This Sponsorship Agreement is made effective as of the date of the agreement between FoodNiche Inc. of 1 MOUNT OLIVE ROAD, Suite 343, BUDD LAKE, New Jersey 07828, and the summit exhibitor, partner or sponsor (hereinafter referred to as Sponsor).
WHEREAS, the FoodNiche Inc. is the Organizer and renter of Cornell Tech University located at 2 W Loop Road, NYC, New York 07828 (hereinafter referred to as the ‘Building’), where the FoodNiche Summit will be conducted; and
WHEREAS, the Sponsor is engaged in the business to showcase and promote a brand.
NOW, THEREFORE, it is agreed that:
PURPOSE. FoodNiche Inc. agrees to provide a promotional opportunity as specified in the proposal herein referred to as Exhibit A. In general, Sponsor is guaranteed a high round table in the lobby to engage directly with attendees at the summit. Sponsor accepts the opportunity to participate as a vendor in the Building for FoodNiche Summit commencing on May 30, 2023, and ending on May 30, 2023. Sponsor hereby accepts the following listed conditions and limitations.
HOURS OF OPERATION. FoodNiche Inc. area shall remain open from 9:30 am ET to 5:30 pm ET this is the duration of the event, also including set up and break down time as well. Sponsor tables are expected to be closed while the summit is in session.
INSTALLATION AND TEAR DOWN. The sponsor shall set up the facilities for sale on May 30, 2023, between 9:30 am. Sponsor shall remove his/her facilities for sale from the Building no later than 5:30 pm on May 30, 2023.
PAYMENT. Payments are made according to terms described in Exhibit A
EXTRA SERVICES. FoodNiche Inc. is not obliged to provide telephone, water, electrical, and drain services to Sponsors.
DISPLAYS AND SIGNS. All displays in the building must be free-standing. Nothing may attach to the walls or columns of the building by any means at all. Signs must be free-standing. Signs may not attach to the walls or columns of the building
INSURANCE. The sponsor is solely responsible to obtain insurance coverage on property brought into the Building. The sponsor assumes full responsibility for items left in the facility. FoodNiche Inc. accepts no liability for lost, stolen, or damaged property and is not required to carry additional insurance to cover Sponsor’s property.
INDEMNIFICATION. Sponsor agrees to indemnify and hold FoodNiche Inc. harmless from all claims, losses, expenses, fees including attorney fees, costs, and judgments that may be asserted against FoodNiche Inc. that result from the acts or omissions of Sponsors and/or Sponsor’s employees, agents, or representatives. FoodNiche Inc. shall be solely responsible for insuring all applicable laws are followed and complied with in presenting FoodNiche Inc.’s products and services at the Event.
DEFAULT. The occurrence of any of the following shall constitute a material default under this Agreement:
a. The failure to make a required payment when due.
b. The insolvency or bankruptcy of either party.
|c.||The subjection of any of either party’s property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency.|
|d.||The failure to make available or deliver the Services in the time and manner provided for in this Agreement.|
REMEDIES. In addition to any and all other rights a party may have available according to law if a party defaults by failing to substantially perform any provision, term, or condition of this Agreement (including without limitation the failure to make a monetary payment when due), the other party may terminate the Agreement by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 10 days from the effective date of such notice to cure the default(s). Unless waived by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Agreement.
FORCE MAJEURE. If the performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and if the party is unable to carry out its obligations gives the other party prompt written notice of the such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, plague, epidemic, pandemic, outbreaks of infectious disease, or any other public health crisis, including quarantine or other employee restrictions, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.
ARBITRATION. Any controversies or disputes arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association. The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this Agreement. In the event the parties are unable to agree to such a selection, each party will select an arbitrator and the two arbitrators in turn shall select a third arbitrator, all three of whom shall preside jointly over the matter. The arbitration shall take place at a location that is reasonably centrally located between the parties, or otherwise mutually agreed upon by the parties. All documents, materials, and information in the possession of each party that are in any way relevant to the dispute shall be made available to the other party for review and copying no later than 30 days after the notice of arbitration is served. The arbitrator(s) shall not have the authority to modify any provision of this Agreement or to award punitive damages. The arbitrator(s) shall have the power to issue mandatory orders and restraint orders in connection with the arbitration. The decision rendered by the arbitrator(s) shall be final and binding on the parties, and judgment may be entered in conformity with the decision in any court having jurisdiction. The agreement to arbitration shall be specifically enforceable under the prevailing arbitration law. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under this Agreement.
ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Agreement. This Agreement supersedes any prior written or oral agreements between the parties.
SEVERABILITY. If any provision of this Agreement will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.
AMENDMENT. This Agreement may be modified or amended in writing if the writing is signed by the party obligated under the amendment.
GOVERNING LAW. This Agreement shall be construed in accordance with the laws of the State of New York.
NOTICE. Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.
WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.
ASSIGNMENT. Neither party may assign or transfer this Agreement without the prior written consent of the non-assigning party, which approval shall not be unreasonably withheld. SIGNATORIES. This Agreement shall be signed on behalf of FoodNiche Inc. by Bunmi Olayanju, Chairperson of the Board