HomeMy WebLinkAboutDIAGEO AMERICAS SPONSORSHIP SPONSORSHIP AGREEMENT
BETWEEN
DIAGEO AMERICAS, INC.
AND
City of Jeffersonville
This Sponsorship Agreement (the "Agreement") is entered into by and between Diageo Americas, Inc. ("Diageo" or
Sponsor")and City of Jeffersonville ("Organizer") for an event known as Jeffersonville Riverstage (the "Event").
NOW, THEREFORE, in consideration of the promises and the mutual covenants and conditions hereinafter set forth,
and intending to be legally bound, the parties agree as follows:
1. SPONSORSHIP AND FEE: Organizer shall not offer rights of sponsorship for the Event to any entity that does
business within the same beverage category as the Brand(s) without first obtaining the written consent of Diageo. The
sponsorship fee shall be payable by Diageo or its agent(s)to Organizer in accordance with the terms set forth in Exhibit
A. If the Event is cancelled prior to commencing for any cause whatsoever not the fault of Diageo, including, a force
majeure event, Diageo shall be entitled to a refund of the sponsorship fee, any in-kind item(s) and any other funds paid
to Organizer. If the Event is discontinued after commencing, but prior to completion, for any cause whatsoever not the
fault of Diageo, Diageo shall be entitled to a partial refund of its sponsorship fee on a pro-rata basis, taking account of
the benefits of sponsorship it had derived prior to the date the Event was discontinued.
2. TERM: The term of this Agreement begins on the date of execution by the last party to sign ("Effective Date")
and ends at the conclusion of the Event("Term").
3. DIAGEO'S OBLIGATIONS: In addition any to obligations set forth in Exhibit A, Diageo shall have the following
obligations:
A. Logo. Unless otherwise agreed by the parties, Diageo shall provide to Organizer or its designated
agent, camera-ready artwork for the Brand(s) for use in designing printed materials. No other format for the Brand(s)
shall be utilized without the prior express written approval of Diageo.
B. Advertising Messages. Diageo shall provide Organizer with suggested copy for advertising messages
to be used in connection with the Event.
4. ORGANIZER'S OBLIGATIONS: In additional to any obligations in Exhibit A, Organizer shall be responsible for
the creation, coordination and management of the Everit, including, without limitation, (1)obtaining any licenses, permits
or other authority required to conduct the Event (2) providing for all Event facilities, equipment and fixtures; (3)
maintaining adequate security and assuring responsible behavior on the part of Event participants; (4) providing
adequate sanitary facilities; (5) arranging for any food or be.,4'-4;3. service; and (6) clean-up.
5. MUTUAL OBLIGATIONS
A. Indemnification. Each party (the "Indemnitor') sha ;ndemnify, defend and hold harmless the other
party, its parents, affiliates and subsidiaries, and all of their respective officers, directors, shareholders, employees,
agents, legal representatives, contractors, guests and third parties, successors, and assigns (the "Indemnitee(s)") from
and against any and all damages, losses and all claims,counterclaims,suits,demands,actions,causes of action,setoffs,
liens, attachments, debts, judgments, liabilities or expenses including, without limitation, reasonable outside attorneys'
fees and legal costs by reason of any claim, suit or judgment ("Claims") arising or alleged to arise from, or relating to:
(1) any material breach of this Agreement by an Indemnitor; (2) any injury of any type (including but not limited to
sickness, disease or loss of life)to any person or entity, or damage to any property, or any other Claim, which (a) in the
case of Organizer, directly or indirectly results from an action or omission of Organizer in connection with the creation,
coordination, operation, or management of the Event, or (b) in the case of Diageo, directly or indirectly results from an
action or omission by Diageo in connection with its participation in the Event; or(3) any violation of intellectual property
rights, right to publicity rights or any other equivalent rights under state or federal law, by an Indemnitor arising from the
Event. The Indemnitor agrees that it may not, without the Indemnitee(s)' prior written consent, enter into any settlement
or compromise of any Claim that results in any admission of liability or wrongdoing on the part of the Indemnitee(s) This
indemnity shall survive the termination or expiration of this Agreement.
B. Insurance. Each party, at its sole cost and expense, at least five (5) days prior to the Event, shall
provide the other party upon request, with a certificate of insurance from its qualified and licensed insurer certifying
that such party has a commercial general liability insurance policy on an occurrence form in force with at least three
million dollars($3,000,000) single limit liability that shall include coverage for contractual liability and independent
contractors. Each party shall name the other party as an additional insured. Each party shall also maintain Workers'
Compensation and Employers Liability insurance, as required by law.
