Terms & Conditions
Agreement for Services
I. SERVICE AGREEMENT
This Agreement for Services (hereinafter referred to as “Service Agreement” or “Agreement”) is made effective as of the date BUYER places a Call Request with QSR Productions LLC (hereinafter referred to as “QSR”) and QSR sends a Call Confirmation to the BUYER. BUYER is entering into a contract and it is BY AND BETWEEN: BUYER and its subsidiaries and affiliates (hereinafter referred to as “Client") AND QSR (together referred to as the “Parties”).
I. DESIGNATED CONTACTS
A. Primary Contact: For the purposes of this Agreement, the individual submitting the Call Request on behalf of the Client shall be designated as a primary contact (hereinafter referred to as the 'Primary Contact'). The Primary Contact shall serve as the main point of contact between QSR and Client. The responsibilities of the Primary Contact include but are not limited to:
1. Submitting Call Requests on behalf of Client.
2. Receiving Call Confirmations from QSR
3. Verifying the accuracy of Call Confirmations received by Client.
4. Communicating changes in work requirements to QSR.
5. Approving estimates for services.
6. Approving Rate Sheets and related pricing matters.
B. Billing Contact: For the purposes of this Agreement, unless the Client otherwise designates a Billing Contact, the Primary Contact shall be treated as a Billing Contact. The Billing Contact shall serve as the main point of contact between QSR and Client for all matters related to payments, invoices, and billing inquiries.
II. DEFINITIONS
A. Event: In the context of this Agreement, an "Event" refers to a planned and organized gathering, occasion, or happening for which Client is engaging the Services of QSR. Events include but are not limited to conferences, trade shows, concerts, festivals, weddings, sporting competitions, and corporate meetings.
B. Crew Members: For the purposes of this Agreement, “Crew Members” refer to individuals who are specifically employed by QSR to perform Event-related work. Crew Members are responsible for various tasks related to event setup, production, and teardown, including but not limited to equipment handling, rigging, lighting, sound, and other technical aspects essential for the successful execution of live events. Crew Members are distinguished from clerical staff or other non-technical personnel.
C. Call: In the context of this Agreement, a “Call” is a specific time and place where Crew Members are scheduled to work for Client.
D. Call Request: In the context of this Agreement, a “Call Request” represents a formal request initiated by Client, through email or the electronic submission of QSR’s Call Request Form, to engage the services of Crew Members provided by QSR for a Call or a series of Calls related to an Event. It specifies the required number of Crew Members, their skill sets, and any qualifications necessary for each Call. Additionally, the Call Request outlines the expected duration for each Call, the dress code or uniform requirements for Crew Members, and other pertinent instructions or requirements essential for each Call’s successful execution. While a Call Request outlines Client's needs, it does not guarantee the availability of Crew Members or the provision of services.
E. Call Confirmation: In the context of this Agreement, a “Call Confirmation” refers to the formal acknowledgment provided by QSR to Client, confirming the details of a Call Request. In case of any discrepancies between the details in the Call Confirmation and those in the initial Call Request, the information contained in the Call Confirmation shall supersede and take precedence, establishing the requested services for the Call.
F. QSR Representatives: In the context of this Agreement, “QSR Representatives” collectively refers to all authorized individuals and entities, including but not limited to QSR owners, directors, managers, supervisors, agents, contractors, employees, or any other authorized agents acting on behalf of QSR.
G. Rate Sheet: In the context of this Agreement, the Rate Sheet is a document separate from this Agreement that specifies the roles for which QSR is engaged to provide Crew Members. It includes the corresponding standard rates for each role. These rates are subject to change based on circumstances including, but not limited to, last-minute submission of Call Request, changes or updates to Call Requests, excessive number of Crew Members requested, additional pre-screening requirements, unavailability of Crew Members. Client explicitly consents and agrees to changes contained within new Rate Sheets, and all such Rate Sheets under the terms and duration of this Agreement are incorporated by reference within this Agreement as if fully set forth herein.
