ACC Committee Sponsor Agreement Specific Terms

ACC Committee:

Sponsor (“Sponsor”):

This ACC Committee Sponsor Agreement (“Agreement”) is entered into as of the 26thday of January 26, 2015 by xxxxxxxx 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. (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:

  1. Incorporation of General Terms and Definitions:The provisions of the Committee Sponsor Agreement(“CSA”) General Terms and Definitions are incorporated herein by reference. Sponsor has received, read and understood the CSA General Terms and Definitions, including provisions 1.A.2. requiring Sponsor to purchase booth at the ACC’s Annual Meeting, and 1.C.2. limiting Sponsor to two panelist positions at the ACC’s Annual Meeting programs unless Gold Level Sponsor.

______

Sponsor Initial

  1. Notices: Notices required hereunder or law shall be sufficient if delivered to:

ACC:Sponsor:

1025 Connecticut Ave., NW, Suite 200______

Washington, D.C. 20036______

Tel: 202-293-4103 x 342______

Fax: 202-293-4701______

ATTN: Susanna McDonaldATTN:

Associate General CounselTitle:

  1. Sponsorship Fee:Sponsor agrees to pay to ACC the sponsorship fee of (Twenty Thousand)Dollars and Zero Cents ($12,000.00) (“Sponsorship Fee”). The Sponsorship Fee is due and payable to ACC within ten (10) days of the execution of this Agreement.
  1. Term: This Agreement shall be in effect beginningJanuary 1, 2015terminating on December 31, 2015 (“Term”). The Term Year (“Term Year”) is: 2015.

  1. Sponsor Endorsement: Sponsor is hereby granted permission to use the following description when referring to the committee sponsorship, “[Sponsor Name] is the [year] Sponsor of the ACC Law Department Management Committee.”

Sponsor agrees to be the featured sponsor for the Committee during the Term of this Agreement. This is a non-exclusive agreement that does not prohibit the Committee from seeking services from any other law firms and/or legal vendors, including the underwriting of Committee activities. Sponsor may be offered the opportunity to sponsor any Committee related projects; however, the Committee may engage another underwriter in its sole discretion and the Sponsor does not have a right of first refusal.

  1. Resource Options:Sponsor agrees to prepare the below Resources as defined in the CSA General Terms and Definitions.

Written Resource Type / Quantity / Topic Due Date / First Draft Due Date
Quick Counsel / One (1) / January 31, 2015 / February 14, 2015
Top Ten / One (1) / January 31, 2015 / February 14, 2015
Sample Forms / Ten (10) / To Be Determined
Broadcast Resource Type / Quantity / Broadcast Date
Webcast / Two (2) / 1st before June 30th; 2nd before December 20th
Legal Quick Hit / Three (3) / To Be Determined

Additionally, Sponsor will select either Resource Option A or Resource Option B (“Resource Options”) and notify ACC by January 16th of the Term Year.

Resource Option A:

Written Resource Type / First Draft Due Date
One (1) InfoPAK on a new topic or update of Two (2) InfoPAKs on existing topics. / To Be Determined

Resource Option B:

Broadcast Resource Type / Broadcast Date
One (1) Additional Webcast / 1st before May 31st; 2nd before September 30th; 3rd before December 20th
  1. Schedule of Key Deliverables: In order to meet ACC’s goal of providing timely information to ACC members and non-members, and to ensure time for the editorial process and publication, ACC requires adherence to the First Draft Due Dates defined above and the schedule for the submission of key deliverables as outlined in the Schedule of Key Deliverables to be developed by an ACC representative and the Sponsor subsequent to the entering into of this Agreement. Any changes to the Schedule of Key Deliverables must be mutually agreed upon by the Parties in writing. Sample Key Deliverables Schedules are available at

IN WITNESS WHEREOF, the parties have caused this Sponsor Agreement to be executed as of the day and year set forth above.

