The National Restaurant Association Educational Foundation (“Foundation”) is an Illinois not-for-profit corporation. Approved sponsoring organizations and individuals (each, a “Sponsor”) of the Ted J. Balestreri Leadership Classic (the “Program”) desire to support the Foundation’s mission and purposes by contributing financial support and participating in the Foundation’s programs and activities in exchange for the sponsorship opportunity and recognition of Sponsor’s support through additional sponsorship opportunities, if any, selected by Sponsor for a period commencing on the date the Foundation approves a sponsor’s sponsorship through December 31, 2026 (“Term”). The following terms and conditions apply to any sponsorship related to the Program. As used in these terms and conditions, Foundation and Sponsor are individually a “Party” and collectively the “Parties”.
Binding Agreement: Upon acceptance of Sponsor’s proposed sponsorship by Foundation, these terms and conditions herein shall become a binding agreement (“Agreement”) between the Parties.
Scope: Foundation and Sponsor agree that the Program will have a specific and limited scope as reasonably contemplated under this Agreement. Foundation and Sponsor agree that the purposes of the Program align with the Foundation mission, and that the Program will be conducted in accordance with, and Sponsor shall abide by, all relevant and applicable Foundation guidelines and policies including the privacy statement located at: https://chooserestaurants.org/privacy-policy/ and event code of conduct located at: https://www.restaurant.org/event-code-of-conduct/, and any other code of conduct required by Foundation. In addition, Sponsor’s participation in the Program does not convey Foundation’s approval, endorsement, voucher certification, acceptance, or referral of any product or service of Sponsor. Foundation will provide appropriate acknowledgement and recognition of Sponsor in accordance with applicable laws and regulations and Sponsor shall abide by all applicable laws and regulations, including but not limited to laws governing the use collection, storage, use, transmission and disclosure of any information related to an identified or identifiable individual or household (including information which could, alone or in combination with other information, reasonably identify or be associated with an individual or a household that is disclosed or received as a part of the sponsorship activities hereunder) and all applicable laws pertaining to advertising, marketing, analytics, and/or electronic and other communications.
Intellectual Property: In connection with the Program, each Party hereby grants the other Party a limited, nonexclusive, revocable, nontransferable license to use such intellectual property, which may include names, trademarks, service marks, logos, trade secrets, or copyrights reasonably contemplated under this Agreement (collectively, the “IP”) solely to recognize the sponsorship and for Foundation to recognize Sponsor and provide the Program in connection with the objectives and obligations set forth in this Agreement, or as otherwise approved by the licensing Party in writing. Upon termination of the Agreement, the licenses granted hereunder shall cease and all IP shall be returned to the licensing Party. Sponsor shall comply with all Foundation guidelines governing the use of Foundation’s IP. The Parties agree that each Party retains the right to review and approve all initial uses of its IP by the other Party. Sponsor shall not use the Foundation IP to promote any specific products or services or imply that the Foundation has endorsed Sponsor or its goods or services. All rights, title and interest in and to all works of authorship, designs, drawings, videos, podcasts, webinar content and any other intellectual property created hereunder, either jointly by the Parties or independently by a Party in connection with the Program (“Content”), shall be solely and exclusively owned by Foundation, free and clear of any claim or retention of rights by Sponsor, unless otherwise agreed to by the Parties in writing. For the avoidance of doubt, if the Sponsor’s logo, brand, or other Sponsor IP is filmed or otherwise incorporated into the Content, the license to use such material, as provided in Section shall be extended through the useful life of the Content.
Sponsorship Amount: The total amount of Sponsor’s monetary commitment in connection with the Program is specified on the Sponsorship Form (the “Sponsorship Amount”). In consideration of the Foundation entering into this Agreement to provide the Program to Sponsor, Sponsor agrees to transfer the Sponsorship Amount to Foundation no later than [DATE]. The Parties acknowledge and agree that Foundation will be deemed to have earned full discretion over the Sponsorship Amount.
