Exhibit Advertisement Assignment

PandaTip: This Advertising Proposal is written in the voice of a company that runs a publication and is contacting a company that could potentially be interested in advertising in that space. It is important to keep in mind that an advertising proposal should be written in a manner that specifically appeals to the target’s business (e.g., why your clientele – those that will be viewing the publication or likely to see the public advertisement – are a good target audience for the target’s business). This advertising proposal can be adapted very easily to accommodate companies that run internet advertising or oversee a public advertising location (e.g., a billboard, side of a bus stop structure, etc.). It’s particularly simple for internet advertising companies as they can simply fill the “Publication” tag with the name of the website and alter the descriptions to fit the appropriate context.

Table of Contents
Introduction
Situation Analysis
Content Marketing
     Reporting
     Initial Campaign Costs
     Expected Outcome
Search Engine Advertising (SEM)
     Reporting
     Initial Campaign Costs
     Expected Results
Social Media Advertising
     Reporting
     Initial Campaign Costs
     Expected Results
Monthly Recurring Fees
Our Past Projects
     [Portfolio1.Name]
     [Portfolio2.Name]
Client Approval
Terms of Service
     1: Engagement
     2: Term
     3: Compensation & Payment
     4: Independent Contractor
     5: Audit
     6: Confidentiality
     7: Intellectual Property Rights
8: Representations & Warranties
9: Insurance
10: Safety
     11: Publicity
     12: Acceptance
13: Termination
14: Liability & Indemnification
     15: Miscellaneous

PandaTip: Longer proposals, like this one, benefit from a table of contents. Your client will be able to use this TOC to jump straight to specific sections in your proposal.

 

Introduction

Advertising has long been the lifeblood of commercial industry growth. Advertising campaigns have shaped popular culture, and launched brands into the public eye. The greatest campaigns are remembered long after they’ve completed their run.
To grow your brand, you need effective advertising. To simply run ads isn’t enough; you need to craft campaigns that speak directly to your target audience, campaigns that excite and activate them.
Crafting campaigns like these is what we do at [Sender.Company]. Our mission is to help our brands leverage advertising campaigns to build brand awareness and drive product demand. Whether you’re an established brand or a new market contender, our team can help you build through effective advertising.
To date, we’ve helped dozens of clients create and deploy digital campaigns across a variety of advertising mediums, including:

  • Television
  • Printed Media
  • Radio
  • Search Engines
  • Display Networks
  • Social Media

When it comes to building your brand through advertising, there’s no question of whether you should choose to partner with [Sender.Company]. To quote one of our favorite campaigns…
“Just do it.”

Situation Analysis

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[Client.Company] is a growing company in the competitive [Client.Industry] industry. While [Client.Company] has had some success generating new business to date, client acquisition remains a key concern for long-term success. In order to reach your growth targets for the coming year, you’ll need to deploy a strategic advertising strategy that leverages multiple advertising mediums in unison to build brand awareness and increase lead generation.

On the following pages of this advertising services proposal, you’ll find details including:

  • The specific campaigns we recommend
  • Associated campaign costs
  • Reporting standards
  • Expected results of each campaign

Please note that the cost of your monthly retainer is listed at the end of the proposal. The campaign costs in each campaign’s section are the initial start-up costs for that campaign.

Content Marketing

While content marketing is not an advertising campaign in the traditional sense, we’ve found that a well-designed content production strategy vastly improves the performance of all of a brand’s advertising campaigns.
We propose that [Sender.Company]’s marketing team implement a content strategy that focuses on regular blog posts and gated content to be used across all advertising channels.
To make that possible, we’ll need to do the following:

  • Perform keyword research, to determine what topics will generate organic interest
  • Perform a user case study to understand the key challenges and goals of your target audience
  • Develop a 6 month editorial calendar

Reporting

We deliver detailed monthly reports to every advertising services client. The content section of your monthly report will include the following:

  • Content items produced
  • Organic traffic to content
  • Social traffic to content
  • Lead attribution per content item
  • New revenue attribution per content item

Initial Campaign Costs

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NamePriceQTYSubtotal

$499.00

$999.00

Subtotal: $1,498.00
Total: $1,498.00

Expected Outcome

  • Increased organic traffic to [Client.Company] website
  • Increased traffic to [Client.Company] website from social media
  • 30% increase in inbound lead generation

 

Search Engine Advertising (SEM)

Search engine advertising (SEM) puts you directly in front of your audience at the perfect time- when they’re actively seeking answers to the problems your company solves.
We propose to develop a set of targeted SEM campaigns that target your audience at various stages of their purchasing journeys. This will ensure that your brand stays front and center as your target audience explores their needs and decides on how to best reach their goals. To do so, we’ll need to do the following:

  • Perform keyword analysis, to discover which search terms are appropriate for [Client.Company]’s campaigns
  • Create ads for each SEM campaign
  • Build landing pages for each campaign

Reporting

We deliver detailed monthly reports to every advertising services client. The SEM section of your monthly report will include the following:

  • Campaign impressions
  • Campaign clicks
  • Campaign leads generated
  • New sales attributed to SEM campaigns

Initial Campaign Costs

NamePriceQTYSubtotal

$299.00

$499.00

$749.00

Subtotal: $1,547.00
Total: $1,547.00

Expected Results

  • 30,000 impressions per month
  • 300 leads per month
  • 120 new clients per month

 

Social Media Advertising

Social media has progressed far beyond simply being a place to connect with friends. Today, consumers and organizational buyers willingly engage with brands in social media, and successful brands leverage social media as an effective advertising medium.
We propose to create social media advertising campaigns to reach your audience via social media. To do so, we’ll need to do the following:

  • Perform a user case study to better understand the social media habits of [Client.Company]’s target audience
  • Develop ad copy for a social media advertising campaign
  • Build a landing page for the advertising campaign

Reporting

We deliver detailed monthly reports to every advertising services client. The social media section of your monthly report will include the following:

  • Audience growth month-over-month
  • Website traffic from social media
  • New leads from social media
  • New sales from social media

Initial Campaign Costs

NamePriceQTYSubtotal

Included in Content Marketing Case Study

$0.00

$199.00

$749.00

Subtotal: $948.00
Total: $948.00

Expected Results

  • 25% monthly growth in social media audiences
  • 15,000 impressions per month
  • 150 leads per month
  • 60 sales per month

Monthly Recurring Fees

NameMonthly PriceQTYSubtotal

Cost for monthly production, optimization, & reporting

$59,988.00

Subtotal: $59,988.00
Total: $59,988.00

 

Our Past Projects

PandaTip: Strong client recommendations and portfolio items can drastically increase your proposal’s effectiveness. Take a few moments to fill this page of the template with your own portfolio items and testimonials.

We’re proud to have been the team behind several successful advertising strategies. Below, you’ll find examples of our work, along with testimonials from our current clients.

[Portfolio1.Name]

[Porfolio1.Description]

  • [Porfolio1.Result1]
  • [Portfolio1.Result2]
  • [Portfolio1.Result3]

[Testimonial1.Text]
-[Testimonial1.ClientName], [Testimonial1.ClientCompany]

Approval

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Terms of Service

PandaTip: Including a table of contents makes it much easier to navigate lengthy terms of service. Before you send this proposal, we recommend having your legal counsel review the terms below to ensure that they’re right for your company.

1: Engagement
2: Term
3: Compensation & Payment
4: Independent Contractor
5: Audit
6: Confidentiality
7: Intellectual Property Rights
     A: Inventions
     B: Cooperation
8: Representations & Warranties
9: Insurance
10: Safety
11: Publicity
12: Acceptance
13: Termination
14: Liability & Indemnification
15: Miscellaneous

This Advertising Services Contract (this “Agreement” or this “Advertising Services Contract”), effective as of [Effective.Date], (“Effective Date”) is made by and between [Client.Company], a company organized and existing in [Client.Location], with offices located at [Client.Address] (“Company”) and [Sender.Company], a company organized and existing in [Sender.Location], with offices located at [Sender.Address] (“Provider”).

WHEREAS, Company wishes to retain [Sender.Company] to provide advertising services as more specifically set forth in the preceding pages; and

WHEREAS, Provider agrees to perform the services set forth in this Agreement and the preceding pages;

NOW, THEREFORE, in consideration of the foregoing recitals and the terms, conditions and covenants contained herein, it is hereby agreed as follows:

1: Engagement

Company hereby engages Provider and Provider agrees to render at the request of Company, advertising services (“Services”) as set forth in the preceding proposal document and other statements of work which may be added hereto by way of modification to this Agreement (“Statement of Work”), all of which are incorporated herein and form a part hereof. Services shall be ordered by the Company’s issuance of purchase orders that incorporate this Agreement by reference and / or statements of work that incorporate this Agreement by reference or are otherwise added to this Agreement by way of modification hereto. Provider shall provide the Services in a diligent and professional manner and in no event later than any scheduled completion dates set forth in the Statement of Work or the terms of any purchase order. Time is of the essence for this Agreement and any purchase orders and / or statements of work issued hereunder.

2: Term

The term of this Agreement shall commence on the Effective Date and continue until [Effective.Date], unless otherwise modified by mutual, written agreement of the parties or terminated as set forth herein.

