- (i) perform the Services set forth in Exhibit B. However, if a conflict exists between this agreement and any term in Exhibit B, the terms in this agreement will control;
- (ii) devote as much productive time, energy, and ability to the performance of its duties under this agreement as may be necessary to provide the required Services in a timely and productive manner;
- (iii) perform the Services in a safe, good, and workmanlike manner by fully trained, skilled, competent, and experienced personnel using at all times adequate equipment in good working order. The Wedding Planner may delegate incidental responsibilities to the Wedding Planner's staff, but primary responsibility for fulfilling the Services remains with the Wedding Planner;
- (iv) communicate with the Couple about progress the Wedding Planner has made in performing the Services;
- (v) provide services (including the Services) that are satisfactory and acceptable to the Couple;
- (vi) be available at reasonable times and places to advise and counsel the Couple about the Wedding and on all matters detailed in Exhibit B; and
- (vii) use best efforts to supervise and coordinate the Wedding and to keep the Couple apprised of the status of the Services.
- (i) The Wedding Planner shall perform the Services in accordance with standards prevailing in the Wedding Planner's industry, and in accordance with applicable laws, rules, or regulations.
- (ii) The Wedding Planner shall obtain all permits or permissions required to comply with those standards, laws, rules, or regulations.
- (iii) If the Wedding Planner provides outdoor wedding locations subject to special permit by the federal government or state agencies as requested by the Couple, the Couple and their invited guests shall abide by the permit requirements while on that property.
- (i) make timely payments of amounts earned by the Wedding Planner under this agreement;
- (ii) provide relevant information to assist the Wedding Planner with the performance of the Services, including contact information for all vendors and service providers at least days before the Wedding;
- (iii) keep the Wedding Planner informed of the selection or modification of any vendors and service providers;
- (iv) immediately notify the Wedding Planner of any material changes to the Wedding affecting the Wedding Planner's obligations under this agreement, including any changes to the time, date, location, or guest count of the Wedding;
- (v) execute all contracts with vendors and service providers and make timely payments under those contracts;
- (vi) purchase all items needed for the Wedding; and
- (vii) satisfy all of the Wedding Planner's reasonable requests for assistance in its performance of the Services.
2. TERM AND TERMINATION.
- (a) Term. This agreement will become effective as described in section 21 20 20 20 19 19 19 18 . Unless it is terminated earlier in accordance with subsection 2(b), this agreement will continue until the Services have been satisfactorily completed and the Wedding Planner has been paid in full for those Services (the "Term").
- (b) Termination. This agreement may be terminated:
- (i) by a party on provision of days written notice to the other party, with or without cause.
- (ii) by a party for a material breach of any provision of this agreement by the other party, if the other party's material breach is not cured within days of receipt of written notice of the breach;
- (iii) by the Couple at any time and without prior notice, if the Wedding Planner is convicted of any crime or offense, fails or refuses to comply with the reasonable directives of the Couple, or is guilty of serious misconduct in connection with performance under this agreement;
- (iv) by the Wedding Planner, immediately on written notice, if the Wedding Planner cannot accommodate a Material Wedding Change (as defined in section 4 below);
- (v) by the Wedding Planner, on provision of days' written notice to the Couple, if the Couple does not pay the Deposit . ; or
- (vi) automatically, on the death of the Wedding Planner.
- (i) After the termination of this agreement for any reason, the Couple shall promptly pay the Wedding Planner for Services rendered before the effective date of the termination. However, the Couple will not pay the Wedding Planner if
- A. prohibited under applicable government law, regulation, or policy, or
- B. if the Wedding Planner is guilty of serious misconduct in connection with performance under this agreement.
3. COMPENSATION.
- (a) Terms and Conditions. The Couple shall pay the Wedding Planner in accordance with Exhibit B.
- (b) No Payments in Certain Circumstances. No payment will be payable to the Wedding Planner under any of the following circumstances:
- (i) if prohibited under applicable government law, regulation, or policy;
- (ii) if the Wedding Planner did not directly perform or complete the Services described in Exhibit B;
- (iii) if the Wedding Planner did not perform the Services to the reasonable satisfaction of the Couple; or
- (iv) if the Services performed occurred after the expiration or termination of the Term, unless otherwise agreed in writing.