ASSOCIATION OF CORPORATE COUNSEL:
______
James A. Merklinger
Vice President & Chief Legal Officer
Date: ______/ SPONSOR:
______
______
Print Name
Title:
Date: ______

ACC COMMITTEE SPONSOR AGREEMENT

CSA General Terms and Definitions

1.Resources and Services

A. In addition to the Resource Options defined in the ACC Committee Sponsor Agreement Specific Terms,Sponsor agrees to provide the following Services to ACC and the Committee during the TermYear of this Agreement:

1.Provide a link in an appropriate place on Sponsor’s website that links to the Committee website;

2.Purchase a booth at the ACC’s Annual Meeting, subject to the guidelines of the ACC Marketing Department.

3.Provide promotional text,not more than 500 words, to ACC within 10 days of execution of this Agreement to be used in an email ACC will send to all committee members showing appreciation for committee sponsorship.

B.The Resources are defined as follows:

  • InfoPAK (“InfoPAK”): an in-depth topic of interest to the Committee as provided in Attachment A, which are incorporated herein by reference;
  • Webcast (“Webcast” or “Webcasts”): ACC facilitated Webcasts on a topic of interest to the Committee, subject to the provisions in this Agreement as provided in Attachment B, which are incorporated herein by reference;
  • ACC QuickCounsel(“QuickCounsel”): on a topic of interest to the Committee. Potential topics must be submitted to ACC and are subject the provisions in this Agreement as provided in Attachment C, which are incorporated herein by reference.;
  • ACC Top Ten (“Top Ten”):on a topic of interest to the Committee. Potential topics must be submitted to ACC and are subject the provisions in this Agreement as provided in Attachment C, which are incorporated herein by reference;
  • Legal Quick Hit (“Legal Quick Hit” or “Legal Quick Hits”): these presentations are 15-20 minutes (plus 10 minutes of questions and answers) overviews of a legal issue, case, trend or other matter on monthly Committee conference calls, subject to Committee approval. The Sponsor and the Committee may agree to present more than three (3) Legal Quick Hits, but will not exceed eleven (11) Legal Quick Hits;
  • Sample forms, agreements and/or policies (“Sample Forms”): on subjects relevant to the Committee’s practice area to the ACC’s library for placement on its website. Forms may bear the logo of the Sponsor on the front page; however the Forms and logo must comply with the template as provided by ACC and must include a brief description of the Form’s content.

For all of the above listed Resources, additional information, including the Editorial Guidelines, Sample Key Deliverables Schedules, Topic Proposal Forms, and FAQs (e.g., details on how the resource will be promoted/marketed, etc.), can be found at and are incorporated herein by reference. All Resources/materials/services created expressly under this Agreement are governed by this CSA General Terms and Definitions, except where specifically stated otherwise in the relevant Resource’s Provisions document (attached as Attachments A, B, and C).

C.The Sponsor shall have the following opportunities by engaging in the following activities at its discretion under the terms and conditions provided:

  1. ACC Annual Meeting Committee Networking Event:Upon Sponsor’s commitment to purchase a booth at the ACC’s Annual Meeting, Sponsor has the opportunity to host an annual dinner or networking event for the Committee members at the Annual Meeting. If Sponsor does hold such a social event, Sponsor shall provide invitations to ACC staff no later than August 15 of the Term Year for electronic distribution to members. Invitations must contain the ACC logo provided by ACC to Sponsor reflecting the sponsorship of the Committee. ACC reserves the right to approve invitations. Events can take place at dates and times subject to the guidelines of the ACC Marketing Department;
  2. ACC Annual Meeting Panel Speakers:Upon Sponsor’s commitment to purchase a booth at the ACC’s Annual Meeting, Sponsor has the opportunity, subject to ACC’s need, to provide up to two (2) speakerswith relevant subject matter expertise, at the Annual Meeting. This provision does not limit Sponsor’s ability to have additional speakers if selected as Gold Level Sponsor of the Annual Meeting, subject to the guidelines of the ACC Marketing Department;
  3. Additional InfoPAKs: During the Term of this Agreement, Sponsor may purchase additional InfoPAKs at the discounted rate of Four Thousand Dollars and Zero Cents ($4,000.00) for new topics and Two Thousand Dollars and Zero Cents ($2,000.00) for renewals of existing topics;
  4. Additional Webcasts: During the Term of this Agreement, Sponsor may purchase additional Webcasts at the discounted rate of Four Thousand Dollars and Zero Cents ($4,000.00).
  5. Optional Promotional Video Clip:Sponsor shall have the option to provide a 2-minute video clip. ACC will embed the video into the Resource (excluding Webcasts and Legal Quick Hits), allowing an author/attorney to discuss the contents (not a pure summary) of the Resource, items not discussed about the topic but important to note (editor’s cut) and perhaps the current issues surrounding the topic (political, pending case). ACC shall have final approval on the script, prior to Sponsor proceeding with taping. In addition, Sponsor shall provide an email to post along with the video for ACC members to contact the author/attorney with any questions.

