1. In connection with the Event, Anchor AV Systems (hereinafter refer to as AAVS) agrees to provide at the Event Location, and in accordance with Event Start and End Times, all of the necessary audio/visual equipment and personnel marked on Invoice, which is incorperated herin for all purposes. Client will provide any media directly to AAVS for use at the Event, then such media must be delivered to AAVS at 3 hours prior to the Event Start Time, or AAVS will not be required to use or incorperate such media into its production services. Client will be resposible for all costs associated with unusual media not already in AAVS inventory.

 2. As consideration for the services provided, Client agrees to pay to AAVS the total sum of Invoice, which is due and payable as follows:

(a) If deposit is required by AAVS, then minimum of 20% shall be paid upon the execution of this Agreement as a non­refundable deposit; and

(b) At the completion of services provided, the balance due of the Invoice shall be paid. Notwithstanding the foregoing, AAVS shall be entitled to cancel this Agreement and retain the non­refundable deposit as liquidated damages if the balance set forth herein is not paid at the completion of services.

(c) All amounts due hereunder shall be made in cash, credit, or by personal or company check.

3. AAVS will be providing qualified personnel to operate all equipment provided for in this Agreement.

If AAVS is providing personnel, Client agrees that no other person, including, but not limited to, Client, Client’s employees, agents or invitees shall operate the equipment without the express, prior written consent of AAVS.

If AAVS is NOT providing personnel, Client agrees to take full responsibility for (i) the full cost and expense of providing any such personnel, (ii) any damage whatsoever to the equipment provided, and (iii) any and all actions of the actual operator(s) of the equipment. In any event, AAVS warrants that the equipment provided will be in good working order at the time of delivery.

Notwithstanding the foregoing, Client is always responsible for any and all damage to AAVS equipment caused by Client, Client’s employees, agents or invitees.

4. Client’s Contact Person set forth above shall be solely responsible for making decisions necessary to complete any and all aspects of this Agreement. The Contact Person shall be on­site and fully available from the beginning of the Set Up through the Event End Time. This person shall have full authority to make any and all final decisions without the need to consult others, and AAVS shall be entitled to rely on any such decision made by the Contact Person. If Client has any issues with regard to any aspect of this Agreement, Client’s Contact Person shall only discuss such issues with AAVS’s on­site Crew Chief for resolution.

5. AAVS will coordinate with the Event Location prior to the execution of this Agreement to determine whether AAVS’s electrical requirements are adequate and acceptable, and is entitled to rely on representations from the Event Location that such electrical requirements are adequate and acceptable. After the execution of this Agreement, however, AAVS is not responsible for any problems associated with its electrical requirements, including, but not limited to, misrepresentations from the Event Location, or malfunctions or inadequacies at the time of Set­Up or thereater. If Client is unwilling or unable to provide electrical power and circuitry to AAVS’s specifications, or will not permit AAVS to make proper modifications at Client’s expense, then AAVS shall have the right to terminate this Agreement, in which event, the non­refundable deposit shall be retained by AAVS as liquidated damages.

6. AAVS is not responsible for the tardiness of any third­party vendor Client intends to use at the Event. If a third­ party vendor has not brought its third­party media at least 3 hours prior to the Event Start Time, AAVS will not be required to use or incorporate such media into its production services.

7. If the Event occurs during a traditional mealtime, Client agrees to either (1) provide a free meal to each of AAVS’s employees working the Event, if one is being served by or on behalf of Client, or (2) permit each of AAVS’s employees to leave the Event Location at intervals, provided, however, that in any case, AAVS’s production services are not materially disrupted.

8. EXCEPT TO THE EXTENT ARISING FROM THE INTENTIONAL OR GROSSLY NEGLIGENT ACTS OF AAVS, THEIR PRINCIPALS, AGENTS, EMPLOYEES OR CONTRACTORS, AS THE CASE MAY BE, CLIENT SHALL DEFEND, INDEMNIFY AND HOLD AAVS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, LIABILITIES, DAMAGES, JUDGMENTS, ORDERS, DECREES, ACTIONS, PROCEEDINGS, FINES, PENALTIES, COSTS AND EXPENSES WHATSOEVER ARISING FROM OR RELATING TO ANY DAMAGE OR INJURY TO PERSONS, PROPERTY OR BUSINESS OCCURRING IN OR AT THE EVENT, ANY VIOLATION OF LAW BY AAVS, OR ANY OTHER NEGLIGENT ACT OR OMISSION, WHETHER DIRECTLY OR INDIRECTLY CAUSED BY AAVS, THEIR PRINCIPALS, AGENTS, EMPLOYEES OR CONTRACTORS.

9. This Agreement is for services rendered “rain or shine”. Neither AAVS nor Client have the right to interrupt the performance of any duties hereunder in the event of inclement weather, unless there is a material risk to life or limb, in which event (i) either party may terminate this Agreement by giving the other party notice, and (ii) any deposit paid to date shall be refunded. Any other termination by Client, however, shall not affect the compensation arrangements set forth in this Agreement.

10. In addition to the consideration set forth herein, Client shall pay for all reasonable costs incurred by AAVS to protect its equipment in the event there is inclement weather conditions at the Set­Up Start Time or anytime thereafter.

11. AAVS shall not be required to amend or modify this Agreement in any way whatsoever. If, however, Client desires to changes the terms and conditions of this Agreement, Client shall propose the same to AAVS, and, after determining the cost of such change, the parties shall set forth the change and associated costs thereof on the attached Rider.

12. Should any portion of this Agreement prove to be invalid, illegal or unenforceable, it shall not affect the balance of this Agreement. This Agreement is guided by and governed exclusively by the laws of the State of Texas and the parties agree that venue for any dispute hereunder shall exclusively be had in Fort Bend County, Texas.

13. Should any litigation arise between the parties hereto regarding the performance of any obligation contained in this Agreement, the prevailing party shall be compensated for whatever damages are awarded, PROVIDED, HOWEVER, that neither party shall be entitled to attorney’s fees of any kind or nature, and NONE shall be a part of any damage award.

14. The parties agree that no portion of this Agreement shall be disclosed to any third party without the express, prior written consent of the other party.

15. Client agrees that it will only look to assets of AAVS, LLC, a Texas limited liability company, for indemnification under this Agreement. Accordingly, if there is a dispute between the parties, no principal of AAVS shall be personally liable to Client for any damage as a result of a breach of this Agreement.

16. CLIENT KNOWINGLY AND WITH FULL KNOWLEDGE OF ITS CONSEQUENCES WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT IT OR AAVS IN CONNECTION WITH ALL MATTERS ARISING OUT OF THIS AGREEMENT.

17. TIME IS OF THE ESSENCE UNDER THIS AGREEMENT.

18. This Agreement is the complete understanding between the parties and supersedes and replaces all previous agreements or representations both written and oral.

THE UNDERSIGNED PARTIES have read and understand the terms and conditions of this Agreement and do hereby consent to the foregoing as their free act and will.