3: Compensation & Payment

As consideration for the Services, and upon the submission of monthly invoices, within the payment terms stipulated herein, the Company shall pay Provider at the rates or in accordance with the milestone payment schedule set forth on purchase order(s) issued by Company or in the Statement of Work, for such Services as are actually rendered by Provider and accepted by the Company. In no event, however, shall Provider perform, or receive compensation for: (a) additional services not set forth in the Statement of Work without a formal, bilateral modification to the Statement of Work encompassing such additional services; (b) services involving contingency payments prohibited by any applicable law or regulation or by the Company’s contract; or (c) services rendered that result in billings to the Company that are in excess of [Agreement.NTE] which is the total ceiling value or not-to-exceed (NTE) value for this Agreement.

If expressly provided for in the Statement of Work and expressly not included in the firm-fixed-price that may be established in the Statement of Work, Company shall reimburse Provider for reasonable and necessary out-of-pocket travel and other miscellaneous expenses relating to this Agreement, which are incurred at the direction of, and upon the prior written approval of, the Company. Such reasonable travel expenses include air/rail travel, taxis, auto rentals, meals, and lodging, provided that such reimbursement will not be in excess of that allowed by the paragraph above, and provided that no reimbursement shall be made for Provider’s commuting to facilities within a fifty-mile radius of Provider’s home or place of business.

Travel must be authorized by Company prior to any anticipated reimbursable travel. Reimbursement for reasonable and actual expenses shall be made in accordance with the following rates:

  • Air travel – Lowest unrestricted coach fare
  • Rented Automobile – Compact Type, unless not practical
  • Meals, Incidentals, Lodging (Accommodations) & Private Vehicle Usage – Actual and reasonable costs supported by original receipts, or the rates and allowances specified in Appendices B, C and D of the Treasury Board of Canada Travel Directive Effective April 1, 2008 (revised January 15, 2009), whichever is less.
  • Miscellaneous Expense – Actual and reasonable pre-approved costs that are directly and reasonably required for performance of the Services.
  • Alcohol and most entertainment costs are NOT allowable expenses, will not be reimbursed by Company, and shall not be included in any manner in any invoice submitted hereunder.

All invoices shall include a breakout and description of the Services rendered, along with the actual hours and expenses incurred (for T&M type services) and milestone descriptions (for FFP type services), receipts (if required), and shall be submitted in a format prescribed by the Company indicating the applicable purchase order number issued by the Company or Statement of Work for which the invoice relates.

Company shall make payment within forty-five (45) days after receipt of a proper invoice that complies with the requirements of this Agreement. Company may withhold any amounts in an invoice that are in dispute, are contrary to the requirements of this Section 3, or are not substantiated by proper receipts.

Payments made to Provider shall not constitute or be construed as acceptance of any of the Services performed by Provider under this Agreement.

4: Independent Contractor

Provider and Company shall at all times be deemed to be independent contractors and nothing herein shall be construed to create or imply that there exists between the parties a partnership, joint venture or other combined business organization. Provider shall hold no authority, express or implied, to commit, obligate or make representations on behalf of Company and shall make no representation to others to the contrary. Nothing herein is intended nor shall be construed for any purpose as creating the relation of employer and employee or agent and principal between the parties. Except as otherwise specified herein, Provider retains the right to direct, control or supervise the details and means by which the consulting Services are provided. Provider’s employees shall not be eligible for, or participate in, any insurance, pension, workers’ compensation insurance, profit sharing or other plans established for the benefit of Company employees.

Provider shall be responsible for payment of all foreign and domestic taxes arising out of the Provider’s activities in connection with this Agreement, including without limitation, sales, goods and services, excise, value added or similar taxes, whether of federal or other jurisdictional level, social security taxes, unemployment insurance taxes, and any other taxes or business license fees as required. Company shall not be responsible for withholding any income or employment taxes whatsoever on behalf of Provider, and Provider further agrees to indemnify, defend and hold Company harmless from and against any claims or action arising out of or relating to Provider’s failure to withhold such taxes on behalf of Provider or Provider’s employees.

5: Audit

Provider shall retain all books, records, documents and other evidence pertaining to its Services rendered and billings made under this Agreement (“the Records”). The Records shall be subject to inspection and audit by Company and the Government (if necessary) at all reasonable times and upon reasonable notice for a period of three (3) years after final payment under this Agreement. If any audit of Provider’s invoiced charges demonstrates that Provider’s invoiced charges exceed the correct charges, Provider shall immediately pay or refund such excess charges to Company’ account, and if such excess charges exceed the correct charges by more than five percent (5%), Provider shall also pay or reimburse Company for all reasonable costs of such audit, to include any reasonable costs (including attorneys fees and costs) incurred by Company in collecting such excess charges from Provider.

6: Confidentiality

Each party shall receive in confidence (“receiving party”) from the other party (“disclosing party”) and treat as confidential all technical information, business/financial information, management information, and documentation which (i) is stamped or otherwise marked as being confidential or proprietary, whether in written or electronic form, (ii) pertains in any way to such party’s (or its affiliates’) business plans or methods, or (iii) otherwise is not generally known by others, and under the circumstances of the disclosure, the disclosing party had a reasonable expectation that the receiving party would know that the information is confidential or proprietary (collectively, “Proprietary Information”). Information that is disclosed orally or visually to a receiving party shall also be deemed Proprietary Information if the disclosing party identifies such information as proprietary at the time of disclosure and, within thirty (30) days after such disclosure reduces the subject matter of the disclosure to writing and submits it to the receiving party.

A receiving party shall hold Proprietary Information received from the disclosing party in confidence, shall use such information only for the purpose of and in accordance with this Agreement and shall not further disclose such information to any third party without the prior written approval of the original disclosing party. The obligation to protect the confidentiality of Proprietary Information shall extend for a period of five (5) years following a party’s receipt of Proprietary Information.

The restrictions of this Section shall not apply to any information: (i) lawfully received from another source free of restriction and without breach of this Agreement, (ii) that is published or becomes generally available to the public without breach of this Agreement, (iii) known by the receiving party prior to the time of disclosure, (iv) independently developed by the receiving party without resort or access to the Proprietary Information; or (v) that the disclosing party has approved for further release by the receiving party.

Proprietary Information shall remain the property of the disclosing party and shall be returned or destroyed upon written request or upon termination or expiration of this Agreement. Receiving party may retain in the files of its legal counsel for archival purposes only, one copy of all written materials returned.

7: Intellectual Property Rights

A: Inventions

  • Provider shall promptly disclose to Company all inventions, software, development, improvements, and contrivances (hereinafter “Inventions”) in Provider’s field of endeavor in the line of Company’ present or future business which are made or conceived or actually or constructively reduced to practice by Provider or with Provider’s assistance or under Provider’s direction in the course of performance during the term and any extension of the term of this Agreement, whether or not patentable and whether made by any of Provider’s employees solely or jointly with others, which relate to or are suggested by or result from any Services which the Provider may perform pursuant to this Agreement or from any information obtained by the Provider in any discussions or meetings with employees of Company.
  • Provider shall assign and does hereby assign all Provider’s rights, title and interest in and to said Inventions to Company, and shall assist Company in every way to protect, at Company’ expense, said Inventions, including but not limited to, the signing of patent applications, oaths and assignments in favor of Company relating to the said Inventions, respecting such applications in the United States and in any and all foreign countries and shall assist in any interference proceedings or litigation involving any patents that may be obtained for such Inventions.
  • Provider shall make no applications for patents on any such Inventions except for Company’ benefit as herein provided.

B: Cooperation

  • “Intellectual Property Rights” shall mean all intellectual and industrial rights, including intellectual and industrial rights to inventions and patents for inventions, including reissues thereof and continuations in part, copyright, designs and industrial designs, trademarks, know-how, trade secrets and confidential information, and other proprietary rights. Provider hereby undertakes and agrees to cause any individuals contracted by it or employed by it to perform work hereunder to waive all moral rights and droits de suite in and to all intellectual property, including Inventions and copyrightable materials, created by such individuals in their performance of this Agreement and does waive, for itself, any and all moral rights it may have in and to any such intellectual property created in the performance of this Agreement. Provider further agrees that, subject to the above paragraphs and all subparagraphs thereunder, during and after the term of this Agreement, Provider shall execute any documents necessary to vest full title in any such intellectual property in Company, and will otherwise assist Company in obtaining, either for itself or its assigns, at Company’ expense, all advantages and benefits which may be derived from any such intellectual property, in every proper way during and subsequent to this Agreement, including the securing of all Intellectual Property Rights.
  • Provider agrees that, with respect to all copyrightable materials which were not first produced, programmed or designed by Provider but were incorporated into Services performed and delivered to Company in connection with this Agreement, Provider shall grant a royalty-free, non-exclusive, and irrevocable license to Company to use, reproduce, dispose of, translate, publish and to authorize others of Company’ choosing to do the same with respect to any and all said materials, provided this license shall be only to the extent the Provider has the right or in the future acquires the right to grant such licenses without becoming liable for any compensation to others solely because of such grant. In this regard, Provider further agrees to promptly notify Company of any such limitation of which Provider is aware concerning said materials.
  • Data — All notes, drawings, designs and technical data developed in connection with or pursuant to the terms of this Agreement shall become and/or remain the exclusive property of Company, and Company shall have the exclusive right to use and disclose them for any purpose. Upon completion of the Services or earlier termination of this Agreement, Provider agrees to promptly deliver to Company all materials, including all copies thereof, that are in Provider’s possession or under his/her control that were developed in connection with this Agreement

8: Representations & Warranties

Provider represents and warrants that Provider and each officer or employee thereof who renders Services hereunder:

  • shall perform the Services in accordance with the highest standards of professional skill and that for a period of six (6) months from the completion date of the Services, Provider shall, at no charge to Company, furnish such materials and services as may be necessary to correct any defects in the materials or deliverables developed under the applicable Statement of Work;
  • shall comply with all applicable federal and other jurisdictional laws, including local laws, in performing the Services;
  • has a legal right to remain and work in Canada and, if any of the Services are performed in the United States or on behalf of the United States Government, the United States, and that Provider shall indemnify, defend and hold Company harmless against any claims, penalties, fees or charges of any kind whatsoever arising out of or as a result of Provider’s failure to comply with applicable immigration laws;
  • it has the authority and capacity to enter into this Agreement and it is not subject to any restrictive covenant or other legal obligation which prohibits the Provider from performing the Services;
  • hasn’t any relationship with any third party with whom Company has contracted which would cause such person to have a conflict of interest in relation to this Agreement or in respect of the Services. Should any such conflict of interest arise during the term of this Agreement, the Provider covenants and agrees to immediately notify Company; and
  • is and will continue to be, where applicable, a GST / HST registrant in accordance with the Excise Tax Act (Canada) for the term of this Agreement.

