**N.B. The Terms "Sponsor" & "Exhibitor"" are both one and the same for the purpose of This Event Sponsorship Agreement (the "Agreement")

Please note: Sponsors are expected to adhere to our Code of Conduct and to the Global DevOps Days Sponsor Guidelines detailed here: https://www.devopsdays.org/sponsor
https://www.devopsdays.org/events/2019-toronto/conduct/

SECTION 1
Sponsorship Details

Each party will obtain all necessary licenses, permits and insurance related to its Event activities and performance under this Agreement.

Location of exhibit booths will be based on availability.  Sponsors that settle their invoices in full will have preferable placement at the venue.  

SECTION 2
Term and Termination

(a) Term and Termination. This Agreement commences on the Effective Date and ends on the date as listed on the DevOpsDay TO 2019 website. Either Sponsor or Event Organizer may terminate this Agreement if the other materially breaches this Agreement and fails to cure the breach within 15 business days after written notice. Sponsor may terminate this Agreement at any time at will. If Sponsor terminates this Agreement for Event Organizer’s breach, and failure to cure, Event Organizer will refund Sponsorship Fee paid by Sponsor. If Sponsor terminates this Agreement at will or if Event Organizer terminates this Agreement for Sponsor’s breach, there will be no refund.

(b) Cancellation and Refund. Event Organizer will refund Sponsorship Fee if Event Organizer cancels the Event for any reason beyond Event Organizer’s control or if Sponsor is unable to participate in in the Event for any reason beyond Sponsor’s control.

(c) Survival of Obligations. Section 3 (Confidentiality /Personally Identifiable Information), Section 4 (Representations and Warranties), Section 5 (Indemnification), Section 6 (Limitation of Liability), Section 8 (Insurance), Section 9 (Compliance with Anti-corruption Laws), Section 10 (Taxes) and Section 11 (Miscellaneous) Section 12 (Filming and Recording) will survive expiration or earlier termination of this Agreement.

SECTION 3
Confidentiality/Personally Identifiable Information

(a) Existing NDA. Any confidential information shared under this Agreement is subject to the Nondisclosure Agreement (“NDA”) between the parties. If there is no NDA, each party agrees it will not disclose non-public information of the other to third parties. The terms and conditions of this Agreement are confidential information.

(b) Personally Identifiable Information. “Personal Information” or “PII” means any information that can identify, contact or locate a person such as person’s name, address, phone number, or email address. Sponsor and Event Organizer will comply with applicable laws, rules and regulations related to collection of PII and shall protect PII from unauthorized use, access or disclosure. Sponsor and Event Organizer will each publish a readily accessible privacy policy. If either Event Organizer or Sponsor intend to share attendee/visitor PII with one another, each will provide appropriate notice to and obtain consent from attendees/visitors.

SECTION 4
Representations and Warranties

Sponsor and Event Organizer each represent and warrant that:
 
(a) It has the full right and power to enter into and perform under this Agreement;

(b) It has the full right to grant each of the rights granted to the other; and

(c) It and its representatives will comply with all applicable laws, rules and regulations.

SECTION 5
Indemnification

(a) Each party will indemnify and hold the other harmless from and against all third party claims, costs and expenses (including reasonable attorney’s fees) for:

(1) Bodily injury or death to any person or loss, disappearance or damage to tangible or intangible property arising out of the indemnifying party’s negligence or willful misconduct;

(2) Breach of the indemnifying party’s representations and warranties;

(3) Misuse by the indemnifying party of the indemnified party’s logos in a manner not authorized by the indemnified party; or

(4) Infringement or violation of any third party’s rights.

(b) Neither party will have liability to the extent that the claim results from the negligent or willful acts of the other party or if the party is complying with the express instructions of the other party.

(c) The indemnified party will (a) provide the indemnifying party prompt written notice of the claim; (b) turn over sole control over defense of the claim to the indemnifying party; and (c) provide reasonable assistance to the indemnifying party. The indemnified party may retain counsel and participate in defense of the claim, at its expense, and the indemnifying party shall cooperate with such participation. The indemnifying party may not settle or publicize any claim without the indemnified party’s consent.

SECTION 6
Limitation of Liability

EXCEPT FOR AMOUNTS OWED PURSUANT TO INDEMNIFICATION OBLIGATIONS IN SECTION 5 OR A BREACH OF CONFIDENTIALITY OR PII OBLIGATIONS IN SECTION 3, TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR THAT RELATE IN ANY WAY TO THIS AGREEMENT, ITS PERFORMANCE, OR THE EVENT.

