Contract Language for SPP Contract 10/1/2024

ALTA SPONSORSHIP AGREEMENT

1. THIS SPONSORSHIP AGREEMENT (“the Agreement”) is made between the American Land Title Association ("ALTA”) a District of Columbia non-profit corporation exempt from taxes under Internal Revenue Code § 501(c)(6) and ______________________(“Sponsor”) a __________________. ALTA and Sponsor are individually a “Party” and collectively the “Parties”.

2. The Parties have agreed to enter into this Agreement to set forth the terms of Sponsor’s non-exclusive sponsorship of the ALTA’s Programs (“Programs”), advertising space in ALTA publications (“Advertisement(s)”), and where applicable exhibit spaces at various events organized by ALTA as detailed in Schedule A to this Agreement (“Schedule A”), and in exchange for certain contributions to ALTA collectively Strategic Partner Program (“SPP”).  The SPP is an annual program that typically begins at the start of the calendar year, but in some circumstances may start during the year. By participating in the SPP the Sponsor is designated a Strategic Partner for the period defined by the Section 4.1 subject to the completion of this agreement, abiding by its terms and conditions, and the payment in full for all invoices arising from the Agreement.

3. Effective Date.

3.1.       The Effective Date of this Agreement (“Effective Date”) is the date upon which the last Party signed this Agreement.

4. Term and Termination

4.1.       The Term of this Agreement will begin on the Effective Date and continue until _______________. A Party may terminate this Agreement if (i) they notify 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 fifteen (15) days of such notice; or (ii) both Parties agree to terminate by mutual written consent.

5. Sponsorships.

5.1.       Programs consist of sponsorship opportunities (“Opportunities”) at ALTA events throughout the year and are detailed in the annual ALTA Media Kit published on ALTAs website  https://www.alta.org/business-operations/industry-partners/advertise-with-alta (“Media Kit”). The Media Kit lists all available Opportunities, SPP qualification levels, pricing, and the benefits of the SPP in the form of priority of selection and any associated discounts or credits the Sponsor might enjoy during the life of the Program.

5.2.       In consideration for the right to sponsor ALTA’s Programs in the manner listed above and to be acknowledged by ALTA as a sponsor of those Programs during the term of this Agreement, Sponsor agrees to make a cash contribution to ALTA in the amount listed in Schedule A. Full payment must accompany the invoicing of this Agreement unless alternative payment options have been established in Schedule A. Further, if an Opportunity requires the usage of additional products, services and/or facilities (such as sponsored items for a giveaway), Sponsor agrees to provide those to ALTA at its additional expense. In addition to the amounts listed above, Sponsor agrees to cover any additional production expenses for providing the sponsored item or service as part of an ALTA Program.

5.3.       Sponsors must maintain a membership in good standing with ALTA for the duration of the Term. Failing to remain a member in good standing with ALTA will constitute a material breach of this Agreement.

5.4.       In the rare event that a meeting or sponsorship must be changed based on circumstances, Sponsor will be contacted with an opportunity to reallocate their contribution to another event or item. Upon agreement of the Parties, Sponsor may be allowed to reallocate their contribution to a future year without causing a reassessment of their partnership level or any free or discounted items provided under this Agreement.

5.5.       During the term of this Agreement, ALTA agrees to identify and acknowledge Sponsor as a sponsor of the ALTA’s Programs, pursuant to Internal Revenue Code § 513(i) and related Treasury Regulations, by displaying Sponsor’s logo and other agreed-upon identifying information on ALTA’s marketing, advertising, and promotional media, in the manner (placement, form, content, etc.) reasonably determined by ALTA in its sole discretion. Sponsor agrees to provide all the necessary content and materials for use in connection with such sponsorship. During the term of this Agreement, Sponsor shall be permitted to utilize ALTA’s name, acronym and logo for the sole purpose of promoting Sponsor’s sponsorship of ALTA’s Programs.

5.6.       To the extent that any portion of a payment under this section would not (if made as a Separate payment) be deemed a qualified sponsorship payment under IRC § 513(i), such portion shall be deemed and treated as separate from the qualified sponsorship payment.

