MASTER SPONSORSHIP AGREEMENT

MASTER SPONSORSHIP AGREEMENT

Table of Contents

• Part A: General Terms and Conditions
• Part B: Legal Resources Sponsorships
• Part C: Survey Sponsorships
• Part D: Event Sponsorships
• Part E: Network Sponsorship
• Part F: Webcast Sponsorships

Version: December 23, 2024

This Master Sponsorship Agreement (“MSA”) is entered between Association of Corporate Counsel (“ACC” or “we”) and the Sponsor (“Sponsor” or “you”) (collectively referred to as “Parties”) as identified in a Sponsorship Form or Statement of Work (Sponsorship Forms and Statements of Work that reference this MSA are referred to herein as an “SOW”). This MSA, together with the SOW(s), any related Data Processing Agreement and the documents referenced therein and herein, shall constitute the “Agreement” between the Parties. Neither this MSA nor an SOW alone can constitute an agreement between the Parties capable of enforcement. In the event of any conflict between the MSA and an SOW, the SOW will prevail.

PART A: GENERAL TERMS AND CONDITIONS

 

1. Application

The terms and conditions set forth in this Part A shall apply to all sponsorship agreements, as described in all subsequent Parts to this Agreement.

2. Effective Date

This Agreement takes effect on the earliest of the following: a) the date Sponsor signs or accepts an SOW, b) the date Sponsor performs any actions in connection with an SOW or accepts any Benefits under an SOW, or c) the date when Sponsor pays to ACC any fees or amounts outlined in an SOW (the “Effective Date”). By taking any of these actions, Sponsor accepts and agrees to be bound and abide by this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and your affiliates to these terms and conditions.

3. Sponsorship Benefits

The sponsorship benefits (“Benefits”) you will receive and the sponsorship fee(s) (“Sponsorship Fee(s)”) you will pay in consideration for the Benefits for each sponsorship are as described in an SOW or in a prospectus provided by ACC. Sponsorship Benefits are granted on a non-exclusive basis. If for any reason we are unable to deliver any of the Benefits, we will inform you as soon as reasonably practicable. In that instance, we will work with you to determine appropriate alternative benefits of equivalent value.

4. Sponsorship Fee

Sponsorship Fees do not include any taxes, national or local levies, duties, imposts, Value Added Taxes (VAT) or similar charges, unless otherwise stated in the SOW. You shall pay each Sponsorship Fee in full within 30 days of the Effective Date of the SOW. (References to “days” in the Agreement mean calendar days, unless expressly specified otherwise). If we do not receive the Sponsorship Fee when due, we reserve the right not to supply, or suspend the supply of, any or all Benefits including but not limited to, the denial of admission to a relevant event, until you have made payment in full.

Invoices outstanding for over 30 days are subject to a 1.5% per month late payment penalty. Any payment you make shall be applied to the oldest amount in arrears first, and the balance (if any) to subsequent amounts in arrears until all arrears and the then-current Sponsorship Fee(s) have been satisfied. Failure on your part to pay the Sponsorship Fee within 30 days of its due date will additionally give ACC the right to terminate the Agreement.

5. Intellectual Property

Sponsor grants ACC a royalty-free, sublicensable, worldwide license to use Sponsor’s intellectual property as required to fulfill the Agreement. Each party retains ownership of its respective intellectual property unless otherwise agreed upon in writing.

6. Assignment

You may not assign any of your rights or obligations under the MSA or the SOW without prior written approval by ACC, and any attempt to do so will be null and void and shall constitute cause for termination by ACC without entitling you to a refund of any part of your Sponsorship Fee(s).

7. Expenses

You are responsible for any expenses associated with your obligations under an associated SOW, such as displays or promotions Examples of expenses you will be responsible for include, but are not limited to, any applicable audio-visual equipment, shipping charges, transportation, communications related charges, and the provision of security and insurance to cover any potential problems, losses, damage or theft related to the display.

