Contest Participation Terms

CONTEST PARTICIPATION TERMS

Parties

Recitals

WHEREAS, Organizer operates and administers a contest to solicit entries, creative submissions, or other competitive materials identified as: (the Contest); and

WHEREAS, Participant desires to enter and participate in the Contest subject to the terms and conditions set forth in these Contest Participation Terms (the Agreement) effective as of ;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, Organizer and Participant agree as follows.

Scope of Work

Participant shall prepare, deliver and submit entries in accordance with the Contest rules and any specifications provided by Organizer. Submissions must comply with eligibility, format, content, and timeline requirements stated by Organizer. Participant grants Organizer the rights described below to use, reproduce and display the submission as necessary to operate the Contest and promote the Contest and Organizer's business.

Payment Terms

Organizer agrees to pay Participant the prize or consideration if and only if Participant is selected as a winner in accordance with the Contest's published selection process. Prize payments are subject to verification of eligibility and compliance with these Terms.

Term and Termination

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated in accordance with this section.

Start Date:

End Date:

Organizer may terminate this Agreement immediately for cause upon material breach by Participant, including submission of material that infringes third-party rights, is unlawful, or fails to comply with Contest rules. Participant may terminate only upon Organizer's material breach that remains uncured for the notice period above.

Confidentiality

Each party acknowledges that during the Term it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in connection with the Contest, including business plans, technical data, and materials designated confidential or that a reasonable person would understand to be confidential.

Recipient shall (a) maintain the confidentiality of Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) not use Confidential Information other than to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors on a need-to-know basis who are bound by confidentiality obligations at least as protective as those set forth herein. Confidential Information does not include information that is or becomes publicly available other than by breach of this Agreement, is rightfully received from a third party without restriction, or is independently developed.

Intellectual Property and License

Participant represents and warrants that the submission is original to Participant and does not violate any third-party rights. Participant hereby grants Organizer a perpetual, worldwide, non-exclusive, royalty-free license to use, reproduce, distribute, display, and create derivative works of the submission for the purposes of administering the Contest, announcing winners, and promoting Organizer's services, in any media now known or hereafter developed.

Indemnification

Participant shall indemnify, defend and hold harmless Organizer and its officers, directors, employees and agents from and against any claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or relating to Participant's breach of this Agreement, the submission of materials that infringe third-party rights, or Participant's negligence or willful misconduct.

Publicity

Participant consents to Organizer's use of Participant's name, likeness, city and state of residence, and winning submission for promotional, marketing and publicity purposes without further compensation, except where prohibited by law.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising out of or relating to this Agreement.

Representations; Compliance

Each party represents that it has the full right, power and authority to enter into and perform this Agreement. Participant agrees to comply with all applicable laws, rules and regulations in connection with the submission and participation in the Contest.

Entire Agreement; Amendment

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or modification of this Agreement is effective unless in writing and signed by both parties.

Severability

If any provision of this Agreement is held invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

Acknowledgment

Participant acknowledges that Participant has read and understands this Agreement, has authority to enter into it, and agrees to be bound by its terms by signing below.

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