SECTION 7
Trademark

(a) Sponsor grants Event Organizer a nonexclusive, nontransferable, royalty-free, limited, personal license during the Term to use Sponsor logos and trademarks solely in connection with Sponsor’s sponsorship of the Event. Event Organizer will provide copies of its Event materials and collateral that include Sponsor Logos for Sponsor’s review at Sponsor’s request. Event Organizer’s use of the Sponsor Logos is for Sponsor’s sole benefit.

(b) Event Organizer grants to Sponsor a nonexclusive, nontransferable, royalty-free, limited, personal license during the Term to use the Event Organizer logos and trademarks affiliated with the Event (the “Event Organizer Logos”) solely (a) in connection with promotion of the Event, and (b) in accordance with any guidelines Event Organizer provides to Sponsor. Sponsor’s use of the Event Organizer Logos is for Event Organizer’s sole benefit.

(c) Each party reserves all rights not expressly granted.

SECTION 8
Insurance

Each party will maintain insurance coverage (or a program of self-insurance) sufficient to meet obligations created by this Agreement and by law. Each party is responsible for its insurance deductibles, premiums and costs. Upon request, each party will provide the other with proof of the insurance.

SECTION 9
Compliance with Anti-Corruption Laws

Event Organizer will comply with all applicable laws against bribery, corruption, inaccurate books and records, inadequate internal controls and money laundering, including the U.S. Foreign Corrupt Practices Act. Sponsor is sponsoring the Event and paying Sponsorship Fee without seeking promises or favoritism for Sponsor. There is not obligation by the Event Organizer to acquire or use any Sponsor products or services. Event Organizer agrees that, unless specifically authorized in writing by Sponsor, it may not (I) pay expenses for travel, lodging, gifts, hospitality or charitable contributions for government officials (“Prohibited Activities”) on Sponsor’s behalf or (ii) use Sponsorship Fee or any portion or other funds provided by Sponsor to Event Organizer for Prohibited Activities.

SECTION 10
Taxes

The parties are not liable for any of the taxes of the other party that the other party is obligated to pay and which arise in connection with this Agreement and all such taxes shall be the responsibility of the party who is obligated by operation of law to pay such tax. Each party shall pay to the other party any sales or value added taxes that are owed as a result of entering into this Agreement and which are required to be collected under applicable law. A party may provide to the other party a valid exemption certificate in which case that other party shall not collect the taxes covered by such certificate. If any taxes are required to be withheld on the payments, the paying party will deduct such taxes from the amount owed and pay them to the appropriate authority. The paying party will secure and deliver to the other party an official receipt and other documents reasonably requested by the other party in order to claim a foreign tax credit or refund. The parties will use reasonable efforts to minimize any taxes to the extent possible under applicable law.

SECTION 11
Miscellaneous 

(a) Sponsor will comply with reasonable and customary rules and regulations that the Event Organizer delivers to Sponsor. (b) The laws, applicable jurisdiction and venue of the Sponsor contracting entity listed in the first paragraph of this Agreement will govern this Agreement. Each party will be responsible for its own attorneys’ fees, costs, and other expenses. (c) Both parties must approve any press release that either party wishes to publish. (d) Neither party will be liable for failure to perform any obligation under this Agreement due to an act of God, natural disaster, war, civil disturbance, and action by governmental entity, strike or any other causes beyond the party’s reasonable control. (e) Neither party may assign this Agreement without the other’s prior written consent. (f) If any court of competent jurisdiction determines that any provision of this Agreement is illegal, invalid or unenforceable, the remaining provisions will remain in full force and effect. (g) Notices may be either electronic or physical mail. The person(s) identified on the first page of this Agreement will receive notices on behalf of their respective company. (h) This Agreement (including any exhibits) is the entire Agreement between the parties regarding its subject matter. (i) The Event Organizer will do it's best to ensure Sponsors in competing markets/businesses will be a reasonable distance away from each other in the Exhibit area based on booth availability

SECTION 12
Filming and Recording

(a) Devops Days Toronto records and photographs its events for broadcast on, among other things, its website. 

(b) Be aware that conference staff and/or attending media representatives will take photographs and record audio and video footage of the proceedings, including audience response and profile. Materials produced may be displayed online or in other ways, e.g., television or print, or used by DevOps Days Toronto for marketing purposes.

(c) DevOps Days Toronto does not sell photos to third parties and the material is for DevOps Days own use.

(d) We have noted that delegates may take and distribute images or recordings via social networking sites or independent websites.  DevOps Days Toronto can take no responsibility for material or images used in this way.

(e) If you do not consent to filming, recording or photography at the event then please notify the cameraperson or photographer at the time and email organizers-toronto-2019@devopsdays.org