This Agreement, dated as of October 21, 2013, is entered into by and between Columbia TriStar Marketing Group, Inc., having a place of business at 10202 W. Washington Boulevard, Jimmy Stewart #303C, Culver City, CA 90232 (“COMPANY”) and OTS Events, L.P., a Georgia limited partnership, with an office at One Overton Park, Suite 1200, 3625 Cumberland Boulevard, Atlanta, Georgia 30339 (“OTS”) and Countdown Entertainment, LLC, a New York limited liability company, with an office at 32 Thornewood Road, Armonk, NY 10504 (“CTD”) as agent for OTS Events, L.P. (OTS and CTD collectively, “PROMOTER”). In consideration of the promises hereinafter made to each other, the parties hereto agree as follows:
1. PROMOTIONAL CONSIDERATIONS COMPANY agrees to provide the consideration listed on Exhibit A attached hereto and made a part hereof. PROMOTER agrees to provide the promotional services and other consideration to Company with respect to the motion picture currently entitled “The Amazing Spider-Man 2” (“Picture”) in connection with the Times Square New Year’s Eve Celebration which will take place in New York on December 31, 2013 (“Event”) as listed on Exhibit B attached hereto and made a part hereof.
2. USE AND PROTECTION OF TRADEMARK AND INTELLECTUAL PROPERTY PROMOTER and COMPANY acknowledge that each party owns or controls certain names, trademarks, service marks, copyrights and other intellectual property (“Marks”), and owns or controls certain promotional rights in and to the Marks, and all goodwill associated with or symbolized by the Marks. It is understood that in promoting PROMOTER'S activities, PROMOTER and COMPANY may make various references to the activities and may display the Marks of PROMOTER and COMPANY, and images of the activities. The approved PROMOTER Marks and images (collectively “Materials”)include but are not limited to those set forth in Exhibit C. Each party hereto grants to the other a nonexclusive, nontransferable license to use the Materials during the Term (defined below) of this Agreement and subject to the terms and conditions hereinafter set forth, solely in connection with advertising and promoting any event or activity incidental hereto. [PL, we don’t want to get their approval when we use their materials and Marks (eg. clips from the Event) in our marketing and publicity activities, right?] We said we would run everything by them for approval, would it be ok to do so?
PROMOTER and COMPANY must agree in writing as to the form and content of any promotional or advertising materials (collectively “Promotional Materials”) and the media in which such materials are to be used prior to their use, which approval the parties shall not unreasonably withhold; and such use may be subject to such reasonable conditions as either party may impose, including, but not limited to, conditions affording each party adequate protection of the Marks. Upon termination or expiration of this Agreement, both parties shall cease all use of the Marks of the other party as soon as practicable, but in any event within thirty (30) days unless the particular media which has been approved requires a longer lead time, but in no event longer than ninety (90) days. Notwithstanding the above, upon termination or expiration of this Agreement, COMPANY shall have no obligation to remove any Promotional Materials created subject to this Agreement that are no longer in the custody or control of COMPANY, including but not limited to retail displays or packaging already given or sold to COMPANY’s distributors or retailers.
Neither party will impugn, challenge or assist in any challenge to the validity of the other party's Marks, any registrations thereof, or the ownership thereof. Each party will be solely responsible for taking such actions as it deems appropriate to obtain trademark, service mark or copyright registration for its respective Marks. All uses of or references to the Marks shall inure to the benefit of the respective owner, and all rights with respect to the Marks not specifically granted in this Agreement shall be and are hereby reserved to the respective owner.
Neither party is granted any right or license under this Agreement to sell, or otherwise distribute for sale, any of the Promotional Materials, or items related thereto. If a party desires to sell, or distribute for sale, any of such materials or other merchandising or novelty items bearing the names, trademarks, copyrights or other intellectual property of the other party, then it shall request permission to do so from the other party, and if granted, the parties shall negotiate in good faith a separate licensing agreement covering such materials or items before they may be sold or distributed for sale.
3. EXCLUSIVITY OF PERFORMANCE During the Term of this Agreement, PROMOTER represents and warrants that COMPANY is the exclusive Superhero and Major Motion Picture sponsor of the activities and events described herein as the Times Square New Year’s Eve Celebration.
