SPONSORSHIP AND SPACE AGREEMENT

For good and mutual consideration, the sufficiency of which is hereby acknowledged, the D.C. Bar (the “Bar”) will provide sponsorship and/or event space in exchange for the Total Fees described in each applicable Sponsorship and Space Order Form (“Order Form”). 
1. Creative.

(a)    Creative Furnished by Sponsor.  It is agreed and understood that all artwork, copy, materials, drawings, and custom content to be included in any sponsorship(s), whether delivered in paper or electronic format or in any other medium (collectively, “Creative”), will be furnished by Sponsor to the Bar, and Sponsor assumes all responsibility for the content and design of Creative submitted for publication. All Creative prepared by Sponsor is subject to the final approval of the Bar in its sole and unfettered discretion.  The Bar will exercise reasonable care with respect to (but will assume no liability for loss or damage to) Creative or other property furnished by Sponsor to the Bar in connection with the Sponsorship and Space Agreement (“Agreement”), whether such publication occurs in print, digital, electronic, or other  media format.
(b)    License.  Sponsor hereby licenses all Creative to the Bar and its subcontractors to use Creative in furtherance of its obligations under this Agreement and the applicable Order Form(s).
(c)    Delivery and Failure to Timely Deliver Creative for Publication. Sponsor agrees to deliver electronic files of all Creative (as defined below) to the Bar by the dates set by the Bar.  Files will be in acceptable format and conform to specifications as shown on the Spec Sheet outlined in the Media Kit.  In the event that the Bar does not receive the Creative by the date set by the Bar (the “Due Date”), the Bar reserves the right, but is not obligated, to insert any recent Creative of Sponsor previously supplied to the Bar. Bar’s insertion of recent Creative, or the decision not to publish any Creative due to the failure of Sponsor to meet the Due Date, will in no way relieve Sponsor of any of its obligations under the Agreement including, but not limited to, the obligation to pay the Total Fee in full.  If changes to the Creative are submitted after the Due Date, the Bar will not be obligated to publish the corrected Creative. Failure to publish the corrected Creative due to the failure of Sponsor to meet the Due Date will in no way relieve Sponsor of any of its obligations under the Agreement including the obligation to pay the Total Fee amount in full.
(d)    Print, Digital, and Electronic Publications. Sponsor acknowledges that the Creative may be published by the Bar in print media as well as in digital or electronic media formats including, but not limited to, emails and other electronic notifications or announcements, web banners, e-newsletter banners, text promotions, online listings, mobile application promotions (both banner promotions and pop-up promotions), webinars, webcasts, signage, printed promotions, and virtual events.

2.    Representations and Warranties.  Sponsor represents and warrants that it owns and has all rights to use Creative including, but not limited to, all trade names, logos, and copyrighted material as contemplated by this Agreement and Order Form.  Sponsor represents and warrants to the Bar that all Creative and other material or information provided to the Bar hereunder, does not and will not violate any federal, state, or local law or regulation including, but not limited to libel, defamation, false or misleading advertising, illegal competition or trade practice, infringement of intellectual property rights or violation of the rights of privacy or publicity.
3.    Indemnification by Sponsor.  Sponsor will indemnify and hold harmless the Bar and its affiliates, officers, directors, employees, and agents from and against any third-party claims, losses, damages, expenses (including attorneys’ fees and legal costs), settlements, or other liabilities resulting from any breach of any of its obligations hereunder or resulting from its acts or omissions in connection with the Agreement.  Unless prohibited by applicable law, in no event will the Bar have liability to Sponsor for any consequential, indirect, incidental, punitive, or special damages, and the maximum liability of the Bar to Sponsor in all cases shall be two times the amounts paid hereunder.
4.    No Guarantee of Advertising Response.  The Bar does not represent, warrant, guarantee, or otherwise commit to any particular response to, result, or success of this sponsorship.
5.    Advertising Agencies.  Any person or entity signing this Agreement as an advertising agency on behalf of Sponsor (“Agency”) represents and warrants that such person or entity has the full power and authority as an agent of Sponsor to bind Sponsor to the obligations hereunder including, but not limited to, the obligations for payment in the event of the Agency’s failure to do so.
6.    Effect of Material Breach.

(a) By Sponsor.  The Bar reserves the right to cancel the Agreement upon the material default or delay by the Sponsor (or any Agency executing the Agreement on Sponsor’s behalf) in the payment of any amount due under the Agreement or other material breach of the Agreement by Sponsor. Upon such cancellation: (1) all Fees not previously paid by Sponsor will become immediately due and payable, and (2) Sponsor will lose all discounts from the Total Fee (as specified on the Order Form). The difference between the amount paid for the fulfilled insertions as of the date of termination and the Total Fee will become immediately due and payable.

