ACC Global Resources Sponsor Terms and Conditions
ACC Global Resources Sponsor Terms and Conditions
These ACC Global Resources Sponsor Terms and Conditions ("Agreement") are entered into as of the date of the Order Form signed by the Sponsor, by and between Association of Corporate Counsel ("ACC"), having its principal place of business at 1025 Connecticut Avenue N.W., Suite 200, Washington, D.C., 20036, a nonprofit corporation exempt from federal income tax under Internal Revenue Code 501(c)(6), and Sponsor, as identified in the Order Form. (ACC and Sponsor individually shall be referenced herein as a "Party" and collectively as the "Parties").
In consideration of the mutual promises and agreements hereinafter set forth below, and for good and valuable consideration, the delivery of which is hereby acknowledged, the Parties agree as follows:
Sponsorship Fee: Sponsor agrees to pay to ACC the non-refundable sponsorship fee of One Thousand Dollars and Zero Cents ($1,000.00) ("Sponsorship Fee") and to publish a minimum of three Resources during the Term of this Agreement, in consideration for the right to be designated an "ACC Global Resource Provider" for one (1) year from the Order Form signature ("Term") and for the rights and responsibilities stated herein. The Sponsorship Fee is due and payable to ACC within ten (10) days of the signature of the Order Form.
Sponsor Endorsement: Sponsor is hereby granted permission to use the following description when referring to the Global Resources Sponsorship, "[Sponsor Name] is ACC's Global Resource Provider for [country/region]."
Sponsor agrees to be the featured Global Resource Provider during the Term of this Agreement. This is a non-exclusive agreement that does not prohibit ACC from seeking services from any other law firms and/or legal vendors, in the same country/region as the Sponsor.
1. Resources and Services
A. The Resources to be produced under this Agreement should be on subjects relevant to the country/region indicated in the Order Form and follow one of the formats below:
·ACC QuickCounsel ("QuickCounsel")
·ACC Top Ten ("Top Ten"); and
·Sample Forms, Agreements and/or Policies ("Sample Forms").
Potential topics must be submitted to ACC's approval and are subject the provisions in this Agreement. For all of the above listed Resources, the editorial guidelines ("Editorial Guidelines") and additional information, (e.g., details on how the resource will be promoted/marketed, etc.), can be found at hereand are incorporated herein by reference. Editorial Guidelines can be modified by ACC without previous notice.
B. ACC shall be responsible for:
1. Within 2 weeks from the finalization of the first resource, creating a link to the Sponsor's website from the ACC's website, on a dedicated webpage listing all ACC Global Resource Providers;
2. Reviewing and approving or disapproving Resource topics under the following criteria: (1) its educational value; (2) its timeliness; (3) its conflict, overlap, relevance to, and/or duplication with any other existing or proposed ACC projects; and (4) whether the primary purpose of the proposed topic is to promote the Sponsor's products or services (in which case the proposal is likely to be rejected);
3. Reviewing and editing drafts and final resources provided by Sponsor. ACC shall have final say and approval over the content of the Resource, but no Resource will be published without approval of its final edits by the Sponsor. Examples of instances in which ACC may deny or delay publication are: if Sponsor fails to comply with the requirements in the Editorial Guidelines and if the Resource is not consistent with the initial proposal, or is not of sufficient quality;
4. Publishing any Sponsor-created or -contributed resource to ACC's Legal Resources online library, for at least the duration of the sponsorship Term or 12 months, whatever is shorter. ACC maintains the right to remove from ACC's website the Resource, for good cause (e.g., member complaint);
5. Providing appropriate attribution to the Sponsor, and author(s) when Sponsor provides name, for any Sponsor-created or -contributed resource as soon as a Resource has been uploaded. Attribution should include identifying the Sponsor in the Resource by placing the Sponsor's logo at the top of the Resource;
6. Serving as the point of contact between ACC members and the Sponsor. Any communications to be sent to ACC members will be forwarded to ACC first;
7. Promoting the Resource in several ACC publications, including, but not limited to, the ACC Docket, monthly member updates, and other places on the ACC website;
8. Including a link to any Sponsor-created or -contributed resource, in ACC Newsstand email newsletter;
9. Providing Sponsor with the URL to the final published Resource on the ACC website, within one week following its publication; and
10. Tracking download statistics for the final published Resource, and providing, at Sponsor's request, the total number of downloads for a specified period of time;
C. Sponsor shall be responsible for the following:
1. Preparing the contents of the Resource, in accordance with the Editorial Guidelines provided by ACC;
2. Providing all "Additional Resources" required by the Editorial Guidelines in the Resource via hyperlinks (electronic format) throughout the document;
3. Providing its logo to ACC in jpeg format, and allowing its logo to be hyperlinked to the Sponsor's homepage or other selected webpage; and
4. Reviewing and updating the Resource with any new provisions, changes to regulations, or other pertinent information, in an effort to keep the Resource as current as possible. Reviewing and updating may be done as necessary, but in any event the update must be submitted to ACC no later than 24 months (2 years) after the initial date of publication, otherwise the update will be considered a new Resource and may be charged as an standalone sponsorship. If Sponsor fails to provide ACC with updated content within 24 months after the Resource's publication, ACC retains the right to remove Sponsor's logo, byline, hyperlinks and other references upon the termination of this Agreement and seek an alternative sponsor or author to update the content.