8. Inappropriate Content and Sensitive Information

You shall not promote in a display, post, upload, store, exchange or transmission any inappropriate or sensitive information in connection with this Agreement. Inappropriate information includes, but is not limited to, information that is political, religious, libelous, defamatory, racist, sexist, anti-LGBTQ, hateful, abusive, profane, obscene, sexually explicit, or unlawful (except to the extent such information is included in educational materials as examples of inappropriate information or discussion of such information). You will further not take any action that infringes the rights of any third party or that may damage the reputation of ACC its employees, directors, members or affiliates or any third party. Sensitive information includes, but is not limited to, any person’s date of birth, Social Security number, driver’s license number, other government- issued identification number, financial account number, credit or debit card number, insurance ID or account number, health or medical information, consumer reports, background checks, biometric data, digital signatures, any code or password that could be used to gain access to financial resources or to personal or sensitive information, or any other unique identifier of registrant or any other individual. Breach of this Section will entitle ACC to terminate this Agreement.

9. Deadlines

You are responsible for knowing and abiding by the deadline(s) set forth in this Agreement, and for submitting all information in a timely manner as requested by ACC. Your failure to meet the deadline without a written extension from ACC releases ACC from any obligation to provide you with the corresponding Benefits. Any extension of time is solely at the discretion of ACC.

10. No Endorsement

This Agreement does not entitle you to make any public speeches or announcements at any ACC events, nor will you be allowed to disrupt the progress or presentation of any event as planned by ACC. This sponsorship does not entail any endorsement or warranty by ACC of your products, actions, or services, either at or during any event, or in any other forum or at any other time, and you may not make any representations to the contrary or make misleading statements that imply the contrary. The provisions of this Agreement shall in no way be construed as an understanding that ACC or any ACC Network or affiliate shall recommend Sponsor and its services to ACC members, Network members, any other persons. Sponsor may not advertise its sponsorship hereunder in any manner that could be construed as an endorsement of Sponsor’s services by ACC or affiliate or by an ACC Network.

11. Trademarks and Logos

Unless otherwise stated in an SOW, Sponsor will provide its logo to ACC, in the format requested by ACC, for publication by ACC in connection with the sponsorship. Sponsor hereby grants to ACC and its assigns and successors a royalty-free, sublicensable, worldwide license to publish, display, and use Sponsor’s logo and name in connection with the Published Content, Republications and/or the Co-Developed Content (including, without limitation, as part of the Resources and/or of the Republications, and/or in connection with the production, publication and/or promotion of the Resources and/or of the Republications), and to hyperlink Sponsor’s name and/or logo to Sponsor’s website as deemed appropriate by ACC. Each party shall retain ownership of its respective trademarks and logos. Except as provided for under this Agreement, Sponsor is prohibited from using ACC's logo, Trademark, or other intellectual property without express written permission from ACC. Sponsor shall adhere to ACC’s brand guidelines. Sponsor will stop using or otherwise referring to ACC’s intellectual property (including its name, logo or Trademarks) on expiration, cancellation, or termination of this Agreement and/or accompanying SOW.

12. Artificial Intelligence

You shall notify ACC in advance in writing if any artificial intelligence tools or technologies, including but not limited to machine learning algorithms, Language Models, natural language processing systems, or other AI-driven solutions (together “AI”) were used in the preparation, creation, presentation or enhancement of any part of any Sponsor Content that you provide to ACC under this Agreement. Your notice must indicate which portions of the content were generated using AI. You agree that you will not use or enter ACC’s Intellectual Property into AI tools and that you will not use ACC’s Intellectual Property to generate AI generated materials.

13. Confidentiality

A party (the “Receiving Party”) may not, either during or after the Term, use or disclose, or cause or permit to be used or disclosed, any Confidential Information (or allow or assist or make it possible for any person to observe or have access to any such Confidential Information) of the other party (the “Disclosing Party”), except as necessary to perform its obligations under the Agreement.
In this Agreement “Confidential Information” means any non-public information related to the Disclosing Party, its business or its members, which the Receiving Party knows, or reasonably should know, is confidential, or that is explicitly designated as confidential.

