Event Agreement

1. This Event Services Agreement (hereinafter referred to as “AGREEMENT”) is made between OC Hookah Catering (hereinafter referred to as “OC HOOKAH”) and Client Name (hereinafter referred to as “CLIENT”), as of February 24, 2012 (hereinafter referred to as the “EXECUTION DATE”). The CLIENT and OC HOOKAH are, collectively, referred to as the “Parties.” The Parties agree to comply with all the terms and conditions stated in this Agreement.

2. OC HOOKAH shall provide CLIENT with the services described in more detail on the invoice attached hereto as Exhibit “A,” which is incorporated herein by reference (hereinafter referred to as “SERVICES”) for a total price of US$[dollar amount] (hereinafter referred to as the “TOTAL CONTRACT PRICE”). CLIENT shall pay to OC HOOKAH a non-refundable deposit of US$[deposit amount] (hereinafter referred to as “DEPOSIT”), on the EXECUTION DATE, as a reservation fee to hold the following:

EVENT DATE: [event date]

EVENT TIME: [event time]

EVENT LOCATION: [event location]

The DEPOSIT shall be applied toward the payment of the SERVICES for the event above (hereinafter referred to as the “EVENT”) on the date, at the time, and at the location listed above (hereinafter referred to as the “EVENT TIME”), as set forth in more detail herein below. If the CLIENT chooses to cancel this AGREEMENT for the EVENT for any reason, or for no reason, then the DEPOSIT will be retained in full by OC HOOKAH. This provision notwithstanding, CLIENT may request that OC HOOKAH apply the DEPOSIT to OC HOOKAH’s services at another event for CLIENT, provided that OC HOOKAH is available to provide such services at the new date, time and location (hereinafter referred to as “REPLACEMENT DATE”) also provided OC HOOKAH has available workers; OC HOOKAH shall charge its standard rates for such REPLACEMENT DATE. The REPLACEMENT DATE must be within 365 calendar days of the original EVENT date. NOTE: The CLIENT consents to the knowledge of tobacco products and their health effects as well as the CLIENT’s responsibility for their guests/those participating in smoking at the CLIENT’s event. The CLIENT will not hold liable OC HOOKAH or any of its associates for the side effects of smoking tobacco or any other related issues.

3. CLIENT further agrees to pay the balance of the TOTAL CONTRACT PRICE of US$[deposit amount], in the form of cash or cashier’s check (hereinafter referred to as “FINAL PAYMENT”), not later than at the EVENT TIME before the SERVICES are provided to CLIENT, unless otherwise agreed upon in writing by OC HOOKAH. If CLIENT fails or refuses to pay the FINAL PAYMENT to OC HOOKAH before the EVENT TIME, OC HOOKAH will not provide the SERVICES to CLIENT and OC HOOKAH shall be released from any and all liability and responsibility regarding the SERVICES to the CLIENT under this AGREEMENT. Under such circumstances, OC HOOKAH’s refusal to perform the SERVICES shall not constitute a breach of this AGREEMENT by OC HOOKAH. 4. If CLIENT requests OC HOOKAH to provide additional services beyond the SERVICES set forth in Exhibit “A” (hereinafter referred to as “ADDITIONAL SERVICES”), CLIENT agrees to pay OC HOOKAH for such ADDITIONAL SERVICES on an hourly basis, which will be charged at a rate of US$99.00 per hour per each service, or the amount listed as “additional time rate” in EXIBIT “A,” whichever is less, by a fraction thereof (in quarter hour increments). Any ADDITIONAL SERVICES requested must be paid at the time of the request for such ADDITIONAL SERVICES at the EVENT TIME.

5. The TOTAL CONTRACT PRICE is subject to an increase if CLIENT requests OC HOOKAH to set up for the EVENT more than one and one-half (1.5) hours before the EVENT TIME (hereinafter referred to as “ADDITIONAL SET-UP TIME”). ADDITIONAL SET-UP TIME will be charged by OC HOOKAH at a rate of US$150.00 per hour.

