Vendor & Talent Terms

Incorporated by reference into the Studio J Events Company Vendor Services Agreement. This document is not signed separately. It applies at the version in effect on the Effective Date of the signed Agreement. Studio J retains a dated copy of each version for reference. The Vendor Code of Conduct (Exhibit C) is a separate shared document, posted on the same web page as these Standard Terms. Capitalized terms not defined here have the meanings given in the Agreement. References to "this Agreement" or "the Agreement" mean the signed Company Vendor Services Agreement together with its Exhibits, these Standard Terms, and the Code of Conduct.

Section 1: Independent Contractor Status
Vendor is and will remain an independent contractor. Nothing in this Agreement creates an employer-employee, partnership, joint venture, or agency relationship, and Vendor has no authority to bind Studio J. Vendor represents that it operates an independently established business, provides services of this type to other clients, controls the manner and means by which the Services are performed, and supplies its own tools, equipment, and personnel except as Studio J expressly provides in Exhibit A. Neither Vendor nor any of its personnel is eligible to participate in or receive benefits under any employee benefit plan, program, or arrangement of Studio J, including health coverage, any 401(k) or other retirement plan, and any bonus, incentive, or performance-bonus program, and Vendor waives any right to participate in or receive those benefits, even if a court or government agency later determines that Vendor or any of its personnel is an employee of Studio J. If Vendor is an individual or a business entity composed of one individual, Sections 1.2(f) and 1.4 of the Studio J Events Standard Vendor Terms (Individual Talent), posted on the same web page as these Standard Terms, also apply to Vendor as if set out here, with references to Talent meaning Vendor.

Section 2: Compliance, Venue Requirements, and On-Site Conduct
2.1 Personnel. Vendor will ensure all personnel performing the Services are qualified, properly trained, and conduct themselves professionally at all times. Vendor personnel will carry government-issued photo identification on site. Studio J may require the removal or replacement of any personnel it reasonably finds unsatisfactory, at no additional cost to Studio J.
2.2 Compliance with Law. Vendor will comply with all applicable federal, state, and local laws, regulations, and ordinances, including California wage-and-hour and worker-classification laws with respect to Vendor's own personnel. If Vendor supplies workers to perform the Services, Vendor will, on Studio J's request, certify in writing that it has paid all wages due to those workers and maintains workers' compensation coverage for them, and will provide reasonable records showing compliance.
2.3 Venue and End Client Requirements. Vendor will comply with the rules, security, credentialing, conduct, confidentiality, and insurance requirements of the Venue and the End Client that are attached to or described in Exhibit A or otherwise provided to Vendor in writing before the Call Time, as if set forth in this Agreement, and will cooperate with all check-in and security procedures. Vendor will also comply with applicable law and with safety and security instructions given on site by Venue security or Studio J's On-Site Contact.
2.4 Chain of Command. Except in a safety emergency, all questions, issues, requests, and changes relating to the Services will be directed exclusively to Studio J's On-Site Contact or Backup On-Site Contact. Vendor and its personnel will not seek direction from, or raise operational issues with, the End Client, the Venue, or event guests. In a safety emergency, Vendor personnel may contact Venue security or law enforcement directly and will notify Studio J as soon as it is safe to do so.
2.5 Conduct Standards. Vendor and its personnel will not possess, consume, or be impaired by alcohol, cannabis, or any controlled substance (other than medication lawfully prescribed and taken as directed that does not impair safe performance) while on site, except that this does not restrict a catering or bar-service Vendor from handling, tasting, serving, or transporting alcohol where alcohol service is within the scope of the Services. Vendor personnel will comply with the attire standard stated in Exhibit A and will not bring guests, family members, or animals on site without Studio J's prior written consent.
2.6 No On-Site Promotion or Solicitation. During the engagement and while on site, Vendor and its personnel will not distribute business cards or marketing materials, display branding except as approved, solicit business from the End Client or event guests, or use Studio J's Confidential Information to solicit business at any time. Nothing in this Section restricts Vendor from otherwise lawfully competing for or accepting work after the engagement.
2.7 Subcontracting. Vendor may not subcontract or delegate any portion of the Services without Studio J's prior written consent. Vendor remains fully liable for the performance of any subcontractor (whether or not Studio J consented) and for its compliance with this Agreement, will bind each subcontractor in writing to obligations at least as protective of Studio J as Sections 2, 3, 5, and 6 and the Code of Conduct, must provide Studio J with the subcontractor's on-site lead and a backup contact before the Event, and must promptly pay its subcontractors and suppliers and discharge any liens filed against the property of Studio J, the Venue, or the End Client arising from the Services. If the Services include work that alters, repairs, or is affixed to the Venue's real property, then as a condition of final payment Vendor will deliver a conditional waiver and release upon final payment on the statutory form (California Civil Code Section 8136) and, promptly after receiving final payment, an unconditional waiver and release upon final payment (Section 8138), together with the same from each subcontractor and supplier that has served a preliminary notice. Where Exhibit B provides for milestone payments, Vendor will deliver the corresponding progress-payment waivers (Sections 8132 and 8134) with each milestone payment.
2.8 Alcohol Service. If the Services include the sale, service, or handling of alcohol, Vendor will: (a) hold, and deliver to Studio J before the Event a copy of, every license, permit, and authorization required for that service, unless Exhibit A states that another party holds it; (b) use only servers who hold any responsible beverage service certification required by law; (c) not serve any person who is under 21, who cannot produce valid identification when asked, or who is obviously intoxicated; (d) stop service at the time stated in Exhibit A and immediately on instruction from Studio J's On-Site Contact, the Venue, or law enforcement; and (e) comply with the alcohol policies of the Venue and the End Client provided under Section 2.3. Liquor liability coverage is required under Section 3.1, and the Full insurance tier applies.

