Section I MASTER SERVICES AGREEMENT

Transcription

1 Section I MASTER SERVICES AGREEMENT Client X ( Client") and Experient Inc. ( Experient ) and their respective subsidiaries, successors and assigns enter into the following Master Services Agreement ( MSA or Agreement ). I. TERM This Agreement is valid for a period of three (3) years after execution ( Term ). To the extent any Statement of Work ( SOW ) is beyond the Term of this MSA, the Term shall be extended in accordance with that SOW. II. CONTENTS OF THIS AGREEMENT It is understood that this Agreement is a working agreement that may be amended or cancelled with the written consent of both parties. This Agreement contains the following sections: Section I Master Services Agreement Section II Statements of Work Statements of Work executed under this Agreement are incorporated fully herein by reference. If no Statements of Work are attached at the time of execution of this Master Service Agreement, it is acknowledged that they may be executed at a later date. Moreover, both parties acknowledge that neither party has any performance obligations to the other until Statements of Work are dually executed. Section III Pricing, Compensation and Cancellation Terms III. STATEMENTS OF WORK Client will engage Experient according to the attached dually signed Statements of Work in Section II, or those that are subsequently executed hereunder. IV. NOTICES Any and all notices and other communications required hereunder shall be in writing and shall be delivered personally or mailed by registered or certified mail, or documented overnight courier, return receipt requested, postage prepaid to the following: If to Experient: Experient, a Maritz Travel Company Attention: Legal Department 2500 Enterprise Parkway East Twinsburg, OH If to Client: Client X V. TERMS AND CONDITIONS A. INDEPENDENT CONTRACTOR Client acknowledges that Experient, in performance of the services under this Agreement, will be acting as an independent contractor for Client and that all arrangements and agreements entered into by Experient in Client s name and on its behalf, will be done only with prior written approval from Client. B. OWNERSHIP OF DATA Client owns all rights, title and interest in and to all of Client s personally identifiable data. Exceptions may occur where Client or Experient, at Client s specific direction, has enlisted the services of a List Broker for a data management project. Further, if Client engages Experient to provide Exhibitor (i.e., Lead Retrieval) Services, Client acknowledges that Experient may be delivering lead data. Also, Experient may be providing statistical reporting (both individual and aggregate). In the event of any loss or damage to Client s data, Client s sole and exclusive remedy shall be for Experient to use reasonable commercial endeavors to restore the lost or damaged data. Experient shall not be responsible for any loss, destruction, alteration or disclosure of client data caused by any third party, except those third parties under the full direction and control of Experient. Experient reserves the right to utilize Client s data for Legal Dept.XXXXX rev Page 1 of 3

2 aggregate resource purposes. C. NON SOLICITATION OF EMPLOYEES Each party agrees not to solicit or hire employees, officers or directors of the other party, unless (i) such employee, officer or director has left the employ of the other party for a minimum of twelve (12) months prior to such solicitation or hire or (ii) such employee, officer or director responds to a public advertisement. D. INSURANCE Both parties agree, during the term of this Agreement, to maintain, all necessary insurance, including (without limitation) coverage for workers compensation of $500,000 per incident, Business Automobile Liability for a single limit $1,000,000 for injury and/or death and/or property damage, as well as a General Commercial Liability of $1,000,000 per incident and $2,000,000 in aggregate and shall provide to the other party a certificate of insurance evidencing such coverage upon written request. E. ASSIGNMENT This Agreement may be assigned to any division of Experient or its parent or affiliates, or any purchaser of Experient s business, whether by stock or asset purchase, merger or other similar transaction, and may be subcontracted by Experient. In the event of subcontracting, Experient remains bound to the performance requirements set forth in this agreement. This Agreement will be binding upon all of the successors and permitted assigns of Experient, and all of the successors and permitted assigns, including parent and affiliate entities of Experient will be (i) entitled to all of Experient s rights and benefits under this Agreement, and (ii) obligated to Experient s performance requirements set forth in this agreement. F. CONFIDENTIALITY Client and Experient each possess certain proprietary and confidential information, some of which they desire to share in confidence with the other in order to perform their obligations under this Agreement. The term Confidential Information as used in this Agreement means all non public confidential and proprietary documentation and information obtained by one party (the Recipient ) from the other party (the Providing Party ), irrespective of whether it is copyrighted, trademarked, or patented, including but not limited to intellectual property, the terms of this Agreement, event planning tools, budget and financial information, Experient Event Guides, Experient Post Con Reports, Experient template contracts and agreements, and all other Experient produced reports or clientproduced business tools and communications. All Confidential Information will be promptly returned to the Providing Party of such confidential information upon such Providing Party s request. Client and Experient each agree that Confidential Information disclosed to the other shall not be duplicated or otherwise disclosed to any third party except as authorized in writing by the providing party. Further, Client and Experient agree to use the other Party's Confidential Information solely for the purpose of performing their duties under this Agreement. Both parties acknowledge that Confidential Information derives independent economic value from not being readily known to or ascertainable by proper means by others who can obtain economic value from its disclosure or use, that reasonable efforts have been made by the Providing Party to maintain the confidentiality of such information, that such information is the sole property of the Providing Party and that any retention and use of such information by Recipient at any time except in the course of performing its duties under this Agreement will constitute a misappropriation of Confidential Information. Recipient acknowledges and agrees that the remedy at law available to the Providing Party for a breach of any of Recipient s obligations under this section would be inadequate. Recipient therefore agrees that, in addition to any other rights or remedies that the Providing Party may have at law or in equity, temporary and permanent injunctive relief may be granted in any proceeding that may be brought to enforce any provision contained in this Section, without the necessity of proof of actual damage. All rights and obligations of the parties to not disclose confidential information survive termination for a period of two (2) years from the effective date of termination or completion of the event. G. PUBLICITY Client is not permitted to utilize Experient s name, logo or other proprietary material without written consent of Experient. Neither party shall issue a press release concerning this agreement or the other party of this agreement without the written consent of the other party. However, Experient is permitted to use Client s organizational name and logo(s) in materials created for confidential sharing with prospective clients and their purchasing teams, such as Experient s responses to Requests for Proposals (RFPs) and Experient s sales presentations. Use of Client s organizational name and/or logo(s) within such leave behind documents in hereby permitted. Legal Dept.XXXXX rev Page 2 of 3

3 H. FORCE MAJEURE The performance of this Agreement by either party, in part or in full, is subject to acts of God; war; government regulations; power outages; disaster; acts of terrorism; strikes (exception: Client or Experient may not terminate this contract for strikes involving the Client or Experient s employees); civil disorder; pandemic or epidemic illness, outbreak, or other public health emergency; curtailment or delay in transportation facilities preventing at least 40% of the assigned staff from providing services or the contracted participants from attending Event(s); or any other occurrence beyond the control of either party making it commercially impracticable, inadvisable, illegal, or impossible to perform under this Agreement. This contract may be terminated without a cancellation charge, or partially performed by Experient or Client without a penalty for any of the above reasons by written notice from one party to the other. Any service rendered prior to the Force Majeure taking effect will be billed based on the actual hours spent completing previous tasks associated with the Event(s). If the Agreement constitutes multiple Events, the parties agree that performance will commence for remaining Events to the fullest extent possible. I. LIMITED WARRANTY Experient warrants that all services will be performed in a diligent, professional, highly competent, and timely manner, all to the reasonable satisfaction of Client. There are no other warranties, expressed or implied, oral or written, in fact, by operation by law or otherwise, except as herein expressly stated. J. PARTIES' CONSENT This Agreement contains all of benefits and liabilities agreed upon by the parties and it supersedes any previous communications between the parties, written or oral, including those contained in any responses to Requests for Proposals for the work contained herein. No changes shall be made to this Agreement or any Statement of Work referenced herein unless they are in writing and signed by both parties. If any provision of this Agreement is unenforceable under applicable law, the remaining provisions shall continue to be valid and enforceable. VI. AUTHORIZATION/SIGNATURE The persons signing this Agreement on behalf of Experient and Client, respectively, each warrant that they are authorized to execute agreements and bind their organizations to this Agreement. Client X Signature: Name: Title: Date: EXPERIENT, a Maritz Travel Company Signature: Name: Title: Date: Legal Dept.XXXXX rev Page 3 of 3

4 Section II STATEMENT OF WORK #1 SOURCING SERVICES I. SUMMARY The purpose of this Statement of Work (SOW) is to detail the Sourcing Services to be provided. This SOW is incorporated fully by reference to the Master Services Agreement executed by Experient and Client. This SOW is applicable to the following Event(s) (if multiple events, then singularly hereinafter each an Event ): Event Client X Annual Meeting Year: Location: San Antonio, TX Orlando, FL San Francisco, CA Austin, TX Washington, DC Denver, CO Chicago, IL Venue (s): Marriott Rivercenter Orlando Marriott World Center San Francisco Marriott Marquis JW Austin Marriott Wardman Park Sheraton Denver TBD Event Dates: May May May 31 June 4 May 30 June 3 May 29 June 2 May 28 June 1 May (tentative) Estimated # of Participants per year: Total Room Nights per year 2,000 2,000 2,000 2,000 2,000 2,000 2,000 5,095 5,095 5,095 5,095 5,095 5,095 5,095 Event Date Pattern Tuesday Saturday Tuesday Saturday Tuesday Saturday Tuesday Saturday Tuesday Saturday Tuesday Saturday Monday Friday Number of Breakouts per year Twelve (exclusive of section and committee meetings) Twelve (exclusive of section and committee meetings) Twelve (exclusive of section and committee meetings) Twelve (exclusive of section and committee meetings) Twelve (exclusive of section and committee meetings) Twelve (exclusive of section and committee meetings) Twelve (exclusive of section and committee meetings) Number of Exhibits or Square Footage per year 30,000 square feet 30,000 square feet 30,000 square feet 30,000 square feet 30,000 square feet 30,000 square feet 30,000 square feet SOW Client X Page 1 of 4