6. CLIENT agrees to pay OC HOOKAH a US$47.00 service fee for each returned check(s).

7. CLIENT agrees to pay OC HOOKAH a 1.00% interest charge per month on any remaining balances not paid on or before any due date stated in this Agreement, or as provided in Exhibit “A.” If CLIENT fails to pay any amounts due under this AGREEMENT when due, then such amount shall thereafter bear interest at the rate of 1.00% per month or the maximum amount permitted by applicable law, whichever is less. If any legal action is commenced related to, or arising out of, this AGREEMENT, the prevailing party in such action shall recover all costs of defending or prosecuting the action, including, without limitation, all court or arbitration costs or mediation costs and reasonable expert fees and attorneys’ fees.

8. The Client hereby agrees to pay all costs of collection, including attorney fees to OC HOOKAH if legal action is instituted by OC HOOKAH against the Client for breach of Client’s responsibilities under this Agreement.

9. CLIENT agrees to provide a meal and non-alcoholic beverages for the OC HOOKAH worker(s) comparable to those that are served to the guests at CLIENT’s EVENT, for events that exceed three (3) hours.

10. OC HOOKAH’s obligation to perform at the EVENT is subject to reasonable and good faith detention of the assigned worker(s) due to worker’s illness, accident, Acts of God, or any other legitimate condition(s) beyond the control of OC HOOKAH and its agents/worker(s). If the assigned worker(s) is unable to perform at the EVENT the choice of a replacement for such performing personnel will be exclusively under the control of OC HOOKAH.

11. If the OC HOOKAH worker(s) arrive late for the EVENT TIME for any reason, except for those reasons stated in paragraph 10 of this AGREEMENT, at the CLIENT’s option, OC HOOKAH’s worker(s) will either extend the time of the performance by the length of delay or refund any part of a lost hour at the contracted price for the EVENT.

12. CLIENT shall be responsible for, and reimburse OC HOOKAH, for any and all damages to OC HOOKAH’s equipment that results from CLIENT’s, or CLIENT’s guests, invitees, agents, or associates’ negligence or willful misconduct at the EVENT. OC HOOKAH reserves the right to terminate all SERVICES during the EVENT, if any activities or conditions are present that may cause damage to OC HOOKAH’s equipment.

13. CLIENT is not responsible for damage to OC HOOKAH’s equipment caused by the negligence or willful misconduct of OC HOOKAH or of its contractors, agents, workers, employees, or associates. OC HOOKAH reserves the right to terminate all SERVICES during the EVENT, if its contractors, agents, workers, employees, or associates of OC HOOKAH reasonably believe they are threatened in any manner or form, or due to any activities that may arise during the EVENT that would place the OC HOOKAH contractors, agents, workers, employees, or associates in risk of any unreasonable danger or peril.

14. CLIENT agrees to provide suitable shelter for OC HOOKAH’s contractors, agents, workers, employees, or associates if the EVENT is to be held or performed, in whole or in part, outdoors. CLIENT understands that there will be high voltage electrical equipment being used and operated during the EVENT and that it is dangerous to operate such equipment during inclement weather. OC HOOKAH, in its sole discretion, may elect to turn off any or all equipment and power in unfavorable weather conditions to prevent the risk of any injury or peril to persons or property at the EVENT.

15. CLIENT agrees, shall provide, or notify the EVENT location of OC HOOKAH’s need for a minimum of two (2) unused and working standard AC power outlets, on independent circuits, with 120 voltage (3-pin type), located within reasonable access (25 feet or less) to the location where OC HOOKAH is to set up its equipment, unless otherwise agreed upon in advance, in writing, between the Parties.

16. Media Release. The Client hereby specifically authorizes OC HOOKAH to use photo and/or video images or similar material shot by OC HOOKAH in any of its promotional materials.

17. Governing Law and Venue. This AGREEMENT will be governed by and interpreted in accordance with the laws of the State of California. The Parties hereby agree that any action arising out of this AGREEMENT will be brought solely under the relevant courts located in the Orange County, California and irrevocably submit to the exclusive jurisdiction of any such court and waive any objection that either Party may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agree not to plead or claim the same.

