_{^{DESCRIPTION OF SERVICE
Viva La Flora LLC shall provide the floral services, products, rental items and delivery/setup/breakdown services (herein collectively the “Floral Services”) described in the attached list (herein the “List”), which may be revised up to two (2) times to reflect changes made prior to the Event date. Following the signing of this Agreement, Clients may not make a reduction/elimination of Decor Services equal to more than twenty percent (20%) of the Total Fee at the time of the signing of the Agreement. Final Floral Services selections must be made no later than fourteen (14) days before the Event. A final List will be prepared two (2) weeks prior to the Event, at which point no decorative items may be canceled, but flowers for those items may be utilized for other floral arrangements subject to approval by Viva La Flora LLC. Additions and substitutions requested by Client less than two (2) weeks prior to the Event date are subject to approval by Viva La Flora LLC and will entail additional fees due immediately upon ordering. If a rental item is included with a floral arrangement, the rental fee is included in the arrangement price unless otherwise specified in the List.}}

_{^{EXCLUDED SERVICES
Viva La Flora LLC is not an event coordination company, and shall not be responsible for any services normally relegated to an event coordinator, including but not limited to: event timeline creation and management; running personal errands for Clients or Clients’ event guests; clean-up of items other than those provided by Viva La Flora LLC; audiovisual services; and coordination of any third party vendors, unless specifically stated above.}}

_{^{FEES & PAYMENTS
A non-refundable retainer fee (herein, the “Retainer Fee”) equal to fifty percent (50%) of the total fee (herein “Total Fee”) is due at the time of signing of this Agreement. Both this signed Agreement and the Retainer Fee are required to book Viva La Flora LLC’ Floral Services and reserve Clients’ Event date. The remaining balance is due in 2 payments.
First payment in the amount of thirty percent (30%) of the total fee (herein “Total Fee”) is due sixty (90) days prior to the Event Date. Final payment in the amount of twenty percent (20%) of the total fee (herein “Total Fee”) is due fourteen (14) days prior to the Event Date. Due to the custom nature of the Floral Services ordered, Clients agree that if payment is not made in full by the due date, Viva La Flora LLC shall be entitled to terminate this Agreement immediately and retain the non-refundable Retainer Fee and any other payments already made and shall have no obligation to render Floral Services for Clients’ Event.}}

_{^{Delivery, Setup/Breakdown Fee:
Clients shall be responsible for the payment of a delivery/setup/breakdown fee (herein the “Delivery/Setup/Breakdown Fee”) equal to twenty percent (25%) of the fee for floral arrangements, products and rental items (herein the “Floral Fee”).
Additional Consultations: Clients’ shall receive one (1) complimentary initial consultation prior to the preparation of this Agreement. Any additional consultations shall entail a fee of one hundred dollars ($100.00) per one-hour meeting (or seventy five $75 for half-hour meetings), whether the meeting is at Viva La Flora LLC’ studio, by online remote Video Conference or the Clients Event site.
Payments:
Payments shall be via cash, check/ACH, money order, or credit card (includes a 3.5% processing fee). Checks shall be made payable to Viva La Flora LLC and mailed to Viva La Flora LLC, 9019 Furrow Ave, Ellicott City, MD 21042. Returned checks will be charged a fee of thirty five dollars ($35.00), and all subsequent payments shall be made by cash, cashier’s check, money order or credit card.
Price Guarantee:
This Agreement is an offer that must be accepted within ten days of presentation to Clients to guarantee the availability of items and pricing.
Processing fee:
There will be a 3.5% processing fee on all credit card payments.}}