9: Insurance

Provider agrees to procure and maintain during the term of this Agreement, at Provider’s own cost and expense, liability and property damage insurance, including automobile and contractual liability, with the following minimum liability limits:

  • $1,000,000 for injuries or death to any one person;
  • $1,000,000 for injuries or death(s) from any one accident; and
  • $1,000,000 for damage to property.

Provider agrees to provide appropriate certificates or other evidence of such insurance coverage as may be requested by Company. Provider agrees that the procurement and maintenance of the above insurance coverage shall not limit or affect any liability that Provider may incur under this Agreement or otherwise.

10: Safety

Provider agrees to comply with all federal, provincial and territorial occupational health and safety laws, regulations and standards, and all Company’s safety rules of which Provider has notice, regarding the performance of Services under this Agreement. Provider agrees to communicate Company’s safety rules to Provider’s contractors and employees. Provider is responsible for maintaining a safe workplace by following commercially accepted safety and health rules and practices. Provider is responsible for immediately reporting accidents, injuries, and unsafe equipment, practices or conditions related to Provider’s performance of work for Company to the Authorized Representative of Company identified herein. Company is committed to keeping its workplaces free from hazards.

Provider authorizes Company to provide minor first aid to those individuals performing Services on behalf of Provider hereunder, with the consent of the injured person, for injuries sustained on Company’ property. If Company believes immediate emergency care is necessary for an illness or injury to Provider’s employees, Provider authorizes Company to call for ambulance service, and Provider agrees to pay (or to reimburse Company) for any such ambulance charge.

Provider shall defend, indemnify and hold Company and its officers, directors and employees harmless from and against all expenses, costs, damages, liabilities and losses incurred by Company in connection with any claim, investigation, demand, action, suit or proceeding arising out of or resulting from the provision of any medical care or treatment to those individuals performing Services on behalf of Provider hereunder or the calling of ambulance services for such employees by Company.

11: Publicity

Except as required by law, Provider shall not issue any press release or make any other public statement relating to this Agreement, any Services performed under this Agreement, or any of the transactions contemplated by this Agreement, without obtaining the prior written approval of Company as to the contents and the manner of presentation and publication of such press release or public statement.

12: Acceptance

If Company is not reasonably satisfied with any Service, it will so notify Provider with an explanation of the deficiency. Provider will, at its own expense, re-perform the Service within fifteen (15) days after receipt of Company’s notice of deficiency. The foregoing procedure will be repeated until Company accepts or finally rejects the Service in its reasonable discretion.

13: Termination

This Agreement may be terminated by either party in the event the other party fails to perform its obligations hereunder on time, fails to assure timely performance, or otherwise fails to perform its material obligations; provided, however, that prior to such termination the terminating party notifies the defaulting party in writing at least ten (10) days in advance, states the reasons why the Agreement should be terminated and affords the defaulting party an opportunity to cure any alleged default during such ten (10) day notice period.

Either party may terminate this Agreement, upon notice and without liability, in the event the other party: (a) files a petition in bankruptcy; (b) has filed against it an involuntary petition in bankruptcy not dismissed within sixty (60) days; (c) consents to the appointment of a receiver, custodian, trustee or liquidator; or (d) dissolves, liquidates or makes a general assignment for the benefit of creditors.

Company may terminate this Agreement, or any Services to be performed hereunder, in whole or in part, without cause and for its own convenience, by providing Consultant written notice of termination at least seven (7) days in advance, specifying the extent to which the Agreement is so terminated and the date upon which such termination becomes effective. Company shall have no liability for such termination except for liability for Services rendered or expenses incurred by Consultant in accordance with this Agreement prior to the effective date of such termination and for which payment has not been made.

Upon termination of this Agreement, Consultant shall return to Company all copies of any Company data, records, or materials, of whatever nature and regardless of media. Consultant shall also furnish Company with all work in progress or portions thereof. Within thirty (30) days following termination or expiration of this Agreement, Consultant shall submit to Company a termination proposal detailing the work completed and accepted by Company and the proposed value of such completed and accepted work. The amount due Consultant as a result of any termination hereunder will be as follows:

1. For Services performed on a firm-fixed-price (FFP) basis:
The lesser of 1) a prorated portion of the overall Statement of Work price based on the percent of the work completed and accepted up to the date of termination or 2) actual hours expended under the Statement of Work at the Consultant’s most favored rate for such consulting services, such hours to be supported with suitable records.

2. For Services performed on a time-and-materials (T&M) basis:

Actual hours expended under the Statement of Work for accepted Services at the hourly rates set forth in the Statement of Work.

Upon payment of the agreed to termination settlement amount, Company shall thereafter have no liability or obligation to Consultant for any further compensation, fees, expenses or other payments related to this Agreement.

14: Liability & Indemnification

Neither Company, nor its officers, directors, employees, affiliates, or parent companies shall be liable for any injury to the person or property of Provider or its employees or contractors, except to the extent that such injury was directly caused by the fault or negligence of Company or its employees acting within the scope of their employment.

In addition to any other indemnification obligation herein, Provider shall indemnify, defend and hold Company and its officers, directors, and employees, harmless from and against all expenses, costs, damages, liabilities and losses (including, without limitation, reasonable attorneys fees) incurred by Company in connection with any claim, investigation, demand, action, suit or proceeding (whether civil, criminal, administrative or investigative) arising out of or resulting from Provider’s performance of the Services, including but not limited to, the following:
Provider’s failure to deduct and pay taxes required by law on compensation Provider is obligated to pay to its officers, employees or independent contractors; and
Personal injury or death, as well as loss or damage to property, caused directly or indirectly by the acts, omissions or negligence of Provider or any of Provider’s agents, employees, officers or independent contractors engaged in the performance of the Services under this Agreement.
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES INCURRED BY THE OTHER PARTY OR ANY THIRD PARTY, WHETHER IN CONTRACT, TORT, OR BASED UPON A WARRANTY, EVEN IF THE OTHER PARTY OR ANY THIRD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY’S MAXIMUM LIABILITY UNDER THIS AGREEMENT SHALL BE THE SUM OF THE STATEMENT OF WORK AND / OR PURCHASE ORDER TOTAL VALUES, LESS ANY PAYMENT MADE TO CONSULTANT HEREUNDER.

15: Miscellaneous

  • Severability — If any provision of this Agreement shall be held to be invalid or unenforceable, such provision shall be stricken and the remainder of the Agreement shall remain in full force and effect to accomplish the intent and purpose of the parties. The parties agree to negotiate the severed provision to bring the same within the applicable legal requirements to the extent possible.
  • Governing Law — The validity, interpretation and/or enforcement of this Agreement shall be governed by the laws of [Sender.State], including its recognition of applicable federal law, but excluding such jurisdiction’s choice of law rules.
  • No Waiver — Any failure or delay by either party to exercise any right, power or privilege hereunder or to insist upon observance or performance by the other party of the provisions of this Agreement shall not operate or be construed as a waiver thereof. No waiver shall be binding on either party unless it is in writing and signed by an authorized representative of the party to be bound.
  • Survival — The obligations in this Agreement that by their terms naturally survive the expiration or termination of this Agreement shall so survive, including without limitation Sections 5, 6, 7, 8, 13, 14, 15, 18 and 20.
  • Contradictory Terms — Notwithstanding any provisions on any form supplied by Company or Consultant, all purchase orders or requests for service issued pursuant to this Agreement or in connection with the Services to be provided hereunder shall be subject to and governed by the terms and conditions of this Agreement and the attachments hereto. No provision that alters, revises, or supplements the terms of this Agreement, which may appear on any purchase order, or other form provided by the parties shall have any force or effect unless such provision(s) are agreed to in writing by Company and Consultant and are expressly incorporated herein.
  • Anti-Assignment — Neither party may assign, subcontract, or otherwise transfer its rights or obligations under this without the prior written consent of the other party, which shall not be unreasonably withheld.
  • Integration/Modification — This document and any exhibits or attachments hereto embody the entire Agreement of the parties with respect to the subject matter hereof and supersede and cancel all previous negotiations, agreements or commitments by the parties, whether oral or written. This Agreement may not be released, canceled, abandoned, amended or modified in any manner except by an instrument in writing duly signed by each of the parties hereto.
  • Disputes – The parties agree that prior to bringing any legal action upon any dispute or controversy between the parties arising under or in connection with this Agreement (“Dispute”) they will attempt to settle such matter through good faith negotiations. Failing such efforts, the parties agree and consent to exclusive venue and jurisdiction in the State and Federal courts of [Sender.State] and each party waives any defense of inconvenient forum in connection with such proceedings. The parties acknowledge and agree that the foregoing shall not prevent a party hereto from seeking or obtaining injunctive, preliminary or provisional relief to enforce a party’s rights or to prevent immediate or irreparable harm to a party, including but not limited to the rights set forth in Sections 6 and 7 of this Agreement.
  • Counterparts – This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one agreement. To evidence the fact that it has executed this Agreement, a party may send a copy of its executed counterpart to the other party by electronic transmission and the signature transmitted by such transmission shall be deemed to be that party’s original signature for all purposes.
  • Acknowledgement – The parties acknowledge that they have read and understand this Agreement, and agree to be bound by its terms and conditions in their entirety.