5 DESCRIPTION AND SCOPE OF DELIVERABLES GATHER MEETING SPECIFICATIONS Experient will conduct a needs analysis to gather and understand Client s meeting requirements and capture them in a RFP document. Information gathered in the RFP will consist of the meeting dates, sleeping room block needs, meeting space as well as food and beverage needs, attendee numbers, concessions, special terms and conditions required by Client, past meeting history along with budget amounts and meeting spend history. The information gathered will be used to help identify the most ideal cities, hotels, and convention centers that fit the budget, goals and expectations of Client and meeting purpose. RESEARCH FACILITATION In the research facilitation stage the cities, hotels and centers will be identified that fit the needs of the meeting which will be established by considering Client s budget and overall objective for the meeting. Experient will direct the RFP to the facilities so they can respond with their availability and terms. During this process information regarding rates, dates and availability will be captured and provided in the research summary grid. RESEARCH SUMMARY AND RECOMMENDATIONS Experient will provide a final research summary grid which will contain the availability of each facility that was identified during the research stage. The research summary grid will contain such information as date availability, quoted sleeping room rates, meeting space needs as well as concession information. Along with the research summary grid a recommendation will be provided to help guide Client in narrowing down its final selections for the location or facility that will be based on the needs and requirements of Event(s). CONTRACT NEGOTIATIONS During the final decision phase of selecting hotel(s) or facility(ies), Experient will negotiate final terms and conditions as well as concessions on behalf of Client and draft a contract for Client s review and signature. Experient will also consult with Client to attempt to incorporate Client specific terms and conditions into the hotel / facility contract(s). Experient will then manage the contract process between Client and the hotel(s) and coordinate Client and hotel s signatures. The final contract will then be distributed to both the hotel and Client for their records. Experient may also provide to the Client a savings summary document. If confirmed room rates are not negotiated in signed hotel contract, Experient will manage the process of confirming these rates 12 months in advance of the event, and will manage the addendum and signature process between Client and the hotel. The final addendum will then be distributed to both the hotel and Client for their records. Experient will assist with communication and negotiations between Client and hotel should Client be responsible for any performance damages (attrition/cancellation). FACILITY AGREEMENTS AND ROOM BLOCK MANAGEMENT CONTRACT CHANGES AND CONFIRMATIONS Experient will work with Client and hotel facilities to review existing contracts, confirm all room rates, room blocks, concessions and contract terms. Experient will then manage all agreements and room block management issues including date changes, block changes, rate confirmations, and function space changes. ROOM BLOCK MANAGEMENT Experient will recommend strategies to maximize room block actualization. Experient will discuss with Client a process for pace reporting which would detail current pick up at all contracted hotels. ROOM AUDITS Experient will conduct complete room pick up audits to ensure maximum room pick up credit for Client. Client agrees to provide Experient with full registration listing in order to make the room audit possible. FINAL ROOM BLOCK UTILIZATION SUMMARY At the conclusion of Event, Experient will provide Client with a final pick up report for each contracted property to include any rooms found outside the block based on the results of the room audit. SOW Client X Page 2 of 4

6 SITE INSPECTIONS Experient will coordinate and/or attend pre meeting hotel site inspections at Client s request by providing representative(s) as indicated in Section III, Compensation, Onsite Staffing, which are inclusive of travel time. If no days are allocated at the time of execution of this SOW, then this service will not be provided. However, if Client subsequently desires this service, Experient will produce an Amendment to this SOW along with an Amendment to Section III, Compensation Agreement. Transportation and travel costs will be paid by Client. BOOKING AGENT OF RECORD Client and Experient agree that Experient will be the booking Agent of Record to represent Client in negotiations with Hotel(s). All contracts will be signed by Client. As the authorized Booking Agent of Record, Experient will be paid a commission by the contracted Hotel(s) for booking Client s hotel rooms. Commissions are typically at Ten Percent (10%) of actualized commissionable sleeping rooms as per Experient s standard commission clause. Actual commission rates shall be as set forth in final group sales agreements (contracts) executed by Client and hotel. Client agrees that any commissions due to Experient for booking these rooms are (i) paid directly by hotels in exchange for Experient bringing the business to the hotels; (ii) non transferable and non cancelable to another party; (iii) considered earned by Experient at the time the rooms are booked; and (iv) paid by hotels irrespective of any services that may be provided to Client. ADDITIONAL CONSIDERATION Experient and Client acknowledge Experient may already have performed some sourcing services as referenced in this Statement of Work. Further, the parties acknowledge that partial consideration for those sourcing services may also be referenced in a Group Sales Agreement (i.e., hotel contract) or other supplier agreement. Those agreements shall be considered as part of the consideration for Experient providing sourcing services hereunder. II. ASSUMPTIONS This SOW has been drafted to capture and represent the complete picture of the sourcing services effort to be undertaken by Experient, as it is known today. However, we recognize that all details and needs may not yet be identified and that changes or alterations may be necessary or requested by the mutual consent of both parties. Client acknowledges that Experient cannot provide legal advice on contract formation, modification, cancellation and execution, and that Client has the sole responsibility to obtain independent legal counsel relative to any hotel, supplier or other contract required for Event or referenced in this Statement of Work. III. CHANGE MANAGEMENT Client may, at any time, request additions to, deletions from, or revisions in, the services provided. Experient will have sole discretion as to whether or not to perform such additional or revised services. All such additional or revised services shall, subject to the parties reaching agreement as may be required under the next succeeding sentence, be executed under the terms and conditions of this Agreement or such other terms and conditions as specifically agreed to in writing by Client and Experient. If in Experient s reasonable opinion, any change in the services requested by Client causes an increase or decrease in the scope of the services to be performed or the scheduled completion date, Experient, in its sole discretion, may make an equitable adjustment in the financial arrangements and/or the scheduled completion date, with such changes being made and mutually agreed upon in writing by both parties. If either party refuses to agree to such changes, the additional or revised services will not be performed and the parties shall continue to perform the services otherwise specified in this Agreement. The parties acknowledge that any delays by Client in providing Experient with the necessary input or materials may affect Experient's performance hereunder. In the event of Client delays Experient may adjust its performance schedule accordingly without liability. IV. LOCATION OF WORK AND TRAVEL EXPECTATIONS All work to be performed in this Statement of Work will be performed in Experient office locations, unless otherwise detailed in this Statement of Work or in Section III, Compensation Agreement. All requested travel dates must be coordinated in advance, and are based upon Experient staff being available for travel without conflicts. SOW Client X Page 3 of 4

7 V. FEES The cost of the above referenced Services is listed in Section III, Compensation Agreement, executed simultaneous with this Statement of Work, and incorporated fully herein by reference. VI. AUTHORIZATION/SIGNATURES The persons signing this Agreement on behalf of Experient and Client, respectively, each warrant that they are authorized to execute agreements and bind their organizations to this Agreement. Client X Signature: Name: Title: Date: EXPERIENT, a Maritz Travel Company Signature: Name: Title: Date: SOW Client X Page 4 of 4

8 Section II STATEMENT OF WORK #2 EVENT PLANNING SERVICES I. SUMMARY The purpose of this Statement of Work (SOW) is to detail the Event Planning Services tasks and responsibilities of Experient in relation to the contract with Client. This SOW is incorporated fully by reference to the Master Service Agreement executed by Experient and Client. This SOW is applicable to the following Event(s) (singularly hereinafter each an Event ): Event(s) Client X Annual Meeting Year: Location: San Antonio, TX Orlando, FL San Francisco, CA Venue (s): Marriott San Antonio Riverwalk and Rivercenter Orlando Marriott World Center San Francisco Marriott Marquis Event Dates: May 27 May 31 May 26 May 30 May 31 June 4 Estimated # Participants: 2,000 2,000 2,000 Estimated # Breakout Rooms: 12, excluding section and committee meetings 12, excluding section and committee meetings 12, excluding section and committee meetings Estimated # Food and Beverage Events: II. EVENT PLANNING SERVICES Work will commence with the Project Start Meeting and conclude upon delivery of the post conference report. Experient will provide consultation and tactical implementation for event planning services. Production of an Event Guide, timeline, team meeting agendas and other applicable documents may be implemented into this process. Experient will construct a project timeline that outlines all of the key milestones, deliverables, and their due dates to be used to guide the work and set expectations for when items will be delivered or are due from Client. Some critical timeline milestones are: Critical Milestones Description (for each event) Milestone Estimated Date (for each event) Project Start Meeting 9 months prior to event Introduction of Experient staff members to Client Pre Planning Committee Meeting 6 7 months prior to event Meeting and Event Manager will travel to event site with Client X staff to meet hotel staff, plot space and begin logistical planning. Preliminary Event Guide issued 75 days prior to event Deliver preliminary event guide document to hotels and client for review Banquet Event Orders sent to One month prior to Send final Banquet Event Orders to hotel/convention center hotel event Planning Meeting at Client X offices One month prior to event Experient planning staff to meet with Client X staff to preview expectations and on site procedures Final Event Guide issued 10 days prior to event Deliver final event guide document to hotel and client for review Post Con Meeting ~60 days after event Review event experience and plan future improvements Client X SOW Event Planning Page 1 of 6

