PLEASE READ THESE TERMS AND CONDITIONS OF USE, BECAUSE IT CONSTITUTES A LEGALLY BINDING AGREEMENT BETWEEN ORGANIZATION AND CLIF BAR & COMPANY IF ORGANIZATION RECEIVES ANY PRODUCT FROM CLIF BAR, AS DETERMINED BY CLIF BAR IN ITS SOLE AND ABSOLUTE DISCRETION.
Thank you for your interest in the Clif Bar & Company Community Outreach Program ("Program"). By submitting a sponsorship form on behalf of your Organization ("Sponsorship Form"), you represent and warrant that you have the right to bind your Organization ("Organization"), participate in the Program and accept these terms and conditions on behalf of your Organization ("Agreement"). If your Organization receives products from Clif Bar, as determined by Clif Bar in its sole and absolute discretion, ("Products") for the purpose set forth herein, Organization will be bound to this Agreement. Organization's failure to comply with any of the terms in this Agreement shall constitute a material breach.
Event. Organization agrees to conduct the Event(s) at the time and place set forth in the Sponsorship Form. Organization will organize, manage, coordinate and administer the Event, including the development and coordination of the concepts of the Event, planning, programming and operation of the Event, obtain all required permits and authorizations, provide for proper facilities and power, set-up and take down, providing all other actions necessary to conduct the Event in compliance with all applicable laws, rules, regulations and ordinances.
Term. Agreement shall commence as of the day Clif Bar ships the Products from its warehouse, and shall continue in effect until the date that occurs thirty (30) days following the last day of the Event, unless sooner terminated by Clif Bar pursuant to the Termination Section. The period during which this Agreement remains in effect is referred to herein as the "Term."
- Product Distribution. Organization shall not distribute the Products through any other means except for distribution at the Event and in no event shall Organization distribute the Products outside of the United States. Organization shall not resell the Products. In the event that Organization is unable to distribute the total quantity of Products at the Event, Organization shall notify Clif Bar of the number of undistributed Products. Organization shall properly destroy or dispose of any excess Products at Organization's expense. A breach of this section shall be a material breach of this Agreement.
- Product Title and Ownership. Organization shall keep all Products free and clear of any liens, claims, security interests and other encumbrances. \
- Storage of Products. Organization shall store the Products in a controlled environment to ensure the integrity, safekeeping and security of the Products and shall not export the Products from the United States or sell them. Organization shall segregate all Products from other goods. Organization shall take reasonable measures to secure and protect the Products stored in the facility from loss or damage. Such measures shall include the same degree of care that Organization uses to protect its own products and stock. Organization shall ensure that Products are stored in sanitary and suitable conditions for edible food products and that the Products are not stored with hazardous materials, garbage and waste products.
Exclusivity. Organization agrees that Clif Bar shall be the official and exclusive promoter, supplier and distributor of the sponsorship category or categories that apply to the Products ("Sponsorship Category(s)") With respect to the Sponsorship Category(s), the Organization shall not use, promote, distribute or permit the use, promotion or distribution in any way at the Event any products similar to, in common categories with, or otherwise like the Clif Products, regardless of the intent or function of those products (e.g. pro-biotic, raw, gluten free, etc.), and shall not display at the Event, in any way, the logos, trademarks, brands or other identifying characteristics of any maker, distributor and/or seller of products in the Sponsorship Category(s) other than Clif Bar.
The Sponsorship Category(s) shall be as follows:
- If Organization receives, Clif Bar, Clif Mojo Bars, Clif Builder's Crunch Bar, Clif Kit's Organics and/or Luna Bars, Organization shall not use, promote, distribute or permit the use, promotion or distribution in any way at the Event any products substances, including but not limited to, products intended or marketed to promote or enhance energy, well-being or athletic performance through the delivery of various solid food substances, including, without limitation, energy bars, protein bars or balls, nutrition bars, granola bars, trail mix bars, energy chews, fruit chews and any similar products.
- If Organization receives Clif Shot Gels, Clif Shot Electrolyte, Clif Shot Bloks, and/or Clif Shot Rocks, Organization shall not use, promote, distribute or permit the use, promotion or distribution in any way at the Event of any products, including but not limited to, chews, gels and liquid substances (including powder substances intended to be mixed with water) marketed to promote or enhance energy, well-being or athletic performance through the delivery of various food substances, including, without limitation, electrolytes, calories, carbohydrates, herbs, minerals, vitamins, protein, etc.
- If Organization receives, Clif Kid Zbar, Clif Kid Zbar Crispy, Clif Kid Zfruit, Organization shall not use, promote, distribute or permit the use, promotion or distribution in any way at the Event any products for kids or kids and adults intended or marketed to promote or enhance energy, well-being or athletic performance through the delivery of various solid food substances, including, without limitation, energy bars, protein bars, nutrition bars, granola bars, trail mix bars, other snack bars, fruit leather, fruit roll ups, fruit ropes, fruit chews and any similar products.
