Contract Provisions

We agree to provide you:

• The sponsorship benefits, as defined in the Sponsor Prospectus.
• A non-transferable, non-exclusive, royalty-free license to use the Midwest Veterinary Conference logos (“Event Marks”), provided upon request, solely to promote your sponsorship of the 2023 MVC in accordance with the terms and conditions of this Agreement.

You agree to provide to us:

• A worldwide, non-exclusive, royalty-free license to use your logos and trademarks (“Sponsor Marks”) in any and all 2023 MVC promotional materials before, during, and after the event.

In the event you change your Sponsor Marks at any time during the Term, you agree that we shall not be obligated to make any changes to materials already produced by us or on our behalf.

If for any reason, we are unable to deliver any of the benefits, we will inform you as soon as reasonably practicable. We may substitute alternative benefits to an equivalent value if this occurs.

We ask you to promptly comply with all reasonable instructions and directions issued by or on behalf of us in connection with the 2023 MVC and its promotion (including, without limitation, any instructions or directions given in relation to the use of the venue at which the Event is being held). We cannot be responsible for any failure or delay in providing any of the sponsorship benefits where such failure occurs directly or indirectly as a result of your delay in complying with any of our reasonable instructions or requests.

You agree to support the 2023 MVC through appropriate marketing and promotional channels and to collaborate with us on any appropriate joint marketing or promotional projects relating to the event.

You agree to supply us with examples of the Sponsor Marks in a suitable format. Any other required graphics shall be submitted to OVMA by the due dates outlined in the Sponsor Prospectus.

You agree that any promotional materials will:

• comply with all relevant laws and regulations;
• comply with any instructions or directions issued by or on our behalf;
• not infringe the rights of any third party or contain any inaccuracies of fact; and
• include any legal or good practice notices if required by us.

You and your employees, agents, and contractors will not do anything which may:

• bring the OVMA and/or MVC into disrepute;
• disparage the event or us;
• damage our goodwill associated with the event; or
• be otherwise prejudicial to the image and/or reputation of the event or us.

You will not engage in joint promotions with any third party in relation to the 2023 MVC without our prior written consent.

In consideration of us providing the sponsorship benefits, you shall pay to us the sponsorship fee in a timely manner not to exceed thirty (30) days after the conclusion of the event.

If OVMA does not receive the sponsorship fees when due, we reserve the right not to or cease to supply any or all of the sponsorship benefits.

All intellectual property rights of Sponsor and Event Marks used to promote the 2022 MVC shall remain solely and exclusively retained by their respective owners. Neither party shall acquire any rights in these marks, including any developments or variations.

You agree that you shall not use the Event Marks in any way that, in our reasonable opinion, connotes that we are forming a partnership or any trading arrangement (other than the sponsorship of the 2022 MVC), or that we endorse any part of your business, trading name, or style.

This agreement will be valid from the date of contract signing until Feb. 18, 2023.

OVMA may terminate this agreement at any time for any reason.

• If terminated for any reason other than Sponsor’s breach of contract, OVMA shall refund any fees received from the Sponsor and return any materials or equipment loaned by the Sponsor for the event, at the Sponsor’s expense.
• If terminated for breach of contract, all outstanding sums owing to us at the date of termination shall become due and payable without deduction or set-off. Where termination occurs before you have received all the sponsorship benefits, we shall charge you such proportion of the sponsorship fee (calculated in good faith) as is reasonable to reflect the value of the Sponsorship Rights received by you prior to the date of termination.

The Sponsor may terminate this agreement for breach of contract after:

• providing at least ten (10) days’ prior written notice specifying the nature of the breach; and
• allowing OVMA at least ten (10) days to resolve such breech.
• If breach occurs less than ten (10) days before the event, Sponsor may terminate this agreement if breach is not resolved by the first day of the event.

Sponsor will indemnify, defend, and hold OVMA, its staff, and its volunteers harmless from and against any claims relating directly or indirectly to, or arising from, content posted on the Sponsor’s respective website, use of Sponsor materials, or use of Sponsor’s logos and trademarks.

OVMA will not be liable to Sponsor for:

• any loss of profit, loss of or damage to data, loss of anticipated savings or interest, loss of or damage to reputation or goodwill; or
• any indirect, special or consequential damages, loss, costs, claims or expenses of any kind.

We will not be deemed to be in breach of this Agreement or otherwise liable to you for any failure or delay in performing our obligations under this Agreement as a result of:

• an event or series of connected events outside of our reasonable control and/or the reasonable control of our sub-contractors and/or suppliers as applicable.
• This includes, without limitation, strikes or other industrial disputes; failure of a utility service or transport network; acts of God; war; riot; civil commotion; terrorism; malicious damage; compliance with any law or governmental order, rule, regulation or direction; accident; breakdown of plant or machinery; fire; flood; storm; or health events, including pandemics.