SPONSORSHIP AGREEMENT
This Sponsorship Agreement (this “Agreement”) is effective as of the date of acceptance through an online transaction (the “Effective Date”) by and between The Executive Initiative LLC, a New Jersey Limited Liability Company, with its principal place of business at 601 US Highway 206, Suite 26-354, Hillsborough, NJ 08844 (“Company”), and the entity engaging in sponsorship (“Sponsor”) through the Company’s online payment mechanism. By selecting a specific sponsorship role and its associated benefits for the CISO Initiative Summit and completing the purchase through the online payment system, the Sponsor agrees to and accepts the terms and conditions of this Agreement. The Company and Sponsor may be referred to herein individually as a “Party,” and collectively, as the “Parties.”
RECITALS:
WHEREAS, the Company organizes and operates the “Event” (as defined below) and has the right and authority to provide sponsorship, advertising, and promotional benefits to third parties in connection with the Event;
WHEREAS, Sponsor desires to become a sponsor of the Event; and
WHEREAS, the Parties wish to set out the terms and conditions under which the Company will provide sponsorship, advertising, and promotional benefits to Sponsor,
NOW, THEREFORE, in consideration of the covenants and agreements contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. Definitions
In this Agreement (including the recitals), the following terms shall have the following meanings:
(a) “Cancellation Date” has the meaning given to such term in Section 5.1;
(b) “Event” means the CISO Initiative Summit, which will be held at the Luminary Hotel in Fort Myers, FL on June 5th and 6th, 2024, the ancillary events and celebrations in connection therewith;
(c) “Event Marks” means the trademarks (whether registered or unregistered), logos, slogans, and designs of the Company set forth on Schedule “B”, as changed, modified, or replaced by the Company from time to time;
(d) “Sponsor Marks” means the trademarks (whether registered or unregistered), logos, slogans, and designs of Sponsor set out in Schedule “C”, as the same may be changed, modified, or replaced by Sponsor from time to time;
(e) “Term” has the meaning given to such term in Section 6.1.
2. Grant of Sponsorship and Rights
2.1 The Company hereby grants sponsor status in respect of the Event to Sponsor and all of the privileges and benefits described in Schedule “A” for the Term, subject to the terms and conditions of this Agreement.
2.2 The Company hereby grants Sponsor a non-exclusive, non-assignable, non-transferable, non-sublicensable, and royalty-free license to use the Event Marks, if any, in connection with the promotion, advertising, and marketing of Sponsor to indicate a sponsorship relationship or association with the Event during the Term. Sponsor hereby grants the Company a non-exclusive, non-assignable, non-transferable, non-sublicensable, and royalty-free license to use Sponsor Marks in connection with the promotion, advertising, and marketing of the Event during the Term.
2.3 Promptly after the execution and delivery of this Agreement: (a) the Company shall deliver to Sponsor electronic copies of the Event Marks; and (b) Sponsor shall deliver to the Company electronic copies of Sponsor Marks.
2.4 In the event that the Company is unable to provide any specific privilege or benefit as set out in Schedule “A”, then the Company will use commercially reasonable efforts to replace the privilege or benefit with such other privilege or benefit of comparable value as the Company and Sponsor, acting reasonably and in good faith, shall deem appropriate. If Sponsor, acting reasonably and in good faith, is not satisfied with the replacement privilege or benefit proposed by the Company, the Parties shall in good faith negotiate an equitable adjustment to the amount of Sponsor Contributions.
3. Non-Exclusive Rights
3.1 Notwithstanding any other provision contained in this Agreement, Sponsor hereby acknowledges and agrees that: (a) the rights and benefits granted to Sponsor by the Company pursuant to this Agreement are provided on a non-exclusive basis; (b) the Event will be conducted in part on public property or shared facilities over which the Company has no control and which may be utilized by or contain advertisements by direct competitors of Sponsor; and (c) Event participants may wear advertisements on their clothing over which the Company has no control. The Company shall have no obligations or liability to Sponsor in relation to any signage, advertising, or other marketing materials in any area, or worn by any person, over which the Company does not have exclusive control.
