Any individual, corporate partner or sponsor (“Company”) that submits a 2022 Partnership Participation form (hereinafter “Form”) to the National Association of Black Accountants (“NABA”) (each a “Party” and collectively the “Parties”) to participate in the 2022 NABA National Convention and Expo (“Convention”) agrees to abide by all of the terms and conditions (“Terms”) herein.

This Agreement (“Agreement”) governs the Company’s participation in the Convention and listed programs at the national, regional, or chapter level (“Other Programs”). The Company’s agreement to be bound by these Terms is acknowledged by checking the “I ACCEPT” box on the confirmation page that confirms the Company’s participation selections and fees and affirms the full power and authority of the individual checking the box to enter into this Agreement on the Company’s behalf, binding the Company to the Terms of this Agreement to the fullest extent of the law. The Terms contained herein supersede and replace any terms between Company and NABA, whether oral, written or otherwise, including any statements made by any representative of NABA at any time. The Terms of participation are incorporated into this Agreement and are hereby made a part hereof. NOW THEREFORE, the Parties agree as follows:



1. SPONSORSHIP 
 


A. Mutual Benefit.  As detailed on the Summary of Selections review tab, which by reference is incorporated into this Agreement, and for the mutual benefit of both parties, the Corporate Partner agrees to provide a financial contribution to NABA in support of the Association and its programs as detailed in the Summary of Selections and NABA agrees to provide the Corporate Partner with benefits of equitable value as selected.

B. Event Planning and Execution.  NABA has the right of sole control over program content, identification of objectives, and overall development, execution, and evaluation of events for which the Company is identified as a sponsor. The Company agrees not to assert influence on NABA with regard to content, “script” or “target points for emphasis,” or otherwise direct content of the sponsored event except to the extent that it represents or contains Company Marks, branding, etc., as defined in Paragraph 2.A-C.

C. Program Sponsorship and Payment.  The Company agrees to sponsor the events identified in the Summary of Selections and further agrees to remit the associated payments (referred as “Cash Contribution”) to NABA’s National Headquarters as outlined in the payment schedule and conditions, as set forth in the Summary of Selections.



2. USE OF MATERIALS, NAME, LOGO, AND WEBSITE
 


A. All materials related to the Events are the property of NABA. The Company agrees that neither Company nor its agents shall have the right to use, copy, or distribute any materials related to the Event to third parties. At NABA’s discretion, and with prior written permission and review by NABA, exception may be made for employees of Company’s subsidiaries.



B. The Company grants to NABA a limited non-exclusive and non-transferable license to use the Company’s name, logos, trademarks and/or service marks (“Company Marks”) for the sole purpose of meeting the terms of this Agreement. No ownership or other rights therein are granted to NABA regarding the Company’s marks. The license granted herein shall terminate immediately upon expiration or termination of this Agreement.

C. Company authorizes NABA to establish and provide a link between NABA’s website(s) and Company’s website(s), as may be necessary or useful, in connection with the benefits and sponsorship support set forth in Section 1.  



3. TERMS
 


The Terms of this Agreement shall be in effect from the date of acknowledgement to the date of program execution.
 


4. TERMINATION
 


A. Termination by Company. The Company may terminate this Agreement with written notice of to NABA. In the event Company terminates this Agreement prior to May 26, 2022, NABA agrees to refund 25% of the Cash Contribution made by Company, provided that NABA has not provided sponsorship benefit to Company. Any Cash Contribution will not be refunded in the event Company terminates this Agreement after May 26, 2022. 

     

i. Termination letter must specify the date upon which the cancellation shall become effective. 

     

ii. In the event NABA has to adjust the event format due to reasons relating to the COVID-19 pandemic, the parties agree to adjust the mutual sponsorship benefits described in the Summary of Selections in good faith, or to defer receiving the mutual sponsorship benefits until 2023.

iii. Notwithstanding the refund schedule set forth in section 4 A, in the event that the Company terminates the Agreement after any portion of sponsorship benefits have been provided by NABA related to the Summary of Selections, NABA will bill the Company for said benefits at current price rates. All outstanding invoices will be due prior to the event date or an additional 10% late fee will be assessed..

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B. Termination by Breach. Should a breach of the terms of this Agreement be identified by either party, the parties mutually agree to provide written notice to the offending party detailing the breach and, where possible, suggested remedies. In the event that the breach has not been addressed to the offended party’s satisfaction within thirty (30) days of the written notice, this Agreement may be terminated without penalty. Any payments received that exceed the value of services rendered may be refunded.  



C.  Effect of Termination. In the event of termination by either party, all logos, trademarks, service marks, trade names and other property of Company shall be returned to Company and NABA shall have no further rights to use the same and NABA shall cease to use any marketing materials using or containing any of the foregoing. 