Specifics: 2-minute video specifications:

  • Size: 180 x 150 pixels
  • File Format, flv or swf
  • Preferred Speed - 30 fps (frames per second)
  • Minimum lead time – 5 business days
  • If there is a link to the members website this must be coded in the flv file or embedded in the swf file.
  • A sample Promotional Video can be viewed at

D. ACC shall be responsible for the following:

  1. Within the first month of Sponsorship, ACC will send out to all committee members an email announcing their appreciation for the committee sponsorship and will include promotional text provided by Sponsor.
  2. Creating a link to the Sponsor’s website from the Committee’s website;
  3. Providing appropriate attribution to the Sponsor for any Sponsor-created or -contributed resource;
  4. Serving as the point of contact between the Committee, its members, and the Sponsor. Any communications to be sent to the entire Committee will be forwarded to ACC first;
  5. Posting information provided by Sponsor on the Committee’s website or eGroup within five business days of receipt, subject to ACC’s and the Committee’s approval;

6.Transmitting invitations for any dinner or networking event held by the Sponsor at the Annual Meeting to each ACC member who has identified him/herself as a Committee member and who has registered to attend the Annual Meeting;

  1. Distributing the email invitation to Committee members in mid to late September, but no later than two (2) weeks prior to the Annual Meeting. If the invitation is not provided to ACC in PDF format by August 15 of the Term Year, ACC may not be able to make this distribution in a timely fashion. All invitations must bear the ACC logo, which will be provided by ACC to the Sponsor;
  2. Considering Sponsor, if nominated by its Committee, for “Committee Sponsor of the Year” Award, provided that Sponsor has met or is making reasonable progress to meet the requirements of this Agreement. Award recipients are chosen by the Services Committee of the Board of Directors of ACC. The period of consideration for the awards will be June 1st through May 31st. Award criteria are posted on ACC’s webpage at

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 ACCas 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 resources created and/or contributed by Sponsor expressly for creating a resource for ACC under this Agreement shall be deemed “Final Work.” ACC is the exclusive owner of all Final Work created pursuant to this Agreement, including all working drafts produced at any time during the term of this Agreement.

B.Sponsor grants ACC and its assigns the non-exclusive and irrevocable unlimited license to use the materials and/or content that Sponsor provides (“Sponsor Content”) for the creation of the Final Work. Without limitation, as part of this license, Sponsor agrees that ACC and its agents 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 other parties alleging that your granting of this license in anyway infringes such parties' rights to any or all of the Content.

D.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.

  1. 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 2015.

All Rights Reserved.

  1. 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).
  1. ACC will give attribution to Final Work and Sponsor Content where appropriate.

4.Indemnification

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.

5.Automatic Renewal and Termination

  1. This CSA Agreement will automatically renew for an additional one-year term unless the Sponsor notifies ACC no later than November 1st of the current Term Year of its intent to not continue this Agreement. Such notification shall be in writing, including electronic writing, delivered either personally to the person or persons specified in Notices clause in this Agreement’s Specific Terms, or by registered mail, e-mail, or fax to the addresses indicated in this Agreement or such other address as any party to this Agreement may have served upon the other party. ACC reserves the right to not renew this Agreement for any reason and will notify Sponsor no later than November 1st of the current Term Year. Additionally, ACC reserves the right to increase the Sponsorship Fee for any Term Year and will notify Sponsor no later than November 1st of the current Term Year.
  1. 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.
  1. B. Upon termination of this Agreement, Sponsor will cease all use of the ACC logo provided by ACC to reflect sponsorship of Committee.

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.