4. MATERIAL WEDDING CHANGES.
The Couple acknowledges that any change to the time, date, or location of the Wedding (as set forth on Exhibit A) or any increase in the number of anticipated guests (as set forth on Exhibit A) by more than % (each a "Material Wedding Change") made after the Effective Date may
- (a) cause the Wedding Planner to become unable or unavailable to provide the Services,
- (b) impact the quality of the Services, or
- (c) result in a need for the provision of services in addition to the Services.
The Wedding Planner shall make reasonable efforts to accommodate a Material Wedding Change. If the Wedding Planner cannot accommodate a Material Wedding Change, the Wedding Planner may, at its sole option, terminate this agreement on provision of written notice to the Couple. If the Wedding Planner can accommodate a Material Wedding Change, but only by providing services in addition to the Services, these additional services and any associated costs will be determined and agreed to by the parties at the time of that Material Wedding Change.
5. ADDITIONAL SERVICES.
If the Couple asks to supplement the Services with the purchase of Additional Services (as defined in Exhibit B) offered by the Wedding Planner, and the Wedding Planner agrees and can fulfill that request, the Wedding Planner will bill the Additional Services to the Couple at the rates set forth in Exhibit B.
6. 5. PROMOTIONAL RIGHTS.
The Couple hereby grants the Wedding Planner the limited perpetual right to use, publish, and exhibit, on the internet and in other publications, any digital images or photographs of the Couple taken at the Wedding and details of the Wedding, solely to promote the Wedding Planner's business.
7. 6. 6. 5. DISCLAIMER.
The Wedding Planner expressly disclaims any warranty of merchantability or fitness for a particular purpose of any product, good, service, vendor, or service provider recommended or used by the Wedding Planner in connection with the Wedding.
8. 7. 7. 7. 6. 6. 6. 5. NATURE OF RELATIONSHIP.
The Wedding Planner shall provide the Services solely as an independent contractor. Nothing in this agreement may be construed as creating a joint venture, partnership, franchise, agency, employer-employee, or similar relationship among the parties, or as authorizing any party to act as the agent of the other. The Wedding Planer is and will remain an independent contractor in its relationship to the Couple. The Couple is not responsible for withholding taxes related to the Wedding Planner's compensation under this agreement. The Wedding Planner is solely responsible for the payment of all income, social security, employment-related, or other taxes incurred as a result of the performance of the Services by the Wedding Planner under this agreement and for all obligations, reports, and timely notifications relating to such taxes. The Wedding Planner will have no claim against the Couple for vacation pay, sick leave, retirement benefits, social security, worker's compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind. Nothing in this agreement creates any obligation between any party and a third party.
9. 8. 8. 8. 7. 7. 7. 6. OTHER ACTIVITIES.
During the Term, the Wedding Planner may engage in other independent contracting activities, except that the Wedding Planner may not accept work, enter into contracts, or accept obligations inconsistent or incompatible with the Wedding Planner's obligations or the scope of Services to be rendered for the Couple under this agreement.
10. 9. 9. 9. 8. 8. 8. 7. INDEMNIFICATION.
- (a) Of Couple by Wedding Planner. At all times after the effective date of this agreement, the Wedding Planner shall indemnify the Couple from all damages, liabilities, expenses, claims, or judgments (including interest, penalties, reasonable attorneys' fees, accounting fees, and expert witness fees) (collectively, the "Claims") that the Couple may incur and that arise from:
- (i) the Wedding Planner's negligence or willful misconduct arising from the Wedding Planner's carrying out of its obligations under this agreement;
- (ii) the Wedding Planner's breach of any of its obligations or representations under this agreement; or
- (iii) the Wedding Planner's breach of its express representation that it is an independent contractor and in compliance with all applicable laws related to work as an independent contractor. If a regulatory body or court of competent jurisdiction finds that the Wedding Planner is not an independent contractor or is not in compliance with applicable laws related to work as an independent contractor, based on the Wedding Planner's own actions, the Wedding Planner will assume full responsibility and liability for all taxes, assessments, and penalties imposed against the Wedding Planner or the Couple resulting from that contrary interpretation, including taxes, assessments, and penalties that would have been deducted from the Wedding Planner's earnings if the Wedding Planner had been on the Couple's payroll and employed as an employee.
- (i) the Couple's breach of any of their obligations or representations under this agreement; or
- (ii) the Couple's nonpayment of other Wedding vendors or the actions of the Couple or their invitees to the Wedding during the Wedding. The Couple is not obligated to indemnify the Wedding Planner if any of these Claims result from the Wedding Planner's own actions or inactions.