ICSC MEMBERSHIP TERMS AND CONDITIONS

Agreement to ICSC Membership Terms and Conditions.
These ICSC Membership Terms and Conditions govern your Membership with the International Council of Shopping Centers, Inc. and its affiliates (“ICSC”, “we”, “our”, “us”). By applying for, renewing, purchasing, or using ICSC membership, you (“Member”, “Applicant”, “your”) agree that you are bound to observe and abide by these ICSC Membership Terms and Conditions and by such additional terms or conditions as amended by ICSC from time to time in accordance with ICSC’s Bylaws (the “Agreement”). This Agreement sets forth the entire agreement between you and ICSC with respect to the subject matter set forth herein and supersedes all prior agreements, representations and understandings, written or oral. 

A. Membership Types and Eligibility
We offer the following Membership types: Regular Company Member, Associate Company Member, Delegate Member, Public Company Member, Academic Company Member and Retired and Student Members. Further information about Membership types and eligibility, as well as Member benefits, can be found on our website at www.icsc.org/join.    

ICSC reserves the right to determine Membership eligibility of all applicants. All Membership applications and Membership renewals are subject to our approval and acceptance. Membership eligibility, dues, fees, services and benefits are subject to change without notice.  Membership products and services may vary depending upon your geographic location.

B. Membership Application
To apply for Membership, please complete the online membership application available at www.icsc.org/app#/join/create​.   
Member agrees to pay ICSC’s current Membership fee rates as set forth in the relevant application and/or posted online at www.icsc.org.  Rates are subject to revision at the discretion of ICSC at any time as set forth herein. 100% of payment is due upon execution of the Membership Application. All Membership Fees are non-refundable.

C. Membership Profiles
We expect Members to submit and maintain accurate and current Member information in connection with their Memberships. Such information includes name, address, email address, mobile and landline telephone numbers. You consent to ICSC contacting you via mail, email, fax and phone with transactional information regarding your Membership. Members can change their account information by accessing www.icsc.org and updating their profile, by calling (646) 728-3800, by emailing membership@icsc.org, or by mail addressed to International Council of Shopping Centers, Inc., 1221 Avenue of the Americas, 41st Floor, New York, NY 10020, Attention: Membership. We cannot assume any liability for correspondence, mail or email that is lost, delayed, or misdirected. 

D. Term
All approved Memberships and Membership Renewals (other than Student Memberships) will be activated upon receipt of payment of the annual Membership fee and will expire at the end of twelve (12) months. Student Membership will be activated upon receipt of payment of the annual Membership fee and verification of student credentials.
Prior to the expiration date of your Membership, you will receive a renewal notice for dues. An email receipt of your Membership transaction will be provided to you for your records.

E. Transfer of Membership
Regular Company Members, Associate Company Members, Public Company Members and Academic Company Members (each a “Company Member”) are permitted to transfer the designation of their Official Delegate Members with written notice to ICSC. When a Delegate Member’s direct association with a Company Member is terminated, his or her Membership shall terminate unless: (a) the Delegate Member personally paid his or her annual membership dues, in which case his or her membership may be transferred if he or she becomes directly associated with another Company Member; or (b) the Company Member, paid the annual dues for a Delegate Member, in which case it may transfer such Delegate Membership to another principal, officer, or executive in its employ.

F. Membership Cancellation; Suspension and Termination 
(i) You have the right to cancel your Membership by written notice to ICSC. ICSC will not reimburse the unused portion of annual Membership dues if the Membership is cancelled or terminated for any reason before the end of the then-current Membership year. Upon Membership termination or cancellation for any reason, all Membership benefits shall cease.  
(ii) Unpaid Membership dues will result in the immediate suspension of all ICSC Membership benefits and privileges until payment is received. The Membership of any such delinquent Member shall be terminated thirty (30) days after the date of delivery of notification of such delinquency to such Member unless all delinquent dues assessments are paid within such period.
(iii) ICSC Membership is contingent upon compliance with these Membership Terms and Conditions.  ICSC reserves the right to suspend and/or terminate Membership if ICSC determines in its sole discretion that an individual’s conduct is in violation of these Membership Terms and Conditions.  Membership may be immediately suspended and shall be terminated (30) days after the date of delivery of notification of such non-compliance to such Member.

G. Use of ICSC Name and Logo
Members may publicly identify themselves as ICSC Members or refer to their ICSC Membership or participation in an ICSC activity in the context of professional or commercial activities and communications, provided however that Members shall not use the ICSC name in any manner that implies ICSC approval, endorsement, or recommendation, including without limitation with respect to any content, company, product, or service. Members may use the ICSC member logo (available at www.icsc.org/join/icsc-logo-usage-and-guidelines) to identify themselves as ICSC Members.  The ICSC name and logo may not be used in any other manner without the prior written consent of ICSC. Permission to use the ICSC name or logo may be rescinded by ICSC at any time in its sole discretion.

H. Member Information and Privacy 
When you apply for ICSC Membership you will be asked to provide certain personal information to us, including your name, title, corporate affiliation, contact information, biography information and photograph (the “Member Data”). You agree that all Member Data you provide to us is true, accurate and complete and hereby grant to ICSC the right to use and publish such Member Data in connection with the ICSC Membership Directory or other business purposes of ICSC. You understand and agree that no compensation will be due to you for these uses, reproductions or distributions of such Member Data, and you hereby waive and release ICSC and its legal representatives and assigns from any and all claims and liabilities relating to the same. Any Member wishing to opt-out of the use, reproduction or distribution of Member Data may email a request to ICSC at membership@icsc.org. Please include in the subject line: “Member Data Opt-Out.”  Subject to the foregoing, membership information provided by you to ICSC is subject to the ICSC Privacy Policy as amended from time to time, which is hereby incorporated by reference. You may view the current version of the ICSC Privacy Policy at any time online at www.icsc.org/privacy-policy. 
Member authorizes ICSC to send Member announcements and notices via mail, email, fax and phone regarding ICSC’s programs and services as well as programs and services of other ICSC members that may be of interest to Member or Member’s colleagues. 

I. Use of ICSC Member Login and Membership Directory
ICSC Members receive access to “members only” areas of ICSC’s website, including the ICSC Membership Directory. Usernames and initial passwords are provided to each Member upon receipt of the initial Membership dues. Members may not share or disclose their ICSC passwords to third parties, and may not allow third parties to access the ICSC Membership Directory or other “members only” areas of the ICSC website.
The ICSC Membership Directory is proprietary to ICSC and made available to Members as a networking resource. You are prohibited from copying, reproducing, selling or distributing the ICSC Membership Directory in whole or part. ICSC assumes no responsibility for the accuracy of the information contained in the ICSC Membership Directory.  ICSC assumes no responsibility for Members’ communications or other content provided by or among Members or other third parties.

J. ICSC Code of Conduct
Each Member shall conduct him/herself in a professional and appropriate manner and shall comply with all applicable laws as well as all applicable policies and rules of ICSC, including without limitation ICSC’s antitrust policy and anti-discrimination and harassment policies.
ICSC supports diversity and inclusion in all aspects of its operations and complies with all applicable laws prohibiting harassment and discrimination. ICSC Membership processes and decisions are administered without regard to gender or gender identity, color, race, ancestry, religion, national origin, age, marital or veteran status, sexual orientation, disability, pregnancy, childbirth or a related medical condition, or any other characteristic protected by federal, state or local law.  Members are prohibited from engaging in any behavior or activities that could reasonably be interpreted as unlawful discrimination or harassment.
Member represents and warrants that neither Member, nor Member’s employer, partners, subsidiaries or affiliates or, any director, officer, or employee thereof, is directly or indirectly owned or controlled by a person who is (i) the target of any sanction law imposed by the United States government, including, without limitation, the List of Specially Designated Nationals and Blocked Persons or the Foreign Sanctions Evaders List maintained by the Office of Foreign Assets Control; or (ii) located, organized, or resident in a country or territory that is, or whose government currently is, the target of sanctions imposed by the United States government, including, without limitation, Cuba, Iran, North Korea, Sudan, Syria, and the Crimea region.

K. ICSC Membership Contact
International Council of Shopping Centers, Inc.
1221 Avenue of the Americas, 41st Floor
New York, NY 10020
Attention: Membership

Telephone: (646) 728-3800
Email: membership@icsc.org

L. Disclaimers; Limitations of Liability
USE OF YOUR MEMBERSHIP AND ANY OF ITS ASSOCIATED BENEFITS IS AT YOUR SOLE RISK. THE MEMBERSHIP BENEFITS AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. 
MEMBERSHIP PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF MEMBERSHIP PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OF OR THE INABILITY TO USE THE ICSC MEMBERSHIP OR ANY BENEFITS THEREOF; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED VIA THE USE OF THE ICSC MEMBERSHIP; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR ICSC MEMBERSHIP; OR (iv) ANY OTHER MATTER RELATING TO YOUR ICSC MEMBERSHIP. 

