ACC Global Resources Sponsor Terms and Conditions
These ACC Global Resources Sponsor Terms and Conditions (“Agreement”) are entered into as of the date of the Order Form signed by the Sponsor, by and between Association of Corporate Counsel (“ACC”), having its principal place of business at 1025 Connecticut Avenue N.W., Suite 200, Washington, D.C., 20036, a nonprofit corporation exempt from federal income tax under Internal Revenue Code 501(c)(6), and Sponsor, as identified in the order form. (ACC and Sponsor individually shall be referenced herein as a “Party” and collectively as the “Parties”).
In consideration of the mutual promises and agreements hereinafter set forth below, and for good and valuable consideration, the delivery of which is hereby acknowledged, the Parties agree as follows:
Incorporation of General Terms and Definitions: The provisions of ACC GSA General Terms and Definitions are incorporated herein by reference.
Sponsorship Fee: Sponsor agrees to pay to ACC the non-refundable sponsorship fee of One Thousand Dollars and Zero Cents ($1,000.00) (“Sponsorship Fee”), in consideration for the right to be designated an “ACC Global Resource Provider” for one (1) year and for the rights and responsibilities stated herein. The Sponsorship Fee is due and payable to ACC within ten (10) days of the execution of this Agreement.
Sponsor Endorsement: Sponsor is hereby granted permission to use the following description when referring to the Global Resources Sponsorship, “Sponsor Name is ACC’s Global Resource Provider for Country/Region.”
Sponsor agrees to be the featured Global Resource Provider during the Term of this Agreement. This is a non-exclusive agreement that does not prohibit the ACC from seeking services from any other law firms and/or legal vendors.
Resource Options: Sponsor agrees to prepare the Resources described in the Order Form as defined below.
For better visibility, one Resource should be provided by Sponsor every four months, as from the effective date of the Agreement.
Any changes to the Schedule of Deliverables must be mutually agreed upon by the Parties in writing. See Attachment B for Key Deliverables.
Aditional resources can be provided at any time and will be subject to the same approval process as the ones listed above.
1. Resources and Services
A. The Resources are defined as follows:
ACC QuickCounsel (“QuickCounsel”): on subjects relevant to the Country/Region. Potential topics must be submitted to ACC’s approval and are subject the provisions in this Agreement as provided in Attachment A, which are incorporated herein by reference.;
ACC Top Ten (“Top Ten”): on subjects relevant to the Country/Region. Potential topics must be submitted to ACC’s approval and are subject the provisions in this Agreement as provided in Attachment A, which are incorporated herein by reference;
Sample forms, agreements and/or policies (“Sample Forms”): on subjects relevant to the Country/Region (indicate the jurisdiction to which the document is applicable). Sample Forms must include a brief description of the Sample Form’s content and may bear the logo of the Sponsor on the front page; however the Sample Forms and logo must comply with the template as provided by ACC.
For all of the above listed Resources, additional information, including the Editorial Guidelines, Topic Proposal Forms, and FAQs (e.g., details on how the resource will be promoted/marketed, etc.), can be found at http://www.acc.com/committees/sponsorauthordocs.cfm and are incorporated herein by reference. All Resources/materials/services created expressly under this Agreement are governed by this GSA General Terms and Conditions, except where specifically stated otherwise in the relevant Resource’s Provisions document (attached as Attachment A).
B. ACC shall be responsible for the following:
1. Within 2 weeks from the finalization of the first resource, ACC shall create a link to the Sponsor’s website from the ACC’s website, on a dedicated webpage listing all ACC Global Resource Providers;
2. Determining and approving topics for resources, and reviewing and editing drafts and final resources provided by Sponsor;
3. Uploading any Sponsor-created or -contributed resource to ACC’s Legal Resources online library;
4. Providing appropriate attribution to the Sponsor for any Sponsor-created or -contributed resource and enabling prominent exposure on relevant committee (if any) webpages as soon as a Resource has been uploaded;
5. Serving as the point of contact between ACC members and the Sponsor. Any communications to be sent to ACC members will be forwarded to ACC first;
6. Including a link to any Sponsor-created or -contributed resource, in ACC’s Legal Resource Update email sent to applicable committee members;
7. Including a link to any Sponsor-created or -contributed resource, in ACC Newsstand email newsletter
2. Relationship of Parties
Sponsor enters into this Agreement as, and shall continue to be, an independent contractor. Sponsor shall act in accordance with this status and shall not, nor shall Sponsor’s employees, hold Sponsor or the employee out as an officer or employee of ACC, nor shall Sponsor make any claim based on any right or privilege applicable to ACC’s employees. Under no circumstances shall Sponsor or Sponsor’s employees or agents look to ACC as their employer, or as a partner, agent, or principal. Sponsor shall not incur any liability on behalf of, or commence any legal proceedings in the name of, or on behalf of, or in any way pledge the credit of ACC without ACC prior written approval.
