CORPORATE SPONSORSHIP, EXHIBITOR & VENDOR
AGREEMENT, TERMS & CONDITIONS

This proposal/agreement (the “Agreement”) is made effective on the date of submittal (“Effective Date”) between the event producer, Blue Sky Event Services (“BSES”), and the sponsor, vendor or attraction company (COMPANY) for the following events: the 2022 Chico Spring Jam & Chico SummerFest and/or Chic-O-Berfest (2023 EVENTS).

The parties have agreed to enter into this Agreement to set forth the terms of this agreement. In exchange for certain contributions, both parties agree as follows:

I. Sponsors, Vendors & Attractions:

A. During the term of this Agreement, “BSES” agrees to identify and acknowledge COMPANY as a sponsor, exhibitor, vendor or attraction of the Chico Spring Jam and/or the Chico SummerFest and/or Chic-O-Berfest (2023 EVENTS). COMPANY approves BSES to display COMPANY’s logo and other agreed-upon identifying information on “BSES” marketing, advertising, and promotional media in connection with the 2023 EVENTS. The placement, form, content, etc. of the logo shall be reasonably determined by “BSES” in its sole discretion. COMPANY agrees to provide all the necessary content and materials for use in connection with such sponsor, exhibitor, vendor or attraction.

B. During the term of this Agreement, COMPANY shall be permitted to utilize “BSES” name, acronym, marketing materials and logo for the sole purpose of promoting COMPANY Sponsors of the BSES 2023 EVENTS.

II. License of Intellectual Property.

A. “BSES” is the sole owner of all rights, titles, and interests to all “BSES” and 2023 EVENTS information, including “BSES” and “2023 EVENTS” logos, trademarks, trade names, and copyrighted information, unless otherwise provided. “BSES” hereby grants to COMPANY a limited, non-exclusive license to use certain of “BSES”’s intellectual property, including the “BSES” name, acronym, and logo (collectively, the “BSES” Property), solely in connection with promotion of COMPANY’s Sponsorship of the 2023 EVENTS. COMPANY agrees that it shall not use “BSES’s” Property in a manner that states or implies that “BSES” endorses COMPANY (or COMPANY’s products or services). It is understood that “BSES” retains the right to review and approve in advance all uses of such intellectual property, which approval shall not be unreasonably withheld.

B. COMPANY is the sole owner of all right, title, and interest to all COMPANY information, including COMPANY logos, trademarks, trade names, and copyrighted information, unless otherwise provided. COMPANY hereby grants to “BSES” a limited, non-exclusive license to use certain of COMPANY’s intellectual property, including names, logos, trademarks, and copyrights (collectively, “COMPANY Property”), solely to identify COMPANY as the COMPANY of the 2023 EVENTS. It is understood that COMPANY retains the right to review and approve in advance all uses of such intellectual property, which approval shall not be unreasonably withheld.

C. COMPANY represents and warrants that it has not previously disposed of any of the rights herein granted to “BSES” nor previously granted any rights adverse thereto or inconsistent therewith; that there are no rights outstanding which would diminish, encumber or impair the full enjoyment or exercise of the rights herein granted to “BSES”; and that the COMPANY Property does not and will not violate or infringe upon any patent, copyright, privacy, publicity, trademark, service mark, or any other personal or property right of any third party.

D. Upon termination or expiration of this Agreement, all rights, and privileges for use of the other party’s Property shall expire, and each party shall discontinue the use of such other party’s property.

III. Contribution Schedule. In consideration for the right to be acknowledged by “BSES” as one of the “COMPANY’s” of the Festival(s), during the term of this Agreement, COMPANY agrees to choose which option is desired.

IV. Term and Termination. The Term of this Agreement will begin on the Effective Date and end on the event date of April 29, 2023 (Chico Spring Jam), August 19, 2023 (Chico SummerFest), October 21, 2023 (Chic-O-Berfest) - or an alternative date if the event date changes. The COMPANY has the first right of refusal. COMPANY can terminate the agreement for cause or breach of any items found in if (i) one party notifies the other party that the other party is in material breach of its obligations under this Agreement and such breach (if curable) is not cured with five (5) days of such notice or (ii) both parties agree to terminate by mutual written consent.

V. Relationship of Parties. The parties are independent contractors with respect to one another. Nothing in this Agreement shall create any association, joint venture, partnership, or agency relationship of any kind between the parties.

VI. Indemnification. COMPANY shall indemnify and hold harmless “BSES”, its related entities, partners, agents, officers, directors, employees, attorneys, heirs, successors, and assigns from and against any and all claims, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and expenses), and liabilities of every kind incurred as a result of (i) any act or omission by COMPANY or its officers, directors, employees, or agents; (ii) any use of COMPANY’s name, logo, website, or other information, products, or services provided by COMPANY; and/or (iii) the inaccuracy or breach of any of the covenants, representations, and warranties made by COMPANY in this Agreement. This indemnity shall require the payment of costs and expenses by COMPANY as they Occur. This section shall survive any termination or expiration of this Agreement.

VII. Confidentiality. Confidential Information is all information that is marked as such and all other information that a reasonable person would consider to be confidential. Confidential Information shall
include, but is not limited to, information regarding the organization, its operations, 2023 EVENTS, activities, financial condition, and membership or customer lists. During the Term, each party shall use and reproduce
the other party’s Confidential Information only for purposes of this Agreement and only to the extent necessary for such purposes. Each party shall restrict disclosure of the other party’s Confidential Information to its employees and agents with a reasonable need to know such Confidential Information and shall not disclose the other party’s Confidential Information to any third party without the prior written consent of the other party.

VIII. General Provisions.

A. Warranties. Each party covenants, warrants and represents that it shall comply with all laws and regulations applicable to this Agreement and the performance of its obligations and that it shall always exercise due care and act in good faith in the performance of its obligations hereunder. The provisions of this section shall survive termination of this Agreement.

C. Binding Effect. This Agreement shall bind the parties, their respective heirs, personal representatives, successors, and assigns.

D. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of California. All attorneys’ fees and court costs will be paid by the prevailing party.

E. Arbitration and Alternative Dispute Resolutions. This agreement does not agree to any Arbitration or Alternative Dispute Resolutions in any form.

F. Assignment. This Agreement, or the rights granted under it, may not be assigned, transferred or sub-licensed by either party without the express prior written consent of the other party.

G. Entire Agreement. This Agreement and all its attachments constitute the entire agreement between the parties and supersede all prior agreements, oral or written, relating to the Sponsorship. This Agreement may only be amended in a written document signed by both parties.

H. Notice. All notices given under this Agreement shall be in writing, addressed to the parties at the addresses set forth below, and shall be deemed to have been duly given when delivered by overnight courier or certified mail (return receipt requested).

* * * * *
The parties have executed this Agreement through their duly authorized representatives as of the date first written above.
Check One: Addendum 1 – Chico Spring Jam & Chico SummerFest & Chic-O-Berfest 2023.

Addendum 2 - Only Chico Spring Jam 2023

Addendum 3 - Only Chico SummerFest 2023

Addendum 4 - Only Chic-O-Berfest 2023

By signing the below, companies and individuals agree to all the above contractual elements of this Agreement, including a timeline for payments and activation on marketing actions.

Company Blue Sky Event Services
Forrest Melton - Owner
Date: January 1, 2023
Signed By: D. Forrest Melton Jr.

Company: _______________________________
Printed Name and Title: _______________________________
Date Signed:
______-_______-______

Signed By: _______________________________

I have read and agree to the terms