Vessi Footwear Community Fund Partnership Agreement
THIS AGREEMENT (“Agreement”) is made by and between Vessi Footwear LTD, a Canadian corporation with offices at 196 W 6th Ave, Vancouver, BC V5Y 1H7, Canada (“Vessi” or the “Company”) and [Vessi Community Fund Winner], whose address is [enter address here] (“[Winner]” or the “Partner”). Vessi and [Winner] are sometimes individually referred to as a “Party”, or collectively as the “Parties.”
- Vessi is engaged in the design, manufacture, distribution and sale of footwear and footwear accessories and hats (“Product(s)”) under the trademarked name of “Vessi” (“Trade Name”);
- [Winner] is held accountable for these [charitable acts]
- Vessi is has committed to give a donation to [Winner] that allows them to help their local community in [charitable acts].
- [Winner] wishes to participate in the Vessi Footwear Community Fund to help their community as a Partner.
NOW THEREFORE, in consideration of the mutual promises and covenants contained herein and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound, agree as follows:
Partnership products and services details:
[Winner] agrees to participate as a Vessi Community Fund Partner in accordance with the partnership details described in Schedule A below.
The preliminary term of this agreement is April 15, 2020, in accordance with the details of the Vessi Community Fund 2020 campaign described in Schedule A below.
Thereafter, the Vessi Community Fund partnership will run indefinitely until the charitable act is complete
[Vessi] agrees to compensate [Winner] in accordance with the terms listed in Schedule A below.
Immediately if either party fails or refuses to fulfill an obligation under this agreement, and the breaching party fails to remedy the breach within 14 days days of receipt of written notice of the breach from the other party. The non-breaching party may terminate this agreement effective immediately after the expiration of the 14 day cure period.
By either Party within 30 days written notice. [Winner] shall upon termination pay Vessi any unpaid amounts for products and services rendered up to the termination date.
The Parties recognize that, in the course of the Agreement, the Parties may conceive, create, review or receive information considered by the Parties to be confidential or proprietary, including without limitation information or materials relating to business plans, marketing, intellectual property, ideas, data, improvements, financial information, and customer or supplier lists (“Confidential Information”)
The Parties shall maintain any and all Confidential Information in strict confidence, except if and to the extent such Confidential Information has been made publicly available by a person or entity other than the Parties.
The Parties shall use all reasonable precautions to ensure that Confidential Information is protected from unauthorized disclosure; and
The Parties shall not use any Confidential Information for the benefit of any person or entity other than the Parties, and only then with the Parties mutual written consent.
[Winner] acknowledges that Vessi and or affiliates thereof shall remain the exclusive owners of all the intellectual property rights, including but not limited to trademarks, trade names, services marks, slogans, designs, and copyrights in and associated with Vessi and Vessi Community Fund and their related brands and logos including any and all related, derivations, trade secrets, and know-how (collectively and individually, “Vessi Trademarks”). [Winner] shall not contest, directly or indirectly, the title or validity in and to the Vessi's Trademarks or any application for or registration of Vessi Trademarks.
Provided that [Winner] uses Vessi materials in a manner consistent with any applicable third party licenses, releases and agreements and except as otherwise provided below, Vessi shall indemnify [Winner l] and its employees, officers, directors, shareholders, licensees and agents against any loss, cost, liabilities and expenses, including reasonable attorney fees, [Winner] may incur as a result of any claim pertaining to libel, slander, defamation, copyright infringement, invasion of privacy, piracy and/or plagiarism arising from any material prepared by Vessi for [Winner].
[Winner] shall be responsible for the accuracy, completeness, and propriety of information concerning its organization, products, competitor’s products and services that [Winner] shares with Vessi. Accordingly, [Winner] agrees to prompt defend, immediately and hold Vessi harmless from and against any claim, damage, loss or expense, including reasonable attorney’s fees and costs, that Vessi may sustain as a result of any claim, suit or proceeding brought or threatened against Vessi (i) based on any information or materials supplied to Vessi by or through [Winner] in connection with Vessi’s services and products provided as part of the Vessi Community Fund partnership approved by [Winner] prior to its publication; (ii) arising out of the nature or use of [Winner’s products or services; or (iii) relating to risks which have been brought to [Winner]’s attention by Vessi where [Winner] has elected to proceed after being so advised of such risks.
Vessi is not liable for any loss or damages arising from the [Winners] actions and spending of funds.
[Winner] agrees to be a sole proprietor conducting charitable acts and is responsible for any damages and harm that arise from the [Winners] actions.
[Winner] agrees to use the the funds from Vessi Community Fund to charitable acts and services.
This Agreement contains the entire understanding and agreement between the Parties with respect to its subject matter, supersedes all prior oral or written understandings and agreements relating thereto, and may not be modified, discharged or terminated, nor may any of the provisions hereof be waived, orally.
This Agreement and any dispute arising thereunder shall be governed by the laws of the province of British Columbia and the laws of Canada applicable to agreements wholly made and to be performed therein, without giving effect to principles governing conflicts of law. Each party irrevocably submits to the exclusive jurisdiction of the provincial and federal courts located in Vancouver, British Columbia with respect to resolution of disputes arising under this Agreement.
SCHEDULE A – Vessi Community Fund Partnership Details
[Winner] commits in becoming Vessi Community Fund Partner (“Partner”) with Vessi
[Winner] agrees to commit to utilizing the funds from the Vessi Community Fund funds towards charitable acts and services to their local community
[Winner] agrees not to spend the funds from the Vessi Community Fund for personal benefit.
[Winner] is to provide Vessi and the Vessi Community Fund marketing assets by 7 days after community activation is complete.
is to provide 3-5 photos and 1-3 videos pertaining charitable acts to Vessi Footwear email email@example.com
Partner agrees to post the content below between the window of 7 days after the charitable act is complete on their primary social channels if applicable (e.g. Instagram, Facebook, or Twitter):
Content Guidelines: Partner agrees to the guidelines below:
Post all consecutive content slides on either their Instagram Stories or regular social feed
Post content as provided; no edits or alterations prior to social channel upload
Tagging of @Vessi and use of #makewaves on every Instagram Story slide and feed post caption
Vessi commits to share Partner’s Vessi Community Fund partnership on Instagram stories and blog posts.