3. Copyright Ownership, License, Use and Exploitation
A. All resources created and/or contributed by Sponsor to ACC pursuant to this Agreement expressly for the purpose of ACC creating a resource for use in accordance with this Agreement shall be deemed “Sponsor Content”; and each such resource created by ACC using Sponsor Content shall be deemed “Final Work”. Sponsor is the exclusive owner of all Sponsor Content.
B. Sponsor grants ACC the non-exclusive, non-transferable and irrevocable license to use Sponsor Content for the creation of the Final Work. All Final Work shall be deemed a derivative work of the Sponsor Content and, subject to Sponsor’s underlying rights in the Sponsor Content, shall be owned by ACC. Notwithstanding the foregoing, however, (i) unless ACC has obtained Sponsor’s prior written consent, the Final Work shall not substantively modify the Sponsor Content as delivered to ACC by Sponsor; and (ii) all Final Work shall attribute Sponsor as the author or creator thereof, shall contain all applicable contact information relating to Sponsor and shall not contain the name or contact information of any other person or entity other than ACC or a representative of the Sponsor. Without limitation, as part of this license, Sponsor agrees that as Final Work ACC may produce audio and video recordings and transcriptions of all or portions of the Sponsor Content, and may copy, rewrite, produce, edit and distribute the Sponsor Content in whole or part in any format now or hereafter existing, including, without limitation, electronic and printed formats, in any part of the world (but ACC shall not change the substance or meaning of the Sponsor Content). This license shall not expire, and ACC may utilize all or a portion of the Sponsor Content in such manner and format as it desires from time to time so long as Sponsor receives appropriate attribution at all times and no other person or entity other than Sponsor and ACC receive any recognition in connection with the same.
C. Sponsor grants ACC and its assignees the non-exclusive and irrevocable unlimited license to use the materials and/or content that Sponsor provides (“Sponsor Content”) for the creation of the Final Work. Without limitation, as part of this license, Sponsor agrees that ACC and its agents may produce audio and video recordings and transcriptions of all or portions of the Sponsor Content, and may copy, rewrite, produce, edit and distribute the Sponsor Content in whole or part in any format now or hereafter existing, including, without limitation, electronic and printed formats, in any part of the world. This license shall not expire, and ACC may utilize all or a portion of the Sponsor Content in such manner and format as it desires from time to time.
D. Sponsor represents and warrants that it is either the author or owner of all rights to the Sponsor Content, and that the Sponsor Content does not infringe on the rights of others, and that Sponsor has full power and authority to submit the content and to grant this license to ACC. Sponsor agrees to indemnify and hold ACC harmless against any claims by other parties alleging that your granting of this license in any way infringes such parties' rights to any or all of the Content.
E. Neither Sponsor nor ACC shall have an obligation to account to the other party for a share of profits, royalties, or any other form of compensation or economic benefit derived from the party’s respective use, sale, licensing or other exploitation of the materials provided or created under this Agreement.
F. Sponsor shall not distribute the Final Work without ACC’s prior written consent; however, this Agreement shall not prohibit Sponsor from occasional distribution of the Final Work to existing or potential clients as appropriate, with the following language included:
Reprinted with permission from the Association of Corporate Counsel 2016.
G. Sponsor may also include a hyperlink from Sponsor’s website to the Final Work that is published on ACC’s website, subject to any password-restricted limitations (Sponsor should ask ACC for the appropriate URL).
H. ACC will give attribution to Final Work and Sponsor Content where appropriate.
Sponsor agrees that it shall indemnify and hold harmless ACC, its successors, assigns and licensees, and the respective officers, directors, agents and employees, from and against any and all claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees), arising out of or in any way connected with any claim that the written materials or their respective contents infringe any intellectual property rights or other rights of any third party.
A. In the event of an early termination of this Agreement, Sponsor will provide to ACC (within one week of the date of termination) all materials developed for the creation of a resource(s) pursuant to this Agreement, including any and all drafts of the Final Work and any relevant documents/materials used toward development of the Final Work. Subject to the copyright provisions of section 3 of this Agreement, all materials that Sponsor furnishes to ACC at such time will be deemed “Final Work” and will thereafter be owned exclusively by ACC.
B. Upon termination of this Agreement, Sponsor will cease all use of the ACC logo provided by ACC.
6. Dispute Resolution
Any disputes arising out of this Agreement or the provision of services under this Agreement shall be resolved by binding arbitration under the laws of the District of Columbia, to take place in the District of Columbia by a single arbitrator under the Commercial Arbitration Rules of the American Arbitration Association. The award shall be enforceable in any court having jurisdiction thereof.
