Sponsor Agreement

Build IT LIVE 2024
Sponsorship Agreement for Build IT Events

1. INCORPORATION: This is an Agreement between IT By Design ® (“ITBD”), as organizer of the IT By Design ® Build IT Conference and the undersigned sponsor (“Sponsor”) for one or more of the sponsorship opportunities selected herein (collectively referred to as “Sponsorship”). By signing the quote, Sponsor is bound by the terms and conditions set forth herein. In the event Sponsor fails to comply with any term listed within this agreement, ITBD may cancel this Agreement for breach and Sponsor shall forfeit all rights under this Agreement and the right to participate in Sponsorship. Sponsor’s participation in Build IT is subject to ITBD’s sole approval. ITBD may cancel this Agreement and Sponsor’s participation by refunding all Fees paid if ITBD determines, in its sole discretion, that Sponsor or its products detract from the intent and purpose of the Event. ITBD makes no warranties regarding the number or background of Event attendees, participants, or recipients. Event dates, hours and venue are subject to change.

2. EMPLOYEE PARTICIPATION: All Sponsor attendees must be employees or contractors of the Sponsor and all promotions and offerings at the Event are limited to products and services offered by Sponsor. Sponsor cannot represent other companies or 3rd party products and services at the Event without the express written consent of ITBD.

3. ADVERTISING: Sponsor must obtain ITBD’s prior written approval for (i) all publicity releases and other advertising referencing ITBD, (ii) any promotional materials, signs and banners used in connection with or at the Event, and (iii) its use of any logo, name, trademark, service mark, trade name or other commercial or product designation of ITBD or any Build IT service which must also adhere to ITBD’s standards, restrictions and guidelines.

4. SPONOSR MATERIALS & ADVERTISING: Sponsor is responsible for providing ITBD with all camera-ready art, ad copy and company logos for use in connection with Sponsor’s Sponsorship and Event participation. Sponsor grants ITBD a worldwide, non-exclusive right and license to copy, use, and distribute Sponsor’s trademark, logo and copyrighted materials for ITBD’s or its agents’ purpose in promoting and organizing the Event. Sponsor represents and warrants that it will not violate any proprietary rights of third parties in connection with its participation in the Event, including but not limited to the performance, distribution, or posting of copyrighted material without a license, assignment, or other legally effective permission. Sponsor acknowledges that ITBD or its authorized representatives may conduct interviews, take photos and video, and may stream various aspects and activities of the Event. Sponsor hereby authorizes ITBD and its designees to take and use such statements, photos and videos in connection with the Event and may publish, copyright, distribute, perform, transmit, print, display, and otherwise use, in whole or in part, such materials worldwide in any media, for any or all commercial purposes whatsoever in regard to the Event or ITBD. Sponsor agrees to execute any additional release requested by ITBD, its licensees, or designees in connection with such activity or use of such materials.

5. EVENT ATTENDEE LIST: In the event ITBD has permission to and decides, in its sole discretion, to provide certain Sponsors an attendee list from Build IT, Sponsor represents and agrees that it will use the list (i) for Sponsor’s own business purposes, and will not sell, rent, transfer or otherwise disclose the list, in whole or in part, to any other party, but for activities conducted by a third-party on Sponsor’s behalf; and (ii) in full compliance with all applicable laws, rules and regulations. Any failure by Sponsor to comply with the terms of this section will be deemed a material breach of this Agreement and may result in Sponsor’s ineligibility to participate in future ITBD related events and activities.

6. LIVE EVENTS – SHIPPING: For all LIVE events, shipping and handling arrangements must be made as directed in the Sponsor Exhibitor Kit provided by ITBD. ITBD is not responsible for shipping and/or receiving of exhibit materials. To the extent that ITBD incurs additional shipping and/or receiving expenses for exhibit materials the Sponsor shall be responsible for such costs and will be invoiced by ITBD.

7. LIVE EVENTS – SECURITY: For all LIVE events, each Sponsor is responsible for its own materials and other property at all times. ITBD will not be liable to the Sponsor for any loss, damage or injury to the property of the Sponsor, its agents or employees, from theft, damage by fire, accident or any other causes. ITBD strongly suggests that all valuable items be secured by the Sponsor. ITBD does not maintain security or insurance covering the Sponsors’ property. Each Sponsor assumes the entire responsibility and liability for losses, damages, and claims arising out of any injury or damage to Sponsor’s displays, equipment and other property brought upon the premises of the Event Venue.

8. OBSERVANCE OF LAWS – SAFETY: Each party shall abide by all applicable laws, regulations, and ordinances of any applicable government authority and all rules of the facility in which the Event is held. Each party agrees to comply with any reasonable instructions given by any authority regarding fire precautions and safety. All decorations, displays, and exhibits, together with incidental fittings, must conform fully to the regulations and requirements of local authorities, ITBD, and the facility.

9. FEES: At the time of signing this agreement, a 10% deposit will be invoiced and due immediately by the Sponsor. The remaining total sponsorship fee shall be paid in two installments. The final payment should be processed no later than 60 days prior to the event date. If a Sponsor is submitting this Agreement within 30 days of the Event, full payment is required upon signing. ITBD retains the right to terminate this Agreement for failure to remit payment prior to event start.