6. Meeting Rooms, Spaces and Hospitality Hubs.

6.1.       All meeting rooms, event spaces and suites sufficient for use as a meeting or hospitality space at all ALTA event locations (“Meeting Spaces”), must be released by ALTA prior to its booking by Sponsor. Each space may have an additional fee for its use. Sponsor agrees that it may not book any Meeting Spaces at an ALTA event location without obtaining a written release of space from ALTA to the staff at the property space (“Release”).

6.2.        Sponsors agrees to request written permission from ALTA to discuss Meeting Space options directly with property staff. This applies to any and all space in or around all buildings connected or adjacent to the Property, and whether or not the Meeting Space is specifically listed in any marketing or sponsorship prospectus (“Media Kit”).

7. Meeting Space Exclusivity.

7.1.       Unless specifically marked in this Agreement, all events or items sponsored are not exclusive to a single Sponsor. When a Sponsor elects to utilize a Meeting Space on the premise of an ALTA Event the use of the space is not exclusive, and the space may be used by other sponsors or parties during the same Event. Location exclusivity may be available through an additional fee and advanced notice. ALTA may it is discretion disclose to other sponsors, the date time and location of any events hosted by other Sponsors to aid in planning.

8. Advertisements.

8.1.       As part of the Program Sponsors may purchase advertising space in ALTAs publications and on its website.  These are detailed in the annual ALTA Advertising Guide available at https://www.alta.org/business-operations/industry-partners/advertise-with-alta (“Advertising Guide”)

8.2.       ALTA in in its sole discretion, reserves the right to (a) accept or reject any submitted Advertisement or to discontinue publication of any previously accepted Advertisement (provided that ALTA shall return any payment received with respect to such rejected Advertisement), and (b) refuse any Advertisement that does not completely conform to every detail, instruction, method and guidelines determined by the ALTA in its technical specifications (subject to change at any time by the ALTA in its sole discretion). In the event of a refusal because an Advertisement does not meet ALTA specifications or guidelines, ALTA shall be entitled to retain any payment received with respect to such Advertisement.

8.3.       Advertisers are solely responsible for submitting correctly sized artwork to ALTA by the Artwork Deadline(s) (“Artwork Deadline”) as described in the ALTA Advertising Guide. Each advertiser is responsible for submitting all artwork for their Advertisements on or before the 15th day of the month prior to when the Advertisement is to be published. In the event that the advertiser misses a deadline, ALTA may at its discretion substitute the artwork of a prior Advertisement or forfeit the Advertisement space, with no refund.  All Advertisement purchases are for a single Advertisement for a minimum of 1 calendar month, any changes to Advertisements within a calendar month are regarded as a Mid-Month Swap out (“Swap-out”) and may incur an additional fee.

8.4.       Sponsor is solely responsible for any legal liability arising out of or relating to (1) the Advertisement, and/or (2) any material to which users can acquire through the Advertisement. Sponsor specifically represents and warrants that the Advertisement complies with ALTA’s advertising standards, and that it holds all of the necessary rights to permit the use of the Advertisement by ALTA for the purpose of this Agreement; and that the use, reproduction, distribution, or transmission of the advertisement will not violate any criminal laws or any rights of any third parties, including, but not limited to, such violations as infringement or misappropriation of any copyright, patent, competition, defamation, invasion of privacy or rights of celebrity, violation of any anti-discrimination law or regulation, or any other right of any person or entity. Sponsor agrees to indemnify ALTA and to hold ALTA harmless from any and all liability, loss, damages, claims, or causes of action, including reasonable legal fees and expenses that may be incurred by ALTA, arising out of or related to Sponsor’s breach of any of the foregoing representations and warranties.

9. Exhibiting at ALTA Events.

9.1.       Each year ALTA may host a number of events (“Events”) for its Membership where Sponsors may purchase space to exhibit their products and services (“Booths”) and become Exhibitors (“Exhibitors”), typically ALTA Events are held in a hotel and its integrated conference facilities (“Event Location”).

9.2.       APPLICATION AND ELIGIBILITY: The application for a Booth(s) or a space at an Event should be made by individual who has the authority to act for the Exhibitor and

9.2.1.   be made via this Agreement, or,

9.2.2.   directly via ALTAs website at https://portal.alta.org/exhibits/upcoming-exhibits , or

9.2.3.   indirectly via an ALTA Staff member purchasing the Booth on behalf of an Exhibitor whereupon an invoice will be sent to the Exhibitor for payment where the individual requesting the purchase has the authority to act for the Exhibitor, and by doing so such Exhibitor accepts that it is bound by the terms of this agreement.

