Forty Two Inc – Production & Equipment Rental Agreement
PRODUCTION & EQUIPMENT RENTAL AGREEMENT
This Production & Equipment Rental Agreement (“Agreement”) is entered into by and between Forty Two Inc., an Ohio corporation (“Provider”), and the undersigned client (“Client”), as of the date set forth on the applicable Service Order.
This Agreement governs all production services, equipment rentals, labor, and related services provided by Provider and shall be incorporated into and made part of any Service Order, Quote, Proposal, or Statement of Work issued by Provider (each, a “Service Order”).
1. Scope of Agreement
This Agreement governs the provision of professional event production services, technical labor, equipment rental, systems integration, and related services (“Services”) as described in the applicable Service Order.
The following documents are expressly incorporated by reference and collectively govern the parties’ relationship:
This Production & Equipment Rental Agreement
The applicable Service Order(s)
The General Terms & Conditions
The Severe Weather & Lightning Safety Policy
Any written riders, schedules, or exhibits executed by the parties
In the event of a conflict, the order of precedence shall be:
Service Order
This Agreement
General Terms & Conditions
Safety & Weather Policies
2. Scope of Services
Provider shall furnish professional event production services, technical labor, equipment rental, system integration, and related support as described in the applicable Service Order.
Provider retains sole discretion regarding:
Staffing levels and crew assignments
Equipment selection and deployment
Technical configuration and operational methods
Unless expressly stated otherwise in writing, Provider does not guarantee uninterrupted performance or specific production outcomes.
3. Term & Scheduling
Services shall be performed on the dates and times outlined in the applicable Service Order.
Scheduling is subject to:
Receipt of required deposits
Availability of personnel and equipment
Site readiness and safety conditions
Provider reserves the right to adjust schedules due to safety, access, weather, or other operational concerns.
4. Fees, Deposits & Payment Terms
Unless otherwise stated in writing:
A non-refundable deposit may be required to secure dates and equipment.
All remaining balances are due upon receipt of invoice.
Past-due balances accrue interest at 1.5% per month or the maximum rate permitted by Ohio law.
Client is responsible for all reasonable collection costs, including attorneys’ fees.
Failure to remit payment may result in suspension or termination of Services without liability.
5. Equipment Rental & Risk of Loss
All equipment remains the sole and exclusive property of Provider at all times.
Risk of loss, theft, or damage transfers to Client upon load-in or delivery and remains with Client until equipment is returned, inspected, and accepted by Provider.
Client shall be responsible for:
Full replacement cost of lost or damaged equipment
Repair labor and parts
Loss of use and downtime
Equipment may not be sub-rented, relocated, modified, or operated by unauthorized personnel.
6. Site Conditions & Client Responsibilities
Client represents and warrants that all venues, access points, power sources, rigging locations, and working conditions are safe, compliant, and suitable for professional production operations.
Provider may suspend or terminate work without liability if site conditions are unsafe, noncompliant, or materially different from those represented.
7. Weather, Safety & Environmental Conditions
All outdoor or partially exposed Services are governed by the Severe Weather & Lightning Safety Policy, incorporated herein by reference.
Provider retains sole authority to:
Delay, suspend, or terminate operations
Power down or strike equipment
Evacuate personnel
Weather-related interruptions shall not relieve Client of payment obligations.
8. Cancellations, Postponements & Delays
Unless otherwise stated in writing:
Cancellation within 14 days of load-in results in 100% of contracted fees due.
Cancellation outside 14 days remains subject to all incurred and committed costs.
Rescheduling is subject to availability and Provider approval.
Weather-related delays or suspensions do not constitute cancellation or breach.
9. Insurance
Client shall maintain appropriate commercial general liability insurance covering the event and shall provide proof upon request.
Provider maintains commercially reasonable insurance for its operations but does not insure Client property, attendees, or third-party property.
10. Indemnification
Client shall defend, indemnify, and hold harmless Provider, its officers, directors, employees, contractors, and agents from any and all claims, damages, liabilities, losses, and expenses arising out of or related to:
Client’s event or activities
Use or misuse of equipment
Acts or omissions of Client, attendees, or third parties
Breach of this Agreement
11. Limitation of Liability
To the fullest extent permitted by Ohio law:
Provider shall not be liable for indirect, incidental, consequential, punitive, or special damages.
Provider’s total liability shall not exceed the total amount actually paid by Client under the applicable Service Order.
12. Independent Contractor Relationship
Provider is an independent contractor and not an employee, partner, joint venturer, or agent of Client.
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13. Intellectual Property
All system designs, layouts, documentation, workflows, drawings, and technical materials remain the intellectual property of Provider unless otherwise agreed in writing.
14. Force Majeure
Provider shall not be liable for delays or non-performance caused by events beyond its reasonable control, including but not limited to acts of God, severe weather, labor disputes, supply chain disruptions, governmental actions, or venue restrictions.
15. Governing Law & Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to conflict-of-law principles. Venue shall lie exclusively in the state or federal courts located within Ohio.
16. Acceptance
Execution of a Service Order, issuance of a purchase order, or acceptance of services constitutes full acceptance of these Terms.