shall provide the Services set forth in Exhibit A hereto in a professional manner in accordance with the highest standards applicable to its industry and shall abide by all laws, statutes, rules and regulations of, and hold any certifications and permits required by, any applicable regulatory agencies governing the rendering of Services, (e.g.,, the Los Angeles department of health or the equivalent thereof).
5. Confidentiality. Food Truck Vendor agrees on its behalf and on behalf of all of its employees and independent contractors assigned to provide Services hereunder (“Assigned Staff”) that it, and each member of the Assigned Staff, shall guard in the strictest confidence and not disclose to any third party and not use for any reason except to provide Services pursuant to this Agreement, any of Company’s confidential information disclosed to Food Truck Vendor or to which Food Truck Vendor or any of the Assigned Staff may otherwise gain access to (including by visual inspection or otherwise) by virtue of the provision of Services under this Agreement. Food Truck Vendor acknowledges and agrees that Company’s confidential information includes without limitation all details regarding any activities on the Company’s premises, intellectual property information, the identities of any person or persons on the Company’s premises, dates, and any of the terms of this Agreement. The Food Truck Vendor and Assigned Staff will not be permitted to: (a) take any still photographs, videos, recordings or any similar media while on the Company’s premises, (b) make or provide any public or private statement or disclosure concerning the existence of this Agreement, or (c) use the name, likeness or trademarks of Company, its employees, consultants, agents or affiliates to express or imply any relationship or affiliation between Food Truck Vendor and Company, or any endorsement of any product or service
6. Entire Agreement; Authority to Enter Agreement. This Agreement contains the full and complete understanding of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether oral or written, with respect to the subject matter hereof. Any amendments to the Agreement must be provided in writing and executed by authorized representatives of both parties. The person signing this Agreement on behalf of Food Truck Vendor warrants that he or she is an officer of Food Truck Vendor or Food Truck Vendor’s authorized agent and, as such, has the right to enter into this Agreement and that no other authorization is necessary.
7. Compostable Materials. Food Truck Vendor warrants that it will use compostable catering supplies for containers, cups, plates, flatware, etc.
8. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY HERETO BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE, OR FOR EXEMPLARY OR PUNITIVE DAMAGES, EVEN IF APPRISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. . This exclusion is not intended to apply to loss or damage to tangible property or personal injuries (including death) directly caused by a party’s negligence.
ACCEPTED AND AGREED TO:[COMPANY] :
By:
Its: / [FOOD TRUCK VENDOR LEGAL NAME]:
By:
Its:
EXHIBIT A
SERVICES AND FEES
1. SERVICES:
[Describe in detail. Including specifics around set-up and clean-up/standard of clean-up]
2. TERM:
From ______until ______[Include exact hours (including set-up and clean-up time]; provided, however, that Company shall have the right to terminate the Services immediately upon notice to Food Truck Vendor at any time, with or without cause, with no liability of any kind.
3. FEES:
a. Food Truck Vendor will be compensated at a rate of $______per ______
b. Expenses: Prior written approval by the Company is required.
c. Estimated Costs:
d. Payment Terms:
EXHIBIT B
INSURANCE REQUIREMENTS
A Certificate of Insurance and copies of Endorsements are to be sent to the Risk Management Department of Company reflecting the following insurance coverage:
Commercial General Liability - $1,000,000 per occurrence / $2,000,000 aggregate
to include Products/Completed operations coverage aggregate
Umbrella and/or Excess Liability - $2,000,000 per occurrence
$2,000,000 aggregate
Automobile Liability - $1,000,000. CSL
Automobile Physical Damage
Statutory Workers' Compensation
Employer's Liability - $1,000,000.
“All Risk” Property and/or Miscellaneous Equipment coverage on all property rented/leased or owned for replacement cost value
For all of the liability insurance policies required above, the Food Truck Vendor will provide an endorsement(s) including ”Company” its parent(s), subsidiaries, successors, licensees, related & affiliated companies, their officers, directors, employees, agents, representatives & assigns as Additional Insureds as their interests may appear regarding the Event.
The Food Truck Vendor’s Workers’ Compensation and All Risk Property and/or Miscellaneous Equipment insurance policies should include a Waiver of Subrogation endorsement in favor of Company its parent(s), subsidiaries, successors, licensees, related & affiliated companies, their officers, directors, employees, agents, representatives & assigns
All liability policies required above must indicate that the Food Truck Vendor's insurance is primary and any insurance maintained by the Additional Insureds is non-contributing to any of the Food Truck Vendor’s insurance.
The Food Truck Vendor’s insurance carriers must be licensed in the State of California & have an A.M. Best Guide Rating of at least A:VII. Should any of the Food Truck Vendor’s insurance policies be cancelled before the expiration date(s) thereof, notice will be delivered in accordance with the Food Truck Vendor’s insurance policy(ies) provisions.
Before any Services are performed, the Food Truck Vendor must issue a certificate of insurance and the specified endorsements required above to the Company. All certificates and endorsements shall have an authorized signature of the insurance company(ies) representative or insurance company underwriter.
CERTIFICATE HOLDER:
INSERT COMPANY NAME
10202 W. Washington Blvd., Culver City, CA 90232
Attn: Risk Management