H. Tortious Acts: For the purposes of this Agreement, 'tortious acts' refer to wrongful actions or behaviors, including but not limited to negligence, intentional misconduct, defamation, fraud, or any other conduct that may result in harm, injury, or damage to another Party's person or property, giving rise to civil liability under applicable laws.
III. TERMS
A. Effective Date: This Agreement shall take effect when Client submits a Call Request to QSR and QSR returns a Call Confirmation to Client. At such a time QSR agrees to provide services to Client in accordance with the terms outlined by this Agreement. Furthermore, Client acknowledges that these terms are subject to change with proper notice.
B. Scope. This Agreement contemplates Client and QSR executing one or more mutually agreeable Calls in accordance with the details outlined in the Call Confirmation generated by QSR in response to Client’s Call Request. Under this arrangement, QSR provides and assigns one or more of its Crew Members to offer services to Client on an as-needed basis for the duration of the Call as outlined in the Call Confirmation. The terms of this Agreement shall be incorporated into each Call Confirmation. Each Call Confirmation serves the sole purpose of confirming the work site, applicable workplace conditions, the period over which labor will be provided, and any pre-screening criteria for Crew Members. Any other terms referenced in or attached to any Call Request, email, phone call, or other form of communication shall be disregarded unless expressly agreed upon by both Client and QSR in the Call Confirmation with specific notation that such terms override the provisions of this Agreement. Client agrees that: 1. QSR promises in good faith to provide to the best of its ability Crew Members (the “Services”) for Client’s Calls in accordance with the Call Confirmation absent extraordinary circumstances outside of QSR’s control. QSR’s Services are provided with the understanding the Crew Members are under Client’s (or a third-party designee’s of Client) authority, direction, control, and supervision. 2. Client agrees and understands that QSR cannot guarantee services in the event of last-minute changes to a Call or Call Request by Client. Such changes may include, but are not limited to, alterations in location, time, the quantity of Crew Members requested, skill requirements, or additional screening requirements. Client acknowledges that these last-minute changes may result in additional charges, as specified in the Rate Sheet. 3. QSR is neither a guarantor, nor insurer, and will not be liable, except as expressly provided in this Agreement, for any injury, loss or damage to persons or property or from work stoppages that may arise in the performance or non-performance of work by Crew Members, or the conduct of any other person at the job site, 4. the Crew Members are being assigned to Client to supplement Client’s existing capabilities by performing such labor and job duties as Client may determine, direct, and supervise under a Call and QSR is not undertaking to provide Client with a specific solution to a particular problem nor is QSR assuming Client’s responsibilities under any contracts which may, directly or indirectly, relate to, or contemplate, the provision or performance of such labor, and 5. as further clarification, all sales of good(s) (excluding Services) of QSR (including its Crew Members) will be provided on an “As Is, Where Is” basis without warranty of any kind, whether express or implied, as to the quality, merchantability, timeliness or fitness for a particular purpose of job duties it provides. 6. This Agreement does not obligate Client to order staffing labor from QSR, nor does it obligate QSR to accept requests for staffing labor from Client.7. Client further agrees to and understands that QSR will only begin work pursuant to this Agreement once QSR, through a designated agent or representative, sends an official Call Confirmation form to Client or Client’s Primary Contact.
C. Relationship of the Parties. The Parties expressly intend and agree that in connection with QSR assigning Crew Members under a Call Confirmation: 1. QSR is an independent contractor and not an agent of Client, and 2. except as expressly provided in this Agreement: (a) At no time shall QSR and Client be construed to be a co-employer or joint employer. (b) All Crew Members shall at all times be considered to be solely employees of QSR and not employees or agents of Client whether or not Client is responsible for and in control of QSR employees. This agreement shall be non-exclusive as it pertains to services with other providers.
D. Term. This Agreement shall commence on the Effective Date and continue until terminated by either Party with ten calendar (10) days' prior written notice, with or without cause. In the event of termination, Client shall pay QSR any portion of the Fee earned by QSR for Services performed through the date of termination, plus any approved reimbursable expenses incurred that cannot be refunded. Upon termination of this Agreement or the applicable Call Confirmation, the Parties shall have no further obligation under this Agreement or the Call Confirmation, except such termination shall not terminate, affect, or impair any rights, obligations, or liabilities of either Party that may accrue prior to such termination (including fees and indemnification) or which under the terms of this Agreement survive termination.