The Receiving Party must, immediately on demand by the Disclosing Party: (a) return to the Disclosing Party anything containing or relating in any way to the Confidential Information or (b) permanently delete all Confidential Information from every computer disk or electronic storage facility of any type owned or used by the Receiving Party, except that the Receiving Party may retain one copy for its own audit records; and (c) despite anything else in the Agreement, cease to make use of the Confidential Information, and must confirm promptly with the Disclosing Party when it has done so.

The preceding terms of this Section do not apply to the following:

1. (a) information after it becomes generally available to the public other than because of: (i) a breach of this Agreement; or (ii) any other misuse or unauthorized disclosure by the Receiving Party of any Confidential Information;
2. (b) The disclosure of information to comply with any applicable law or legally binding order of any court, government or administrative or judicial body or the applicable rules of any stock exchange; or
3. (c) the use, copying, reproduction, recording or disclosure of information after the Sponsor receives it from a third person legally entitled to possess the information and to provide it to the receiving Party, if that use, copying, reproduction, recording or disclosure accords with the rights or permission lawfully granted to the Receiving Party by that third person.

14. No Cancellation

This Agreement is firm and non-cancellable. If you terminate this MSA or an associated SOW other than for ACC’s material breach or default, ACC may, in its sole discretion, deem that you have forfeited the Sponsorship Fee and benefits.

15. Term and Termination

The term of this Agreement shall commence on the Effective Date and shall remain in effect for the duration of all SOWs that reference this MSA, unless earlier terminated by either Party in accordance with this Agreement. Nothing in this Agreement obligates either Party to enter into any future Agreements.

16. Surviving Provisions

Upon termination (to include expiration or cancellation) of the Agreement for any reason, the provisions of the Agreement which by their wording or nature should survive termination of the Agreement shall survive such termination. Surviving provisions of the Agreement include, without limitation, provisions regarding warranty, indemnification, confidentiality, non-infringement, intellectual property rights granted by Sponsor to ACC, and, to the extent payment obligations have accrued by the date of termination, such obligations, including, without limitation, payment of Sponsorship Fees by Sponsor.

17. Antitrust

The antitrust/competition laws of many territories prohibit agreements, combinations, and conspiracies in restraint of trade. You agree to not act or fail to act in a manner that would violate these laws in connection with this Agreement.

18. Security of Personal Data

Taking into account the state of the art, the costs of implementation, and the nature, scope, context, and purposes of processing, as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, you agree to implement and maintain appropriate technical and organizational measures to ensure a level of security appropriate to the risk of unauthorized processing of any personal data you receive under of this Agreement.

19. Indemnification

To the fullest extent permitted by law, each party (“Indemnifying Party”) shall protect, defend (with counsel acceptable to the indemnified party), indemnify, and hold harmless the other party, its successors, assigns, licensees, affiliates, and their respective officers, directors, employees, and agents (“Indemnified Parties”) from and against all claims, actions, causes of action, liabilities, damages, or expenses (including, but not limited to, reasonable attorneys’ fees), arising out of or related to this Agreement, to the extent such claims:

1. are caused by the negligence, gross negligence, or intentional misconduct of the Indemnifying Party, or its employees, agents, licensees, and/or contractors; or
2. relate to any alleged infringement of intellectual property rights or other rights of any third party, arising from the Indemnifying Party’s actions, omissions, deliverables, content, or materials provided under this Agreement, or the authorized use thereof by the other party in accordance with this Agreement.

However, neither party shall be required to indemnify the other to the extent a claim arises from the negligence, gross negligence, or intentional misconduct of the Indemnified Parties.

