This is an electronic agreement. By submitting an application, you are validating and approving the below terms and conditions. Term: This Agreement shall be in effect until thirty (30) days have elapsed after the completion of the last of the Events (the “Term”).
Sponsor Obligations: Sponsor agrees to participate in Spring Fest Event in Pearland, Texas by paying the selected sponsorship level fee (the “Sponsor Fee) to the City by the posted application dates.
City’s Obligations: City shall obtain all necessary permits and authorizations for the Event. City agrees to use all reasonable efforts to organize and execute event as outlined in these terms and conditions.
Sponsor Benefits: City grants Sponsor a right and license to engage in certain advertising and promotional activities in connection with sponsoring the Event, as set forth more fully below.
(1) Advertising.
- Sponsor shall have the right to display Sponsor’s name and/or logo(s) on banners or other signage provided by Sponsor, subject to the reasonable determination of City that the content, size, and format of such signage is appropriate, at designated locations on the grounds of the Events, such locations to include the Sponsor’s booth, if any, and at other locations designated by City.
(2) Additional benefits.
City shall provide Sponsor the additional benefits listed in the application Sponsorship Benefits section. By separate written agreement, City may provide certain sponsors contributing at higher levels with further additional rights or privileges in connection with the Events. By way of example, for such higher level sponsors, City may: (i) include a sponsor’s logo or other stylized identification in any of City’s printed advertisements or promotional material for the Events; (ii) provide a sponsor an exclusive right to sell or distribute certain merchandise on the grounds of the Events; or (iii), provide sponsors with other negotiated rights or privileges, including exclusivity, in connection with the Events. It is expressly agreed that the Events may have multiple tiers of sponsors. Sponsor acknowledges that it is not entitled to any additional rights and
privileges not otherwise specifically provided for pursuant to this Agreement, absent a separate written agreement or written addendum to this Agreement that extends additional rights or privileges.
Termination: This Agreement may be terminated by: (i) expiration of the Term; (ii) automatic termination in the event that Sponsorship Fees are not received on time according to this Agreement; (iii) should conditions arise during the life of the sponsorship that results in the sponsorship conflicting with City policy; (iv) sponsorship is no longer in the best interest of the City; or (v), optional termination, by written notice, in the event City ceases to be associated with the Events.
Legal Compliance: All of Sponsor’s rights are subject to any federal, state, and local laws and ordinances applicable to and during the Events. Sponsor agrees to comply with all such laws and ordinances.
Force Majeure: The Events may be conducted in whole, or at least in part, at an outdoor venue, and as a result are dependent upon fair weather. Accordingly, City’s performance of its obligations under this Agreement shall be excused by acts of God such as fires, storms, lightning, floods, confiscations or restraints of government (civil or military), strikes or labor disputes, civil disturbances, or any other cause that is not within the reasonable control of City and not otherwise due to any negligence or willful misconduct by City (“Force Majeure”). In such event, the City will issue a partial refund of the Sponsorship Fee, in the amount of City’s reasonable determination of the value of the benefit becomes unavailable or Event that is canceled.
Indemnity: Sponsor shall defend, indemnify, and hold harmless City and its affiliates, officers, directors, employees, agents, attorneys, successors, and assigns from and against any and all suits, actions, claims, losses, demands, damages, liabilities, costs, and reasonable expenses, including reasonable attorneys’ fees, that result solely from City’s inclusion of Sponsor’s Marks
in any advertising or promotional material connected with the Events, or Sponsor’s use of a logo of the Events, in any manner inconsistent with terms of this Agreement.
Sponsor shall defend, indemnify, and hold harmless City and its affiliates, officers, directors, employees, agents, attorneys, successors, and assigns from and against any and all suits, actions, claims, losses, demands, damages, liabilities, costs, and reasonable expenses, including reasonable attorneys’ fees, including but not limited to bodily injury or property damage, that are due to the negligence of Sponsor or Sponsor’s agents or employees.
The indemnities in this Section shall survive the termination of this Agreement.
Assignability: City may assign all or part of its rights or obligations under this Agreement to any successor in interest thereto. Sponsor may assign all or part of its rights or obligations under this Agreement only with the consent of City, which consent shall be at City’s sole discretion.
Severability: If any part of this Agreement contravenes any applicable statutes, regulation, rules, or common law requirement, then, to the extent and only to the extent of such contravention, such part shall be severed from this Agreement and deemed non-binding while all other parts of this Agreement shall remain binding, so long as the material purposes of this Agreement can be determined and effectuated.
Governing Law and Venue: This Agreement shall be governed by and construed in conformity with the laws of the State of Texas, exclusive of its conflict of law principles. The Agreement is performable in Brazoria County, Texas, and the Parties agree that venue for any legal dispute under the Agreement shall be Brazoria County, Texas. The Parties to this agreement shall use their best efforts to settle any controversy or claim arising out of or relating to this agreement, or
the breach thereof.
Entirety of Agreement: This Agreement and its attachments contain the entire understanding between the Parties and supersede any prior understanding and written or oral agreement between them respecting this subject matter. There are no representations, agreements, or understandings, oral or written, between the parties relating to the subject matter of this Agreement not fully expressed in this Agreement. Any modification to this Agreement must be written and executed by the Party to be bound thereby.
Signatures: By submitting an application, you acknowledge that you have read and agree to the terms of the application as outlined.
ACKNOWLEDGED AND AGREED TO on behalf of City and Sponsor as of the Effective Date of application.