5.    REPRESENTATION 
 


A. No Endorsement by NABA. In no event shall NABA be expected to endorse or promote Company or its products or services, nor will any such endorsement or promotion be implied or construed based on NABA’s acceptance of Company’s payment. Company will not state or imply that NABA, including its respective officers, directors, employees, or agents, endorse Company or its services and products.

B. Each party represents, warrants, and covenants to the other party that it is not restricted in any way, by agreement or otherwise, from entering into this Agreement, and will exercise due care and act in good faith at all times in the performance of its obligations hereunder.

C. Limited Use of Personal Data. Except for the limited purpose of carrying out the scope of sponsorship of this Agreement, each party agrees that that it does not require, and shall not request, receive or otherwise access personally identifiable data, information or text that is personal, sensitive or confidential in nature concerning or relating to personnel of Company, its subsidiaries or affiliates, clients or agents (“ Personal Data”) in order to fulfill its obligations under this Agreement. In the event that either party requires, or for any reason receives or is provided access to the other party’s Personal Data in connection with this Agreement, the receiving party shall take reasonable steps to return or destroy such Personal Data… 
 


6. CONFIDENTIALITY



During the term of this Agreement, each party may have access to Confidential Information (“Confidential information”) of the other party. For purposes of this Agreement, the term Confidential Information shall mean all information which relates to past, present and future research, development, and business activities of the disclosing party, its parent, subsidiary or affiliated companies, if any, and all trade secrets, trade knowledge, formulae, knowhow, processes, systems, algorithms, data, programs, training aids, printed materials, methods, books, records, files, policies and procedures and other information relation to the operation of the disclosing party, whether in documentary, database, electronic, oral or any other form.

The term Confidential Information shall exclude such information which is (i) already available to the public other than by breach of this Agreement; (ii) rightfully received from a third party not in breach of any obligation of confidentiality; (iii) independently developed by either party without access to the Confidential Information of the other or (iv) proven to be already known to the recipient at the time of disclosure. 
 


7. RETURN OF PROPERTY 


On termination of the Services, or at any other time at Company’s request, NABA shall deliver immediately to Company all property belonging to Company.
 


8. PUBLICITY


Unless written consent of the Parties is obtained in advance, neither Party shall, at any time, or in any manner advertise or publish or release for publication any statement regarding the relationship of the Parties or terms of this agreement other than its duration.  



9. COMPLIANCE WITH LAWS AND REGULATIONS



NABA shall, at its own expense, comply with all laws, rules, and regulations, and assume all liabilities or obligations imposed by such laws, rules, and regulations, with respect to NABA’s performance hereunder.
 


10. INDEMNIFICATION
 


A. NABA shall indemnify, defend and hold harmless Company, its parent(s), subsidiaries, affiliates, directors, partners, officers, agents, employees, volunteers, and all other representatives, from and against any and all claims, suits, damages, liabilities, losses and expenses (including reasonable attorney’s fees and other costs of litigation) arising out of or in any way resulting from any acts, errors or omissions, in connection with or in any way related to this Agreement, NABA, or its directors, officers, agents, employees or any other representative of NABA.



B. The indemnification specified in this Section 9 shall survive the termination of this Agreement.  



11. RELATIONSHIP 
 


A. The Parties to this Agreement are independent contractors.  Nothing in this Agreement shall be deemed to create a relationship between the Parties of partnership, agency, employment, franchise or joint venture.  Neither NABA nor Company has the authority to bind the other or to incur any obligation on the other’s behalf.  Further, the relationship set forth within this Agreement shall not limit other relationships that may be in existence between the Parties.



B. All taxes of every nature and kind, including, without limitation, franchise, net or gross income, license, occupation or property taxes shall be the responsibility of NABA and Company shall have no obligation to NABA therefore.
 


12. SUBCONTRACTS AND ASSIGNMENT
 


NABA may not assign this Agreement or any of Company’s rights hereunder without the prior written consent of Company liaison designated in Section 16 below.  Company may not assign this Agreement without the written consent of NABA liaison designated in Section 16 below.  Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of Company and NABA and their respective heirs, legal representatives, successors, and permitted assigns.
 


13. APPLICABLE LAW
 


This Agreement shall be construed and enforced in accordance with, and the validity and performance hereof shall be governed by, the laws of the State of New York, excluding its conflicts of law principles, statutes or laws.  
 


14. LIMITATION OF LIABILITY 
 


A.  Except for claims under Sections 9 the parties agree that the total liability of each of the parties for any breach of its obligations under this Agreement shall not exceed the total of fees paid by or payable by Company during the Term.