20. Limitation of Liability

TO THE EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT (i) FOR SPONSOR’S INDEMNIFICATION OBLIGATIONS AND (ii) FOR ANY VIOLATIONS BY SPONSOR OF ITS OBLIGATIONS, REPRESENTATIONS OR WARRANTIES PERTAINING TO CONFIDENTIALITY, PRIVACY, DATA SECURITY, OR INTELLECTUAL PROPERTY, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGES UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE.

21. Waiver

No waiver, express or implied, of any provision of this Agreement will be effective unless made in writing and duly executed by both Parties. No delay or failure to enforce any term or covenant herein shall be construed as a relinquishment of any rights granted hereunder or preclude said Party from enforcing the provision at a later date.

22. Force Majeure

No Party shall be liable for any delay or failure in performance due to events, circumstances or causes outside the defaulting Party's reasonable control, including without limitation acts of God, earthquake, shortages of supplies, riots, civil disorder or protests, war, acts of terrorism, fire, epidemics or pandemics (declared or undeclared), or delays of common carriers, government regulations, disaster, labor disputes and strikes (except those disputes or strikes involving the employees or agents of the Party seeking the protection of this clause) or other circumstances beyond its reasonable control ("Force Majeure".)

23. Relationship of Parties

Sponsor and ACC enter into this Agreement as, and shall continue to be, independent contractors. Sponsor shall act in accordance with this status and shall not, nor shall Sponsor's employees, hold Sponsor or the employee out as an officer or employee of ACC, nor shall Sponsor make any claim based on any right or privilege applicable to ACC's employees. Under no circumstances shall Sponsor or Sponsor's employees or agents look to ACC as their employer, or as a partner, agent, or principal. Sponsor shall not incur any liability on behalf of, or commence any legal proceedings in the name of, or on behalf of, or in any way pledge the credit of ACC without ACC’s prior written approval.

24. Dispute Resolution

Any dispute arising from this Agreement shall first be submitted to non-binding mediation in Washington, D.C. The initiating party must provide written notice to the other party, and mediation discussions will be confidential and inadmissible in court. Each party will bear its own mediation costs, with mediator fees shared equally. If the dispute is not resolved within sixty (60) days, either party may proceed to litigation, which shall take place in the District of Columbia.

25. Choice of Law and Jurisdiction

This Agreement, and all claims relating to or arising out of this Agreement (whether sounding in contract, tort or otherwise), shall be governed and construed in accordance with the laws of the District of Columbia, USA, excluding that jurisdiction’s choice-of-law principles.

26. Entire Agreement

This MSA, including sections 1 through 26 hereof and the Parts below that apply for different types of sponsorships, along with SOWs referencing this MSA represent the entire agreement (“Agreement” as referenced above) between the Parties and supersedes all prior agreements, understandings, and representations regarding the subject matter of this Agreement. No amendments to this Agreement will be recognized unless they are in writing, signed by both Parties, and post-dating this Agreement. This Agreement and any part thereof may be signed and delivered electronically.

PART B: LEGAL RESOURCES SPONSORSHIPS

 

1. Application.

In addition to the terms and conditions set forth in Part A, the terms and conditions set forth in this Part B shall apply to sponsorship of legal resources as identified in an SOW. If there is a conflict or inconsistency between the terms and conditions in Part A and this Part, the terms and conditions in this Part shall govern.

2. Resources and Materials.

The resources you are sponsoring (for example articles, checklists, toolkits or other published materials) are described in each SOW. Sponsor shall timely deliver to ACC all materials necessary for ACC (Sponsor Content) to publish each resource in a timely manner, as described in each SOW.

3. Publication.

ACC will retain sole control over all decisions regarding the method of publication of each resource. ACC makes no representation or warranty (whether express or implied, oral or written) that any virtual environment platform or any internet connection used to publish a resource will operate uninterrupted or error-free; nor can ACC guarantee that content posted on ACC’s platforms or traffic transmitted over the internet is or can be rendered impenetrably secure.

