C) Advertising: Sponsor will also receive advertising placement(s) based on the sponsorship level selected above.
Alliance publications are published for and on behalf of the association’s membership and to advance the museum profession. The Alliance therefore reserves the right to reject, omit or cancel advertising that it feels is not in the best interest of the membership or the profession.
D) Consideration: As support of the American Alliance of Museums’ 2021 Annual Meeting and MuseumExpo Sponsor agrees to remit to the Alliance the sum specified in its sponsorship level to be paid in full no later than February 1, 2021.
If Sponsor signs and returns Agreement after February 1, 2021, the Alliance cannot guarantee any form of recognition or advertising in conjunction with this event.
Sponsor must sign and submit this Agreement prior to any recognition.
Payment must be submitted directly to the Alliance either by online electronic payment or by check mailed to: AAM, PO Box 741970, Atlanta, GA 30374-1970.
E) Mutual Intellectual Property License:
1. Limited License to the Alliance. In connection with the non-exclusive sponsorship of the American Alliance of Museums’ 2021 Annual Meeting and MuseumExpo, the Alliance is hereby granted a limited, revocable, non-exclusive license to use the name and the logo of Sponsor as set forth in Exhibit A to this Agreement (hereinafter individually and collectively referred to as the “Sponsor Marks”) solely to identify Sponsor as a sponsor of the American Alliance of Museums’ 2021 Annual Meeting and MuseumExpo with the limited authority to use the Sponsor Marks solely in connection with the activities authorized under this Agreement, subject to the terms and conditions of this Agreement. Sponsor represents and warrants that it has the full right and authority to enter into this Agreement and to grant the license provided herein; that it has not previously in any manner disposed of any of the rights herein granted to the Alliance nor previously granted any rights adverse thereto or inconsistent therewith; that there are no rights outstanding which would diminish, encumber or impair the full enjoyment or exercise of the rights herein granted to the Alliance; and that the Sponsor Marks do not and will not violate or infringe upon any patent, copyright, literary, privacy, publicity, trademark, service mark, or any other personal or property right of any third party, nor will same constitute a libel or defamation of any third party.
2. Limited License to Sponsor. In connection with the non-exclusive sponsorship of the American Alliance of Museums’ 2021 Annual Meeting and MuseumExpo, Sponsor is hereby granted a limited, revocable, non-exclusive, non-assignable license without the right to sublicense to use the trademarks set forth in Exhibit B to this Agreement (hereinafter individually and collectively referred to as the “Alliance Marks”) solely with the term “Sponsor” prominently displayed directly adjacent thereto (to ensure the absence of any implication that Sponsor is endorsed by the Alliance), with the limited authority to use the Alliance Marks solely in connection with the activities authorized under this Agreement, subject to the terms and conditions of this Agreement. In no event shall Sponsor use the Alliance Marks in a manner that states or implies an endorsement of Sponsor (or Sponsor’s products or services) by the Alliance. Notwithstanding the foregoing, for quality control purposes, all uses by Sponsor of the Alliance Marks shall be subject to the prior approval of the Alliance, and shall be consistent with any guidelines established by the Alliance regarding third-party use of its logo including but not limited to the Alliance’s Sponsor Logo Use Policy set forth in Exhibit C.
F) Indemnification: Sponsor hereby agrees to indemnify, save and hold harmless the Alliance and its subsidiaries, affiliates, related entities, partners, agents, officers, directors, employees, attorneys, heirs, successors, and assigns, and each of them, from and against any and all claims, actions, demands, losses, damages, judgments, settlements, costs and expenses (including reasonable attorneys' fees and expenses), and liabilities of every kind and character whatsoever, which may arise by reason of: (i) any act or omission by Sponsor or any of its officers, directors, employees, or agents; (ii) any use of Sponsor’s name, logo, Web site, or other information, materials, products, or services provided by Sponsor; and/or (iii) the inaccuracy or breach of any of the covenants, representations and warranties made by Sponsor in this Agreement. This indemnity shall survive termination of this Agreement and require the payment of all costs and expenses by Sponsor as they occur.
G) Termination: This Agreement shall be effective as of the date and year first above written and shall terminate: (i) upon the occurrence of a material breach of a material provision by one (1) of the parties hereto if such breach is not cured within thirty (30) days after written notice of such breach is received by the breaching party from the non-breaching party identifying the matter constituting the material breach; or (ii) at the conclusion of the American Alliance of Museums 2021 Annual Meeting and MuseumExpo.™ As it relates to the Alliance, cause for immediate termination shall include, but not be limited to, (i) Sponsor being charged with or accused of the commission of any act which is an offense involving moral turpitude under any Federal, State or local law, or any act which casts an unfavorable light upon the Sponsor’s association with the Alliance, or (ii) Sponsor performing, committing, or being accused of performing or committing any act which would unreasonably and objectively bring the Alliance or its programs, events and/or initiatives into disrepute. The determination of whether and to what extent the offense is cured or curable shall be made by the Alliance at its sole and absolute discretion. In the event of one Party’s insolvency, fraud or willful misconduct, this Agreement may be terminated by the other Party immediately upon written notice to the offending party.