4. TERM The term of this Agreement (“Term”) shall commence on the Effective Date and continue through June 30, 2014.
5. REPRESENTATIONS/WARRANTIES/ INDEMNIFICATION
A. PROMOTER agrees to defend, indemnify and hold harmless COMPANY, its officers, directors, agents, employees, successors and assigns from and against any and all claims, demands, obligations, causes of action, lawsuits, damages, liabilities, injuries, death, fines, judgments, costs (including settlement costs), and expenses (including the payment of reasonable attorney fees and disbursements) (collectively “Claims”), arising out of: (1) the breach by PROMOTER, its employees or agents, to comply with the terms and conditions of this Agreement; (2) the negligent acts or omissions or gross negligence of PROMOTER, its employees, agents, or subcontractors; (3) COMPANY'S use of PROMOTER'S Marks and Materials as authorized by this Agreement; (4) the services performed or actions taken by PROMOTER, its employees, agents or subcontractors, in connection with this Agreement, including the operation, execution, implementation, management and exploitation of any event or activity or materials incidental thereto ; and (5) the Event and all activities, elements and materials related thereto.
B. COMPANY agrees to defend, indemnify and hold harmless PROMOTER, its officers, directors, agents and employees from and against any and all Claims asserted by a third party arising out of: (1) the breach of COMPANY, its employees or agents, to comply with the terms and conditions of this Agreement; (2) the negligent acts or omissions or gross negligence of COMPANY, its employees, agents, or subcontractors; or (3) PROMOTER'S use of COMPANY'S Marks as pre-approved by Company and authorized by this Agreement.
C. The obligations to indemnify contained in this Section 5 will survive the expiration or termination of this Agreement.
6. INSURANCE [Risk Management to review]
A. PROMOTER shall maintain, during the Term of this Agreement, at its own expense, the following kinds of insurance with minimum limits as set forth below:
(1) Commercial General Liability (including contractual liability) - $5,000,000 per occurrence combined single limit for personal injury and property damage.
(2) Workers Compensation - Statutory (for all states of operation) including Employer's Liability with limits of not less than $500,000.
(3) Media Liability, (Errors & Omissions) Insurance including Contractual Liability to cover all Intellectual Property Infringements in limits of $5,000,000 per occurrence and in the aggregate. If this policy is written on a claims made basis, this insurance will be in full force and effect during the term of this Agreement and for three (3) years after the expiration or termination of this Agreement.(4) An Umbrella or Following Form Excess Liability policy or policies are acceptable to achieve the total required liabiilty limits.
(5) Promoter’s liability policies will be endorsed to include Columbia TriStar Marketing Group, Inc. Parent(s), Subsidiaries, Licensees, Successors, Related and Affiliated Companies, and their Officers, Directors, Employees, Agents, Representatives & Assigns, (collectively known as “Affiliated Companies”) as additional insureds, will contain a Severability of Interest clause and an endorsements stating that the Promoter’s liability policies are primary and any insurance maintained by Company is non-contributory; Promoter’s Workers’ Compensation Policy will have a waiver of subrogation endorsement in the name of the Affiliated Companies; all of the Promoter’s insurance carriers will be licensed and will have an A.M. Best Guide rating of A-:VII. Any and all deductibles and/or self-insured retentions under the Promoter’s insurance policies will be the responsibility of the Promoter.
B. PROMOTER shall furnish COMPANY with an insurance certificate and endorsements showing the applicable coverages, will be signed by an authorized representative of the insurance carriers, will include primary and noncontributory wording as stated in 6.A(5) above naming COMPANY as an additional insured(except A(2) Workers Compensation), and providing at least thirty (30) days prior written notice to COMPANY of cancellation, modification or material change to the policy.
7. TERMINATION; INSOLVENCY
A. Either party may terminate this Agreement, without liability to the other party, if the defaulting party: (1) repudiates or breaches any of the material terms of this Agreement; or (2) fails to make progress so as to endanger timely and proper completion of its obligations; and does not correct such failure or breach within ten (10) days, or such shorter period if commercially reasonable, after receipt of written notice from the non-defaulting party specifying such failure or breach.
B. Either party may terminate this Agreement immediately, without liability to the other party, upon the happening of any of the following or any other comparable event: (1) insolvency of the other party; (2) filing of any petition by or against the other party under any bankruptcy, reorganization or receivership law; (3) execution of an assignment for the benefit of the other party's creditors; or (4) appointment of any trustee or receiver of the other party's business or assets or any part thereof; unless such petition, assignment or appointment be withdrawn or nullified within fifteen (15) days of such event.
