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Sweepstakes and Contest Fulfillment Contract (Short Form)

Promotion Sponsor Letterhead]

Date:

[Fulfillment Company Name & Address]

Gentlemen:

This letter, when signed by you and by us where indicated below will constitute the agreement between you and us concerning your involvement in the [insert name of promotion] promotion (the "Promotion") more fully described below.

  1. Description of the Promotion
    [Insert description of promotion]

  2. The Promotion Plan
    [Describe media plan]

  3. Fulfillment Company Obligations

    [Describe specific fulfillment company commitment. This includes the specifics of their various obligations, e.g., securing of prizes/premiums/merchandise (the "Merchandise"), mail fulfillment obligations, returns, defective goods handling, sub-contracting, deadlines, handling of consumer and regulatory inquires, etc.]

  4. Terms of Payment

    [Insert payment terms]

  5. Term

    The term ("Term") of this Agreement shall commence on [insert start date] and end on [insert end date]. We shall have the right to terminate this agreement on not less than [insert number of days] notice, effective at the end of such [insert number of days] day period.

  6. Ownership of Trademarks and Copyrights

    1. You hereby acknowledge, recognize and accept all of our rights and interests in and to any of our trademarks, service marks, or trade names (collectively the "Trademarks"). No right, title or interest in such Trademarks is granted to you hereunder. You agree not to claim any right, title or interest in or to the Trademarks or to at any time challenge or attack our rights in or to the Trademarks for any reason whatsoever, without limitation.

    2. You hereby acknowledge, recognize and accept all of our rights and interests in and to any of our copyrights (collectively the "Copyrights"). No right, title or interest in such Copyrights is granted to you hereunder. You agree not to claim any right, title or interest in or to the Copyrights or to at any time challenge or attack our rights in or to the Copyrights for any reason whatsoever, without limitation.

    3. In the event that any of the services supplied by you hereunder or the product thereof is copyrightable subject matter, you hereby agree that for the purposes of this agreement all such materials shall be considered work made for hire and our property. In the event that any material which is the subject of this agreement is not copyrightable subject matter, or for any reason cannot legally be a work made for hire, then and in such event you hereby assigns all right, title and interest to such material to us and agree to execute such documents as may be necessary to evidence such assignment(s).

  7. Miscellaneous Provisions

    1. Indemnification and Insurance

      You guarantee the absolute non-collusion of your employees with our agents, parents, affiliates and employees. You indemnify and hold harmless us and our agents, parents, affiliates, subsidiaries and employees, from any and all loss, cost or expense which we or they might incur by reason of any claim or action arising out of your performance in executing your services on our behalf. Nothing herein contained, however, shall be deemed to constitute any representation or indemnity with respect to the legality of the promotions under federal, state or local lottery or related statutes, including the Federal Trade Commission Act, except where such legality may depend upon the proper performance of the duties assumed by you hereunder including, but not limited to, the objectivity of the selection of winners.
      You indemnify and hold harmless us and our agents, parents, affiliates, subsidiaries and employees, against any claims or actions relating to any name, title or slogan created and owned by you and used by us with your authorization. In the event that a particular name, title or slogan affixed to the sweepstakes is not owned or created by you, any and all claims or actions relating to the use of the name, title or slogan will be our responsibility and we will indemnify and hold you harmless with respect to the cost of the defense of any such claim or action, including reasonable attorneys' fees. In any such event, the indemnified party will promptly inform the indemnitor of any claim or action which has been received or commenced. The indemnitor will promptly assume the defense thereof on behalf of the indemnified parties. In the event any indemnified party wishes to participate in the defense of any such claim or action through its own counsel, it may do so at its own expense.

    2. Breach

      If you or we breach any terms of this agreement, the breaching party shall have the right to remedy the breach within thirty (30) days following written notice of such breach.

    3. Notices

      Service of all notice under this agreement will be sufficient if given personally, mailed, telefaxed or telegraphed to the addresses hereinabove provided or to such other address as either party hereto may notify the other in writing. Any notice mailed, telefaxed or telegraphed pursuant hereto shall be deemed to have been given on the day it is mailed, telefaxed or telegraphed or, if delivered in person by hand, on the day it is delivered.

    4. Relationship Between Parties

      This agreement shall not create or be deemed to create any agency, partnership or joint venture between you and us. Each party hereto is acting as an independent contractor.

    5. Assignment and Sublicense

      This agreement may not be assigned or sublicensed by you or us without the prior written approval of the other party. Any assignment or sublicense shall not relieve you or us of our respective obligations hereunder to one another.

    6. Entire Agreement

      This agreement is intended by you and us as a final and complete expression of our mutual agreement and supersedes any and all prior and contemporaneous agreements and understandings relating to it.

    7. Modifications and Waiver

      This agreement may not be modified and none of its terms may be waived, except in writing signed by both you and us. The failure of either you or us to enforce or the delay by either you or us in enforcing any of our respective rights shall not be deemed a continuing waiver or a modification of this agreement.

    8. Severability

      If any part of this agreement shall be declared invalid or unenforceable by a court of competent jurisdiction, it shall not affect the validity of the balance of this agreement.

    9. Governing Laws

      This agreement shall be governed by and interpreted in accordance with the laws of the State of [insert jurisdiction] applicable to agreements entered into and to be performed wholly in [insert jurisdiction].

    10. Force Majeure

      If for any reason, such as strikes, boycotts, war, acts of God, labor troubles, riots, delays of commercial carriers, restraints of public authority, or for any other reason, similar or dissimilar, beyond their control, any party hereto is unable to perform its respective obligations in connection with the Promotion, such non-performance shall not be considered a breach of this agreement.

    11. Full Power

      Each party hereto represents and warrants that it has full power and authority to enter into this agreement, to assume the obligations hereunder and that the execution, delivery, and performance of this agreement will not infringe upon the rights of any third party or violate the provisions of any other agreement to which such party is bound.

    12. Confidentiality

      You covenant and agree that you will not disseminate, reveal or otherwise make available to others, or use for its own purposes, any information of a proprietary or confidential nature owned by us and learned by you in the course of fulfilling your obligations hereunder, regarding, but not limited to, trade secrets and confidential information, advertising materials, ideas, plans, techniques and products.

    13. Audit Rights

      We shall have the right to audit your financial records which pertain to the rendition of your services hereunder during ordinary business hours on not less than two (2) days' prior notice.

    14. Default

      You shall be in default of this agreement if you:

      (1) file a petition in bankruptcy, are adjudicated bankrupt, or if a petition in bankruptcy is filed against you;

      (2) become insolvent, make an assignment for the benefit of your creditors, make an arrangement pursuant to any bankruptcy law; or

      (3) discontinue your business, or if a receiver is appointed for you or your business.

If the above meets with your approval, kindly sign where indicated below and return a signed copy of this letter to us.

Very truly yours,

[Insert name of sponsor]

By: ______________________________

ACCEPTED AND AGREED:

[Insert name of fulfillment company]

By: ______________________________


Publication Date : January 4, 2005

Last Updated : January 4, 2005

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