Event planning and management contract (exhibition, trade fair, exhibition)

[Event Planning and Management Contract (Exhibitions, Trade Fairs, Exhibitions)]

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★This is a template for a business outsourcing contract that an event organizer (exhibition, trade fair, exhibition, etc.) uses to outsource the planning and management of the event to an event planning and production company.

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Please also refer to this contract template.
Event Planning and Management Contract (Music Live, Concert)
https://akiraccyo.thebase.in/items/88086534
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*The attached specification document will contain the details of the event, the work involved, and the required specifications.
→The target events are "exhibitions, trade shows, exhibitions, etc.", so we have attached a sample specification sheet that matches this. (It lists specifications such as the booth to be set up within the event venue, the exclusive exhibition space for the organizer and exhibiting companies, the size of the exhibits, and the shared space within the booth.)

★The copyright ownership for the deliverables obtained as a result of Party B (event planning and production company) carrying out this work is as follows.
→Copyright for the deliverables will be transferred from Party B to Party A upon completion of inspection.
However, the copyright of any works that Party B or a third party owned independently prior to the execution of this Agreement or any works that are available for general use shall remain with Party B or the third party.
(Party B shall grant Party A a license to use the copyright to the extent necessary for the use of the deliverables.)
→ Party B shall not exercise its moral rights as an author regarding the Deliverables against Party A.
→If the creator of the deliverables is a corporation or individual other than Party B, Party B guarantees to Party A that the creator will not exercise the moral rights of the author.

★Reference (Our office website)
Event, Live, Festival Producer Contract
https://keiyaku.info/s_event03.html
Event, live, and festival performance contracts
https://keiyaku.info/s_event02.html
Event, live, and festival sponsorship agreements
https://keiyaku.info/s_event01.html
Contracts for entertainment agencies, talents, models, and musicians
https://keiyaku.info/e_production01.html
Contract law for content business and related industries
https://keiyaku.info/contents02.html

★ Clauses included in the "Event Planning and Management Contract (Exhibitions, Trade Fairs, Exhibitions)"
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Article 1 (Purpose and Event Display)
Section 1: This section specifies the purpose and events of this Agreement.
Party A will entrust Party B with the work (the Work) related to the planning and management of the event (the Event), and Party B will accept this contract.

Section 2: This section stipulates that the business will consist of several tasks related to the event.
(The following tasks are listed here. Please make additions, deletions, or other changes as necessary.) In addition, the work content and required specifications for this event will be described in the attached specifications.

(1) Work related to coordinating (hearing) with Party A regarding the content
(2) Planning and drafting work
(3) Work related to creating schedules and managing progress from planning and production to operation
(4) Work related to the creation of proposals and presentations of proposals
(5) Liaison and coordination with Party A and third-party stakeholders
(6) Arranging the venue
(7) Arranging staff and performers during the preparation and on the day of the event
(8) Advertising-related business
(9) Work related to labor cost calculations and cost estimates
(10) Work related to the creation and operation of P/L (budget, sales, and profit management)
(11) Operations related to the day of the event
(12) Business related to the delivery of the Deliverables set forth in Article 8
(13) Any work that is determined to be included in the Work after separate discussion between Party A and Party B.

Article 2 (complete agreement)

Article 3 (Business Supervisor)
These are regulations regarding business managers.
→ Party A and Party B shall each appoint a business supervisor in order to fulfill this contract.

Article 4 (Safety Management)
These are regulations regarding safety management.
→ Party B will take out the necessary health and safety insurance when carrying out this work and will proceed only after confirming safety.
→ In carrying out the work in question, Party B shall take all necessary precautions to protect existing buildings and equipment, and shall compensate for any damage or impairment at its own responsibility and expense.

Article 5 (Reconsignment)
These are regulations regarding subcontracting.
→ Party B may not subcontract all of the work to a third party.
However, part of the work may be subcontracted to a third party only with the prior written consent (including electronic documents) of Party A.