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6. INTELLECTUAL PROPERTY
A. Use of Diageo Intellectual Property. Organizer acknowledges and agrees that any trademarks, trade
names, artwork, designs, logos, photographs, copy, and all other intellectual property provided to Organizer by Diageo
or its agents(collectively, "Diageo Intellectual Property")may be used by Organizer solely in connection with Organizer's
advertising and promotion of Diageo's sponsorship of the Event and only during the Term; that all right, title, and interest
in and to the Diageo Intellectual Property is and shall remain the sole and exclusive property of Diageo or its licensors;
and that Organizer shall acquire no rights therein by reason of this Agreement. Diageo shall approve all advertising and
promotional materials containing any Diageo Intellectual Property in writing prior to Organizer's use on any such
materials. Organizer shall conduct its obligations hereunder in a manner so as to preserve the goodwill of the Diageo
Intellectual Property.
B. Use of Event Name and Intellectual Property. Subject to final review and approval of Organizer,
Diageo may, if it so desires, use the Event name and Event trademarks, tradenames and logos (the "Event Intellectual
Property"), and reference its participation in the Event, in Diageo's own advertising and publicity, and may display posters
and other approved and appropriate advertising for the Event at retail points-of-sale and in other advertising and/or
publicity, whether physical, online, or digital, provided that in such advertising or publicity Diageo uses the name of the
Event and any Event Intellectual Property without modification and only in connection with efforts to promote Diageo's
participation in the Event. Further, Diageo may use the Event Intellectual Property indefinitely to factually refer to
Diageo's participation in or sponsorship of the Event for PR or informational purposes.
7. REPRESENTATIONS AND WARRANTIES
A. General. Each party hereby represents and warrants to the other that: (1) it will comply with any and
all federal, state, and local laws, rules, and regulations governing the Event; (2)it has the right and authority to enter into
this Agreement; (3) the execution and performance of this Agreement will not violate or conflict with the provisions of
any agreement by which it is bound; and (4) no intellectual property, photographs, copy or other materials furnished to
the other party in connection with this Agreement, when used without modification, will violate or infringe upon the
intellectual property rights of any third party.
B. Alcohol Beverage Sales.
1. Organizer represents and warrants h '- ' no monies paid for Organizer's services relating
to this Agreement are intended to be or will be passed on by . ..er ro any alcohol beverage retail licensee, whether
as an inducement to any such retailer to purchase any alcohol bi,.<<,t,aga produced, sold or offered for sale by Diageo or
otherwise, nor will any such monies be used to defray any costs that any alcohol beverage retailer would incur in the
conduct of its business, including, but not limited to, the purch;seg of advertising; and (b) Organizer does not directly or
indirectly hold any licenses permitting the sale of alcohol beverages at retail.
2. Sponsor represents and warrants that (a) Sponsor has no agreement with any alcohol
beverage retail licensee related to this Agreement; (b) Sponsor's sponsorship of the Event is in no way conditioned on
any requirement or understanding that Organizer or any third party will require any alcohol beverage retail licensee to
purchase any alcohol beverage produced, sold or offered for sale by Sponsor; and (c) Sponsor does not desire, agree,
expect or intend to induce Organizer or any third party to purchase and/or resell any beverage alcohol product produced,
sold, or offered for sale by Sponsor.
C. Social Responsibility. With respect to their respective participation in the Event, neither party shall
promote excessive consumption of alcohol beverages, allow sales to persons under the legal purchase age, or engage
in advertising or promotional activities associated with the Brand(s)that are tasteless or indecent, or that portray alcohol
beverages in a negative manner. Each party shall comply with the Diageo Marketing Code
(https://www.drinkiq.com/PR1102/media/19279/dmc us 2016-003.pdf) in all activities related to the Event.
8. Entire Agreement: This Agreement constitutes the entire understanding between the parties with respect to the
Event and supersedes all prior or contemporaneous oral or written agreements, representations or understandings in
regard thereto. This Agreement cannot be changed except in writing signed by both parties. This Agreement may be
executed in one or more counterparts, each of which shall be deemed an original, but all of which together will constitute
one and the same instrument.
[Agreement Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above
written.