M. Indemnification of ICSC
Member, to the extent permitted by law, agrees to defend and indemnify ICSC, and its officers, directors, agents, and employees, of and from all claims, demands, or suits for bodily injury or property damage, including costs and attorney fees, in any way arising out of or related to third party claims based on the negligent acts, omissions or willful misconduct of Member, including without limitation in connection with your membership and your conduct or violation of these Terms and Conditions, except to the extent of the negligence or willful misconduct of ICSC.

N. Changes to This Agreement
We may modify these Terms and Conditions at any time without notice or liability by posting a revised document on the ICSC website located at www.icsc.org. Any change shall take effect immediately, unless otherwise provided. 

April 2017

TERMS AND CONDITIONS FOR ICSC ADVERTISING OPPORTUNITIES

1. AGREEMENT TO TERMS, CONDITIONS AND RULES. By submitting any advertising application or insertion order to the International Council of Shopping Centers, Inc. or its affiliates (together, “ICSC”), Advertiser (together with any applicable agency) agrees that these Terms and Conditions are an integral part of the parties’ advertising Agreement and that it is bound to observe and abide by these Terms and Conditions and by such additional terms or conditions made by ICSC or its affiliates and communicated to the Advertiser from time to time. The Agreement, together with these Terms, Conditions and Rules, sets forth the entire agreement between ICSC and Advertiser with respect to the subject matter set forth herein and supersedes all prior agreements, representations and understandings of the parties, written or oral.

2. COST AND PAYMENT OF ADVERTISING. The Advertiser agrees to pay ICSC’s current rates for the advertising as set forth in the relevant application and/or posted online at www.icsc.org. Rates are subject to revision at the discretion of ICSC at any time as set forth herein. In the case of advertising in which an agency is utilized by Advertiser, the rates include a commission of fifteen percent (15%) of the cost of the advertising which will be paid to any recognized agency at the option of the Advertiser following receipt of all payment by Advertiser to ICSC if instructions for such commission (together with agency’s full contact information) are provided by the Advertiser in writing to ICSC within thirty (30) days of payment of invoice by Advertiser. Advertising rates are exclusive of additional costs such as backup, binding, trimming, folding or mechanical costs. Such additional costs are not commissionable. Inserts may be accepted at the option of ICSC and will be billed at regular black-and-white page rates. Payment shall be remitted to ICSC within thirty (30) days after receipt of an invoice for such advertising.

ICSC reserves the right to refuse Advertiser’s application in the event of prior unpaid invoices of any nature due to ICSC. ICSC further reserves the right to cancel its remaining obligations under this Agreement at any time upon the default of the Advertiser to pay any invoice within the time specified herein. Past due invoices are subject to a two percent (2%) service charge per month. ICSC will apply payments to the oldest outstanding invoice for any product or service. The Advertiser agrees to pay for all service charges, collection fees, costs and attorney’s fees required to collect past due invoices. Advertisers with past due account balances may be prohibited from attending ICSC-sponsored functions including but not limited to conferences.​

3. INCREASE IN RATES. ICSC reserves the right from time to time and in its sole discretion to increase rates for advertising provided that any increase to such rates shall apply to all advertisements in the same classification. In the event of such an increase in rates, the Advertiser shall have the option of continuing with the scheduled advertising at the new rates, or cancelling the scheduled advertising. ICSC shall notify the Advertiser in writing of any increase in rates at least sixty (60) days prior to the effective date of the rate increase, and the Advertiser shall notify ICSC in writing if the Advertiser decides to cancel any scheduled advertising due to a rate increase, at least thirty (30) days prior to the effective date of such rate increase. If, due to the increased rates, the Advertiser cancels any such scheduled advertising in accordance with the terms of this Agreement, ICSC shall not charge the Advertiser the scheduled higher rate for the decreased amount of advertising space used which results from such cancellation, provided that the Advertiser shall make immediate payment of all obligations due under this Agreement.​

4. CANCELLATION OF ADVERTISING. Except as expressly provided herein, there shall be no refunds in connection with the cancellation of any advertising. In the event that ICSC discontinues or modifies any of the events, publications or other opportunities for which Advertiser is entitled to an advertising benefit, then the Advertiser shall be eligible for similar participation in such events, publications or other opportunities that ICSC adopts as a replacement for the cancelled event/publication/opportunity.

5. ASSIGNMENT OF ADVERTISING SPACE. Assignment of advertising space will be made on a first come, first serve basis. ICSC shall assign the advertising space to Advertiser for the period of the event or publication as the case may be. Such assignment is made for such period only and does not imply that the same or similar space will be held or offered for future events or publications. ICSC reserves the right to terminate this Agreement, remove or discontinue the Advertiser’s advertisement if ICSC determines in its sole discretion that the Advertiser has violated any part of these Terms and Conditions.

6. CONTENT SPECIFICATIONS; SPACE LIMITATIONS. All advertising must comply with ICSC’s production specifications and must be submitted with the full name (including company name and individual contact person), mailing address, email address and telephone number of the Advertiser and/or agency. ICSC reserves the right to reject, alter or refuse any advertising copy at its sole discretion, or to disapprove any advertising copy in accordance with any production specifications or rules ICSC may now have or may adopt in the future concerning acceptance of advertising matter. No change in advertising copy will be published without the prior consent of the Advertiser. Employment advertising will not be accepted. Any advertising copy resembling news matter or in cartoon technique or comic strip form must carry the word “Advertisement” over each column in which the advertising appears at the top of the page, in a font and size of ICSC’s choosing. The decision as to which advertising copy this provision applies to shall be at ICSC’s sole discretion, but no advertising with such a caption shall be printed without the prior consent of the Advertiser. ICSC shall have the right to omit any advertising when the space allotted to advertising in a particular space has been filled. The Advertiser will not be obligated to pay for any advertising so omitted.

7. STORAGE OF ADVERTISER ART AND MATERIALS. Digital material will be archived for a maximum of twelve (12) months after last use. Files will be returned to Advertiser only upon written request within eleven (11) months after last use.

8. PRINTING ERRORS OR OMISSIONS. ICSC shall not be responsible or liable for any loss or damages suffered by the Advertiser or agency by reason of ICSC’s failure to insert any advertising in any particular space or by reason of any printing, publishing or distribution error made by ICSC, its printer, agents, contractors or subcontractors. In any such event the Advertiser or agency, as the case may be, upon written request, may direct that such advertising be inserted in future comparable advertising space in accordance with the terms and conditions contained herein, or may receive a refund of any monies paid to ICSC for the insertion of the advertising which was omitted.​

9. INDEMNIFICATION OF ICSC. Advertiser or agency, to the extent permitted by law, agrees to defend and indemnify ICSC, and its officers, directors, agents, and employees, of and from all claims, demands, or suits for bodily injury or property damage, including costs and attorney fees, in any way arising out of or related to third party claims based on the negligent acts, omissions or willful misconduct of Advertiser or agency in connection with this Agreement, except to the extent of the negligence or willful misconduct of ICSC.

10. REPRESENTATIONS BY ADVERTISER. The Advertiser and/or agency warrants and represents that the advertising materials submitted to ICSC for publication shall not violate or infringe on any proprietary or statutory rights of others, including but not limited to copyright, patent or trademark rights, and shall contain no material from other copyrighted or unpublished works that have been used without the written consent of the copyright owner and/or the owner of any other rights to in such other works, and shall not constitute an invasion of anyone's right to privacy, and shall not libel, slander or defame any person or entity. The Advertiser and/or agency further acknowledges and agrees that it shall be solely responsible for obtaining any licenses, permits, etc. which may be required for it to display, broadcast, or perform any copyrighted materials including but not limited to photos, music, video, and software. The Advertiser and/or agency assumes full and complete responsibility and liability for the content of all advertising copy submitted, printed and published pursuant to this Agreement and in the event of a breach of this section, the Advertiser and/or agency shall defend, indemnify and hold ICSC, its officers, directors, employees and agents harmless from any and all claims or causes of action, including, attorneys' fees and court cost resulting from such breach. The terms of this provision shall survive the termination or expiration of this Agreement.

11. NON-ASSIGNMENT OF AGREEMENT. Neither party may assign any rights nor delegate any duties hereunder without the express prior written consent of the other.

12. FORCE MAJEURE. Should events beyond the control of either party, such as acts of God, war, terrorism, civil disturbance, or any other emergency beyond the parties' control, make it inadvisable, illegal or impossible for either party to perform its obligations under the Agreement or any part thereof, the affected party shall be discharged of its duty to perform the affected duty hereunder without liability. This Agreement may be terminated, and/or specific nonperformance or under-performance may be excused, without penalty or payment, for any one or more of such reasons by written notice from one party to the other.

REV. February 2017

ICSC TERMS, CONDITIONS AND RULES FOR EVENT REGISTRANTS

1. AGREEMENT TO TERMS, CONDITIONS AND RULES. By submitting any Event Registration Form to the International Council of Shopping Centers, Inc. or its affiliates (together, “ICSC”), purchasing any Event Registration pass, or attending any ICSC Event, Registrant agrees that these Terms and Conditions are an integral part of the Registration Form (hereinafter, the “Agreement”) and that Registrant is bound to observe and abide by these Terms and Conditions and Rules and by such additional terms or conditions made by ICSC or its affiliates and communicated to the Registrant from time to time which are hereby incorporated into this Agreement. The Agreement, together with these Terms, Conditions and Rules, sets forth the entire agreement between ICSC and Registrant with respect to the subject matter set forth herein and supersedes all prior agreements, representations and understandings of the parties, written or oral.

