As used in this Agreement and in addition to any other terms defined herein, the following defined terms will have the following meanings:
- “Event” means the planned occasion, whether to occur in-person or virtual, relating to the Sponsorship.
- “Fee” means the amount of the Sponsorship.
- “Sponsor” means the person or entity purchasing Sponsorship.
- “Sponsorship” means the sponsorship opportunity identified in this Agreement, together with any invoice, statement of work, or other related document.
- SPONSORSHIP DETAILS
- ATP shall provide Sponsor a Sponsorship for the Event in exchange for Fee.
- Sponsor shall pay to ATP all Fees due and payable under this Agreement. If an invoice is provided, payment shall be due immediately upon Sponsor’s receipt, and such invoice must be paid within thirty (30) days after receipt.
- ATP may cancel or reschedule the sponsored Event in its sole discretion. Further, ATP will reallocate Sponsorship, including Fee paid, under this Agreement to any future-Event if the sponsored Event is canceled and not rescheduled, thereby granting Sponsor a Sponsorship for a future-Event. ATP will provide reasonable advance written notice to Sponsor about any reallocation of Sponsorship.
- OWNERSHIP RIGHTS
- Use of Trademarks and Publicity. Sponsor hereby grants ATP a nonexclusive license to use Sponsor’s trademarks, including but not limited to any Sponsor name or abbreviation, or any Sponsor logo, or any adaptation thereof, in any advertising or trade displays in connection with the Event and Sponsorship. Sponsor will provide all artwork and other reasonably necessary information, as requested by ATP. Similarly, ATP hereby grants Sponsor a non-exclusive license to use ATP’s trademarks, limited to its name, abbreviation, logo, or any adaptation thereof, in any advertising solely in connection with promoting the Event.
During the term of this Agreement, Sponsor will have the right to indicate to the public that it is a “sponsor” of the Event. In addition, if the Parties mutually agree, they may issue a press release announcing Sponsorship.
- No other rights. Neither party shall acquire any right, title or interest, express or implied, in any of the foregoing other than those specified in this Agreement. No portion of the work product generated, developed, or delivered by either party in the course of its performance hereunder shall be deemed to be either (i) a work made for hire for Sponsor or any third party, or (ii) a joint development, joint invention, or joint work of authorship with Sponsor or any third party. Nothing herein grants or is deemed to grant to Sponsor any right, title, or interest in or to the Event or any other ATP product or service or intellectual property.
- TERM AND TERMINATION
- This Agreement will commence on the Effective Date and continue until conclusion of the Event.
- Termination for Cause. Sponsorship is contingent upon Sponsor’s payment under Section 2.2. Time is of the essence for the performance of all Sponsor’s obligations hereunder. If Sponsor materially breaches this Agreement, then ATP may give written notice to Sponsor that if the default is not cured within ten (10) days, the Agreement may be terminated at the expiration of the period to cure.
- Termination for Potential Damage to Reputation. ATP may, at any time in its sole discretion, terminate this Agreement if ATP reasonably believes that Sponsor’s affiliation with the Event or ATP will damage the reputation of or otherwise harm the Event or ATP.
- Post-Termination Obligations. Upon termination of this Agreement, all rights and licenses granted by parties hereunder shall immediately cease and be terminated, and Parties shall immediately return to the other any property belonging to the other.
- Survival of Terms. The following provisions shall survive termination or expiration of the Agreement for any reason whatsoever: Sections 3 and 5.
- Sponsor represents and warrants that he or she is duly authorized to execute this Agreement to bind their respective party to this Agreement. Sponsor represents and warrants that it has the right to grant the rights and licenses granted herein without the consent of any third party.
- ALL OTHER REPRESENTATIONS AND WARRANTIES BY EITHER PARTY, EXPRESS OR IMPLIED, CONTRACTUAL OR STATUTORY, REGARDING THE EVENT OR THE SPONSORSHIP, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, WITH RESPECT TO PRODUCTS, SERVICES DELIVERABLES AND/OR PUBLISHED MATERIALS, ARE HEREBY EXPRESSLY EXCLUDED AND DISCLAIMED. FURTHER, ATP DOES NOT GUARANTEE A CERTAIN LEVEL OF MARKETING, PUBLICITY OR ATTENDANCE. ALL SPONSORSHIP SALES ARE FINAL AND SHALL NOT BE REFUNDED.
- Force Majeure. Nonperformance by either party will be excused to the extent that performance is rendered impossible by strike, fire, flood, terrorism, or failure of suppliers where failure to perform is beyond the reasonable control of and not caused by the negligence of the non-performing party. In the case of pandemic or governmental acts, orders or restrictions, ATP may, in its sole discretion, suspend the time for performance of either party for the duration of such prevailing cause.
- Assignment and Binding Effect. Neither party may transfer or assign its rights or obligations under this Agreement without the prior written consent of the other, and any attempted assignment will be void.