Sponsor acknowledges that Sponsor has been retained based upon Sponsor’s particular expertise and that absent the written approval of ACC, Sponsor may not assign or subcontract any portion of this Agreement to a third party.
8. Waiver, Amendment or Modification
Any waiver, amendment or modification of any provisions of this Agreement or any right, power or remedy hereunder shall not be effective unless made in writing and signed by the parties. No failure or delay by either party in exercising any right, power, or remedy with respect to any of its rights hereunder shall operate as a waiver thereof in the future.
9. Governing Law; Severability
The validity, construction and performance of this Agreement and the legal relations among the parties to this Agreement shall be governed by and construed in accordance with the laws of the District of Columbia. If any such provision shall be held by a tribunal of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement shall remain in full force and effect.
10. Absence of Endorsement; Use of Logo
A. The provisions of this Agreement shall in no way be construed as an understanding that ACC shall recommend Sponsor and its services to members. Sponsor may not advertise its sponsorship in any manner that could be construed as ACC’s endorsement of its services.
B. This Agreement in no way transfers any ownership of the ACC logo to Sponsor. Except as provided for under this Agreement, Sponsor is prohibited from using ACC’s logo without express written permission from ACC.C. ACC shall provide Sponsor with an appropriate logo that may be used to reflect its sponsorship to Global Resources.
11. Entire Agreement
This Agreement and its incorporated provisions constitutes the entire agreement between the parties in connection with the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations and/or agreements among the parties in conjunction with the subject matter hereof except as specifically set forth or referred to herein.
(Attachment A) ACC QuickCounsel, Top Ten and Sample Forms Provisions
The following terms relate to the production of ACC QuickCounsels, ACC Top Tens and Sample Forms (together, “Quick References” or “Quick Reference”) under this ACC Global Resource Sponsor Agreement, unless otherwise stated.
1. Sponsor shall be responsible for the following:
A. Preparing the contents of the Quick References, in accordance with the Editorial Guidelines provided by ACC.
B. Providing all “Additional Resources” required in the Quick Reference via hyperlinks (electronic format) throughout the document.
C. Providing its logo to ACC in jpeg format, and allowing its logo to be hyperlinked to the Sponsor’s homepage or other selected webpage.
D. Reviewing and updating the Quick Reference with any new provisions, changes to regulations, or other pertinent information, in an effort to keep the Quick Reference as current as possible. Reviewing and updating may be done as necessary, but in any event the update must be submitted to ACC no later than 24 months (2 years) after the initial date of publication, otherwise the update will be charged as an standalone sponsorship. If Sponsor fails to provide ACC with updated content within 24 months after the Quick Reference’s publication, ACC retains the right to remove Sponsor’s logo, byline, hyperlinks and other references upon the termination of this Agreement and seek an alternative sponsor or author to update the content.
E. For all of the above listed Resources, additional information, including the Editorial Guidelines, and Sample Quick References, can be found at http://www.acc.com/committees/sponsorauthordocs.cfm and are incorporated herein by reference.
2. ACC shall be responsible for the following:
A. Reviewing and approving or disapproving Quick Reference topics under the following criteria: (1) its educational value; (2) its timeliness; (3) its conflict, overlap, relevance to, and/or duplication with any other existing or proposed ACC projects; and (4) whether the primary purpose of the proposed topic is to promote the Sponsor’s products or services (in which case the proposal is likely to be rejected).
B. Publishing the Quick Reference on the ACC website for the duration of the sponsorship term, to begin running at the date of publication.
C. Ensuring that the Sponsor is identified in the Quick Reference by placing the Sponsor’s logo at the top of the Quick Reference, with a link to the appropriate page on the Sponsor’s website.
D. Providing Sponsor with the URL to the final published Quick Reference on the ACC website, within one week following its publication.
E. Promoting the ACC Quick Reference in several ACC publications, including, but not limited to, the ACC Docket, monthly member updates, and other places on the ACC website.
F. Tracking download statistics for the final published Quick Reference, and providing, at Sponsor’s request, the total number of downloads for a specified period of time.
3. Delay, Cancellation or Termination of Publication
A. ACC shall have final say and approval over the content of the Quick Reference.
B. ACC maintains the right to require additional editing from the Sponsor, or to delay or cancel publication of the Quick Reference, if Sponsor fails to comply with the requirements herein, and/or the Quick Reference is not produced in accordance with deadlines, is not consistent with the initial proposal, or is not of sufficient quality.
C. ACC maintains the right to cancel (remove from ACC’s website) the Quick Reference, for good cause (e.g., member complaint).
D. Quick References that are cancelled, delayed or terminated may be subject to limited future promotion.