_{^{RENTALS
Clients’ rental items are included in the price of the Floral Fee ordered unless otherwise specified in the attached List. Any rental items requiring a return to Viva La Flora LLC must be returned by Client no later than one week following the Event if items are not picked up by Viva La Flora LLC on the night of the Event. If rentals are returned late, an additional day’s rental fee may be charged.
Damage Deposit:
If damage to rental items, Clients’ will be responsible for the replacement cost of the damaged item(s) with payment due upon rental return/pickup. Damaged items must be returned to Viva La Flora LLC; they do not become the property of Clients. Lost items are subject to payment by Clients of the replacement cost for those items.}}

_{^{SUBSTITUTIONS
Viva La Flora LLC reserves the right to make substitutions if the flowers received are not of the quality suitable for Clients’ Event.  In the event of substitutions, Viva La Flora LLC will make a good faith effort to maintain the integrity of the proposed color and design scheme and use flowers of equivalent value.}}

_{^{CLIENT RESPONSIBILITY
• Clients must provide Viva La Flora LLC with a final timeline of events for the Event day no less than five (5) days prior to the date of the Event, and Clients must promptly inform Viva La Flora LLC of any additional timeline changes subsequently made.
• Clients must keep Viva La Flora LLC apprised of any location changes or other pertinent changes relevant to Viva La Flora LLC’ services. Viva La Flora LLC’ must be informed of said changes by phone, with a follow-up email for a confirmation. If an email is sent, confirmation of receipt is required to satisfy notification requirements.
• Clients must promptly inform Viva La Flora LLC of any venue restrictions or guidelines at the Event venue(s) as soon as Clients become aware of any such restrictions. Clients understand and agree that Viva La Flora LLC will abide by any venue guidelines or rules and that they are outside of the control of Viva La Flora LLC.
• Clients understand and agree that Viva La Flora LLC shall not be answerable or liable in any way to any person not a signatory to this Agreement, including but not limited to, Clients’ parents and/or the bridal party.}} 

_{^{CANCELLATION; DATE CHANGES
In the event that either Client individually or both Clients jointly decide to cancel or call off the Event, or should Clients have a change of heart with respect to Viva La Flora LLC' Floral Services, a notice of termination of the Agreement must be given by Clients to Viva La Flora LLC in writing.
The following terms shall apply:
• Viva La Flora LLC shall be entitled to retain the non-refundable, non-transferable Retainer Fee identified in this Agreement regardless of when such a decision is made.
• If the notice of termination is received by Viva La Flora LLC sixty (60) days or less prior to the date of the Event, Clients shall also be responsible for payment of thirty percent (30%) of the remaining balance of the Total Fee under this Agreement, due within five (5) business days of Viva La Flora LLC’ receipt of the written notice.
• If the notice of termination is received by Viva La Flora LLC fourteen (14) days or less prior to the date of the Event, Clients shall be responsible for payment of one hundred percent (100%) of the remaining balance of the Total Fee under this Agreement, due within five (5) business days of Viva La Flora LLC’ receipt of the written notice.
If Clients decide, for any reason, to postpone or change the date of the Event, official notice must be given to Viva La Flora LLC in writing. The following terms shall apply:
• In order to apply the Retainer Fee and any already-tendered payments towards an alternate date, Clients must select and notify Viva La Flora LLC of a new Event date within 30 days of the notice to Viva La Flora LLC of the postponement/date change.
• A revised Floral Design Agreement must be executed by all Parties, subject to Viva La Flora LLC’ availability on the new Event date, and a one hundred fifty dollar ($150.00) rescheduling fee shall be due to Viva La Flora LLC.
• Clients will be responsible for any changes in price for any aspects of Viva La Flora LLC’ Floral Services for the new Event date and will be required to pay the difference of such new rates (in addition to the rescheduling fee and any prior balance payments still unpaid from the original Event date).
• If Viva La Flora LLC is unavailable for the new Event date and the notice to Viva La Flora LLC of the postponement/date change was given more than sixty (60) days prior to the Event, the non-refundable Retainer Fee shall be retained by Viva La Flora LLC.
• If Viva La Flora LLC is unavailable for the new Event date and the notice to Viva La Flora LLC of the postponement/date change was given sixty (60) days or less prior to the original Event date, Viva La Flora LLC shall retain the non-refundable Retainer Fee and Clients shall also be responsible for payment of thirty percent (30%) of the remaining balance of the Total Fee under this Agreement, immediately due to Viva La Flora LLC.
• If Viva La Flora LLC is unavailable for the new Event date and the notice to Viva La Flora LLC of the postponement/date change was given fourteen (14) days or less prior to the original Event date, Viva La Flora LLC shall retain the non-refundable Retainer Fee and Clients shall also be responsible for payment of one hundred percent (100%) of the remaining balance of the Total Fee under this Agreement, immediately due to Viva La Flora LLC.}}

