Event Sponsorship Agreement

This Sponsorship Agreement ("Agreement") is by and between Geotab Inc., an Ontario corporation with offices located at 2440 Winston Park Dr, Oakville, ON L6H 7V2 ("Geotab"), and you, the entity completing the Sponsorship Form ("Sponsor", and together with Geotab, the "Parties", and each, a "Party").

WHEREAS, Geotab is the organizer of the Event outlined in the Sponsorship Form; and

WHEREAS, Geotab and Sponsor have reached agreement on terms and conditions upon which Sponsor will sponsor the Event at the sponsorship level selected on the Sponsorship Form and wish to memorialize that agreement herein.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

• "Affiliate" of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term "control" (including the terms "controlled by" and "under common control with") means the direct or indirect power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise/ownership of the voting securities of a Person.
• "Event" means the event outlined in the Sponsorship Form
• "Event Materials" means materials presented, distributed, or otherwise provided by Geotab or any other Person or entity at or in connection with the Event.
• "Law" means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement, or rule of law of any federal, provincial, local or foreign government.
• "Mark" means any trademark, trade name, service mark, dress mark, design, industrial design, logo, domain name, or other indicator of the source or origin of any product or service.
• "Geotab Marks" means those Marks identified by Geotab.
• "Person" means an individual, corporation, partnership, joint venture, governmental authority, trust, association, or other entity.
• "Representatives" means, with respect to a Party, such Party's officers, directors, employees, consultants, and legal advisors.
• "Sponsor Materials" means the Sponsor Marks and any other materials presented, distributed, or otherwise provided by Sponsor at or in connection with the Event.
• "Sponsor Marks" means those Marks identified by Sponsor. 
• "Sponsor Obligations" means Sponsor's obligations set forth in the material provided to Sponsor regarding the Event
• "Sponsorship Benefits" means the benefits Geotab is required to provide to Sponsor under this Agreement as set forth in material provided to Sponsor and the Sponsorship Form
• "Sponsorship Fee" is the fee payable by Sponsor to Geotab under this Agreement, as set forth in the Sponsorship Form and associated materials
• "Sponsorship Form" is the form the Sponsor has completed that contains these terms. 

1. 1. pay Geotab the Sponsorship Fee; and
   2. on a timely basis, perform its Sponsor Obligations.
   3. Sponsor Materials. Sponsor agrees to provide material that is appropriate for the Event in question and specifically represents and warrants that they do not violate any law, statute, ordinance or regulation, do not contain any reference to or likeness of any identifiable third parties, do not infringe on any rights and/or interests of any third party, is not defamatory, trade libelous, pornographic or obscene, and further that they will not contain, depict, include, discuss or involve, without limitation, any of the following: nudity, alcohol/drug consumption or smoking, explicit or graphic sexual activity, crude, vulgar or offensive language and/or symbols, derogatory characterizations of any ethnic, racial, sexual, religious or other groups, content that endorses, condones and/or discusses any illegal, inappropriate or risky behaviour or conduct, personal information of individuals, and/or any other materials that are or could be considered inappropriate, unsuitable or offensive, all as determined by the Geotab in its sole and absolute discretion.

1. 1. Geotab grants Sponsor a non-exclusive, non-transferable, non-sublicensable, royalty free license during the term of this Agreement to use, solely in connection with Sponsor’s rights, duties and obligations under this Agreement, the marks GEOTAB and such other marks identified by Geotab from time to time to market, promote and advertise.  Sponsor grants Geotab a non-exclusive, non-transferable, non-sublicensable, royalty-free license during the term of this Agreement to use, solely in connection with Geotab’s rights, duties and obligations under this Agreement, Sponsor’s marks, including Sponsor’s company name and logo. Any use of the marks identified in this section (“Licensed Marks”) shall be in accordance with the granting party’s reasonable trademark usage policies (and in particular, use of Geotab’s Licensed Marks shall be subject to the Geotab Branding Guidelines available at: https://docs.google.com/document/d/1VGOPaPTPokSdiq4h0-7kd0YWb0amwkWZWbbpxr5oscs/edit), with proper markings and legends, and subject to granting Party’s prior written approval.  Neither party shall make any express or implied statement or suggestion, or use the other party’s Licensed Marks in any manner that dilutes or otherwise reflects adversely on the other party or its business products or services.  Each party shall cease, or adjust the manner of its use of any of the Licensed Marks of the other party at the request of the other party in its sole discretion.  All goodwill accruing as a result of the use of the Licensed Marks shall enure to the owner of the particular Licensed Marks.  The granting party may withdraw any approval of any use of its Licensed Marks at any time in its sole discretion upon written notice to the other party, which withdrawal shall be effective promptly but in no case more than 30 days from the date of notice.

1. 1. create, program, advertise, market, promote, produce, and manage the Event;
   2. otherwise comply with all applicable Laws.

During the term of this Agreement, Sponsor must procure and maintain, in full force and effect and at Sponsor’s expense, insurance coverage of such types and in such amounts as are commercially reasonable having regard to the activities Sponsor undertakes under this Agreement and the regions in which Sponsor undertakes them. Sponsor must furnish Geotab with a certificate of such insurance upon Geotab’s request. The purchase of such insurance coverage shall not relieve Sponsor of any of its obligations or liabilities under this Agreement. From time to time Geotab may mutually review Sponsor’s insurance coverage with a view to determining its continued reasonableness having regard to the factors set forth above.

The term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant to any express provisions of the Agreement, will continue in effect until sixty (60) business days after completion of the Event (the "Term").