4. Sponsor Contributions and Benefits
4.1 Sponsorship Contributions: In recognition of the rights, privileges, entitlements, and benefits accorded under this agreement, the Sponsor agrees to pay the specified amount outlined at the time of purchase in the online system or as agreed upon through alternative payment arrangements. Full payment is required to guarantee the sponsorship benefits, and such benefits will not be provided until payment is received in full. This includes any applicable transfer, sales taxes, or similar charges.
4.2 Provision of Benefits: Upon receipt of the Sponsorship Contributions, the Company will provide benefits to the Sponsor as detailed in the sponsorship package selected during the online purchase or as otherwise agreed upon. These benefits are contingent on timely payment and may include promotional opportunities, event participation rights, and other advantages specific to the sponsorship level chosen by the Sponsor.
5. Cancellation of the Event
5.1 In the event that the Event is canceled for any reason, the Parties shall not be obliged to further perform their respective obligations under this Agreement and the rights and obligations contemplated under this Agreement shall terminate with effect from the date on which the Company officially announces that the Event will not be held during the Term (the “Cancellation Date”). Upon the termination of this Agreement due to the cancellation of the Event, Sponsor’s sole remedy and recourse shall be to a refund of any cash payment paid and/or in-kind items or benefits provided by Sponsor up to the Cancellation Date. Notwithstanding the foregoing, the Company shall have no obligation to return to Sponsor, or provide any reimbursement to Sponsor in respect of, any in-kind items or benefits provided by Sponsor prior to the Cancellation Date which have been transferred or allocated by the Company to, or used by, a third party prior to the Cancellation Date.
6. Term and Termination
6.1 The term of this Agreement shall commence on the date of execution of this Agreement and will remain in force until the day after the Event, unless terminated earlier in accordance with its terms (the “Term”).
6.2 A Party may terminate this Agreement immediately upon written notice to the other Party in the event that the other Party: (a) is in material breach of any provisions of this Agreement, which shall include a breach by a Party of any its representations, warranties, and covenants in Section 7 or any provisions of Section 8 or 10 below; (b) engages in conduct which reflects unfavorably upon the goodwill, reputation, or image of the other Party or the Event; or (c) ceases to carry on business as a going concern, is unable to pay its debts as they fall due, makes a voluntary assignment or is petitioned into bankruptcy, or a receiver or receiver/manager is appointed with respect to any or all of the assets or undertakings of such Party.
7. Representations, Warranties, and Covenants
7.1 Each Party represents, warrants, and covenants to the other Party that: (a) it is duly incorporated, organization or formed and validly existing; (b) the execution, delivery, and performance of this Agreement have been or will be duly authorized by such Party and once executed this Agreement will constitute a legal, valid, and binding obligation of such Party enforceable in accordance with its terms, subject to bankruptcy, insolvency, and similar laws affecting the rights of creditors generally and the application of equitable principles; and (c) the execution, delivery, and performance by such Party of this Agreement do not and will not result in a breach or violation of any law, regulation, order, or ruling applicable to such Party, and do not and will not constitute a breach of or default under any agreement, contract, undertaking, or covenant to which it is a party or by which it is bound.
7.2 The Company represents, warrants, and covenants to Sponsor that the Company is, and shall take commercially reasonable efforts to continue to be, the exclusive legal owner of the Event Marks and, to the best of its knowledge, no third party has any rights in the Event Marks that prohibit the license to use such Event Marks being granted to Sponsor pursuant to this Agreement.
7.3 Sponsor represents, warrants, and covenants to the Company that Sponsor is, and shall take commercially reasonable efforts to continue to be, the exclusive legal owner of Sponsor Marks and, to the best of its knowledge, no third party has any rights in Sponsor Marks that prohibit the license to use such Sponsor Marks being granted to the Company pursuant to this Agreement.
