THIS AGREEMENT made as on _________________ , between Durag Festival ® (registered trademark and assumed business name of The Ghood Kind LLC) a single-member, limited liability company under the laws of the Province of North Carolina, and having its principal place of business at 8511 Davis Lake Parkway, Suite C6-170, Charlotte, NC 28269 (the "Organization");
________________________________________, having their principal place of residence at _____________________________________________________________________________ (the "Vendor") (each a “Party” and together the “Parties”).).
Durag Festival ® is the owner and organizer of Durag Fest, an event themed around black culture and the headpiece known as the Durag. The Event will take place at Camp North End, 1824 Statesville Avenue, Charlotte, NC 28206 on Saturday, June 19, 2021 from 12:00 p.m. to 6:00 p.m. The Organization desires to contract non-exclusively with Vendor to sell products and goods at the event in accordance with the terms and conditions detailed in this Agreement.
IN CONSIDERATION of the promises and other good and valuable consideration (the sufficiency and receipt of which are hereby acknowledged) the parties agree as follows:
Responsibilities, Term and Commitments
1. **Vendor Responsibilities**. As a participant at the Event, Vendor shall comply with and perform as follows:
1. Timeliness. Vendor shall arrive at the Event in sufficient time, set up in the space so assigned, be fully set up and ready to sell their products and/or goods by the start of the Event at 4:00p.m. Organization.
2. **Accepted Methods of Payment**. Vendor shall be equipped to accept cash, credit card, and touchless payment methods for purchases.
3. **Promotional Material**. Vendor shall provide logos/pictures for the Event promotions as soon as possible via email to firstname.lastname@example.org.
4. **Right to Sell**. Vendor shall have the right to advertise as set forth on the application. Said sales are to occur only within the area designated by the Organization for the Vendor. The Organization has a zero-tolerance policy for the sale or display of product or advertising that displays and/or promotes any of the following: gang colors/symbols, drugs, drug paraphernalia, and illegal activities. Any Vendor found to be in violation of these policies is subject to expulsion from the event without any refund. Enforcement of this is at the sole discretion of Organization management.
5. **Beverages**. Vendor shall not sell, distribute, or in any way disseminate alcoholic beverages, unless otherwise agreed upon in writing.
6. **Products**. Absolutely no “Durag Fest” merchandise may be sold at the event unless otherwise agreed upon in writing. Vendor shall not sell any item not identified on the application without prior written approval of the Organization.
7. **Hours of Operation**. Vendor must be fully staffed and open, and must remain fully staffed and open during the duration of the Event regardless of weather conditions. Closing early or opening late for any reason, may preclude Vendor from participating in future events. Vendor understands that the event will be held rain or shine, and no refunds shall be given.
8. **Space**. Vendor understands that the Organization, at its sole discretion, will provide a 4’ x 6’ vendor space assigned upon arrival on the day of the Event.
9. **Rental Equipment**. The Organization does not provide any equipment to the Vendor including but not limited to chairs, tents, cords, etc. Vendor is required to provide their own equipment.
10. **Weather Security**. Vendor shall be responsible to adequately anchor all equipment to withstand the elements of weather. Vendor is responsible to bring their own anchoring devices (weights and/or water barrels).
11. **Set-up**. All Vendors are required to be setup by 4:00p.m. Vendors will be allowed to arrive two (2) hours prior for setup.
12. **Load Out**. All Vendor materials and garbage must be removed from event site prior to the Vendor leaving the Event premises.
13. **Signage**. All Vendor signs and banners must be contained within the assigned booth space. Each Vendor is responsible for supplying their own signage for their booth.
14. **Conduct**. Vendor may not consume alcoholic beverages within any assigned booth space. Vendors must be suitably attired at all times. Behavior unsuitable for the Organization, or which constitutes a public nuisance, will not be permitted. VENDORS SHALL NOT PLAY ANY AMPLIFIED MUSIC FROM WITHIN THEIR BOOTH SPACE DURING THE EVENT.
15. **Storage**. All Vendor property shall be kept within the assigned booth space. Storage of supplies, equipment or inventory outside the booth space will not be allowed.