9 III. DESCRIPTION AND SCOPE OF DELIVERABLES The categories below outline the scope of Event Planning Services. The service deliverables are organized under these categories. EVENT PRE PLANNING Experient will assign a Meeting and Event Manager (MEM) to oversee the management of the event. This planner will create a project plan and timeline that outlines the applicable tasks and responsibilities relative to the logistical (non content) components of Event. Appropriate documentation will be created and communicated to the facilities, Experient contracted vendors and other key contacts. Documentation may include, but is not limited to, an Event Guide that contains Client event specifications, food and beverage cost outs, vendor requirements, budgeting tools and room assignment grids. The Strategic Account Manager will work with Client X and the hotel to schedule the Program Planning Committee (PPC) meeting at a mutually available time, but no later than six months prior to the start date of the event. The Meeting and Event Manager will assist in the planning and coordination of site tour. The MEM will travel to the PPC Meeting for a maximum of three days, including travel days. SPECIAL EVENT PLANNING Experient will source and prepare detailed specifications as well as execute plans for direct special event activities on property or at off site venues. ON SITE COORDINATION Experient will be on site to oversee the logistical requirements and manage their execution. The on site staff proactively confirms all prior arrangements and communicates regularly with the facility s staff, Experient contracted vendors, and Client. This on site staff will also provide recommendations to maximize flow management, execute food and beverage events, and oversee the financial management component of Event as it relates to facility and vendor billing. POST EVENT Experient will receive, organize, and review invoices, reports, and other relevant information at the conclusion of Event. The planner will research discrepancies and request changes before presenting bills to Client for final review. A comprehensive Post Conference Report measuring Event performance for areas of Experient s responsibility, full account of relevant costs and savings, and recommendations for improved performance of subsequent events will be created and submitted to Client within 60 days after the Event. EVENT PRE PLANNING DELIVERABLES FUNCTION AND FOOD & BEVERAGE PLANNING FUNCTION SPACE COORDINATION Experient will coordinate the move in/out schedule with meeting room assignments, based on the specifications provided. The Event Guide will include, for all Conference facilities, the meeting and/or session room assignments. In addition, Experient will coordinate and submit to the Facility directly, the room setups, including phone, electrical and Internet requirements. FOOD AND BEVERAGE PLANNING, BUDGETING, AND COST NEGOTIATIONS Experient will review the food and beverage options with the Hotels and recommend to Client menus within the designated food and beverage budget. Full budgeting assistance or a la carte budget recommendations will be provided based on Client s needs. Client X SOW Event Planning Page 2 of 6

10 Experient may review past event menus and discuss new objectives, budgets and theme ideas. Experient will consult with chefs and catering managers to select menus that achieve Event goals and meet designated food and beverage budget guidelines. Menus will be selected for diversity and theme, and achieving an overall food and beverage balance throughout the program. Additionally, Experient will: Negotiate custom menus or price points as required by program and/or budget needs. Coordinate special meal requirements as needed. Coordinate and schedule food and beverage for staff and crew. Determine attendee meal assignment procedures such as tickets, etc. Establish food and beverage protocol for on site events. Experient will determine food and beverage layout, seating and room configurations appropriate to the function goals and objectives. Food & beverage staffing will be coordinated with facilities by negotiating proper wait staff ratios for meal functions and meeting on site with banquet servers/captains prior to events to ensure service plan will achieve standards. FOOD AND BEVERAGE GUARANTEES Experient will calculate and provide recommendations to Client regarding quantity of food and beverage necessary for all food and beverage events using proven formulas and available historical information. Meal guarantees will be determined using this information, along with meeting schedules, attendee registration data, and other data points to ensure appropriate quantities are available for event attendees and to assist in minimizing waste whenever possible. BANQUET EVENT ORDER REVIEW Experient will review Banquet Event Orders (BEOs) to ensure they accurately reflect client requests and needs. Experient will prepare final BEOs for Client s signature. Food and beverage inventory will be conducted prior to and following each event to ensure accuracy of billing, orders, and timeliness. Experient will update and reviews BEO s and related banquet checks on site and facilitate on site orders/adjustments. FOOD AND BEVERAGE INVOICE RECONCILIATION Experient will reconcile all food and beverage related invoices for which Experient is responsible for coordinating and provide review of Experient managed client master bills to ensure that Client is issued accurate post conference billing. Client is responsible for payment of all food and beverage invoices. SUPPLIER MANAGEMENT Experient will manage the following suppliers: Audio/Visual General Service Contractor Security Audio recording Massage Entertainment Shipping Interpreters Transportation Temporary staff Tours Office Equipment SUPPLIER RESEARCH Experient will develop a detailed Request for Proposal (RFP) for supplier services based on event needs. RFPs will be distributed to appropriate vendors from Experient's supplier vendor database or Client's preferred vendor list. (Experient recommends sending bids to three vendors maximum as a standard.) Upon receipt of the vendor proposals, Experient will prepare a detailed comparison grid outlining the service deliverables and key contract considerations for client review. SUPPLIER OPTIONS AND RECOMMENDATIONS Based on the results of supplier research and using the comparison grid, Experient will recommend vendor(s) for meeting related services. Client will make the final decision on vendor selection. Client X SOW Event Planning Page 3 of 6

11 SUPPLIER CONTRACT NEGOTIATIONS Experient will work with vendor(s) to initiate the contracting process, negotiate pricing and contract terms, and prepare the contract for Client s review and final signature. SUPPLIER PRE PLANNING Experient will manage vendor(s) throughout the planning process, including but not limited to gathering and distributing Client requirements, reviewing supplier produced specification documents for accuracy, monitoring budgets, and facilitating communication between Client and vendor. If applicable, Experient will provide management of vendors on site at Event. ELECTRICAL AND NETWORKING SUPPORT PLANNING Experient will coordinate basic electrical, telephone and networking support with facility staff, and contracted supplier resources. Experient will advise Client of costs associated with these items. Those costs shall be paid by Client. SECURITY, MEDICAL AND DISASTER PLANNING Upon Client s request, Experient will coordinate basic security, medical and disaster needs with that are identified by Client. Experient will coordinate identified needs with facility staff, contracted security resources, and if necessary, local law enforcement and medical agencies. SUPPLIER INVOICE RECONCILIATION Experient will review and reconcile invoice(s) of all vendors contracted through Experient, ensuring accuracy of pricing and contract terms. SPECIAL EVENTS ON PROPERTY, OFF PROPERTY, AND ANCILLARY EVENTS EVENTS Special, off site Events that are outside of the scope included in this Statement of Work. If requested by Client, Experient will manage additional Special Events for an additional fee. ON SITE COORDINATION DELIVERABLES EVENT TEAM AND ON SITE PROCEDURES ON SITE STAFF Experient will provide on site staffing for the event which may include trained independent on site representatives. Client will be responsible for all travel expenses, including airfare, ground transportation, hotel room and tax, meal per diem, mileage, parking, and other justifiable travel expenses. ON SITE EVENT MANAGEMENT PRE CON MEETING(S) Experient will arrange and lead Pre Conference Meeting(s) with designated facilities and vendors. Coordination will include confirming timing, location and appropriate staff. FACILITY AND VENUE LIAISON Experient will act as a liaison to all departments of conference facilities. Communication of all requirements, updates and changes will be conveyed accordingly. This consultation includes review of individual function requirements with venue staff. Client X SOW Event Planning Page 4 of 6

12 TROUBLESHOOTING AND MONITORING GOODS AND SERVICES Experient will provide general on site troubleshooting, including working with Client s conference team on room set up, food and beverage, and miscellaneous communications with facility staff. The on site lead or designated staff will attend and participate in all on site conference staff meetings as well as vendor and facility appointments. Experient will monitor the receipt and delivery of non exhibits related shipments as required. SUPPLIER MANAGEMENT Experient will manage all Experient contracted goods and services with outdoor venues, subcontractors and third party vendors as outlined in this statement of work. The on site team will coordinate and supervise all related set up and tear down activity relating to each supplier managed by Experient and oversee the work. FUNCTION MANAGEMENT Experient will validate event room set ups as well as coordinate all related set up and tear down with facility staff. Experient will manage crowd control and design of related security tactics for all peak times, including general directional support to attendees. The on site team will facilitate flow management execution and oversee on site signage placement. If requested, Experient will conduct room count audits at all conference presentations, sessions, informal learning areas, and designated events. FOOD AND BEVERAGE INVENTORY Experient will oversee food and beverage functions, attending to traffic flow, cost and quality control. Dedicated staff will focus on controlling costs through monitoring and inventory of food and beverage events. MASTER BILL REVIEW Experient will reconcile where required, all conference related bills for which Experient is responsible as outlined in this Statement of Work. A daily review of BEO and supplier invoices will be thoroughly evaluated for accuracy. Experient will research discrepancies before presenting bills to Client for final review. POST EVENT DELIVERABLES BILL RECONCILIATION AND REPORTING FACILITY AND SUPPLIER BILL REVIEW Experient will receive and review all final facility master accounts and supplier invoices as applicable to the event, compare this information to all back up documentation including pre event estimates and the final event specifications to ensure accuracy in final billing. Should there be any discrepancies, Experient will work with Client and the supplier to resolve these issues and prepare the invoice for payment. POST CONFERENCE REPORT Experient will prepare a post convention report to provide a comprehensive summary of Event covering all areas of responsibility managed by Experient. Report topics may include food and beverage spend, supplier notes and final expenses, final pick up reports, session counts, registration and housing reports (if service provided by Experient). The report will also include a cost savings summary which provides Client with a summary of all areas in which Experient was able to assist in negotiating concessions and/or reduced pricing in the areas of hotel contracting and guestroom management, food and beverage, and supplier management. Most importantly, Experient will provide feedback and recommendations on various aspects of Event with the goal of offering Client suggestions on adjustments or enhancements that can be used for subsequent events. IV. ASSUMPTIONS This SOW has been drafted to capture and represent the complete picture of the event planning effort to be undertaken by Experient, as it is known today. However, both parties recognize that all details and needs may not yet be identified and that changes or alterations may be necessary or requested by the mutual consent of both parties. Client acknowledges that Experient cannot provide legal advice on contract formation, modification, cancellation and execution, and that Client has the sole responsibility to obtain independent legal counsel relative to any hotel, supplier or other contract required for Event or referenced in this Statement of Work. Client X SOW Event Planning Page 5 of 6