E. Crew Members. 1. QSR Responsibilities. QSR is solely responsible for: (a) recruiting, screening, hiring, training, assigning, promoting, disciplining, discharging, and where requested by Client, replacing Crew Members; (b) instructing its Crew Members to carry basic hand tools particular to the trade at the work site, and, upon request, ensuring that Team Members wear work boots, hard hats, high visibility vests and safety glasses (“QSR PPE”); (c) paying wages, social security taxes and unemployment insurance, withholding federal and state income taxes; (d) providing employee benefits to Crew Members; and (e) handling any applicable workers’ compensation claims, unemployment compensation claims, and FMLA leave requests of the Crew Members. 2. Client Responsibilities. Client shall be solely responsible for:(a) supervising the Crew Members and be responsible for their work while assigned with Client, including the manner, means and methods of work to be performed; (b) providing site-specific instructions and training to Crew Members, ensure Crew Members familiarity with unique job site requirements and conditions; (c) specifying any PPE requirements in the Call Request and confirm them in the Call Confirmation, supply all other tools, materials, and equipment not listed under QSR Responsibilities to Crew Members, at Client’s cost; (d) not changing a Crew Member’s job duties or job site location as specified in the Call Confirmation without QSR ’s prior written approval; (e) supervising, controlling, and safeguarding Client’s premises, job sites and projects, processes, and systems; (f) not permitting any Crew Member to operate any vehicle or mobile equipment (off a job site) without the prior written consent of QSR or within the role for such Crew Member as listed in the applicable Call Confirmation; (g) ensuring that Crew Members are provided any meal and rest breaks required by applicable law; (h) approving and signing Crew Members' timesheets upon the completion of a Call (failure or refusal to sign a timesheet by the Client shall be considered equivalent to signing the timesheet); (i) not instructing Crew Members to perform any act or omission that violates QSR policies or procedures. Such policies are available through QSR’s website and are incorporated by reference as if fully set forth within this Agreement https://www.qsrproductionsllc.com/team-member-forms; and (j) promptly notifying QSR of any local regulations, permits, or compliance requirements applicable to a specific Call, ensuring that all necessary permits and compliance measures are met for each location. (k) Indemnifying and holding QSR and QSR Representatives harmless from all liability, including alleged tortious acts, contract breaches, or violations of statutes and regulations, whether intentional or negligent, within the scope of employment or service. 3. Common Law Employer. As the common law employer of the Crew Members, QSR has the right to physically inspect the work site and work processes to assess any potential work site hazards to Crew Members; to conduct post-accident/incident investigations and drug testing; to audit Client’s safety and training records; to review and address Crew Members work performance issues; and to enforce QSR ’s employment policies relating to Crew Members’ conduct at the work site. 4. Vehicles or Mobile Equipment. If Client requires, directs, authorizes, or permits any Crew Member to operate a vehicle or mobile equipment of any kind for Client, then such individual will be deemed the employee of Client for purposes of insurance. Client accepts full responsibility for claims (except for worker’s compensation claims of Crew Members), including defense thereof, involving injury, property damage, theft, fire, collision, cargo damage or public liability arising from the operation of any vehicle or mobile equipment by any Crew Member who is required, directed, authorized, or permitted to operate the vehicle of any kind for Client. 5. Designation. Client shall have sole discretion to establish the minimum qualifications necessary for the performance of any job duties to be rendered pursuant to a Call Confirmation. However, no authority has been conferred upon QSR by Client to hire any person or persons on behalf of Client. QSR shall have the sole discretion to determine which of its employees will be designated to become Crew Members. 6. Immigration. QSR shall not assign an employee with Client under a Call Confirmation unless the Crew Member is lawfully able to work and/or reside in the United States in compliance with federal and state law immigration requirements applicable to the respective Call Confirmation. 