16. **Electrical Service**. Vendor agrees to purchase electrical service, if necessary, from the Organization. There will be no electricity, generators, trailers, vans or other such mechanical devices allowed unless approved by the Organization and designated in writing as part of this agreement. It is the Vendor’s responsibility to supply all cables and extension cords which must be UL approved. Vendor must notify the Organization fourteen (14) business days prior to the Event on the intent to purchase electrical service.
17. **Canvassing**. Vendor may conduct business only from inside their booth space. Canvassing from outside of the booth space is not permissible and Vendor shall be liable for immediate closure and removal from the event with loss of all submitted monies.
18. **Site Inspection**. Vendor is responsible for leaving designated space as found. Failure to do so will result in, at the sole discretion of the Organization, charges to repair or correct any damage or alteration. Vendor is responsible for returning the booth space site to its original physical condition prior to the Vendor leaving the Event premises.
19. **Security**. Vendor is responsible for the safety and security of their own property and equipment at all times. There will be limited security assigned to the entire event site. No security personnel will be assigned specifically to any particular vending area. The Organization shall not be held responsible for loss, theft, or damage to any property left on the event grounds at any time.
20. **Event Displays**. The Organization reserves the right to locate, or relocate any exhibit or display where it is in the best interest of the Organization. The Organization reserves the right to cancel any exhibit or display that is not in the best interest of the Organization.
21. **Fire Permit**. Fire Department Permits are required for the use of any temporary power sources (propane, charcoal, generators, etc.) or any large tents or canopies.
2. **Organization Responsibilities**. The Organization agrees to the following in staging the Event:
1. **Event Promotion**. The Organization shall invite and actively promote this event to its audience.
2. **Vendor Promotion**. The Organization shall promote the Vendor’s name and logo on the Event’s official website, provided Vendor complies with and provides logos/pictures as per Section 1(g) above.
3. **Vendor Fee**. In consideration of the Organization entering this Agreement and permitting the Vendor to participate in the Event at no cost, Vendor does hereby agree to purchase a vendor fee of $100 . Payment is due upon signing this contract and must be submitted seven (7) business days prior to the start of the Event.
4. **Method of Payment**. The Vendor must submit payment of their Vendor fee via the Durag Fest app at the link below:
5. **Cancellation of Event**. The Organization reserves the unilateral right to cancel the Event due to adverse weather conditions. Organization shall provide to Vendor any such decision on cancellation by 12:00 p.m., on June 17 2021. Further, if adverse weather affects the Event, the Organization may, at its discretion, terminate the Event.
6. **Deadline for Submission to Participate**. In order to be part of the Event, this Agreement shall be signed and returned to the Organization no later than June 7, 2021. If you have any questions/concerns, please contact the Organization via email at email@example.com.
7. **Morals**. If at any time, in the opinion of the Organization, Vendor is involved in any situation or occurrence which subjects the Vendor to discordance with the quality image and prestige of the Durag Festival ® brand, public scandal, disrepute, widespread contempt, public ridicule, [or which is widely deemed by members of the general public, to embarrass, offend, insult or denigrate individuals or groups,] or that will tend to shock, insult or offend the community or public morals or decency or prejudice the Organization in general, then Organization shall have the right, in its sole discretion, to take any action it deems appropriate, including but not limited to terminating this Agreement, in addition to any other rights and remedies that the Organization may have hereunder or at law or in equity.
8. Social Media. The following represent the Vendor’s official social media accounts to be used for promotion, referrals and other marketing efforts during the term of this Agreement.
9. **Termination**. The Organization reserves the right to terminate this agreement at any time with written notification to the Vendor. The Organization is required to provide documentation and evidence of default upon termination in instances where termination by default occurs.
**Photography and Videography**
11. **Scope of Photography**. Vendor is subject to be photographed by a photographer appointed by the Organization. The types of photography will be [Candids; Editorial; Commercial; Documentary; Creative] (“Photographs”).
12. **Scope of Videography**. Vendor is subject to be recorded by a videographer appointed by the Organization. The types of videography will be [Candids; Editorial; Commercial; Documentary; Creative] (“Videos”).