8. Protection of Event Marks and Sponsor Marks
8.1 The Event Marks are and shall remain the exclusive property of the Company, and all use of the Event Marks by Sponsor shall be in strict compliance with this Agreement and any written guidelines delivered by the Company to Sponsor. Sponsor Marks are and shall remain the exclusive property of Sponsor, and all use of Sponsor Marks by the Company shall be in strict compliance with this Agreement and any written guidelines delivered by Sponsor to the Company. Upon termination of this Agreement for any reason, the Company shall immediately cease using Sponsor Marks and Sponsor shall immediately cease using the Event Marks.
8.2 Extended Rights for Use of Sponsor’s Mark: Notwithstanding the termination or expiration of this Agreement, The Executive Initiative LLC shall have the right to continue using the Sponsor’s marks, logos, and other brand features (“Sponsor’s Marks”) in its marketing materials, on its website, and in other communications for the purpose of referencing the Sponsor’s support and participation in the CISO Initiative Summit from a historical perspective. This includes the right to use the Sponsor’s Marks in future marketing materials to showcase past sponsors of the Event, in retrospective communications about the Event, and in materials promoting the legacy and impact of the Event.
8.3 Conditions for Extended Use: The Executive Initiative LLC agrees that any such use of the Sponsor’s Marks shall be in good taste, shall not imply ongoing sponsorship or endorsement by the Sponsor beyond the Term of this Agreement, and shall comply with any brand guidelines or usage requirements specified by the Sponsor. The Executive Initiative LLC also commits to cease the use of the Sponsor’s Marks immediately upon Sponsor’s request, should the Sponsor determine that such continued use adversely affects its brand or business interests.
8.4 Notification and Approval: The Executive Initiative LLC shall notify the Sponsor of any intended use of the Sponsor’s Marks beyond the Term of the Agreement, providing the Sponsor with the opportunity to review and approve the context and manner of such use, such approval not to be unreasonably withheld.
9. Indemnification and Limitation of Liability
9.1 Each Party (the “Indemnifying Party”) shall indemnify and hold harmless the other Party (the “Indemnified Party”) and its affiliates and their respective directors, officers, employees, and agents from and against any and all claims, damages, proceedings, costs, and expenses resulting from or in connection with: (a) any breach of any representations, warranties, covenants, or agreements of the Indemnifying Party in this Agreement; (b) any advertising by the Indemnifying Party that includes Sponsor Marks or Event Marks which is false, misleading, or deceptive; or (c) any claim that the license or use of the Event Marks or Sponsor Marks, as the case may be, by the Indemnifying Party in accordance with this Agreement infringes the intellectual property rights of a third party.
9.2 Notwithstanding any other provision of this Agreement: (a) no Party shall have any liability for, and each Party hereby waives and disclaims, any and all claims and causes of action, or warranty for any indirect, incidental, punitive, special, consequential, or exemplary damages arising out of or in connection with this Agreement; and (b) the Company’s aggregate liability under or in connection with this Agreement shall in no event exceed the fair market value of Sponsor Contributions.
10. Force Majeure
10.1 Neither Party shall be responsible for any failure to comply with any of the terms of this Agreement where such failure is directly or indirectly caused by or results from events of force majeure beyond the reasonable control of the Party. These events shall include, but not be limited to, fire, flood, earthquake, accident, civil disturbances, war, rationing, embargoes, strikes or labor problems, delays in transportation, acts of God or acts of government. A Party shall immediately advise the other of any actual or anticipated delay in the performance of its obligations under this Agreement as a result of a force majeure event and shall provide particulars on the cause and expected duration of the delay.
11. Miscellaneous
11.1 Nothing in this Agreement shall be deemed to create a partnership, joint venture, or principal-agent relationship between the Parties. This Agreement shall not permit either Party to make statements, representations, or commitments of any kind on behalf of the other Party unless specifically set out in this Agreement or otherwise as authorized in writing by that Party in advance.
