SPONSORSHIP AGREEMENT TERMS AND CONDITIONS
AGREEMENT
This Sponsorship Agreement represents the entire agreement between The Pride Center of the Capital Region (“Capital Pride”) and Sponsor, and there is no other agreement or warranty between the Sponsor and Capital Pride. This Sponsorship Agreement establishes a non-exclusive relationship between Sponsor and Capital Pride, and Capital Pride retains the right to enter into other Sponsorship Agreements at its discretion. All legal matters pertaining to Capital Pride Events and this Sponsorship Agreement will be governed by and construed under the laws of the state of New York without regard to any provision of New York law that would require or permit the application of the substantive law of another jurisdiction. Sponsor irrevocably consents and submits to the personal jurisdiction of the courts in and for New York for any actions arising out of or relating to this Sponsorship Agreement.
This Sponsorship Agreement may be executed in multiple counterparts, each of which will be considered an original and all or any one of which constitute one and the same agreement. Facsimile or email copies will be treated as originals for these purposes. This Sponsorship Agreement is personal to the parties and neither party may assign it without the prior written consent of the other party.
LOGOS
Your organization logo must be provided in camera-ready art form for both web and print publications (both RGB & CMYK). See Sponsorship Levels for more information.
SPONSORSHIP
Capital Pride will furnish Sponsor with the sponsorship rights and amenities for the Capital Pride Events according to the Sponsorship Level selected and paid for by Sponsor.
TERM
The term of this Sponsorship Agreement begins when both parties have fully executed this agreement, and terminates as specified in the terms of the sponsorship level or the conclusion of the event, unless otherwise indicated in writing.
PAYMENT
Invoices will be issued at the time completed applications are received. Sponsor will pay the agreed upon rate according to the payment terms indicated on the invoice issued by Capital Pride. Sponsor agrees to pay all invoices as according to the terms indicated on the invoices (typically net 30).
USE OF EVENT MARKS
Capital Pride grants Sponsor, during the Term and for 30 calendar days thereafter, a non- exclusive license to use “Capital Pride” and its variations in the same form they are provided by Capital Pride (the “Event Marks”) in connection with the Sponsor’s Capital Pride Festival activities in a manner consistent with Capital Pride’s guidelines for use of the Event Marks, this Sponsorship Agreement, and the Sponsor’s Sponsorship Level. Sponsor will comply with Capital Pride’s reasonable requests regarding the use of the Event Marks.
USE OF SPONSOR MARKS
Sponsor grants to Capital Pride a non-exclusive, royalty-free license to use the Sponsor marks in camera-ready format (the “Sponsor Marks”): (i) during the Term in connection with Capital Pride’s promotional and publicity activities, including print, video, and electronic materials, for Capital Pride events; and (ii) after the Term in reference to Sponsor’s sponsorship of Capital Pride.
LIABILITY
Neither Capital Pride nor directors, officers, employees, agents, or its representatives will be responsible for any injury, loss, harm or damage that may occur to the Sponsor from any cause whatsoever. Under no circumstances will Capital Pride be liable for lost profits or other special or consequential damage. The foregoing will apply regardless of how any claim is brought or how damages are characterized, including whether brought in contract, tort or otherwise.
EVENT CONTENTS
Sponsor may photograph or otherwise record its presence at all Capital Pride events, but will not otherwise record or reproduce any portion of the Capital Pride events, including the marks or presence of other sponsors, the entertainment, or the attendees, in any format, without Capital Pride’s prior written consent. Sponsor’s actions to photograph or otherwise record its presence will take place only in the public access areas of the Capital Pride events and may not interfere with the normal operations of the events.
EXTENT OF EXCLUSIVE AND NON-EXCLUSIVITY OF SPONSORSHIP
All Capital Pride sponsorships are considered non-exclusive unless otherwise agreed to in writing as an add-on to the Sponsors selected sponsorship level. All exclusive sponsorships are considered to be industry specific and Capital Pride event specific, unless otherwise agreed to in writing between both parties.