9.2.4.   ALTA reserves the absolute right to decline any application for a Booth or any other space at an Event for any reason, including without limitation if, in ALTA’s judgment, the products or services to be shown or demonstrated are not applicable to the title, mortgage or real estate businesses, are inconsistent with the stated purposes of ALTA or the interests and welfare of its members, or are unreasonably duplicative of services or products offered by or available from ALTA or any of its affiliates, subsidiaries or exclusive sponsors.

9.2.5.   ALTA reserves the right, in its sole discretion, to limit the types of companies and products represented at the Event, to accept or reject applications, and to assign or reassign booth space as it deems appropriate. ALTA reserves the right in its sole discretion to restrict, prohibit, evict any Exhibitor or Exhibitor personnel not complying with this agreement.

9.3.       CHARACTER OF THE EVENT: Each Exhibitor agrees to operate its Booth or space in a manner that is in keeping with the character and spirit of the Event and to refrain from behavior that has the effect of disturbing or disrupting other operations of other Exhibits. This includes the use of excessive audio visual or amplification without permission from ALTA or the use of materials that may be objectionable, offensive, inappropriate or illegal. Exhibitor agrees to exhibit only products and services made available by the Exhibitor in the regular course of its business to companies eligible for membership with ALTA. Exhibitor agrees to not utilize its exhibit to denigrate ALTA, its members or another Exhibitor. ALTA reserves the right to take the following actions in its sole discretion:

9.3.1.     To close any exhibit, instruct security to remove exhibit personnel,

9.3.2.     Or order the removal of any audio visual device if an Exhibit is found to be too loud, disruptive, disturbs other exhibits or violates this Contract.

9.4.       BOOTH SPACE: All Booths and related equipment will generally be located in a large space at the Event Location, (“Exhibit Hall”). At some Events this hall may be referred to by a different name but for the purpose of this agreement it is designated the Exhibit Hall.

9.5.       FLOOR PLAN, BOOTH SIZES AND OTHER SPACES: Classification of Booths and spaces and their assignment in the Event will be determined by ALTA in its sole discretion and will be identified in the Exhibit Hall floor plan (“Floor Plan”), and or Media Kit (“Media Kit”). Due to the great number of companies exhibiting similar or related product lines, ALTA cannot guarantee that a company exhibiting similar products (including a Sponsor’s or Exhibitor’s direct or indirect competitor) will not be located in a nearby or adjoining Booth or space. ALTA will make every effort to maintain the general configuration of the Floor Plan and Booth size for the Exhibit Hall as outlined in any prospectus. However, ALTA reserves the right to modify the Floor Plan if necessary, as determined solely by ALTA. ALTA will inform any Exhibitor whose Booth or space impacted by any change in Floor Plan.

9.6.       BOOTH DISPLAY AND EQUIPMENT:

9.6.1.   OFFICIAL DECORATOR: The official decorator for an Event, the “Decorating Company” is appointed solely by ALTA, will be detailed in respective Event Prospectuses.

9.6.2.   BOOTH ARRANGEMENT: Booths, Exhibit equipment, supplies and any Exhibitor associated paraphernalia shall be arranged to not obstruct the general view nor hide other Booths and Exhibitors. Exhibitor agrees to maintain its Booth or space in a tidy and well-kept manner and will not dispose of any trash or unwanted items anywhere other than a proper designated trash or disposal container and in the event of any spillage. Booths and Exhibits will not be permitted to interfere with the use of other exhibits or impede access to them or the free use of aisles. Plans for specially built designs not in accordance with regulations should be submitted in writing to ALTA’s Chief Operations Officer or Designee before construction is ordered and all such construction may only be performed by the Decorating Company or the Event location employees.

9.6.3.   BACK WALLS: Regular and specially built back walls including signs may not exceed an overall height of 8’. The 8’ height restriction applies to all Booths. Side rail dividers, between booths, should not exceed 38” in height unless explicitly permitted by ALTA in writing.

