Entry Submission 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 "Entrant"), 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 extract judging competition and festival marketplace which is to be held between July 8th and 9th 2017 in Toronto, Ontario and to be known as The 710The6 Festival and The 710 Cup; and

WHEREAS, the Entrant has determined to enter a product into the the Event to be judged according to the festival rules in exchange for certain promotional rights provided by Organizer;

NOW, THEREFORE, in consideration of the mutual agreements and promises contained herein, the parties hereto agree as follows:

1. OFFICIAL STATUS
1.1. Entrant shall provide one or more entries to Organizer on or before June 5th 2017

1.1.1. 40 grams of unpartitioned homogenous product or 120 individual & identical entries.

1.1.1a. All Products - please include any special instructions to ensure proper storage, distribution & use

1.1.1b. Edible - Please ensure shelf stability and include information regarding all possible allergens

1.1.2. A brand or company logo image at 300 dpi

1.1.3. A brand or company description, write-up, mission statement or other explanatory passage identifying & distinguishing the Entrant.

1.1.4. The product name with description, write-up or other explanatory passage identifying & distinguishing the Entry, including the intended category.

1.2. Entrant may additionally Sponsor the Event under the selected sponsorship tier.

Additional sponsorship agreement required: *
1.3. Entrant may additionally participate as a Vendor at the 710the6 Marketplace.
Additional Vendor agreement required.

1.4. Organizer shall use its best efforts to provide the following rights to Entrant during the Term of
this Agreement:

1.4.1 Fair and impartial judging

2.2.1a. Product shall be included in an appropriate category of Entrant’s choice.

2.2.1b. Product shall be provided to the judges in a quality manner & in such
style, appearance, and standards as to suit the best exploitation of the
Event, Entrant & Organizer.

2.2.1c. Product shall be provided to the judges in an equivalent manner to other
entries in the same category.

2.2.1d. Entrant has the right to package their own samples under guidelines
issued by 710the6.

1.4.2 Exposure on event website, web link, and on all social media outlets

1.4.3 Product inclusion and distribution in swag bags if provided

1.4.4 2 VIP Tickets (per entry) to festival marketplace and awards show (limit of 10 tickets)

1.4.5 Prime booth placement & $500 off fees for 710the6 Marketplace (up to $2500 value)
Additional vendor agreement required

1.4.6 Live on-stage brand promotion by awards show host

2. ADVERTISING AND PROMOTION
2.1. Subject to Organizer’s rights of approval as described in this Agreement, Entrant 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. Subject to Entrant’s rights of approval as described in this Agreement, Organizer shall have the right to use Entrant’s Trademarks in advertising and promotional activities as it deems desirable during the term of this Agreement.

3. EXCLUSIVITY
Organizer offers no exclusivity to Entrant.
4. TRADEMARKS
Entrant’s trademarks, label designs, product identifications, artwork, and other symbols and devices associated with Entrant’s Products and/or services are and shall remain Entrant’s property and Entrant shall take all steps reasonably necessary to protect such Entrant’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 Entrant’s Trademarks in advertising and promoting the Event in good faith during the Term of this Agreement. The right to use Entrant’s Trademarks is nonexclusive, non assignable, and nontransferable. All uses by Organizer of Entrant’s Trademarks shall inure solely to the benefit of Entrant.

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. Entrant 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 Entrant 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 Entrant’s Trademarks without Entrant’s prior written consent.

Likewise, Entrant 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.

5. WARRANTIES
5.1. Organizer represents and warrants that:

5.1.1. 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.

5.1.2. Organizer’s Trademarks do not infringe the trademarks or trade names or other rights of any other person.

5.1.3. It has or will obtain all governmental licenses, permits, or other authorizations necessary to conduct the Event as contemplated under this Agreement.

5.1.4. It will comply with all applicable laws, regulations, and ordinances pertaining to the promotion and conduct of the Event.

5.2. Entrant represents and warrants that:

5.2.1. 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.

5.2.2. Entrant’s Trademarks do not infringe the trademarks or trade names of any other person.

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

6. 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.

7. 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.
8. TERM AND TERMINATIONS
8.1. 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.

8.2. The Organizer reserves the right to extend the term of Section 2: Advertising & Promotion for the purpose of announcing and publicizing final contest standings.

8.3. The Organizer reserves the right to withhold any Entry for judging that is not of a standard or quality as to suit the best exploitation of the Event. All entries shall be free from product defects and shall be merchantable and suited for their intended purpose. If a product is deemed not suitable for judging it shall be returned to the Entrant.

9. CANCELLATION & PREEMPTIONS
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 Entrant shall not be entitled to a return of product or refund of any associated costs or fees. Organizer will provide adequate rain, cancellation, and preemption insurance to cover its obligations hereunder.
10. 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.
11. LIMITATIONS
11.1. 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.

11.2. 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 Entrant.

11.3. 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.

IN WITNESS WHEREOF, this Agreement is executed on the date written below.
ENTRANT
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