13 The parties acknowledge that multiple Events may be listed in Section I, above, and that performance, timing, pricing and other specifications listed herein are deemed singular and applied to all identified Events. V. CHANGE MANAGEMENT Client may, at any time, request additions to, deletions from, or revisions in, the services provided. Experient will have sole discretion as to whether or not to perform such additional or revised services. All such additional or revised services shall, subject to the parties reaching agreement as may be required under the next succeeding sentence, be executed under the terms and conditions of this Agreement or such other terms and conditions as specifically agreed to in writing by Client and Experient. If in Experient s reasonable opinion, any change in the services requested by Client causes an increase or decrease in the scope of the services to be performed or the scheduled completion date, Experient, in its sole discretion, may make an equitable adjustment in the financial arrangements and/or the scheduled completion date, with such changes being made and mutually agreed upon in writing by both parties. If either party refuses to agree to such changes, the additional or revised services will not be performed and the parties shall continue to perform the services otherwise specified in this Agreement. The parties acknowledge that any delays by Client in providing Experient with the necessary input or materials may affect Experient's performance hereunder. In the event of Client delays Experient may adjust its performance schedule accordingly without liability. VI. VII. VIII. LOCATION OF WORK AND TRAVEL EXPECTATIONS All work to be performed in this Statement of Work will be performed in Experient office locations, unless otherwise detailed in this Statement of Work or in Section III, Compensation Agreement. All requested travel dates must be coordinated in advance, and are based upon Experient staff being available for travel without conflicts. FEES The cost of the above referenced Services is listed in Section III, Compensation Agreement, executed simultaneous with this Statement of Work, and incorporated fully herein by reference. AUTHORIZATION/SIGNATURES The persons signing this Agreement on behalf of Experient and Client, respectively, each warrant that they are authorized to execute agreements and bind their organizations to this Agreement. Client X Signature: Name: Title: Date: EXPERIENT, a Maritz Travel Company. Signature: Name: Title: Date: Client X SOW Event Planning Page 6 of 6

14 Section II STATEMENT OF WORK #3 REGISTRATION SERVICES I. SUMMARY The purpose of this Statement of Work (SOW) is to detail the Registration Services tasks and responsibilities of Experient in relation to the Master Services Agreement ( MSA ) with Client. This SOW is incorporated fully by reference to the MSA executed by Experient and Client. This SOW is applicable to the following Event/s (each singularly an Event ): Event(s) Client X Annual Meeting Year: Location: San Antonio, TX Orlando, FL San Francisco, CA Venue (s): Marriott San Antonio Riverwalk and Rivercenter Orlando Marriott World Center San Francisco Marriott Marquis Event Dates: May 27 May 31 May 26 May 30 May 31 June 4 Estimated # 2,000 2,000 2,000 Exhibitors: Event website url TBD TBD TBD II. PROJECT MANAGEMENT Experient will construct a project timeline that outlines all of the key milestones, deliverables, and their due dates to be used to guide the work and set expectations for when items will be delivered or are due from Client. The duration of the project begins upon receipt of Client requirements and ends on the last day of the performance hereunder. The critical milestones for the project are as follows: Critical Milestone Schedule Milestone Estimated Date Description Project Start Meeting September 20 Review previous year s site, determine any changes to functionality, pricing, discounts, etc. Core Meetings Bi weekly Experient team meetings with Client X to review progress and any challenges Website Review & December 15 Client approval of final site Signoff Go Live Date January 15 Badge Production May 15 Printing, collating, ribbon fulfillment, and shipping of badges to event site Event Dates Listed above Post Con Meeting ~60 days after event Review Event experience and plan future improvements Client X SOW Registration Page 1 of 10

15 III. DESCRIPTION AND SCOPE OF DELIVERABLES The categories below outline the scope of service for Registration. The service deliverables are organized under these categories. TECHNOLOGY AND SYSTEMS Our event registration platform, EventXL, is built using Microsoft.NET technology. Services included are web registration hosting, attendee and exhibitor registration web sites and a back end registration database system. REGISTRATION COORDINATION Experient will provide client operational support with a designated point(s) of contact throughout the project duration. INFORMATION AND FINANCIAL MANAGEMENT Services included are data integration via imports/exports, merchant account coordination for secure payment processing, 24/7 reporting access through Decision Point, and data retention. CUSTOMER SERVICE Services included are call center phone inquiries, form collection, and correspondence. ONSITE REGISTRATION Experient will provide an onsite service team to manage the set up, training of support staff and supervision of the system including reporting. TECHNOLOGY AND SYSTEMS DELIVERABLES WEB HOSTING WEBSITE HOSTING Experient will provide Website Hosting, Monitoring, Backup and Cluster failover technologies to ensure an uptime of 99.9% outside the Scheduled Maintenance Window (SMW). The SMW is between 12:00 a.m. (midnight) and 6:00 a.m. Eastern time. During this time maintenance that does not result in an outage of longer than 20 minutes may be conducted on any system or network component without advance notice to Clients. WEBSITE DEVELOPMENT SERVICES Experient will provide a full service web registration site. Web registration will be available from the go live date through one day prior to the date when badges are to be printed and collated. This is typically two (2) weeks prior to onsite move in. Registrants will have the ability to log back into their record to make additional purchases, payments, and demographic updates. EXHIBITOR LOOK UP AND REGISTRATION A login page provides a page for the exhibitor to begin the registration process by searching their company name. After the clicking on the company link, they Validate their authenticity by entering a password. Client will send an exhibitor file that will serve as the reference database for their exhibitors. The purpose of the import is to 1) validate the company s participation in the show 2) populate the existing fields with basic contact information 3) provide allotment information. FORMAT The Exhibitor Reference file must be sent in CSV (Comma Delimited) or Excel format. In addition, any contact fields that are intended to be referenced or populated into the registration form, should be in the same format as the corresponding registration field (example. First name to First name would be John to John; incorrect would be John Smith). No additional data fields other than those included for import should be included in the file. Any modifications that need to be made to the file will be charged to the Client. UPDATES In order to meet the turn around for setup, Client must send the reference file with the Requirement submission data. Updates can be configured in the following ways: 1) send two file updates per month starting with the subsequent month Client X SOW Registration Page 2 of 10

16 after the initial load; or 2) synch data directly via FTP (no limit). For either scenario, the updated file must: 1) Maintain the same header names as previous file 2) Maintain the same file name (no update ver 2 naming convention) 3) Must not remove or add columns to the database WEBSITE FLOW/LOGIC REGISTRATION WEBSITE FLOW This includes the creation, implementation and hosting of two registration website flows defined as Attendee and Exhibitor based on requirements specified during the website review. The flow of a particular web registration site may be dependent on the type of registration, items purchased during the registration process, or other qualifiers obtained during the registration. The order and number of steps required to complete the process may be adjusted to meet the varying needs of particular registration audiences and key information required from each by creating a new flow. Client X requires two web flows: attendee and exhibitor DEMOGRAPHICS DEMOGRAPHIC QUESTIONS Client has the ability to ask demographic questions with different response type answers. The following question answer combinations are available. OPTIONAL / REQUIRED Client has the ability to make any/all questions optional or required for the registrant. SINGLE SELECT / MULTI SELECT Client has the ability to choose either single select questions (radio button or drop down box) or multi select questions (mark all that apply). OPEN ANSWER FIELD Registrant must type in an answer in the field provided. DESIGN GRAPHICS AND IMAGES Experient s system is built in a CSS driven, tables based layout that is easily customized to match Client sites. The standard page width is 900 pixels; standard height is less than 150 pixels (recommended for best usability). The standard positioning of graphics includes a top banner and side bar displayed on the right. REGISTRATION COORDINATION DELIVERABLES PROJECT COORDINATION REQUIREMENT SPECIFICATIONS Detailed registration website requirements are gathered during a website review meeting with Experient. Client is required to complete and submit the website approval form before project work, including programming, begins. This form is to ensure that the Client and Experient have a mutual understanding of the website programming requirements, functionality and business rules required for the project. Client X SOW Registration Page 3 of 10

17 REGISTRATION DESIGN REGISTRANT FEE COMBINATIONS Client has the ability to determine pricing based on three pivots Registration Type, Unique Attendee Reference File Type (Membership Pricing) and Date Range. Registration types: Additional Exhibitor Registration One Day Registration One Day Spouse/Domestic Partner Registration One Day Student Registration Emeritus Registration Complimentary Exhibitor Registration Full Conference Spouse/Domestic Partner Registration Press Staff Student Other complimentary (comp speakers, vendors, guests, etc.) Membership types: Associate Member Emeritus Member Member at a member institution Member at a non member institution Non member Representative of a member institution Student member Student representative of a member institution Fees by types: Early Bird Regular Complimentary Total number of fee combinations: 120 VOLUME DISCOUNT LOGIC For every three regular member or nonmember full conference registrations, member institutions will receive one additional regular member full conference registration at half price or one free student registration. For every six regular member or nonmember full conference registrations, member institutions will receive one additional free regular member full conference registration or two free student registrations. SESSIONS/SPECIAL EVENTS MANAGEMENT Experient will track requests for space limited Events and inform the registrant when the Event is full. The limit can be configured during registration loading. If necessary, increases and decreases can be made to limits during the pre registration period. Pre conference Workshops #tbd $tbd limit tbd Lunches (one per day for three days) $tbd no limits Awards dinner one day one price $tbd limits tbd Client X SOW Registration Page 4 of 10

