Chapter Five: Sales Promotion
Form 1.5.4
Sweepstakes and Contest Fulfillment Contract (Long Form)
[Fulfillment Company Letterhead]
[Date]
[Sponsor Name]
[Street Address]
[City, State, Zip]
[Salutation]:
This agreement sets forth the final and complete understanding of the parties. It is understood
and agreed that there are no other representations with respect to this agreement and this
agreement supersedes all prior discussions, agreements, and undertakings relating to the subject
matter hereof. It is further agreed that the rights, interests, understandings, agreements, and
obligations of the respective parties pertaining to the subject matter of this agreement may not be
amended, modified, or supplemented in any respect except by a subsequent written instrument
evidencing the express written consent of each of the parties, duly executed by the parties. Any
terms inconsistent with or additional to the terms set forth in this agreement, which may be
included with a purchase order, acknowledgment, invoice, and so forth of either party, shall not
be binding on the other party hereto unless previously communicated in writing and approved by
both parties.
SERVICE AND FEES
RANDOM DRAW SWEEPSTAKES
ADMINISTRATIVE SERVICES AND FEES
The administrative services we will provide to you in connection with random draw sweepstakes
promotions are as follows:
1. Render our advice and counsel on all elements of the sweepstakes that could contribute to
maximum effectiveness. This includes our advice on sweepstakes duration, preparation of
entry forms, and rules and related materials.
2. A helpful advisory service to provide you and your counsel with our practical knowledge
of postal, federal, state, and local laws and regulations which could significantly affect the
sweepstakes.
3. Review all copy pertinent to the sweepstakes prior to production of same.
4. Submit our draft of rules that will govern the sweepstakes.
5. Assign suitable post office boxes for use during the campaign.
6. Count all entries received by accurate weight measurements.
7. Submit bimonthly written reports in a form that has been approved by you on the volume
of entries received, etc.
8. Conduct random drawings in accordance with our standardized procedures with our
personnel in the presence of your representative for all major prize drawings to award all
prizes from among all eligible entries received in accordance with the printed rules
governing the sweepstakes.
9. Arrange for clearance of major prizewinner(s) before formal announcement. Clearance will
be accomplished via mail correspondence only, and receipt of the potential winner’s
required documentation including an Affidavit of Eligibility and/or Release of Liability
within specific time parameters.
10. Submit a certified list of winners to you after all clearances have been concluded.
11. The official major winners list will include all prizewinners’ names and full addresses. We
will provide separately to you all major prizewinner’s social security numbers, for any tax
liabilities.
12. Guarantee that names of contestants and other pertinent information relating to your
program are secure against unauthorized use. We will not utilize the names in any manner
other than as you direct or authorize.
13. We further guarantee the absolute non-collusion of our employees with your agents,
parents, affiliates, and employees. We indemnify and hold harmless you and your agents,
parents, affiliates, subsidiaries, and employees from any and all loss, cost, or expense
which they might incur by reason of any claim or action arising out of our performance in
executing our services on your 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 us hereunder including, but not limited to, the objectivity of the
selection of winners.
We indemnify and hold harmless you and your agents, parents, affiliates, subsidiaries, and
employees against any claims or actions relating to any name, title, or slogan created and owned
by us that is used by you with our authorization. In the event that a particular name, title, or
slogan affixed to the sweepstakes is not owned or created by us, any and all claims or actions
relating to the use of the name, title, or slogan will be your responsibility and you will indemnify
and hold us 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.
Our fee for the administrative services outlined above is $_______________.
Additional costs and fees that may be expected in connection with sweepstakes promotions are
as follows:
1. Filing Surety Bonds, if necessary, and filing the details of the promotion with the
Secretaries of State of Florida, New York, and Rhode Island—$ ______ per state plus outof-pocket filing fees.
2. Providing post office boxes for receipt of entries and receipt of winners list requests, at our
cost per box per six-month period or part thereof.
3. If we are charged with the responsibility for procuring merchandise prizes, the cost of such
prize procurement will be true delivered cost as documented by supplier’s actual invoice(s)
to us plus
__________%.
4. For sweepstakes promotions in which more than _____ prizes are offered, our fee for the
selection of additional prizewinners will be $_______ per name (or $________ per name if
duplication elimination is not mandatory).
