Lightning in a Bottle 2025
THIS Vendor AGREEMENT (further referred to as this “Agreement”) dated {date180} is by and between Do LaB, Inc. (further referred to as “Do LaB”), a California (“Company”), and {legalMarketplace} (further referred to as “Vendor”).
RECITALS
WHEREAS, Do LaB and Vendor desire to enter into this Agreement to set forth the terms and conditions of the "Vendor Services" (defined below) to be rendered by Vendor;
WHEREAS, Do LaB is engaged in the business of creating, producing and planning musical events and related items, services and activities;
WHEREAS, Vendor's knowledge, availability and assistance will help facilitate the business of Do LaB;
NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements of the parties set forth in this Agreement, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:
AGREEMENT
Engagement of Vendor. Do LaB hereby engages Vendor to provide Marketplace Vending Services (the "Marketplace Vending Services") in subjects related to the Company's business and its operations. Vendor agrees to perform the Marketplace Vending Services under the terms of this Agreement. In particular, the Marketplace Vending Services will include working on projects to advance the Business of the Company. Nothing herein shall be deemed to preclude Do LaB from retaining the services of other persons or entities undertaking the same or similar services as those undertaken by Vendor.
Time Commitment. Vendors shall be available to provide the Marketplace Vending Services, on an as needed basis, at times reasonably acceptable to Do LaB. Do LaB acknowledges that such time commitment will begin no later than May 21st, 2025 thru May 26th, 2025.
Reimbursement of Expenses. Vendor shall be responsible for all expenses incurred in connection with this Agreement.
Employment of Third Persons. Vendor shall bear sole responsibility for any third persons performing outside services unless Do LaB expressly authorizes the Vendor to retain the third person in writing. Vendor shall reimburse or indemnify Do LaB, at the Company’s option, for any unauthorized services he/she incurs to the extent the third person asserts claims against Do LaB.
Representations and Warranties. Vendor shall make no representations, warranties, or commitments binding Do LaB without Do LaB's prior consent and Vendor warrants that: Vendor's agreement to perform Marketplace Vending Services pursuant to this Agreement does not violate any applicable law; and
Vendor's agreement to perform Marketplace Vending Services pursuant to this Agreement does not violate any agreement or obligation between Vendor and a third party; and the Marketplace Vending Services as delivered to Do LaB will not infringe any copyright, patent, trade secret, or other proprietary right held by any third party; and The services provided by Vendor shall be performed in a timely, professional manner, and shall be of a high grade, nature, and quality. Vendor shall not engage in any dishonest act or deceptive conduct which would result in any personal financial gain for Vendor.
Confidentiality. Vendor acknowledges and agrees that in the course of the performance of the Marketplace Vending Services, the Vendor may be given access to, or come into possession of, confidential information of Do LaB, which information contains trade secrets, proprietary data or other confidential information. Vendor further agrees that Do LaB is entitled to exclusive protection against use by the Vendor of any and all information relative to the activities of Do LaB, including, but not limited to identity of customers, contracts, technical and production know-how, developments, formulae, devices, inventions, processes, administrative procedures or financial information. Vendor acknowledges and agrees that Vendor will not use, duplicate or divulge to others any such trade secrets, proprietary data, or confidential information of Do LaB except in connection with the performance of services under this Agreement, so long as the secret or confidential nature of such trade secrets, proprietary data, or confidential information of Do LaB is preserved by Do LaB; it being understood that it shall not be deemed a breach of this Agreement if by means other than Vendor's deliberate or inadvertent disclosure, trade secrets, proprietary data, or confidential information of Do LaB become well known or easily accessible to the public or competitors of Do LaB or if Vendor is compelled by judicial or administrative proceedings to disclose trade secrets, proprietary data, or confidential information of Do LaB and Vendor has diligently tried to avoid each disclosure and has afforded Do LaB the opportunity to obtain assurance that compelled disclosure will be kept confidential. The obligations of this Section shall survive the termination of this Agreement.
