The
following profit share agreement is between Auto Owners Of America LLC
understood has HOST, a representing party for facility OWNER, and signing party below understood
as ORGANIZER.
It is of the
mutual agreement that a 50%/50% NET ticket profit share will be distributed
post completion of the event to ORGANIZER and PAYOR after ticket sales and
associated refunds if any have been reported. This also included payment
processing fee and like costs required by a third party ticket or sales vendor
(EventBrite, GiveBox, The Foat, etc.).
__________________________________________________________________________________________________________
Profit
Share: Profit Share is
based on ticket sales.
Vendor
Fees: Fees collect
for ORGANIZER vendors, and HOST vendors (separate vendors) are to be kept separately
by the entity (HOST and ORGANIZER) that registers each specific vendor(s) as
their vending party. HOST must confirm
with ORGANIZER prior to vendor registration of vendors that will be representing
HOST.
Profit
Share Payments: NET
30. ORGANIZER will work in efforts to
provide final payment no later than NET30.
NET
Profits: NET ticket
profits are understood as ticket sales generated by any and all event activity
prior to and during the show/event.
NET
Profit Payments: If
sales are generated through a program managed by HOST, HOST is responsible to
apply refunds, provide reports, and provide payment to ORGANIZER within a NET30
period. If sales are generated through a
program managed and controlled by ORGANIZER, ORGANIZER is the responsible party
to apply refunds, and confirm receipt of required payments to ORGANIZER.
Operational
Costs: Operations
costs are understood as day-of-event costs assumed by HOST for insurance, labor,
and if so required cost for repair to any damages resulting from event activity
not covered by insurance. Operations
Costs will be deducted from NET profits
by HOST if HOST is the managing party for ticket sales. Operations Costs will be paid to HOST by
ORGANIZER no later than five (5) days post event completion date if ORGANIZER
is the managing party for ticket sales.
Documentation: ORGANIZER must provide a valid (W9)
for taxation purposes before a profit share is agreed to and or distributed
thereafter.
Reports: All such reports and sales are
always accessible to the said parties and will be provided if either party in
unable to access for any reason.
Owners Right
to Deduct: OWNER may deduct costs associated with but not limited to cleaning,
property damage repair, citations, etc. if such costs accrue due to spectator
or auto owner aggressive behavior that results in the need for OWNER or HOST to
remedy such damages, cleaning, enforced citations, etc. Acceptable cost assumed
with this agreement:
·
Standard
sweeping of trash on ground surfaces.
·
Standard
cleaning of restrooms, and like common areas used by ORGANIZER.
Such
deduction if any are to be presented to ORGANIZER for review prior to OWNER or
HOST deducting said costs from the Profit Share distribution.
Insurance:
ORGANIZER, OWNER or HOST may assume the cost for such event
insurance. This assumption is to be
agreed upon and obtained prior to the event date. All vendors must be properly insured, names
as additionally insured and sign the required Liability Release Form
Indemnifying OWNER and HOST.
Guarantee:
HOST nor OWNER guarantees ORGANIZER results that pertain to ticket
sales, spectator attendance, available parking outside of the identified area
of use, or any expectations that ORGANIZER may have. HOST guarantees use of approved area(s) of
use and refunds if deeded refundable.
HOST cannot guarantee municipality corporation and or acceptance. ORGANIZER to consult with such municipal
parties if so desired.
Conduct: ORGANIZER has been informed, agrees
to, and understands that OWNER or HOST reserves the right to cancel, close, and
or evacuate said event if ORGANIZER or ORGANIZER attendees including spectators
and ticketed auto owners conduct themselves in a manner that places the public,
property, or facility at risk. ORGANIZER
also has been informed, agrees to, and understands that no products or activity
including dress attire of ticketed auto owner, vendors, or vendor models deemed
as sexually explicit, vulgar, racist, or inappropriate for ages under 10 years
of age are allowed. This includes
content used in marking prior to and during this event. The following items but not limited to may
not be sold, promoted, used, or solicited at the event: alcohol, cannabis or
any variation thereof, marijuana, tabaco, sexual content or sexually explicit
material of any kind.
Furthermore
ORGANIZER understands and agrees that all vendor and vendor products will be
presented to HOST or OWNER no later than one (1) week prior to an approved
event date. HOST and OWNER reserve the
right to decline vendors and or vendor products, including expelling vendors
during an event if violations are deemed by HOST or OWNER.
Car
Models: Allowed attire of car club models, vendor
models, or any such models at the event representing any aspect of the event is
as follows: Standard attire, fitness or work-out attire. Models may not wear and will otherwise be
asked to leave or change attire if any variation of the following are
identified by HOST or OWNER: lycra clad, bikini car
wash, grid girl look which also closely resembles the outfits worn by a
lady of the night or a professional dancer. HOST
or OWNER reserve the right to make the sole and final decision if models are
wearing attire that is not acceptable. ORGANIZER is advised to inquire with
HOST or OWNER to approve specific attire prior to show dates.
Protocol:
ORGANIZER is responsible to ensure ample staffing of ORGANIZER, and
remaining present at all times while show cars are on site. ORGANIZER staffing
must be positioned throughout event areas to ensure the following do not
occurred: burnouts, two-stepping, revving, racing, donuts, fights, or any
aggressive activity, and or disruptive behavior. At any time HOST or OWNER reserves the right
to cancel, close down, and evacuate the event is so deemed necessary by HOST or
OWNER.
Number of ORGANIZER staff required: One for every 25 show vehicles
registered
Indemnification: Whether or not an event transactions contemplated hereby shall
be consummated, the signing party whether ORGANIZER, VENDOR, VOLUNTEERS, OR
SPTECTAOR agrees to defend, indemnify, pay and hold harmless agents, officers,
directors, trustees, partners, employees, attorneys and affiliates of any Auto
Owners Of American and event facility owners (collectively called the
"INDEMNITEES") from and against any and all other liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, claims,
costs, expenses and disbursements of any kind or nature whatsoever (including,
without limitation, the reasonable fees and disbursements of counsel for such
Indemnitees in connection with any investigative, administrative or judicial
proceeding commenced or threatened by any Person, whether or not any such
Indemnitee shall be designated as a party or a potential party thereto),
whether direct, indirect or consequential and whether based on any federal,
state or foreign laws, statutes, rules or regulations (including, without
limitation, securities and commercial laws, statutes, rules or regulations and
Environmental Laws), on common law or equitable cause or on contract or
otherwise, that may be imposed on, incurred by, or asserted against any such
Indemnitee, in any manner relating to or arising out of this event agreement.