4. Quality and required approval.

Sponsor must submit resource topics to ACC for approval before submitting Sponsor Content or otherwise developing resources. Publication of the resources is subject to ACC’s review, edits, and approval. Sponsor Content must comply with ACC’s timelines and editorial and quality guidelines, including Key Quality Questions and Tips for ACC Resource Providers, ACC Top Ten Editorial Guidelines and the ACC Quick Overview Editorial Guidelines. ACC may amend or supplement these Editorial Guidelines without prior notice. Sponsor will liaise and collaborate with ACC regarding all of Sponsor’s communications pertaining to ACC and abide by ACC’s requests regarding these communications.

4. Quality and Required Approval

Sponsor must submit resource topics to ACC for approval before submitting Sponsor Content or otherwise developing resources. Publication of the resources is subject to ACC’s review, edits, and approval. Sponsor Content must comply with ACC’s timelines and editorial and quality guidelines, including Key Quality Questions and Tips for ACC Resource Providers, ACC Top Ten Editorial Guidelines, and the ACC Quick Overview Editorial Guidelines. ACC may amend or supplement these Editorial Guidelines without prior notice. Sponsor will liaise and collaborate with ACC regarding all of Sponsor’s communications pertaining to ACC and abide by ACC’s requests regarding these communications.

5. Resource Removal, Cancellation, Delays and Interruptions

1. ACC may require additional editing from Sponsor, or delay or cancel publication of resources if Sponsor fails to comply with the requirements herein, or if the resource is not produced in accordance with deadlines, is not consistent with the initial proposal, or is not of sufficient quality. Resources that are delayed may be subject to limited promotion at ACC’s discretion.
2. ACC may cancel (remove from ACC’s website) resources at any time for good cause (for example, without limitation, following a complaint from a member, or a breach by Sponsor of an obligation under the Agreement), without prejudice to ACC’s other rights to remove a resource from publication under this Agreement. ACC will not be liable for interruption(s) of publication arising from these issues. Also, ACC may remove resources from ACC’s website upon occurrence of any one or more of the following circumstances:
   1. i. Expiration of the Minimum Publication Time agreed in an SOW.
   2. ii. Expiration, termination or cancellation of this resource sponsorship.
3. ACC retains the right to take any one or more of the following actions (without prejudice to any other rights that ACC may have):
   1. i. Unpublish the Resource(s).
   2. ii. Remove Sponsor’s logo, byline, hyperlinks and other references to Sponsor and author(s) and seek an alternative sponsor or author to update the content.

6. ACC’s Role

Subject to payment by Sponsor of the Sponsorship Fee specified in the SOW and to Sponsor’s delivery of Sponsor Content ACC shall:

1. Review and approve or disapprove resource topics proposed by Sponsor. ACC usually uses the following criteria: (1) the topic’s educational value; (2) its timeliness; (3) its conflict, overlap, relevance to, and/or duplication with other ACC projects; and (4) whether the primary purpose of the proposed topic is to promote the Sponsor’s products or services (in which case the proposal is likely to be rejected).
2. Review and edit drafts and final Sponsor Content provided by Sponsor. ACC will have final say and approval over the content of the resource.
3. Publish the resources created or contributed by Sponsor under an SOW to ACC’s Legal Resources online library, for a duration of at least 12 months (the “Minimum Publication Time”) (unless otherwise specified in the applicable Sponsorship Form) (or unless the content of the Resource becomes outdated prior to expiration of the Minimum Publication Time and you don’t timely provide an updated version), subject to the terms of this Agreement.
4. Provide appropriate attribution to the Sponsor, and author(s) when Sponsor provides author(s)’s name, for any resource created or contributed to by Sponsor under this Agreement.
5. Serve as the point of contact between ACC members and the Sponsor. Any communications to be sent to ACC members shall be sent by Sponsor to ACC first for approval.
6. Promote the Resource through ACC channels, which may include, at ACC’s election and without limitation, social media posts, posts to ACC Network forums, newsletters.

