WHEREAS, IGEM and NEO ZIGMA made a commitment to put up a “Philippine Cycling Festival” which shall promote cycling in the Philippines (hereinafter referred to as the “PROJECT”);
WHEREAS, the PARTIES have agreed to enter into this Agreement to embody their mutual agreement on the matters set forth herein;
NOW, THEREFORE, for and in consideration of the foregoing premises and of the mutual covenants herein stipulated, the PARTIES hereby agree as follows:
1. Areas of Cooperation. The PARTIES agree to undertake certain obligations, which shall include, but shall not be limited to, the following:
(IGEM and NEO ZIGMA) ORGANIZERS:
1. To create the PROJECT and prepare organizing requirements;
2. To provide a set up for the event expo such as barricades, stage, lights, sound system, power source, tents, tables, and chairs;
3. To provide able manpower to manage and secure the activity area.
4. To provide a space of a minimum of 3x3 meters to its exhibitors. Provision of 10x10ft tent, 6x2ft tables, and monobloc chairs as stated in the package details.
( {input5:shorttext-1}) EXHIBITOR:
1. To pay the amount of {boothQuantity} as an exhibitor fee for the two-day event.
2. To promote cycling and adventure products.
3. To sell merchandise
4. To follow the guidelines set by the Organizers
2. Guidelines.
2.1 All exhibitors must fill out the exhibitor registration and ingress form
2.2 All exhibitors must submit their Registration and Ingress form during the Sponsors and Exhibitors Alignment Meeting on March 1, 2023.
2.3 Sponsors and Exhibitors must include all appliances and their power requirements in the list, failure to submit would disallow any additional electrical equipment that would be brought during the event. There will be a notice from the expo management team in case there are appliances that will be disallowed or if there will be additional charges imposed if an exhibitor exceeds the power supply limit.
2.4 At the ingress, there will be a holding area where exhibitors should have their equipment checked and given a gate pass. All equipment will be provided with a sticker that should be attached during the event.
2.5 Exhibit Area will be open at 3:00 PM on March 11, 2023, and 9:00 AM on March 12, 2023.
2.6 All exhibitors must have at least two fire extinguishers that are valid and present inside their respective booths.
2.7 Additional permits required by Clark Development Corporation will be assisted by the organizer. Fees such as working permits or sanitation will be forwarded to exhibitors for payment.
3. Further Action. Each of the PARTIES shall use all reasonable efforts to take or cause to be taken all appropriate action; do or cause to be done all things necessary, proper, or advisable; and execute and deliver such documents and other papers as may be required to carry out the provisions of this Agreement and consummate and make effective the activities contemplated herein.
4. Free and Harmless. Each PARTY hereby agrees to hold one another and their respective directors, officers, employees, volunteers, and representatives free and harmless from and against any and all costs, losses, claims, damages, and liabilities that may be incurred by reason of the implementation of this Agreement unless such costs, losses, claims, damages, and liabilities are brought about by the misconduct or gross negligence of a PARTY. No PARTY shall have any liability whatsoever for its inability to conduct/ undertake any of the activities provided in this Agreement for reasons beyond its control and/or force majeure.
5. Severability. If any term or other provision of this Agreement is held invalid, illegal, or incapable of being enforced by any of the Philippine laws, rules, regulations, or local government ordinances, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the legal substance of the transactions contemplated hereby is not affected or in any manner materially adverse to any PARTY. Upon such determination that any term or other provision is invalid, illegal, incapable of being enforced, the PARTIES hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the PARTIES as closely as possible in an acceptable manner in order that the activities contemplated hereby are consummated as originally contemplated to the greatest extent possible.
6. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines.
7. Assignment. This Agreement may be assigned by a PARTY subject to the prior written consent of the other PARTY.
8. Amendment. No amendment, modifications, waiver, change, or addition hereto shall be effective and binding on any of the PARTIES hereto unless the same is in writing and signed by the PARTIES.
9. Anti-Bribery. Each PARTY undertakes that in the execution, delivery, and implementation of this Agreement, it shall not take any action, directly or indirectly, that would result in the violation of any anti-bribery or anti-corruption law applicable to it. The PARTIES will not, directly or indirectly, offer or pay or authorize such offer or payment of any money or other consideration to improperly influence or seek to influence any government official in violation of relevant anti-bribery laws.
10. Anti-Money Laundering and Anti-Terrorist Financing Laws. Each PARTY hereby agrees to abide by and comply with all relevant anti-money laundering and anti-terrorist financing laws and regulations. Each Party represents that it has established an anti-money laundering and anti-terrorist financing policy that complies with the applicable anti-money laundering and anti-terrorist financing laws and regulations. Each Party also hereby agrees to comply with any new or additional anti-money laundering and anti-terrorist financing laws or regulations.
11. Joint Drafting. The PARTIES acknowledge and agree that they have fully read and understood the contents of this Agreement and that the same shall be considered to have been jointly drafted by them.
12. Counterparts. This Agreement may be executed in counterparts, which, when taken together, shall constitute one instrument.
14. FORCE MAJEURE/ EVENT POSTPONEMENT and CANCELLATION / TERMINATION
14.1.1 In case of a force majeure, inclement weather, or any unforeseen circumstance that renders it unreasonable to proceed with the event, the organizer shall advise the exhibitor of the need for postponement 48 hours before the ingress of suppliers and/or sub-contractors, subject to a subsequent mutual agreement on a change in date, time or location.
14.1.2 Every effort will be made by the organizers to assist in transferring location reservations, sub-contractors, and related support for the new event date.
15. CANCELLATION / TERMINATION OF AGREEMENT
15.2.1 Exhibitor must send in writing a letter of cancellation and termination, stating the reasons for termination of agreement and cancellation of event;
15.2.2 The agreement's termination deadline is Fourteen (14) days prior to the event.
15.2.3 In the event that the agreement is terminated before the event's commencement, or the event is canceled or postponed by the organizer, reserves the right to keep fifty percent (50%) of the payments made. A full refund shall not be available.
15.2.4 Force Majeure. This agreement may be affected by force majeure (including but not limited to acts of God, acts of war or other acts of enemies, government regulation, disaster, strikes, floods, civil disorder, curtailment of transportation facilities, or other emergency or event beyond the control of the parties), thus making it inadvisable, unsafe, illegal, or impossible to provide the services previously agreed upon in this contract. In the event of force majeure, the organizer may terminate the agreement upon providing written notice by email or other means to the exhibitor. Such right of termination shall not be unreasonably exercised.
15.2.5 Either party may terminate this contract based on a clear violation of the provisions of this contract, subject to the effects thereof as provided under the pertinent provision hereof.
IN WITNESS WHEREOF, the Parties have hereunto set their hands in Quezon City on the date first above written.
INTERVAL GEAR EVENTS MANAGEMENT, INC.
Represented by:
CHRISTIAN DAVID ALACAR
Managing Director
NEO ZIGMA CYCLE CORPORATION
Represented by:
ANDY MAGUNDAYAO
Marketing Representative