Sponsor Agreement

Sponsorship Relationship. During the term of this Agreement, the Sponsor will pay a sponsorship fee to ImplementAM and ImplementAM will provide certain services to Sponsor for the ImplementAM events (the “Event” or “Events”), as described in the Sponsor Presentation Agreement.

1. Expenses. Sponsor shall not be authorized to incur on behalf of ImplementAM any expenses and will be responsible for all expenses incurred during the Event.
    
2. Term and Termination. The Services shall commence immediately and terminate on the date of the Event completion.
   
   Notwithstanding the above, either party may terminate this Agreement at any time upon fifteen (15) days’ written notice. In the event of such termination by the Sponsor, ImplementAM’s fee shall be non-refundable. In the event of such termination by ImplementAM, ImplementAM shall be paid for any portion of the Services that have been performed prior to the termination.
    
3. Independent Contractor. ImplementAM relationship with the Sponsor will be that of an independent contractor and not that of an employee.
    
4. No Authority to Bind ImplementAM. Sponsor acknowledges and agrees that the Sponsor has no authority to enter into contracts that bind ImplementAM or create obligations on the part of ImplementAM without the prior written authorization of ImplementAM.
    
5. Indemnification. Sponsor shall be responsible for all damage to property, injury to persons, and loss, expense, inconvenience, and delay which may be caused by, or result from, the conduct of work under this contract, or from any act, omission, or neglect of Sponsor, its subcontractors, or employees. Sponsor shall save, defend, indemnify, and hold harmless ImplementAM and its officers, agents, or employees from all claims, suits, and actions of any nature resulting from or arising out of the activities or omissions of Sponsor or its subcontractor's, officers, agents, or employees acting under this contract or any third party intellectual property rights infringement.
    
6. Confidential Information and Protection of Information. Parties understand that “Confidential Information” means information and physical material not generally known or available outside each party, and information and physical material entrusted to each party in confidence by third parties. Confidential Information includes, without limitation data, trade secrets, customer documentation and deliverables, consulting frameworks, customer contact lists, pricing information, research, product or service ideas or plans, designs, developments, processes, techniques, drawings, agreements with third parties, lists of, or information relating to, employees and contractors of each party (including, but not limited to, the names, contact information, jobs, compensation, and expertise of such employees and contractors), lists of, or information relating to, suppliers and customers (including, but not limited to, customers of the parties), pricing methodologies, cost data, market share data, marketing plans, licenses, contract information, business plans, financial forecasts, historical financial data, budgets or other business information disclosed to each party by the other party either directly or indirectly, whether in writing, electronically, orally, or by observation.
   
   Parties understand that during the Relationship, each party intends to provide the other party with information, including Confidential Information without which each party would not be able to perform its duties to the other party. Each party agrees, at all times during the term of the relationship and thereafter, to hold in strictest confidence, and not to use, except for the benefit of the party to the extent necessary to perform the Services, and not to disclose to any person, firm, corporation or other entity, without written authorization from the other party in each instance, any Confidential Information that each party obtains from the other party or otherwise obtains, accesses or creates in connection with, or as a result of, the Services during the term of the Relationship, whether or not during working hours, until such Confidential Information becomes publicly and widely known and made generally available through no wrongful act of any party or of others who were under confidentiality obligations as to the item or items involved. Each party further agrees not to make copies of such Confidential Information except as authorized by the other party.
    
7. Materials and Information. All materials furnished to Sponsor, and all materials prepared by ImplementAM in connection with the Services, including without limitation training manuals, documents, PowerPoint presentations, handouts, models, source code, designs, flowcharts and listings, along with all copies made thereof, shall be returned promptly to ImplementAM upon the termination of this Agreement whether voluntary or otherwise.
    
8. Ownership of Information. Sponsor agrees that all developments, products, services, trademarks, training materials made, and all works created by ImplementAM, shall be the sole and complete property of ImplementAM and that any and all copyrights and other proprietary interests therein shall belong exclusively to ImplementAM.
    
9. Limitation of Liability. ImplementAM Liability shall be limited to general money damages in an amount not to exceed the amount paid by sponsor under this agreement. This includes alleged acts of negligence or breach of contract and regardless of the form in which any legal or equitable action may be brought against ImplementAM, and the foregoing shall constitute contractor's exclusive remedy.
    
10. Conflicts with this Agreement. Sponsor represents and warrants that neither Sponsor is under any pre-existing obligation in conflict or in any way inconsistent with the provisions of this Agreement. Sponsor represents and warrants that it will not breach any agreement to keep in confidence proprietary information acquired by Sponsor in confidence or in trust prior to commencement of this Agreement. Sponsor represents and warrants that Sponsor has not granted and will not grant any rights or licenses to any intellectual property or technology that would conflict with this Agreement. Sponsor will not knowingly infringe upon any copyright, patent, trade secret, or other property rights of any third party during the Event.
     
11. Miscellaneous.
     
    • Governing Law. The validity, interpretation, construction, and performance of this Agreement, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed, and interpreted in accordance with the laws of the state of Colorado, without giving effect to principles of conflicts of law.
       
    • Force Majeure. Either party shall be excused from the performance of this agreement and shall not be liable for any delay in whole or in part, to the extent caused by the occurrence of any fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, or any other similar cause beyond the reasonable control of the excused party.
       
    • Merger, Entire Agreement. This contract constitutes the entire agreement between the parties. There are no understandings, agreements, or representations, oral or written, not specified herein regarding this contract. No amendment, consent, or waiver of terms of this contract shall bind either party unless in writing and signed by all parties. Any such amendment, consent, or waiver shall be effective only in the specific instance and for the specific purpose given. Contractor, by the signature hereto of its authorized representative, acknowledges having read and understood the contract and contractor agrees to be bound by its terms and conditions.
       
    • Successors and Assigns. Except as otherwise provided in this Agreement, this Agreement, and the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives. ImplementAM may assign any of its rights and obligations under this Agreement. No other party to this Agreement may assign, whether voluntarily or by operation of law, any of its rights and obligations under this Agreement, except with the prior written consent of ImplementAM.
       
    • Notices. Any notice, demand or request required or permitted to be given under this Agreement shall be in writing and shall be deemed sufficient when delivered personally or by overnight courier or sent by email, or 48 hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid, addressed to the party to be notified at such party’s address as set forth on the signature page, as subsequently modified by written notice, or if no address is specified on the signature page, at the most recent address set forth in the ImplementAM’s books and records. ImplementAM may, in its sole discretion, decide to deliver any documents related to this Agreement or any notices required by applicable law or ImplementAM’s Certificate of Incorporation or Bylaws by email or any other electronic means. Sponsor hereby consents to receive such documents and notices by such electronic delivery and agrees to participate through an on-line or electronic system established and maintained by ImplementAM or a third party designated by ImplementAM.
       
    • Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.
       
    • Mediation/Arbitration. Any controversy or claim arising out of or relating to this Agreement, or breach thereof, will be settled by mediation and/or arbitration administered by the American Arbitration Association (AAA) under its commercial mediation and/or arbitration rules. Furthermore, the client agrees to have such controversy or claim settled at the AAA location in Denver, Colorado.
       
    • Construction. This Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of or against any one of the parties hereto.
       
    • Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which together shall constitute one and the same agreement.