Whereas |
A. |
The Foundation is a charitable foundation and is the primary fundraiser in relation to a children’s hospital to be constructed in Saskatoon, Saskatchewan. |
B. |
The Event Organizer wishes to put on a fundraising event described in theIndependent Fundraising Event Proposal for the purpose of raising funds for the Foundation (the “Event”). |
C. |
The Event Organizer wishes to make use of the Foundation’s name, logo, marks and trademark in the course of promoting and carrying on the Event. |
D. |
The Event Organizer acknowledges that the name, logo, marks and trademark of the Foundation are the exclusive property of the Foundation and may not be used without the express authorization of the Foundation. |
E. |
The Foundation wishes to grant a limited license to the Event Organizer to use its name, logo, marks and trademarks solely for the purpose of the Event and on the terms of this Agreement. |
IN CONSIDERATION of the mutual covenants contained herein, the parties agree as follows: |
1.0 The Event |
1.1 |
The Event Organizer agrees to carry on the Event in accordance with the terms of this Agreement, the Fundraising in the Community Policy of the Foundation, the terms of which are incorporated into and form part of this Agreement, and the Independent Fundraising Event Proposal made by the Event Organizer to the Foundation. |
1.2 |
The Event Organizer agrees to inform the Foundation if there are any material changes to the manner in which the Event will be carried out from the proposal and that no such changes will be made without the prior written consent of the Foundation. |
1.3 |
The Foundation is not liable for any injuries sustained by event volunteers or a participant related to the Event and does not assume any type of liability for the Event. |
1.4 |
The Event Organizer agrees to staff the Event and obtain any and all necessary permits, licenses or insurance. |
1.5 |
The parties each acknowledge and agree that nothing in this Agreement shall create a partnership, joint venture or any other form of business relationship with the other party and that neither party shall make any representation to that effect. It is further agreed that neither party may contract in the name of the other party nor bind the other party in any way. |
1.6 |
The parties agree each will not state or imply that it is an agent, subsidiary, partner or holds any other business relationship with the other party. |
1.7 |
The parties agree not use or display trademarks, service marks, logos and/or trade names (collectively “Trademarks”) without prior written approval. |
2.0 Promotional Materials/Licensing |
2.1 |
In consideration for the planning and carrying on the Event, the Foundation grants a limited license for the term of this Agreement to the Event Organizer to use and display the name, logos and service marks (“Trademarks”) for the sole purpose of promoting the Event and subject to the limitations contained in this Agreement. |
2.2 |
The Event Organizer acknowledges and agrees that the Foundation has the sole and exclusive right to use the Trademarks. |
2.3 |
The Event Organizer agrees that it shall obtain the prior written approval of the Foundation for each specific use of the Trademarks. |
2.4 |
The Event Organizer agrees that it will obtain prior written approval from the Foundation for the use of all promotional materials associated with the Event, used prior to the Event, used during the Event and used after the Event. |
2.5 |
The Event Organizer agrees that all promotional materials associated with the Event clearly state the percentage of the gross proceeds or net proceeds, or portion thereof that will benefit the Foundation. This includes tickets printed for the Event. |
2.6 |
If a representative of the Foundation is invited to speak or attend an event, the Event Organizer agrees to provide a complimentary ticket(s) or admission. |
3.0 Proceeds to the Foundation |
3.1 |
The Foundation agrees to process the net amount (final net proceeds from Event). |
3.2 |
If requested by the Foundation, the Event Organizer shall provide a complete accounting of all funds collected and expensed related to the Event. The Foundation reserves the right to inspect all financial records associated with the Event if a question or questions are raised about Event proceeds. |
3.3 |
The Event Organizer agrees not to retain any portion of the proceeds as profit or compensation for organizing the Event. If Event expenses are greater than the funds raised, the Event Organizer is responsible for paying those expenses. The Foundation will not provide funding or reimbursement of expenses. |
3.4 |
The Event Organizer agrees to deliver all donations and event proceeds to the Foundation no later than 60 days after the Event/fundraiser. |
3.5 |
The Foundation agrees to issue official tax receipts for donations of $20.00 ormore and in accordance with Canada Revenue Agency guidelines. Prior discussion with the Foundation is mandatory. |
3.6 |
The Event Organizer agrees to provide tax receipt information to the Foundation within 60 days of the completion of the Event. If for any reason this is not possible, the Event Organizer shall provide a letter to the Foundation setting out in writing the reasons for the delay and the date that the funds will be received. |
4.0 Term/Termination |
4.1 |
This Agreement shall continue in effect for the period indicated in the Independent Fundraising Event Proposal unless this Agreement is terminated earlier in accordance with this section. |
4.2 |
Either party shall have the right to terminate this Agreement by providing 10 days written notice to the other party. |
4.3 |
In the event that the Agreement is terminated by either party, the Event Organizer shall forthwith ceases use of any of Foundation Trademark and shall provide to the Foundation any promotional materials bearing such Trademarks. |
4.4 |
The Event Organizer agrees to cancel the Event if so directed by the Foundation and further agrees to release the Foundation, its officers and employees from any and all liability in connection with such action. |
4.5 |
All obligations of the Event Organizer shall survive termination or expiration of this Agreement and shall continue in full force and effect subsequent to and notwithstanding such termination or expiration. |
5.0 General |
5.1 |
In the event of a default by the Event Organizer on any terms of this Agreement, and at any time after the default, the Foundation shall have all rights and remedies provided by law and by this Agreement. No delay or admission by the Foundation in exercising any rights or remedies shall operate as a waiver of them or of any other right or remedy. |
5.2 |
This Agreement is not assignable by the Event Organizer without the prior written consent of the Foundation. |
5.3 |
This Agreement shall be governed by and construed in accordance with the laws of the Province of Saskatchewan and the laws of Canada applicable therein. |
5.4 |
This Agreement shall endure to the benefit and be binding on the respective heirs, legal representatives and assigns of each of the parties hereto. |