10. REFUNDS & CANCELLATIONS: All Sponsorship Fees are non-refundable; provided, however, that if the Build IT conference is cancelled and not re-scheduled within six (6) months after the original scheduled date, then Sponsor shall be entitled to a refund of the applicable amounts paid to Build IT under this Agreement. Any fees paid by Sponsor for any Sponsorship level or à la carte add on items, if canceled for Sponsor’s breach, will be retained by Build IT and waived by Sponsor to accommodate, as liquidated damages, the damages incurred by Build IT resulting from such breach.

11. INDEMNITY: Sponsor and Organizer agree to mutually indemnify, defend and hold harmless officers, directors, employees, agents, affiliates, successors and assigns from and against any and all claims, demands, losses, liabilities, actions, lawsuits, proceedings, judgments, awards, costs and expenses (including reasonable attorneys’ fees) arising, in whole or in part, out of any breach of this Agreement by Sponsor or any act or omission by Sponsor or any employee, agent, contractor, subcontractor or representative of Sponsor in connection with or relating to this Agreement including, without limitation, any injury or bodily harm to anyone at any onsite Event and/or damages caused to the Event venue.

12. LIMITATION OF LIABILITY: Sponsor assumes responsibility for safeguarding and insuring and assumes all liability relating to its own property at the Events. In no event, will ITBD or the venue hosting Build IT, or any of ITBD’s contractors, affiliates, agents, officers, directors, or employees be liable for indirect, incidental, consequential, or exemplary damages or lost profits for any of their acts or omissions in connection with this Agreement or the Event, whether or not they have been apprised of the possibility of such damages or lost profits. Sponsor and Organizer agree to mutually limit liability in connection with the Event, to the amount actually paid by Sponsor.

13. FORCE MAJEURE: ITBD shall not be liable or responsible for any failure by ITBD to comply with the terms of this Agreement due to causes beyond its reasonable control, including, but not limited to government forced shutdown, pandemic, fire, storm, flood, accident, acts of war, insurrection, terrorism, labor disputes, acts of God, failure of communication systems or networks and acts of third parties.

14. CONFIDENTIALITY: For the purposes of this Agreement, Confidential Information means (i) any and all non-public information of yours that we access pursuant to our provision of the Services or that is provided to us by you, including but not limited to your customer data, customer lists, internal documents, and related information, as well as (ii) ITBD’s proprietary policies and procedures, and ITBD’s pricing rates and schedules. Confidential Information will not include information that: (i) has become part of the public domain through no act or omission of the receiving party, (ii) was developed independently by the receiving party, or (iii) is or was lawfully and independently provided to the receiving party prior to disclosure by the disclosing party, from a third party who is not and was not subject to an obligation of confidentiality to the disclosing party or otherwise prohibited from transmitting such information.
    Use. Each party will keep the other party’s Confidential Information confidential and will not use or disclose such information to any third party for any purpose except (i) as expressly authorized by the discloser in writing, or (ii) as needed to fulfill the receiving party’s obligations under this Agreement. In any event, a party receiving Confidential Information shall tailor its permitted disclosure to the minimum amount necessary to fulfill that party’s obligations under this Agreement.
    Due Care. Each party will exercise the same degree of care with respect to the Confidential Information it receives as it normally takes to safeguard and preserve its own confidential and proprietary information, which in all cases will be at least a commercially reasonable level of care.
    Compelled Disclosure. If a party is legally compelled (whether by deposition, interrogatory, request for documents, subpoena, civil investigation, demand or similar process) to disclose any of the Confidential Information, it will immediately notify the other party in writing of such requirement so that the other party may seek a protective order or other appropriate remedy and/or waive the receiving party’s compliance with the provisions of this Section. The receiving party will use its best efforts, at the disclosing party’s expense, to obtain or assist the disclosing party in obtaining any such protective order. Failing the entry of a protective order or the receipt of a waiver hereunder, a receiving party may disclose, without liability hereunder, that portion (and only that portion) of the Confidential Information that it has been advised, by written opinion from its counsel, that it is legally compelled to disclose.
    Business Associate. If we enter into a business associate agreement (“BAA”) with you for the protection of personal health information, then the terms of the BAA will be read in conjunction with the terms of the confidentiality provisions of this Agreement. The terms that protect confidentiality most stringently shall govern, and conflicting privacy- or confidentiality-related terms shall be governed by the BAA.

15. GENERAL PROVISIONS: The rights and obligations of Sponsor under this Agreement may not be transferred, assigned, sublet, or otherwise disposed of without the prior written consent of ITBD. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. No modification of this Agreement will be binding unless it is in writing and signed by both parties. The failure to enforce or the waiver by either party of one default or breach by the other will not be considered to be a waiver of any subsequent default or breach. There are no third-party beneficiaries to this Agreement. Sponsor agrees to abide by the terms and conditions of the venue hosting event. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey without reference to the choice of law principles thereof. Sponsor hereby submits to the jurisdiction of the state and federal courts of the State of New Jersey for all proceedings arising out of or relating to this Agreement. This Agreement does not create, nor shall it be represented by either party to create a partnership, joint venture, principal-agent, or other relationship whatsoever between the parties hereto. Neither party shall have, nor represent to have, authority or power to obligate or bind the other party by agreement, warranty, representation or otherwise in any manner whatsoever, without the other party’s prior written consent.

16. ACCEPTANCE: By accepting and e- signing this quote, you are agreeing to all the terms and conditions in this agreement, and you represent that you are authorized to execute this Agreement on behalf of the Sponsor and that the Sponsor agrees to the terms and conditions set forth in this Agreement. Agreements executed electronically have the same force and effect as if executed in writing.

Last updated on May 06, 2024.