Do LaB Property. Vendor agrees and covenants that Vendor shall not remove or copy any computer programs, files or information contained in the files, or otherwise pertaining to the business of Do LaB without the express written consent of Do LaB, which in all events shall be considered to be the owner and possessor of all such programs, files, documents, and information. Vendor covenants and agrees that Vendor shall in no way utilize any such information in Vendor's possession for Vendor's own gain or advantage and/or to the detriment of Do LaB. Upon a termination of this Agreement, or at such earlier date as Do LaB may request, Vendor shall deliver forthwith to Do LaB all such programs, files, memoranda, notes, records, reports and other documents (including all copies thereof) which are then in the Vendor's possession or control.
Indemnification. Vendor shall defend, indemnify and hold Do LaB and its successors, officers, directors, agents and employees harmless from and against any and all actions, causes of action, claims, demands, cost, liabilities, expenses and damages (property and the like, including reasonable attorneys' fees) arising out of, or in connection with any breach of this Agreement by Vendor, including, but not limited to, any Marketplace Vending Services performed or neglected to be performed by Vendor, or anyone for whose acts Vendor may be liable.
Notices. Any notice required or permitted hereunder shall be in writing and shall be deemed sufficient when given by hand or by nationally recognized overnight courier or by express registered or certified mail, postage prepaid, return receipt requested, and addressed to Do LaB or Vendor, as applicable, at the address set forth below (or to such other address as may be provided by notice): If to Do LaB, Inc., 310 Gethseman, Nevada City, CA 95959 Attn.: Dede Flemming, dede@theolab.com. If to Vendor, at Vendor's address, or at such other address or addresses as may have been furnished in writing by Vendor to Do LaB from time to time.
Arbitration. All disputes between Vendor (and Vendor's attorneys, successors, and assigns) and Do LaB (and its affiliates, shareholders, directors, officers, employees, agents, successors, attorneys, and assigns) relating in any manner whatsoever to the engagement or service relationship between the parties, including, without limitation, all disputes arising under this Agreement, ("Arbitrable Claims") shall be resolved by arbitration. Arbitrable Claims shall include, but are not limited to, contract (express or implied) and tort Arbitration claims of all kinds, as well as all claims based on any federal, state, or local law, statute, or regulation shall be final and binding upon the parties and shall be the exclusive remedy for all Arbitrable Claims. THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JURY IN REGARD TO ARBITRABLE CLAIMS. Arbitration of Arbitrable Claims shall be in accordance with the Commercial Arbitration Rules of the American Arbitration Association, as amended. The Federal Arbitration Act shall govern the interpretation and enforcement of this Paragraph. The fees of the arbitrator shall be split between both parties equally. The parties agree that this paragraph shall survive the termination of this Agreement.
Miscellaneous.
Integration. This Agreement sets forth the entire agreement between the parties with regard to the subject matter hereof. All agreements, covenants, representations and warranties, express and implied, oral and written, of the parties with regard to the subject matter hereof are contained herein. No other agreements, covenants, representations or warranties, express or implied, oral or written, have been made by either party to the other with respect to the subject matter of this Agreement. All prior and contemporaneous conversations, negotiations, possible and alleged agreements and representations, covenants, and warranties with respect to the subject matter hereof are waived, merged herein and superseded hereby. This is an integrated agreement.
Severability. If a court of competent jurisdiction adjudicates any one or more of the provisions hereof as invalid, illegal or unenforceable in any respect, such provisions shall be ineffective only to the extent and duration of such invalidity, illegality or unenforceability and such invalidity, illegality or unenforceability shall not affect the remaining substance of such provision or any other provision of this Agreement and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had been limited or modified (consistent with its general intent) to the extent necessary so that it shall be valid, legal and enforceable. If it shall not be possible to so limit or modify such invalid, illegal or unenforceable provision had never been contained herein, and the parties will use their best efforts to substitute a valid, legal and enforceable provision which, insofar as practicable, implements the purpose and intent of the provision originally contained herein.