7. Guarantee. QSR represents and warrants that each Crew Member under a Call Confirmation shall be of the quality and have the knowledge required by the applicable job scope under the respective Call Confirmation. Client, in its sole discretion, may terminate a work assignment at any time for any lawful reason. If Client is not satisfied with the Crew Member, Client may, as its exclusive remedy, request QSR to remove the Crew Member so long as such action is not discriminatory under applicable law, and if the notification occurs within the first four (4) hours of the first day of the assignment, Client will not be charged for the Crew Member. However, if Client retains a Crew Member for more than four (4) hours worked, Client is responsible for the entire invoice for the hours worked by such Crew Member. 8. Non-Hire. During the term of this Agreement and for three (3) years thereafter, (a) Client shall not, directly or indirectly, solicit and/or employ any QSR employee for separate employment or as an independent contractor without QSR ’s express, written, permission. (b) If such employment occurs with QSR ’s approval, it shall be subject to a written employee transfer agreement, with fees of up to $25,000.00 payable by Client to QSR at the time of transfer at which point QSR agrees to fully release the employee from QSR. (c) If such employment occurs without QSR’s approval, Client agrees to pay fees of up to $25,000.00 payable to QSR within thirty (30) days of receiving notice by QSR that fee is due for such hire. (d) Good-Faith Violation of Non-Hire. The Non-Hire provision of this Agreement shall not apply if Client violates such provision in good faith after a thorough attempt to ascertain such employee’s previous employment with QSR, including, but not limited to, reviewing employee’s resume, employee interview, background check, or other manner to discover previous employment, AND if Client notifies QSR of such violation within seven (7) days of discovering employee’s previous employment with QSR after Client has hired employee. 9. Labor Matters. Client represents and warrants to QSR that it is not, and will not be, bound by any collective bargaining agreement or a duty to bargain collectively. Client shall immediately notify QSR if Client receives a request for union recognition, a petition to the NLRB for a union election and if any flow-down provisions of a prime contract for an applicable Call Confirmation require QSR to accept or recognize any collective bargaining agreement as a condition to provide Services under the Call Confirmation. Client agrees that it has not, or will not obligate QSR to recognize any labor union as a condition of supplying labor and/or Services under this Agreement. Client shall be liable to QSR for any wages, benefits, attorney fees, penalties, late fees, etc. imposed on QSR as a result of Client’s failure to satisfy Client’s obligations contained in this Section E9. Client shall promptly pay such amounts upon demand by QSR . Additionally, Client hereby expressly indemnifies QSR from any third-party claims related to Client’s breach of this Section E9. The provisions of this Section shall survive the expiration or earlier termination of this Agreement. 10. Safety. Client agrees to provide Crew Members with (a) a safe work environment that complies with all applicable Federal OSHA and/or equivalent state agency standards and shall indemnify and hold harmless QSR Indemnitees with respect to any breach of this provision (b) any site-specific safety training and/or site- specific personal protective equipment or any other safety equipment required for their work assignment on the job site, exclusive of QSR PPE. Client shall inspect, maintain, and replace any site-specific equipment Client provides to Crew Members, as needed. (c) Client agrees i. to notify QSR of any safety issues involving Crew Members, as soon as it learns of them; ii. to promptly notify QSR of any accident or medical treatment of any Crew Member; and iii. to promptly provide QSR a completed incident report of the accident/medical treatment, with QSR having the right to conduct an onsite investigation with Client’s cooperation. (d) Client shall be responsible for all OSHA and similar recordkeeping responsibilities required by law in the performance and execution of the terms of this Agreement and each Call Confirmation. If Client or the Event has not timely installed and made available a certified OSHA compliant fall arrest system (“FAS”) at the sole expense of Client or the Event prior to QSR Crew Member(s) providing any rigging, then Client shall pay QSR all reasonable and necessary additional cost(s) to provide the necessary qualified Crew Member(s) (such as a ”rope access technician.”) Client shall inspect the FAS as required by OSHA (as applicable) and supply QSR with a copy of the most recent fall protection system inspection reports, if requested by QSR.