PART C: SURVEY SPONSORSHIPS

 

1. Application

In addition to the terms and conditions set forth in Part A, the terms and conditions set forth in this Part C shall only apply to Survey Sponsorships as identified in an SOW. If there is a conflict or inconsistency between the terms and conditions in Part A and this Part, the terms and conditions in this Part shall govern.

2. Survey

ACC shall be solely responsible for and retains sole discretion in the timing, content, format, design, fielding, collection, compiling, publication, and analysis of all aspects to the Survey, in accordance with the terms of this Agreement. ACC shall publish the Survey on or about the date set forth by ACC (“Release Date”). The Survey will be available at no cost to ACC members. ACC may publish an executive summary of the Survey available to the public at no cost.

3. Fielding

ACC shall make best efforts to yield a high number of responses to the Survey with diverse geographic and industry representation.

4. Co-Branding

Parties agree that unless otherwise expressly specified in the relevant SOW, (i) the Survey shall be co-branded between ACC and Sponsor, (ii) Sponsor may also include a full-page marketing or promotional piece in both electronic and printed formats of the Survey, and (iii) this branding opportunity is exclusive to Sponsor and ACC shall not include any marketing or promotional pieces from any other party other than itself. “Co-branded”, means both Parties will have their logos on the Survey as described further below.

5. Style

ACC shall design and style the Survey at its discretion, subject to the terms and conditions of this Agreement.

6. Prominence

Unless otherwise expressly specified in the relevant SOW, (i) the Survey shall prominently display each Party’s logo and other marks, and (ii) both logos will be the same size and weight and always appear together in the Survey and in any correspondence distributing or otherwise communicating about the Survey to ACC members.

7. Press

Unless otherwise expressly specified in the relevant SOW, (i) all press releases, media, promotion, and publicity shall include both Sponsor and ACC branding, (ii) ACC shall highlight Sponsor’s involvement with the Survey on ACC’s homepage and ACC’s Research page for at least one month, and (iii) Sponsor may promote its participation in the Survey on its own website and promotional materials in accordance with the terms of this Agreement. ACC shall make commercially reasonable efforts to promote and market the Survey with ACC and Sponsor branding via channels, including, without limitation, social media and communications to ACC members. Sponsor shall comply with ACC requests to edit or cease a promotion of the Survey should, at ACC sole discretion, such promotion violate any term of this Agreement or any other ACC policy or guideline.

PART D: EVENT SPONSORSHIPS

 

1. Application

In addition to the terms and conditions set forth in Part A, the terms and conditions set forth in this Part D shall apply to Event Sponsorships as identified in an SOW. If there is a conflict or inconsistency between the terms and conditions in Part A and this Part, the terms and conditions in this Part shall govern.

2. Venue and Attendees

You understand that any third party venue, including a convention centre, hotel, or other venue, whether in-person or virtual (“Venue”), at which any event is conducted, is not an agent or employee of ACC, and that therefore any damages caused by any actions taken or not taken by the Venue, its agents, licensees and/or employees are not ACC’s responsibility, unless such actions are undertaken or omitted at the direction of ACC. Additionally, ACC is not responsible for damages resulting from the actions or omissions of meeting attendees except for that portion of any claim arising out of the negligence, gross negligence or intentional misconduct of ACC employees.

3. Attendee Information

You will have access to personal data of ACC members and other event attendees to the extent permitted by data protection laws and as set forth in the SOW. ACC will provide such information to you in compliance with applicable law and for the sole purpose of carrying out the purpose of this Agreement. Any electronic communication from you will, at a minimum, comply with this Agreement, include a link to your Privacy Policy/Notice, and provide the recipient with a clear opportunity to opt out of receiving further communications from you. Where required by law, you will obtain the explicit consent of each data subject before contacting him/her for direct marketing purposes or other purposes. You are responsible for complying with any and all applicable laws and regulations of any jurisdiction regarding postal, electronic and telephone communications (including, but not limited to, anti-spam laws and laws and regulations restricting telephone calls “do-not-call” lists), as well as all applicable laws, rules and regulations regarding the processing, use, collection and/or storage of personal data. You understand that ACC is a global organization with members in more than 80 countries around the world, and that the use, collection and/or storage of opt-in data are regulated differently across jurisdictions.