2. COST AND PAYMENT FOR REGISTRATION. The Registrant agrees to pay ICSC’s current rates for registration as set forth in the relevant Registration Form or posted online at www.icsc.org. 100% of payment is due upon execution of the Registration Form.

3. CANCELLATION OF REGISTRATION. All registration fees are non-refundable and non-transferable except as follows: Registrant may cancel the Event Registration and receive a refund of registrant fees (less the cancellation fee specific to the particular Event) if written cancellation notice is provided to ICSC by the cancellation deadline indicated in the Registration Form. The cancellation fee for each Event is provided in the Transfer/Cancellations section of the Event Registration form or Online Event Registration Page for the particular Event.

4. REGISTRANT CONDUCT. At all times during the event Registrant shall conduct him/herself in a professional and appropriate manner and shall comply with all applicable laws, as well as all applicable policies and rules of ICSC and the event venue. ICSC reserves the right to remove Registrant from the event venue and ban the Registrant from future ICSC events if ICSC determines in its sole discretion that Registrant’s conduct is in violation of these Terms, Conditions and Rules.

5. REGISTRANT INFORMATION; PHOTO/VIDEO RELEASE. When you register for an ICSC event you will be asked to provide certain personal information to us. You agree that that all information you provide is true, accurate and complete and hereby grant to ICSC the right to use, reproduce and publish such information (including your name, title, corporate affiliation, contact information, biography information and photograph as provided to ICSC) in connection with any ICSC event attendance lists or other business purposes of ICSC. You understand and agree that no compensation will be due to you for these uses, reproductions or distributions of such data and materials, and you hereby waive and release ICSC and its legal representatives and assigns from any and all claims and liabilities relating to the same. Any Registrant wishing to opt-out of the use of personally identifiable information can email a request to the ICSC at membership@icsc.org. Please include in the subject line: “PII Opt-Out.” Subject to the foregoing, information provided by you to ICSC is subject to the ICSC Privacy Policy as amended from time to time (currently available at www.icsc.org/privacy-policy), which is hereby incorporated by reference.

Registrant hereby consents to the photographing, videographing, and voice recording of Registrant at the event by ICSC, and Registrant hereby grants to ICSC the right to use, reproduce and publish such photographs, videos or recordings for advertising, publicity, or other business purposes of ICSC in any manner and medium worldwide. You understand and agree that no compensation will be due to you for these uses, reproductions or distributions of such photographs, videos, and recordings, and you hereby waive and release ICSC and its legal representatives and assigns from any and all claims and liabilities relating to the same.

As a benefit to ICSC event attendees and exhibitors, ICSC may engage third party vendors to provide lead retrieval systems and services to ICSC event exhibitors and attendees. This optional service allows an exhibitor/attendee to purchase the use of lead retrieval devices with badge scanning capabilities to facilitate networking and related follow-up activity between individuals participating in ICSC events (“Lead Retrieval User”). Each individual may consent to or decline the scanning of his/her badge by a Lead Retrieval User. Your implied consent will be presumed by permitting the scanning of your badge. Lead Retrieval Users are prohibited from scanning badges of individuals who have declined the scanning of his/her badge. By consenting to the scanning of your badge by a Lead Retrieval User, Registrant understands and agrees to the disclosure of Registrant’s information (including your name, title, corporate affiliation, contact information, biography information and photograph as provided to ICSC) to the Lead Retrieval User and hereby waives and releases ICSC and its legal representatives and assigns from any and all claims and liabilities relating to the same.

6. AUTHORIZATION TO ICSC. Registrant authorizes ICSC and its members to send Registrant announcements and notices via mail, email, fax and phone regarding ICSC’s and ICSC members’ programs and services that may be of interest to Registrant or Registrant’s colleagues. In addition, should Registrant make a room reservation with the ICSC Hotel Room Block (the “Hotel”), Registrant hereby consents to having the Hotel provide, and authorize ICSC and/or its representative(s) to receive, any reservation information Registrant provide to the Hotel.

7. RELEASE AND WAIVER OF CLAIMS FOR EVENT PARTICIPATION. Registrant hereby agrees and acknowledges that Registrant is participating in the foregoing ICSC Event and related activities on Registrant’s own accord. Registrant represents and warrants to ICSC that Registrant is physically and mentally fit and that, as a result, able to participate in the Event and related activities, and Registrant does hereby assume responsibility for Registrant’s own well-being at the Event and related activities. REGISTRANT IS AWARE AND UNDERSTANDS THAT THE EVENT AND RELATED EVENT ACTIVITIES MAY BE DANGEROUS AND/OR INVOLVE THE RISK OF SERIOUS INJURY AND/OR DEATH AND/OR PROPERTY DAMAGE. REGISTRANT ACKNOWLEDGES THAT ANY INJURIES THAT REGISTRANT SUSTAINS MAY BE COMPOUNDED BY NEGLIGENT EMERGENCY RESPONSE OR RESCUE OPERATIONS OF THE COMPANY. REGISTRANT ACKNOWLEDGES THAT REGISTRANT IS VOLUNTARILY PARTICIPATING IN THE EVENT ACTIVITIES WITH KNOWLEDGE OF THE POTENTIAL RISKS INVOLVED AND HEREBY AGREES TO ACCEPT AND ASSUME ANY AND ALL RISKS OF INJURY, DEATH OR PROPERTY DAMAGE. In consideration of the right to participate in this Event and related activities, Registrant hereby expressly waives any and all rights or claims Registrant may have as a result of participation in this Event against ICSC, its directors, officers, employees, members, staff, and all individuals assisting in instructing, sponsoring and conducting ICSC Event activities, and Registrant hereby fully releases and discharges them from any and all claims resulting from injuries, including death, damages or loss, which may accrue to Registrant or Registrant’s heirs arising out of or in any way connected with Registrant’s participation in the Event and related activities. Registrant further agrees to indemnify, defend and hold harmless ICSC, its directors, officers, employees, members, staff, and all individuals assisting in instructing, sponsoring and conducting ICSC Event activities from any and all claims resulting from injuries, including death, damages or loss, which may accrue to Registrant or Registrant’s heirs arising out of or in any way connected with Registrant’s participation in this Event and related activities.

REV. February 2017

ICSC TERMS, CONDITIONS AND RULES FOR EXHIBITORS

1. AGREEMENT TO TERMS, CONDITIONS AND RULES. By submitting any exhibit space application to the International Council of Shopping Centers, Inc. or its affiliates (together, “ICSC”), purchasing any ICSC exhibit space, or participating as an exhibitor at any ICSC event, Exhibitor (and/or Co-Exhibitor as the case may be) agrees that these Terms and Conditions are an integral part of the parties’ exhibit space agreement (hereinafter, the “Agreement”) and that Exhibitor/Co-Exhibitor is bound to observe and abide by these Terms and Conditions and by such additional terms or conditions made by ICSC or its affiliates and communicated to the Exhibitor/Co-Exhibitor from time to time, including but not limited to, those contained in the exhibitor service manual (“Exhibitor Manual”) which ICSC will provide to Exhibitor/Co-Exhibitor in print or electronically, all of which are hereby incorporated in this Agreement. The Agreement, together with these Terms and Conditions, sets forth the entire agreement between ICSC and Exhibitor with respect to the subject matter set forth herein and supersedes all prior agreements, representations and understandings of the parties, written or oral.

2. COST AND PAYMENT FOR EXHIBIT SPACE. The Exhibitor agrees to pay ICSC’s current rates for the exhibit space as set forth in the relevant application and/or posted online at www.icsc.org. Unless otherwise stated in the exhibit space application, 100% of payment is due upon execution of the application. Exhibit space will not assigned without the appropriate payment.

Exhibitor shall be responsible for all costs attendant upon its participation in the ICSC event including but not limited to, travel and lodging costs, as well as any additional furniture, electrical, labor or other expenses in connection with ICSC exhibitor space.

3. EXHIBIT SPACE ASSIGNMENT. Assignment of exhibit space will be made on a first come, first served basis. ICSC shall assign the exhibit space to Exhibitor for the period of the event only. Such assignment does not imply that the same or similar space will be held or offered for future events. ICSC reserves the right to alter exhibit space assignments as reasonably necessary in its sole discretion.

4. CANCELLATION OF EXHIBIT SPACE; TERMINATION OF AGREEMENT. All deposits and payments are non-refundable and non-transferable. In the event of cancellation, any staff badges provided with the exhibit space shall be forfeited by the canceling exhibitor. ICSC reserves the right to terminate this Agreement, close the exhibit, remove the Exhibitor’s property from the exhibit space, and/or remove Exhibitor from the event venue if ICSC determines in its sole discretion that the Exhibitor has violated any part of these Terms, Conditions and Rules.

5. EXHIBIT CONSTRUCTION AND DESIGN SPECIFICATIONS. The Exhibitor agrees that the construction and design of the Exhibitor’s exhibit space display shall comply with the guidelines detailed in the Exhibitor Manual or as otherwise provided in writing to Exhibitor by ICSC.