F. Compensation. Client shall pay QSR a staffing fee (the “Fee”) based on the daily time sheet and in accordance with the hourly rates and conditions as set forth in the Rate Sheet. Billable time is subject to the conditions as set forth on the Rate Sheet and varies by market. 1. Unless otherwise agreed upon, QSR shall not be liable for providing any labor or job duties until up to 100% of the estimated cost of such services is received as a deposit. Such amount will be communicated to Client by QSR in writing. Such amount will be communicated to Client by QSR in writing and is due upon receipt of QSR sending such communication. Client acknowledges that all estimates are based on QSR and Client’s best understanding of Client’s anticipated schedule and labor needs but are only an estimate; no guarantee is made or implied as to the accuracy of these estimates. Client agrees that any additional services or schedule changes not detailed in the estimate will require additional payment according to the terms outlined in the Rate Sheet including exceptional circumstances as defined therein. Certain exceptional charges may not be included in the Rate Sheet and shall be communicated by QSR to the Client upon receipt of a Call Request that would incur such an exceptional charge.Unless otherwise agreed upon, QSR shall not be liable for providing any labor or job duties until the full amount of Client’s estimate(s) is received as a deposit. Client acknowledges that all estimates are based on QSR and Client’s best understanding of Client’s anticipated schedule and labor needs but are only an estimate; no guarantee is made or implied as to the accuracy of these estimates. Client agrees that any additional services or schedule changes not detailed in the estimate will require additional payment according to the terms outlined in the Rate Sheet including exceptional circumstances as defined therein. Certain exceptional charges may not be included in the Rate Sheet and shall be communicated by QSR to the Client upon receipt of a Call Request that would incur such an exceptional charge. 2.Services comprised of time and material will be provided in accordance with the Rate Sheet provided to Client by QSR, including applicable overtime and travel expenses in effect as of the date such labor is provided, unless otherwise confirmed by QSR ’s written quotation or Call Confirmation. 3. QSR shall be compensated for any Services rendered beyond those set forth in Rate Sheet as the Parties mutually agree in advance, in writing. 4. Client will pay or reimburse QSR for all sales, use, excise, or similar taxes. 5. Upon the conclusion of a Call or Event, QSR shall provide Client an Invoice which includes the employee’s name, number of hours worked, capacity in which the employee worked, and the applicable billing rate. 6. Client shall pay all non-disputed Fees appearing on QSR ’s Invoice within ten (10) calendar days after presentation by QSR. In the event that Client desires to withhold approval of any Invoice, Client shall notify QSR, in writing, within two (2) business days and state its reasons for doing so. QSR shall have the right to cure such issues within five (5) business days.7. Final billing will be based on actual hours worked for each Crew Member as represented on the timesheet for each Call. Any amounts due on the final invoice which exceeds that amount stated in the estimate(s) shall be due and payable within ten (10) days of receipt of the final invoice. Any unused portion of the deposit paid will be returned to Client by QSR. 8. Late payments will be subject to a 10% late fee and a 10% interest APR or the maximum allowed by law, whichever is higher. Returned Payments shall be subject to a 15% administrative fee or the maximum allowed by law, whichever is higher. 9. Prices and other information shown in any QSR publication (including, contracts, product catalogs, brochures, and web sites) are subject to change without notice and confirmation by specific quotation. Such publications are not offers to sell or bind in any agreement or contract and are maintained only as a source of general information. 10. QSR shall provide Client with written notice of any changes in pricing or significant updates to the Rate Sheet. The updated Rate Sheet shall go into effect 30 days from the receipt of such notice. New Rate Sheets shall conform to all terms of this Agreement unless specifically indicated in writing on the new Rate Sheet, and Client hereby agrees to such changes.