Permitted License and Use Restrictions. Clif Bar hereby grants Organization, during the Term, a limited, nontransferable, non-exclusive royalty-free right and license to use Clif Bar's trademarks, solely in the form approved and provided by Clif Bar (the "Marks") and solely in association with the marketing, advertising and promotion of the Event. Organization's use of Clif Bar's Marks in any marketing and/or advertising materials for three (3) or more Events during the Term shall be subject to Clif Bar's prior written approval. If Clif Bar does not respond to the Company's request for approval within ten (10) working days after the Organizations request, such request shall be deemed approved. Organization agrees that upon termination of this Agreement, for any reason, Organization will immediately cease use of all Marks and will destroy any and all materials using the Marks. Organization shall not use the Marks in a manner that: (i) impairs the validity or enforceability of the Marks; (ii) in any way disparages or dilutes the Marks; (iii) reflects adversely upon the good name of Clif Bar or upon the goodwill and reputation associated with the Marks; or (iv) violates any applicable law, regulation or ordinance or rule of any governmental authority. Nothing contained herein shall be construed as an assignment of any right, title and/or interest in and to the Marks, it being understood that all rights, title and interest relating to the Marks are expressly reserved by Clif Bar. Organization agrees that their use of the Marks shall inure to Clif Bar. Clif Bar (and, if applicable, its respective licensors) will at all times own the products, content, trademarks, logos and all other intellectual property and copyrighted materials owned by it prior to the execution of this Agreement and/or developed by it for the purposes of this Event. Organization will not use Clif Bar's intellectual property outside of the terms expressly set forth herein without first securing written permission from Clif Bar. Organization agrees that it will in no way contest or deny the validity of, or the right, title or interest of Clif Bar or to, its respective intellectual property rights and will not encourage or assist others directly or indirectly to do so, during the lifetime of this Agreement and thereafter. Organization agrees that upon termination of this Agreement, for any reason, Organization will immediately cease use of all Marks and will destroy any and all materials using the Marks.
Representation and Warranties. Organization specifically represents, warrants, and covenants to Clif Bar that: (a) Organization has the full right and legal authority to enter into and fully perform these terms and conditions and will do so in accordance with applicable laws, rules and regulations; (b) Organization has the right, and will continue to have the right, to grant Clif Bar all of the rights granted to in or under this Agreement without infringing on the rights or interests of, or breaking or violating any agreement with any other person or entity; (c) Organization has, or will have, all government licenses, permits, and other authorizations reasonably necessary to conduct the Event; and (d) Organization will provide appropriate qualified medical assistance on hand and/or readily available at the Event to render medical attention in the event of an injury or accident.
Termination. Without prejudice to any other rights or remedies that Clif Bar may have, Clif Bar may terminate this Agreement at any time without notice from Clif Bar. Organization's rights under this Agreement will terminate automatically without notice from Clif Bar if Organization fails to comply with any term(s) of this Agreement. Upon termination of this Agreement, for any reason, Organization shall immediately cease use of the Marks and distribution of the Products. Organization shall either return to Clif Bar, destroy or properly dispose of any undistributed Products at Organization's expense.
Independent Contractor. The relationship between Clif Bar and the Organization is solely that of independent contractors, and nothing in this Agreement shall cause the Organization to be considered an agent, employee, joint venturer or legal representative of Clif Bar; nor shall the Organization hold himself out as an agent, employee, joint venturer or legal representative of Clif Bar.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of California. Exclusive venue for any dispute under this Agreement shall be the Alameda County Superior Court, California. Any controversy or claim arising out of or relating to this Agreement, or any alleged breach thereof, shall be first subject to mediation conducted in San Francisco, California by JAMS/Endispute, each party to bear its own attorney's fees and costs to share equally the costs of mediation.
Nonassignability. Neither this Agreement nor any interest herein shall be assigned, transferred, hypothecated or otherwise conveyed, whether by operation of law or any other means, by the Organization without the prior written consent of Clif Bar, which may grant or deny its consent in its sole discretion.
Insurance. Organization shall maintain, at its own expense during the Event, a standard comprehensive general liability policy written by a United States insurance organization in the face amount of $2,000,000 each occurrence with no aggregate, which policy shall (i) specifically cover the Organization's incidental contractual obligations; (ii) provide standard product liability protection and (iii) provide coverage against claims of damage and/or injury to persons or property.
Indemnity. Organization will indemnify, defend and hold harmless Clif Bar, its parent, subsidiary and affiliated corporations and their respective directors, officers, employees, agents, successors and assigns, from and against any and all claims, damages, liabilities, losses, government proceedings and costs and expenses, including reasonable attorney's fees and costs of suit, arising out of any alleged or actual breach of this Agreement or inaccuracy of any warranty or representation made by it or any negligent act or omission by it in the performance of this Agreement. Clif Bar shall have the right to approval counsel. Clif Bar shall have the right to conduct such defense; provided, however, that Clif Bar may, should it choose to do so, be represented by its own counsel at its own expense. Organization will not settle or compromise any such claim without first obtaining Clif Bar's prior written consent, which consent shall not be unreasonably withheld or delayed. If both parties hereto agree to settle a claim or action, neither party will disclose the settlement or permit the person bringing the claim to disclose the settlement without first obtaining the other party's written consent thereto, which consent shall not be unreasonably withheld or delayed.
THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN ORGANIZATION AND CLIF BAR AND SUPERSEDES ANY AND ALL OTHER TERMS, REPRESENTATIONS, PROMISES OR DISCUSSIONS REGARDING THE CLIF BAR COMMUNITY OUTREACH PROGRAM. ONLY CLIF BAR HAS THE AUTHORITY TO AGREE TO AMENDMENTS TO THIS AGREEMENT AND TO BE AND BE CONSIDERED BINDING, ANY AMENDMENTS MUST BE IN WRITING AND EXECUTED BY CLIF BAR.