710 Cup Sponsorship Agreement
710The6 Festival & Cup 2017
BETWEEN:
710The6 (the "Organizer"), a company organized and existing under the laws of
Ontario, Canada, with its official mailing address located at 465 Yonge St. #73041, Toronto,
Ontario, M4Y 2W5, Canada
AND:
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(the "Sponsor"), a company organized and existing under the laws of the Province of:
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, Canada with its head office located at:
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WHEREAS, The Organizer, conducts an outdoor festival event and extract judging competition which is to be held between July 8th and 9th 2017 in Toronto, Ontario and to be known as The 710The6 Festival and Concentrate Cup; and

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:

1. OFFICIAL STATUS
Organizer grants to Sponsor the right during the Term of this Agreement to use Organizer’s Trademarks as described herein in advertising and promoting Sponsor’s Products and to refer to such as “Official Sponsors” of the Event under the selected sponsorship tier.
2. ADVERTISING AND PROMOTION
2.1. Subject to Organizer’s rights of approval as described in this Agreement, Sponsor shall have the right to use Organizer’s Trademarks in advertising and promotional activities as it deems desirable during the term of this Agreement.

2.2 Organizer shall use its best efforts to provide the following rights to Sponsor during the Term of
this 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

(or)

b. ALL print & media advertisements

2.2.3 Brand exposure on event signage

2.2.4 Premium booth placement

Sponsor...

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be operating a booth at the 710the6 Marketplace.

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

3. SPONSORSHIP FEE
In consideration of the full performance by Organizer of all of its obligations hereunder and of all rights granted hereunder to Sponsor, Sponsor shall pay to Organizer the total sum of:
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on or before June 15th, 2017, by means deemed acceptable to the Organizers and confirmed by a Canadian bank acceptable to the Organizer:
4. REBATE OF SPONSORSHIP FEE
No rebate will be provided for the sponsorship fee.
5. EXCLUSIVITY
Organizer offers no exclusivity to sponsor.
6. TRADEMARKS
Sponsor’s trademarks, label designs, product identifications, artwork, and other symbols and devices associated with Sponsor’s Products and/or services are and shall remain Sponsor’s property and Sponsor shall take all steps reasonably necessary to protect such Sponsor’s Trademarks through federal Canadian registrations and foreign registrations as it deems desirable and through reasonable prosecution of infringements. Organizer is hereby authorized to use Sponsor’s Trademarks in advertising and promoting the Event in good faith during the Term of this Agreement. The right to use Sponsor’s Trademarks is nonexclusive, non assignable, and nontransferable. All uses by Organizer of Sponsor’s Trademarks shall inure solely to the benefit of Sponsor.

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.

7. MERCHANDISING
Organizer represents and warrants that all merchandise authorized by it to bear the Organizer’s Trademarks or to be associated with the Event-Related Merchandise shall be of high standard and of such style, appearance, and quality as to suit the best exploitation of the Event and shall be free from product defects and shall be merchantable and suited for its intended purpose. Organizer shall indemnify and hold harmless Sponsor and Sponsor’s officers, directors, employees, successors, and assigns from any claims, damages, liabilities, losses, government procedures, costs, and expenses, including reasonable attorney fees and costs of suit arising out of the failure of this warranty. All Event-Related Merchandise that also bears Sponsor’s Trademarks shall include appropriate notice of any applicable trademark, service mark, or copyright relating to Organizer’s Trademarks or Sponsor’s Trademarks. Each party shall reasonably determine what constitutes appropriate notice for its respective Trademarks and copyrights.
8. WARRANTIES
8.1. Organizer represents and warrants that:

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 in
accordance 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 other
person.

8.2.3. It has all governmental licenses, permits, or other authorization necessary to conduct its
business.

9. INDEMNITY
Each party will indemnify, defend, and hold harmless the other, its parent, subsidiary, and affiliated corporations and their respective directors, officers, employees, agents, successors, and assigns, from and against any and all claims, damages, liabilities, losses, government proceedings, and costs and expenses, including reasonable attorney fees and costs of suit, arising out of any alleged or actual breach of this Agreement or the inaccuracy of any warranty or representation made by it or any act or omission by it in the performance of this Agreement or the purposes hereof.

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.

10. INSURANCE
Each party hereunder shall obtain and maintain at its own expense, during the term of this Agreement and for a period of 2 years following the Event, a standard Comprehensive General Liability Policy written by a Canadian insurance company in the face amount of $2 000 000, which policy shall (I) specifically cover such party’s incidental contractual obligations; (ii) provide standard product liability protection and (iii) list the other as a named insured. Such insurance shall be in a form reasonably acceptable to counsel for the other and shall require the insurer to give the other at least 15 days’ prior written notice of any modification or cancellation. Each party shall provide the other with such evidence of coverage as may be reasonably acceptable to the other within 30 days following the execution of this Agreement.
11. TERM & TERMINATION
11.1. This Agreement shall become effective on the date first above written and shall expire on July 10th, 2017, unless terminated earlier or renewed pursuant to the terms hereof.

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 same
within 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.

12. CANCELLATION AND PREEMPTION
In the event that the Event does not take place, in whole or in part, due to any Act of God or force majeure, including, without limitation, weather, fire, flood, strike, legal or labor dispute, or similar cause beyond the control of the parties, the Sponsor shall not be entitled to a refund of the Sponsorship Fee. Organizer will provide adequate rain, cancellation, and preemption insurance to cover its obligations hereunder.
13. ARBITRATION
The parties agree that any dispute between them arising out of, based on or relating to this
Agreement shall be resolved exclusively by arbitration conducted in accordance with the
Commercial Rules then in effect of the Canadian Arbitration Association. Such arbitration shall
be held in Toronto, Ontario. Judgment upon the award rendered shall be final and non
appealable and may be entered in any court having jurisdiction. Each party shall bear its own
expenses arising out of any such proceeding, except that the fees and costs of any arbitrator(s)
shall be borne equally by the parties. Notwithstanding the obligations set forth in this paragraph,
each party shall be permitted to seek equitable relief from a court having jurisdiction to prevent
the unauthorized use or misuse of their respective Trademarks.
14. MISCELLANY
14.1. Confidentiality

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 Partnership
This Agreement shall not be deemed to create a joint venture, partnership, principal-agent, employer-employee, or similar relationship between Organizer and Sponsor.

14.3. Invalidity
The 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. Notices
All 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:

Your answer
If to Organizer, to: 465 Yonge St. #73041, Toronto, Ontario, M4Y 2W5, Canada
or such other address as either party may designate in writing to the other party for this
purpose.

14.5. Governing Law and Consent to Jurisdiction
This Agreement is subject to and shall be construed in accordance with the laws of the Province
of Ontario, and Sponsor consents to jurisdiction in the provincial and federal courts located in
Toronto, Ontario, and hereby waives personal service. Sponsor hereby appoints the
ambassador and any consul or vice consul as its agent for the receipt of process hereunder.

14.6. Non Assignment
Neither 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 of
its assets.

14.7. Complete Agreement
This Agreement represents the entire agreement between the parties and supersedes all other
agreements, if any, express or implied, whether written or oral. Organizer has made and makes
no representations of any kind except those specifically set forth herein.

14.8. Binding Agreement
This Agreement shall be binding on the parties, their successors, and assigns.

IN WITNESS WHEREOF,
the parties have executed this Agreement on the date written below.
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