18 GROUPS/GUESTS GROUP REGISTRATION Experient will provide the ability to register multiple people at the same time using a single payment for all members. The group will be referenced together in one place by searching for any of the group members. The confirmation generated for the contact that performed the registration will contain information about all group members. See volume discount logic above. GUESTS Guests are registrants who are attending an Event that are dependent on a primary registrant to complete their guest registration. A guest may not independently register for an Event. All ticketed items must be purchased on behalf of the guest by the primary registrant and all fees will be included in the total amount for the primary registrant. Guests are tied to the main registrant (embedded). There is a one day or a full conference option. EXHIBITOR REGISTRANT BOOTH STAFF ALLOTMENTS Allotments provide a set number of Exhibiting personnel that can be registered for an Event. Show management may decide to allocate registrations based on purchased booth size or additional criteria. Client will provide Experient with a set number of personnel that can register based on booth space. Exhibitor allotment are cascading (depends on booth size) CONFIRMATIONS CONFIRMATIONS Confirmations contain a summary of the registrant s contact information, the registration items they purchased, guests (if applicable), payment history, and important policies about the Event such as cancellation policy, deadlines, and correspondence. Confirmations are generated in HTML and have configurable text blocks within them including: Introduction, Cancellation, Correspondence, Conclusion, Barcode, Do Not Reply , Header Image, and Footer Image. CREDENTIAL DESIGN & COLLATION BADGE LAYOUT DESIGN Client has the choice of any one of six standard badge layouts. All layouts include customer id on the lower left hand corner of the badge, and QR code in the bottom center of the badge. Badges include a nickname (will print first name if nickname is blank). Font size is configurable. Client can remove any field on their layout of choice. CREDENTIAL STOCK & MATERIALS All badges, tickets, receipts, and vouchers are printed on a standard 3"x4" Sato stock. At Client s request, Experient will purchase any/all credentialing supplies on Client s behalf, and may charge a handling fee. Supplies will be subject to appropriate sales tax. In addition, Experient will provide estimates for all supplies and send to Client before ordering. Supplies and materials include: name badge/ticket stock, ExpoCard and Card Carriers (optional), postcards, stationery, envelopes, inserts, on site registration forms, and other materials needed for advance and/or on site processing. CREDENTIAL PRODUCTION/COLLATION Experient will coordinate with Client to determine a definitive start date and end date for the production of credentials. The start date will be no later than two (2) weeks prior to Memorial Day. Experient will collate up to 12 inserts plus a badge. Contents are inserted into an unsealed, 6 x 9 envelope. Client X SOW Registration Page 5 of 10

19 INFORMATION & FINANCIAL MANAGEMENT DELIVERABLES DATA SERVICES DATA IMPORTS All data files (Unique Attendee File / Exhibitor File / Session Data) are required to be sent in CSV (Comma Delimited) or Excel format. Additional updates must follow the designated process and must be uploaded by the Client. In addition, any contact fields that are intended to be referenced or populated into the registration form, should be in the same format as the corresponding registration field (example. First name to First name would be John to John; incorrect would be John Smith). No additional data fields other than those included for import should be included in the file. DATA EXPORTS Experient will provide Clients with access to data exports using Decision Point. For those cases where the Decision Point offering is inadequate, an Experient standard export will be available. This is limited to a single export per Event. A template will be provided if this option is required. Experient does use a web service for the purposes of membership verification, which is managed by Client X. DATA VALIDATION This process corrects common data entry errors, such as capitalization, spelling, unusable addresses, etc. PAYMENT PROCESSING MERCHANT ACCOUNT CONFIGURATION/PAYMENT PROCESSING Experient will properly coordinate all registration fees into the Client s designated Merchant account. This will be the Client s account enabling instant access to monies. All fees for set up and maintenance are the responsibilities of the Client, including application fees, deposit stamp and tickets, service fees, wiring/ transferring funds out, and processing fees for all credit card charges, except Discover. Experient uses a payment gateway to charge credit cards which will include the appropriate hardware or software for communicating directly with Experient s certified credit card affiliates. Experient is certified with Elavon (formerly NOVA) and TSYS for processing within the U.S., and Cybersource for processing internationally. If the Client does not have a merchant number that utilizes these platforms, then Experient will assist the Client to establish a merchant account. The application process can take up to six (6) weeks (minimum 4). Set up costs will be at the Client s expense. Experient requires that the merchant number have a minimum of two terminal i.d. s. Volume may require additional terminal i.d. s. Cancellation must be received before April 30 to receive a full refund minus a $40 cancellation. Cancellations received after April 30 but before May 15 will receive a 50% refund. No refunds after May 15, unless authorized by Client. CARD LIMITATIONS Customer s merchant accounts may limit the type of cards that can be accepted for specific Events. When registrations are received with a credit card payment method, additional purchases and refunds can be made to the same cards when necessary. Experient will assist with processing credit card refunds according to the standard set by the Client for advanced registration. Client is responsible for: 1. Providing merchant account information at the time of contract 2. Setting standards for all credit card refunds 3. Issuing all credit card refunds after pre registration close 4. Reconciliation of bank statements 5. Paying credit card fees 6. Credit card inquiries 7. Balancing on site transactions and funds Client X SOW Registration Page 6 of 10

20 REPORTING & ACCESSIBILITY DECISION POINT Client will have access to Decision Point, an Experient portal that provides access to detailed reporting and registrant information. Reporting templates include lists, counts and standard financial reports. Experient has arranged for a dedicated accounting representative to work directly with Client X on reporting needs. These reports are not considered custom reports. FINAL REPORTS Final reports are provided 10 business days after an Event closes and Client approves report run. DATA RETENTION POST SHOW DATA RETENTION Event data is retained in Experient s data center for up to 3 years after the completion of an Event. The data is available from Experient s web based reporting tool during the retention period and can be used for comparison and planning purposes on future Events. CUSTOMER SERVICE DELIVERABLES CALL CENTER HOURS OF OPERATION AND STAFFING Call center hours are Monday through Friday, 8:00am 5:00pm EST. There are 9 annual business days closed due to recognized holidays. All calls are recorded and retrievable during the term of this SOW. Telephone prompting to qualify the Event and purpose of call is available for all call queues. Telephone system redundancy provides the ability to support calls in two locations and divert calls in the event of weather related closing or emergency. Staffing levels are expanded during high volume periods. REPORTING Call center reporting can be provided regarding call types, purpose of call, general queue average speed of answer, service quality and performance measures. PHONE SUPPORT (INBOUND CALLING) Attendees, Exhibitors and members of Show Management will receive Customer Service support to help guide them through the registration process through the duration of their Event. Experient will provide a shared local and/or 800 telephone number. The standard greeting will advise each attendee that they have reached customer service for the Event. All telephone inquiries, including Event and property questions, changes and cancellation requests are handled via a call center agent who is trained on the Event policies. Agents instruct the callers on the appropriate process for making new registration (e.g. online, mail/fax form). FORM COLLECTION MAIL REGISTRATION Registrants may register via mail by mailing a completed registration form to Client X. Client X will deposit any checks, then fax registration details to Experient s PCI compliant customer service number for processing. These registrations are processed within 2 4 business days of receipt. FAX REGISTRATION Registrants may register via form by faxing their form to a specified PCI Compliant Customer Service number to complete a fax registration. Faxed forms are processed within 2 4 business days of receipt. FAX REGISTRATION ADJUSTMENTS Registrants who wish to adjust their registration (to add a ticketed event, for example) may do so by faxing a request for adjustment Client X SOW Registration Page 7 of 10

21 to Customer Service to a specified PCI Compliant fax number. The request must contain existing registrant information including: registrant id, requested adjustment and signature approving adjustment. FORM RETENTION Notwithstanding the foregoing, Experient maintains Payment Card Industry (PCI) Compliance. As a result, Experient cannot retain hard copy forms that contain credit card numbers. To the extent relevant to the services referenced above where Experient is receiving payments, Experient and Client will agree upon a mutual timeframe in which Experient will mail the forms to Client. Client will either supply a valid UPS/FedEx number or be invoiced by Experient for the deliveries. Alternately, Client may request that Experient properly destroy these forms. In contrast, Experient will destroy forms that capture a CVVW (security code) after Experient receives credit card authorization. Based on PCI rules, these forms cannot be forwarded to Client. ATTENDEE CORRESPONDENCE INQUIRY HANDLING Experient will provide one Event specific address for attendee questions and inquiries. The box may be published to attendees as a place to direct inquiries regarding the Event. boxes are monitored and managed by members of Experient s Customer Service team. All s are responded to within 1 3 business days of receipt. MARKETING/MESSAGING Upon request, Experient will provide up to 3 e marketing messages for a total combined 75,000 recipients to promote registration. ONSITE COORDINATION DELIVERABLES ONSITE SET UP ONSITE REGISTRATION AREA DESIGN Experient will review, suggest, and adjust the intended onsite registration area design to maximize traffic flow. Experient will construct a network to support a contiguous line of counters in one registration area. Client is responsible for all decorator and union labor charges, drayage, warehouse storage, furnishings, internet drops and related facility charges (e.g. networking), telephone/modem lines, electricity, and for providing a locked office, storage, 24 hour security beginning the evening of the first setup day, and signage. Client X uses only one registration area on site. SET UP AND TEAR DOWN Experient will coordinate with decorator to unpack, set up, and test equipment. Tear down begins upon the close of registration. ONSITE EQUIPMENT ONSITE REGISTRATION EQUIPMENT Experient recommends the following equipment needs to service the onsite registration area(s): Equipment Type Quantity Function Location/Area Computers 2 On site Registration and badge changes Main registration area Printers 1 On site Registration and badge changes Main registration area Server 1 On site Registration and badge changes Main registration area ONSITE SUPPLIES Client will provide all necessary onsite office supplies (such as pens, pencils, erasers, paper, staplers, cash boxes, etc.). Client X SOW Registration Page 8 of 10