_{^{PHOTOGRAPHY & PERMITTED USES
Clients agree that Viva La Flora LLC may use images from the Event for its portfolio, advertising, website, blog and magazine submissions and any other means of promotion of Viva La Flora LLC’ business.  Clients waive any right to payment, royalties or any other consideration for the use of the images.  Clients waive the right to inspect or approve the finished product, including written copy.  Viva La Flora LLC is hereby held harmless and released and forever discharged from all claims, demands, and causes of action which Clients, their heirs, representatives, executors, administrators, or any other persons acting on Clients behalf or behalf of the Clients’ estates have or may have by reason of this authorization.}}

_{^{LIMITATION OF LIABILITY 
Clients agree that, to the fullest extent permitted by law, Viva La Flora LLC’ maximum total liability for any claims, breaches or damages by reason of any act or omission shall be limited to the amount of the Fees paid by Clients. Clients agree that Viva La Flora LLC shall not be liable for any claims for punitive damages, consequential damages, emotional distress, mental anguish, lost profit, loss of enjoyment, lost revenues, and/or replacement costs, whether or not foreseeable and/or arising from any negligent act or omission on the part of any person.
Clients acknowledge that floral and event design is an artistic service and that Viva La Flora LLC is being retained to use its artistic skills and judgment to create the designs for Clients’ Event. Viva La Flora LLC does not offer refunds if Clients are dissatisfied with the designs created by Viva La Flora LLC for Clients’ Event.
Viva La Flora LLC is not responsible for any product defects or imperfect resources or supplies purchased at the request of Clients that may negatively impact or affect the Event, and Clients waive any right to pursue any claim or cause of action against Viva La Flora LLC for such.}}

_{^{FORCE MAJEURE
No Party to this Agreement shall be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to, acts of God (such as natural disasters), epidemics or pandemics, fire, Government restrictions (including the denial or cancellation of any export or other necessary license), wars, insurrections and/or any other cause beyond the reasonable control of the Party whose performance is affected.  In the event of such a force majeure event impacting Viva La Flora LLC ability to perform the Floral Services, Viva La Flora LLC will make all commercially reasonable attempts to locate a substitute vendor or products.  Additionally, flowers are sensitive to excessive heat, direct sunlight and lack of water, and Clients expressly agree and understand that Viva La Flora LLC shall not be responsible for any wilting or damage resulting from environmental conditions occurring after setup by Viva La Flora LLC.}}

_{^{CONFIDENTIALITY 
Viva La Flora LLC owns, possesses or controls certain trade secrets and other proprietary and confidential information acquired through the expenditure of time, effort and money, including, but not limited to, designs, schematics, plans, proposals, processes, pricing, supplier information and the specific terms of this Agreement (herein “Confidential Information”).  Clients agree to use all best efforts to protect Viva La Flora LLC’ interest in the Confidential Information and keep it strictly confidential.  This includes a covenant to not directly or indirectly disclose, allow access to, transmit or transfer the Confidential Information to any third party without Viva La Flora LLC’ prior written consent.}}

