3. ADVERTISING AND SPONSORSHIP BENEFITS: The Sponsor will receive the benefits attributable to chosen sponsorship level, as set forth in the Sponsorship brochure.
4. SIGNAGE: Except as otherwise agreed by the parties, Sponsor shall be responsible for any and all expenses, including those directly or indirectly related to the installation, fabrication, erection, development and/or installation of any signage at the PMF. The VoP may reject, in its reasonable discretion, any signage or element thereof that it deems unsuitable in content or format for the space designated to Sponsor.
5. SPONSOR MATERIALS: Sponsor is responsible, at its sole cost and expense, for securing any consents, licenses, waivers, or any other third-party copyrights, trademarks, service marks, publicity, or privacy rights in connection with any images, art files, music, video or other materials used or provided by Sponsor in connection with this Sponsorship Agreement (e.g., any signage, logos, web site branding, etc.).
6. SPONSOR PERSONNEL: Sponsor shall ensure that all Sponsor personnel will follow the rules and instructions provided by representatives of the VoP, on site at the PMF or otherwise, in connection with this Sponsorship Agreement (e.g., safety, ingress and egress, scheduling, etc.).
7. FORCE MAJEURE: Sponsor acknowledges and agrees that the PMF is subject to cancellation in the event of inclement weather, or other force majeure event, as determined in the reasonable discretion of the VoP. Accordingly, any sponsorship benefits to be provided on the day of the PMF may be withdrawn in the event that the PMF is canceled. VoP shall have no liability to Sponsor in the event of such cancellation of PMF, and no portion of the Sponsorship Fee shall be refunded.
8. INDEMNIFICATION: Sponsor agrees to indemnify, defend and hold harmless the VoP and its directors, officers, employees, agents and representatives from and against any claim, suit or proceeding arising from following: (A) Any breach or alleged breach of this Agreement by Sponsor; (B) Any personal injuries or property damage caused or allegedly caused by the negligence or intentional acts of the Sponsor, its personnel or persons under their control; and (C) Any alleged or actual false advertising, fraud, misrepresentation, libel or slander; illegal competition or trade practice; infringement of trademarks, trade names or titles; violations of rights of privacy or publicity; or infringement of copyrights or proprietary and intellectual property rights arising in connection with the use or display of any sponsor materials or signage. Sponsor further agrees to reimburse any VoP indemnitee for any and all losses, damages, liabilities, costs or expenses (including reasonable attorneys’ and professionals’ fees and disbursements) incurred in connection with investigating, preparing, pursuing or defending any third-party action, claim, suit, investigation or proceeding arising from any of the above (whether or not pending or threatened, and whether or not any VoP Indemnitee is a party).
9. INSURANCE: [Applies ONLY to sponsors that will have a display or booth at the Festival site. Cross this section out if it does not apply.] Sponsor warrants and represents that it has (or will secure prior to the PMF) and will maintain at its sole cost and expense, effective as of the date hereof and continuing for at least one year after the end of the Term: (a) Workers’ compensation insurance in compliance with statutory laws. (b) Commercial general liability insurance, including contractual liability and personal injury liability, with minimum limits of $1 million per occurrence and $2 million general aggregate. (c) Umbrella liability insurance, in excess of (b) above, with minimum limits of: $2 million per occurrence and $2 million general aggregate.
10. MISCELLANEOUS. In case any provision contained in this Agreement, or any application thereof, shall be deemed invalid, illegal or unenforceable, the affected provisions shall be construed and deemed rewritten so as to be enforceable to the maximum extent permitted by law, thereby implementing to the maximum extent possible the intent of the parties hereto. The validity, legality and enforceability of the remaining provisions contained in this Agreement shall not in any way be affected or impaired thereby