(b) By The Bar.  The Sponsor reserves the right to terminate the Agreement upon the material breach of the Agreement by the Bar if the Bar has not cured such breach during the thirty-day notice-and-cure period.

7.    Cancellation.  This sponsorship is noncancelable by Sponsor unless otherwise stated in this Agreement.
8.    Delay in Publishing.  If the Bar is unable to publish the sponsorship material at the time specified in the Order Form due to any cause of any kind beyond the reasonable control of the Bar such as, but not limited to, acts of God, strikes or other labor difficulties, war, riots, changes in laws and regulations and other acts of governmental authorities, inclement weather, fire, flood, unavoidable casualties, delays in transportation of materials, inability to obtain timely delivery of materials from suppliers, or other cause beyond the reasonable control of the Bar, then the Bar will notify Sponsor of the same and the time for publication will be extended for a period of time approximately equivalent to the time lost by reason of the delay. In the event that such delay makes the Creative unusable (e.g., the Creative was specific to an event which would have passed by the time of publication), the Bar will refund to Sponsor the amount(s) of the Total Fee previously paid by Sponsor for the placement of such Creative by the Bar.
9.    Billing and Payment.  Sponsor will be liable for the payment of the Total Fee in each Order Form covered under this Agreement, even if an Agency executes this Agreement.  All invoices are due upon receipt unless otherwise noted in this Agreement. Invoices will be mailed or emailed to the billing address listed on the Order Form.  Invoices not paid within 30 days of receipt are subject to a 1-1/2% per month service charge until paid in full.  If an invoice becomes 90 days or more past due, or earlier if Sponsor indicates payment will not be made, the unpaid invoice and any other invoices unpaid by Sponsor may be referred to a collection attorney or agency for collection.  In such event, Sponsor agrees to pay a collection fee in the amount of 25% of the amount due plus lost discounts, along with any other costs associated with such collections, and Sponsor’s right to place additional sponsorships with the Bar will be suspended indefinitely. The decision whether or not to reinstate such right in the future will be in the Bar’s sole and absolute discretion.
10.    Compliance with Law.  The Sponsor agrees to comply with all applicable state/local, federal, and international laws in connection with its performance under this Agreement.
11.    General.

(a)    Choice of Law and Venue.  This Agreement is governed by and construed in accordance with the laws of the District of Columbia without regard to its conflict of laws provisions.  Any legal proceeding arising out of or relating to this Agreement will be brought exclusively in the federal and state/local courts of the District of Columbia and the parties submit irrevocably to the exclusive jurisdiction of such courts.
(b)    Integration and Amendment.  This Agreement, and any attached addendums, contains the entire integrated Agreement among the parties and supersedes all prior oral or written agreements, commitments, or understandings with respect to the matters provided for herein, and it is agreed that no party hereto is bound by any verbal or written agreement or arrangement not specifically stated in this Agreement.  Neither this Agreement, nor any part hereof, will be changed, amended, modified, or varied except in writing, signed by an authorized representative of each of the parties hereto.  It is understood and agreed by and between the parties hereto, that unless this Agreement is properly amended in the manner set forth immediately above, such modifications will have no effect.  Any additional or inconsistent terms or conditions contained in any purchase order, insertion order, or other document issued by Sponsor or Agency (collectively, a “Sponsor Document”), regardless if such Sponsor Document was issued prior to or subsequent to this Agreement will have no effect and will not be binding upon the parties.
(c)    Assignment and Waiver.  The Agreement, including the rights under it, may not be assigned or transferred by any party hereto without the prior written consent of the other party which will not be unreasonably withheld.  Failure of any party hereto to enforce any provision herein will not be construed as a general relinquishment or waiver as to that or any other provision.  Notwithstanding the foregoing, either party may make an assignment without the other party’s prior written consent (but with notice to the other party) to a successor pursuant to a merger, acquisition (including of all or materially all assets of a party), change in control, or similar transaction.
(d)    Headings Not Controlling.  The headings contained in this Agreement are for convenience of reference only and will not in any way affect the meaning or construction of any provision of this Agreement.
(e)    Survival.  The following provisions will survive the termination or expiration of the Agreement:  Sections 2, 3, 5, 6(a), 7-11, 14, 15, 18, 19,22, and 23.

