- Termination. Either party may terminate this Agreement with written notice if the other party breaches any material term, fails to provide minimum services required, or fails to remedy such breach or provide an adequate Make Good within thirty (30) days of notice of breach from the other party. No refund of the monetary sponsorship consideration shall be provided upon termination.
- Stadium Signage. Sponsor acknowledges and agrees that Club does not control all signage and other rights at the Stadium, and the existence of signage and other rights at the Stadium of a competitor in the Sponsor shall not constitute a violation of this Agreement. Moreover, Club cannot prevent the Seattle Public Schools from changing signage locations or restricting Club’s ability to display Sponsor’s signage at any time during the Term of this Agreement. In such event, it shall not be a breach of this Agreement and Sponsor and Club shall work together in good faith to agree on Make Goods.
- Media Rights: Partner agrees to allow Club to photograph or record Partner’s activities and permits use of such photographs or recordings for promotional purposes. All media access and relations will be coordinated through Club prior to and JFC games.
- All Other Rights Reserved. Any and all rights not specifically granted to Sponsor hereunder are reserved by Club.
- Club’s Use of Sponsor Marks. Club’s Use of Sponsor Marks. Sponsor hereby grants to Club, during the Term, at no charge, the right and license to use the Sponsor Marks in conjunction with the advertising, marketing, promotion, and exploitation of Club in any and all forms of media whether now or hereafter developed.
- Club shall provide a proof of any planned use of Sponsor’s marks or reference to Sponsor in advance of any publication or use and give Sponsor 24 hours’ to respond to Club any objection or reasonable modifications to the planned use. In the absence of any written objection, Club is authorized to use Sponsor’s marks in the manner provided in the proof.
- Make-Goods. In the event that Club’s compliance with any provision or provisions of this Agreement is prohibited, limited or otherwise restricted under the terms of any other agreement, including without limitation, a change in League Rules, any agreement in respect of the Stadium or to the extent that it may become impossible, undesirable or impracticable for Club to provide one or more benefits hereunder in accordance herewith (“Unavailable Benefits”), Club shall not be required to comply with such provision or provisions of this Agreement or otherwise provide such Unavailable Benefits and such noncompliance/failure shall not be deemed to be a breach of this Agreement by Club. However, with respect to any such Unavailable Benefit, the Parties will consult in good faith regarding substitute benefit having substantially the same sponsorship or promotional value as the Unavailable Benefit (“Substitute Benefits”). The value of any Substitute Benefits will be mutually agreed upon by the Parties through good faith negotiation. In the event a Substitute Benefit cannot be agreed upon, then Club shall provide Sponsor with a pro-rata credit or refund for the asset or assets.
- League Rules. This Agreement and all Rights granted to Sponsor under this Agreement are subject and subordinate to and limited by the League Rules as they may exist from time to time. In the event of any conflict or inconsistency between the terms and conditions of this Agreement and the provisions of any League Rule, such League Rule shall govern.
- Confidentiality. Except as required by law or upon mutual agreement of the Parties, neither Party shall publicly disclose or publicize in any manner any of the specific terms of this Agreement or any other information shared by a Party and any time during the negotiation, execution or performance of the rights and obligations under this Agreement that would reasonably be deemed to be confidential, or is marked confidential by the disclosing party at any time.
- Severability; Waiver. If any provisions of this Agreement or any portions thereof are invalid, illegal or unenforceable, the other provisions of this Agreement or portions thereof shall remain in full force and effect. Any failure of Club or Sponsor to comply with any provision of this Agreement may only be waived expressly in a written instrument duly executed by each of Club and Sponsor.
- Force Majeure. If a Force Majeure Event prohibits, including but not limited to acts of nature that prohibit competition or prevents or delays any Party, whether directly or indirectly from performing any of its obligations under this Agreement, then such Party shall be excused from such performance to the extent, but only to the extent, made
necessary by the Force Majeure Event and only until such time as the Force Majeure Event terminates, is revoked or is resolved.
- Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflicts of laws principles. Any action or proceeding seeking to enforce any provision of, or based on any rights arising out of, this Agreement may be brought against either of the parties in the courts of the State of Washington, King County, located in Seattle, Washington.
- Counterparts. This Agreement may be executed in any number of counterparts; each of which when executed and delivered shall be an original, but all such counterparts shall constitute one and the same agreement. Any signature page of this Agreement may be detached from any counterpart without impairing the legal effect of any signatures thereon and may be attached to another counterpart, identical in form thereto, but having attached to it one or more additional signature pages. PDF or electronic signatures shall have the same effect as original or handwritten signatures.
- Entire Agreement, Amendments, and Attorneys Fees. This Agreement constitutes the entire agreement of the Parties hereto and the provisions hereof supersede, and may not be contradicted, modified or supplemented by, evidence of any prior or contemporaneous agreements or understandings relating to the same subject matter, whether written or oral. The parties hereto reserve the right to amend this contract as they deem necessary and appropriate; provided that no modification hereof will be valid unless in writing and signed by the authorized representatives of both parties. In the event a dispute arises between the parties to this contract and legal action is commenced, the substantially prevailing party will be entitled to reasonable attorney’s fees and costs.
- Liability: Sponsor agrees to indemnify and hold Club and harmless from any and all losses, claims, actions, damages and expenses arising out of its performance or lack of performance under this contract. Sponsor assumes all risk of loss or damage to Sponsor’s property at any time while on event grounds except in the event of the sole negligence of Club.
- Insurance and Protection of property: Club insurance does not cover supplies, equipment or materials related to the activities or services of the Sponsor.
- Compliance with law and Conflicts with Stadium Rights and Scope of Use: Sponsor will at all times comply with all applicable laws, ordinances, rules, and regulations and order of federal, state, county and city governments. Partner will abide by all rules, regulations and directives of the Club.
- Partner and Sponsor enter into this Agreement with the understanding that Club does not own the stadium where the Club competes for home matches during the season and that the Stadium is subject to a number of restrictions enforced by Seattle Public School District, the City of Seattle, and/or Seattle Parks. Sponsor and Club agree to work in good faith to comply with all municipal laws, restrictions, ordinances, etc in the execution of the terms of this Agreement. However, in the event that such restrictions impede or materially affect the performance of the terms herein, Club shall not be in breach of this Agreement and the Parties shall act in good faith to amend the terms to comply with requests or demands from the relevant government or municipal authority and make-good any perceived or actual frustration of the Club’s ability to perform its obligations herein.
- Nondiscrimination: Sponsor will not discriminate by segregation or otherwise against any person or persons because of age, sex, race, color, creed, national origin, sexual orientation or physical disability in furnishing, or by refusing to furnish such person(s) use of service.
- Binding effect: Except as otherwise provided in this contract, every covenant, term and provision of this contract will be binding upon and inure to the benefit of the parties and their respective heir, legal representatives, successors and all person hereafter holding or having an interest in this contract.
- Solicitation: There will be no solicitation or distribution of materials or advertisements on the grounds unless specifically authorized by Club.
- Assignment: Rights granted by this contract may not be assigned or sublet without prior written approval of Club’s managing member.
- Construction, heading, pronouns: Every covenant, term and provision of this contract be constructed simply according to its fair meaning and not strictly for or against any party. Section and other headings contained in this contract are for reference purposes only and are not intended to describe interpret, define or limit the scope, extent or intent of this contract or any provision. All pronouns and any variations of them will be deemed to refer to masculine, feminine, neuter, singular, plural, as required for the identification of the person or persons, firm or firms, corporation or corporations.
- Waiver: The consent, approval or waiver of any covenant, term or condition of this contract by either party will not be construed as consent, approval or waiver of a subsequent or similar act or breach of the same covenant, term or condition.
