WHEREAS, Sponsor has determined to provide financial support for the Event in exchange for certain promotional rights to be provided by Organizer;
NOW, THEREFORE, in consideration of the mutual agreements and promises contained herein, the parties hereto agree as follows:
2.2 Organizer shall use its best efforts to provide the following rights to Sponsor during the Term ofthis Agreement:
2.2.1 Exposure on event website, web link, and on all social media outlets
2.2.2 Inclusion in
a. SOME print & media advertisements
b. ALL print & media advertisements
2.2.3 Brand exposure on event signage
2.2.4 Premium booth placement
2.2.5 Product inclusion and distribution in swag bags if provided
2.2.6 2 VIP Tickets to festival marketplace and awards show
2.2.7 Live on-stage brand promotion by awards show host
Organizer’s trademarks, designs, artwork, and other symbols and devices associated with the Event Organizer’s Trademarks are and shall remain Organizer’s property and Organizer shall take all steps reasonably necessary to protect Organizer’s Trademarks through federal Canadian registration and foreign registration as it deems desirable and through reasonable prosecutions of infringements. Sponsor is hereby authorized to use Organizer’s Trademarks in advertising and promoting the Products and services during the Term of the Agreement in good faith. The right to use Organizer’s Trademarks is nonexclusive, non assignable, and nontransferable. All uses by Sponsor of Organizer’s Trademarks shall inure solely to the benefit of Organizer.
Organizer shall not manufacture, sell, or license the manufacture and/or sale of any promotional or other merchandise that bears Sponsor’s Trademarks without Sponsor’s prior written consent. Likewise, Sponsor shall not manufacture, sell, or license the manufacture and/or sale of any promotional or other merchandise that bears Organizer’s Trademarks without Organizer’s prior written consent.
8.1.1. It has the full right and legal authority to enter into and fully perform this Agreement in accordance with its terms without violating the rights of any other person.
8.1.2. Organizer’s Trademarks do not infringe the trademarks or trade names or other rights of any other person.
8.1.3. It has or will obtain all governmental licenses, permits, or other authorizations necessary to conduct the Event as contemplated under this Agreement.
8.1.4. It will comply with all applicable laws, regulations, and ordinances pertaining to the promotion and conduct of the Event.
8.2. Sponsor represents and warrants that:
8.2.1. It has the full right and legal authority to enter into and fully perform this Agreement inaccordance with its terms without violating the rights of any other person.
8.2.2. Sponsor’s Trademarks do not infringe the trademarks or trade names of any otherperson.
8.2.3. It has all governmental licenses, permits, or other authorization necessary to conduct itsbusiness.
Each party will give the other prompt written notice of any claim or suit possibly coming within the purview of any indemnity set forth in this Agreement. Upon the written request of an indemnitee, the indemnitor will assume the defense of any such claim, demand, action, or proceeding. The indemnitee shall also have the right to provide its own defense at its own expense, provided the indemnitee shall not settle any claim without the indemnitor’s consent unless it is willing to release the indemnitor from its obligation of indemnity hereunder. Termination of this Agreement shall not affect the continuing obligation of each of the parties under this paragraph and Paragraph 11.
11.2. Without prejudice to any other rights or remedies that Organizer may have, Organizer may terminate this Agreement immediately by delivery of notice to Sponsor at any time if any of the following events shall occur:
Sponsor shall fail to comply with Paragraph 7 hereof in any respect and fail to cure the samewithin 10 days of receipt of notice of such failure.
Sponsor shall (i) make an assignment for the benefit of creditors; (ii) be adjudicated bankrupt; (iii) file a voluntary petition in bankruptcy or a voluntary petition or an answer seeking reorganization, arrangement, readjustment of its debts, or for any other relief under Title R.S.C., 1985, c. B-3 of the Canadian Code or any successor or other federal or state insolvency law Canadian Bankruptcy Law; (iv) have filed against it an involuntary petition in bankruptcy or seeking reorganization, arrangement, or readjustment of its debts or for any other relief under any Bankruptcy Law, which petition is not discharged within 30 days; or (v) shall apply for or permit the appointment of a receiver or trustee for its assets.
Sponsor shall default under any provision of this Agreement and shall have failed to cure such default within 15 days after it received written notice of such default from Organizer; or any of the representations or warranties made by Sponsor in this Agreement shall prove to be untrue or inaccurate in any material respect.
Without prejudice to any other rights or remedies that Sponsor may have, Sponsor may terminate this Agreement immediately by delivery of notice to Organizer if at any time (i) Organizer shall fail to comply with Paragraph 7 hereof in any respect and fails to cure the same within 15 days of receipt of notice of such failure; (ii) any of the events described in Subparagraph (3) above shall occur with respect to Organizer; (iii) Organizer shall default under any provision of this Agreement and shall have failed to cure such default within 30 days after it shall receive written notice of such default from Sponsor; or (iv) any of the representations or warranties made by Organizer in this Agreement shall prove to be untrue or inaccurate in any material respect.
The parties hereto agree to maintain in confidence the terms and conditions of this Agreement except to the extent that a proposed disclosure of any specific terms or conditions hereof by either party is authorized in advance by the other party.
14.2. No Joint Venture or PartnershipThis Agreement shall not be deemed to create a joint venture, partnership, principal-agent, employer-employee, or similar relationship between Organizer and Sponsor.
14.3. InvalidityThe determination that any provision of this Agreement is invalid or unenforceable shall not invalidate this Agreement, all of said provisions being inserted conditionally on their being considered legally valid, and this Agreement shall be construed and performed in all respects as if such invalid or unenforceable provisions were omitted.
14.4. NoticesAll notices required or permitted to be made under this Agreement shall be in writing and shall be deemed to have been duly given when delivered or sent by prepaid certified or registered mail or telex:
14.5. Governing Law and Consent to JurisdictionThis Agreement is subject to and shall be construed in accordance with the laws of the Provinceof Ontario, and Sponsor consents to jurisdiction in the provincial and federal courts located inToronto, Ontario, and hereby waives personal service. Sponsor hereby appoints theambassador and any consul or vice consul as its agent for the receipt of process hereunder.
14.6. Non AssignmentNeither party shall assign this Agreement without the prior written approval of the other party,except that Sponsor may assign this Agreement to any entity which acquires substantially all ofits assets.
14.7. Complete AgreementThis Agreement represents the entire agreement between the parties and supersedes all otheragreements, if any, express or implied, whether written or oral. Organizer has made and makesno representations of any kind except those specifically set forth herein.
14.8. Binding AgreementThis Agreement shall be binding on the parties, their successors, and assigns.