Amendments; Waivers. This Agreement may be amended, modified or supplemented by the mutual consent of the parties in writing, but no oral amendment, modification or supplement shall be effective. No waiver of or failure by either party to enforce a provision, covenant, condition or right under this Agreement (collectively, "Right") shall be construed as a subsequent waiver of the same Right, or a waiver of any other Right. No extension of time for performance of any obligations or acts shall be deemed an extension of time of performance of any other obligations or acts.
Assignment. Do LaB shall have the right to assign or transfer this Agreement in full to any successor of Do LaB provided such successor assumes all of the obligations of Do LaB herein. For purposes of this Agreement, a successor of Do LaB shall mean any surviving company or entity in a merger or consolidation, or any person or entity which acquires substantially all of the assets of Do LaB. This Agreement may not be assigned or transferred by the Vendor.
Governing Law and Venue. This Agreement shall be construed and enforced according to the laws of the State of California applicable to agreements made and to be performed wholly within the State of California. Any legal proceeding or arbitration with respect to this Agreement shall be filed or take place in Los Angeles County, California.
Construction. Both parties have had the opportunity to be represented by counsel of their choice in the negotiation of this Agreement. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply to the interpretation of this Agreement.
Remedies. The various rights, options, elections, powers, and remedies under this Agreement, or granted by law (collectively, "Remedies"), shall be construed as cumulative. No single Remedy is exclusive of any of the other Remedies.
Attorney's Fees. In any legal action, arbitration, or other proceeding brought to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs.
Survival. Except as otherwise expressly provided in this Agreement, all covenants, representations and warranties, express or implied, shall survive the execution of this Agreement.
Signature; Counterparts. This Agreement shall be effective only when signed by both parties, and shall be effective as of the date first set forth above. This Agreement may be executed in two counterparts, each of which shall be deemed an original, but taken together shall constitute one instrument.
Captions. The titles and captions of this Agreement are included only as a matter of convenience. They shall not affect the interpretation of any provision of this Agreement.
Force Majeure Do LaB, Inc. will not be liable to the other party for any failure, delay, or disruption of event, caused by a Force Majeure Event, whether or not such matters were foreseeable, and such failure or delay will not constitute a material breach of this Agreement. “Force Majeure Event” means any cause beyond the reasonable control of a party that could not, by reasonable diligence, be avoided, including but not limited to; acts of God, acts of war, terrorism, riots,embargoes, acts of civil or military authorities, denial of or, delays in processing, or revokes of applications, permits, fire, floods, earthquakes,pandemics, accidents, or strikes. In the event of a force majeure cancelation, all deposits or moneys extended will be returned to the issuing party and all future payments under this agreement will dissolve.
Term of Agreement. This agreement will become effective when signed by both parties and will terminate on the earlier of:
• the date Contractor completes the services required by this Agreement
• May 26th, 2025, or
• the date a party terminates the Agreement as provided below.
Terminating the Agreement. With reasonable cause, either Client or Contractor may terminate this Agreement, effective immediately upon giving written notice.
Reasonable cause include:
• Force Majeure Event, or
• any act exposing the other party to liability to others for personal injury or property damage,
• a material violation of this Agreement,
OR
Either party may terminate this agreement at any time by providing 30 days’ written notice to the other. Please note that all booth rental fees are nonrefundable.
Vendor Acknowledgment. Vendor acknowledges that Vendor has had the opportunity to consult legal counsel in regard to this Agreement, that Vendor has read and understands this Agreement, that Vendor is fully aware of its legal effect, and that Vendor has entered into it freely and voluntarily and based on Vendor's own judgment and not on any representations or promises other than those contained in this Agreement.
IN WITNESS WHEREOF, this Agreement is entered into and effective as of the date and year first above written.