9.6.4.   SIGHT LINES: To provide each Exhibitor with unobstructed sight lines from aisles, Booths are restricted in the dimensions of their walls. Standard Booths are restricted in that their side wall “wings” can only be 8’ high in the part of the exhibitor’s space that is 5’ from the aisle line. The remaining 5-foot side rails are restricted to a 4’ height. Similarly, Booth furniture or fixtures more than 4’ high must be located behind this 5’ sight line. For a peninsula booth that is surrounded on three sides by aisles, these sight line restrictions also apply, i.e. when the Booths adjoin on the end of a row, an 8’ back wall can be no more than 10’ wide set in the center of the two Booths.

9.6.5.   Booth equipment and furniture that is not described in the Prospectus may be rented from the Decorating Company directly and without the involvement of ALTA. all costs associated with such rental are to be borne by the Exhibitors and paid directly to the Decorating Company.

9.7.       COMBUSTIBLES: Literature on display shall be limited to reasonable quantities. Reserve supplies shall be kept in closed containers and stored in a neat and compact manner. No flammable liquids are allowed in the building. Painting or spraying of toxic or flammable materials is prohibited. Smoking is prohibited in all areas except those designated by the Fire Department. These areas may be equipped with ashtrays and receptacles designed for discarded smoking materials.

9.7.1.   PROTECTION OF THE EVENT LOCATION. Nothing shall be posted on, or tacked, nailed, screwed or otherwise attached to columns, walls, floors or other parts of the Event property without permission from the proper building authority. Packing, unpacking and assembly of Booths shall be done only in designated areas and in conformity with the direction of ALTA, or the Decorating Company. Exhibitors assume all responsibility for compliance with all federal, state, and local regulations and ordinances, including those covering fire, safety, and health. All Booth and Exhibitor equipment and materials must be located within the Booth and be protected by safety guards and devices where necessary. Only fireproof materials may be used in displays and necessary fire precaution shall be taken by the Exhibitor. Required exit doors, exit lights, fire alarm sending stations, wet standpipe hose cabinets and fire extinguisher locations shall not be concealed or obstructed by any decorative material. Electrical wiring must conform to all federal, state, and local government requirements, including the National Electric Code safety rules. If the premises are defaced or damaged by an act of negligence by any Exhibitor, its agents, or guests, the Exhibitor will pay the sum deemed necessary for complete restoration to previous conditions.

9.7.2.   FLAME RETARDANT MATERIALS: All decorations, drapes, signs, banners, sails, acoustical materials, hay, straw, moss, split bamboo, plastic cloth, and similar decorative materials shall be flame-retardant to the satisfaction of the Fire Department by either a State Fire Marshall’s certification of flame retardancy or the ability to pass a field flame test; however, nothing in this section shall be held to prohibit the display of saleable goods permitted and offered for sale.

9.7.2.1.              When used as interior wall or ceiling finish, carpeting and similar materials having a napped, tufted, looped or similar surface shall have a Class 1 flame-spread classification. Any material having a brushed or napped finish, such as but not limited to carpeting materials, shall have a flame spread rating of not more than 25 regardless of location or occupancy.

9.7.2.2.              Unframed rigid combustible decorative material and assemblies of materials not more than 1/4 inch in thickness used for folding doors, room dividers, decorative screens, and similar applications and which are installed with all edges protected shall conform to the following: All exposed edges shall be protected with frames of metal or other noncombustible material, or solid wood of minimum 1/4 inch dimension. The total square foot area of the material shall not exceed 10% of that of the floor area of the room/ booth in which material is installed.

9.8.       BOOTH OPERATIONS:

9.8.1.   HOURS OF OPERATION: ALTA may from time to time promulgate such reasonable regulations governing the hours of access to displaces and eligibilities for admission. All Booth must remain intact until the official closing hour of the exhibits. Dismantling of Booths begins at or after the official close of the Exhibit Facility as outlined in the conference program. (“Official Closing Hour”). If the Exhibitor begins dismantling before Official Closing Hour Exhibitor may be subject to a $1,000.00 fine and will receive last selection for exhibit Booth space for Exhibitor’s next exhibiting event. Exhibitor shall not be liable for early dismantlement that is necessary as a result of causes beyond Exhibitor’s reasonable control, including but not limited to acts of God, war, strikes or labor disputes, embargoes, government orders or any other force majeure event.

