WITNESETH: That for and in consideration of the mutual promises and agreements set forth herein, Exchange Club of Charleston, Inc. (“ECC”), as owner and operator of the Triple B Cowboy Challenge and BBQ Throw Down, and the organization listed herein (“Sponsor”) agree to the following terms and conditions for sponsorship of the Triple B Cowboy Challenge and BBQ Throw Down held at Exchange Park, Ladson, SC:
1) Sponsor shall have all rights for sponsorship level listed herein for the upcoming ECC with all rights, privileges and benefits specified herein. The total Sponsorship Fee shall be as listed herein. Full payment of this fee to the ECC shall be made by Sponsor no later than August 1st of each year.
2) Sponsor hereby agrees, for itself, its agents, its successors, and its assigns, to indemnify, defend and hold harmless the ECC, its officers, employees and other agents from and against any and all demands, damages, claims, actions, suits at law and/or equity, awards or settlements (including the payment of attorney’s fees) of any kind that result from any injuries or damages occurring or arising out of this Agreement, Sponsor’s presence on or use of ECC property or facilities, or any event occurring on ECC property, except for claims arising solely out of or resulting from any grossly negligent act or omission, or willful malfeasance, on the part of the ECC or its agents in connection with the ECC’s obligations under this Agreement. This Agreement shall, in all respects, be governed, construed, applied, and enforced in accordance with the law of the state in which the Property is located.
3) The ECC reserves the right, without prior notice, to terminate this agreement and to remove and/or cancel all access, any signage or advertising relating to Sponsor if any actions or advertising of Sponsor or Sponsor’s products is deemed, in the sole discretion of the ECC, to reflect negatively on the ECC or to be detrimental to the best interests of the ECC.
4) This sponsorship agreement is effective for the ECC and shall automatically renew on an annual basis unless written notice is received by ECC prior to April 1st of each year. All payments will be setup for automatic ACH/eCheck billing each year and shall occur after May 1st and prior to the start of the ECC.
5) Parties agree that this contract, including the additional terms and conditions set forth in any attachments hereto, expresses the entire agreement between the ECC and the Sponsor. This agreement can be changed only by a subsequently written instrument signed by both parties. All agreements are subject to approval by the Board of Directors of the ECC. All agreements may be terminated with 7 calendar days notice by the ECC prior to or after the start of each fair for cause.
6) Except as otherwise provided herein, either party may cancel this agreement, and neither party will be deemed to be in default of its obligations under this agreement, if the Event is prevented by: (a) force majeure, war, fire, earthquake, hurricane, tropical storm, wind flood, act of God, riot, or civil commotion occurring at the facility; or (b) any law, ordinance, rule, regulation, or order of any public or military authority stemming from the existence of economic or energy controls, hostilities, epidemic, pandemic, war, or governmental law and regulation; or (c) labor dispute which results in a strike or work stoppage affecting the facilities or services described in this agreement. If a force majeure issue occurs, both parties are relieved of their obligations to one another under this agreement and all deposits will be refunded. If any such release from this agreement for force majeure issues occurs, the Park agrees to offer Sponsor alternate dates(s) to reschedule the Event if desired, based upon availability.