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No employer/employee relationship is established or implied with this sponsorship agreement. The Promoter has no liability or responsibility to the Sponsor beyond the scope of this agreement. The Sponsor grants the Promoter the right to use their intellectual property in promoting the event, including logos and other brand trademarks.
If the nature of the purchased sponsorship package must be changed for any reason, the Promoter agrees to notify the Sponsor in writing. All sales are final. The purchased sponsorship package is not transferable for any reason. If the Sponsor cannot meet the financial requirements of this agreement, the Sponsor agrees to provide written notification to the Promoter in a timely manner so that the Promoter may find another suitable sponsor. Anything not expressly addressed in this sponsorship agreement’s terms shall be governed by the contract laws of Georgia.
Trademark & ownership and license:
A sponsor retains all right, title, and interest in their business, its trademarks, service marks and trade names worldwide, subject to the limited license granted to Hebrew Enterprise to advertise. Sponsor hereby grants to Hebrew Enterprise a non-exclusive, limited license to use its trademarks, service marks or trade names only as specifically described in this Agreement. All such use shall be in accordance with each party's reasonable policies regarding advertising and trademark usage as established from time to time. Upon the expiration of this Agreement, Hebrew Enterprise will cease using the trademarks, service marks and/or trade names of the other sponsors.
Confidentiality
For the purposes of this Agreement, "Confidential Information" means information received from the disclosing party or any of its affiliates or representatives about the disclosing party's (or its suppliers') business or activities that is proprietary and confidential, which shall include all business, financial, technical trade secret and other information of a party marked or designated by such party as "confidential or "proprietary.
Confidential Information will not include information that (i) is in or enters the public domain without breach of this Agreement, (ii) the receiving party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation or (iii) the receiving party knew prior to receiving such information from the disclosing party or develops independently.
Each party agrees (i) that it will not disclose to any third patty or use any Confidential Information disclosed to it by the other except as expressly permitted in this Agreement and (ii) that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other party in its possession or control, which will in no event be less than the measures it uses to maintain the confidentiality of its own information of similar importance. Notwithstanding the foregoing, each party may disclose
Confidential Information (i) to the extent required by a court of competent jurisdiction or other governmental authority or otherwise as required by law or (ii) on a "need-to-know" basis under an obligation of confidentiality to its employees, legal counsel, accountants, banks and other financing sources and their advisors. The terms and conditions of this Agreement will be deemed to be the Confidential Information of each party and will not be disclosed without the written consent of the other party.
Warranty and indemnity
Sponsor will indemnify, defend and hold harmless Hebrew Enterprise, its affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages and/or costs (including, but not limited to any attorneys fees) arising from anything including: The breach of any warranty, representation or covenant in this Agreement; or Any claim that the advertising banners or other material created by Hebrew Enterprise infringe or violate any third party's copyright, patent, trade secret, trademark, right of publicity or right of privacy or contain any defamatory content; or any claim arising from content displayed on Hebrew Enterprise Website.
Warranties
Except as specified in this agreement, neither party makes any warranty in connection with the subject matter of this agreement and hereby disclaims any and all implied warranties, including all implied warranties of merchantability and for a particular purpose regarding such subject matter.
limitation of liability: In no event will Hebrew Enterprise be liable to customers or others for any special, incidental or consequential damages, whether based on breach of contract, tort (including negligence) or otherwise, whether or not that party has been advised of the possibility of such damage. The liability of excite for damages or alleged damages hereunder, whether in contract, tort or any other legal theory, is limited to, and will not exceed, the total amounts previously paid or to be paid by Sponsor to excite hereunder.
Dispute Resolution: The Sponsor agrees that any breach of either of the parties' obligations regarding trademarks, service marks or trade names and/or confidentiality would result in no actions against Hebrew Enterprise whatsoever. However, Hebrew Enterprise is not looking to breach any organizations, businesses and only wants to support and make a difference in the Hebrew community. Therefore, in the event of any breach or threatened breach of a party's obligations regarding trademarks, service marks or trade names or confidentiality, the aggrieved party will not hold Hebrew Enterprise responsible.
In the event of disputes between the parties arising from or concerning in any manner the subject matter of this agreement, other than disputes arising from or concerning trademarks, service marks or trade names and/or confidentiality, the parties will first attempt to resolve the dispute(s) through good faith negotiation. In the event that the dispute(s) cannot be resolved through good faith negotiation, the parties will refer the dispute(s) to a mutually acceptable mediator for hearing.
General Assignment. Neither party may assign this Agreement, in whole or in part, without the other party's written consent (which will not be unreasonably withheld), except that no such consent will be required in connection with (i) a merger, reorganization or sale of all, or substantially all, of such party's assets or (ii) the assignment and/or delegation of such party's rights and responsibilities hereunder to a wholly-owned subsidiary or joint venture in which that party holds an interest. Any attempt to assign this Agreement other than as permitted above will be null and void.
Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Georgia, notwithstanding the actual state or country of residence or incorporation of Hebrew Enterprise.
No Agency. The parties are independent contractors and will have no power or authority to assume or create any obligation or responsibility on behalf of each other. This agreement will not be construed to create or imply any partnership, agency or joint venture.
Force Majeure. Any delay in or failure of performance by Hebrew Enterprise under this agreement will not be considered a breach of this Agreement and will be excused to the extent caused by any occurrence beyond the reasonable control of such parties including, but not limited to, acts of God, power outages and governmental restrictions. Notwithstanding the foregoing, either party may terminate the Agreement in the event that a delay due to force majeure continues for a period of sixty (180) uninterrupted days.
Severability. In the event that any of the provisions of this agreement are held to be unenforceable by a court or arbitrator, the remaining portions of the Agreement will remain in full force and effect.
Entire Agreement. This Agreement is the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding any prior agreements and communications (both written and oral) regarding such subject matter. This Agreement may only be modified, or any rights under it waived, by a written document executed by both parties.