G. Insurance. Without in any way limiting or altering the indemnification requirements under or pursuant to this Agreement, each Party hereto shall, at its sole expense, procure and at all times maintain during the term of this Agreement all of the following insurance: 1. Commercial general liability insurance with a limit (from either primary or excess limits) of not less than $1,000,000 per each occurrence and $2,000,000 in the aggregate, 2. to the extent applicable, workers’ compensation insurance with statutory benefits as required by any state or federal law, and 3. to the extent applicable as it would pertain to the Agreement, business auto liability insurance with a limit of not less than $1,000,000 per each occurrence/accident. As reasonably requested by either Party, such Party shall deliver to requesting Party certificates of insurance confirming the existence of the insurance required by this Agreement and which shall list said Party and each of their respective parent companies, subsidiaries, affiliates, officers, directors, representatives, employees, subcontractors, and any other Party reasonably designated by said Party as additional insureds thereunder. Nothing contained herein shall be construed as limiting in any way the extent to which either Party hereto may be held responsible for payment of damages or other sums to persons or property resulting from such Party’s performance or failure to perform under this Agreement or resulting from any other acts or failure to act on the part of such Party.
H. Mutual Indemnification. Each Party agrees to indemnify and hold the other Party, its parents, partners, affiliates, subsidiaries, successors or assigns and each of their respective officers, directors, agents, employees, assignees, representatives and contractors harmless from and against any and all claims, settlements, judgments, liabilities, damages, losses, suits and expenses of any nature whatsoever, including reasonable attorneys’ fees (and fees incurred in enforcing this provision), arising out of, based upon or in connection with any violation by either Party of its obligations under this Agreement, whether to the other Party or to any third Party. In the event of a claim for indemnification, the Party seeking indemnification will give the indemnifying Party 1. prompt written notice of the claim, 2. sole control of the defense and all related settlement negotiations, and 3. reasonable assistance as requested by the indemnifying Party. In the event of concurrent and/or contributory negligence (if applicable), each applicable Party shall be responsible for indemnity in relation to their respective negligence. Client further agrees to indemnify and hold harmless and forever release and discharge QSR and QSR Representatives from all liability arising from or connected to alleged or real tortious acts or omissions, intentional or negligent, a breach of this contract between Client and QSR, and/or violations of federal, state, and/or municipal statutes or regulations committed by QSR and QSR Representatives within the scope of employment or service.
J. No Special Damages. Except with regard to indemnification obligations, neither party to this Agreement shall be liable for any indirect, punitive, special, incidental, or consequential damages in connection with or arising out of this Agreement (including, without limitation, loss of business, revenue, profits, goodwill, or other economic advantage), however they arise, whether in breach of contract, breach of warranty, or in tort, including negligence, and even if that party has previously been advised of the possibility of such damages, and whether or not such damages are foreseeable.
K. Right to Control. In any instance where a claim for indemnity is, or could be, asserted by a Party (in such instance, the “Indemnified Party”), the other Party (in such instance, the “Indemnifying Party”) shall have a right, at its expense, to elect to control the defense of such claim with counsel of its own choice and settle such claim.
L. Compliance with Laws. Each Party shall comply with all applicable laws, rules, regulations, and orders in performing its obligations under this Agreement and each Call, including, but not limited to, environmental, health and safety, immigration and equal employment opportunity.
M. Confidentiality. Each Party may acquire material, data, strategies, systems, or other information relating to the Services, Event, Agreement, or the other Party, or its parent, affiliated, or related companies, which may not be accessible or known to the general public. Any such knowledge shall be kept confidential and shall not be used, published, or divulged by the other Party to any other person, firm or corporation, or in any advertising or promotion regarding the respective Party or its Services, or in any other manner without first obtaining written permission from the other Party, which the other Party may withhold in its sole discretion. The provisions of this Section shall survive the expiration or earlier termination of this Agreement.
N. Intellectual Property. QSR agrees that 1. nothing in this Agreement is intended to convey any ownership or other rights in the trademarks, service marks, copyrights or other intellectual property rights to the Event or Client, artist(s) or their respective affiliates (sometimes collectively and individually referred to herein as the “Trademarks”), 2. ownership of all such Trademarks shall remain the property of Client or the artist(s), as the case may be, and 3. QSR will not use any Trademarks under any circumstances without the prior written consent of Client, which consent Client may withhold in its sole and absolute discretion.
