This sponsorship agreement (“Agreement”), dated effective ____________, ___, 2020 (“Effective Date”), is entered into by and between Orion Advisor Services, LLC, a Nebraska limited liability company (“Orion”), and ____________________, a ___________________ (“Sponsor”). Orion and Sponsor may be referred to individually as Party or jointly as Parties.
RECITALS
WHEREAS, Orion hosts events (the “Event”) for invited guests of Orion (the “Guests”) that operate in the financial services industry; and
WHEREAS, Sponsor seeks an opportunity to interact with Guests at Events.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth herein, Sponsor and Orion agree as follows:
- Sponsorship. In conjunction with the sponsorship selections you made on the sponsorship level selection forms (the “Form”), incorporated herein by reference, this Agreement shall govern the sponsorship by Sponsor. Sponsor agrees to the sponsorship level as indicated by Sponsor on the Form. Sponsor agrees that by executing this Agreement and the Form, Orion is not bound to provide you a sponsorship opportunity until Orion provides you with a fully executed return copy of this Agreement. Sponsor agrees that, regardless of the selection on the Form, Orion has the right to decrease your selections on the Form until you receive the fully executed return copy of this Agreement. For example, if you select a certain sponsorship level and such level is full, Orion has the right to move you into a lesser, but not higher cost, sponsorship level without your consent.
- Payment. Sponsor agrees to pay the sponsorship fee (the “Fee”) within thirty (30) days of the invoice date. Any invoice received by Sponsor within thirty (30) days of an Event is due upon receipt. If Sponsor has not paid the invoice, in full, prior to an Event, Sponsor shall be prohibited from participating at the Event until such invoice is paid in full.
- Term and Termination. This Agreement shall commence on the Effective Date and terminate one day after the last day listed in the Form for the Event. Sponsor may terminate sponsorship upon written notice to Orion, however, Sponsor will remain liable for the entire Fee and no refunds of the Fee will be provided by Orion. Orion reserves the right to terminate Sponsor if, upon the reasonable and sole judgment of Orion, it would be damaging to the Event or Orion to have Sponsor participate. If Orion exercises this right, Orion shall refund the entire Fee to Sponsor.
- Indemnification. Sponsor agrees to Indemnify and hold harmless Orion, its parent, affiliates and subsidiary companies for and from any alleged or actual claim for any costs, losses, or fines, penalties, or expenses (including reasonable attorneys’ fees) arising from or related to: (i) any damages to real or personal property, or personal injury to any person, directly or indirectly caused by Sponsor or Sponsor’s employees, representatives, or contractors in connection with the Event; (ii) any failure to comply with any applicable laws, ordinances, rules, directives and regulations; and (iii) the Orion’s use of any content provided by Sponsor. This provision will survive the termination or expiry of this Agreement.
- Use of Space. Orion will assign certain space at the Event for use by Sponsor. Sponsor will learn of the exact size prior to the Event. Sponsor is responsible for any goods or services, such as audio/visual equipment, required by Sponsor that are not listed as a provided benefit in the Form, and shall be responsible for any costs and expenses associated with the goods or services. Sponsor agrees to use the space in conformance with the rules of the venue and not to interfere with other Event participants. If Orion determines, in Orion’s sole discretion, that Sponsor is using the space in a manner that is deemed offensive, unprofessional, hazardous, or otherwise not in accordance with this Agreement, Orion may immediately suspend Sponsor participation at the Event and Sponsor will not be entitled to any refund of the Fee. Sponsor is solely responsible for all property of Sponsor and Orion expressly disclaims any responsibility for the potential loss or destruction of Sponsor property.
- Venue. Sponsor is responsible for executing an agreement with the Venue of the Event. Although Orion may provide you the agreement as a courtesy, it is your responsibility to execute the agreement with the Venue. Failure to execute the Venue agreement will result in Sponsor inability to participate in the Event.
- Limitation on Liability. ORION NOR THE EVENT LOCATION OWNER (“LOCATION OWNER”) SHALL BE LIABLE TO THE SPONSOR FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE, INCLUDING WITHOUT LIMITATION LOST REVENUES OR PROFITS, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT (INCLUDING, WITHOUT LIMITATION, THE BREACH OF THIS CONTRACT OR ANY TERMINATION OF THIS CONTRACT), TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, EVEN IF ORION OR THE LOCATION OWNER HAS BEEN WARNED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE IN ADVANCE. IN NO EVENT WILL ORION’S LIABILITY FOR ANY DAMAGES OR CLAIMS ARISING OUT OF THIS AGREEMENT EXCEED TEN THOUSAND DOLLARS ($10,000).
- Confidentiality.
