Sponsorship Agreement

This Sponsorship Agreement is between the Investment Adviser Association (the “IAA”), and purchaser (“Sponsor”), each, a “Party” and together, the “Parties”. The Parties hereby agree as follows:

Sponsorship Benefits

The Sponsor is entitled to the sponsorship benefits purchased. The sponsorship benefits must be used during and in conjunction with the affiliated meeting if applicable, unless otherwise mutually agreed upon in writing by the IAA and the Sponsor, or within one year from the date of this Agreement in the case of a force majeure event as described below.

Payment Terms

The fees are to be paid at the time of purchase.  

Intellectual Property

The IAA and the Sponsor are each authorized to use each other’s names, trademarks, and logos (Intellectual Property) solely in connection with the marketing, promotion, and operation of the Sponsored Program. This authorization does not convey, transfer, or assign ownership or any other intellectual property rights from one party to the other. No other uses are permitted without the express prior written consent of the Intellectual Property owner. Each Intellectual Property owner has the right to seek preapproval, to review, and/or to dis-approve any use of its Intellectual Property. The Sponsor agrees to supply the IAA in advance, upon request, with samples of materials bearing each of their names, trademarks, or logos.

Relationship of Parties

No relationship other than that of sponsor/sponsored party is intended, including, but not limited to, customer, franchise, joint venture, agency, employer/employee, or any other special relationship. Neither party shall act in a manner that expresses or implies such a relationship.

Confidentiality

The IAA and the Sponsor each agree to maintain as confidential and not to disclose (except to their respective employees, agents, and consultants as needed with respect the implementation of this Agreement), share, copy, or use any confidential or proprietary information (Confidential Information) of the other Party, which, for the IAA, includes, without limitation, materials in the IAA’s Resource Library and IAA member or event-attendee lists and/or contact information, without prior written consent, except that each Party may, without the other Party’s prior written consent, disclose the other Party’s Confidential Information (a) to its employees, agents and consultants (collectively, “Representatives”) who have a need to know such information in order for such Party to fulfill its rights and/or obligations under this Agreement and are bound by a corresponding obligation of confidentiality, and (b) to the extent required by law. The IAA and the Sponsor each agree to protect the Confidential Information of the other party with the same degree of care they exercise to protect their own Confidential Information, but in no event with less than reasonable care, and to prevent their unauthorized, negligent, or inadvertent use, disclosure, or publication of such Confidential Information . The IAA and the Sponsor will promptly notify each other of any actual or suspected misuse or unauthorized disclosure of the other party’s Confidential Information. Each Party shall use the other Party’s Confidential Information solely in accordance with the provisions of this Agreement. Notwithstanding anything to the contrary in this Agreement, neither Party shall sell or for any consideration provide any Confidential Information to any party for any purpose. Each party is responsible for the compliance of its Representatives with the terms of this Agreement.

Permitted Uses of Attendee Contact Lists

IAA may collect Personal Information from event attendees, including name, email address, company name, and job title (“Attendee Contact List”), for the purpose of marketing and promoting the Sponsored Program.  “Personal Information” means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household.

IAA will be responsible for providing point of collection privacy notices and obtaining any necessary consents from attendees to share their Personal Information with Sponsor in accordance with applicable laws. IAA may share Attendee Contact List with Sponsor for the specific and limited purpose of Sponsor marketing Sponsor’s services to Sponsored Program attendees, and for no other purpose.  Sponsor may not disclose Personal Information of an attendee on the Attendee Contact List with any third parties unless: (1) such third parties are providing services on behalf of Sponsor as a service provider; (2) such service provider’s use of the Personal Information is limited under contract to the specific purposes for which the information was shared with the Sponsor’s service provider(s); and (3) such purposes for disclosure align with the terms of this Agreement.

If Sponsor believes it will be unable to comply with applicable privacy and data protection laws, Sponsor will promptly notify IAA. Without limiting the foregoing, Sponsor will grant IAA the right to take reasonable and appropriate steps: (i) to help ensure that Sponsor uses Personal Information transferred in a manner consistent with IAA’s obligations under applicable privacy and data protection laws; and (ii) to, upon notice, stop and remediate any unauthorized use and processing of Personal Information.

For avoidance of doubt, IAA and Sponsor shall comply with all applicable privacy and data protection laws in the processing of the Personal Information provided by IAA through the sharing of the Attendee Contact List, and Sponsor shall provide the same level of privacy protection as is required by IAA under applicable privacy and data protection laws, including the California Consumer Protection Act (CCPA).

Indemnification

The IAA and the Sponsor (each, an “Indemnifying Party”) each agree to indemnify and hold harmless the other as well as their respective officers, directors, trustees, employees, agents, and consultants (each, an “Indemnified Party”) from any and all third-party claims, losses, damages, liabilities, judgments, or settlements, including reasonable attorneys’ fees, costs, and other expenses, but only where and to the extent that they result from or arise out of: (1) the willful misconduct or grossly negligent acts or omissions of the IAA or the Sponsor, or their employees, agents or subcontractors in connection with the sponsorship of the conference under this Agreement,  or (2) the misuse by a party of the other’s Intellectual Property. This Agreement is subject to laws of the State of New York. This obligation is subject to the Indemnified Party notifying the Indemnifying Party promptly in writing of the claim and providing reasonable assistance necessary for the Indemnifying Party to perform its obligations hereunder. This Indemnification section shall survive any termination or expiration of this Agreement. 

Termination

The IAA will begin marketing and advertising the program shortly after it receives the Sponsor package fee. Therefore, there will be no refunds of the Sponsor package fee once payment is received. In the event of a force majeure or other event or circumstance resulting in the cancellation of a Sponsored Program by IAA, the Parties will work in good faith to reschedule the program or an alternative similar program and the full Sponsor Fee set forth in Exhibit A of this Agreement shall be applied to any such rescheduled or alternative similar program.

 This Agreement is executed by the Parties by their respective authorized officers as of the date of purchase.