| Operator | Marvelous United, Inc. | |----------------|------------------------| | Effective date | August 11, 2026 |
| USE For event producers, freelancers, agencies, production partners, operations contractors, photographers, videographers, staffing vendors, or other service providers performing event work. Complete the SOW and insurance/data fields before signature. | |----|
Statement of Work (SOW)
| Field | Event / service details | |----|----| | Contractor | [Legal name / entity / address] | | Event / program | [Name, vertical, city, venue] | | Service period | [Start] through [End] | | Services | [Planning, production, staffing, audiovisual, registration, guest ops, photography, etc.] | | Deliverables / milestones | [List with acceptance dates] | | Event date(s) | [Dates/times] | | Budget authority | [None unless expressly stated; approved spend limit] | | Fees | [Flat / hourly / milestone; invoice terms] | | Approved expenses | [Categories/caps/pre-approval] | | Insurance required | [CGL / workers comp / auto / professional / cyber / liquor, as applicable] | | Personal data access | [None / registration / attendee / vendor / sponsor data] | | Subcontractors | [Approved names or “prior written approval required”] | | Work Product | [List deliverables assigned to Marvelous] | | Contractor Background Materials | [List or “None disclosed”] | | Special venue / safety requirements | [Permits, security, food, alcohol, accessibility, load-in/out, union rules] |
1. Services, Scope, and Change Control
Contractor will perform the Services and deliver the Deliverables in accordance with the SOW, event timeline, venue requirements, approved budget, safety requirements, and written change instructions. Contractor may not commit Marvelous to a vendor, venue, minimum spend, cancellation fee, media buy, talent fee, sponsorship term, or other financial or legal obligation unless Marvelous expressly authorizes that commitment in writing.
Changes to scope, fees, dates, or material deliverables require a written change order or updated SOW approved by both parties. Contractor will promptly disclose any condition reasonably likely to cause a material delay, budget overrun, safety issue, legal issue, or failure to meet an event milestone.
2. Personnel, Subcontractors, and Independent Performance
Contractor controls the manner and means of performing the Services, subject to the agreed results, schedule, venue rules, safety requirements, data-security requirements, and Marvelous approval rights. Contractor may use only personnel and subcontractors who are appropriately qualified and, where required by the SOW, pre-approved in writing. Contractor remains responsible for their acts and omissions and will bind them in writing to confidentiality, intellectual-property, security, safety, and compliance terms consistent with this Agreement.
3. Event Safety, Permits, and Compliance
Contractor will comply with applicable laws, venue rules, permit requirements, fire/life-safety rules, accessibility obligations applicable to Contractor’s scope, labor requirements, alcohol/food-service requirements applicable to Contractor’s work, and professional or trade licensing requirements. Contractor will not knowingly create or permit an unsafe condition and will immediately escalate material safety, security, harassment, medical, property, or crowd-control incidents to Marvelous and the appropriate venue/emergency personnel.
Contractor will not serve alcohol, operate security, transport guests, perform regulated professional services, or undertake another materially higher-risk activity unless that activity is expressly in the SOW and all required licenses, insurance, and approvals are in place.
4. Insurance
Contractor will maintain the insurance stated in the SOW and any insurance required by law for its business and personnel. Upon request, Contractor will provide certificates of insurance and, where commercially reasonable and specified in the SOW, endorsements naming Marvelous and relevant venue parties as additional insureds. Insurance does not limit Contractor’s contractual responsibility.
5. Fees, Expenses, and Vendor Funds
Marvelous will pay undisputed fees in accordance with the SOW. Contractor will not mark up third-party costs or receive undisclosed rebates, commissions, referral fees, or vendor consideration related to Marvelous spend unless the SOW expressly authorizes it. Reimbursable expenses require the stated pre-approval and supporting receipts. Contractor will not commingle participant, sponsor, ticket, or vendor funds with personal funds or collect money on Marvelous’s behalf unless expressly authorized in writing.
6. Confidentiality
Contractor will protect and use only for the Services all nonpublic Marvelous and AI Insiders information, including event plans, guest lists, attendee/member data, speaker information, sponsor terms, pricing, budgets, credentials, security plans, product plans, internal workflows, and partner information. Contractor will disclose Confidential Information only to approved personnel with a need to know and will promptly return or delete it on request or termination, subject to legal retention duties.
7. Personal Information, AI, and Security
If Contractor receives personal information, Contractor will process it only for the SOW purpose, follow Marvelous’s documented instructions, apply reasonable security, and not sell, share, enrich, or reuse it for Contractor’s marketing or unrelated purposes. Contractor will promptly report a suspected security incident affecting Marvelous data and cooperate with investigation and remediation. If requested, the parties will execute the AI Insiders Data Processing Addendum.
Contractor will not scrape directories, build external attendee/member profiles, run facial recognition or voice identification, or input restricted personal or confidential information into an AI system that uses the information for unrelated model training or service improvement without Marvelous’s written approval. No AI note bot, recording, or transcription system may be deployed in a private or restricted session without written approval and all required participant permissions.
8. Intellectual Property
8.1 Marvelous Materials
Marvelous retains ownership of Marvelous Materials, including Marvelous and AI Insiders trademarks, event names and vertical marks, software, databases/compilations, guest-selection and curation methods, templates, playbooks, creative direction, existing designs, event formats, internal data, and other pre-existing or independently developed materials. Contractor receives only a limited license to use approved Marvelous Materials to perform the SOW.