11. 10. 10. 10. 9. 9. 9. 8. FORCE MAJEURE.
A party will not be considered in breach or in default because of, and will not be liable to the other party for, any delay or failure to perform its obligations under this agreement by reason of fire, earthquake, flood, explosion, strike, riot, war, terrorism, or similar event beyond that party's reasonable control (each a "Force Majeure Event"). However, if a Force Majeure Event occurs, the affected party shall, as soon as practicable:
- (a) notify the other party of the Force Majeure Event and its impact on performance under this agreement; and
- (b) use reasonable efforts to resolve any issues resulting from the Force Majeure Event and perform its obligations under this agreement.
12. 11. 11. 11. 10. 10. 10. 9. GOVERNING LAW.
- (a) Choice of Law. The laws of the state of govern this agreement (without giving effect to its conflicts of law principles).
- (b) Choice of Forum. All parties consent to the personal jurisdiction of the state and federal courts in County, .
13. 12. 12. 12. 11. 11. 11. 10. AMENDMENTS.
No amendment to this agreement will be effective unless it is in writing and signed by a party or its authorized representative.
14. 13. 13. 13. 12. 12. 12. 11. ASSIGNMENT AND DELEGATION.
- (a) No Assignment. No party may assign any of its rights under this agreement, except with the prior written consent of the other party. All voluntary assignments of rights are limited by this subsection.
- (b) No Delegation. No party may delegate any performance under this agreement, except with the prior written consent of the other party.
- (c) Enforceability of an Assignment or Delegation. If a purported assignment or purported delegation is made in violation of this section, it is void.
15. 14. 14. 14. 13. 13. 13. 12. COUNTERPARTS; ELECTRONIC SIGNATURES.
- (a) Counterparts. The parties may execute this agreement in any number of counterparts, each of which is an original but all of which constitute one and the same instrument.
- (b) Electronic Signatures. This agreement, agreements ancillary to this agreement, and related documents entered into in connection with this agreement are signed when a party's signature is delivered by facsimile, email, or other electronic medium. These signatures must be treated in all respects as having the same force and effect as original signatures.
16. 15. 15. 15. 14. 14. 14. 13. SEVERABILITY.
If any one or more of the provisions contained in this agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this agreement, but this agreement will be construed as if those invalid, illegal, or unenforceable provisions had never been contained in it, unless the deletion of those provisions would result in such a material change so as to cause completion of the transactions contemplated by this agreement to be unreasonable.
17. 16. 16. 16. 15. 15. 15. 14. NOTICES.
- (a) Writing; Permitted Delivery Methods. Each party giving or making any notice, request, demand, or other communication required or permitted by this agreement shall give that notice in writing and use one of the following types of delivery, each of which is a writing for purposes of this agreement: personal delivery, mail (registered or certified mail, postage prepaid, return-receipt requested), nationally recognized overnight courier (fees prepaid), facsimile, or email.
- (b) Addresses. A party shall address notices under this section to a party at the following addresses:
- If to the Wedding Planner:
- ,
- If to the Couple:
- ,
- ,
- (c) Effectiveness. A notice is effective only if the party giving notice complies with subsections (a) and (b) and if the recipient receives the notice.
18. 17. 17. 17. 16. 16. 16. 15. WAIVER.
No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this agreement will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.
19. 18. 18. 18. 17. 17. 17. 16. ENTIRE AGREEMENT.
This agreement constitutes the final agreement of the parties. It is the complete and exclusive expression of the parties' agreement about the subject matter of this agreement. All prior and contemporaneous communications, negotiations, and agreements between the parties relating to the subject matter of this agreement are expressly merged into and superseded by this agreement. The provisions of this agreement may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. No party was induced to enter this agreement by, and no party is relying on, any statement, representation, warranty, or agreement of the other party except those set forth expressly in this agreement. Except as set forth expressly in this agreement, there are no conditions precedent to this agreement's effectiveness.
20. 19. 19. 19. 18. 18. 18. 17. HEADINGS.
The descriptive headings of the sections and subsections of this agreement are for convenience only, and do not affect this agreement's construction or interpretation.
21. 20. 20. 20. 19. 19. 19. 18. EFFECTIVENESS.
This agreement will become effective when all parties have signed it. The date this agreement is signed by the last party to sign it (as indicated by the date associated with that party's signature) will be deemed the date of this agreement.
