1.DEFINED TERMS: This contract is between BEHAVE Annual (hereafter referred as Producer) and the company listed above, (hereafter referred to as Sponsor) for Event.
2.PAYMENT: Sponsor shall pay the Sponsor fee to Event within 30 days after signing contract. An invoice will be sent to you. All prices are net and non-commissionable. All payments to be paid in US funds. Upon signature on completed contract, Sponsorship shall be in effect. If Sponsor fails to make the required payment in a timely manner, Event may terminate this contract and Sponsor’s participation in the Event without further notice and without obligation to refund monies previously paid. Event reserves the right to refuse Sponsor’s participation in the Event if Sponsor is in arrears of any payment due to Event. If payment is not made, Event is expressly authorized to make Sponsorship available to others without releasing Sponsor from any liability hereunder. Event has the right to omit any company not paid in full by deadline above from the official Event web site and virtual platform.
3.SPONSOR CANCELLATION: If Sponsor desires to cancel this contract, Sponsor may only do so by giving written notice thereof to Event with evidence of receipt. In such event, Sponsor shall be liable for the following cancellation fee: 50% of the total cost of Sponsor’s participation if such cancellation is effective until 3 months prior to Event date listed on the Contract; and 100% of the total cost of Sponsor’s participation if such cancellation is effective within 3 months of the Event Date on the Contract. Payment of cancellation fee must be received by Event within 15 days after cancellation. The effective date of any cancellation shall be the date Event actually receives Sponsor’s written notice as specified above. Sponsor understands this cancellation fee has been incorporated into this contract as a valid pre-estimate of damages Event will sustain which will not be capable of precise determination and is considered to be liquidated and agreed-upon damages suffered as a result of Sponsor’s cancellation and is not a penalty. Subsequent reassignment of canceled Sponsorship shall not affect this cancellation assessment.
4.CANCELLATION OR INTERRUPTION OF EVENT: If for any reason beyond Event’s control (e.g., fire, casualty, flood, epidemic, earthquake, explosion, accident, blockage, embargo, inclement weather, governmental restraints, act of public enemy, riot or civil disturbance, impairment or lack of adequate transportation, technology, power or connectivity outages, inability to secure sufficient labor, technical or other personnel, municipal, state or federal laws, or act of God), the Event, or any part thereof, is prevented from being held or interrupted, Producer may cancel the Event. In such event, Producer shall not be responsible for delays, damage, loss, increased costs, or other unfavorable conditions arising by virtue thereof, and Sponsor waives claims for damage arising there from.
5.POSTPONEMENT OF EVENT: If for any reason the dates of the Event should be changed, no refund will be due to Sponsor. Event will re-assign Sponsorship to Sponsor, and Sponsor agrees to use Sponsorship under the terms of this contract. Producer shall not be financially liable or otherwise obligated in the event that the Event is relocated or postponed.
6.LIMITATION OF LIABILITY; INDEMNITY: Producer nor any of its officers, agents, employees or other representatives, shall be held liable for, and each is hereby released from any damage, loss, harm, or injury to the person or property of Sponsor or any of its visitors, officers, agents, employees or other representatives, resulting from Sponsor’s participation in the Event, licensing and/or use of Sponsorship space hereunder, or the failure of Producer to make available the Sponsorship space/Sponsorship or hold the Event, however caused, including that caused by Producer’s, or its officers’, agents’, employees’ or other representatives’ negligence. Sponsor shall indemnify, defend, and hold harmless Producer and its respective owners, directors, officers, employees, agents and representatives, from, any and all claims, demands, suits, liability damages, loss, costs, attorneys’ fees, and expenses of any kind which might result or arise from its participation in the Event, its licensing and/or use of Sponsorship space hereunder, or any action or failure to act on the part of Sponsor or its officers, agents, employees, or other representatives. Sponsor represents and warrants that it complies with all Event rules & regulations; and that it holds the necessary rights to permit the use of the logo and other materials it provides to Event for the purpose of this contract; and that the use, reproduction, distribution, or transmission of these materials will not violate any criminal laws or any rights of any third parties, including, but not limited to, such violations as infringement or misappropriation of any copyright, patent, trademark, trade secret, music, image, or other proprietary or property right, false advertising, unfair competition, defamation, invasion of privacy or rights of celebrity, violation of any anti- discrimination law or regulation, or any other right of any person or entity.