6. SHOW HOURS AND DATES. Hours and dates for installing, showing and dismantling exhibits shall be those specified by ICSC in the Exhibitor Manual. The exhibit space must be open for business during official exhibit hours and appropriate representatives of Exhibitor must be present in the exhibit space at all times during the open hours of the event. Exhibit materials (including but not limited to trunks, cases, signage or other exhibit display materials) may not be brought into or out of the exhibit space during the official exhibit hours and no dismantling or packing or removal of such material may occur before the official close of the event. After-hours receptions in the Exhibitor’s space are subject to written approval by ICSC and all food and beverage for such after-hours receptions must be ordered through the official event caterer at Exhibitor’s sole cost. Exhibitor will be solely responsible for scheduling all necessary late booth power for the exhibit space in the event that the after-hours reception will extend past official event hours.

7. INSURANCE. The Exhibitor is responsible for the safety and security of Exhibitor’s property against fire, theft, or property damage. Exhibitor agrees to obtain general liability and fire insurance at Exhibitor’s own cost and expense during the event dates (including move-in and move-out). ICSC, the event venue, and Global Experience Specialist (GES) or such other applicable production vendor as directed by ICSC must be named as coinsured with limits of liability of at least USD $5,000,000 combined single limits including bodily injury, property damage, fire and theft. Proof of such insurance coverage shall be provided to ICSC by Exhibitor. Additional information regarding insurance coverage requirements is located in the Exhibitor Manual.

8. INDEMNIFICATION OF ICSC. Exhibitor, to the extent permitted by law, agrees to defend and indemnify ICSC, and its officers, directors, agents, and employees, of and from all claims, demands, or suits for bodily injury or property damage, including costs and attorney fees, in any way arising out of or related to third party claims based on the negligent acts, omissions or willful misconduct of Exhibitor or its employees, agents or contractors, in connection with this Agreement, except in each case to the extent of the negligence or willful misconduct of ICSC.

9. FORCE MAJEURE. Should events beyond the control of either party, such as acts of God, war, terrorism, civil disturbance, or any other emergency beyond the parties' control, make it inadvisable, illegal or impossible for either party to perform its obligations under the Agreement or any part thereof, the affected party shall be discharged of its duty to perform the affected duty hereunder without liability. This Agreement may be terminated, and/or specific nonperformance or under-performance may be excused, without penalty or payment, for any one or more of such reasons by written notice from one party to the other.

10. NON-ASSIGNMENT OF AGREEMENT. Neither party may assign any rights nor delegate any duties hereunder without the express prior written consent of the other. Subject to ICSC’s prior written approval, Exhibitor may share its exhibit space with a Co-Exhibitor, provided that both Exhibitor and Co-Exhibitor have remitted full payment of all applicable exhibit space fees and Co-Exhibitor fees and provided that Exhibitor and Co-Exhibitor shall be jointly and severally liable under this Agreement.

11. SALES OR TRANSFER OF EXHIBITOR’S BUSINESS. Exhibitor agrees to promptly notify ICSC if there is a sale or transfer of a substantial portion of the assets of Exhibitor’s business, or a transfer of a controlling equity interest in the Exhibitor’s business, or if Exhibitor makes an assignment of its business for the benefit of creditors, or if Exhibitor admits in writing its inability to pay its debts as they come due, or if Exhibitor files a voluntary petition in bankruptcy, or if Exhibitor is adjudicated as bankrupt or insolvent. If any of the foregoing events occur, ICSC may, at its option, terminate this Agreement.

12. UNION LABOR. Exhibitor must comply with all union regulations applicable to set-up, display and dismantling of its exhibit. Union regulations can be found in the Exhibitor Manual.

13. COMPLIANCE WITH APPLICABLE LAWS. The parties agree that, at all times in connection with and throughout the course of the Agreement and thereafter, they will comply with and that they will take reasonable measures to ensure that their subcontractors, agents or other third parties subject to their control or determining influence will comply with all applicable federal, state, and local laws and regulations of the jurisdictions in which the parties conduct business, including without limitation all local, city, state and federal safety, fire and health laws, ordinances and regulations, and shall comply with all applicable event venue policies and regulations regarding installation, dismantle and operation of the exhibit. Exhibitor warrants and represents that it is in full compliance with the Americans with Disabilities Act and all regulations thereunder and agrees that it shall be responsible for the readily achievable removal of barriers relating to its exhibit and the provision of auxiliary aids and services where necessary to ensure effective communication of Exhibitor’s product or services to disabled attendees at the event.

14. COPYRIGHTED WORKS. The Exhibitor acknowledges and agrees that it shall be solely responsible for obtaining any licenses, permits, etc. which may be required for it to broadcast, perform or display any copyrighted materials in connection with its exhibit display (including but not limited to music, video, and software) and Exhibitor shall be solely responsible for all costs, fees and payments (including licensing and royalty fees) in connection with the same. In the event that ICSC is charged for any fees or costs associated with Exhibitor’s use of copyrighted materials, the Exhibitor shall reimburse ICSC for the same within thirty (30) days of receipt of applicable invoice. The Exhibitor assumes full and complete responsibility and liability for the content of all materials displayed or distributed by Exhibitor in connection with its exhibit display. In the event of a breach of this section, the Exhibitor shall defend, indemnify and hold ICSC, its officers, directors, employees and agents harmless from any and all claims or causes of action, including, attorneys' fees and court cost resulting from such breach. The terms of this provision shall survive the termination or expiration of this Agreement.

15. EXHIBITOR CONDUCT. At all times during the event Exhibitor shall conduct itself in a professional and appropriate manner and shall comply with all applicable rules and regulations. Exhibitor shall refrain from any action that will interfere with event attendee participation in the event. Exhibitor shall not congregate or solicit trade in the aisles. The prior written consent of ICSC is required for the mechanical reproduction of lights and sound by Exhibitor in the exhibit space. ICSC, in its sole and absolute discretion, may withdraw its consent at any time, in which event Exhibitor shall terminate such activity forthwith. The exhibit space shall not be used for entertaining. Exhibitor shall not lead buyers from one exhibit space to another. Exhibitor shall not enter into another exhibitor’s space without invitation or when unattended. ICSC shall have the right to close the exhibit, remove the Exhibitor’s property from the exhibit space, and/or remove Exhibitor from the event venue and ban the Exhibitor from future ICSC events if ICSC determines in its sole discretion that the Exhibitor has violated these Terms, Conditions and Rules.

16. DRESS OF ATTENDANTS. Business attire is recommended. Costumes not regularly associated with the business and professional character of the event must have the prior written approval of ICSC.

17. SERVING OF ALCOHOLIC BEVERAGES. Exhibitor will not be permitted to sell, serve, or give away food or beverage (including but not limited to alcoholic beverages) without prior written consent of ICSC all such approved food and beverage must be ordered through the official event caterer at Exhibitor’s sole cost.

18. VIOLATIONS. ICSC Staff and Floor Managers will patrol the event show floor during show set-up, during show hours and during show tear-down. If Exhibitor is in violation of any of these Terms, Conditions and Rules (including but not limited to non-compliance with the Exhibit Design Criteria), ICSC staff may issue the Exhibitor a formal Violation. Formal Violations will be included in the Exhibitor’s file with ICSC.

  • First Violation: Warning.
  • Second Violation (repeat Violation or new Violation): Loss of Staff Badge Allotment for the follow year’s event.
  • Third Violation (repeat Violation or new Violation): Loss of exhibit space.

The above notwithstanding, the early tear-down or failure to remain open for business shall constitute a material breach of these Terms, Conditions and Rules.

19. EXHIBITOR INFORMATION; PHOTO/VIDEO RELEASE. When you register for ICSC exhibit space you will be asked to provide certain personal information to us. You agree that that all information you provide is true, accurate and complete and hereby grant to ICSC the right to use, reproduce and publish such information (including your name, title, corporate affiliation, contact information, biography information and photograph as provided to ICSC) in connection with any ICSC event/exhibitor attendance lists or other business purposes of ICSC. You understand and agree that no compensation will be due to you for these uses, reproductions or distributions of such data and materials, and you hereby waive and release ICSC and its legal representatives and assigns from any and all claims and liabilities relating to the same. Any Exhibitor wishing to opt-out of the use of personally identifiable information can email a request to the ICSC at membership@icsc.org. Please include in the subject line: “PII Opt-Out.” Subject to the foregoing, information provided by you to ICSC is subject to the ICSC Privacy Policy as amended from time to time (currently available at www.icsc.org/privacy-policy), which is hereby incorporated by reference.

Exhibitor hereby consents to the photographing, videographing, and voice recording of Exhibitor (including Exhibitor’s employees and agents) and Exhibitor’s exhibit space at the event by ICSC, and Exhibitor hereby grants (on its own behalf and on behalf of Exhibitor’s employees and agents) to ICSC the right to use, reproduce and publish such photographs, videos or recordings for advertising, publicity, or other business purposes of ICSC in any manner and medium worldwide. Exhibitor understands and agree that no compensation will be due for these uses, reproductions or distributions of such photographs, videos, and recordings, and Exhibitor (on its own behalf and on behalf of Exhibitor’s employees and agents) hereby waives and releases ICSC and its legal representatives and assigns from any and all claims and liabilities relating to the same.

As a benefit to ICSC event attendees and exhibitors, ICSC may engage third party vendors to provide lead retrieval systems and services to ICSC event exhibitors and attendees. This optional service allows an exhibitor/attendee to purchase the use of lead retrieval devices with badge scanning capabilities to facilitate networking and related follow-up activity (“Lead Retrieval User”). Each individual may consent to or decline the scanning of his/her badge by a Lead Retrieval User. Your implied consent will be presumed by permitting the scanning of your badge. Lead Retrieval Users are prohibited from scanning badges of individuals who have declined the scanning of his/her badge. By consenting to the scanning of your badge by a Lead Retrieval User, Exhibitor understands and agrees to the disclosure of Exhibitor’s information (including your name, title, corporate affiliation, contact information, biography information and photograph as provided to ICSC) to the Lead Retrieval User and hereby waives and releases ICSC and its legal representatives and assigns from any and all claims and liabilities relating to the same.