8.2 Work Product Assignment
All deliverables, designs, run-of-show materials, production documents, custom templates, reports, photography/video commissioned as Work Product, code, data structures, creative assets, and other materials specifically created by or for Contractor for Marvelous under the SOW and identified as Work Product (collectively, “Work Product”) will, to the extent legally eligible, be works made for hire for Marvelous. To the extent any right does not vest automatically, Contractor hereby assigns to Marvelous upon creation all right, title, and interest worldwide in the Work Product and associated intellectual-property rights. Contractor will execute reasonable documents to confirm or perfect those rights and, to the extent permitted by law, waives and agrees not to assert moral rights in the Work Product.
8.3 Background Materials
Contractor retains ownership of technology, know-how, templates, methods, software, and materials developed independently of the Services and identified as Contractor Background Materials. If Background Materials are incorporated into Work Product, Contractor grants Marvelous a perpetual, irrevocable, worldwide, royalty-free, transferable and sublicensable license to use, reproduce, modify, distribute, display, perform, create derivative works from, and otherwise exploit those Background Materials as part of or in connection with the Work Product.
9. Third-Party Materials and Vendors
Contractor will not include third-party materials, software, music, fonts, stock media, generative-AI assets, or other licensed elements in Work Product unless their terms permit the intended Marvelous use and Contractor has disclosed any attribution, usage, payment, expiration, or sublicensing restriction. Contractor will obtain necessary releases for Contractor-supplied personnel or talent appearing in commissioned media.
10. Representations and Warranties
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Contractor has authority to enter this Agreement and the Services do not violate another obligation.
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Services will be professional and workmanlike and will materially conform to the SOW.
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Work Product will be original to Contractor or properly licensed and will not knowingly infringe or misappropriate third-party rights.
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Contractor will maintain required business, tax, labor, professional, venue, and safety compliance applicable to Contractor’s scope.
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Contractor will disclose material conflicts of interest and undisclosed vendor compensation.
11. Indemnification
Contractor will defend, indemnify, and hold harmless Marvelous, its affiliates, venues to the extent required by an approved venue contract, and their respective officers, directors, employees, and agents from third-party claims, damages, losses, liabilities, costs, and reasonable outside attorneys’ fees arising from Contractor’s breach of Sections 3, 6, 7, 8, 9, or 10; bodily injury or property damage caused by Contractor’s negligence or willful misconduct; or Contractor’s employment, tax, or subcontractor obligations. Marvelous will provide reasonably prompt notice and cooperation.
12. Termination and Transition
Either party may terminate for uncured material breach after ten (10) days’ written notice where cure is reasonably possible. Marvelous may terminate an SOW for convenience on ten (10) days’ notice, paying undisputed fees for conforming Services completed and approved noncancelable third-party commitments authorized before notice, less amounts previously paid. Marvelous may immediately suspend Contractor’s site, system, data, or participant access for material safety, security, confidentiality, or legal concerns.
At termination or event completion, Contractor will provide a reasonable transition package, including current production files, vendor status, credentials owned by Marvelous, approved attendee/registration exports, Work Product source files, and open-issue list, and will return or delete Confidential Information and restricted personal information as directed.
13. Independent Contractor; No Authority
Contractor is an independent contractor and not an employee, partner, agent, joint venturer, fiduciary, broker, or corporate officer of Marvelous. Contractor is responsible for its personnel, taxes, insurance, equipment, and business operations. Contractor has no authority to bind Marvelous or promise sponsorship, admission, editorial, investment, vendor, or payment terms not expressly authorized in writing.
14. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, MARVELOUS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR LOST PROFITS, REVENUE, DATA, OR OPPORTUNITY. EXCEPT FOR PAYMENT OBLIGATIONS AND LIABILITY THAT CANNOT LEGALLY BE LIMITED, MARVELOUS’S AGGREGATE LIABILITY UNDER AN SOW WILL NOT EXCEED THE FEES PAID OR PAYABLE TO CONTRACTOR UNDER THAT SOW.
15. General
California law governs. Unless the parties sign a different dispute provision, exclusive venue lies in the state and federal courts located in San Francisco County, California. Marvelous may assign this Agreement to an affiliate or successor; Contractor may not assign or subcontract without written approval. Injunctive relief may be sought for unauthorized use of Confidential Information, data, or intellectual property. The parties will comply with applicable whistleblower and trade-secret immunity laws. This Agreement plus its SOW and any incorporated DPA is the entire agreement on the subject matter and may be amended only in a signed writing. Confidentiality, IP, data protection, indemnification, liability limits, payment obligations, and transition duties survive as applicable.
Signatures
The parties agree that electronic signatures and counterparts may be used to execute this Agreement to the extent permitted by applicable law.
<table> <colgroup> <col style="width: 50%" /> <col style="width: 50%" /> </colgroup> <thead> <tr> <th><p><strong>Marvelous United, Inc.</strong></p> <p>By: ______________________________</p> <p>Name: ____________________________</p> <p>Title: _____________________________</p> <p>Date: ______________________________</p> <p>Email: _____________________________</p></th> <th><p><strong>Contractor</strong></p> <p>By: ______________________________</p> <p>Name: ____________________________</p> <p>Title: _____________________________</p> <p>Date: ______________________________</p> <p>Email: _____________________________</p></th> </tr> </thead> <tbody> </tbody> </table>