18. Entire Agreement. This AGREEMENT constitutes the entire agreement of the Parties relating to the SERVICES and the termination thereof, and supersedes any and all prior and contemporaneous oral and/or written agreements concerning the subject matter hereof and shall be binding upon all successors and assigns of the Parties. This AGREEMENT can only be modified by a writing signed by CLIENT and OC HOOKAH. This AGREEMENT, once signed by an authorized representative of each of the Parties, shall constitute a valid and binding agreement, as of the EXECUTION DATE.

19. Counterparts. This AGREEMENT (and all exhibits, appendices and amendments) may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same instrument, respectively. Executed copies of the signature pages of this AGREEMENT sent by facsimile or transmitted electronically in either Tagged Image Format Files (“TIFF”) or Portable Document Format (“PDF”) shall be treated as originals, fully binding and with full legal force and effect, and the parties waive any rights they may have to object to such treatment. Any Party delivering an executed counterpart of this AGREEMENT by facsimile, TIFF or PDF also may deliver a manually executed counterpart of this AGREEMENT, but the failure to deliver a manually executed counterpart shall not affect the validity, enforceability, and binding effect of this AGREEMENT.

20. Indemnification. CLIENT hereby releases, indemnifies and agrees to hold harmless OC HOOKAH and its vendors and their affiliates, successors and assigns (and its and their officers, directors, employees, workers, contractors, customers and agents) from and against any and all claims, losses, liabilities, damages, settlements, expenses and costs (including, without limitation, attorneys’ fees and court costs) which arise out of provision of the SERVICES, other than such losses and/or damages which arise out of OC HOOKAH’s or its vendor’s gross negligence or willful misconduct, respectively. Provided, however, that nothing in this paragraph shall require the CLIENT to indemnify OC HOOKAH with respect to any employment claims or liabilities asserted by the OC HOOKAH workers, contractors, agents or vendors.

21. General.
a. Force Majeure. Neither party shall be liable for delay or default in the performance of its obligations under this AGREEMENT if such delay or default is caused by conditions beyond its reasonable control, including but not limited to, fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God, terrorism, or labor disputes.
b. Independent Contractor Relationship. Nothing in this AGREEMENT shall be construed or have effect as constituting any relationship of partnership between the Parties. The relationship between the Parties shall be that of independent contractors.
c. Waiver/Severability. The failure to enforce any of the terms and conditions of this AGREEMENT by any of the Parties shall not be deemed a waiver of any other right or privilege under this AGREEMENT or a waiver of the right to thereafter claim damages for any deficiencies resulting from any misrepresentation, breach of warranty, or nonfulfillment of any obligation of any other party to this. To be a waiver of any term or condition of this AGREEMENT, the waiver must be in writing and signed by the party making the waiver. If any provision of this AGREEMENT shall be deemed illegal or otherwise unenforceable, it shall be severed or altered to render it enforceable, and the remainder of the AGREEMENT shall remain in full force and effect.
d. No Assignment. This AGREEMENT may not be assigned by OC HOOKAH without the prior express written consent of CLIENT.
e. Survival. The obligations of the Parties hereto which, by their nature, should survive expiration or termination of this AGREEMENT shall survive such expiration or termination.

22. Limitation of Liability.
a. Neither party will be liable to the other for any indirect, special, consequential, incidental, or punitive damages, including cost of cover. Each party’s entire aggregate liability for any claims relating to SERVICES or this AGREEMENT will be limited to an amount equal to the sum of the fees paid by CLIENT for the SERVICES.
b. Except as set forth in the preceding sentence, the foregoing limitations of liability will apply, however, whether the applicable claim is based on lost goodwill, lost profits, loss of use or performance of any products, services, or other property, or otherwise, and whether the applicable claim arises out of breach of express or implied warranty, contract, tort, (including negligence), strict product liability or otherwise, regardless of whether such party has been notified of the possibility of such damages or if such damages were reasonably foreseeable.