Fill and Sign the Marketing and Promotion Agreement Form

Marketing and Promotion Agreement Contract made on the ___________________ (date) , between ______________________ (Name of Sponsor) , a corporation organized and existing under the laws of the state of ______________, with its principal office located at ______________________________________________________________________ (street address, city, county, state, zip code) , referred to herein as Sponsor , and _________________________ (Name of Promoter) , of ________________________ ______________________________________________ (street address, city, state, zip code) , referred to herein as Promoter . Whereas, Sponsor owns and operates a business which sponsors commercial exhibitions and expositions at various venues and Sponsor desires to contract with Promoter to promote and market such exhibitions and expositions; and Whereas, Promoter agrees to perform these services for Sponsor under the terms and conditions set forth in this Contract; Now, therefore, for and in consideration of the mutual covenants contained in this Contract, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Description of Work The work to be performed by Promoter includes all services generally performed by Promoter in Promoter's usual line of business, including, but not limited to, the following: A. Procuring a building or other suitable venue in which to hold the exhibition or exposition ; B. Supervising all exhibits, including the set up and removal of such exhibits; C. Leasing or licensing exhibit space to exhibitors; D. Advertising and promoting such exhibitions or expositions, and d oing or causing to be done all other things necessary or advisable to make the exhibition or exposition a success. E. Providing the Sponsor with an analysis of services and the appropriate advertising for the exhibition or exposition ; F. Arranging with the various advertising media for space and time as needed to carry out the advertising program for such exhibition or exposition; G. Overseeing the performance of the advertising program; I. Negotiating with others, such as photographers, models and artists, for use in the advertising program; J. Handling all details with respect to payments to others for their part in the advertising program; and K. Performing all other necessary and related services to properly carry out the advertising program for the exposition or exhibition. 2. Prior Approval of Sponsor No obligations shall be incurred by the Promoter on behalf of the Sponsor without first obtaining approval from the Sponsor in writing. The Sponsor may require the submission of details of written proposals by the Promoter prior to granting approval. 3. Expenses Incurred by Promoter The Sponsor shall pay the Promoter for all costs incurred and expenditures made by Promoter on behalf of the Sponsor for approved advertising and related expenses. The Sponsor shall also pay the Promoter’s direct costs of mailing, packaging and shipping, along with all taxes, duties, telephone calls and delivery services in connection with the performance of his obligations under this Agreement. The Sponsor will also pay the Promoter for his costs for travel on behalf of the Sponsor. If the Sponsor cancels any planned advertising, the Sponsor will remain responsible for any unavoidable costs including non-cancellable requests for time or space. 4. Payment Sponsor will pay Promoter $___________ per month for the work to be performed under this Contract. 5. Term The term of this Contract shall be one year beginning on __________________ (date) and ending on ________________ (date) . In addition to terminating at the end of such period, this Contract may be terminated pursuant to the following: A. Immediately on the death or incapacity of Promoter; or B. By either party, with or without cause at any time, on _____ (number) days' prior written notice. The obligations of Promoter under Sections 15 and 16 below, shall survive any expiration or termination of this Contract. On termination of this Contract, Promoter will return to Sponsor all written information, drawings, models, and other materials or files supplied to Promoter by Sponsor or created by Sponsor at the expense of Sponsor. 6. Relationship of the Parties Promoter is an independent contractor and is not an employee, servant, partner or joint venturer of Sponsor. Sponsor shall determine the services to be provided by Promoter , but Promoter shall determine the legal means by which it accomplishes the services in accordance with this Contract. Sponsor is not responsible for withholding, and shall not withhold or deduct from the commissions FICA or taxes of any kind, unless such withholding becomes legally required. Promoter is not entitled to receive the benefits which employees of Sponsor are entitled and is not entitled to receive and shall not be entitled to workers compensation, unemployment compensation, medical insurance, life insurance, paid vacations, paid holidays, pension, profit sharing, or Social Security on account of his services to Sponsor. It is further understood that Promoter is free to contract for similar services to be performed for other ________________ (type of entity) or organizations while under Contract with Sponsor. 7. Advertising of Sponsor’s Name Promoter shall cause Sponsor's name to appear prominently in all advertising and publicity in connection with the exposition or exhibition . 8. Expenses of Promoter All expenses in any way pertaining to the exposition or exhibition shall be the sole and separate liability of Sponsor. Promoter assumes no financial responsibility of any kind or nature relative to any exposition or exhibition . 9. Handling of Funds and Payment of Expenses All funds received by Promoter for any activities, space sold, or any other service rendered, and all income of every kind and nature received by him pertaining to the exhibition or exposition shall be placed in a bank account in __________________ (name of bank) in _________________________ (name of city and state) or such other bank in _______________________________ (name of city and state) as agreed on in writing by the parties to this Contract, and each and every payment for any expense associated with the exhibition or exposition shall be paid by check from such account. Promoter shall have sole charge of receiving income and paying expenses. 