Section 3: Insurance
3.1 Coverage. Vendor will maintain, at its own expense: commercial general liability insurance of at least $1,000,000 per occurrence and $2,000,000 aggregate, including products-completed operations coverage; workers' compensation at statutory limits with employer's liability wherever Vendor has employees; and, if a vehicle is used in the Services, commercial automobile liability of at least $1,000,000 combined single limit. Vendors whose Services include the sale, service, or handling of alcohol will additionally maintain liquor liability coverage of at least $1,000,000 per occurrence. Studio J may require umbrella or excess coverage for engagements involving staging, rigging, pyrotechnics, or other elevated-hazard work. Studio J may also require professional liability (errors and omissions) coverage of at least $1,000,000 per claim for design, technology, or registration services, as stated in Exhibit A or B. For the Full tier, all policies will be issued by insurers rated A- VII or better by A.M. Best. Vendors that collect or process guest personal information (for example, registration, badging, or photo-booth services) will also maintain cyber liability coverage of at least $1,000,000 per claim. Sections 3.1 to 3.3 apply as modified by the insurance tier under Section 3.4.
3.2 Additional Insureds; Endorsements. Studio J, the Venue, and the End Client will be named as additional insureds on the commercial general liability and automobile policies for ongoing and completed operations, on a primary and non-contributory basis, evidenced by policy endorsement, for example ISO CG 20 10 and CG 20 37 or blanket equivalent. A certificate of insurance alone does not satisfy this Section. Vendor waives subrogation against Studio J, the Venue, and the End Client to the extent permitted by its policies.
3.3 Certificates; Site Access. Vendor will deliver a certificate of insurance and copies of the required endorsements before the Call Time. Vendor will not perform the Services, and will not be granted site access, until they are received, and will provide renewal certificates upon expiration. Under the Full tier, Vendor will give Studio J at least thirty (30) days' prior written notice of any cancellation or material reduction of required coverage. Vendor's insurance does not limit its liability under this Agreement. Vendor is responsible for its own equipment and property on site, and Studio J is not responsible for loss of or damage to them except to the extent caused by Studio J's gross negligence or willful misconduct.
3.4 Insurance Tiers. Exhibit B states one of the following tiers. If no tier is stated, the Full tier applies.
(a) Full: all coverage and endorsements in Sections 3.1 to 3.3, with Studio J, the Venue, and the End Client as additional insureds. The Full tier applies to any Services involving alcohol, food service, staging, rigging, structures or tents, power distribution, pyrotechnics or special effects, guest transportation, security, or staffing.
(b) Reduced: commercial general liability of at least $1,000,000 per occurrence naming Studio J as additional insured (which may be by blanket endorsement), evidenced by a certificate delivered before the Call Time; the Venue and the End Client need not be named, and primary and non-contributory wording is not required, unless their requirements provided under Section 2.3 require it. Under the Reduced tier, the cyber liability requirement in Section 3.1 applies where Vendor collects or processes guest personal information, and automobile liability must be at least $1,000,000 combined single limit where a vehicle is used in the Services.
(c) Waived: no certificate is required. The Waived tier is available only where Vendor performs no work on site and requires the written approval of Studio J's ownership. Under every tier, Vendor will maintain workers' compensation as required by law and automobile liability where a vehicle is used in the Services, and will meet any higher insurance requirement of the Venue or the End Client provided under Section 2.3.

