2024 Head Of The Charles Regatta

Event Terms and Cancellation Policy

This Agreement is by and between Head Of The Charles Regatta Inc. (“HOCR”), a Massachusetts nonprofit corporation at P.O. Box 380052, Cambridge, Massachusetts 02238-0052, phone (617) 868-6200, and the below signed Exhibitor.

In consideration of the mutual agreement and promises contained herein, the parties agree as follows.

1. GRANT OF RIGHTS

(a) Subject to the terms and conditions of this Agreement, HOCR hereby appoints as an “Exhibitor” of the Head Of The Charles Regatta to be held October 18-20, 2024 (the “Regatta”). Exhibitor will submit to HOCR for approval all materials bearing the word “Exhibitor” or otherwise promoting its relationship with HOCR in accordance with Section 1(d).

(b) Subject to the terms and conditions of this Agreement, Exhibitor hereby grants to HOCR a worldwide, royalty-free, non-exclusive license to use Exhibitor’s trademarks and service marks to identify Exhibitor’s relationship with HOCR and designation as a Regatta “Exhibitor.” HOCR will obtain Exhibitor’s approval of HOCR’s use of such marks pursuant to Section 1(d).

(c) Head Of The Charles® and Head Of The Charles® Regatta are trademarks owned by the Cambridge Boat Club and shall not be used for any reason without the prior written consent of HOCR. HOCR is not granting to Exhibitor any trademark or service mark license under this Agreement, including without limitation, the right to designate Exhibitor’s good or services as officially licensed merchandise or services of HOCR or of the Regatta. Each party reserves all rights and licenses not expressly granted to the other. Each party will diligently and in good faith exploit the rights and licenses granted to it hereunder in an appropriate and dignified manner.

(d) Each party will submit to the other all materials requiring the other party’s prior approval. If the receiving party does not approve or reject such materials in writing within three (3) business days after it receives the materials, then such party will be deemed to have approved such materials. Once approval has been made, the submitting party may make multiple equivalent uses of those materials without seeking additional approval.

2. FEES

Exhibitor agrees to pay all fees for footprint, tenting, signage, etc. prior to August 1, 2024.

3. TERM AND TERMINATION

(a) The term of this Agreement shall begin on the date first written above and expire on November 1, 2024, unless this Agreement is terminated earlier pursuant to Section 3(b).

(b) Without prejudice to any other rights or remedies that it may have, each party may terminate this Agreement immediately by delivery of notice to the other party at any time if the other party commits a material breach of this Agreement and does not cure the breach within fifteen (15) days after notice.

4. INSURANCE

(a) Exhibitor shall obtain and maintain throughout the term of this Agreement, at its own cost and expense, general liability insurance naming HOCR and the Cambridge Boat Club, located at 2 Gerry’s Landing Road, Cambridge, MA 02138, as additional insured in the amount of at least $1,000,000 combined single limit with a deductible not to exceed $2,500. The policy shall provide for ten (10) day's prior written notice to HOCR from the insurer by registered or certified mail, return receipt requested, in the event of any modification, cancellation, or termination of the policy. Additionally, Exhibitor shall obtain and/or maintain worker's compensation insurance.

(b) Exhibitor shall provide HOCR with proof of the insurance described above at the time that Exhibitor executes this Agreement.

5. REPRESENTATIONS; INDEMNIFICATION

(a) Each party represents and warrants that: (i) it has the full right and authority to enter into this Agreement and to grant the rights granted hereunder; (ii) this Agreement does not violate the rights, including contractual rights, of any third party; and (iii) the person signing below on behalf of the party is duly authorized by all necessary and appropriate corporate action to execute this Agreement. Each party expressly disclaims all representations and warranties other than those respectively and expressly set forth in this Section 5.

(b) Exhibitor shall indemnify and hold harmless HOCR and the Cambridge Boat Club and their respective trustees, directors, officers, agents, and employees (“Indemnitees”) from and against any and all claims, demands, and causes of action of third parties and from liabilities, judgment, penalties, losses, costs, damages, and expenses, including reasonable attorneys fees, arising out of, or in connection with, any act or omission by, and any personal injury or property damage arising from, Exhibitor or Exhibitor’s agents or employees in connection with or in breach of this Agreement, whether or not negligence.

(c) Exhibitor acknowledges that HOCR in no way assumes any liability, responsibility or obligation with respect to the manufacture, sale or marketing of product or service sold by or for Exhibitor, or to the replacement or fulfillment of Exhibitor’s product or service warranties.

6. ASSIGNABILITY

(a) The rights and licenses granted by HOCR are personal to Exhibitor, who was specifically chosen by HOCR because of Exhibitor’s expertise and ability to perform under this Agreement. Exhibitor shall not voluntarily or by operation of law or otherwise assign, sublicense, transfer, encumber or otherwise dispose of all or any part of Exhibitor's interest or rights in or under this Agreement without HOCR's prior written consent, to be granted or withheld in HOCR’s absolute discretion. Any attempted assignment, sub-license, transfer, encumbrance or other disposal without such consent shall be void and shall constitute a material default and breach of this Agreement.

(b) HOCR shall have the right, upon prior written notification to Exhibitor, to assign its interests under this Agreement to any person or entity controlling or controlled by HOCR.

7. GENERAL

(a) Neither party will issue any press release or similar public statement regarding this Agreement without the other party’s prior written consent.

(b) This Agreement shall be binding upon the parties hereto, and their respective successors and assigns. Sections 5 through 7 shall survive the termination of this Agreement.

(c) Each party shall exercise full control and direction over its respective employees and agents performing services covered by this Agreement. Neither HOCR nor its employees or agents shall be deemed to be Exhibitor’s employees or agents. Equally, neither Exhibitor nor its employees or agents shall be deemed to be HOCR’s employees or agents. Each of HOCR and Exhibitor is an independent entity for all purposes and at all times.

(d) The determination that any provision of this Agreement is prohibited or unenforceable shall not invalidate the remaining provisions of this Agreement, and this Agreement shall be construed and performed in all respects as if such prohibited or unenforceable provision were omitted. The language of this Agreement shall be construed as a whole, according to its fair meaning, and not strictly for or against either party.

(e) The failure of a party to enforce any right or remedy under this Agreement with respect to any breach by the other party shall not be construed to be a waiver with respect to any other breach.

(f) Any notice hereunder shall be in writing and may be personally delivered, transmitted by postage prepaid registered or certified mail with return receipt requested, deposited prepaid with a nationally recognized overnight courier service, or sent by facsimile. Either party may change its address for purposes hereof on not less than three (3) days prior notice to the other.

(g) Neither party will be liable for any delays in performance hereunder due to acts of God, action by any governmental or quasi-governmental agency, fire, flood, earthquake, strike, network difficulties (including, but not limited to, communication line failure) or other acts beyond the control of such party, provided that the other party shall be released of its obligations for any services not performed during the period of delay.

(h) Exhibitor shall obtain all necessary permits required for all good and/or services to be promoted and/or sold in connection with this Agreement. Exhibitor shall abide by rules and regulations that HOCR may provide from time to time regarding on-site Regatta activities and promotions. Each party shall comply with all applicable laws and regulations. This Agreement is subject to and shall be construed in accordance with the laws of the Commonwealth of Massachusetts. Each party consents to jurisdiction in the federal and state courts in Massachusetts.

(i) All Attachments to this Agreement are hereby incorporated by this reference. This Agreement represents the entire agreement between the parties and supersedes all other agreements, if any, whether express or implied or written or oral, relating to the subject matter hereof. Any modifications or amendments to this Agreement must be written and signed by both parties.

Amenities