UMASS Cannabis Education Coalition

Applicable to Vendors, Sponsors, and Food Vendors

This Event Sponsorship Agreement is made as of this ________ day of , (the “Effective Date”) by and between ________ (“Sponsor”) and The UMass Amherst Cannabis Education Coalition (“Organizer”).
WHEREAS, Organizer wishes to promote, organize, and run an event (the “Event”);
WHEREAS, Sponsor wishes to purchase certain promotional, sponsorship, advertising, and other related rights with respect to the Event;
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and intending to be legally bound, Organizer and Sponsor (collectively the “Parties”) hereby agree as follows:

Sponsorship. Organizer hereby engages Sponsor, and Sponsor hereby accepts such engagement, each subject to the terms and conditions set forth in this Agreement, to be a sponsor of the Event. 

Sponsorship Benefits. In consideration of Sponsor’s payment of the Sponsorship Fee, Organizer shall provide Sponsor with the Sponsorship Benefits set forth in Exhibit B.

Organizer’s Services. At Organizer’s sole expense, Organizer will develop, organize, promote, produce, run, and perform all acts necessary for the planning and running of the Event, including without limitation, those as specifically set forth in Exhibit A attached hereto and incorporated herein by this reference (collectively, the “Services”). The location, date, time, hours, and other material information with respect to the Event are set forth in Exhibit A.  Organizer shall perform the Services in a first-class, skillful, appropriate, and competent manner, exercising due and customary professional care at all times.

License Grants. Sponsor hereby grants Organizer, and Organizer hereby accepts, a non-exclusive, non-transferable, non-sublicensable right and license to use the Sponsor Marks solely as necessary to provide the Sponsorship Benefits during the Term.

Organizer hereby grants Sponsor, and Sponsor hereby accepts, a non-exclusive, non-transferable, non-sublicensable right and license to use the Organizer Marks during the Term 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.  

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 right, title, and interest in and to its Marks.

Fee. As full and complete consideration for the sponsorship rights as set forth herein, and provided that Organizer is not in material breach or default hereof, Sponsor shall pay Organizer ____________________ Dollars ($____________________) (the “Fee”). The Fee shall be due and payable on or before ______________. 

Term. This Agreement shall be effective as of the Effective Date and shall continue until the satisfactory completion of the Event (including tear down and clean up), unless terminated sooner in accordance with the terms hereof.

Termination/Cancellation.

Termination for Cause. Either party may immediately terminate this Agreement without liability if: (i) the other party (or any of its employees, directors, or officers) engages in conduct which violates any applicable U.S. state or local law, rule, regulation, or ordinance relevant to its fulfillment of obligations hereunder; (ii) the other party otherwise materially breaches any provision, warranty, or representation of this Agreement and, if curable, such material breach remains un-remedied for a period of seven (7) days following receipt of written notice thereof; or (iii) the other party becomes insolvent, makes a general assignment for the benefit of its creditors, suffers or permits the appointment of a receiver for its business, or becomes subject to any proceeding under bankruptcy laws or any other statute or laws relating to the insolvency or protection of the rights of creditors. Additionally, Sponsor may immediately terminate this Agreement if: (i) Organizer (or any of its employees, directors, or officers) engages in conduct or activities materially damaging to the business or reputation of Sponsor; (ii) Organizer infringes any patent, copyright, trademark, or other intellectual property right of Sponsor or of any third party; (iii) Organizer (or any agent of Organizer) violates the confidentially provisions set forth below; or (iv) Organizer postpones the Event, and/or changes the Event in any material way (i.e., to overall theme or activity, venue change, etc.).

Event Cancellation or Termination without Cause. Subject to the terms hereof, Sponsor may terminate this Agreement without cause (i.e., not for one of the reasons enumerated above) at any time by providing written notification to Organizer of its desire to so terminate. Organizer may not terminate this Agreement, however, other than for one of the reasons set forth in subsection (a) above, or if it cancels the Event in its entirety.