ADDITIONAL TERMS AND CONDITIONS APPLICABLE ONLY FOR SPACE AT IN-PERSON EVENTS: 
The following terms apply only to exhibit space at and/or sponsorship of in-person event(s) by Sponsor.   
12. Space Rental.  Sponsor agrees to comply with the terms below as well as all policies, rules, and guidelines established by the conference center, hotel, or other venue where the event is held (“Host Venue”).  The Bar reserves the right to decline rental of space or to prohibit or expel any display that is, in its sole discretion, in violation of such policies, rules, and guidelines, this Agreement, or the law.  The Bar also reserves the right to decline rental space to organizations that owe any outstanding debt to the Bar including for other sponsorships even if the fees for the space have been paid.  If reasonably possible, the Bar will make space location assignments based on preferences requested by the Sponsor, however the Bar reserves the right to make the final determination of all space assignments in the best interest of the event.  No displays or promotional materials will be allowed to extend beyond the boundaries of the contracted space without permission from the Bar.  The Bar also reserves the right to reject any promotional materials or other materials related to the sponsorship, exhibit, or display that it believes in its sole discretion is inappropriate or is not in the best interest of the event. 

13.    Restrictions on Use of Space.  Sponsor’s personnel will not be permitted to solicit business in a space other than their assigned space. No Sponsor will sublet, assign, or share any part of the allocated space without the written permission of the Bar.  The Bar reserves the right to restrict or prohibit use of space that is distracting to neighboring displays.  If such is found to exist and is not properly modified at the request of the Bar, the offending sponsor may be ejected.  No exhibit space will be permitted that interferes with other exhibit space(s) or impedes access to the walkways.  No Sponsor will play any live or recorded music or show videotapes or recordings  with music.  All installation and dismantling of displays must occur on the day(s) and at times authorized by the Bar. No display may be erected after the hall opens or be dismantled before the official closing day and time.  It is the responsibility of the Sponsor to have materials delivered to and removed from the space and Host Venue.  If necessary, the Bar may make other arrangements at the Sponsor’s sole expense to maintain the professional atmosphere and appearance of the space display area.
14.    Space Cancellation by Sponsor.  If Sponsor cancels the event/booth space related portion of this Agreement, Sponsor may do so only by giving the Bar notice in writing with evidence of receipt.  If such written notice is received at least 180 days prior to the opening date of the event, then Sponsor will remain liable for 50% of the total event related fee owed to the Bar.  If notice of cancellation is received less than 180 days prior to the event, Sponsor will remain liable for 100% of the total event related fee owed, regardless of when Sponsor executed this Agreement.

These amounts are considered to be liquidated damages for the injuries the Bar will suffer as a result of Sponsor’s cancellation.  This provision for liquidated damages is not a penalty.  The parties understand that the withdrawal of the space reserved from availability and, if applicable, the cancellation of sponsorships and/or promotional materials when other parties would be interested in such space and/or sponsorships, will cause the Bar to sustain substantial damages that will not be capable of determination with precision. Therefore, the provisions for liquidated damages set forth in this Agreement are a valid estimate of these damages.  The date of cancellation will be the date the Bar receives the notice. 
The Bar reserves the right to treat Sponsor’s downsizing of event/booth space as cancellation of the original space and purchase of new booth space, and Sponsor may be required to move to a new location. 
15. Event Cancellation.  If the Bar cancels the event due to circumstances beyond the reasonable control of the Bar (such as riot, strike, civil disorder, act of war, act of God, terrorism, epidemic, pandemic, government mandated restrictions, or any cause whatsoever that is not within the Bar’s reasonable control), then the Bar will refund to Sponsor its amount for unfulfilled event related items previously paid, minus a 10% administrative processing fee, in full satisfaction of all liabilities of the Bar to Sponsor.
The Bar reserves the right to cancel, rename, or relocate the event and the right to change the event dates.  If the Bar changes the name of the event; relocates the event to another event facility and/or city, converts the event to virtual/digital in nature, or changes the dates for the event to dates that are not more than 90 days prior or 13 months later than the originally scheduled dates, then no refund will be due to Sponsor under this Section 15.  In such case, the Bar will assign to the Sponsor space as the Bar deems appropriate, and Sponsor agrees to use such space under the terms of this Agreement. 
If the Bar elects to cancel the event other than for a reason previously described in this Section 15, then the Bar will refund Sponsor its entire event-related payment previously paid, in full satisfaction of all liabilities of the Bar to Sponsor.  Sponsor agrees that, except as expressly provided in this paragraph, it will and hereby does waive any and all claims for damages or compensation resulting from or relating to the cancellation, renaming, relocation or rescheduling of the event. 