22. 21. 21. 21. 20. 20. 20. 19. NECESSARY ACTS; FURTHER ASSURANCES.
Each party shall use all reasonable efforts to take, or cause to be taken, all actions necessary or desirable to consummate and make effective the transactions this agreement contemplates or to evidence or carry out the intent and purposes of this agreement.
[SIGNATURE PAGE FOLLOWS]
Each party is signing this agreement on the date stated opposite that party's signature.
Date:______________________________ By:____________________________________________________________ Name:
Title:Date:______________________________ By:____________________________________________________________ Name: Date:______________________________ By:____________________________________________________________ Name: [PAGE BREAK HERE]
EXHIBIT A
and Wedding Information Sheet CLIENT INFORMATION
DDDDDDDDDDDDDDDDDDDDDDDDDDDDDDDDDDDDD DDDDDDDDDDDDDDDDDDDDDDDDDDDDDDDDDDDDDDDD Bride Name: Bride Email Address: Bride Address: Bride Telephone Number: WEDDING INFORMATION
dddddddddddddddddddddddddddddddddddddddddd ddddddddddddddddddddddddddddddddddd Wedding Date: Estimated Number of Guests: Name and Location of Ceremony: Start Time: [SIGNATURE PAGE FOLLOWS]
Signature: ___________________________________________________________ Date: ___________________________ Signature: ___________________________________________________________ Date: ___________________________ [PAGE BREAK HERE]
EXHIBIT A SPECIFICATION SHEET
1. WEDDING SERVICES.In exchange for the Wedding Fee, as set forth in section 2 below and subject to the specifications of section 4 below, the Wedding Planner shall provide the following Services:
- (a) Wedding Preparation Services.
- (i) provide unlimited up to hours per week month of in-person consultation time and unlimited up to hours per week month of consultations via telephone or email to explain the planning process, answer questions, and advise and guide the Couple with respect to the Wedding decision-making and etiquette;
- (ii) attend up to appointments with vendors and service providers of the Couple's choosing;
- (iii) assist with the Couple's preparation of a budget for the Wedding;
- (iv) at the direction of the Couple, research appropriate wedding vendors and service providers and provide recommendations on those;
- (v) prepare timelines and floor plans for the wedding party, vendors, and service providers; and
- (vi) review all vendor and service provider contracts and contact all vendors and service providers to confirm details at least days before the Wedding ; and .
- (vii) . ; ; and
- (viii) . ; ; and
- (ix) . ; ; and
- (x) . ; ; and
- (xi) . ; ; and
- (xii) . ; ; and
- (xiii) . ; ; and
- (xiv) . ; ; and
- (xv) . ; and
- (xvi) .
- (i) confirm the date, time, and location of the rehearsal with the venue at least days before the rehearsal;
- (ii) confirm ceremony details with the officiant at least days before the rehearsal; and
- (iii) direct the wedding rehearsal ; and . ;
- (iv) . ; and ;
- (v) . ; and ;
- (vi) . ; and ;
- (vii) . ; and ;
- (viii) . ; and ;
- (ix) . ; and ;
- (x) . ; and ;
- (xi) . ; and ;
- (xii) . ; and
- (xiii) .
- (i) arrive at the ceremony location at least hour(s) before the arrival of guests and provide as many hours as may be necessary up to hours of coordination, facilitation, and supervision on the day of the Wedding;
- (ii) supervise the set-up of the ceremony and reception locations and be available by phone and in-person to assist vendors and service providers with any questions or issues;
- (iii) oversee the ushers and seating of guests, signing of the guest book, and collection of gifts;
- (iv) facilitate the ceremony processional and cue the wedding party;
- (v) supply a wedding emergency kit, including items like aspirin, feminine products, safety pins, and a sewing kit;
- (vi) at the direction of the Couple, place favors, place cards, programs, and other items;
- (vii) direct all entertainment, announcements and events during the reception; and
- (viii) ensure payment of any balances and tips to vendors and service providers ; and .
- (ix) . ; and ;
- (x) . ; and ;
- (xi) . ; and ;
- (xii) . ; and ;
- (xiii) . ; and ;
- (xiv) . ; and ;
- (xv) . ; and ;
- (xvi) . ; and ;
- (xvii) . ; and
- (xviii) .
The Wedding Planner is not responsible for any clean-up of the Wedding after its conclusion.