C. In the event this Agreement is terminated, each party shall cease using the other party's Marks and Materials, and PROMOTER shall immediately return those funds, if any, paid to it by COMPANY for obligations which have not yet been performed and costs that have not been incurred by PROMOTER.
D. The foregoing remedies are in addition to, and not in lieu of, any other rights or remedies that a party may have at law or in equity; provided however, that in no event will either party be liable to the other for incidental, consequential or punitive damages arising out of a breach of this Agreement.
8. FORCE MAJEURE
Any delay or failure of either party to perform its obligations hereunder shall be excused to the extent that it is caused by an event or occurrence beyond its reasonable control such as, by way of example and not by way of limitation, acts of God, actions by governmental authority (whether valid or invalid), fires, floods, windstorms, explosions, riots, natural disasters, wars, sabotage or labor problems; provided the party claiming force majeure promptly notifies the other party of the event of force majeure, the anticipated duration of the event of force majeure, and the steps being taken to remedy the failure. Should the event of force majeure continue beyond thirty (30) days, or such shorter time period as may be reasonable under the circumstances, either party may terminate this Agreement, and COMPANY shall be entitled to a pro rata refund for obligations which have not yet been performed and costs that have not been incurred by PROMOTER.
9. GOVERNING LAW; SEVERABILITY This Agreement is to be governed by and construed according to the laws of the State of New York, excluding any such laws which direct the application of laws of any other jurisdiction. Any dispute arising between the parties under this Agrement shall be determined by binding arbitration in accordance with the rules of the Judicial Arbitration and Mediation Service (JAMS) before a single neutral arbitratior in NY, NY. All arbitration proceedings shall be closed to the public and confidential and all records relating thereto shall be permanenty sealed, except as necessary to obtain court confirmation of the arbitration award. If any term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance, executive order or other rule of law, such term shall be deemed reformed or deleted, but only to the extent necessary to comply with such statute, regulation, ordinance, order or rule, and the remaining provisions of this Agreement shall remain in full force and effect.
10. COMPLIANCE WITH LAWS Each party will perform its obligations under this Agreement in compliance with all applicable laws, rules, orders, or regulations of all appropriate jurisdictions (“Applicable Laws”).
The parties represent that this Agreement is for sponsorship rights only and is not conditioned on the sale of COMPANY’s products.
PROMOTER further represents that PROMOTER is not an alcohol beverage retail licensee (“Alcohol Beverage Retailer”) and that no money or product given to PROMOTER by COMPANY pursuant to this Agreement or otherwise will be given to any Alcohol Beverage Retailer. All product donated by COMPANY to PROMOTER pursuant to this Agreement will be for sponsorship display purposes or for private consumption (including at PROMOTER’s private events) only.
PROMOTER hereby represents and warrants that (i) it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder, (ii) it has the full right to license to Company any rights granted to Company hereunder, including the Promoter Marks and Materials and the Event IP (defined below), and (iii) it will conduct its obligations hereunder, including without limitation, all activities and materials related thereto, in compliance with all Applicable Laws and in accordance with this Agreement.
11. NO IMPLIED WAIVERS Failure by either party at any time to require performance by the other party of any provision hereof shall in no way affect the right to require full performance any time thereafter, nor shall the waiver by either party of a breach of any provision of this Agreement constitute a waiver of any succeeding breach of same or any other provision, nor constitute a waiver of the provision itself.
12. NO ASSIGNMENT PROMOTER may not assign its rights, nor delegate its obligations under this Agreement, without the prior written approval of the other party.
13. RELATIONSHIP OF THE PARTIES
PROMOTER and COMPANY are independent contracting parties, and nothing contained in this Agreement shall be deemed to create a partnership, joint venture or agency relationship between them, nor does it grant either party any authority to assume or create any obligation on behalf of or in the name of the other.
14. NOTICES Any notice required or permitted to be given by either party under or in connection with this Agreement shall be in writing and shall be deemed duly given when personally delivered or sent by registered or certified mail, return receipt requested, postage prepaid, expedited courier service, or by cable or facsimile, confirmed by letter, as aforesaid to the addresses indicated in the introductory paragraph of this Agreement, unless otherwise agreed to by the parties.