Article 6 (Provision of Equipment, Fixtures, etc.)
This provision states that Party A can provide Party B with equipment, supplies, etc. to the extent necessary for the performance of the work in question.
→When running an event (exhibition, trade fair, exhibition, etc.), the organizer may provide equipment, supplies, etc. to the event planning and production company.
(Examples: special equipment used by the organizers at each event, special monuments displayed at each event, etc.)

Article 7 (Submissions, materials, etc.)
These are regulations regarding "submissions submitted by Party B to Party A" and "materials, etc. provided by Party A to Party B."

Article 8 (Delivery of Deliverables)
These are the regulations when deliverables are to be delivered.
In carrying out the Work, Party B shall deliver the deliverables specified in the Attachment to the specified delivery location by the specified delivery date.

Article 9 (Inspection and delivery of deliverables)
These are regulations regarding the inspection period and procedures in contract agreements.
→ It is necessary to clarify the criteria for completion of work (the right to claim compensation).
For this reason, it is necessary to clarify the inspection period and procedures.

*In paragraph 1, the inspection period for the booths set up at the venue of the Event will be different from that for other deliverables.

Article 10 (Liability for non-conformity of deliverables with the contract)
This is a provision regarding "liability for non-conformity with contract."
→If a non-conformity is discovered within a specified period after delivery of the deliverables, Party A may request Party B to correct the non-conformity.
→ Under the revised Civil Code that came into effect in 2020, the term "defect" is no longer used, and instead the expression "something that does not conform to the content of the contract" is used.

Paragraph 5: The limitation period for liability for non-conformity of the contract, "within six months after the completion of the inspection," is shorter than the provision of Article 637, Paragraph 1 of the Civil Code (within one year from the time the purchaser becomes aware of the non-conformity). (This period seems to be used in many cases, but if it is in favor of Party A, the period should be extended to "within one year after the completion of the inspection.")

Article 11 (Consideration and payment method)
This stipulates the fee that Party A will pay Party B for the services in question and the method of payment.

Paragraph 1: Specifies the amount of consideration.
→The "compensation" for creating a work and transferring its copyright includes the following:
- Compensation for creative work/Compensation for copyright transfer → Article 12 of this agreement states that "Compensation for copyright transfer shall be included in the compensation for the work in question."
(If the compensation includes the compensation for copyright transfer, the breakdown may be specified, such as "how much is the work fee (contract fee)" and "how much is the compensation for copyright transfer.")

Clause 2: Party A will pay Party B the fee for the work in two installments: an initial fee and the remaining balance. The payment method will be by bank transfer to the bank account designated by Party B.

Clause 3: The costs necessary for the performance of the Services shall be included in the price of the Services.

Article 12 (Copyright of Deliverables and Payment of Copyright Royalties)
Paragraphs 1 to 3: These are provisions regarding the attribution of copyright for the deliverables.
→Copyright for the deliverables will be transferred from Party B to Party A upon completion of inspection.
However, the copyright of any work that was owned by Party B or a third party prior to the execution of this Agreement or any work that is generally available for use shall remain with Party B or the third party. (Party B shall grant Party A permission to use such copyright to the extent necessary for the use of the deliverables.)
→ Party B shall not exercise its moral rights as an author regarding the Deliverables against Party A.
→If the creator of the Deliverables is a corporation or individual other than Party B, Party B guarantees to Party A that the creator will not exercise the moral rights of the author.

Section 4: Provisions regarding payment of copyright royalties.
→ Party B will check the title of the music used at the event, prepare the application documents to copyright management companies such as JASRAC, and handle the payment of copyright royalties. Please note that Party A will be responsible for paying royalties to copyright management companies such as JASRAC.

Article 13 (Liability for Infringement of Rights)
It stipulates that Party B guarantees to Party A that the Deliverables in question will not infringe the rights of third parties.
It also stipulates compensation to Party A in the event of infringement.

Article 14 (Prohibition of Transfer of Rights and Obligations)

Article 15 (Liability for damages, exemption from force majeure)
Section 1: This is a typical example of a provision regarding compensation for damages.