7.COPYRIGHTED MATERIALS: Sponsor shall not violate any copyrights with respect to writings, music or other material used by it at the Event or at any affiliated function, and assumes sole liability and responsibility for the use and display of all copyrighted materials at the Event, and shall obtain any and all necessary licenses therefore.
8.LISTINGS AND PROMOTIONAL MATERIALS: By participating in the Event, Sponsor grants to Producer a fully-paid, limited non-exclusive license to use, display and reproduce the name, trade names and product names of Sponsor in any Event directory (print, online or other media) listing the Sponsoring companies at the Event and to use such names in Event promotional materials. Event shall not be liable for any errors in listings or descriptions or for omissions. Sponsor’s items and personnel appearing during the Event may be included in Event photographs and used for Event promotional purpose.
9.SPONSOR CONDUCT: Sponsor and its employees/representatives shall conduct itself in a manner in accordance with standards of decency and good taste.
10.AMENDMENT, INTERPRETATION: Producer shall have full power in the enforcement and interpretation of all terms, conditions and rules, and the power to make amendments and set further terms, conditions, and rules as it deems necessary and in the best interest of the Event. The connectives “and” and “or” shall be construed both conjunctively and disjunctively, the term “including” shall mean including without limitation, words in the singular include the plural, and words in the plural include the singular.
11.TAXES, LICENSES: Sponsor shall be responsible for obtaining all licenses, permits and approvals under local, state or Federal law applicable to its activity at, and obtaining all tax identification numbers and paying all taxes, license fees and other charges that become due to any governmental authority in connection with the Event.
12.AGREEMENT TO TERMS, CONDITIONS AND RULES: Sponsor agrees to observe and abide by the foregoing terms, conditions and rules, and by such reasonable additional terms, conditions and rules made by Producer from time to time for the efficient and safe operation of the Event all of which constitute a part of this Agreement. The rights of Producer under this contract shall not be deemed waived except as specifically stated in writing and signed by an authorized representative of Producer.
13.ENTIRE AND BINDING CONTRACT: This contract constitutes the entire contract between Producer and Sponsor with respect to the subject matter herein and supersedes all prior written and oral contracts or statements not referenced herein. No representation, statement, condition, warranty or contract not contained or referenced in this contract shall be binding or have any force or effect whatsoever.
14.NO WAIVER: The failure of either Sponsor or Producer to enforce any of their rights under this contract shall not constitute a waiver or modification of this contract, and either Sponsor or Producer may, within the time provided by applicable law, take appropriate action to enforce any such rights.
15.SEVERABILITY: If any term or provision of this contract shall to any extent be held invalid or unenforceable, the remaining terms and provisions of this contract shall not be affected thereby, but each term and provision hereunder shall be valid and enforced to the fullest extent permitted by law.
16.MODIFICATIONS/ASSIGNMENT: No supplement, assignment, amendment or modification of this contract shall be effective unless it is in writing and signed by both Producer and Sponsor.
17.ATTORNEY’S FEES: In any action or proceeding which either party brings against the other to enforce its rights hereunder, the unsuccessful party shall pay all costs incurred by the prevailing party, including reasonable attorneys’ fees, which amounts shall be a part of the judgment in said action or proceeding.
18.GOVERNING LAW: This contract is governed by the laws of the State of Delaware as applied to contracts entered into and performed within such state. Sponsor agrees that the courts located in the State of Delaware shall constitute the exclusive forum for the resolution of any and all disputes arising out of, connected with or related to this contract of breach of any provision of this contract. Sponsor waives any right to assert lack of personal or subject matter jurisdiction and agrees that venue property lies in Wilmington, DE.
19.ENTIRE AGREEMENT: This Contract constitutes the entire agreement of the parties with respect to the subject matter hereof and specifically supersedes all prior agreements or commitments, whether in writing or oral. No amendment or modification to this Contract shall be valid and binding on the parties unless set forth in writing and signed by both parties.