Sponsorships that are considered to be exclusive will be prominently promoted with, but not limited to, such terms as “Sponsored By”, “Presented By”, etc. Exclusive sponsorships do not prevent Capital Pride from utilizing other Capital Pride Sponsor’s Logo’s and Materials as required for any and all Capital Pride events included with Sponsors exclusive sponsorship level, in a less prominent manner. Any unintentional breach of this clause will not invalidate any other clause in this agreement.
RESCHEDULE OR CANCELATION
On the date that The Capital Pride Parade and Festival is scheduled to take place, Capital Pride reserves the right to reschedule or cancel the Capital Pride Festival or any individual events comprising it if necessary for any reason, including: (i) weather; (ii) failure to receive commitments from the necessary number of sponsors; (iii) failure to reach agreement with the applicable authorities on any issue related to Capital Pride events; or (iv) acts of God or any other cause beyond Capital Pride’s reasonable control, e.g. war, fire, strike, change of law or regulation, public catastrophe. If the Capital Pride Festival and Parade are cancelled in whole for reasons other than iv above, Capital Pride will issue refunds at pro-rata amounts of the total sponsorship fees received less the expenses incurred by Capital Pride. No further refunds or other amounts will be due from Capital Pride for any reason. In no case will the amount of refund to a Sponsor exceed the amount of the sponsorship fee actually paid.
TERMINATION
Capital Pride reserves the right to accept or reject sponsors at its sole discretion. Capital Pride may terminate this Sponsorship Agreement at any time, in which case Sponsor’s rights to use the Event Marks will terminate immediately, and Capital Pride will refund to Sponsor any sponsorship fees paid to Capital Pride less any out of pocket expenses incurred, pro-rated benefits earned, and return any unused in-kind contribution received, under this Sponsorship Agreement. If Capital Pride terminates this Agreement for Sponsor's breach, which shall include but not limited to any action by Sponsor that would cause Capital Pride to violate its Mission, Vision or Values Statements, Capital Pride shall retain any fees received from Sponsor which fees shall be due and payable notwithstanding any such termination.
Sponsor may terminate this Agreement for breach by Capital Pride after giving Capital Pride at least fifteen (15) days prior written notice specifying the nature of the breach, and giving Capital Pride no less than fifteen (15) 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 fifteenth day. If breach occurs fewer than fifteen (15) days prior to the Event, Sponsor may not terminate this Agreement for breach.
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.
SEVERABILITY
If any provision in this Agreement is held invalid or unenforceable, the other provisions will remain enforceable, and the invalid or unenforceable provision will be considered modified so that it is valid and enforceable to the maximum extent permitted by law.
WAIVER
Any waiver under this Agreement must be in writing and signed by the party granting the waiver. Waiver of any breach or provision of this Agreement will not be considered a waiver of any later breach or of the right to enforce any provision of this Agreement.
FORCE MAJEURE
Neither party will be required to perform or be held liable for failure to perform if nonperformance is caused by labor strikes, work stoppages, war, hostilities, a national emergency, acts of God, epidemics, quarantines, natural disasters, power failures, or any other causes beyond the control of the party unable to perform. The non-performing party will notify and consult with the other party regarding the event and how to minimize its impact, and in all cases will make commercially reasonable efforts to address the problem and carry out its obligations.
ASSIGNMENT
Neither party may assign, directly or indirectly, by operation of law, change of control or otherwise, this Agreement or any rights or obligations hereunder, without the prior written consent of the other party. Any attempt to assign this Agreement shall be void and of no force and effect.
AUTHORITY
The signatories to this Agreement hereby warrant that they have read and agree to the terms, conditions and provisions of this Agreement and have full power and authority to sign for and bind their respective organizations.
ENTIRE AGREEMENT
This Agreement supersedes any prior understandings or oral agreements between the parties regarding the subject matter hereof and constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof.