Section 4: Indemnification
Vendor will, to the fullest extent permitted by law, indemnify, defend, and hold harmless Studio J, the Venue, the End Client, and their affiliates, officers, employees, and agents (the "Indemnified Parties") from claims, damages, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to Vendor's performance of the Services, Vendor's acts or omissions, negligence, willful misconduct, breach of this Agreement, or any claim by Vendor's personnel or subcontractors relating to their classification, wages, benefits, or working conditions, except to the extent a claim arises from the sole negligence or willful misconduct of that Indemnified Party. Vendor will separately indemnify, defend, and hold harmless the Indemnified Parties from any claim that the Services or Work Product infringe or misappropriate any third-party intellectual property rights. Studio J will give Vendor prompt written notice of any claim (a delay relieves Vendor only to the extent Vendor is materially prejudiced), and Vendor will defend the claim with counsel reasonably acceptable to Studio J. Studio J may participate with its own counsel at its own expense, and Vendor will not settle any claim in a manner that imposes any obligation on, or admits fault by, an Indemnified Party without Studio J's prior written consent.

Section 5: Confidentiality, Guest Data, and Non-Disparagement
5.1 Confidential Information. Vendor will hold in strict confidence all non-public information disclosed by or learned in connection with Studio J, including client identities, event details, guest information, pricing, and the existence and terms of the engagement ("Confidential Information"), and will use it solely to perform the Services. These obligations survive for three (3) years after completion of the engagement, except that they continue for as long as End Client identities, event details, and pricing remain non-public, and indefinitely as to trade secrets. Confidential Information does not include information that is or becomes public through no fault of Vendor, that Vendor already lawfully knew without restriction, or that Vendor lawfully receives from a third party without restriction. If Vendor is legally required to disclose Confidential Information, it will give Studio J prompt notice where lawful and disclose only what is required. On Studio J's request or at the end of the engagement, Vendor will return or destroy Studio J's Confidential Information. Notice under 18 U.S.C. Section 1833(b): an individual is immune from liability under federal and state trade secret law for disclosing a trade secret in confidence to a government official or an attorney solely for the purpose of reporting or investigating a suspected violation of law, or in a complaint or other document filed under seal in a lawsuit or other proceeding. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual's attorney and use it in the court proceeding if the individual files any document containing the trade secret under seal and does not disclose it except under court order.
5.2 No Photography or Posting. Vendor will not photograph or record the Event, or post, publish, or otherwise publicly disclose photographs, recordings, or non-public information about the Event, Studio J, the Venue, or the End Client, including on social media, without Studio J's prior written consent, except as the Media Use designation in Exhibit A permits. This restriction survives completion of the engagement. Nothing in this Section 5 restricts disclosures required by law or truthful statements to a government agency, or an honest review or account of the Party's own experience permitted by Section 5.4 that does not disclose Confidential Information, identify the End Client, or include photographs or recordings of the Event.
5.3 Guest Data and Privacy. If Vendor collects, receives, or processes any personal information of event guests in connection with the Services, Vendor acts as a service provider: Vendor will use that information solely to perform the Services, will not retain, use, disclose, sell, or share it for any other purpose, will not use it to train or improve any artificial intelligence model or for marketing, will delete it promptly after the engagement or upon Studio J's request, and will assist Studio J and the End Client in responding to consumer privacy requests as required by the California Consumer Privacy Act as amended. Vendor will notify Studio J in writing within twenty-four (24) hours after becoming aware of any actual or reasonably suspected unauthorized access to, or acquisition, use, loss, or disclosure of, guest personal information in Vendor's possession or control. Vendor will cooperate with Studio J and the End Client in investigating and remediating the incident, and not notify affected individuals or the End Client without Studio J's prior written consent except as required by law. Where Vendor processes guest personal information on behalf of Studio J or an End Client, Studio J discloses that information only for the limited and specified purpose of performing the Services described in Exhibit A, and Vendor will also: (a) not sell or share it, or combine it with personal information Vendor receives from any other source or collects from its own interactions with the individual; (b) comply with the California Consumer Privacy Act and provide the same level of privacy protection the Act requires; (c) notify Studio J in writing if Vendor determines it can no longer meet these obligations; and (d) permit Studio J, on notice, to take reasonable and appropriate steps to confirm that Vendor uses the information consistently with these obligations and to stop and remediate any unauthorized use.
5.4 Mutual Non-Disparagement. Neither Party will make false or disparaging statements about the other Party, or about the End Client, in any public forum. Nothing in this Section restricts either Party from making truthful statements to a government agency, in legal proceedings, or as otherwise required by law, from making truthful reports of unlawful conduct, or from giving an honest review or account of the Party's own experience.