Consequences of Termination. If the Organizer cancels the Event, or if the Sponsor terminates for cause, the Organizer shall promptly return any and all amounts paid by Sponsor to Organizer hereunder, along with covering any and all expenses already incurred by Sponsor in connection with its activities hereunder (to the extent not reasonably cancellable by Sponsor). If the Sponsor terminates this Agreement without cause, or if the Organizer terminates for cause, the Sponsor shall not be entitled to a refund of the Fee or any portion thereof. In the event of any termination or expiration hereunder, Organizer agrees to promptly return to Sponsor all of Sponsor’s property in Organizer’s possession, along with any and all copies thereof (and vice-versa, if applicable).

Inclement Weather (if applicable). In the event of inclement weather, Organizer shall be entitled to move the Event to an indoor location pre-approved in writing by Sponsor, such approval not to be unreasonably withheld, conditioned, or delayed. In the event of any such relocation, Organizer shall be responsible for all costs associated with the move, including without limitation, the costs associated with relocating Sponsor’s promotional items and materials.

Representations and Warranties.

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.  

Organizer further 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.  

Sponsor further 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.

Advertising and Publicity; Marks. Except as otherwise provided for herein, each party shall be entitled to use photographs and/or videotaped recordings of the Event (provided that such materials do not include the other party’s name, logo, likeness, or other marks or identifying characteristics of any kind) in any of such party’s marketing and promotional materials. To the extent that the materials incorporate any such identifying characteristics, the party seeking to display the materials must receive prior written consent from the other party in each instance (not to be unreasonably withheld, conditioned, or delayed). Additionally, if and to the extent that a party uses any photographs and/or videotaped recordings that incorporate any intellectual property or other third party rights of any kind, it shall be fully responsible to obtain any and all such rights at its own expense prior to any use thereof. Notwithstanding the foregoing or anything else contained herein, either party shall have the right to make reference generally (i.e., without revealing specifics) to the existence of the relationship entered into hereunder in order to promote the Event. Additionally, Organizer shall be required to state that Sponsor is an official sponsor of the Event in all such information and materials.

Other Responsibilities.

While the Parties agree that Organizer shall be responsible for all of the costs associated with planning and hosting the Event (from set up to tear down and everything in between unless otherwise agreed), Sponsor shall be responsible for all costs associated with Sponsor’s marketing, promotional, sponsorship (and other) activities at the Event (unless otherwise agreed to by the parties, or unless any such activities are engaged in pursuant to Organizer’s request or in response to Organizer’s breach).

Subject to Organizer’s obligations as set forth herein, each party is responsible for the cost of replacing any property or items that are lost, stolen, damaged, or destroyed by such party, or its employees, guests, invitees, and/or agents at the Event. Neither party is responsible for damage to any property or other items to the extent caused by an event or occurrence beyond the reasonable control of such party (i.e., weather, etc.).

Indemnification.  Each party (as “Indemnifying Party”) shall indemnify, hold harmless, and defend the other party and its affiliates, officers, directors, employees, subsidiaries, parent, agents, and permitted assigns (collectively, “Indemnified Party”) against any and all third party claims, losses, liabilities, damages, expenses, and costs, including reasonable attorneys’ fees and court costs, to the extent arising out of the Indemnifying Party’s: (i) negligence or willful misconduct; (ii) material breach of any of the terms of this Agreement; or (iii) any failure to comply with any applicable laws, regulations or codes in the performance of its obligations under this Agreement.  Indemnified Party shall provide Indemnifying Party with prompt written notice of any claim, give control of its defense and settlement to Indemnifying Party, and reasonably cooperate with Indemnifying Party, its insurance company, and its legal counsel in its defense of such claim(s), at Indemnifying Party’s sole expense. This indemnity shall not cover any claims in which there is a failure to give Indemnifying Party prompt notice, but only to the extent that such lack of notice prejudices its defense of the claim.  Indemnifying Party may not settle any potential suit hereunder without Indemnified Party’s prior written approval (not to be unreasonably withheld, conditioned or delayed).

Insurance. Organizer shall maintain, at its own cost and expense and during the Term, the types and amounts of insurance coverage as are set forth in Exhibit A (if any).