1. 1. Geotab may cancel the Event, in its sole discretion, at any time.  Geotab shall terminate this Agreement without cause, if Geotab cancels the Event, by providing Sponsor with as much prior written notice as is practicable in the circumstances. Geotab shall refund the Sponsor for any funds that were unspent and uncommitted in the organizing of the Event, prior to the date of cancellation. 
   2. Either Party may terminate this Agreement, immediately upon written notice to the other Party if: 
      1. the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured five (5) business days after the non-breaching Party provides the breaching Party with written notice thereof; or
      2. the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

On expiration or earlier termination of this Agreement all licences granted hereunder will also terminate and each Party shall immediately cease using the other Party's Marks;

1. 1. Each Party represents and warrants to the other Party that: (i) it is a legal entity duly organized, validly existing, and in good standing as a corporation or other entity as represented herein under the Laws of its jurisdiction of incorporation or formation; (ii) it has the full right, power, and authority to enter into this Agreement, to grant the rights and licences granted hereunder, and to perform its obligations hereunder; (iii) the acceptance of this Agreement by its representative who has completed the Sponsorship Form has been duly authorized by all necessary corporate action of the Party; and (iv) when accepted by the Sponsor, this Agreement will constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms.

1. 1. 1. Each Party shall indemnify, defend, and hold harmless the other party from and against all any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including legal fees, the cost of enforcing any right to indemnification hereunder, and the cost of pursuing any insurance providers (collectively, "Losses"), resulting from any claim, suit, action, or proceeding (each, an "Action") arising out of or related to: (i) the Geotab Marks if Geotab is indemnifying or Sponsor’s Marks and Sponsor Materials if Sponsor is indemnifying, solely as used, presented, displayed, and distributed without alteration and otherwise in strict compliance with this Agreement or (ii) such party's breach of any representation, warranty, covenant, or obligation under this Agreement.
      2. The indemnity obligations set forth this Section are conditional upon the indemnified party: (i) notifying the indemnifying party promptly and within no more than 10 days after the indemnified party’s receipt of notice of such claim in writing; and (ii) permitting the indemnifying party to defend, compromise or settle the claim or action and providing all available information, assistance and authority to enable the indemnifying party to do so.  The indemnifying party shall not be liable to reimburse the indemnified party for any compromise or settlement made by the indemnified party without the indemnifying party’s prior written consent, or for any legal fees or expenses incurred by the indemnified party.  The indemnified party may, at its option, participate in the litigation at its own expense and through counsel of its own choosing.

(a) Confidential Information.  The parties agree that any and all information, written or oral, which is proprietary or confidential in nature and which is disclosed by either party (the “Discloser”) to the other (the “Recipient”) shall be treated as confidential and that such information shall not be disclosed during the Term or at any time thereafter, directly or indirectly, to any other Person, firm or corporation, except to exercise the Recipient’s rights or perform its obligations hereunder or with the prior written consent of the Discloser. The Recipient will use such information solely for the purposes of exercising its rights or performing its obligations under this Agreement and must limit access to and disclosure of confidential information solely to those employees, agents and contractors and those of its Affiliates, if any with a need to know and who are bound by written obligations of confidentiality no less protective than those set forth herein.  Recipient will be liable for any breaches of these provisions by its Representatives. 

(b) Exclusions.  The obligations in Section 12(a) (Confidential Information) will not apply to information that: (i) is publicly available at the time of its disclosure, or becomes publicly available through no fault of the Recipient; (ii) is lawfully obtained by the Recipient from a third party without restriction and not in violation of any duty owed to the Discloser or others; (iii) can be demonstrated by documented evidence to be rightfully known by the Recipient prior to the date of disclosure or (iv) is independently developed by the Recipient without use of the Discloser’s confidential information. The Recipient may also disclose such information pursuant to and solely to the extent required by Law, judicial or arbitral process (including without limitation to assert or defend a claim) or by any governmental, regulatory or self-regulatory authority, provided that the Recipient uses commercially reasonable efforts to notify the Discloser beforehand to provide the Discloser a reasonable opportunity to oppose, contest, limit or seek a protective order in respect of such disclosure.  Subject to valid patents and copyrights, nothing in this Agreement is intended to preclude either Party from using Residual Information. “Residual Information” means general information retained in the unaided memories of individuals who have had access to Confidential Information under this Agreement

(c) Notification.  The Recipient must promptly notify the Discloser of any misuse, misappropriation, or disclosure of confidential information in contravention of this Agreement which may come to the Recipient’s attention. Neither party will use or disclose to the other any information of any third party which such party is under a duty not to so use or disclose.

1. 1. Neither Party will be liable or responsible to the other Party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by any acts of God, flood, fire, or explosion, epidemics, pandemics, including the 2019 novel coronavirus disease (COVID-19) pandemic, war, terrorism, invasion, riot, or other civil unrest, embargoes or blockades in effect on or after the date of this Agreement, national or regional emergency, strikes, labour stoppages or slowdowns, or other industrial disturbances, passage of Law or governmental order, rule, regulation, or direction, or any action taken by a governmental or public authority, including but not limited to imposing an embargo, export or import restriction, quota, or other restriction or prohibition, national or regional shortage of adequate power, telecommunications, or transportation facilities (each of the foregoing, a "Force Majeure"), in each case, provided that (A) such event is outside the reasonable control of the affected Party; (B) the affected Party provides prompt notice to the other Party; and (C) the affected Party uses diligent efforts to end the failure or delay and minimize the effects of such Force Majeure.

Notices sent in accordance with this 17 will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; (c) when sent, if by email with confirmation of transmission if sent during the addressee's normal business hours, and on the next business day if sent after the addressee's normal business hours; and (d) on the third day after the date mailed by certified or registered mail by the local mail carrier, return receipt requested, postage prepaid.