16.    Failure to Occupy Space.  The Sponsor will forfeit space not occupied by the Sponsor by the close of the set-up period, and the Bar may resell, reassign, or otherwise use this space.
17.    Fire and Safety Regulations.  Sponsor must strictly observe all applicable federal, state, local, and Host Venue regulations at all times.
18.    Liability.  Except as required by appliable law, neither the Bar nor its agents, representatives, and employees (hereafter referred as (“Affiliates") will be responsible for injury, loss, or damage that may occur to the Sponsor’s agents, representatives, employees, and property from any cause whatsoever prior, during, or subsequent to the periods covered by this Agreement.  The parties agree that the event involves the presence and circulation of large numbers of people, numerous display spaces, and various other factors making it reasonable that Sponsor assumes the risk of an injury, loss, or damage.  The Bar and Affiliates will not be liable for and Sponsor hereby releases all of them from and covenants not to sue any of them with respect to any and all risks, losses, damages, and liabilities described in this paragraph.  In the event that the Bar and Affiliates will be held liable for any occurrence that results from Sponsor’s (including its agents, representatives and employees) action or failure to act in any manner whatsoever, Sponsor will reimburse the Bar and Affiliates and hold the Bar and Affiliates harmless from all resulting liability. 
The Sponsor assumes the entire responsibility and liability for losses, damages and claims arising out of injury or damage to Sponsor's display, equipment, and other property brought onto the premises of the Host Venue and will hold harmless the Bar and Affiliates from any and all such losses, damages and claims.  The Sponsor acknowledges that the Bar and Affiliates do not maintain insurance covering Sponsor’s property, and it is the sole responsibility of the Sponsor to obtain insurance covering such losses. 

19.    Damage to Host Venue.  Sponsor must surrender space occupied for the event in the same condition it was in at the commencement of occupation.  The Sponsor (including its agents, representatives and employees) will not injure or deface walls, columns, floor, carpeting, equipment, or furniture in the space area or Hotel Venue.  Sponsor will not affix signs, labels, tags or gummed stickers of any type to any wall, door, or other surface by tape, adhesive, glue, staple, or nails.  Sponsor will not hang signs hung from ceilings, balconies, windows or any other fixtures anywhere on or in the Host Venue without specific written approval of the Bar.  Charges for removing any such materials and repair of the surfaces will be borne exclusively by the Sponsor.
20.    Insurance.  For the entire term of this Agreement, Sponsor will maintain at its own expense insurance in the types with the minimum coverage amounts listed below:

(a)    Commercial General Liability: $1 Million each occurrence, $2 Million aggregate on an occurrence basis for bodily injury and personal injury;
(b)    Workers Compensation:  Statutory Limits;
(c)    Employers’ Liability:  $1 Million;
(d)    Auto Liability:  $1 Million each accident, $2 Million aggregate for owned, non-owned, and hired vehicles; and
(e)    Umbrella (excess) Liability:  $1 Million each occurrence.
Any exceptions to the coverage listed above must be pre-approved by the Bar in writing.  All coverage must be from an insurer rated A+(VII) or better by A.M. Best.  Any and all subcontractors engaged by the Sponsor hereunder must have the same coverage types and amounts.  Sponsor and all preapproved subcontractors will include the Bar as an “additional insured” on the policies on a primary and non-contributory basis except for Employers Liability and Workers Compensation coverages.  Upon request of the Bar, Sponsor and its subcontractors will provide the Bar with a Certificate of Insurance demonstrating compliance with such requirements.

21.    Giveaways, Drawings, and Distribution of Gifts and/or Food Products.  Sponsor, not the Bar or Affiliates, has full responsibility for all aspects of any giveaways, drawings, contests and promotions including, but not limited to, the notification of winners.  The Bar has the right to restrict or prohibit any contest, promotion, or giveaway.  Food and beverage products may be distributed in sample quantities by companies that process such products.  Any other distribution of food products is subject to and must conform with the Host Venue’s requirements and prior approval of the Bar.
22.    Rules and Regulations.  Any and all matters pertaining to events and not specifically covered by the terms and conditions of this Agreement will be subject to determination by the Bar in its sole discretion.  The Bar may adopt rules or regulations from time-to-time governing such matters and may amend or revoke them at any time upon reasonable notice to the Bar.  Any such rules and regulations are an integral part of the Agreement and are incorporated herein by reference.  Sponsor will observe and abide by additional regulations made by the Bar as soon as they are communicated to Sponsor.
23.    Booth and Space Accessibility.  Each Sponsor is responsible for making its exhibit accessible in accordance with applicable law and will indemnify the Bar and Hotel Venue from its failure to do so.