Sponsorship Activities: Sponsor is responsible for its digital swag, registrant gifts, or promotional items included in or displayed at the Program as a sponsorship activity, and all such items will be at Sponsor’s expense and subject to Foundation prior review and approval. Any distribution of products is at Sponsor’s expense and subject to Foundation approval. Any content submitted by Sponsor in connection with sponsorship of the Program or at a Program speaking engagement must be informational only (unless otherwise agreed in writing by Foundation) and is subject to Foundation prior review and approval. Foundation will select panelists and webinar contributions in its sole discretion. Disclosure of registrant or any other individual’s contact information is subject to registrant’s or other individual’s consent, the terms thereof, and applicable laws. Any communication with registrants prior to any event is subject to prior Foundation review and express approval. Sponsor’s sponsorship hereunder is in no way conditioned on any requirement or understanding that Foundation, its affiliates or any third party will be required to purchase any products or services sold or offered for sale by Sponsor. The Foundation shall have final discretion over golf pairings.
Confidential Information: Foundation and Sponsor, on behalf of themselves and their respective agents and employees, agree not to use or disclose at any time any confidential information conveyed to the other, except as necessary for Foundation to process Sponsor’s sponsorship or as may be authorized in writing by the other.
Relationship of the Parties: Each Party agrees that this Agreement is not intended to create in law any employment relationship, joint venture, agency or other relationship of any kind except a contractual relationship. The relationship of the Parties in this Agreement shall be that of independent contractor to each other or any of their affiliates.
Limitation of Liability and Indemnification: Unless otherwise outlined in this Agreement, neither Party nor its affiliated organizations shall be liable for any indirect, special, incidental, exemplary or consequential loss or damage of any kind, including lost profits (whether or not the Parties have been advised of such loss or damage) arising in any way in connection with the Agreement. Additionally, in no event will Foundation or its affiliates be liable to Sponsor for any damages or other amounts of any kind in excess of the amounts paid to Foundation under this Agreement. Sponsor shall indemnify and hold harmless the Foundation, its affiliates, officers, directors, members, agents, and employees from any and all claims, demands, suits, costs, expenses (including reasonable attorneys’ fees) of whatever nature and description arising out of or related in any way to the negligent acts or omissions or willful misconduct of or breach of this Agreement by Sponsor, its affiliates, employees, agents, or subcontractors in connection with this Agreement, including any unauthorized use of Foundation’s intellectual property.
Termination: Should Sponsor terminate or cancel its participation in the Program, the Sponsorship Amount shall remain due and payable as outlined herein and no amount of it shall be refunded to Sponsor. Sponsor agrees that in the event it fails to pay the Sponsorship Amount at the times specified or fails to comply with any provisions in the Agreement, Foundation shall have the right to terminate the Agreement. Foundation may also terminate this Agreement upon Sponsor’s bankruptcy, conviction of a felony crime involving fraud or moral turpitude, or engagement in systematic practices that violate widely-held principles of public morality.
Successors and Assigns: Except as specifically provided herein, this Agreement shall be binding on the Parties, and shall not be transferred by Sponsor to any of its successors and assigns without the prior written consent of Foundation. This Agreement shall be binding and inure to the benefit of any successor of Foundation by merger or consolidation or any purchaser or assignee of all or substantially all of its assets.
Law and Jurisdiction: This Agreement shall be governed by the laws of the state of Illinois, without giving effect to the principles of conflicts of laws. Any dispute that arises or relates to this Agreement shall be exclusively resolved in the state or federal courts located in Chicago, Illinois. The Parties expressly waive any challenge to the jurisdiction or venue of such courts.
Cooperation: Notwithstanding anything to the contrary herein, if Foundation is unable to provide any of the sponsorship benefits or other activities contemplated under this Agreement because of a change in circumstances, impracticability or otherwise, the inability to provide such activities and/or benefits will be excused and the parties will cooperate in good faith to agree on alternative activities or benefits in lieu of termination. In keeping with IRS best practices, any unspent or unused Sponsorship Amount will inure solely to the benefit of and remain the property of Foundation and Sponsor shall have no claim of any kind to such amount.