O. Non-Assignment. QSR may not assign the Agreement, without the prior written consent of Client, which shall not be unreasonably withheld. Likewise, Client may not assign the Agreement, (except to a related entity of Client) without the prior written consent of QSR , which shall not be unreasonably withheld.
P. Equal Opportunity Employer. Each Party is an equal opportunity employer wherein QSR agrees to hire and assign employees to Client, and Client agrees to accept and direct Crew Members, regardless of race, sex, color, religion, creed, ancestry, national origin, disability, age, marital status, veteran status, or any other protected class status pursuant to applicable law. In this regard, the Parties agree that, only to the extent applicable to each such Party, they will abide by the requirements relating to the notice of employee rights under applicable labor laws.
Q. Force Majeure Event. The failure of any Party to comply with its obligations hereunder shall be excused to the extent such Party’s performance has been rendered impossible as a result of illness or death of an artist or other artist unavailability, an act of God, strike, labor dispute, war, fire, earthquake, act of public enemies, acts of terrorism, epidemic, pandemic, action of federal, state or local governmental authorities or for any other reason beyond the reasonable control of the Party claiming protection by reason of such force majeure event (“Force Majeure Event”). In the event an Event or any portion thereof is canceled by reason of a Force Majeure Event, Client may terminate this Agreement immediately as to that Event or such portion thereof and shall have no further obligations to QSR hereunder as it relates to that Event or such portion thereof, however, Client shall be required to pay to QSR any compensation earned by QSR for any Services satisfactorily performed by QSR as of the date of such termination. Notwithstanding anything else contained herein, a Force Majeure Event shall include public health conditions and/or government restrictions or recommendations, including those related to the COVID-19 pandemic, that restrict public gatherings, reduce the capacity of the Event, adversely impact admission procedures to the Venue/Event, or adversely impact Venue/Event operations.
R. Illnesses. Each of the Parties to this Agreement recognizes and acknowledges the known and potential risks of illnesses and understands that 1. such risks cannot be fully eliminated and are increased by proximity to other people, 2. there is an inherent and elevated risk of exposure to illnesses in any public place or place where people are present, and 3. there is no guarantee, express or implied, that each Party’s employees, representatives and agents will not be exposed to illnesses.
S. Notices. Except as otherwise expressly provided in this Agreement, any and all notices or other communication required or permitted under or pursuant to this Agreement shall be in writing and shall be delivered either by personal delivery or by certified or registered mail, return receipt requested, postage prepaid, or by Email to: Greg@productionsllc.com. Notice given as provided herein shall be deemed to have been given on the date it was received as evidenced by signature, or date of first refusal, if that be the case. Either Party may change the address at which it receives notices by notifying the other Party of such change in the manner provided herein.
T. Authority. Each Party represents to the other that this Agreement has been duly executed and delivered by the Party, and, assuming the due authorization, execution and delivery by the other Party, constitutes the legal, valid and binding obligation of the Party, enforceable against the Party in accordance with its terms.
U. Miscellaneous. All terms and provisions of this Agreement that should by their nature survive the termination of this Agreement shall so survive. This Agreement and Call Confirmations constitute the entire agreement between the Parties relating to the Service hereunder, and supersede all prior agreements, proposals, or correspondence, whether oral or written, relating to the Services. A Party’s failure to insist on performance of any of the terms or conditions herein, or to exercise any right or privilege, or a Party’s waiver of any breach hereunder, will not thereafter waive any other terms, conditions, or privileges, whether of the same or similar type. This Agreement will be governed and construed by the laws of the State of Oklahoma regardless where the Call is located, without regard to any conflict of law principles contained therein. This Agreement benefits and will be binding upon QSR , Client and their respective successors, heirs and permitted assigns. This Agreement may be executed in two or more counterparts, all of which will constitute one and the same agreement. The execution of this Agreement is made by the ordering and acceptance of labor by QSR and Client and shall constitute as an enforceable original document.