15. ENTIRE AGREEMENT This Agreement constitutes the entire agreement between the parties relating to the subject matter covered herein and cancels and supersedes all previous agreements between the parties relating to the subject matter covered herein. Any modification to this Agreement must be in writing and signed by both parties.
16. NO INJUNCTIVE RELIEF
In the event of a breach on the part of COMPANY hereunder, PROMOTER's remedies shall be limited to its right to seek monetary damages and in no event shall PROMOTER be entitled to injunctive or other equitable relief preventing or restraining COMPANY in connection with the production, distribution, development, advertising, promotion or exploitation of the Property.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives on the dates indicated below.
OTS EVENTS, L.P.COUNTDOWN ENTERTAINMENT, LLC
a Georgia limited partnership
By: OTS Events GP. LLC
a Delaware limited liability company,
its general partner
Matt Bronfman, Vice President Jeffrey Straus, Managing Member
COLUMBIA TRISTAR MARKETING GROUP, INC. By:________________________________ Date:______________________________
Jeff Blake, Vice Chairman
Columbia Tristar Marketing Group, Inc.
OTS Events, L.P./Countdown Entertainment, LLC EXHIBIT A
1. COMPANY agrees to pay PROMOTER the sponsorship fees as set forth below:
$296,250 due and payable on the later of: (i) ten (10) business days after full execution of this Agremeent or (ii) December 1, 2013; and receipt of invoice; and
$98,750 due and payable on or before January 2, 2014 and receipt of invoice.
PROMOTER will provide COMPANY with invoices for any payment due under this Agreement. The invoice must indciate all of the following: date; the applicable purchase order number, a description of the sponsorship for which payment is being requested; amount due; the title of the Picture to which the invoice applies; the name of the CTMG Representative; and PROMOTER’S federal ID number. All invoices must be numbered and preprinted. Handwritten invoices are not acceptable, but pre-numbered invoices on receipt books are acceptable. PROMOTER must be entered into and be actived in COMPANY’s marketing finance system whch includes completion and submission of COMPANY’s set-up forms.
Columbia TriStar Marketing Group, Inc.
OTS Events, L.P./Countdown Entertainment, LLC EXHIBIT B
PROMOTER Obligations: Promoter hereby agrees to provide, at Promoter’s sole cost, expense and responsibility, COMPANY with the following:
1. Exclusive right to be designated as the “Official Superhero of Times Square New Year’s Eve", Official Superhero of the Times Square New Year's Eve Celebration”, "Official Superhero of the Times Square New Year's Eve Ball”, or similar language to be mutually agreed upon during the Term of this Agreement.
2. Right to use, free of charge, the PROMOTER's Marks and Materials, Times Square New Year’s Eve name, logos and images, Times Square New Year’s Eve Celebration name, logos and images, Times Square New Year's Eve Ball name, logos and images, Times Square Confetti Wishes name, logo and images, and images, photographs and video footage of the Event (collectively “Event IP”) for advertising, marketing, publicity, promotions, retail displays and product packaging in perpetuity throughout the world in any and all media.
3. Right to use host platform on Countdown Stage at Duffy Island, Times Square sound system, six mobile LED event screens controlled by event organizers and the Toshiba LED sign atop One Times Square for introducing and displaying a clip from the Picture (not to exceed 3 minutes) during the Times Square New Year’s Eve Celebration (the “ Clip”) [PL: it’s a film clip, not trailer clip, right?] Correct. The end of the Clip will be accompanied by red and blue pyrotechnic effects atop One Times Square to be executed by Promoter . COMPANY will provide the Clip in a mutually agreed format on or before December 26, 2013. The Clip promotional activity (but not the Clip) is subject to the reasonable approval of PROMOTER and the Times Square Alliance.
4. Opportunity to provide live musical DJ performance by Jamie Foxx/Electro as an enhancement to the Clip or a separate performance by Jamie Foxx (the “Performance”) (subject to Jamie Foxx’s availability). The Performance is subject to the reasonable approval of the Times Square Alliance and CTD. The Performance will be live to track or full track. The Performance may occur on the Countdown Stage, Nivea Stage or other Times Square location. The Performance will be broadcast to the Times Square revelers using the Times Square sound system, six mobile LED event screens, and the Toshiba LED sign atop One Times Square. The Performance is also an opportunity for TV network broadcast integration. COMPANY is responsible for all talent costs and additional staging costs directly related to the Performance (e.g. performance and licensing fees solely with respect to the live-performance, costumes, music tracks, catering, green room, hotel, transportation, props, special effects, rigging, etc.)