2. Relationship of Parties
Sponsor enters into this Agreement as, and shall continue to be, an independent contractor. Sponsor shall act in accordance with this status and shall not, nor shall Sponsor's employees, hold Sponsor or the employee out as an officer or employee of ACC, nor shall Sponsor make any claim based on any right or privilege applicable to ACC's employees. Under no circumstances shall Sponsor or Sponsor's employees or agents look to ACC as their employer, or as a partner, agent, or principal. Sponsor shall not incur any liability on behalf of, or commence any legal proceedings in the name of, or on behalf of, or in any way pledge the credit of ACC without ACC prior written approval.
3. Copyright Ownership, License, Use and Exploitation
A. All content created and/or contributed by Sponsor under this Agreement shall be deemed "Sponsor Content." Sponsor is the exclusive owner of all Sponsor Content.
B. Sponsor grants ACC and its assigns the non-exclusive and irrevocable unlimited license to use Sponsor Content for the creation of Resources pursuant to this Agreement ("Final Work"). Without limitation, as part of this license, Sponsor agrees that ACC may produce audio and video recordings and transcriptions of all or portions of the Sponsor Content, and may copy, rewrite, produce, edit and distribute the Sponsor Content in whole or part in any format now or hereafter existing, including, without limitation, electronic and printed formats, in any part of the world. This license shall not expire, and ACC may utilize all or a portion of the Sponsor Content in such manner and format as it desires from time to time.
C. Sponsor represents and warrants that it is either the author or owner of all rights to the Sponsor Content, and that the Sponsor Content does not infringe on the rights of others, and that Sponsor has full power and authority to submit the content and to grant this license to ACC. Sponsor agrees to indemnify and hold ACC harmless against any claims by third parties alleging that Sponsor granting of this license in any way infringes such third party's rights to any or all of the Sponsor Content.
E. Neither Sponsor nor ACC shall have an obligation to account to the other Party for a share of profits, royalties, or any other form of compensation or economic benefit derived from the Party's respective use, sale, licensing or other exploitation of the materials provided or created under this Agreement.
F. Sponsor shall not distribute the Final Work without ACC's prior written consent; however, this Agreement shall not prohibit Sponsor from occasional distribution of the Final Work to existing or potential clients as appropriate, with the following language included:
Reprinted with permission from the Association of Corporate Counsel 2017.
G. Sponsor may also include a hyperlink from Sponsor's website to the Final Work that is published on ACC's website, subject to any password-restricted limitations (Sponsor should ask ACC for the appropriate URL).
Sponsor agrees that it shall indemnify and hold harmless ACC, its successors, assigns and licensees, and the respective officers, directors, agents and employees, from and against any and all claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees), arising out of or in any way connected with any claim that the written materials or their respective contents infringe any intellectual property rights or other rights of any third party.
A. In the event of an early termination of this Agreement, Sponsor will provide to ACC (within one week of the date of termination) all materials developed for the creation of a resource(s) pursuant to this Agreement, including any and all drafts of the Final Work and any relevant documents/materials used toward development of the Final Work. Subject to the copyright provisions of section 3 of this Agreement, all materials that Sponsor furnishes to ACC at such time will be deemed "Final Work" and will thereafter be owned exclusively by ACC.
B. Upon termination of this Agreement, Sponsor will cease all use of the ACC logo provided by ACC.
6. Dispute Resolution
Any disputes arising out of this Agreement or the provision of services under this Agreement shall be resolved by binding arbitration under the laws of the District of Columbia, to take place in the District of Columbia by a single arbitrator under the Commercial Arbitration Rules of the American Arbitration Association. The award shall be enforceable in any court having jurisdiction thereof.
Sponsor acknowledges that Sponsor has been retained based upon Sponsor's particular expertise and that absent the written approval of ACC, Sponsor may not assign or subcontract any portion of this Agreement to a third party.
8. Waiver, Amendment or Modification
Any waiver, amendment or modification of any provisions of this Agreement or any right, power or remedy hereunder shall not be effective unless made in writing and signed by the Parties. No failure or delay by either Party in exercising any right, power, or remedy with respect to any of its rights hereunder shall operate as a waiver thereof in the future.
