DEMA Go Dive Now Pool Tour Dive Center Participation and Sponsorship Agreement
This Agreement is between the Diving Equipment and Marketing Association (hereinafter “DEMA”), with corporate offices at 3750 Convoy Street, Suite 310, San Diego, CA 92111, and the indicated Dive Center, (hereinafter “DIVE CENTER”) with offices at the indicated address.
WHEREAS the purpose of the DEMA Go Dive Now Pool is to promote awareness of scuba diving by providing an operation whereby all DEMA member dive stores in a specified geographic market area can build media and public awareness in a neutral and cooperative environment;
and WHEREAS, DEMA endeavors to make available valuable promotional and advertising benefits from participation with the activities related to the DEMA Go Dive Now Pool at the indicated event (hereinafter EVENT);
and WHEREAS DIVE CENTER can provide services to the operation of the DEMA Go Dive Now Pool for the EVENT, the parties agree as follows:
Article I – CONSIDERATION
In consideration of services provided by DIVE CENTER, DEMA hereby provides DIVE CENTER with all benefits listed in Addendum A in connection with the DEMA Go Dive Now Pool. In addition, DEMA will provide services as listed in Article III.
Article II – RESPONSIBILITIES OF DIVE CENTER
A. DIVE CENTER shall provide support as described in Addendum A of this Agreement.
B. DIVE CENTER shall provide promotional materials as noted in Addendum A of this Agreement at no cost to DEMA in sufficient quantities for distribution to Go Dive Now Pool participants at the EVENT.
C. DIVE CENTER shall grant DEMA the use of DIVE CENTER Logo on DEMA websites, materials and signage associated with DEMA’s Go Dive Now Pool for the EVENT, in compliance with DIVE CENTER’S policies on such logo usage.
D. DIVE CENTER shall provide a Go Dive Now Pool web banner advertisement of at least 150 x 60 pixels on the DIVE CENTER website beginning at least 30 days prior to the EVENT, using the logo and web link requirements as listed in Addendum B of this Agreement. The banner shall remain on the website until the completion of the EVENT.
E. DIVE CENTER shall provide an active hyperlink to www.GoDiveNow.com website on the home page of the DIVE CENTER website using the appropriate logo and web link requirements as listed in Addendum B of this Agreement. The link shall remain on the website until the completion of the EVENT.
F. DIVE CENTER will comply with all policies as noted in the latest version of the document DEMA Go Dive Now Pool Retailer Participation Kit and with all directives of the Go Dive Now Pool Coordinator.
G. DIVE CENTER shall provide at least three (3) persons for the purpose of performing the duties associated with operating the Go Dive Now Pool. These persons shall be qualified as follows:
1. At minimum two (2) individuals certified to the Dive Master or Dive Con level (Dive Instructor preferred) for the purpose of performing in-water and other duties associated with operating the Go Dive Now Pool. Duties and direction requirements are noted in Addendum A to this Agreement.
2. At minimum one (1) additional person to perform additional duties associated with operating the Go Dive Now Pool. Duties and direction requirements are noted in Addendum A to this Agreement.
Article III – RESPONSIBILITIES OF DEMA
A. DEMA shall provide DIVE CENTER listing, including name and phone number, on the corresponding pool event page of www.GoDiveNow.com beginning within five (5) business days following the execution of this Agreement.
B. DEMA shall provide a hyperlink to the DIVE CENTER website on the corresponding pool event page of www.GoDiveNow.com within five (5) business days of the execution of this Agreement.
C. DEMA shall report any available audited media statistics to DIVE CENTER following EVENT.
D. DEMA shall, upon completion of active participation by DIVE CENTER in set up and tear down of pool and associated equipment, provide to DIVE CENTER a list of the individuals that participated in Go Dive Now Pool during the EVENT. List shall be provided in the manner and conditions described in Addendum A to this Agreement.
E. DEMA shall make a good faith effort to contact the local media for the purpose of generating publicity for the presence of the Go Dive Now Pool at the EVENT.
Article IV– CONFIDENTIALITY
Except as otherwise outlined in this Agreement or required by law, each party agrees to maintain the confidentiality of all proprietary information contained within this Agreement and all proprietary information supplied by the other party, including records of individual participants.
Article V – CONSTRUED UNDER LAWS OF CALIFORNIA
The provisions of this Agreement, and all rights and obligations of the parties hereunder shall be governed and construed in accordance with the laws of the State of California, USA.
Article VI – TERMINATION
A. This Agreement shall be only for the EVENT.
B. Either party may terminate this Agreement for any reason by providing written notice of its desire to terminate at least ten (10) days prior to the effective date of the EVENT or the date of termination, whichever comes first. In each case, the notice shall be sent to the other party’s principal place of business by certified mail, return receipt requested and notice is deemed provided upon the date of receipt. DIVE CENTER sponsorship payments are fully earned and payable on execution of this Agreement and not refundable unless terminated by DEMA.
C. Notwithstanding the foregoing, this Agreement may be terminated upon the happening of any of the following events:
1. Automatically in the event of the voluntary or involuntary bankruptcy or insolvency of either party;
2. On written notice at least ten (10) days prior to the effective date or the EVENT, whichever is first, by either party in the event of the default by the other party of any of its material obligations hereunder, provided that such default is not cured during the pendency of such notice.
3. Automatically and immediately when DEMA determines that directives or written guidelines provided by DEMA are violated during the EVENT.
D. This Agreement may be terminated with ten (10) days written notice when DEMA determines that DIVE CENTER, or its employees have behaved in a manner that brings the Association into public disrepute, contempt, scandal, or ridicule or that reflects unfavorably upon the reputation or the high moral or ethical standards of DEMA.
Article VII – RIGHTS UPON TERMINATION
A. DEMA shall cease its activities on behalf of DIVE CENTER upon termination of this Agreement.
B. Termination of this Agreement shall bar DIVE CENTER from holding itself out in any way as contracted by DEMA.
Article VIII– AMENDMENTS TO AGREEMENT
No changes to this Agreement shall be binding unless made in writing, agreed to and signed by authorized agents of both parties.
Article IX – HOLD HARMLESS
Each party hereto agrees to indemnify and to hold the other harmless from any and all liability, loss, damage, fines, penalties and costs, including expenses and reasonable attorney’s fees which either party shall sustain by reason of the other party’s negligent acts or omissions in carrying out their respective responsibilities set forth in this Agreement.
Article X – ENTIRE AGREEMENT
This document represents the entire Agreement between the parties hereto and supersedes all prior oral and written agreements.
This agreement does not constitute or imply either party as an owner in part or in full, joint venture, partner, or agent of the other. Any act or omissions by either party shall not bind or obligate the other, unless otherwise expressly set forth in this agreement.