5. Right to be the exclusive “Presenting Sponsor” of “Times Square New Year’s Eve Confetti Wishes” where individuals write their wishes for the New Year on actual Times Square confetti at the Times Square Museum and Visitors Center. The Confetti Wishes will be mixed-in and released with the traditional multi-colored tissue confetti at midnight on New Year’s Eve. Individuals can also participate by sending in Confetti Wishes online.
A. On December 31st, the Times Square New Year’s Eve announcer will use a Company- approved Picture-themed and dedicated audio tagline (provided by COMPANY) prior to reading one or more Confetti Wishes joined by celebrity guests two minutes prior to the 7pm, 8pm, 9pm and 11pm hours leading to midnight. The Times Square New Year’s Eve announcer and/or celebrity guest will draw the Confetti Wishes to be read from a Picture-themed and dedicated box/bag/can.
B. On December 31st, the Times Square New Year’s Eve announcer will use the Company approved Picture-themed and dedicated audio tagline prior to reading one or more Confetti Wishes joined by Company or Picture spokesperson three minutes prior to the 10pm hour leading to midnight. The Times Square New Year’s Eve announcer and/or Company or Picture spokesperson will draw the Confetti Wishes to be read from a Picture-themed and dedicated box/bag/can.
a. Opportunity, at no cost to Company, for Company or Picture spokesperson to use host platform on main stage, Times Square sound system and the six mobile LED event screens for mutually agreed to promotional activity during the Celebration. For example, a charity partner, consumer/sales promotion, or making a person’s Confetti Wish come true or a Contest (defined below).
b. Opportunity for broadcast network integration.
C. The Official Times Square Confetti Wishes submission page where individuals enter their online Confetti Wishes will include a Picture logo and link to Picture website or downloadable coupon/offer, subject to COMPANY’S prior written approval.
D. Retail promotional opportunity to setup in-store display for customers to submit their Confetti Wishes online.
6. Similar to midnight confetti, Event Organizers will arrange to release 500 pounds of red and blue colored tissue confetti after the 10pm Confetti Wishes segment when the Company or Picture spokesperson is on the host platform of the main stage.
7. Opportunity to include “BE AMAZING” branded paper confetti with 10pm and midnight confetti releases for an additional cost. Opportunity to add 7pm, 8pm, 9pm and 11pm “BE AMAZING” branded paper confetti releases after each hourly countdown.
8. After the 7pm, 8pm, 9pm, 10pm and 11pm pre-midnight hourly countdowns, the right, at no cost to Company, to provide a 15 second entertaining video of one or more of the Picture movie characters or movie cast and/or crew saying Happy New Year along with a brief fun message/resolution to the Times Square revelers using the event sound system, six mobile LED screens controlled by Event Organizers and the Toshiba LED sign atop One Times Square. COMPANY will provide video message in mutually agreed format on or before December 26, 2013. The video message is subject to the reasonable approval of PROMOTER and the Times Square Alliance. The parties hereby agrees that the video messages may be pre-recorded videos of Picture cast and/or crew.
9. TSTV World Pool Feed and Times Square New Year’s Eve Event Webcast will include coverage of the Picture Confetti Wishes and Happy New Year messages at the top of each hour as well as the Clip and Performance.
10. Right to embed Times Square New Year’s Eve Event Webcast on the Picture website and/or Picture’s Facebook page. [PL: do you want the right to replay this for a longer period? How long?] Let’s keep it up for the month of January, does that work for you? I don’t think they will care how long we keep it up. 11. Right to post video clips of Picture-related video segments from the Times Square New Year’s Eve Webcast on Picture website and/or Picture’s Facebook page.[PL: do we want the right to post these for a longer period? How long?] Same as above 12. Right to participate in the annual Times Square Confetti Test press event on December 29th. Representatives of the Picture and/or Company and the Event Organizers will release confetti from Picture co-branded scissor lift on Broadway Pedestrian Plaza in Times Square between 46th and 47th Streets, or other mutually agreed to Times Square location. After the confetti test, the press event continues inside the Times Square Museum and Visitors Center at the Wishing Wall where media reports on the Confetti Wishes and media is invited to add their Confetti Wishes to the Wishing Wall. The Confetti Test is also an opportunity to distribute Company’s promotional items at street level during the press event.