If any such provision shall be held by a tribunal of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement shall remain in full force and effect.
11. Force Majeure.
Neither Party will be liable for performance delays nor for non-performance due to causes beyond its reasonable control, except for payment obligations.
12. Absence of Endorsement; Use of Logo
A. The provisions of this Agreement shall in no way be construed as an understanding that ACC shall recommend Sponsor and its services to members. Sponsor may not advertise its sponsorship in any manner that could be construed as ACC's endorsement of its services.
B. This Agreement in no way transfers any ownership of the ACC logo to Sponsor. Sponsor is prohibited from using ACC's logo without express written permission from ACC.
C. ACC shall provide Sponsor with an appropriate logo that may be used to reflect the sponsorship object of this Agreement.
The Parties represent and warrant that it will not make any payments of money nor will permit anything of value to be offered, promised, or paid – directly or indirectly - to any official political party, party official or candidate or political office to induce such officials to use their influence with a government or instrumentally to obtain an improper business advantage individually or for both of the Parties. Further represent and warrant that understand and will comply with requirements of all applicable anti-bribery and anticorruption laws. If one of the Parties should ever become concerned that a possible violation of any of the above requirements may have occurred, whether by one of their representatives, a third-party representative or contractor providing services, the Party shall immediately notify the other.
14. Entire Agreement
This Agreement and its incorporated provisions constitutes the entire agreement between the Parties in connection with the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the Parties, and there are no warranties, representations and/or agreements among the Parties in conjunction with the subject matter hereof except as specifically set forth or referred to herein.
(Attachment A) ACC QuickCounsel, Top Ten and Sample Forms Provisions
The following terms relate to the production of ACC QuickCounsels, ACC Top Tens and Sample Forms (together, “Quick References” or “Quick Reference”) under this ACC Global Resource Sponsor Agreement, unless otherwise stated.
1. Sponsor shall be responsible for the following:
A. Preparing the contents of the Quick References, in accordance with the Editorial Guidelines provided by ACC.
B. Providing all “Additional Resources” required in the Quick Reference via hyperlinks (electronic format) throughout the document.
C. Providing its logo to ACC in jpeg format, and allowing its logo to be hyperlinked to the Sponsor’s homepage or other selected webpage.
D. Reviewing and updating the Quick Reference with any new provisions, changes to regulations, or other pertinent information, in an effort to keep the Quick Reference as current as possible. Reviewing and updating may be done as necessary, but in any event the update must be submitted to ACC no later than 24 months (2 years) after the initial date of publication, otherwise the update will be charged as an standalone sponsorship. If Sponsor fails to provide ACC with updated content within 24 months after the Quick Reference’s publication, ACC retains the right to remove Sponsor’s logo, byline, hyperlinks and other references upon the termination of this Agreement and seek an alternative sponsor or author to update the content.
E. For all of the above listed Resources, additional information, including the Editorial Guidelines, and Sample Quick References, can be found at http://www.acc.com/committees/sponsorauthordocs.cfm and are incorporated herein by reference.
2. ACC shall be responsible for the following:
A. Reviewing and approving or disapproving Quick Reference topics under the following criteria: (1) its educational value; (2) its timeliness; (3) its conflict, overlap, relevance to, and/or duplication with any other existing or proposed ACC projects; and (4) whether the primary purpose of the proposed topic is to promote the Sponsor’s products or services (in which case the proposal is likely to be rejected).
B. Publishing the Quick Reference on the ACC website for the duration of the sponsorship term, to begin running at the date of publication.
C. Ensuring that the Sponsor is identified in the Quick Reference by placing the Sponsor’s logo at the top of the Quick Reference, with a link to the appropriate page on the Sponsor’s website.
D. Providing Sponsor with the URL to the final published Quick Reference on the ACC website, within one week following its publication.
E. Promoting the ACC Quick Reference in several ACC publications, including, but not limited to, the ACC Docket, monthly member updates, and other places on the ACC website.
F. Tracking download statistics for the final published Quick Reference, and providing, at Sponsor’s request, the total number of downloads for a specified period of time.
3. Delay, Cancellation or Termination of Publication
A. ACC shall have final say and approval over the content of the Quick Reference.
B. ACC maintains the right to require additional editing from the Sponsor, or to delay or cancel publication of the Quick Reference, if Sponsor fails to comply with the requirements herein, and/or the Quick Reference is not produced in accordance with deadlines, is not consistent with the initial proposal, or is not of sufficient quality.
C. ACC maintains the right to cancel (remove from ACC’s website) the Quick Reference, for good cause (e.g., member complaint).
D. Quick References that are cancelled, delayed or terminated may be subject to limited future promotion.