Upon termination or expiration of this Agreement, Sponsor shall immediately cease utilization of the Alliance Marks. Any termination of this Agreement shall not release a Party from paying any fees owed to the other Party for any periods prior to or after termination.
H) Counterparts: This Agreement may be executed in one (1) or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one (1) and the same instrument.
I) Waiver: Either party's waiver of, or failure to exercise, any right provided for in this Agreement shall not be deemed a waiver of any further or future right under this Agreement.
J) Governing Law: All questions with respect to the construction of this Agreement or the rights and liabilities of the parties hereunder shall be determined in accordance with the laws of the District of Columbia. Any legal action taken or to be taken by either party regarding this Agreement or the rights and liabilities of parties hereunder shall be brought only before a federal, state or local court of competent jurisdiction located within the District of Columbia. Each party hereby consents to the jurisdiction of the federal, state and local courts located within the District of Columbia.
K) Limitation of Liability: SPONSOR ASSUMES TOTAL RESPONSIBILITY AND RISK FOR USE BY ANY PERSON OR ORGANIZATION OF THE PRODUCTS/SERVICES PROVIDED BY SPONSOR. SPONSOR SHALL INDEMNIFY AND HOLD THE ALLIANCE HARMLESS FOR ALL LIABILITIES AND CLAIMS ASSERTED BY ANY USER OF THE SPONSOR PRODUCTS/SERVICES AS WELL AS ALL EXPENSES, INCLUDING ATTORNEYS FEES, INCURRED BY THE ALLIANCE IN CONNECTION WITH SUCH LIABILITIES OR CLAIMS. THE ALLIANCE DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS, ENDORSEMENTS OR CONDITIONS WHATSOEVER (INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE OR NON-INFRINGEMENT, OR THE IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH REGARD TO THE SPONSOR’S PRODUCTS/SERVICES OR THE USE OF THE SPONSOR’S PRODUCTS/SERVICES.
L) Warranties: Each Party covenants, warrants and represents that it shall comply with all laws and regulations applicable to this Agreement and all activities contemplated by this Agreement, that it has the full right and legal authority to enter into and fully perform this Agreement in accordance with its terms without violating the rights of any other person, and that it shall exercise due care and act in good faith at all times in performance of its obligations under this Agreement. The provisions of this Section shall survive any termination or expiration of this Agreement.
M) Headings: The headings of the various paragraphs hereof are intended solely for the convenience of reference and are not intended for any purpose whatsoever to explain, modify or place any construction upon any of the provisions of this Agreement.
N) Assignment: This Agreement may not be assigned, or the rights granted hereunder transferred or sub-licensed, by either party without the express prior written consent of the other party.
O) Entire Agreement: This Agreement: (i) constitutes the entire agreement between the Parties hereto with respect to the subject matter hereof; (ii) supersedes and replaces all prior agreements, oral and written, between the Parties relating to the subject matter hereof; and (iii) may be amended only by a written instrument clearly setting forth the amendment(s) and executed by both Parties.
P) Severability: All provisions of this Agreement are severable. If any provision or portion hereof is determined to be unenforceable in arbitration or by a court of competent jurisdiction, then the remaining portion of the Agreement shall remain in full effect.
Q) Force Majeure: Neither party shall be liable for failure to perform its obligations under this Agreement due to events beyond its reasonable control, including, but not limited to, strikes, riots, wars, fire, acts of God, and acts in compliance with any applicable law, regulation or order (whether valid or invalid) of any governmental body.
R) Notice: All notices required or permitted to be made under this Agreement shall be in writing and shall be deemed to have been duly given when delivered or sent by prepaid certified or registered mail:
If to the Alliance:
American Alliance of Museums
2451 Crystal Drive, Suite 1005
Arlington, VA 22202
Attn: Carol Constantine, Director, Finance and Administration
Email: cconstan@aam-us.org
If to the Sponsor:
To the attention of the Authorized Representative at the Address listed below within this Agreement.
S) Relationship of Parties: The Parties are strictly independent contractors. No other relationship is intended, implied, or authorized, including without limitation that of joint venture, lessor-lessee, principal-agent, or seller-purchaser. Neither Party shall have the authority to enter into any agreements for nor on behalf of the other and the Alliance has no authority to make any representations or warranties to any third party concerning Sponsor’s services and programs. The Parties agree that at all times the Alliance and Sponsor are acting as independent contractors.
T) Confidentiality: Neither party shall disclose to third parties any business and/or technical information of the other designated orally or in writing as "CONFIDENTIAL" or "PROPRIETARY" without the prior written consent of the other party. Such restrictions do not extend to any item of information which (a) is now or later becomes available in the public domain without the fault of the receiving party; (b) is disclosed or made available to the receiving party by a third party without restrictions and without breach of any relationship or confidentiality; or (c) is independently developed by the receiving party without access to the disclosing party's Confidential or Proprietary information. The terms and conditions of this Agreement are hereby designated "CONFIDENTIAL." It is agreed and understood that in the event of a breach of this Section, damages may not be an adequate remedy and the disclosing party shall be entitled to injunctive relief to restrain any such breach, threatened or actual.