A. Default. Failure of either party to perform an obligation under this Agreement, including failure of Exhibitor to pay Organizer any sum when due hereunder, shall constitute a default.
B. Organizer Remedies. In the event of a default by Exhibitor for failure to pay a sum due hereunder or other default under this Agreement, Organizer in its sole and absolute discretion shall have the right, cumulatively in whole or in part, to terminate this Agreement and to suspend or cease providing services or to requote an increased fee for services; to sue Exhibitor for legal or equitable relief and to pursue any other remedy available under applicable law.
C. Exhibitor Remedies. In the event of a default by Organizer, the parties agree that the Exhibitor’s damages shall be limited to the fees paid to Organizer pursuant to this Agreement. Organizer shall not be deemed liable for any losses resulting from advice provided or work done by Organizer or the Indemnitees, or for lost profits therefrom, or any other incidental or consequential damages, whether or not Exhibitor has been advised of the possibility of such damages.
D. Attorneys’ Fees and Costs. In addition to the remedies provided elsewhere herein, in the event of a default by Exhibitor, or a claim by Exhibitor of a default by Organizer in which Exhibitor does not prevail, the Organizer shall recover from Exhibitor its costs of collection and litigation, including reasonable attorneys’ fees.
E. Indemnification. Exhibitor shall indemnify and hold harmless Organizer, its members, managers, officers, employees, and agents (the “Indemnitees”) from and against any cost, damage, claim, liability or expense occasioned by any negligent or wrongful act of Exhibitor or any of Exhibitor’s officers, directors, employees, invitees, or agents, and Exhibitor shall defend and protect the Indemnitees from and against the same at Exhibitor’s own cost and expense. This indemnification shall survive the expiration or earlier termination of this Agreement.
F. Entire Agreement. This Agreement, including any and all exhibits hereto, reflects the entire agreement between the parties respecting the subject matter hereof and supersedes any and all prior agreements, understandings or commitments, written or oral between the parties hereto. This Agreement may only be modified or amended by a subsequent written agreement signed by both parties hereto. No changes, alterations, additions or deletions to the printed contents of this Agreement shall be effective without the signature or initials of each party to the Agreement at the location of each change, alteration, addition, or deletion.
G. Assignment. Exhibitor may not transfer or assign its rights under this Agreement without Organizer’s prior written consent.
H. Independent Contractors. The relationship between Organizer and Exhibitor is that of independent contractors and not agents or employees. Under no circumstances shall this Agreement be considered a contract of partnership or joint venture. Neither party shall be liable for any of the debts, accounts, obligations or other liabilities of the other party, its agents or employees, and neither party shall have any authority to obligate or bind the other party in any manner except as may be expressly provided herein.
I. Force Majeure. If any event occurs whereby Organizer’s performance hereunder is materially hampered, as a result (wholly or in part) of any cause not entirely within Organizer’s control and which it could not by reasonable diligence have avoided, such as a fire or other Act of God, riot, labor strike, work stoppage, refusal to work, lockout, slow-down, picketing, boycott, or any other concerted activities, whether engaged in by employees or nonemployees of Organizer, Covid-19 or other infectious disease outbreak, national or local emergency, calamity or other cause not entirely within Organizer’s control (each a “Force Majeure”), Organizer’s performance under this Agreement shall be suspended for the period of the Force Majeure, and Organizer shall return to Exhibitor any advance payment made by Exhibitor for the affected period without any further liability or obligation on the part of Organizer which arises out of such suspension.
K. No Waiver. No waiver shall be effective unless in writing and executed by the party to be charged with such waiver. No waiver shall be deemed a continuing waiver in respect of any subsequent breach or default, whether similar or dissimilar in nature, unless expressly so stated in writing.
L. Severability. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.
M. Ambiguities. Each party and its counsel have participated fully in the review and revision of this Agreement. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in interpreting this Agreement. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party.
N. Headings. Any headings preceding the text of the several sections, paragraphs or subparagraphs hereof are inserted solely for convenience of reference and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect.
O. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original but together shall constitute one and the same instrument.