Section 6: Intellectual Property; Media and Likeness
6.1 Work Product. Deliverables or materials produced specifically for Studio J in connection with the Services (the "Work Product") are deemed work made for hire to the extent permitted by law. To the extent any do not so qualify, Vendor hereby assigns to Studio J all right, title, and interest in them. If Vendor is an individual or a business entity composed of one individual, the first sentence of this Section 6.1 does not apply, and the assignment in the second sentence applies to all Work Product. Vendor will sign any further documents Studio J reasonably requests to confirm this assignment. If Vendor does not sign any such document within ten (10) days after Studio J's written request, Vendor appoints Studio J as its attorney-in-fact solely to sign that document on Vendor's behalf.
6.2 Pre-Existing Materials. Vendor retains ownership of its pre-existing intellectual property but grants Studio J a perpetual, irrevocable, worldwide, royalty-free license, sublicensable to the End Client, to use, display, reproduce, modify, and distribute such materials as incorporated into the Work Product.
6.3 Media; Incidental Capture. Vendor acknowledges that Studio J and the End Client may photograph and record the Event and that Vendor personnel may be incidentally captured. Vendor consents, and represents it has obtained from its personnel all consents necessary, to Studio J's and the End Client's use of such images for documentation, portfolio, and promotional purposes, subject to the Media Use designation in Exhibit A. Where the End Client's requirements restrict image use, including any restriction on images that include End Client employees, those restrictions control for that Event.

Section 7: Representations and Warranties
Vendor represents and warrants that it has the right, power, and authority to enter into and perform this Agreement; the Services will be performed in a professional and workmanlike manner; the Services and Work Product will not infringe or misappropriate any third-party rights; it will comply with all applicable laws; it and its personnel hold all licenses and permits required to perform the Services, including any applicable local health department permits and performing-rights licenses for copyrighted music (for example, from ASCAP, BMI, SESAC, or GMR); and its personnel are legally authorized to work in the United States and will carry government-issued photo identification on site. If any Services do not conform to these warranties, Vendor will, at Studio J's option, promptly re-perform them or refund the portion of the Fee attributable to them, without limiting Studio J's other remedies. A Vendor providing food will prepare it in permitted facilities in compliance with applicable food safety laws and will provide ingredient and allergen information on request.

Section 8: Limitation of Liability
Except for Vendor's indemnification and insurance obligations, breach of confidentiality or guest-data obligations, infringement of intellectual property, fraud, and gross negligence or willful misconduct, neither Party will be liable to the other for consequential, incidental, or punitive damages. Amounts Studio J must pay, refund, or credit to the End Client or the Venue because of Vendor's breach, and Studio J's reasonable cost of obtaining substitute services, are direct damages recoverable by Studio J and are not excluded by this Section. Studio J's total liability arising out of or relating to this Agreement will not exceed the total amounts payable to Vendor under Sections 4 and 5 of the signed Agreement. Nothing in this Agreement limits or excludes any liability that cannot be limited or excluded under California Civil Code Section 1668.