9.8.2.   BOOTH CLEANLINESS AND HYGIENE: Sponsors are responsible for maintaining their Booths and spaces in a clean and hygienic state. All spillages of liquids or solids must be immediately cleaned up by either the Exhibitor or by arrangement with the Event Location staff. Exhibitors shall be liable for any and all costs associated with such cleaning. If an Exhibitor fails to clean its Booth or space in a timely manner, ALTA may its sole discretion instruct Event Location hotel to perform clean the Booth or space and the Exhibitor will be liable for any and all charges associated with such cleaning.

9.8.3.   SALES: Direct over-the-counter cash sales will be permitted. The Exhibitor is responsible for collecting and remitting taxes in accordance with federal, state, and local requirements.

9.8.4.   PRIZE DRAWINGS: Exhibitors may hold prize drawings at their individual Booths as desired. All prizes must be of a tasteful nature and in the spirit of the event. Where prizes are large or expensive in nature (>$1,000) Exhibitors must consult with ALTA first and obtain permission to use the prize as part of their draw.

9.8.5.   MUSIC: In general, Exhibitors may use sound equipment in their Booth as long as the noise level does not disrupt the activities of neighboring exhibitors. Speakers and other devices must be positioned so as to direct sound into the Booth or space rather than into the aisle. SOUND and NOISE MAY NOT EXCEED 80 DECIBELS. In the event Exhibitor plays recorded music in its assigned Booth, Exhibitor warrants that it will have obtained appropriate licenses and the authority to use such copyrighted music, and that it will comply with all terms and conditions of said licenses.

9.8.6.   PROMOTIONAL MATERIALS: Exhibitors shall not distribute to the persons attending the Event and the related conference any printed matter, including without limitation, company specific promotional materials; and complimentary newspapers and other periodicals; samples; souvenirs and the like, except from within Booth space or with the specific permission of ALTA. Distribution from booth-to-booth, or in the aisles, is forbidden, and Exhibitors must confine their exhibit activities to the leased Booth or space unless permission from ALTA has been obtain prior. The Exhibitor warrants further that it is the sole owner of all copyrighted materials appearing in its booth space, or in the alternative, that it has obtained appropriate licenses to display such materials.

9.8.7.   BALLOONS: ALTA and Event Facility must approve all helium balloons. Exhibitor agrees not to use any materials, including balloons, on Event Location property that will injure, mar, or in any manner deface any surface or any equipment contained herein.

9.9.       BOOTH OR SPACE RESERVATION, PAYMENT & CANCELLATION:

9.9.1.     Reservations may be made with a 100% cash deposit for each Booth space requested. If Exhibitor’s Booth choices are not available, space may be assigned which is most similar to the Exhibitor’s first choice in location. In the event that a Booth space is reserved by ALTA on behalf of an Exhibitor, ALTA will issue an invoice for the full amount and all these Terms and Conditions shall apply to the purchasing Exhibitor.

9.9.2.     Exhibitors are required to pay the invoice in the full amount by the sooner of the due date or by a date twelve (12) weeks before the start date of the subject Event. If the balance is not paid in full by this date, ALTA may resell, reassign, or reuse the space.  Any cancellation must be submitted in writing to the Chief Operations Officer or designee. If notification is received on or before sixteen (16) weeks prior to the start date of the subject Event, ALTA will refund 40% of the amount paid. Cancellations after this date obligates the Exhibitor to payment of the full rental amount and forfeiture of all monies paid. No Booth refunds will be issued after this date. No Exhibitor will be permitted to erect a display until the Booth or space fee is paid in full. All checks and payments should be made payable to the American Land Title Association or payment by credit card through ALTAs website, http://www.alta.org .

9.10.    EXHIBITOR’S REPRESENTATIVE: The Exhibitor will name one individual as its duly authorized representative, to have charge of the exhibit, and hereby accepts and assumes responsibility for such representative, or alternates, being in attendance at its Booth or space throughout Exhibit Hall open periods.

