General Sponsor Terms
In addition to the terms listed in your respective Sponsor Letter of Agreement (as provided by NDAL), the following are further sponsor terms:
Representations and Warranties. Each Party represents and warrants for the benefit of the other Party that it has the legal authority to enter into this Agreement and is able to comply with the terms herein.
Successors and Assigns. This Agreement and all the terms and provisions hereof shall be binding upon and inure to the benefit of the Parties and their respective legal representatives, heirs, successors, and/or assigns. The transfer, or any attempted assignment or transfer, of all or any portion of this Agreement by a Party without the prior written consent of the other Party shall be null and void and of no effect.
No Third-Party Beneficiaries. This Agreement is not intended to benefit and shall not be construed to confer upon any person, other than the Parties, any rights, remedies, or other benefits, including but not limited to third-party beneficiary rights.
Severability. If any one or more of the provisions of this Agreement shall be held to be invalid, illegal, or unenforceable, the validity, legality, or enforceability of the remaining provisions of this Agreement shall not be affected thereby. To the extent permitted by applicable law, each Party waives any provision of law which renders any provision of this Agreement invalid, illegal, or unenforceable in any respect.
Independent Contractors. Nothing contained herein shall constitute or be construed as the creation of any partnership, agency, or joint venture relationship between the Parties. Neither of the Parties shall have the right to obligate or bind the other Party in any manner whatsoever, and nothing herein contained shall give or is intended to give any rights of any kind to any third party. The relationship of the Parties shall be as independent contractors.
Indemnification. Sponsor agrees to indemnify and hold harmless NDAL, its officers, directors, employees, and agents, for any and all claims, losses, damages, liabilities, judgments, or settlements, including reasonable attorneys’ fees, costs (including costs associated with any official investigations or inquiries) and other expenses, incurred on account of Sponsor’s acts or omissions in connection with the performance of this Agreement or breach of this Agreement or with respect to the manufacture, marketing, sale, or dissemination of any of Sponsor’s products or services. NDAL shall have no liability to Sponsor with respect to its participation in this Agreement or receipt of the Sponsorship Payment, except for intentional or willful acts of NDAL or its employees or agents. The rights and responsibilities established in this section shall survive indefinitely beyond the term of this Agreement.
Notices. All notices or other communications to be given or delivered under the provisions of this Agreement shall be in writing and shall be mailed by certified or registered mail, return receipt requested, or given or delivered by reputable courier, facsimile, or electronic mail to the Party to receive notice at the addresses provided in the respective sponsor letter of agreement.
Governing Law; Jurisdiction. This Agreement shall be construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflicts of law principles. Jurisdiction and venue for litigation of any dispute, controversy, or claim arising out of or in connection with this Agreement shall be only in a United States federal court in Pennsylvania or a Pennsylvania state court having subject matter jurisdiction. Each of the Parties hereto hereby expressly submits to the personal jurisdiction of the foregoing courts located in Pennsylvania and hereby waives any objection or defense based on personal jurisdiction or venue that might otherwise be asserted to proceedings in such courts.
No Waiver. A waiver of any breach of any provision of this Agreement shall not be deemed a waiver of any repetition of such breach or in any manner affect any other terms of this Agreement.
Limitation of Damages. Except as otherwise provided herein, neither Party shall be liable to the other for any consequential, incidental, or punitive damages for any claims arising directly or indirectly out of this Agreement.
Cumulative Remedies. All rights and remedies provided in this Agreement are cumulative and not exclusive, and the exercise by either Party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the Parties, or otherwise.
Captions. The captions and headings are included herein for convenience and do not constitute a part of this Agreement.
Amendments. No addition to or change in the terms of this Agreement will be binding on any Party unless set forth in writing and executed by both Parties.
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument. A signed copy of this Agreement delivered by facsimile, electronic mail, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
Entire Agreement. This Agreement (including the Exhibit) sets forth the entire agreement of the Parties and supersedes all prior oral or written agreements or understandings between the Parties as to the subject matter of this Agreement. Except as otherwise expressly provided herein, neither Party is relying upon any warranties, representations, assurances, or inducements of the other Party.