22 ONSITE STAFFING & REGISTRANT PROCESSING EXPERIENT STAFF Experient will provide onsite staffing in a bank of days concept. Travel, set up, and tear down days are all charged against the bank s total. The number of staff and staff scheduling will be coordinated with Client in advance. Staff will be available during open registration hours, not to exceed 11 hours per day. Client will be responsible for all travel expenses, including air fare, hotel room and tax, meal per diem, mileage, parking, ground transportation, and other justifiable travel expenses. Registration staffing includes one representative for seven days, including travel. TEMPORARY STAFF Client is responsible for staffing the onsite registration stations. Staff must be available during open registration hours. Any temporary staff will be hired and paid for directly by the Client. Experient will consult with Client to develop an onsite registration staffing schedule. ATTENDANCE VERIFICATION Experient will track the turnout rate, or verify, pre registrants whose badges were printed, collated, and shipped from Experient s offices to the conference site. On site registrants will be verified on site. ONSITE REPORTING Experient will provide reports onsite detailing attendance figures, events and sessions, and financial transactions. Client and Experient will agree upon specific reporting needs and a schedule for when reports are needed prior to going onsite. ONSITE FUND PROCESSING BALANCING ONSITE TRANSACTIONS AND FUNDS Experient will assist with processing credit card charges according to the standard set by the Client for advanced registration. Client will manage all funds (cash) and forms for on site registrants. IV. ASSUMPTIONS This SOW has been drafted to capture and represent the complete picture of the registration effort to be undertaken by Experient, as it is known today. However, both parties recognize that all details and needs may not yet be identified and that changes or alterations may be necessary or requested by the mutual consent of both parties. Client acknowledges that Experient cannot provide legal advice on contract formation, modification, cancellation and execution, and that Client has the sole responsibility to obtain independent legal counsel relative to any hotel, supplier or other contract required for Event or referenced in this Statement of Work. The parties acknowledge that multiple Events may be listed in Section I, above, and that performance, timing, pricing and other specifications listed herein are deemed singular and applied to all identified Events. V. CHANGE MANAGEMENT Client may, at any time, request additions to, deletions from, or revisions in, the services provided. Experient will have sole discretion as to whether or not to perform such additional or revised services. All such additional or revised services shall, subject to the parties reaching agreement as may be required under the next succeeding sentence, be executed under the terms and conditions of this Agreement or such other terms and conditions as specifically agreed to in writing by Client and Experient. If in Experient s reasonable opinion, any change in the services requested by Client causes an increase or decrease in the scope of the services to be performed or the scheduled completion date, Experient, in its sole discretion, may make an equitable adjustment in the financial arrangements and/or the scheduled completion date, with such changes being made and mutually agreed upon in Client X SOW Registration Page 9 of 10

23 writing by both parties. If either party refuses to agree to such changes, the additional or revised services will not be performed and the parties shall continue to perform the services otherwise specified in this Agreement. The parties acknowledge that any delays by Client in providing Experient with the necessary input or materials may affect Experient's performance hereunder. In the event of Client delays Experient may adjust its performance schedule accordingly without liability. VI. FEES The cost of the above referenced Services is listed in Section III, Pricing, Compensation and Cancellation, executed simultaneous with this Statement of Work, and incorporated fully herein by reference. VII. AUTHORIZATION/SIGNATURES The persons signing this Agreement on behalf of Experient and Client, respectively, each warrant that they are authorized to execute agreements and bind their organizations to this Agreement. Client X Signature: Name: Title: Date: EXPERIENT, a Maritz Travel Company Signature: Name: Title: Date: Client X SOW Registration Page 10 of 10

24 Section II STATEMENT OF WORK #4 EXHIBITOR SERVICES I. SUMMARY The purpose of this Statement of Work ( SOW ) is to detail the Exhibitor Services tasks and responsibilities of Experient in relation to the Master Service Agreement ( MSA ) with Client. This SOW is incorporated fully by reference to the MSA executed by Experient and Client. This SOW is applicable to the following Event ( Event ): Event(s) Client X Annual Meeting Year: Location: San Antonio, TX Orlando, FL San Francisco, CA Venue (s): Marriott San Antonio Riverwalk and Rivercenter Orlando Marriott World Center San Francisco Marriott Marquis Event Dates: May 27 May 31 May May 31 June 4 Estimated # Exhibitors: Event website url TBD TBD TBD II. DESCRIPTION AND SCOPE OF DELIVERABLES The categories below outline the scope of service for Exhibitor Services. The service deliverables are organized under these categories. PRE SHOW MARKETING, PROCESSING, AND LOGISITCS This includes the deliverables for pricing, marketing exhibitor services products, and order processing. ONSITE COORDINATION Experient will be responsible for managing the services, equipment, and additional onsite sales relating to lead management for the event s show floor. This will be accomplished through representatives available exclusively for exhibitors from one of Experient s service centers. No on site staff will be scheduled for these events. REPORTING Lead data will be available online to both the Client (via DecisionPoint) and the exhibitor (via the Exhibitor Portal). Lead activity will be summarized and displayed graphically. Additionally, exhibitors will be able to download a listing of their leads. SOW Client X Page 1 of 4

25 PRE SHOW MARKETING, PROCESSING, AND LOGISTICS DELIVERABLES PRODUCT OFFERINGS EQUIPMENT The product listings below represent Experient s current Lead Retrieval models. Experient updates its product offerings on an ongoing basis and will confirm products and quantities with Client prior to marketing and sales efforts. Reader Type THREE TIER SHOWS Early Bird Price Exhibitor manual piece 10 to 12 weeks prior to show open Mid Tier Price 4-10 weeks prior to show open Late/Onsite Price 4 weeks prior to show open SWAP (license with 3 activations) $XX $XX $XX The particular products to be offered in conjunction with this event and related pricing will be determined at least five (5) months prior to the show dates and confirmed in writing in the lead retrieval services order form/exhibitor kit. Experient reserves the right and has sole discretion to provide discounted and/or package pricing to maximize your exhibitors value and usage. LEAD RETRIEVAL MARKETING ORDER FORM DESIGN Experient will design an exhibitor order form for the event including product descriptions, order deadlines, and pricing. This form can be customized with the show s logo. MARKETING CAMPAIGNS Experient will develop an and telemarketing campaign plan, including timing and content, for Client approval. Client to provide exhibitor list(s) with contact information and booth numbers. Subsequent lists with updates are also to be provided for support of marketing campaigns. ORDER PROCESSING PHONE Experient will handle all incoming exhibitor calls for lead retrieval/exhibitor services and process orders over the phone in our PCI compliant processing center. FAX Experient will process all incoming lead retrieval orders sent via fax in our PCI compliant processing center. MAIL Experient will process all incoming lead retrieval orders sent via mail in our PCI compliant processing center. WEB Experient will provide a web based exhibitor portal for each exhibiting company with secure log in and password information to manage transactions and process orders for lead retrieval/exhibitor services. The portal will be personalized with the show name, ordering deadlines, and product descriptions. This same exhibitor portal will be used to access leads and lead data post show (see Reporting). SOW Client X Page 2 of 4

26 CUSTOMER SERVICE HOURS OF OPERATION Call center hours are Monday through Friday, 8:00am 5:00pm EST. There are 9 annual business days closed due to recognized holidays. Telephone prompting will qualify the purpose of call. PHONE SUPPORT (INBOUND CALLING) Exhibitors will receive Customer Service support to help guide them through the lead retrieval order process through the duration of Event. Experient will provide a toll free telephone number. The standard greeting will advise each exhibitor that they have reached customer service for lead retrieval services. All telephone inquiries, including changes and cancellation requests are handled via a call center agent who is trained on the Event policies. Agents instruct the callers on the appropriate process for lead retrieval orders (e.g. online, mail/fax form). Experient will handle all post event questions and support (via call center) regarding the use of the data by exhibitors after the event and respond to any payment questions form exhibitors. ONSITE COORDINATION DELIVERABLES ONSITE SUPPORT Experient will provide onsite support and new activiations for SWAP via the Experient call center. Individual questions may be handled by existing Experient onsite staff in the registration area. Experient recommends SWAP be coordinated via the Exhibitor Registration area (as opposed to the vendor service desk on the show floor.) LEAD DISTRIBUTION The manner in which exhibitors receive their leads is dependent on the device utilized. All devices allow exhibitors to receive their leads in an electronic format either via a USB stick or web portal download. Experient will store all leads for a period of three years post show in order to recreate any exhibitor s lead file upon request. REPORTING DELIVERABLES CLIENT AND EXHIBITOR REPORTING DECISION POINT Experient will upload all lead data to the Client s Decision Point portal. A statistical summary of lead activity will be available graphically including Leads Per Day, Leads Per Hour, Total Leads Collected. Top 5 Lead Gathering Exhibitors, Leads by Regtype and Leads by Demographics. Additionally, Client may filter these reports to see a single exhibitor s lead activity. EXHIBITOR REPORTING Experient will upload all lead data to the Exhibitor Portal. A statistical summary of lead activity will be available graphically including Leads Per Day, Leads Per Hour, Total Leads Collected, Leads by Regtype and Leads by Demographics. A downloadable listing of leads will also be available. This list may be filtered by the exhibitor in a number of ways. III. ASSUMPTIONS This SOW has been drafted to capture and represent the complete picture of the exhibitor services effort to be undertaken by Experient, as it is known today. However, both parties recognize that all details and needs may not yet be identified and that changes or alterations may be necessary or requested by the mutual consent of both parties. Client acknowledges that Experient cannot provide legal advice on contract formation, modification, cancellation and execution, and that Client has the sole responsibility to obtain independent legal counsel relative to any hotel, supplier or other contract required for Event or referenced in this Statement of Work. The parties acknowledge that multiple Events may be listed in Section I, above, and that performance, timing, pricing and other specifications listed herein are deemed singular and applied to all identified Events. SOW Client X Page 3 of 4