→ A provision limiting the scope of compensation for damages has been added to the general provision that "Party A and Party B shall compensate the other party for damages if they cause damage to the other party in connection with this Agreement."

→ "Profit from performance" refers to the profit that would have been earned if the contract had been performed as per the contract.
→ "Profit from fulfillment" includes both "lost profits" and "expenses that would not have been incurred if the contract had been fulfilled."
→ "Lost profits"
For example, if Party B fails to carry out the work entrusted to it by Party A, this constitutes a breach of contract by Party B. The profits Party A would have earned if Party B had carried out the work are called lost profits.
→ "Expenses that would not have occurred if the performance had been carried out"
If Party A is forced to make expenditures because Party B has not fulfilled the contract as per the agreement, then Party A has incurred "expenses that would not have been incurred if the contract had been fulfilled."

[Scope of damages: Civil Code provisions]
If the scope of damages stipulated in the following article (Article 416 of the Civil Code) is excessive, the scope of liability for damages will be limited by contract.
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Civil Code Article 416 (Scope of damages)
1. The purpose of a claim for damages for breach of obligation is to obtain compensation for the damages that would normally arise from such breach.
2. Even if damage has arisen due to special circumstances, the creditor may claim compensation if the parties foresaw or could have foreseen those circumstances.
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"Intentional": An act that is performed with the knowledge of the situation and the acceptance of the consequences that will occur (an intentional act).
"Negligence": Failure to exercise due care despite foreseeing the consequences and being able to avoid them.
"Gross negligence": A state of gross lack of attention, such as when a consequence could have been easily foreseen and avoided with a little care, but the driver simply ignored it. For example, if you are driving a car and suddenly run into someone and hit them, the tort of negligence will be established. However, if the accident occurs because you are driving significantly over the speed limit, the tort of gross negligence (serious negligence) is more likely to be established.
"Except in cases of intent or gross negligence": This does not include mere "negligence," so the case is in favor of the person who committed the negligence.

Section 2: Provides for exemption from liability for force majeure.

Article 16 (Confidentiality)
It stipulates the confidentiality obligations between the contracting parties.
The confidentiality obligation is usually stipulated to remain in effect even after the contract ends (or for a certain period such as "three years").
In addition, if it is necessary to more clearly identify "confidential information," it may be specified as "information provided or disclosed by the parties with the intention that it be confidential."

Article 17 (Personal information)
These are regulations regarding the handling of personal information.
→In the course of carrying out work related to event planning and management, Party A may provide Party B with personal information about customers and employees.

Article 18 (Validity Period of Contract)
Since this contract concerns the outsourcing/contracting of work related to the planning and management of a specific event, the validity period of this contract is set to a specified date.
However, Party A and Party B may extend the validity period of this Agreement for a specified period upon separate consultation.

Article 19 (Termination of Contract)
This clause stipulates the right to terminate this contract and also explicitly provides for claims for damages.
Under the Civil Code, if the other party fails to fulfill its contractual obligations, the right to terminate arises (statutory right to terminate, Civil Code Articles 541 and 543). In addition to the statutory right to terminate, this clause adds grounds for termination by agreement (items 1 to 13) and also provides that the contract can be terminated without notice.

Article 20 (Exclusion of anti-social forces)

Article 21 (Governing Law, Consultation, Jurisdiction)
"The district court or summary court with jurisdiction over the location of Party A's head office" can also be written as, for example, "the district court or summary court with jurisdiction over the location of the plaintiff's head office" or "Tokyo District Court or Tokyo Summary Court."
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~Contents of the specification sample~
[Contents of this event]
[Work content related to this project]
[Requirement specifications for this business]
[Party A's exclusive exhibition space]
<Transported item summary>
<Exhibit overview>
[Other operations of the booth]
[After the event ends]
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* Includes annotations and comments. WORD file format, so you can customize it however you like.
★We also accept customization on our side (separate quote required).

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