DIAGEO AMERICAS, INC. City of Jeffersonville
By:
(Sig re) (Signature)
Lindsay Rennin r-Reg'o. .I ManagerIPA 0\
(Print Name&Title) (Print Name &Title)
Date: 3/11/19 l
Date: 3vj I tc)\
RETAILER CERTIFICATION:
IF ANY RETAILER OR CONCESSIONAIRE IS PARTICIPATING IN THE EVENT("Retailer"),then Organizer shall cause
each retailer to sign below to certify that Retailer understands that Diageo does not condition its purchase of any
advertising, display or distribution service, or its participation in any promotional arrangement on Retailer's purchase of
alcoholic beverages produced, sold, or offered for sale by Diageo; and that no such purchase or participation by Diageo
will induce etailer to purchase alcoholic bevera.- sold or offered for sale by Diageo, but that Retailer's purchase and
resale of y alcoholic beverages will e t f independent business decisions and considerations.
(Participa retailer(s) name and signature)
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Exhibit A
Subject to the terms of the Agreement, the parties shall have the rights and obligations set forth below. Unless
otherwise specified below, all capitalized terms used in this Exhibit A will have the meanings ascribed to them in the
Agreement.
1. SPONSORING BRAND(S): Seagram's 7 Crown Whiskey(the "Brand(s)")
2. EVENT DETAILS:
a. Description of Event: Date(s): Jeffersonville Riverstage seasonal sponsorship for concerts and
shows
b. Date(s): May 31st—August 31s'2019
c. Location: Jeffersonville Riverstage 100 block of Riverside Drive- Big Four Station
d. Contact Information for Notices:
Organizer:
Attn: Name: Dave Simpson Diageo Americas, Inc.:
Address: 500 Quartermaster Ct. Jeffersonville, Attn: Name
IN 47130 Address
Name of Contact: Dave Simpson Name of contact
Telephone: 502-963-2499 Telephone
E-mail address: DSimpson@cityofjeff.net E-mail Address
501(c)3#(if applicable non-profit)
3. SPONSORSHIP LEVEL: Riverstage Official Spirits Season Sponsorship 2019
4. SPONSORSHIP FEE: $ 12,000 ("Fees") payable in installments as follows: to be paid by April 2nd 2019
5. Check one of the following options:
CUSTOMER MARKETING EVENT SPONSORSHIP TEAM
❑ Payable by Sponsor via Sponsor's credit card ONLY IF the TOTAL Fees are less than S40,000 (requires
pre-approval from Mark Rappel); OR
❑ Payable by Sponsor via PO at least ninety(90)days after Sponsor's receipt of a complete and accurate
invoice
ALL OTHER SPONSORED EVENTS
❑ Payable by Sponsor via corporate credit care CVi_Y IF the TOTAL Fees are less than S5,000 (requires
coding as A&P in Concur); OR
❑ Payable by Sponsor via PO at least ninety (90) d;;i':; af(er Sponsor's receipt of a complete and accurate
invoice; OR
❑ Payable by Sponsor's agent. Agency name -3 [Insert paying agency];
OR
❑ Other: (pending legal approval)
6. DIAGEO'S RIGHTS AND BENEFITS:
• Marketing rights for the following Spirits brands: Seagram's 7 Crown Whiskey
• Seagram's 7 Crown Whiskey brand logo incorporated into the media and event promotions including:
signage, website, printed materials
• Seagram's 7 Crown Whiskey included in press releases
• Opportunity to sample select Diageo products
• 40 Jeffersonville Aquatic center day passes
• Company Provided .30 second commercial spot to air at all 16 events on LED Screen
• Complimentary Meet& Greet Passes (Jeffersonville Goes Country)
• Logo on Select Festival Websites with Year Long Link to Business Website
• Company VIP Night at Jeff Goes Country Tented area for up to 20 Guests
• Company Representative Live On-Stage Presence at Selected Events
• Display of Sponsor Provided Banners and Drink Responsible/Law Signage
• Inclusion in Promotional Website Announcements, Emails, & Social Media Posts
• Recognition on Season Marketing Print Select Event Sponsor Banners etc.
• Company Logo on City of Jeffersonville City Partners page for remainder of 2019
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7. DIAGEO'S OBLIGATIONS.
• Provide Logos and staffing for Seagram's 7 promotional team
8. ORGANIZER'S OBLIGATIONS:
• Seagram's 7 to be included in event promotions on site and media related
• Activation space
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