Revista is in the business of providing data, resources and events for the medical real estate industry. Sponsor desires to sponsor certain events and offerings of Revista on these terms and conditions (“Sponsorship Terms”). For the purposes of these Sponsorship Terms, “Sponsor” shall mean the business entity named as the “Sponsor” on the applicable Sponsorship Agreement signed between Revista and Sponsor (“Sponsorship Agreement”). As used herein, Revista and Sponsor are collectively called the “Parties” and individually called a “Party.” REVISTA HEREBY RESERVES THE RIGHT TO REVISE OR SUPPLEMENT THESE SPONSORSHIP TERMS. IN SUCH EVENT, REVISTA SHALL POST THE REVISED VERSION OF THE SPONSORSHIP TERMS ON WWW.REVISTAMED.COM/SPONSORSHIPTERMS.
- TERM
The Sponsorship Agreement shall be in effect for the Term as set forth of the Signature Page of the Sponsorship Agreement, unless sooner terminated or extended in accordance herewith (as applicable, the “Term”). The Parties may renew or extend the Term only by written agreement.
- SPONSORSHIP BENEFITS
Revista hereby grants to Sponsor during the term the sponsorship benefits referenced on Schedule A of the Sponsorship Agreement (“Sponsorship Benefits”).
- ADVERTISING AND PROMOTIONAL MATERIAL
Neither Party shall use the other Party’s name, image, or logo in connection with any press release, promotional material, advertising, or similar publication, or any report or case study or other publication, without the other Party’s prior written consent, except that Revista shall have the right to use Sponsor’s name and logo(s) on Revista’s website and other marketing materials for the sole purpose of identifying Sponsor as a key customer and sponsor of Revista. Any such required written consent will not be unreasonably withheld, conditioned or delayed.
- SPONSORHIP FEES
The aggregate fee for the Sponsorship Benefits during the Term (“Sponsorship Fees”) is set forth on the Signature Page of the Sponsorship Agreement. Sponsor will pay Revista the Sponsorship Fees on or before the due dates on the Signature Page. Revista will invoice Sponsor for payment of the Sponsorship Fee approximately fourteen (14) days prior to the due date, however Revista’s failure to do so shall not relieve Sponsor of the obligation to make payment when due.
5. CONFIDENTIALITY
Any information, including, without limitation, writings, materials, processes, statistical models, metric formulas, forecast models, programs, codes, designs, techniques, derivative products, business plans, vendor, customer or employee lists (collectively, “Confidential Information”) of a Party (as applicable, the “Disclosing Party”) that is obtained by or made accessible by the other Party (as applicable, the “Receiving Party”): (i) shall not be used or disclosed for any purpose by the Receiving Party; (ii) is not part of the rights granted by the Sponsorship Agreement; and (iii) must be secured, protected, and kept confidential by the Receiving Party. Subject to the terms of the Sponsorship Agreement, a Receiving Party shall: (i) hold the Confidential Information in strict confidence and not disclose or cause or permit the disclosure of the Confidential Information; (ii) do anything reasonably required by the disclosing Party to restrain a breach of confidentiality by any person.
6. INDEMNIFICATION
Sponsor agrees to indemnify and hold Revista harmless from and against any claims, damages, costs, liabilities, and expenses (including, but not limited to, reasonable attorneys’ fees and costs) arising out of or related to its violation of these Sponsorship Terms, or its violation of the rights of any third party.
7. TERMINATION
Either Party shall each have the right to terminate the License following the occurrence of an Event of Default by the other party. Each of the following events shall constitute an “Event of Default” for the purposes of the Sponsorship Agreement: Sponsor’s failure to pay any applicable sponsorship fee in full as and when due; either party’s breach of these Terms and Conditions that has not been cured within thirty (30) days following the alleged breaching party’s receipt of written notice from the non-breaching party regarding the nature of the alleged breach. Revista may suspend the Sponsorship Benefits or terminate the Sponsorship IMMEDIATELY with written notice to Sponsor upon: (i) the filing by Sponsor of a petition in bankruptcy; (ii) the appointment by Sponsor of a receiver, trustee, liquidator, receiver-manager, or similar custodian that is not dismissed within sixty (60) days; (iii) if voluntarily or involuntarily proceedings are commenced for the dissolution or liquidation of Sponsor; or (iv) Sponsor ceases to carry on its business in the ordinary course.