27 IV. CHANGE MANAGEMENT Client may, at any time, request additions to, deletions from, or revisions in, the services provided. Experient will have sole discretion as to whether or not to perform such additional or revised services. All such additional or revised services shall, subject to the parties reaching agreement as may be required under the next succeeding sentence, be executed under the terms and conditions of this Agreement or such other terms and conditions as specifically agreed to in writing by Client and Experient. If in Experient s reasonable opinion, any change in the services requested by Client causes an increase or decrease in the scope of the services to be performed or the scheduled completion date, Experient, in its sole discretion, may make an equitable adjustment in the financial arrangements and/or the scheduled completion date, with such changes being made and mutually agreed upon in writing by both parties. If either party refuses to agree to such changes, the additional or revised services will not be performed and the parties shall continue to perform the services otherwise specified in this Agreement. The parties acknowledge that any delays by Client in providing Experient with the necessary input or materials may affect Experient's performance hereunder. In the event of Client delays Experient may adjust its performance schedule accordingly without liability. V. AUTHORIZATION/SIGNATURES The persons signing this Agreement on behalf of Experient and Client, respectively, each warrant that they are authorized to execute agreements and bind their organizations to this Agreement. Client X Signature: Name: Title: Date: EXPERIENT, a Maritz Travel Company Signature: Name: Title: Date: SOW Client X Page 4 of 4

28 Section II STATEMENT OF WORK #5 INTERACTIVE SERVICES I. SUMMARY The purpose of this Statement of Work (SOW) is to detail the Interactive Services tasks and responsibilities of Experient in relation to the contract with Client X. Event(s) Client X Annual Meeting Year: Location: San Antonio, TX Orlando, FL San Francisco, CA Venue (s): Marriott San Antonio Riverwalk and Rivercenter Orlando Marriott World Center San Francisco Marriott Marquis Event Dates: May 27 May 31 May May 31 June 4 Estimated # Exhibitors: Event website url TBD TBD TBD II. PROJECT/EVENT MANAGEMENT Experient will construct a project timeline that outlines all of the key milestones, deliverables, and their due dates to be used to guide the work and set expectations for when items will be delivered or are due from the client. The duration of the project begins upon receipt of client requirements and ends on the last day of the performance hereunder. The critical milestones for the project are as follows: Critical Milestone Schedule III. Milestone Estimated Date (each year) Gather Continuing Education Unit requirements from February 1 Client Submit instructions to Interactive Department for March 1 Interactive Applications All onsite applications tested approved and ready for April 1 deployment Final Session Data grid received from Client X May 1 DESCRIPTION AND SCOPE OF DELIVERABLES The categories below outline the scope of service for Registration. The service deliverables are organized under these categories. CEU Manger DELIVERABLE COMPONENTS CEU Manager puts attendees in control of individual session verification and certificate production. SWE can gain valuable input form session attendees through CEU Manager s survey capabilities. Provide a branded online application that allows registrants to track their sessions and credits. Client X SOW Interactive Page 1 of 2

29 Approximately 150 sessions are accredited in CEU Manager. Credit can be earned for approximately 10 different certifications. Experient will provide one template for each certificate type. Certificate generation in HTML or PDF format Individual surveys must be completed to claim credit for each session. Experient utilizes date/time conflict checks No on site equipment is required. All attendees will access the site and print certificates via his/her own computer. CEU Manager website hosting will be provided for access at event and up to ninety (90) days post event. The look and flow of the site will remain unchanged compared to previous years without prior consultation with and agreement from Client X. Experient will provide standard usage reports within 30 business days after close of the event. IV. ASSUMPTIONS This SOW has been drafted to capture and represent the complete picture of the registration effort to be undertaken by Experient, as it is known today. However, we recognize that all details and needs may not yet be identified and that changes or alterations may be necessary or requested. V. CHANGE MANAGEMENT Client may, at any time, request additions to, deletions from, or revisions in, the services provided. Experient will have sole discretion as to whether or not to perform such additional or revised services. All such additional or revised services shall, subject to the parties reaching agreement as may be required under the next succeeding sentence, be executed under the terms and conditions of this Agreement or such other terms and conditions as specifically agreed to in writing by Client and Experient. If in Experient s reasonable opinion, any change in the services requested by Client causes an increase or decrease in the scope of the services to be performed or the scheduled completion date, Experient, in its sole discretion, may make an equitable adjustment in the financial arrangements and/or the scheduled completion date, with such changes being made and mutually agreed upon in writing by both parties. If either party refuses to agree to such changes, the additional or revised services will not be performed and the parties shall continue to perform the services otherwise specified in this Agreement. The parties acknowledge that any delays by Client in providing Experient with the necessary input or materials may affect Experient's performance hereunder. In the event of Client delays Experient may adjust its performance schedule accordingly without liability. VI. AUTHORIZATION/SIGNATURES The persons signing this Agreement on behalf of Experient and Client, respectively, each warrant that they are authorized to execute agreements and bind their organizations to this Agreement. Client X Signature: Name: Title: Date: EXPERIENT, a Maritz Travel Company Signature: Name: Title: Date: Client X SOW Interactive Page 2 of 2

30 Section III EXPERIENT PRICING, COMPENSATION AND CANCELLATION TERMS Client and Experient agree that the outline summary below of the depicted costs relating to the services and costs described in the respective Statements of Work will apply. All of the aforementioned conference management services will be provided to Client with the following compensation structure: I. EVENT DESCRIPTION Event Client X Annual Meeting Year: Location: San Orlando, FL San Francisco, Austin, TX Washington, Denver, Chicago, IL Antonio, TX CA DC CO Venue (s): Marriott Rivercenter JW Austin Marriott Wardman Park Sheraton Denver TBD Orlando Marriott World Center San Francisco Marriott Marquis Event Dates: May May May 31 June 4 May 30 June 3 May 29 June 2 May 28 June 1 May (tentative) Estimated # of 2,000 2,000 2,000 2,000 2,000 2,000 2,000 Participants per year: Total Room 5,095 5,095 5,095 5,095 5,095 5,095 5,095 Nights per year Event Date Tuesday Tuesday Tuesday Tuesday Tuesday Tuesday Monday Friday Pattern Saturday Saturday Saturday Saturday Saturday Saturday Number of Breakouts per year Number of Exhibits or Square Footage per year Twelve (exclusive of section and committee meetings) 30,000 square feet Twelve (exclusive of section and committee meetings) 30,000 square feet Twelve (exclusive of section and committee meetings) 30,000 square feet Twelve (exclusive of section and committee meetings) 30,000 square feet Twelve (exclusive of section and committee meetings) 30,000 square feet Twelve (exclusive of section and committee meetings) 30,000 square feet Twelve (exclusive of section and committee meetings) 30,000 square feet II. PRICING SUMMARY Service Details per Event Approximate Pricing per Event (in US Dollars) SOURCING SERVICES 2014 through 2020 Hotel Sourcing Services Site Inspections These services are being provided complimentary consistent with Experient being named as the authorized Booking Agent as in the Sourcing Statement of Work. Should commissionable room nights fall below XXX room nights ( Minimum ) per year, Client shall pay Experient $XX.XX for every commissionable room night below that Minimum. Experient will coordinate pre meeting hotel site inspections at no cost for a maximum of two days per year sourced. Pricing Section III Page 1 of 5 $0 $0

31 Service Details per Event Approximate Pricing per Event (in US Dollars) Supplier Sourcing Services Client X will pay travel, hotel and per diem expenses for the Experient Representative(s) to attend the inspections, and other Additional Costs as identified below. Supplier Sourcing is complimentary based on Experient receiving 10% commission from suppliers sourced on Client s behalf and subject to the Booking Agent clause below. Client signs all of its own Vendor contracts. $0 EVENT PLANNING SERVICES 2014, 2015 and 2016 Services Experient will provide these services complimentary upon Experient being paid for XXX total commissionable rooms from Hotel(s) ( Minimum Rooms ) where Experient is named as the commissionable Booking Agent. Onsite Staffing Included in price are Total Onsite Days of two (2) people for thirteen (13) days. In addition, Experient will provide up to three (3) days, including travel, for onsite planning meetings (typically held in November). The total bank of days equals 16 days. $0 $0 Additional onsite days will be billed at $XXX per person per day. Client will also pay travel, hotel and per diem expenses for the Experient Representative(s) to attend the inspections, and other Additional Costs as identified below. REGISTRATION SERVICES 2014, 2015 and 2016 Services Flat Fee based on up to XXX Registrants per event $0 Onsite Equipment Two computers, one printer and one server are included in registration pricing. Client X may be required to pay for any additional equipment needed. $0 Onsite Staffing Included in price are Total Onsite Days of one (1) person for seven (7) days. $0 Additional onsite days will be billed at $XXX per person per day. Client shall pay travel and per diem expenses for on site personnel. See also Section B, Additional Costs, below. LEAD RETRIEVAL 2014, 2015 and 2016 SWAP Lead There is no cost or revenue commitment to Client X for this service. $0 Retrieval INTERACTIVE SERVICES 2014, 2015 and 2016 CEU Manager Experient will provide programming and web hosting services for a flat annual $0 fee of $XXX. TOTAL PRICING $XX.XX Pricing Section III Page 2 of 5