Section 9: Term and Termination
This Agreement begins on the Effective Date and continues until completion of the Services, unless earlier terminated. Vendor may not terminate or cancel for convenience, and any cancellation by Vendor other than under Section 10 is a breach. Either Party may terminate on written notice if the other materially breaches and fails to cure within ten (10) days after notice; Studio J may also terminate immediately where Vendor's breach cannot be cured before the Event. Studio J may terminate immediately for a breach of safety, security, Venue or End Client requirements, conduct standards, or confidentiality. Studio J may also terminate immediately if Vendor becomes insolvent, makes a general assignment for the benefit of creditors, or becomes the subject of any bankruptcy, receivership, or similar proceeding. Studio J may terminate for any reason on written notice, with payment determined under Section 5 of the signed Agreement. On any termination, Vendor will promptly return Studio J's property and materials, deliver any completed Work Product, and, except as Section 5 of the signed Agreement provides, refund any amounts paid for Services not performed.

Section 10: Force Majeure
Neither Party is liable for delay or failure to perform due to causes beyond its reasonable control that were not reasonably foreseeable at the time of contracting (a general awareness that epidemics or pandemics may occur does not make a specific outbreak or government order foreseeable) and that directly and proximately prevent performance, including acts of God, natural disasters, severe weather, fire, epidemics or pandemics, government orders, labor disputes, terrorism, or power or utility outages, provided the affected Party promptly notifies the other in writing and uses reasonable efforts to mitigate and resume performance. Increased cost or difficulty of performance alone does not excuse performance. If such an event prevents the Event from occurring, the Parties will first attempt in good faith to reschedule the Services, with amounts paid credited to the rescheduled date. If rescheduling is not practicable, Studio J's payment obligation is limited to Services satisfactorily performed before the Event and non-cancellable costs pre-approved in writing, and Vendor will promptly refund any amounts paid in excess of that amount. If such an event prevents Vendor's performance but not the Event, Studio J may engage a replacement, and Vendor will promptly refund any amounts paid for Services not performed.

Section 11: Miscellaneous
11.1 Assignment. Vendor may not assign this Agreement without Studio J's prior written consent. Subcontracting is governed by Section 2.7 above. Studio J may assign this Agreement without consent to an affiliate, to a successor to its business, or to the End Client for the relevant Event.
11.2 Notices. All notices will be in writing and delivered by hand, overnight courier, certified mail, or email to the addresses and email addresses stated in the Agreement. Notice by email is effective when sent unless the sender receives a delivery-failure message.
11.3 Severability. If any provision is held invalid, the remaining provisions remain in full force and effect.
11.4 Counterparts; Electronic Signatures. The Agreement may be executed in counterparts and delivered electronically, each deemed an original. Electronic signatures are valid and binding.
11.5 Survival. Sections 1, 2.2, 2.7, 3, and 4 through 11 of these Standard Terms, Sections 4, 5, 7, 8, and 9 of the signed Agreement, and any obligations intended to survive will survive termination or expiration of the Agreement.
11.6 Small Claims. For claims within the jurisdictional limits of small claims court, either Party may proceed in small claims court instead of mediation and arbitration under Section 9 of the signed Agreement, in the small claims court for San Mateo County, California.
11.7 Third-Party Beneficiaries. The Venue, the End Client, and the other Indemnified Parties are intended third-party beneficiaries of Sections 3.2 and 4 and may enforce them directly. This Agreement has no other third-party beneficiaries. Studio J and Vendor may amend or terminate this Agreement without the consent of any third-party beneficiary.
11.8 No Waiver; Remedies. A failure or delay in exercising any right is not a waiver of it, and a waiver is effective only if in writing. Studio J's rights and remedies under this Agreement are cumulative and in addition to any other rights and remedies available at law or in equity.
11.9 Mediation Period; Emergency Relief. Either Party may commence arbitration under Section 9 of the signed Agreement if the dispute is not resolved within thirty (30) days after either Party requests mediation. Either Party may, at any time and without first mediating, seek emergency injunctive or other provisional relief in aid of arbitration, including for a breach of the confidentiality, no-posting, or guest-data obligations, in the Superior Court of California for the County of San Mateo or the United States District Court for the Northern District of California, which will be the exclusive venue for that relief.
11.10 Disputed Amounts. Studio J may withhold any amount it disputes in good faith, with written notice to Vendor of the reason, and will pay the undisputed balance when due.

Part 1 - Company Terms