8. POST TERMINATION
Upon termination of the Sponsorship Agreement by Sponsor on the terms set forth in Section 7, Revista will refund to Sponsor a prorated portion of the Sponsorship Fees paid in relation to, and allocable (as reasonably determined by Revista) any event, program or activity which was scheduled to be held after the date of termination. Notwithstanding any other language in the Sponsorship Agreement, upon termination or expiration of the Sponsorship Agreement by Revista, Sponsor will forfeit any prepaid Sponsorship Fees, and the Sponsorship Benefits will automatically terminate.
8. MISCELLANEOUS PROVISIONS
If any part of these Sponsorship Terms is determined to be unenforceable, the other terms shall remain in full force and effect, and the parties shall negotiate in good faith terms to replace the unenforceable provision with a valid, enforceable provision that most closely matches the intent of the original provision. Revista may assign its rights under the Sponsorship Agreement, in whole or in part, at any time with or without notice to Sponsor. The Sponsor Agreement is for the provision of services and benefits exclusively to Sponsor and cannot be assigned, resold or in any way transferred to any third party. Nothing in the Sponsorship Agreement will be construed to place the Parties in the relationship of partners, joint venturers, principal and agent, or any other legal or equitable relationship in which any one of the Parties may (except as specifically provided in the Sponsorship Agreement) be liable for the acts or omissions of the other Party and no Party has the authority to bind or obligate the other Party in any matter whatsoever. Each Party must pay its own legal costs and expenses for the negotiation, preparation, completion and stamping of the Sponsorship Agreement. The person(s) signing the Sponsorship Agreement on behalf of Sponsor represents and warrants to Revista that he/she has full authority to sign such agreement and if he/she is not so authorized, he/she will be personally liable for the faithful performance of the Sponsorship Agreement. Revista’s failure to act with respect to a breach by Sponsor or others does not waive its right to act with respect to subsequent or similar breaches. The Sponsorship Agreement (including all Schedules and these Sponsorship Terms) shall be governed by the laws of Maryland. Any suit arising under the Agreement may be filed only in state courts located in Maryland and both Parties consent to the jurisdiction of such courts.
9. FORCE MAJEURE
Revista shall not be liable for any delay or failure to provide the Sponsorship Benefits as contemplated hereunder if such delay or failure is caused by events or conditions beyond its reasonable control, including but not limited to fire, flood, accident, storm, acts of war, riot, terrorism, pandemic, government interference, strikes or walkouts. In the event of any such force majeure event, Revista shall promptly notify Sponsor in writing of the occurrence, nature and anticipated length of continuance of any such force majeure event.
10. NOTICES
All notices required hereunder shall be in writing and shall be delivered by personal delivery, electronic mail, or registered mail, return receipt requested, and shall be deemed given upon personal delivery, five (5) days after deposit in the mail, or upon acknowledgment of receipt of electronic transmission or confirmation of successful facsimile or e-mail transmission. Such notices shall be addressed to Revista or Sponsor as follows or such other addresses as the applicable party may subsequently specify: To Sponsor: at Sponsor’s address and to the contact person as noted on the Sponsorship Agreement; and to Revista: Revista, LLC, 1298 Bay Dale Drive Suite 214 Arnold, Maryland 21012, Attn: Hilda Martin, hilda@revistamed.com, with a copy to Dickinson Wright, PLLC, 1825 Eye St. N.W., Suite 900, Washington DC, 20006, Attn: Jonathan R. Wachs, jwachs@dickinsonwright.com.