32 III. IV. ADDITIONAL COSTS TRAVEL SERVICE AND MATERIAL FEES Client is responsible for the cost of the following services and materials: 1. At Client s request, Experient will purchase supplies or services on Client s behalf and may charge a handling fee. Supplies will be subject to appropriate sales or VAT or other taxes. 2. Name badge/ticket stock. 3. Postcards, stationery, envelopes, inserts, on site registration forms, and other materials needed for advance and onsite processing. 4. Client bank account maintenance (if applicable, application fees, deposit stamp and tickets, service fees, wiring/transferring funds out, bank account set up fees, currency conversion fees, processing fees for all credit card charges, etc.) 5. All Fiber optic/ethernet/t 1 charges if linking multiple registration areas via convention center fiber optic networks or for real time credit card processing and IP address assignments. 6. Round trip travel transportation (coach class at lowest reasonable fare) and associated fees for Experient staff to travel to Client offices, Events, and site visits. 7. Lodging for Experient staff on site (room, taxes and mandatory surcharges and fess automatically charged to room) 8. Hotel parking and/or local transportation from hotel to Event facility (if Event is not reasonable walking distance from Hotel), as well as ground transportation to/from airport. 9. Food and beverage for meals for on site days in which Client sponsored meals are not provided to Experient Staff. Standard Experient per diems will be applied. Alcoholic beverages will not be reimbursable. 10. Temporary staff for processing badges, on site, information, security, and distribution of badge holders, and other required services not being provided by Experient pursuant to SOWs. 11. FedEx or other special charges for shipment of advance and/or on site materials to/from Experient offices. This is applicable only for items that cannot be sent via ground transportation to ensure arrival prior to Event. 12. Inbound shipment of Experient on site equipment and supplies including hotel/convention center receiving and/or storage charges. 13. All Union/organized labor fees assessed by Event facility during set up and break down of equipment or materials, as well as during Event (if applicable). 14. All drayage to the registration and exhibitor service areas and warehouse storage. 15. Adequate on site registration and exhibitor services facilities including counters, tables, headers, drapes, and other supplies in each area. 16. Installation of phone/model lines, including handsets, 24 hour electricity, and security for each Experient on site area. 17. Note: Experient will pay the travel, on site, shipping and housing costs for the on site Lead Retrieval staff, if any. ADDITIONAL PRICING PARAMETERS BUNDLED PRICING Pricing herein is per event unless otherwise indicated. Client and Experient agree that if multiple services are contracted the pricing for each is developed based on the bundling of services. If Client adds a service, Experient reserves the right to create an addendum or new Statement of Work. If Client deletes sourcing, event planning or registration services, Experient reserves the right to recalculate pricing on the remaining services. MSA & SOWs AS AN OFFER The above pricing is an offer and is valid for Thirty (30) days after Client s receipt of Statement(s) of Work and Compensation Agreement. If any MSA, SOWs and/or this Compensation Agreement are not executed by this date, Experient reserves the right to revoke this offer and/or adjust pricing and delivery timeframes. Additionally, to the extent performance has begun towards any event, Experient reserves the right to stop performance if Client s MSA, SOW or this Compensation Agreement are not executed. BOOKING AGENT To the extent there are any commissions referenced in any SOW or above, Client and Experient agree that Experient will be the Booking Agent relative to hotel contracts pursuant to Experient s partnership agreements with hotels. All hotel contracts will be signed by Client. As the authorized Booking Agent, Experient will be paid a commission by the contracted Hotel(s) for booking Client s hotel rooms. Commissions are typically at Ten Percent (10%) of actualized commissionable sleeping rooms as per Experient s Pricing Section III Page 3 of 5

33 standard commission clause. Actual commission rates shall be as set forth in final group sales agreements (contracts) executed by client and hotel. Client agrees that any commissions due to Experient for booking these rooms are (i) paid directly by hotels in exchange for Experient bringing the business to the hotels; (ii) non transferable and non cancelable to another party; (iii) earned by Experient at the time the rooms are booked; and (iv) paid by hotels irrespective of any services that may be provided to Client. V. DEPOSITS AND PAYMENTS 2014, 2015 and 2016 Client agrees to pay for services per event per deposit schedule as follows: Payment Amount Due Per Event Due Date Per Event Deposit 1 $XX Due with signature of this Agreement. Due One hundred fifty (150) days prior to 2 nd and subsequent events Deposit 2 $XX Due Ninety (90) days prior to Event Final Deposit $XX Due Thirty (30) days prior to Event Final Reconciliation Billing of all final expenses Net thirty (30) days after invoice Any and all deposit payments made by Client to Experient shall be applied to payment obligations set forth above including cancellation fees, if any. To the extent that any payments are due directly from Client as may be described more fully in this Agreement, payment terms shall be Net Thirty (30) days. Any amounts that remain unpaid by Client after a due date shall be subject to a late payment charge of 1.5% per month until such amount is paid in full. VI. CANCELLATION A. 2014, 2015 and 2016 Events It is understood that this Agreement may be amended or cancelled at any time with the written consent of both parties. In the event that Client should decide to cancel this Agreement or cancel any of the 2014, 2015 or 2016 Events, except due to Force Majeure, Client shall pay cancellation charges to Experient based on the following sliding scale: Date of Notice of Cancellation 180+ days prior to next scheduled event (that is being cancelled) 179 to 90 days prior to next scheduled event (that is being cancelled) 89 0 days prior to next scheduled event (that is being cancelled) Fees Due to Experient (for each cancelled meeting) $XX $XX $XX In addition to the cumulative cancellation fees specified above for each cancelled Event, Client will pay Experient for costs incurred by Experient for any non refundable services and/or supplies ordered on behalf of Client for Client s Event(s). Such amounts will be invoiced by Experient to Client as soon as reasonably practicable following cancellation of this Agreement or any Event by Client. Client acknowledges that irrespective of whether this Agreement is cancelled, to the extent Client s Event(s) continue(s) to be held and Experient is named as the commissionable party in hotel contracts, Experient will continue to collect those hotel commissions ( Hotel Commissions ). If Hotel Commissions are incorporated into the pricing of this Agreement and Hotel Commissions are outlined in this Agreement as being used to offset Fees for any services, Experient will use those commissions to reduce cancellation fees referenced above. If this Agreement or any Event is partially cancelled in lieu of full cancellation, Experient may adjust cancellation fees accordingly. Experient may terminate this Agreement without a cancellation charge in the event that Client (i) fails to make payments due hereunder on the date or dates specified, (ii) breaches this Agreement or (iii) makes voluntary or involuntary assignment for the benefit of creditors or enters into bankruptcy proceedings. Client will still be financially responsible for payment of the services and supplies used prior to cancellation. Pricing Section III Page 4 of 5

34 All payments made by Client to Experient under this section shall be considered liquidated damages and not a penalty. B through 2020 Events Both Client and Experient agree not to invoke their right to cancel as noted above with respect to the 2017 through 2020 Events without first having made commercially reasonable efforts in good faith to resolve issues through discussions. Client will not be responsible for paying cancellation fees for 2017 through 2020 events if: (i) the cancelled event(s) are cancelled at least twenty four (24) months prior to the 2017 event occurring; or, (ii) this agreement is terminated pursuant to the provisions of paragraph VII (Multi Year Performance Termination Provisions) set forth below. Otherwise, Client will pay cancellation fees as noted above. In the event Client or Experient terminates this Agreement for reasons stated above and Experient was to be commissionable from contract hotel(s) or other suppliers, Experient will continue to receive those commissions in exchange for Experient booking the business for the hotel(s) and suppliers. Client will still be responsible for paying for services already rendered and all other outstanding amounts noted herein. VII. MULTI YEAR PERFORMANCE TERMINATION PROVISIONS Both Client and Experient retain a right of termination after the completion of each Event included within the attached SOWs. The right of termination will be based solely on the substantial dissatisfaction of either party with the other party s performance for the preceding conference. Termination of this Agreement under this multi year performance provision will proceed through a two tier notification process as described below: 1. Client or Experient will notify the other party in writing within Forty Five (45) days following an Event if they believe the other party failed to perform its obligations hereunder. 2. The alleged offending party has the right to prepare a proposal within Thirty (30) days of receiving the notice on how it will make satisfactory improvements for the remaining Event(s). If the receiving party is not satisfied in its reasonable discretion with the proposal, the receiving party must notify the alleged offending party within thirty days of its desire to terminate this Agreement. Both Client and Experient agree not to invoke this right without first having made commercially reasonable efforts in good faith to resolve issues through discussions. In the event Client or Experient terminates this Agreement for reasons stated above and Experient was to be commissionable from contract hotel(s) or other suppliers, Experient will continue to receive those commissions in exchange for Experient booking the business for the hotel(s) and suppliers. Client will still be responsible for paying for services already rendered and all other outstanding amounts noted herein. VIII. AUTHORIZATION/SIGNATURES The persons signing this Agreement on behalf of Experient and Client, respectively, each warrant that they are authorized to execute agreements and bind their organizations to this Agreement. Client X Signature: Name: Title: Date: EXPERIENT, a Maritz Travel Company Signature: Name: Title: Date: Pricing Section III Page 5 of 5