B.  In no event shall either party be liable to the other party or to any third party for any indirect, punitive, incidental, special or consequential damages (including but not limited to such damages arising from breach of contract or warranty or from negligence or strict liability), in connection with this agreement, even if such party has been advised of the possibility of such damages and regardless of the legal or equitable theory (contract, tort or otherwise) upon which the claim is based. Claims by Company against NABA for contribution (or indemnity) toward third- party injury, damage, or loss are not permitted, waived, released, or disclaimed.



15. SEVERABILITY 
 


If any provisions of this Agreement shall be held, or deemed to be, or shall, in fact, be inoperative or unenforceable as applied in a particular situation, such circumstances shall not have the effect of rendering any other provisions herein contained invalid, inoperative or unenforceable to any extent whatsoever.  The invalidity of any one or more phrases, sentences, clauses or paragraphs herein contained shall not affect the remaining portions of this Agreement or any part hereof.
 


16. NOTICES 
 


A. Except as herein expressly provided, all legal notices or requests required to be given under this Agreement shall be in writing and shall be deemed to have been duly given if personally delivered, sent by overnight courier, telefax or mailed, first class, by registered or certified mail return receipt requested, addressed as follows, and shall be effective when received by (for Company) the party listed as “Contract Administrator” at the address listed on the Company (Private) Information tab and (for NABA) President and CEO, 7474 Greenway Center Drive, Suite 1120, Greenbelt, MD 20770.



B. Company and NABA each hereby designate the individuals listed above as their respective contact person (“Liaison”) for the other for all legal matters relating to this Agreement.



C. Either party may change such address, designation or title of the individuals by written notice issued and delivered as above.  
 


17. MODIFICATIONS 
 


Except as expressly provided herein, no modifications to this Agreement shall be valid unless made in writing and accepted by a duly authorized representative of Company and by NABA, and neither the acquiescence in any performance at variance to the provisions of this Agreement nor the failure to exercise any right or enforce any obligation hereunder shall be deemed a modification of this Agreement. Any addendums to this agreement concerning specific packaging of 2020 offerings must be made in writing and authorized by both parties. 
 


18. SURVIVAL 
 


Each party’s representations, warranties, covenants, indemnities and other obligations contained herein will survive the termination or expiration of this Agreement.

19.    ENTIRE AGREEMENT

Except as herein expressly provided, this Agreement constitutes the entire understanding between the parties hereto with respect to the subject matter hereof and shall supersede all previous negotiations, commitments, understandings, and agreements.



20. EXHIBIT INSTALLATION AND DISMANTLING



Target move-in dates and exhibit installation schedule are published in the Exhibitor Service Kit. Exhibit displays must be fully set and ready by 11:00am on Monday, June 21, 2021. After that time, any unattended booth will be set up at the discretion of NABA. NABA reserves the right to re-assign any un-set space after 11:00am on Monday, June 21, 2021.
 


Company displays must not be dismantled or packed in the preparation for removal prior to the official closing time of 6:30pm on Monday, June 21, 2021. Every exhibit booth must be fully staffed and operational during the entire Career Expo. Any Company dismantling prior to the official closing time will be fined $500. The deadline for dismantling of displays is 11:59pm Monday, June 21, 2021. At that time all exhibit displays, or material left in the booths will be packed and shipped at the sole discretion of NABA and all related expenses will be charged to the Company.
 


21. CONDUCTING INTERVIEWS 
 


NABA requires that interviews only take place in the contracted and purchased interview spaces in the NABA Interview Booth area of the NABA meeting space. This will be strictly monitored and enforced by NABA floor monitors. Violators will be fined $1,500.00. Anyone conducting interviews must follow these guidelines:

1. Interviews may only take place in the designation, assigned company interview spaces purchased from NABA.
2. Interviews may only be conducted with registered delegates of the NABA Annual Convention and Expo.

 
22. UNSANCTIONED EVENTS 
 


Company will not in any way sponsor any events purported to be co-sponsored by NABA or which directly conflict with Convention events (“Unsanctioned Events”) 5 days prior to, during, and 5 days following the Convention (within 30 miles of the Host Site). Failure to abide by this requirement will result in a breach of the agreement by Company. Unsanctioned Events do not include events sponsored by Company which do not directly conflict with Conference events or which are small, invitation-only events designed for recruiting or networking purposes.
 


23. CHARACTER OF THE ANNUAL CONVENTION  
 


NABA reserves the right to make such additional conditions, Rules and Regulations as is deemed necessary to enhance the success of the conference, and to decline or prohibit any exhibit or activity which, in its judgment is not in keeping with the character of the Annual Convention, this reservation being all-inclusive as to persons, things, printed matter, products, and conduct.