9.11.    FAILURE TO OCCUPY SPACE: Any Booth or space not occupied by one hour prior to the opening of the Exhibit Hall as outlined in the Event program as detailed in the respective Meeting Website Schedule found at https://www.alta.org/events/ or Prospectus, will be forfeited by Exhibitor, and its  Booth or space may be resold, reassigned, or used by ALTA without refund of rental price, unless arrangements for delayed occupancy have received prior written approval by ALTA. If a crated, constructed display is not set up by the time outline above it is agreed ALTA reserves the right to authorize setup, using resources of its choice and the cost for such service will be charged to the Exhibitor, which may or may not include additional overtime charges, at ALTAs sole discretion, and the Exhibitor hereby agrees to pay such charges upon receipt of an invoice from ALTA.

9.12.    CANCELLATION OF EVENT: In the event of cancellation or postponement of the Event due to fire, strikes, government relations, or other causes beyond the control of the ALTA may, at its sole discretion refund as large a portion of the exhibit fee as it deems consistent with the expenditures and commitments already made.

9.13.    LIABILITY INSURANCE: Neither the ALTA, the employees, contractors and or subcontractor thereof, the Event Location nor their officers, agents, employees, assigns and contractors, Decorating Company and the employees thereof, nor any member of ALTA will be responsible for any injury, loss, or damage that may occur to the Exhibitor or the Exhibitor’s employees or property, prior, during, or subsequent to the period covered by the exhibit contract, provided said injury, loss, or damage is not caused by the gross negligence or willful misconduct of one or more of the aforementioned parties. The Exhibitor expressly releases the foregoing names, associations, individuals, committee, and firms from any agreement to indemnify same against any and all claims for such loss, damage, or injury. It is agreed expressly that neither ALTA nor Event Location, nor Decorating Company shall be held liable or accountable for any losses, damages, or injuries which may be sustained or incurred by any person whomsoever, who may be on the premises leased by or assigned to any Exhibitor, including (but not limited to) any agent, employee, or representative of any Exhibitor. The Exhibitor expressly agrees that he will hold, keep, save harmless, and indemnify ALTA, Event Location or, Decorating Company from any and all such claims. The Exhibitor agrees to protect, save, and keep ALTA, Event Location forever harmless from any damage or charges imposed for violation of any law or ordinance, whether occasioned by the negligence of the Exhibitor or those holding under the Exhibitor. The Exhibitor shall at all times protect, indemnify, save, and keep harmless ALTA, Event Location against and from any and all loss, cost, damage, liability, or expense arising from or out of or by reason of said Exhibitor’s occupancy and use of the exhibition premises or a part thereof.

9.14.    SHIPPING & STORAGE: The Event Location does not accommodate the storage of Booth equipment or exhibit materials. All shipments for a Booth or space must be directed to the Decorating Company . Shipping instructions will be included in the respective Event Prospectus available on ALTA’s website https://www.alta.org/business-operations/industry-partners/advertise-with-alta . Advanced shipments to the Event Location will be directed to the Decorating Company warehouse for storage and delivery to the Exhibitor’s Booth at show time, at the Exhibitor’s expense.

9.15.    NO WAIVER OF RIGHTS. All waivers must be made in writing, and failure at any time to require the other party’s performance of any obligation under this Contract will not affect the right subsequently to require performance of that obligation. No waiver or any breach of any provision of this Contract will be construed as a waiver of any continuing or succeeding breach of such provision or a waiver or modification of the provision.

9.16.    SEVERABILITY. In the event that any of the provisions of this Agreement are held to be unenforceable by a court or arbitrator, the remaining portions of this Contract will remain in full force and effect, but only to the extent that giving effect to the remaining provisions hereof is in accordance with the intent of the parties.

10.      Exclusivity.

10.1.    Unless specifically marked in this Agreement, all events or items sponsored are not exclusive to a single sponsor. When Sponsor elects to utilize space on the premise of an ALTA Event the use of the space is not exclusive, and the space may be used by other sponsors or parties during the same Event. Location exclusivity may be available through an additional fee and advanced notice. ALTA may it is discretion disclose to other sponsors, the date time and location of any events hosted by other Sponsors to aid in planning.

11.      Relationship of Parties.

11.1.    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.