13. **Scope of Release**. The Vendor hereby consents to and authorizes the use of the Photographs and/or Videos by the Organization and the Organization's authorized representatives, licensees, successors, and assigns for any purpose whatsoever including without limitation: sale, reproduction in all media, publication, display, broadcast and exhibition for promotion, advertising, trade, art or illustration. The Vendor agrees the Photographs and/or Videos may be used without further compensation for an unlimited time and that this Agreement is irrevocable.
14. **Copyright**. The Vendor agrees that the Photographs and/or Videos, the copyright in the Photographs and/or Videos and all other rights in the Photographs and/or Videos or copies or reproductions thereof are the sole property of the Organization and that the Organization may protect the copyright or dispose of or authorize the use of any or all such rights in any manner whatsoever.
15. **Release of Organization from Liability**. The Vendor releases the Organization and all other persons entitled under this Agreement to use the Photographs and/or Videos from all liability for libel, invasion of privacy, and all causes of action whatsoever in relation to the Photographs and/or Videos their making and use, the Vendor or the Vendor's property including without limitation any liability for alteration of the Photographs and/or Videos and/or Videos, whether intentional or otherwise, that may occur during the making or subsequent use of the Photographs and/or Videos. The Vendor acknowledges reading the entire Agreement prior to signing and the Vendor is familiar with the contents.
16. **Permissions**. Organization at times will use the relationship of this Agreement and the public image of the Vendor to promote its brand and Durag Fest. Vendor grants the Organization permission to promote publicly accessible content or content regarding the Vendor not publicly accessible with the consent of the Vendor for commercial and creative purposes at the Organization’s discretion.
17. **Non-Disclosure**. As part of the consideration for entering the Relationship, the Vendor agrees at all times during the term of the Relationship and thereafter, to hold in strictest confidence, and not to use, except for the benefit of the Organization, or to disclose to any person, firm or corporation without written authorization from the Organization, any Proprietary Information or Third Party Information.
18. **Non-employment**. The Vendor understands they are under no terms considered an employee of the Organization. Furthermore, the Organization acknowledges the Vendor is not an employee and may provide services at free will. The Vendor will receive no employee benefits including disability, pay, workmans comp, or severance pay.
19. **No Waiver**. Either Party’s failure to enforce the other Party’s strict performance of any provision of this Agreement will not constitute a waiver of the first Party’s right to subsequently enforce such provision or any other provision of this Agreement.
20. **No Rights**. The Vendor understands that nothing in this Agreement is intended to grant any rights to them under any patent, trademark, copyright or other intellectual property right of the Organization, nor will this Agreement grant them any rights in or to the Proprietary Information, except as expressly set forth in this Agreement.
21. **Liability**. The undersigned Vendor, individually and/or on behalf of the entity of the Vendor so named does hereby discharge, release, indemnify, hold harmless and agree to defend the Organization, its Board, officers, employees, principals, members, employees, representatives, agents, contractors and volunteers, from and against any and all damages, claims, losses, demands, costs, expenses (including attorney’s fees and costs), obligations, liens, liabilities, actions and causes of action, threatened or actual, which any one of the patrons, guests, visitors, food trucks, or any other person or entity present at the Event may suffer or incur arising from Vendor’s acts or the breach of any agreement, obligation, warranty or representation made herein, or for claims not related to the Organization’s duties under this Agreement. Vendor shall assume and defend at Vendor’s sole expense any and all suits or defenses of claims made against the Organization, related to the acts, omissions, or activities of every kind and nature at the Event, including but not limited to any claim directly or indirectly related to the sale of any product or good, the operation of the Vendor, or any act for which the Vendor is involved at the Event. The foregoing indemnification of Vendor shall survive any termination or the expiration of the term of this Agreement.
21. **Non-Defamation**. The Vendor shall not, during the course of the Vendor's term Agreement with the Organization, nor at any time thereafter, directly or indirectly, in public or private, in any manner or in any medium whatsoever, deprecate, impugn or otherwise make any comments, writings, remarks or other expressions that would, or could be construed to, defame the Organization or its members, employees and partners; or either of their reputations. Nor shall the Vendor assist any other person, firm or Organization in so doing.
22. **Entire Agreement**. This Agreement and the related Appendices set forth the entire Agreement and understanding between the Organization and the Vendor relating to the subject matter herein and merges all prior discussions between them. No modification or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing signed by the Parties hereto. Any subsequent change or changes in the Vendor’s duties, obligations, rights or compensation will not affect the validity or scope of this Agreement.