_{^{INDEMNITY
Clients agree to indemnify, defend and hold harmless Viva La Flora LLC and its employees, agents, independent contractors, officers, directors, members and/or managers for any injury, property damage, liability, claim or other cause of action arising out of or related to the acts or omissions of Clients and/or Clients’ Event's guests.}}

 _{^{GENERAL PROVISIONS
• ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements whether oral or written concerning the subject matter of this Agreement.
• MODIFICATIONS. Any modification or amendment to this Agreement requires the mutual consent of the Parties and must be made in writing and signed by all Parties.
• NO IMPLIED WAIVER. The failure of any Party to require strict compliance with the performance of any obligations and/or conditions of this Agreement shall not be deemed a waiver of that Party’s right to require strict compliance in the future, or construed as consent to any breach of the terms of this Agreement.
• NOTICES. All notices, requests or demands and other communications from any of the Parties hereto to the others shall be sufficient and shall be deemed given, made or served on personal delivery or seventy-two (72) hours after deposit with the U.S. Postal Service if sent by certified mail, postage prepaid, return receipt requested, to the other Party at the addresses set forth below, or at any different address as the Parties may later designate by written notice. All notices of cancellation/ termination must be written and signed by Clients and sent via CERTIFIED MAIL to Viva La Flora LLC at Viva La Flora LLC 9019 Furrow Ave, Ellicott City, MD 21042
• DISPUTE RESOLUTION. Any dispute or claim arising under or in any way related to this Agreement in excess of the Maryland Small Claims Court jurisdiction shall be submitted to neutral, non-binding mediation prior to the commencement of arbitration or any other proceeding before a trier of fact. The Parties to the dispute or claim agree to (1) act in good faith to participate in mediation; (2) to identify a mutually acceptable mediator; and (3) shall share equally in the cost of mediation. If the dispute or claim is resolved successfully through the mediation, the resolution will be documented by a written agreement executed by all Parties. If the mediation does not successfully resolve the dispute or claim, the mediator shall provide written notice to the Parties reflecting the same, and the Parties may then proceed to seek an alternative form of resolution of the dispute or claim, in accordance with the remaining terms of this Agreement and other rights and remedies afforded to them by law. Following unsuccessful resolution via mediation, any dispute arising under or in any way related to this Agreement in excess of the Maryland Small Claims Court jurisdiction submitted to binding arbitration. The Parties shall select a single arbitrator, and the arbitration shall take place in Fairfax County, Maryland. The arbitrator’s decision shall be binding on the Parties, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The prevailing Party in any arbitration, trial or other proceedings shall be awarded all filing fees, related administrative costs, and reasonable attorneys’ fees. Administrative and other costs of enforcing an arbitration award or judgment, including the costs of subpoenas, depositions, transcripts, witness fees, payment of reasonable attorneys’ fees and similar costs, will be awarded to the prevailing Party.
• COUNTERPARTS. This Agreement may be executed in counterparts. The execution of a signature page of this Agreement shall constitute the execution of the Agreement, and the Agreement shall be binding on each Party upon the date of the signature if each Party executes such counterpart.
• SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If an arbitrator or court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed and enforced as so limited.
• ASSIGNABILITY AND PARTIES OF INTEREST. No Party to this Agreement may assign, directly or indirectly, all or part of its rights or obligations under this Agreement without the prior written consent of the other Party. Nothing in this Agreement, express or implied, will confer upon any person or entity not a Party to this Agreement, or the legal representatives of such person or entity, any rights, remedies, obligations, or liabilities of any nature or kind whatsoever under or by reason of this Agreement, except as expressly provided in this Agreement.
• CONTROLLING LAW; JURISDICTION. The validity, construction, and enforceability of this Agreement shall be governed in all respects by the laws of the State of Maryland. If any dispute arises in connection with or relating to this Agreement or relating to a claim which arises hereunder, then the Parties agree that the proper jurisdiction shall be Fairfax County, Maryland, and the Parties waive any defense of personal jurisdiction or lack of venue.}}