12.      Indemnification.

12.1.    Each Party shall indemnify and hold harmless the other Party, 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 a Party or its officers, directors, employees, or agents as necessary under this Agreement; (ii) any use of a Party’s name, logo, Web site, or other information, products, or services provided by a Party; (iii) the inaccuracy or breach of any of the covenants, representations and warranties made by a Party in this Agreement and /or (iv) the violation of any hotel policy or local ordinance. This indemnity shall require the payment of costs and expenses by the breaching Party as they occur. This section shall survive any termination or expiration of this Agreement.

13.      Intellectual Property.

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

13.2.    Sponsor is the sole owner of all rights, title, and interest to all Sponsor information, including Sponsor logos, trademarks, trade names, and copyrighted information, unless otherwise provided. Sponsor hereby grants to ALTA a limited, non-exclusive license to use certain of Sponsor’s intellectual property, including names, trademarks, and copyrights (collectively, “Sponsor Property”), solely to identify Sponsor as a sponsor of the Program. It is understood that Sponsor retains the right  to review and approve in advance all uses of such intellectual property, which approval shall not be unreasonably withheld. Sponsor represents and warrants that it has not previously disposed of any of the rights herein granted to ALTA 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 ALTA; and that the Sponsor Property does not and will not violate or infringe upon any patent, copyright, literary, privacy, publicity, trademark, service mark, or any other personal or property right of any third party.

13.3.    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.

14.      Information Security.

14.1.    ALTA agrees to use industry standards with respect to data security protective measures to guard against the unauthorized use or release of non-public personal information (as such term is defined in the National Institute of Standards and Technology), and to also comply with applicable state privacy laws governing the handling of personal information (whether non-public or public).  ALTA will indemnify Sponsor from any third-party claims arising from ALTA’s breach of this section.

15.      General Provisions.

15.1.    Insurance. ALTA agrees that it will, to the extent applicable, carry and maintain insurance at its own cost and expense.

15.2.    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 exercise due care and act in good faith at all times in the performance of its obligations hereunder. The provisions of this section shall survive termination of this Agreement.

15.3.    Force Majeure. Neither Party shall be declared in default by reason of any failure to comply with the terms of this Agreement, if such failure is due to acts of God, acts of government, or any cause or condition beyond Consultant's control, whether foreseeable or not.

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

15.5.    Compliance with Laws.  Both Parties will perform their respective obligations under this Agreement in compliance in all material respects with all applicable laws, rules and regulations.

15.6.    Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the District of Columbia without regard to its conflict- of-laws or choice-of-law principles.

15.7.    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.

15.8.    Dispute Resolution. The Parties agree that any disputes in any way arising out of or related to this Agreement will be resolved by a good faith attempt to negotiate a solution to their differences. The Parties shall first attempt in good faith to negotiate a solution to their differences within a thirty (30) day period.

15.9.    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 writing signed by both Parties.

16.      Hotel Policies and Local Ordinances.

16.1.    Sponsor acknowledges they are aware of all hotel or venue policies, local ordinances or other requirements affecting the use of any event space, placement of signage or use of audio/visual technology in conjunction with events sponsored during any ALTA Program.

17.      Notices.

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

<table data-layout="default" ac:local-id="ef4fd61e-42ed-4431-a72c-f5c2fee23050"><tbody><tr><td><p>ALTA</p></td><td><p>American Land Title Association, 1800 M Street, NW #300, Washington, DC&nbsp; 20036.</p></td><td><p>Sponsor</p></td></tr></tbody></table>

18.      AGREED TO AND ACCEPTED:

<table data-layout="default" ac:local-id="6d912566-ec50-474a-aff6-69120089437f"><tbody><tr><td><p>ALTA</p></td><td><p>&nbsp;</p></td><td><p>Sponsor</p></td></tr><tr><td><p>By</p></td><td><p>&nbsp;</p></td><td><p>By</p></td></tr><tr><td><p>Name</p></td><td><p>Paul Martin</p></td><td><p>Name</p></td></tr><tr><td><p>Title</p></td><td><p>Director of Business Development, COO Designee</p></td><td><p>Title</p></td></tr><tr><td><p>Date</p></td><td><p>&nbsp;</p></td><td><p>Date</p></td></tr><tr><td><p>Email</p></td><td><p><a href="mailto:pmartin@alta.org">pmartin@alta.org</a></p></td><td><p>Email</p></td></tr></tbody></table>