This Sponsorship and Logo Use Agreement (the "agreement") is entered into at the moment the application is approved by Visit Panama City Beach, by and in between Panama City Beach Convention and Visitors Bureau, Inc., a Florida corporation not-for-profit (the "CVB") and the Applicant, whose business legal name and address is listed in this application for sponsorship.
1. Sponsorship. The CVB is producing an event known as “UNwineD” at Aaron Bessant Park on April 5th - April 6th, 2024 (the “Event”). CVB agrees to have Sponsor be a sponsor of the Event and provide to Sponsor the Sponsorship Benefits described by the attached Exhibit A. In return, Sponsor will be providing products or services to CVB (the “Sponsorship Fee”) as more particularly described by Exhibit A (collectively, the “Sponsorship”).
2. Term and Termination. The term of this Agreement shall commence on the Effective Date and expire on April 6th, 2024 (the “Term”). Either party may terminate this Agreement for any reason or no reason at all upon ten (10) days written notice to the other party.
3. Grant of License. Sponsor is the authorized owner of all trademarks and logos described by EXHIBIT B herein as well as all trademarks and logos provided to CVB by Sponsor, whether affixed to merchandise or otherwise, (“Sponsor’s Marks”) and Sponsor’ Marks do not violate or in any way infringe upon any interest or right (contractual, proprietary or other) of any third party. Upon request by CVB, Sponsor shall deliver digital artwork for one or more of its logos or trademarks to CVB in the file format and resolution requested by CVB and any such logos or trademarks provided by Sponsor to CVB shall constitute Sponsor’s Marks. Sponsor grants to the CVB a United States, royalty free, limited, non-exclusive license to Sponsor’s Marks to use Sponsor’s Marks as part of the Event; to refer to the Sponsorship; to use Sponsor’s Marks related to the promotion or marketing of the Event; and to use Sponsor’s Marks as part of or related to marketing, promotions, or contests that utilize merchandise provided to CVB as part of the Sponsorship, either directly from Sponsor or through a third party. CVB’s use of Sponsor’s Marks may be in any and all media, including print, electronic, audio and audio-visual mediums. Sponsor acknowledges and agrees CVB may use third parties, such as advertising firms, to assist CVB in the creation, production, distribution, circulation and display of CVB’s advertising and such use of Sponsor’s Marks is within the scope of the license granted herein.
CVB is the authorized owner of all trademarks and logos described by EXHIBIT B herein as well as all trademarks and logos provided to Sponsor by CVB, whether affixed to merchandise or otherwise (“CVB’s Marks”) and CVB’s Marks do not violate or in any way infringe upon any interest or right (contractual, proprietary or other) of any third party. Upon request by Sponsor, CVB shall deliver digital artwork for one or more of its logos or trademarks to Sponsor in the file format and resolution requested by Sponsor and any such logos or trademarks provided by CVB to Sponsor shall constitute CVB’s Marks. CVB grants to the Sponsor a United States, royalty free, limited, non-exclusive license to CVB’s Marks to use CVB’s Marks to refer to the Sponsorship and to use CVB’s Marks related to the promotion or marketing of the Event or Sponsor’s involvement in the Event. Sponsor’s use of CVB’s Marks may be in any and all media, including print, electronic, audio and audio-visual mediums. CVB acknowledges and agrees Sponsor may use third parties, such as advertising firms, to assist Sponsor in the creation, production, distribution, circulation and display of Sponsor’s advertising and such use of CVB’s Marks is within the scope of the license granted herein.
4. Indemnification; Limitation of Liability.
(a) Sponsor shall indemnify, defend and hold harmless the CVB, its affiliates and subsidiaries, and their respective agents, employees, representatives, officers and directors from and against any and all claims, liabilities, lawsuits, actions, losses, costs, expenses or damages, including reasonable attorneys’ fees and expenses, arising from or in connection with Sponsor’s breach of any representation, warranty or obligation under this Agreement or to the extent of any act negligence of Sponsor relating to the performance of Sponsor’s obligations to its employees or to third parties arising in connection with the activities contemplated by this Agreement.
(b) CVB shall indemnify, defend and hold harmless Sponsor, its affiliates and subsidiaries, and their respective agents, employees, representatives, officers and directors from and against any and all claims, liabilities, lawsuits, actions, losses, costs, expenses or damages, including reasonable attorneys’ fees and expenses, arising from or in connection with CVB’s breach of any representation, warranty or obligation under this Agreement or to the extent of any act negligence of CVB relating to the performance of Sponsor’s obligations to its employees or to third parties arising in connection with the activities contemplated by this Agreement.
(c) Notwithstanding any other provision of this Agreement, neither party will be liable to the other for consequential, indirect, incidental, punitive, or special damages of any kind. Nothing herein shall be construed as a waiver of CVB’s rights under Florida statute 768.28. In the event that the Event does not occur, any damages to Sponsor shall be limited to the value of any merchandise provided to CVB by Sponsor as part of the Sponsorship.
5. Notices. Any notices required or permitted to be given by either party to the other under this Agreement shall be given in writing and delivered as follows: (i) in person; (ii) by registered or certified mail, postage prepaid, return receipt requested, or (iii) by a recognized overnight courier service, in each case to the address set forth in this application, or to such other persons, numbers and addresses as the parties may designate to each other from time to time. Notices shall be deemed effectively delivered upon receipt.
6. Miscellaneous. This Agreement, including the exhibits attached hereto, constitutes the entire agreement between the parties on the subject matter hereof, and all prior or contemporaneous agreements of the parties, whether oral or written, shall be deemed merged herein. This Agreement may not be modified or amended except by written agreement. This Agreement is not assignable by any of the parties hereto without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. If any term, provision, covenant or condition of this Agreement is held to be invalid, void or unenforceable, the remainder hereof shall remain in full force and effect. Any and all warranties, provisions, rights and obligations of the parties herein described and agreed to be performed subsequent to the termination of this Agreement shall survive the termination of this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida and venue for any legal proceeding that arises with respect to this Agreement shall be a court located in Bay County, Florida, and the parties hereto irrevocably submit to and accept the personal jurisdiction of those courts for the purpose of any such suit, action or proceeding. In the event of any litigation arising out of, in connection with, or related to this Agreement, the prevailing party shall be entitled to receive from the non-prevailing party all reasonable fees and expenses of counsel for the prevailing party.
7. Public Records. To the extent required by law existing at the time this Agreement is entered (regardless of when interpreted), Sponsor shall comply with the Florida Public Records laws expressed in Chapter 119, Florida Statutes (2013), specifically including to:
(a) Keep and maintain public records that ordinarily and necessarily would be required by the CVB.
(b) Provide the public with access to public records on the same terms and conditions that the CVB would provide the records and at a cost that does not exceed the costs provided in this chapter or as otherwise provided by law.
(c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law.
(d) Meet all requirements for retaining public records and transfer, at no cost, to the CVB, all public records in possession of the Sponsor upon termination or expiration of this Agreement and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the CVB in a format that is compatible with the information technology systems of the CVB.
If the Sponsor has questions regarding the application of Chapter 119, Florida Statutes, to the Sponsor’s duty to provide public records relating to this Agreement, it will contact the custodian of public records at the CVB’s offices, 17001 Panama City Beach Parkway, Panama City Beach, Florida 32413; telephone (850) 233-5070, and email chonnen@visitpanamacitybeach.com.
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