13. Right to display a fifteen-second New Year’s Eve related video ad (no audio) on the six giant LED event screens controlled by Event Organizers two times during each hour of the celebration beginning at 6:15pm and ending at 12:15am. The giant LED screens are located at 43rd Street & Seventh Avenue, 43rd Street & Broadway, 50th Street & Broadway, 52nd Street & Broadway, 54th Street & Broadway, and 58th Street & Seventh Avenue, subject to NYPD requirements. COMPANY will provide video ad in mutually agreed format on or before December 26, 2013. The video ad is subject to the reasonable approval of PROMOTER and the Times Square Alliance.
14. Right to inclusion of Picture logo and a link to Picture website on the New Year's Eve pages of the Times Square Alliance website, similar to the placement and size of other Times Square New Year’s Eve sponsors. The Times Square Alliance website is the official website of Times Square (www.TimesSquarenyc.org).
15. Right to have Picture-related Times Square New Year’s Eve event related activities prominently featured in two facebook posts on Times Square Alliance facebook page. [PL, do you want to specify when?] no, it will just happen at some point in December 16. Right to have Picture-related Times Square New Year’s Eve event related activities prominently featured in tweets by the Times Square Alliance. The Times Square Alliance will send a minimum of one tweet the week the press release is sent, a minimum of one tweet during the testing of the confetti on Times Squares and a minimumof two tweets during New Years Eve week.
17. Right to have Picture-related Times Square New Year’s Eve event related activities prominently featured in three tweets to be sent between December 29th and December 30, 2013 by the Times Square Ball.
18. Right to twenty (20) tickets to the official Times Square New Year’s Eve VIP Party at the Hard Rock Cafe with access to exclusive street viewing area for the Ball Lowering; and same opportunity as other sponsors to purchase additional tickets.
19. Special Up-Close Pre-New Year’s Eve VIP Ball viewing and photo opportunity for twenty (20) designated people on the roof of One Times Square in the late afternoon on December 30th.
20. Right to conduct a Times Square New Year’s Eve sweepstakes/contest promotion where the winner(s) have an opportunity to meet Spider-Man on stage during the Times Square New Years Eve Confetti Wishes and to attend the Times Square New Year’s Eve VIP party (“Contest”). COMPANY will meaningfully consult with the Times Square Alliance and CTD regarding the Contest, but COMPANY, as the sponsor of the Contest, shall have final approval and management of the Contest and shall be responsible for all costs related to the Contest.[PL: pls confirm this is accurate] Yes , this is correct.
21. Right to provide up to 30,000 gloves/mittens co-branded with Picture logo/artwork and “Happy 2014”, “Happy New Year” or other Times Square 2014 message that will be distributed by the Times Square Alliance to the revelers in Times Square on New Year's Eve. PROMOTERshall have approval rights over its Marks that appear on the Picture gloves/mittens, COMPANY shall have sole discretion over the design of the Picture gloves.[PL pls confirm if accurate] COMPANY is responsible for the costs of designing, manufacturing and shipping of the Picture gloves/mittens to CTD at One Times Square, 1475 Broadway, New York, NY 10036. The Picture gloves/mittens must arrive at One Times Square on or before December 26, 2013.[PL take notice] Copy this, fingers are crossed 22. Opportunity to use, at no additonal cost to Company, the Times Square Ball, pole and upper roof of One Times Square for mutually agreed to Picture promotional activity in April 2014. For example, installing giant web atop One Times Square as backdrop for aerial acrobatics by Spider-Man for televised media event during premiere week (“Promotional Event”). PROMOTER shall obtain, for itself and on behalf of COMPANY, all permissions, rights, and licenses and permits necessary to conduct the Promotional Event at Promoter’s cost and expense.
23. As between PROMOTER and COMPANY, PROMOTER shall be fully responsible, at its sole cost and expense, for designing, coodinating, producing, managing, implementing, operating and executing the Event and all activties, elements and materials related thereto.