2. COMPENSATION.
- (a) Wedding Planning Fee. As full compensation for the Services, the Couple shall pay the Wedding Planner, in cash , by credit card, or by money order or check made payable to , the total sum of (the "Wedding Planning Fee"). (a) Wedding Planning Fee. As compensation for the Services, the Couple shall pay the Wedding Planner by cash , credit card, or by money order or check made payable to , an hourly rate of (the "Wedding Planning Fee"). The Wedding Planner shall obtain the written approval of the Couple before billing more than hours per month. week.
- (b) Payment Schedule.(b) Deposit. The Couple shall pay a deposit amount of (the "Deposit"), to be applied to the Wedding Planning Fee, on execution of this agreement no later than to reserve the Wedding Planner for the Wedding.
- (i) A deposit of (the "Deposit"), to be applied to the Wedding Planning Fee, will be due and payable on execution of the agreement no later than to reserve the Wedding Planner for the Wedding.
- (ii) The balance of the Wedding Fee will be due and payable in full no later than days prior to the Wedding. installments as follows: due on , and due on . , and due on . , and due on . , and due on . , and due on . , and due on . , and due on .
- (i) Any late payment will result in a charge of , which will be added to the balance due or, if no balance remains, will be invoiced to the Couple. (i) The Wedding Planner shall invoice the Wedding Planning Fee monthly. The Couple shall pay the invoices on receipt.
- (ii) Each bounced check will result in a charge of , which will be added to the balance due or, if no balance remains, will be invoiced to the Couple. (ii) Any late payment will result in a charge of , which will be added to the balance due or, if no balance remains, will be invoiced to the Couple.
- (iii) If a payment is not received by the Wedding Planner within days after it is due, the Couple will be in default of the agreement and the Wedding Planner may stop performance of the Services until payment is received. If payment is still not received within those days, the Wedding Planner will begin collection efforts against the Couple to collect any balance due. (iii) Each bounced check will result in a charge of , which will be added to the balance due or, if no balance remains, will be invoiced to the Couple.
- (iv) If a payment is not received by the Wedding Planner within days after it is due, the Couple will be in default of the agreement and the Wedding Planner may stop performance of the Services until payment is received. If payment is still not received within those days, the Wedding Planner will begin collection efforts against the Couple to collect any balance due.
3. ADDITIONAL SERVICES.
Subject to the availability and agreement of the Wedding Planner, the Couple may supplement the Services by purchasing the following additional services (the Additional Services") from the Wedding Planner at the following rates:
- (a) per hour for additional in-person, email, or telephone consultation time or attendance at additional vendor or service provider appointments.
- (b) per hour for assistance with transportation arrangements for the Wedding or the planning of wedding-related events, such as the rehearsal dinner, postnuptial brunch, or honeymoon.
- (c) per hour for the running of wedding-related errands, including the picking up or delivering of equipment, supplies, attire, and documents.
- (d) per hour for travel time for any trip over miles roundtrip .
- (e) per hour .
- (f) per hour .
- (g) per hour .
- (h) per hour .
- (i) per hour .
- (j) per hour .
- (k) per hour .
- (l) per hour .
- (m) per hour .
- (n) per hour .
Invoices for any Additional Services will be paid by the Couple by the due dates provided on those invoices.
4. 3. SPECIFICATIONS.
The parties agree to the following specifications about the Wedding and the Services to be provided:
- (a) The Wedding Planner will not, in connection with the performance of any of the Services, including consultations with the Couple, attending appointments with vendors or service providers, and directing of the rehearsal, be required to travel more than miles, except in its discretion and following arrangements for the reimbursement of travel costs and expenses.
- (b) The Wedding Planner will wear attire appropriate for a wedding.
- (c) The Wedding Planner will use professional judgment and, to the extent possible, consult with the Couple before taking any action in connection with any weather change, tardiness, or other emergency issues that may arise on the day of the Wedding.
- (d) .
- (e) .
- (f) .
- (g) .
- (h) .
- (i) .
- (j) .
- (k) .
- (l) .
- (m) .
[SIGNATURE PAGE FOLLOWS]
EXHIBIT A
By signing below, the parties agree to comply with all of the requirements contained in this specification sheet.Date:______________________________ By:____________________________________________________________ Name:
Title:Date:______________________________ By:____________________________________________________________ Name: Date:______________________________ By:____________________________________________________________ Name: 