23. **Severability**. If any provision of this Agreement or part thereof shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, then such provision or part thereof shall be excised herefrom and the remaining provisions of this Agreement and parts thereof shall remain in full force and effect.
24. **Breach**. The Parties agree that it is impossible to measure in money the damages that will accrue to the Organization due to the Vendor’s breach of this Agreement and/or failure to perform any of their obligations under this Agreement. Therefore, in the event the Organization institutes any action or proceeding to specifically enforce the provisions of this Agreement by injunctive or other form of equitable relief, the Vendor hereby waives the claim or defense that the Organization has an adequate remedy at law or that the Organization has not been or is not being irreparably harmed, and the Vendor shall not assert in any such action or proceeding the claim or defense that such remedy at law exists.
25. Arbitration. Any dispute, controversy or claim arising out of or relating in any way to this Agreement including without limitation any dispute concerning the construction, validity, interpretation, enforceability or breach [of the Agreement], shall be exclusively resolved by binding arbitration upon a Party’s submission of the dispute to arbitration. In the event of a dispute, controversy or claim arising out of or relating in any way to this Agreement, the complaining Party shall notify the other Party in writing thereof. Within thirty (30) days of such notice, management level representatives of both Parties shall meet at an agreed location to attempt to resolve the dispute in good faith. Should the dispute not be resolved within thirty (30) days after such notice, the complaining Party shall seek remedies exclusively through arbitration. The demand for arbitration shall be made within a reasonable time after the claim, dispute or other matter in question has arisen, and in no event shall it be made after six (6) months from when the aggrieved Party, Party knew or should have known of the controversy, claim, dispute or breach.
1. The arbitration shall be conducted by one arbitrator. If the Parties are not able to agree upon the selection of an arbitrator, within twenty (20) days of commencement of an arbitration proceeding by service of a demand for arbitration, the arbitrator shall be selected by the American Arbitration Association. A state court judge in North Carolina shall select the arbitrator in accordance with the terms of this Agreement.
2. The arbitrator shall have ten (10) years of experience in and also shall have served as an arbitrator at least three (3) times prior to their service as an arbitrator in this arbitration.
3. The arbitration shall be conducted in accordance with the then existing Commercial Rules of the American Arbitration Association.
4. The arbitration shall be conducted in Charlotte, North Carolina. The laws of the State of North Carolina shall be applied in any arbitration proceedings, without regard to principles of conflict of laws.
5. It is the intent of the Parties that, barring extraordinary circumstances, arbitration proceedings will be concluded within one hundred and twenty (120) days from the date the arbitrator is appointed. The arbitrator may extend this time limit in the interests of justice. Failure to adhere to this time limit shall not constitute a basis for challenging the award.
6. Except as may be required by law, neither a Party nor its representatives may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of all Parties.
26. **Jurisdiction**. Any and all legal proceedings that may arise from this Agreement shall remain in the jurisdiction of North Carolina. The Vendor agrees that in the instance of legal proceedings they will cooperate with the Organization as well as the Organization’s agents. The Vendor agrees to provide written notification to the Organization in the event that an incident takes place while the Vendor is providing services.
27. **Governing Law.** This Agreement shall be governed by the laws of the State of North Carolina, U.S.A, without giving effect to any principles of conflicts of law. Jurisdiction shall lie exclusively in the District Courts of Mecklenburg County, North Carolina. The sole and exclusive jurisdiction and venue for any litigation arising out of this Agreement shall be an appropriate federal or state court located in the State of North Carolina, and the Parties agree not to raise, and hereby waive, any objections or defenses based upon venue or forum non conveniens. Prior to initiating any legal action arising under or relating to their Agreement, a Party shall provide the other Party written notice of a dispute and the Parties shall actively and in good faith negotiate with a view to speedy resolution of such dispute within ten (10) business days of the receipt of such notice.
IN WITNESS WHEREOF the Organization has caused this Agreement to be executed by its duly authorized officers and the Vendor certifies by its signature below that the information provided by the Vendor is true and accurate. Vendor further agrees to and shall follow all Terms and Conditions attached hereto and incorporated into this Agreement.