4. Event Provision

ACC will retain sole control over all decisions regarding the method of provision of each event and its programs and activities during the Term. ACC makes no representation or warranty (whether express or implied, oral or written) that any virtual environment platform in combination with any internet connection will operate uninterrupted or error-free; nor can ACC guarantee that traffic transmitted over the internet is or can be rendered impenetrably secure.

5. Event Coordinators

ACC may designate an exposition company and/or a conference facility representative to coordinate some or all event-related arrangements including, but not limited to, shipping, drayage, storage, audio-visual, and phone/fax/modem lines. Please provide the name and contact information of the person who will serve as Sponsor’s primary point of contact for all such arrangements in the SOW. You shall coordinate these arrangements through the person designated by ACC unless ACC agrees to a different arrangement.

6. Insurance

Sponsor will, for the duration of each event, insure up to a minimum level of (five million dollars) $5,000,000 against losses and damages which are the result of the act, fault or negligence of the Sponsor and which relate to this Agreement, including cybersecurity, public liability, and if the event is in person, personal injury, and property damage. The Sponsor will, no less than ten (10) days prior to the Start Date of each event, provide ACC with a certificate of currency evidencing the insurances referred to in this clause.

7. Code of Conduct

All attendees to ACC event must agree to abide by the ACC Code of Conduct for Event Attendees (found at https://www.acc.com/acc-code-conduct-events). If you are unable or unwilling to agree to abide by this Code, you will not be able to register for this event. Our Code of Conduct applies to in-person and virtual events alike. ACC reserves the right to suspend or remove from any event (temporarily or permanently) any attendee who violates the Code of Conduct. If you are removed from an event for violating the Code of Conduct, you will not be entitled to a refund of any part of the Sponsorship Fee, and you may be barred from participating in future events.

8. Sponsor Events

ACC does not sanction or condone any events planned by Sponsor in conjunction with any ACC meeting unless covered by this Agreement. If you plan any such event or host a function or hospitality suite, you must notify ACC and seek our approval, which shall not be unreasonably withheld or delayed. Events hosted and promoted by you may not conflict with any activities scheduled by ACC.

9. Event Passes

All passes are for use by Sponsor’s staff only and are not transferable. Sponsor’s staff means full-time employees of Sponsor, and does not include consultants, independent contractors, friends, relatives or the like.

10. Resources

With respect to all resources (and related Sponsor Content and Published Content) and Republications (if any) that Sponsor provides or contributes to as part of its Event Sponsorship, the relevant Part of this MSA will apply to that resource. Such resources will be described in an SOW.

11. Event Cancellation

ACC is not liable for any damages, expense or loss of realized or anticipated revenues incurred by Sponsor due to cancellation or change of any event, its programs or activities. In the event that ACC cancels this event in its entirety, ACC shall reimburse to Sponsor any payments made by Sponsor hereunder up to the date of ACC’s cancellation (unless the cancellation is due to a breach of the Agreement by Sponsor, in which case ACC will not owe any amounts to Sponsor). In the event that ACC changes the program to a completely virtual event, ACC will apply the Sponsorship Fee toward a virtual conference sponsorship.

12. Point of Contact

ACC may designate an exposition company and/or a conference facility representative to coordinate some or all Annual Meeting-related arrangements including, but not limited to, shipping, drayage, storage, audio-visual, and phone/fax/modem lines. Please provide the name and contact information of the person who will serve as Sponsor’s primary point of contact for all such arrangements in the SOW. You must coordinate these arrangements through the person designated by ACC’s unless we agree to a different arrangement.

13. Decision Making Rights

ACC will retain sole control over all decisions regarding the method of provision of the Annual Meeting and its programs and activities.