Limitation of Liability. EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS AS SET FORTH HEREIN, IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT TO THE OTHER FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOSS BUSINESS OPPORTUNITIES, DAMAGE TO GOOD WILL OR REPUTATION, AND COSTS OF COVER, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND/OR IF SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. A PARTY’S ENTIRE AGGREGATE LIABILITY FOR ANY CLAIMS RELATING TO THIS AGREEMENT WILL BE LIMITED TO AN AMOUNT EQUAL TO THE FEE PAID BY SPONSOR HEREUNDER. ANY CLAIMS MADE PURSUANT TO THIS SECTION MUST BE MADE WITHIN ONE YEAR OF THE INCIDENT TO WHICH THEY RELATE OR FOREVER BE BARRED. THIS SECTION SHALL SURVIVE THE TERMINATION OF THE AGREEMENT.

Force Majeure. Neither party shall be liable for delay or failure in the performance of its obligations under this Agreement if such delay or failure is caused by conditions beyond its reasonable control, including but not limited to, fire, flood, inclement weather, accident, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God, terrorism, civil commotion, cancellation or closure by the applicable venue, or labor disputes. Each party shall notify the other party in writing of the occurrence of such an event as soon as practically possible, which notice shall include a detailed description of the event of force majeure along with the affected party’s best estimate of the length of time such event will delay or prevent performance hereunder. Additionally, the affected party shall use all reasonable efforts to limit the impact of the event of force majeure on its performance hereunder.

Relationship of the Parties. The parties hereto are independent contractors and not employees of each other. Nothing in this Agreement, and no course of dealing between the Parties, shall be construed to create or imply an employment, agency, partnership, or joint venture relationship between the Parties. Neither party shall be entitled to enter into any agreement or otherwise bind the other party except as specifically authorized hereunder and/or as pre-approved in writing by such other party in advance.

Confidentiality.

In connection with this Agreement, each party  may disclose or make available Confidential Information to the other party. As a condition to being provided with any disclosure of or access to the Disclosing Party’s Confidential Information, the Receiving Party shall safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care;

Governing Law and Dispute Resolution. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts without regard to its conflict of laws principles. The Parties hereby agree that any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration in the locale of Northampton, MA, administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.  

Attorneys’ Fees. If either party incurs any legal fees associated with the enforcement of this Agreement or any rights under this Agreement, the prevailing party shall be entitled to recover its reasonable outside attorney’s fees and any court, arbitration, mediation, or other reasonable litigation expenses from the other party.

Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the address set forth herein or otherwise designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt by the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

Severability. If any clause or portion of this Agreement is held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining clauses or portions shall remain in full force and effect.

No Assignment. This Agreement may not be assigned or delegated, in whole or in part, without the prior written consent of the other party, such consent not to be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing and subject to the terms hereof, Sponsor shall be free to assign this Agreement to any: (a) affiliate of Sponsor; or (b) successor entity of Sponsor that assumes all, or a majority of, Sponsor’s assets in writing. Any purported assignment that is not expressly permitted by this clause shall be null and void.

Waiver. No waiver of any term or right in this Agreement shall be effective unless made in writing and signed by an authorized representative of the waiving party. The failure of either party to enforce any clause of this Agreement shall not be construed as a waiver or modification of such clause, or impairment of its right to enforce such clause at a later point in time.

Entire Agreement; Modification. This Agreement, including Exhibits attached hereto, sets forth the entire agreement between the Parties with respect to its subject matter and supersedes any prior agreement or communication between the Parties, whether written or oral, relating to the subject matter hereof. No representation, inducement, or promise has been made or relied upon by either party other than as expressly set forth in this Agreement. This Agreement may be modified only by a written amendment signed by an authorized representative of each party. To the extent that the terms hereof contradict any of the terms of any attachment hereto, the terms hereof shall govern unless specifically set forth to the contrary therein.

Survival. The provisions hereof which are intended by their very nature to survive any expiration or termination of this Agreement shall so survive, including without limitation, termination, confidentiality, limitations of liability, representations & warranties, and indemnifications.

Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original, but all of which together will constitute one and the same instrument, without necessity of production of the others. An executed signature page delivered via facsimile transmission or electronic signature shall be deemed as effective as an original executed signature page.