This Agreement and the Event are each confidential until publicly announced by Orion. You may not disclose the existence of this Agreement or the terms of this Agreement or the Form to any third party without Orion’s prior written consent. You hereby authorize Orion to provide Sponsor’s contact information including address, phone number, fax number and primary contact person information to the Orion events and marketing team, and any Orion vendor contracted to conduct work for the Event, as well as to the Location Owner and its employees, agents and contractors.
- Guest List. The list of Guests attending the event shall be deemed confidential information of Orion and will not be shared with Sponsor. Sponsor will be provided a list of example Guests that illustrate the financial service professionals in attendance at the Event, but will not be provided the final list of Guests. Sponsor is permitted to collect Guest information directly from Guest through the lead retrieval system provided by Orion, but such collection shall be done in a professional manner and Orion makes no representations or warranties regarding such system.
- Signs and Marketing Materials. Sponsor Agrees not to use any trademarks, trade names, logos, slogans, or other intellectual property owned by Orion or its affiliates, except as permitted by Orion in writing. Sponsor is prohibited from announcing the Event or the sponsorship without prior written consent from Orion. All signs and marketing materials used by Sponsor at the Event must be professional and align with industry business practices. Anything that would be considered questionable by a normal Guest must be pre-approved by Orion prior to use. Orion reserves the right require Sponsor to remove any signs or marketing materials and Sponsor must immediately remove such sign or marketing materials. Sponsor will not state or imply that Orion is endorsing the Sponsor or its products/services because of Sponsor’s sponsorship.
- Sponsor Functions and Events. Sponsor is strictly prohibited from holding functions and events in connection with the Event, unless pre-approved by Orion. Sponsor agrees that this shall include all types of events, whether a small reception or larger event.
- Staffing. Sponsor agrees to have an agent of the Sponsor at the designated space for Sponsor at all times during the Event. This shall mean all times that the Event is conducting organized activities for Guests, as outlined in the Form. If Sponsor abandons the designated space, Orion shall have the right to terminate and remove Sponsor from the Event and Sponsor will not receive a refund of the Fee.
- Fire, Safety, and Health. Sponsor agrees not to take any action that would risk fire, safety, or the health of Guests. Sponsor shall be solely liable for any action by Sponsor that results in a fire, safety hazard, or health hazard.
- Care of Facilities. Sponsor agrees to cooperate and follow instructions from Orion to ensure compliance with facility rules. If sponsor does not cooperate and follow the rules promulgated by the facility, Sponsor shall be immediately terminated from the Event and will forfeit the Fee.
- Insurance. Sponsor agrees to maintain, at its sole cost and expense, insurance coverage that protects Orion from damage caused by Sponsor at the Event. Sponsor shall ensure its agents, independent contractors, and subcontractors at the Event maintain the same insurance coverage. Insurance coverage required under this Section includes Commercial General Liability coverage of not less than one million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) in the aggregate. The insurance coverage required in this section shall not limit Sponsor’s liability under the Agreement or by law. Upon request, Sponsor will provide certificates of insurance.
- Cancellation. Orion shall have the right to cancel an Event, or any portion of an Event, for any reason. Upon such cancellation that prevents Sponsor from participating at the Event, Orion shall refund the Fee to Sponsor, unless such cancellation is a result of Sponsor failing to meet obligations contained herein or in the Form. Regardless of the reason for cancellation, Sponsor agrees that the sole and exclusive liability of Orion to Sponsor under this Section shall be, at most, the return of the Fee to Sponsor.
- Force Majeure. Orion will not be liable in any manner whatsoever for acts of God, fires, strikes, accidents or other occurrences beyond its reasonable control, including but not limited to equipment failure (whether like or unlike any of those enumerated herein) that prevent Orion from partially or completely performing its obligations hereunder
- Entire Agreement. This document contains the entire Agreement between the Parties with respect to the subject matter hereof and supersedes any previous understanding, commitments or agreements, oral or written, pertaining to the subject matter of this Agreement. This Agreement shall not be assigned, modified or changed in any manner except in a writing signed by both Parties.
- Severability. Should any provision of this Agreement be held invalid or unenforceable by any court, arbitrator, statute, rule or otherwise, the remaining provisions of this Agreement will not be affected thereby and will continue in full force and effect to the fullest extent practicable.
- Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Nebraska, without giving effect to the conflict of laws principles of that or any other jurisdiction. If any provision of this Agreement is declared void or otherwise unenforceable, such provision shall be deemed to have been severed from this Agreement, which shall otherwise remain in full force and effect. The Parties agree that any and all claims shall be brought exclusively in the federal or state courts in Douglas County, Nebraska.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the Effective Date, as written above.
