The Property agrees to display media and to distribute BC’s product samples (“Products”) to its guests during the term of this Agreement (the “Programs”). At its own expense, BC will deliver all Products to the Property.
The Property will receive all Products from BC free of charge.
During the term of this Agreement, the obligations of the Property under this Agreement are as follows:
(1) to store the Products in a safe place and ensure they will be properly distributed to the Property’s guests throughout the designated time period according to the specific instructions provided by BC in each box of samples;
(2) samples may not be distributed in a “take-one” bin or box unless otherwise instructed;
(3) if requested by BC, to display advertising signage provided by BC in heavily trafficked locations of the Property;
(4) if requested by BC, to distribute branded hotel ‘key cards’, where applicable;
(5) if requested by BC, to assist in a questionnaire to help maintain the integrity of the Programs by completing and returning the questionnaire promptly to BC at BC’s expense;
(6) to refrain from distributing free product samples provided by any entity or individual other than BC and to refrain from displaying the advertising messages of any non-local company except as provided by BC;
(7) to refrain from selling the Products or offering the Products for free to any party other than the Property’s guests;
(8) to allow access to BC staff, upon reasonable notice, to photograph the Products throughout the Property;
(9) BC has the right to retrieve samples from property if distribution guidelines are not followed.
The term of this Agreement shall be for a period of thirty-six (36) months commencing on the date hereof (the “Initial Term”). The term of this Agreement shall be automatically extended for an additional period of thirty-six (36) months (an “Additional Term”) at the end of the Initial Term or any Additional Term, except as may be set forth in a written notice by either party to the other no less than thirty (30) days prior to the end of the Initial Term or any Additional Term.
BC may terminate this Agreement at any time and for any reason, including, but not limited to, the failure of the Property to abide by any of the terms and conditions in this Agreement.
BC shall maintain statutory workers’ compensation and comprehensive general liability insurance coverage (including contractual liability coverage) against claims for bodily injury, personal injury, death and property damage in a combined single limit of not less than One Million Dollars ($1,000,000.00).
This Agreement and any disputes arising under or related thereto (whether for breach of contract, tortious conduct or otherwise) shall be governed by the laws of the State of New Jersey, without reference to its conflicts of law principles. Any legal actions, suits or proceedings arising out of this Agreement (whether for breach of contract, tortious conduct or otherwise) shall be brought exclusively in the United States District Court for the District of New Jersey and the parties to this Agreement hereby accept and submit to the personal jurisdiction of such court with respect to any legal actions, suits or proceedings arising out of this Agreement. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING IN ANY UNITED STATES FEDERAL OR STATE COURT ARISING OUT OF OR RELATING TO THIS AGREEMENT.
This is a personal services agreement and may not be assigned by either party without first securing the written consent of the other party, which consent shall not be unreasonably withheld; provided, however, such consent shall not be required in the event of an assignment by way of merger or sale of substantially all of a party’s assets or fifty-one percent (51%) or more of its voting equity interests.
This Agreement may not be amended, except in writing signed by each of the parties. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and transactions related hereto and supersedes any and all prior agreements, promises and representations, written or oral, with respect thereto.
Brand Connections, LLC