PART E: NETWORK SPONSORSHIP

 

1. Application

In addition to the terms and conditions set forth in Part A, the terms and conditions set forth in this Part E shall only apply to Network Sponsorships as identified in an SOW. If there is a conflict or inconsistency between the terms and conditions in Part A and this Part, the terms and conditions in this Part shall govern.

2. Featured Network sponsor

Sponsor shall be the featured sponsor for the Network during the Network Sponsorship Term specified in the SOW. Nothing herein prohibits ACC or the Network from seeking services from any third parties or gives you an automatic right of first refusal should ACC or the Network offer additional sponsorship opportunities not contemplated herein.

3. Sponsor description

ACC authorizes Sponsor to use the following description when referring to the network sponsorship during the Network Sponsorship Term specified in the SOW: 
“[Sponsor] is the [Year] Sponsor of the ACC [xxxx] Network.”

4. Main Network sponsorship components

Your Network Sponsorship for the terms specified in the SOW has 2 main components: a written resources commitment and an online education commitment. You shall timely deliver those items to ACC. An SOW will specify the standard package of written resources and online education items that is applicable to your Network sponsorship (and that you shall timely deliver). All resources are subject to the relevant Part of this MSA.

5. Timeliness of Webcasts

If, for reasons other than force majeure, Sponsor reschedules or does not comply (in whole or part) with the ACC Webcast Schedule in the SOW such that the Webcast is rescheduled less than two weeks prior to the Webcast delivery date, then Sponsor shall pay to ACC an additional amount of US$500.00 to offset ACCʼs and platform hostʼs costs associated with rescheduling the webcast, notifying registrants, and promoting the new webcast date.

6. ACC Annual Meeting participation

Participation in the ACC Annual Meeting is an integral part of Network sponsorship. You will purchase at least a Blue Level sponsorship at ACCʼs Annual Meeting (taking place during your Network Sponsorship Term) under terms and conditions set forth in Part D of this MSA and an SOW.

7. Network sponsorship term

Unless expressly specified otherwise in the SOW, the Network sponsorship is effective to the end of the calendar year (“Network Sponsorship Term”). At the conclusion of the Network Sponsorship Term, your Network sponsorship (and all terms and conditions applicable thereto, including, without limitation, your obligation to pay the related sponsorship fee) will automatically renew annually for successive one-year terms (each, a new Network Sponsorship Term) unless ACC or Sponsor gives written notice of non-renewal by September 30 of your then-current Network sponsorship term.

PART F: WEBCAST SPONSORSHIPS

 

1. Application

In addition to the terms and conditions set forth in Part A, the terms and conditions set forth in this Part F shall apply to Webcast Sponsorships as identified in an SOW. If there is a conflict or inconsistency between the terms and conditions in Part A and this Part, the terms and conditions in this Part F shall govern.

2. Non-Exclusive

Webcast Sponsorships are non-exclusive, meaning each Party remains free to enter into similar webcast agreement(s) with third parties.

3. Payment

If ACC has not received full payment of the Webcast Sponsorship Fee by the scheduled date of your webcast or within 30 days of its due date, whichever is earlier, your sponsorship may be forfeited in ACC’s sole discretion. ACC may terminate this Agreement early if you fail to deliver the Webcast(s) by the agreed deadline(s). The Webcast Sponsorship Fee is not refundable.

4. Hyperlink

Sponsor may also include a hyperlink from Sponsor’s website to the Final Work available on ACC’s website.

5. License

You hereby grant ACC, free of charge, a non-exclusive, perpetual, worldwide, irrevocable, sublicensable license to use your logo, trademark and other marks for any one or more of the following purposes: (i) as part of the Webcast materials; (ii) in connection with the publication and/or promotion of the webcast; or (iii) as necessary to make the Webcast available to members and other users of the ACC website.

6. Termination

ACC may terminate the Webcast Sponsorship SOW early if Sponsor fails to deliver the Sponsor Content by the deadlines agreed upon between ACC and the Sponsor.