(a) Sponsor hereby grants Organizer and Organizer hereby accepts a non-exclusive, non-transferable, non-sublicensable right and license to use the Sponsor Marks in the Territory solely as necessary to provide the Sponsorship Benefits during the Term.
(b) Organizer hereby grants Sponsor, and Sponsor hereby accepts, a non-exclusive, non-transferable, non-sublicensable right and license to use the Organizer Marks in the Territory during the Term:
(i) in its advertising, marketing, and promotional materials in all formats and media, including on its website, mobile apps, and social marketing pages on third-party websites and mobile apps, to identify and promote its association with and its status as a sponsor of the Event.
(c) All uses of a party's Marks, and all goodwill associated therewith, shall inure solely to the benefit of such party, and each party shall retain all night, title, and interest in and to its Marks.6. Event Obligations Organizer shall, at its sole cost and expense:
(a) create, program, market, produce, and manage the Event;
(b) notify Sponsor immediately in writing of any planned or anticipated material changes to the Event, including any change to the dates of the Event; and
(c) on a timely basis secure, and throughout the Event fully comply with, all licenses, permits, and approvals required by applicable Law in connection with the Event.7. Term The term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant to any express provisions of the Agreement, will continue in effect until completion of the Event (the “Term”). 8. Termination
(a) Sponsor may terminate this Agreement upon written notice to Organizer as a result of a material change in the Event that is caused by or related to a Force Majeure as set forth otherwise herein.
(b) Either party may terminate this Agreement, immediately upon written notice to the other party if:
(i) the other party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured fourteen (14) days after the non-breaching party provides the breaching party with written notice thereof; or
(ii) the other party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
(c) On expiration or earlier termination of this Agreement:
(i) all licenses granted hereunder will also terminate and each party shall immediately cease using the other party's Marks;
(ii) if Sponsor terminates this Agreement early pursuant to Section 8(a), Organizer shall refund to Sponsor all previously paid Sponsorship Fees.
(iii)If Sponsor terminates this Agreement for any reason other than those set forth in Sections 8(a) and (b) herein then Sponsor agrees to the following:
(A) If Sponsor terminates this Agreement anytime greater than 120 days prior to the Event Sponsor agrees that the 25% payment of Sponsorship Fee due at signing of the Sales Contract shall be converted into a cancellation fee;
(B) If Sponsor terminates this Agreement within 120 days prior to the Event Sponsor shall remain fully responsible for the full payment of the Sponsorship Fee as set forth in the Sales Contract. 9. Representations and Warranties.
(a) Each party represents and warrants to the other party that: (i) it is duly organized, validly existing, and in good standing as a corporation or other entity as represented herein under the laws and regulations of its jurisdiction of incorporation, organization, or chartering; (ii) it has the full right, power, and authority to enter into this Agreement, to grant the rights and licenses granted hereunder, and to perform its obligations hereunder; (iii) the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action of the party; and (iv) when executed and delivered by both parties, this Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms.
(b) Organizer represents and warrants that the Organizer Marks and Sponsor's use thereof in accordance with this Agreement will not infringe, misappropriate, or otherwise violate any rights of any third party.
(c) Sponsor represents and warrants that the Sponsor Marks and Organizer's use thereof without alteration and otherwise strictly in accordance with this Agreement will not infringe, misappropriate, or otherwise violate any rights of any third party.10. Force Majeure. No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from acts beyond the impacted part's ("Impacted Party") control, including, without limitation, the following force majeure events (" Force Majeure Event(s)): (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order or law; (e) embargoes or blockades in effect on or after the date of this Agreement; and (f) shortage of adequate power or transportation facilities. 11. Indemnity. Sponsor shall indemnify, defend, and hold harmless Organizer, and its officers, directors, employees, agents, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, the cost of enforcing any right to indemnification hereunder resulting from any claim, suit, action, or proceeding arising out of or related to: (i) the Sponsor Materials, solely as used, presented, displayed, and distributed without alteration and otherwise in strict compliance with this Agreement; or (ii) Sponsor's breach of any representation, warranty, covenant, or obligation of Sponsor under this Agreement. 12. General.
(a) The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. (b) All notices, requests, consents, claims, demands, waivers, and other communications hereunder must be in writing and addressed to the parties as follows (or as otherwise specified by a party in a notice given in accordance with this Section):
(i) For Sponsor as set forth in Sales Contract. (ii) For Organizer as set forth in Sales Contract.
(c) The parties intend this Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The exhibits, schedules, attachments, and appendices referred to herein are an integral part of this Agreement to the same extent as if they were set forth verbatim herein. (d) The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement. (e) This Agreement constitutes the entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. (f) Neither party may assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without the other party's prior written consent, provided, however, that Sponsor may assign or otherwise transfer all or any of its rights, and delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without Organizer's consent to the successor to all or substantially all of its business to which this Agreement relates. (g) No amendment to or modification of this Agreement is effective unless it is in writing and signed by each party. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. (h) If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. (i) This Agreement is governed by and construed in accordance with the internal laws of the State of Alabama, without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Alabama. Any legal suit, action, or proceeding arising out of this Agreement or the licenses granted hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of Alabama in each case located in the city of Tuscaloosa and County of Tuscaloosa, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. (j) Each party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby. (k) In the event that any action, suit, or other legal or administrative proceeding is instituted or commenced by either party hereto against the other party arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and court costs from the non-prevailing party.