This Sponsorship Agreement (the "Agreement") is made and entered into as of the last signature date below (the "Effective Date") by and between New Latitude Event Solutions, with an office at 60 Old Sailors Way, South Dennis, MA 02660 (“NLES”) and the sponsor identified below ("Sponsor").
NLES is hosting the following event: Cape Cod Pirate Festival on June 1, 2, 8, and 9, 2024 and Sponsor desires to sponsor the Event.
In consideration of the mutual promises and covenants contained in this Agreement, the parties hereby agree as follows:
1. NLES Obligations. In consideration for Sponsor's participation in the Event, NLES shall provide the Sponsor the benefits of the "Scoundrel" level scholarship as set forth here:
a. Logo Placement on high-traffic banners
b. Logo Placement in festival programs
c. Hotlinked space on our Sponsor Page
d. 2 Admission Tickets
e. Additional Benefits: None
2. Sponsor Obligations. For its participation as a Sponsor in the Event, Sponsor shall provide to NLES a fee of $250. The Sponsorship Fee is payable to NLES, effective on date of Agreement signing. Special conditions: None.
3. Sponsor Trademarks/Sponsor Materials. Subject to the terms and conditions of this Agreement, Sponsor grants to NLES the right to use Sponsor's trademarks, trade names, and logo designs and company descriptions as prepared and delivered to NLES by Sponsor (“Sponsor Materials”), in any medium of advertising, marketing materials, and/or promotional goods distributed solely in conjunction with the Event and in accordance with Sponsor's trademark usage guidelines.
a. NLES shall not be responsible for any loss of or damage to property of Sponsor, its employees, agents, contractors or assigns nor for any personal injury to Sponsor's officers, directors, employees, agents, contractors and/or invitees except to the extent any such claims may be directly and solely attributable to the gross negligence or willful misconduct of NLES, its directors, officers, and/or employees.
b. Sponsor shall indemnify, defend, and hold NLES harmless from and against any claims arising out of, or relating directly or indirectly to, content on their respective web sites, use of Sponsor’s trademarks and logos, and Sponsor Materials.
c. Sponsor will give NLES prompt written notice of any claim or suit coming within the purview of these indemnities.
4. Limitation of Liability. Except with respect to Section 8.3, in no event shall either party be liable to the other party for any incidental, consequential, indirect, or punitive damages (including but not limited to lost profits) regardless of whether such liability is based on breach of contract, tort, strict liability, breach of warranties, failure of essential purpose or otherwise and even if advised of the possibility of such damages.
5. Representations. Each party hereby represents and warrants that it has the full power to enter into and perform according to the terms of this Agreement.
6. Term and Termination
a. Term. Subject to the terms and conditions herein, this Agreement shall be effective upon the Effective Date and shall continue through June 16, 2024, one week past the event date, unless earlier terminated as otherwise provided in this Agreement (the "Term").
b. Termination by NLES. NLES shall be entitled to cancel the Event and/or terminate this Agreement at any time for any reason. In the event NLES terminates this Agreement for any reason other than Sponsor's breach NLES shall refund any fees received from Sponsor, and at Sponsor’s expense, return any materials, and equipment, hardware and/or software loaned by Sponsor for the Event.
c. Termination by Sponsor; Effect of Termination
i. 1) Sponsor may terminate this Agreement for breach by NLES after giving NLES at least five (5) days prior written notice specifying the nature of the breach, and giving NLES no less than five (5) days to cure such breach. In the event such breach remains uncured at the end of the notice period, this Agreement shall terminate on the fifth day. If breach occurs fewer than five (5) days prior to the Event, Sponsor may terminate this Agreement for breach if such breach is not cured by the first day of the Event.
ii. If NLES terminates this Agreement for Sponsor's breach, NLES shall retain any fees received from Sponsor which fees shall be due and payable notwithstanding any such termination. Any equipment, materials and hardware or software of Sponsor shall be returned at the end of the Event and, in the interim, may be used for the purposes contemplated herein notwithstanding such termination.
iii. If Sponsor terminates for NLES’s breach, Sponsor shall be entitled to seek a full refund of any fees paid and for the return of any equipment, materials and hardware or software of Sponsor.
7. Survival. In the event of termination or expiration of this Agreement, paragraphs 4, 5, 6, 7 and 8 shall survive.
8. Miscellaneous
a. Notices. All notices, authorizations and requests in connection with this Agreement shall be deemed given on the day they are
i. Deposited in the mail, postage prepaid, certified or registered, return receipt requested
ii. Sent by air express courier, charges prepaid; or
iii. Sent via email to: chris@newlatitudeevents.com
b. Relationship. This Agreement does not constitute and shall not be construed as constituting a partnership, or joint venture relationship between or among the parties.
c. Confidentiality. Each party expressly undertakes to retain in confidence all information and know-how transmitted to it by the other party that the disclosing party has designated as proprietary and/or confidential or that, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential, and will make no use of such information and know-how except under the terms, for the purposes of and during the existence of this Agreement. Each party's obligation under this Agreement with respect to any particular information shall extend to the earlier of such time as such information is publicly available through no fault of the receiving party or five (5) years following termination of the Agreement.
d. Governing Law/Jurisdiction. This Agreement shall be governed and interpreted in accordance with the laws of the County of Barnstable and the Commonwealth of Massachusetts. Sponsor consents to the exclusive jurisdiction and venue of the courts in the County of Barnstable
e. Assignment. This Agreement may not be assigned by either party without prior written consent of the other party.