11.2 This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes and replaces any and all prior agreements, undertakings, representations, or negotiations pertaining to the subject matter hereof. The Parties agree that they have not relied upon any verbal statements, representations, warranties, or undertakings in order to enter into this Agreement.
11.3 This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of New Jersey, without reference to the choice of law provisions thereof. Any legal action or proceeding with respect to this Agreement or any transaction related hereto shall be brought in the courts of the State of New Jersey located in Somerset, New Jersey, or in the United States District Court for the District of New Jersey located in Newark, New Jersey, and by the execution and delivery of this Agreement, each of the Parties hereto hereby consents for himself/herself/itself and in respect of his/her/its property to the exclusive jurisdiction of the aforesaid courts. Each of the Parties hereto hereby irrevocably waives, to the extent permitted by applicable law, any objection, including, but not limited to, any objection to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any action or proceeding in such jurisdictions in respect of this Agreement or any transaction related hereto.
11.4 The provisions of Sections 5, 7, 8, 9, and 11 shall survive termination of this Agreement for any reason.
11.5 Unless otherwise indicated in this Agreement or by a Services referencing this Agreement, any notice required to be given by one party to the other shall be deemed effective on the date of receipt and shall be provided in writing. Email is acceptable as long as there is an acknowledgment that the message was received.
11.6 If any term or provision of this Agreement or the application thereof shall be invalid or unenforceable, the remainder of this Agreement shall be unaffected thereby and each remaining term or provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.
11.7 This Agreement will ensure to the benefit of the Parties and their respective successors and permitted assigns. Neither Party may assign any of its rights or obligations under this Agreement without the prior written consent of the other Party.
11.8 No amendment, modification, or waiver of this Agreement will be effective unless specifically made in writing and duly signed by the Party to be bound thereby. Unless otherwise provided therein, such waiver shall not limit or affect the rights of such Party with respect to any other breach.
11.9 Each Party shall promptly do, execute, and deliver or cause to be done, executed, and delivered all further acts, documents, and things in connection with this Agreement any other party hereto may reasonably require for the purpose of giving effect to this Agreement.
12. Privacy and Data Protection
12.1 Data Collection and Use: The Sponsor acknowledges and agrees that The Executive Initiative LLC may collect, store, and use data related to the Sponsor, including but not limited to, company name, contact information, and financial transaction data, for the purpose of fulfilling the sponsorship agreement, promoting the Event, and as otherwise specified in this Agreement. All data collected by The Executive Initiative LLC shall be used in compliance with applicable data protection laws and regulations.
12.2 Data Protection Compliance: The Executive Initiative LLC commits to protecting and respecting the privacy of the Sponsor’s data in accordance with applicable data protection legislation. This includes implementing appropriate technical and organizational measures to ensure a level of security appropriate to the risk, in relation to the data processed.
12.3 Data Sharing and Disclosure: The Executive Initiative LLC may share the Sponsor’s data with third parties only as necessary for the execution of the Event, including but not limited to vendors, partners, and service providers involved in the organization of the Event, or as required by law. Any third parties who receive Sponsor’s data will be bound by confidentiality and data protection obligations consistent with this Agreement and applicable law.
12.4 Data Rights: The Sponsor has rights in relation to their data, including the right to access, correct, delete, or restrict processing of their data, as well as the right to object to processing and the right to data portability, subject to applicable law. Requests to exercise these rights can be directed to The Executive Initiative LLC’s designated contact for privacy matters.
12.5 Data Retention: The Executive Initiative LLC will retain the Sponsor’s data only for as long as is necessary for the purposes set out in this Agreement, or as required to comply with legal obligations, resolve disputes, and enforce our agreements.
12.6 Changes to Data Use Policy: The Executive Initiative LLC reserves the right to update or modify its data use policies in response to changing legal or operational requirements. Significant changes to the policies affecting the processing of the Sponsor’s data will be communicated to the Sponsor in advance.