20.  AUTHORIZATION TO ICSC. Exhibitor authorizes ICSC and its members to send Exhibitor announcements and notices via mail, email, fax and phone regarding ICSC’s and ICSC members’ programs and services that may be of interest to Exhibitor or Exhibitor’s colleagues. In addition, Exhibitor authorizes ICSC to share Exhibitor’s registration information (including name, title, corporate affiliation, contact information, insurance information, exhibit space registration) with the official event services contractor(s) as well as the event venue.

REV. November 2017

TERMS AND CONDITIONS FOR ICSC SPONSORSHIP OPPORTUNITIES

1. AGREEMENT TO TERMS, CONDITIONS AND RULES. By submitting any sponsorship application to the International Council of Shopping Centers, Inc. or its affiliates (together, “ICSC”), Sponsor agrees that these Terms and Conditions are an integral part of the parties’ sponsorship Agreement and that it is bound to observe and abide by these Terms and Conditions and by such additional terms or conditions made by ICSC or its affiliates and communicated to the Sponsor from time to time. The Agreement, together with these Terms, Conditions and Rules, sets forth the entire agreement between ICSC and Sponsor with respect to the subject matter set forth herein and supersedes all prior agreements, representations and understandings of the parties, written or oral.

2. COST AND PAYMENT OF SPONSORSHIP. The Sponsor agrees to pay ICSC’s current rates for the sponsorship as set forth in the relevant application and/or posted online at www.icsc.org. Rates are subject to revision at the discretion of ICSC at any time as set forth herein. 100% of sponsorship payment is due upon execution of the sponsorship application. Sponsorship will not assigned without the appropriate payment. ICSC reserves the right to refuse Sponsor’s application in the event of prior unpaid invoices of any nature due to ICSC. ICSC further reserves the right to cancel its remaining obligations under this Agreement at any time upon the default of the Sponsor to pay any invoice within the time specified herein. Past due invoices are subject to a two percent (2%) service charge per month. ICSC will apply payments to the oldest outstanding invoice for any product or service. The Sponsor agrees to pay for all service charges, collection fees, costs and attorney’s fees required to collect past due invoices. Sponsors with past due account balances may be prohibited from attending ICSC-sponsored functions including but not limited to conferences. Except as otherwise provided, Sponsor shall be responsible for all costs attendant upon its participation in the ICSC event, including without limitation, all costs and expenses related to the preparation or creation of all advertising, branding or other materials to be provided by Sponsor, and its attendance at ICSC events, including but not limited to, travel and lodging costs, as well as any additional furniture, electrical, labor or other expenses in connection with ICSC exhibitor space (if any).

3. INCREASE IN RATES. ICSC reserves the right from time to time and in its sole discretion to increase rates for sponsorship provided that any increase to such rates shall apply to all sponsorships in the same classification. In the event of such an increase in sponsorship rates, the Sponsor shall have the option of continuing with the scheduled sponsorship at the new rates, or cancelling the scheduled sponsorship as of the date the new rates become effective. ICSC shall notify the Sponsor in writing of any increase in rates at least sixty (60) days prior to the effective date of the rate increase, and the Sponsor shall notify ICSC in writing if the Sponsor decides to cancel any scheduled sponsorship due to a rate increase, at least thirty (30) days prior to the effective date of such rate increase. If, due to the increased rates, the Sponsor cancels any such scheduled sponsorship in accordance with the terms of this Agreement, Sponsor shall be entitled to a refund for any payments made for such cancelled sponsorship.

4. CANCELLATION OF SPONSORSHIP. Except as expressly provided herein, there shall be no refunds in connection with the cancellation of any sponsorship. In the event that ICSC discontinues or modifies any of the events for which Sponsor is entitled to a sponsorship benefit, then the Sponsor shall be eligible for similar participation in such event(s) that ICSC adopts as a replacement for any of the foregoing ICSC events for which Partner is entitled to a benefit. In the event that ICSC does not replace one or more of these events, ICSC and Sponsor shall confer with respect to providing a suitable replacement for the cancelled event.

5. ASSIGNMENT OF SPONSORSHIP SPACE. Assignment of sponsorships space will be made on a first come, first serve basis. ICSC shall assign the sponsorship space to Sponsor for the period of the event or publication as the case may be. Such assignment is made for such period only and does not imply that the same or similar space or sponsorship will be held or offered for future events or publications. ICSC reserves the right to terminate this Agreement, remove or discontinue the Sponsor’s sponsorship if ICSC determines in its sole discretion that the Sponsor has violated any part of these Terms and Conditions.

6. TERMS AND CONDITIONS FOR BENEFITS; ADVERTISING AND BRANDING REQUIREMENTS. All branding and advertising benefits provided to Sponsor hereunder are subject to ICSC’s Terms and Conditions for Advertising Opportunities; All registration benefits provided to Sponsor hereunder are subject to ICSC’s Terms, Conditions And Rules For Event Registrants; All exhibit benefits provided to Sponsor hereunder are subject to ICSC’s Terms, Conditions and Rules For Exhibitors; All membership benefits provided to Sponsor hereunder are subject to ICSC’s Membership Terms and Conditions; all of which are available at www.icsc.org/event-terms-and-conditions and are hereby incorporated by reference into this Agreement.

7. CONTENT SPECIFICATIONS; SPACE LIMITATIONS. Sponsor’s advertising must comply with ICSC’s production specifications and must be submitted with the full name (including company name and individual contact person), mailing address, email address and telephone number of the Sponsor. ICSC reserves the right to reject, alter or refuse any advertising copy at its sole discretion, or to disapprove any advertising copy in accordance with any production specifications or rules ICSC may now have or may adopt in the future concerning acceptance of advertising matter. No change in advertising copy will be published without the prior consent of the Sponsor. Employment advertising will not be accepted. Any advertising copy resembling news matter or in cartoon technique or comic strip form must carry the word “Advertisement” over each column in which the advertising appears at the top of the page, in a font and size of ICSC’s choosing. The decision as to which advertising copy this provision applies to shall be at ICSC’s sole discretion, but no advertising with such a caption shall be printed without the prior consent of the Sponsor. ICSC shall have the right to omit any sponsorship advertising when the space allotted to advertising in a particular space has been filled. The Sponsor will not be obligated to pay for any advertising so omitted.

8. STORAGE OF SPONSOR ART AND MATERIALS. Digital material will be archived for a maximum of twelve (12) months after last use. Files will be returned to Sponsor only upon written request within eleven (11) months after last use.

9. PRINTING ERRORS OR OMISSIONS. ICSC shall not be responsible or liable for any loss or damages suffered by the Sponsor by reason of ICSC’s failure to insert any sponsorship logo, advertising or other content in any particular space or by reason of any printing, publishing or distribution error made by ICSC, its printer, agents, contractors or subcontractors. In any such event the Sponsor, upon written request, may direct that such sponsorship logo, advertising or other content be inserted in future comparable space in accordance with the terms and conditions contained herein, or may receive a refund of any monies paid to ICSC for the insertion of the sponsorship logo, advertising or other content which was omitted.

10. INDEMNIFICATION OF ICSC. Sponsor, to the extent permitted by law, agrees to defend and indemnify ICSC, and its officers, directors, agents, and employees, of and from all claims, demands, or suits for bodily injury or property damage, including costs and attorney fees, in any way arising out of or related to third party claims based on the negligent acts, omissions or willful misconduct of Sponsor in connection with this Agreement, except to the extent of the negligence or willful misconduct of ICSC.

11. USE OF CORPORATE LOGOS; WARRANTIES. Sponsor authorizes the use of its name, mark and/or logo as provided by Sponsor to ICSC solely in connection with the benefits to be provided to Sponsor hereunder. Any change in Sponsor’s logo shall take effect within thirty (30) day’s written notice to ICSC. Sponsor shall not use ICSC’s name or logo without ICSC’s prior written consent, provided that Sponsor agrees to comply with ICSC’s standard terms of use clause which appears online (currently at www.icsc.org/join/icsc-logo-usage-and-guidelines). Each party warrants and represents that the written materials provided to the other or distributed in connection with this Agreement shall not violate or infringe on any proprietary or statutory rights of others, including but not limited to copyright, patent or trademark rights, and shall contain no material from other copyrighted or unpublished works that have been used without the written consent of the copyright owner and/or the owner of any other rights to in such other works and shall not constitute an invasion of anyone's right to privacy, and shall not libel, slander or defame any person or entity.

12. NON-ASSIGNMENT OF AGREEMENT. Neither party may assign any rights nor delegate any duties hereunder without the express prior written consent of the other.

13. FORCE MAJEURE. Should events beyond the control of either party, such as acts of God, war, terrorism, civil disturbance, or any other emergency beyond the parties' control, make it inadvisable, illegal or impossible for either party to perform its obligations under the Agreement or any part thereof, the affected party shall be discharged of its duty to perform the affected duty hereunder without liability. This Agreement may be terminated, and/or specific nonperformance or under-performance may be excused, without penalty or payment, for any one or more of such reasons by written notice from one party to the other.

REV. February 2017

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