1.      Description of Work.  Horne Audio, Inc. (hereafter know as "Horne") agrees to furnish all labor and materials and perform all work necessary to perform the audio services described in the attached Exhibit A (the “Audio Services”).  Horne may, in its sole discretion, employ such independent contractors as it deems necessary or appropriate to perform all or a portion of the Audio Services.

All sales, new or used, are final. Returned sales are allowed for exchanging defective product only, and are not allowed for cash refund.

2.      Compensation; Payment Terms.  Client named on estimate, and any other enforcable parties (hereafter know as "Owner") agrees to pay Horne an amount agreed upon in a provided estimate of work (the “Contract Price”) for the Audio Services or Sales. Horne shall submit a final invoice to Owner for the balance of the Contract Price upon completion of the Audio Services, and Owner shall pay such invoice in full upon receipt thereof.  Owner shall pay Horne a late payment charge on any invoice not paid in full within thirty (30) calendar days after the date thereof equal to 1.5% per month of the unpaid balance, or if such 1.5% is deemed to be unenforceable under applicable law, the highest late payment charge permissible under applicable law.

3.      Premises.  Owner represents, warrants and covenants to Horne that: (a) Owner holds, and will continue to hold, fee simple title to the property on which the Audio Services are to be performed (the “Premises”) or otherwise possesses, and will continue to possess, the legal authority to grant Horne and its employees and other agents the right to access the Premises and perform the Audio Services thereon; (ii) the Premises and all structures and equipment therein and thereon are and will continue to be in compliance with all applicable federal, state and local safety regulations; and (iii) Owner has obtained and will maintain in effect all licenses, permits and other authorizations required for the events contemplated hereby.  Owner will grant Horne and its employees and other agents such access at and for such time as Horne deems necessary or appropriate to perform its obligations hereunder.

4.      Insurance.  Owner represents, warrants and covenants to Horne that Owner has obtained and shall at all times maintain in effect a personal property insurance policy, naming Horne as an additional insured or loss payee, insuring against all perils normally and customarily insured against in connection with the events contemplated hereby.  Owner represents, warrants and covenants to Horne that Owner has obtained and shall at all times maintain in effect a liability insurance policy naming Horne as an additional insured or loss payee, insuring against all liabilities of any kind or nature (including without limitation liabilities arising under any statute, ordinance or regulation relating to the events contemplated hereby and liabilities arising any claim for personal injury, death or property damage to any person or party whatsoever) arising from or relating to the events contemplated hereby.

5.      Warranty; Disclaimer of Warranties.  Horne warrants that it shall perform the Audio Services in a good and workmanlike manner.  HORNE MAKES NO OTHER WARRANTIES WHATSOEVER TO OWNER AND EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  Owner acknowledges that neither Horne, nor any of its employees or representatives, have made any other representations or warranties, and that Owner is not relying on any such representations or warranties in entering into this Agreement.

6.      Limitation of Liability.  Owner acknowledges and agrees that Horne’s liability with respect to, arising from, or in connection with this Agreement, shall be limited to the compensation that Owner has paid to Horne hereunder, and Horne shall not be liable for any claim or damage in excess of such compensation.  Under no circumstances shall Horne be liable to Owner for any consequential, incidental, indirect or special damages, including without limitation damages for loss of use, revenues or profits, or any punitive or exemplary damages, arising out of, resulting from, or in any way related to, this Agreement, notwithstanding the failure of essential purpose of any limited remedy herein.  This exclusion shall apply regardless of whether such damages are sought based on breach of contract, breach of warranty, negligence, strict liability in tort, or any other legal or equitable theory.

7.      Force Majeure.  Horne shall have no obligation or liability whatsoever arising out of or in connection with any delay or failure to perform any of its obligations under this Agreement, or any loss or damage incurred by Owner as a result thereof, if such delay or failure is caused, in whole or in part, either directly or indirectly, by any act of neglect of Owner, or any employee, agent or representative of Owner, adverse weather conditions, act of God, strikes or other labor troubles, shortage or failure of supply of plants and materials, unavoidable casualties, or any other occurrence, act, cause or thing beyond the control of Horne, whether related or unrelated or similar or dissimilar to any of the foregoing, which prevents, hinders or makes fulfillment of this Agreement impractical, any of which shall, without liability, excuse Horne from performance of this Agreement.

8.      Indemnification.  Owner shall indemnify, defend and hold harmless Horne and its affiliates, directors, officers, shareholders, employees and agents (collectively, the “Indemnified Parties”), from and against any and all claims, obligations, liabilities, losses, suits, penalties, judgments, actions, costs, expenses and disbursements of any kind or nature whatsoever, including without limitation reasonable attorneys’ fees (collectively, “Losses”) that may at any time be incurred by or asserted against any Indemnified Party in connection with or relating in any way to the provision of Audio Services hereunder; provided, however, that Owner shall have no obligation to any Indemnified Party hereunder with respect to any Losses caused solely by the negligence of such Indemnified Party.

9.      Arbitration.  All disputes, differences or questions arising out of or relating to this Agreement, or the validity, interpretation or breach of this Agreement, shall be solely resolved by arbitration in accordance with the arbitration rules of the Arbitration Service of Portland, Inc. that are in effect at the time the arbitration is initiated, and judgment upon the award rendered pursuant to such arbitration may be entered in any court having jurisdiction thereof.

10.   Collection Costs and Attorneys’ Fees. If Owner fails to pay any sum owing to Horne hereunder, Owner shall reimburse Horne for all costs and expenses of collection, including without limitation reasonable attorneys’ fees, whether or not arbitration or litigation is commenced.  If arbitration or litigation is commenced, Horne shall be entitled to receive, in addition to all other sums and relief, its costs and attorneys’ fees, incurred both at and in preparation for arbitration and/or trial and any appeal or review, such amount to be set by the arbitrator or court(s) before which the matter is heard.

11.   Miscellaneous.  This document and the attached Estimate constitute the entire, final and complete agreement and understanding of the parties regarding the subject matter hereof.  No modification or amendment of this Agreement shall be valid, unless the same is in writing and signed by duly authorized representatives of both parties.  The provisions of this Agreement shall inure to the benefit of, and shall be binding upon, the parties and their respective successors and assigns.  In the event any provision or portion of this Agreement is held to be unenforceable or invalid by any court of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect and shall in no way be effected or invalidated thereby.  No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver.  This Agreement shall be governed, construed and enforced in accordance with the laws of the State of Oregon, without regard to its conflict of law principles.