Blackbaud is organizing and sponsoring an event, in which the Event Sponsor wishes to participate as a sponsor (the “Event”). Each party will obtain all necessary licenses, permits, and insurance related to its Event activities and performance under this Agreement. Event and sponsorship details are outlined below:
EVENT DETAILS–Blackbaud K–12 UC® | July 8–9, 2020 | Virtual
EVENT DESCRIPTION–Blackbaud K–12 UC is the premier school tech conference focused on navigating the road ahead. Hear from and collaborate with industry and school leaders across two days on data-driven decision-making, planning for distance learning and hybrid educational models for the fall, marketing and admissions strategies, and more.
SPONSORSHIP DETAILS–Sponsorship details are dependent on the sponsorship package outlined in the K–12 UC 2020 sponsorship prospectus (the “prospectus”).
FEE AND PAYMENT DETAILS–The Sponsorship Fee is dependent on the sponsorship package outlined in the prospectus. Sponsorship fees are listed and billed in U.S. dollars.
FEE DUE DATE–July 1, 2020Upon acceptance of this Agreement, Blackbaud will provide the Event Sponsor with details for paying the Sponsorship Fee.
As compensation for the Event Sponsor’s participation in the Event, the Event Sponsor agrees to pay Blackbaud the fee set forth in Section 1 (the “Sponsorship Fee”) by the due date specified in Section 1.
Each party will maintain insurance coverage sufficient to meet obligations created by this Agreement, supplements to this Agreement, and as required by law. Each party is responsible for its insurance deductibles, premiums, and costs.
FOR IN PERSON LIVE AND/OR VIRTUAL EVENTS
The Event Sponsor hereby grants to Blackbaud a nonexclusive, perpetual, royalty-free, worldwide license to use the Event Sponsor’s name, logos, trademarks, and any marks or images provided to Blackbaud, solely to promote and manage the Event. By attending/exhibiting at the Event, the Event Sponsor and its employees, representatives, and agents understand and agree: (1) They may be photographed, videotaped, or digitally recorded, as may be their voices; (2) they waive any objection, condition, limit, or right such persons may have to the photographs or recordings; (3) they authorize Blackbaud to use any such photographs, videotapes, or other recordings for any promotional purposes and to license other relevant people/organizations to use them in connection with the promotion of the Event or future events.
If any Event Sponsor does not follow the rules and regulations as set by Blackbaud, Blackbaud shall have the right to immediately terminate this Agreement. In the event of such default by the Event Sponsor, the Event Sponsor will forfeit the Sponsorship Fee. Either party may terminate this Agreement if the other party materially breaches this Agreement and fails to cure the breach within ten (10) business days after written notice.
In the event of Cancelation, with the exception of a Force Majeure event as set forth in Section 11, Blackbaud will make a reasonable effort to refund any portion of the Sponsorship Fee not expended or committed.
Each party will indemnify and hold harmless the other party from and against third-party claims, costs, and expenses (including attorney’s fee) for:
The indemnified party shall provide written notice of the claim, turn over control over defense of the claim to the indemnifying party and provide reasonable assistance to the indemnifying party. The indemnified party may retain counsel and participate in defense of the claim, at its expense, and the indemnifying party shall cooperate with such participation. The indemnifying party may not settle or publicize any claim without the indemnified party’s consent.
EXCEPT FOR AMOUNTS OWED PURSUANT TO THE INDEMNIFICATION OBLIGATIONS SET FORTH ABOVE OR A BREACH OF CONFIDENTIALITY, TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNATIVE, SPECIAL, OR EXEMPLARY DAMGES ARISING OUT OF OR THAT RELATE TO THIS AGREEMENT, ITS PERFORMACE, OR THE EVENT.
At Live, In Person Events, the Event Sponsor agrees to assume all risks of loss, injury, theft, or damage of any kind or nature whatsoever to any exhibit or component thereof, including any goods, merchandise, papers, and business records, or other property that may be in or come into the Event Sponsor’s possession during the course of the Event or in the course of assembling or dismantling the exhibit. The Event Sponsor assumes all liability for damage to property, person, or persons arising from accidental or other causes incidental to the movement and operation of the exhibit and hereby indemnifies, defends, and holds harmless Blackbaud and its contractors from and against any and all claims, demands, costs, expenses, obligations, liabilities, damages, recoveries, awards, and deficiencies, including interest, penalties, and reasonable attorney fees and costs and expert witness fees, that the Indemnified Parties incur or may incur or suffer arising out of or related to Event Sponsor’s installation, removal, maintenance, occupancy, or use of the exhibition space, unless caused by Indemnified Parties’ sole negligence.
Blackbaud has full power to interpret and enforce all regulations for the Event and the power to make amendments and/or further regulations that are considered necessary for the proper conduct of the show. Such decisions will be binding on the Event Sponsor. Failure to comply with these or any other regulations or amendments may be sufficient cause for Blackbaud to require the immediate removal of the exhibit and/or the offending Event Sponsor. This may result in the forfeiture of rights to exhibit at future Blackbaud events together with all fees paid. Blackbaud may lease any space so forfeited to another Event Sponsor. Blackbaud reserves the right to reject any or all applications. Any person or group of persons asked to leave the Venue by management or security will do so at once and will not return until/unless authorized to do so.
Neither party shall be liable for any failure to perform its obligations under this Agreement if prevented from doing so by a cause(s) beyond its reasonable control, including without limitation, and act of God, natural disaster, war, public health epidemic and/or pandemic, civil disturbance, action by government entity, strike, or any other situation that makes it impossible, illegal, inadvisable, or unfeasible for either party to perform (“Force Majeure”). The party experiencing a Force Majeure event shall give notice to the other party without unreasonable delay after the Force Majeure begins and it is apparent that the party will fail to meet their obligations.
Unresolved disputes shall be submitted to and resolved exclusively by arbitration conducted in accordance with American Arbitration Association® rules, with one (1) arbitrator appointed to conduct arbitration and arbitration taking place in a mutually agreed location, or Atlanta, Georgia, if the parties cannot agree otherwise within thirty (30) days of an initial filing. Any decision in arbitration shall be final and binding upon both parties. In addition to the above, the Event Sponsor or Blackbaud may sue or seek injunctive relief in any court for infringement of its proprietary or intellectual property rights. Blackbaud may sue in any court to collect unpaid amounts. THE EVENT SPONSOR AND BLACKBAUD EXPRESSLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING UNDER OR RELATED TO THIS AGREEMENT. This agreement shall be governed by the laws of the State of New York, excluding choice of law principles. Applicable laws may limit the terms and conditions of this agreement for public educational or government institutions, and in such cases, the terms and conditions shall apply to the fullest extent allowed.
Except as specifically stated herein, remedies are cumulative. No failure or delay in enforcing any term or exercising any option shall be construed as a waiver unless agreed to in writing by both parties. If any provision of this Agreement is held to be unenforceable, the other provisions shall remain in full force and effect. The Event Sponsor may not assign its rights or obligations under this Agreement without Blackbaud’s written consent. The parties perform their obligations under this Agreement as independent contractors, not as employees, partners, or agents. Any confidential information shared under this Agreement shall remain between the parties and each party agrees that it will not disclose non-public information to other third parties. The terms and conditions of this Agreement are confidential information.
All Blackbaud product names appearing herein are trademarks or registered trademarks of Blackbaud, Inc. The names of companies or products not owned by Blackbaud may be the trademarks or registered trademarks of their respective owners.