10. Liability Insurance Promoter shall carry proper liability insurance in an amount and with companies acceptable to Sponsor, naming Sponsor as an insured and fully protecting and indemnifying Sponsor from against any and every possible claim for accidents or other liabilities, to employees and all other persons, that might arise in connection with the exhibition or exposition , including preparation therefore, the exhibition or exposition itself, and any acts in any way connected with the exhibition or exposition . 11. Books and Record Promoter shall keep accurate and up-to-date books showing all income and disbursements and the purpose of disbursements. Such books shall be kept in a place convenient for Sponsor, and Sponsor shall have access to and the right to examine such books at any and all reasonable times. 12. Surety Bond Promoter shall, within ______ days after execution of this Contract, deliver to Sponsor a bond with a surety approved by Sponsor, in the sum of ___________ Dollars ($________) in such terms and conditions as shall be satisfactory to Sponsor, conditioned on the satisfactory accounting and payment to Sponsor of its amount due from the exhibition or exposition and protecting Sponsor against any and all financial responsibility and loss resulting from the actions or inactions of Promoter. 13. Cooperation of Parties Sponsor shall lend its cooperation and support to and work with Promoter for the purpose of making the exhibition or exposition financially successful. 14. Promoter’s Employees If employees of Promoter also perform services for Sponsor under and pursuant to this Agreement, they shall be bound by the provisions of this Agreement and Promoter shall, at the request of Sponsor, furnish to Sponsor satisfactory evidence to that effect and that such employees are in fact employees of Promoter only and that all taxes required to be withheld or paid on behalf of such employees have been paid or provided for by Promoter. 15. Confidentiality Promoter agrees that: (a) all knowledge and information that Promoter may receive from Sponsor or from its employees or by virtue of the performance of services under and pursuant to this Contract, relating to inventions, products, processes, machinery, apparatus, prices, discounts, costs, business affairs, future plans, or technical data that belong to Sponsor shall for all time and for all purposes be regarded by Promoter as strictly confidential and held by Promoter in confidence, and solely for Sponsor's benefit and use, and shall not be used by Promoter or directly or indirectly disclosed by Promoter to any person whatsoever except to Sponsor or with Sponsor's prior written permission. 16. Return of Property upon Termination All documents, data, records, apparatus, equipment and other physical property, whether or not pertaining to proprietary information, furnished to Promoter by Sponsor shall be and remain the sole property of the Sponsor and shall be returned promptly to the Sponsor as and when requested by the Sponsor. Should the Sponsor not so request, Promoter shall return and deliver all such property upon termination of his retention as a Promoter by Sponsor for any reason, and Promoter shall not take with him any such property or any reproduction of such property upon termination. 17. Conflicts of Interest Promoter warrants that he is not a party to any agreement or under any obligation that would conflict with the terms of this Contract or prevent him from carrying out his responsibilities under this Contract. Promoter represents that he has advised Sponsor in writing prior to the date of signing this Contract of any relationship with third parties, including competitors of Sponsor, which would present a conflict of interest with the Services or which would prevent Promoter from carrying out the terms of this Contract. Promoter will advise Sponsor of any such relationships that arise during the term of this Contract. Sponsor will then have the option to terminate this Contract without further liability to Promoter , except to pay for services actually rendered. 18. Loss or Damage Promoter shall be responsible for and shall reimburse Sponsor for all loss or damage to Sponsor's property, property of third parties, or personal injury caused by the acts or omissions of Promoter, his agents, or employees during the term of this Contract. 19. Severability The invalidity of any portion of this Contract will not and shall not be deemed to affect the validity of any other provision. If any provision of this Contract is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. 20. No Waiver The failure of either party to this Contract to insist upon the performance of any of the terms and conditions of this Contract, or the waiver of any breach of any of the terms and conditions of this Contract, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 21. Governing Law This Contract shall be governed by, construed, and enforced in accordance with the laws of the State of _______________. 22. Notices Any notice provided for or concerning this Contract shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Contract. 23. Attorney’s Fees In the event that any lawsuit is filed in relation to this Contract, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees. 24. Mandatory Arbitration Any dispute under this Contract shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. 25. Entire Contract This Contract shall constitute the entire Contract between the parties and any prior understanding or representation of any kind preceding the date of this Contract shall not be binding upon either party except to the extent incorporated in this Contract. 26. Modification of Contract Any modification of this Contract or additional obligation assumed by either party in connection with this Contract shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 27. Assignment of Rights The rights of each party under this Contract are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. 28. In this contract, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine. WITNESS our signatures as of the day and date first above stated. ________________________ Name of Sponsor _________________________ By:_______________________________ (P rinted Name of Promoter) ________________________ _________________________ (P rinted Name & Office in Corporation) (Signature of Promoter ) ________________________ (Signature of Officer)