5. A personal investigation of major prizewinner(s), if requested by you, can be accomplished
at true cost plus ____ %; alternatively, affidavit clearances are priced at $_______ each.
Affidavit clearances will be obtained via mail only, and consist of a notarized document
verifying the potential winner’s name, address, social security number, and that they have
complied with all the rules and regulations of the specific program.
6. Notifying major prizewinners in writing of the prize won. If winners may select among
multiple prizes, ascertain if the selected prize is available. This service is billable relative to
the number of notifications required but would not exceed the sliding scale provided below,
plus materials (billable at true cost plus _____ %) and postage (as incurred). The number of
prizes and costs are:
1 to 5 major prizes
6 to 10 prizes
11 to 25 prizes
26 to 50 prizes
51 to 100 prizes
101+ prizes
$ ________ each;
$ ________ each;
$ ________each;
$ ________each;
$ ________each;
$ ________each.
Below a certain prize value level (to be determined by you and us), a separate notification
letter is not warranted, but a congratulatory note may be included with the prize award. The
cost of this type of notification with prize award is $ ________ per thousand (“M”).
7. Printing and fulfilling winners list requests. Printing is chargeable at true cost plus
________%; fulfillment is chargeable at $ ________/M.
8. Fulfillment of additional entry forms or game pieces, if applicable, is billable at $
________/M.
9. Prize fulfillment, as required, including receiving and handling of prizes, would be billable
at a predetermined cost per thousand after agreement upon prize parameters including who
is procuring the actual prizes, and their sizes and quantities.
10. Prize storage after ________ days and insurance for prizes, if we are not procuring prizes,
would be billable at $ ________ /sq. ft./month and $ ________/$100 value/month,
respectively.
11. Miscellaneous services requested in writing by you, and not identified above as part of the
administrative services—$ ________ per hour, or at a cost per response agreed upon by
you and us, dependent upon the service requested.
12. Preparation and issuance of 1099 forms to all prizewinners receiving awards of $600 or
more will be charged at $ ________ each. If this service is not requested by you, we will
prepare all information necessary for you to issue at the close of each promotion program.
13. Any amounts paid by you hereunder shall be deemed to include all applicable taxes, duties,
and charges. We are responsible for all tax filings required by any authority with regard to
a sweepstakes, except filing 1099s for the winners.
CONTESTS
ADMINISTRATIVE SERVICES AND FEES
The administrative services which we provide to you in connection with contests of skill are as
follows:
1. Render our advice and counsel on all elements of the contest that could contribute to
maximum effectiveness. This includes, without limitation, our advice on contest duration,
preparation of entry forms, rules, and related material.
2. A helpful advisory service to provide you and your counsel with our practical knowledge
of postal, state, and local laws and regulations which could significantly affect the contest.
3. Review all copy pertinent to the contest prior to production of same.
4. Submit our draft of rules that will govern the contest.
5. Assign suitable post office boxes for use during the contest.
6. Receive, open, and extract all entries.
7. Submit formal bimonthly written reports in a form that has been approved by you on the
volume of entries received, including a hand-counted tally of all entries opened and
extracted.
8. Judge and determine winners in accordance with the contest rules. If outside “expert”
judges are to be obtained, you reserve the right to approve all third-party judges.
9. Arrange for clearance of major prizewinner(s) before formal announcement. Clearance will
be accomplished via mail correspondence only, and receipt of the potential winner’s
required documentation including an Affidavit of Eligibility and/or Release of Liability
within specific time parameters.
10. Submit a certified list of winners to you after all clearances have been concluded.
11. The official major winners list will include all prizewinners’ names and full addresses. We
will provide separately to you all major prizewinners’ social security numbers, for any tax
liabilities.
12. Guarantee that names of contestants and other pertinent information relating to your
program are secure against unauthorized use. We will not utilize the names in any manner
other than as you direct or authorize. Our fee for the administrative services outlined above
is $ ________ for consumer programs and $________ for trade programs per contest, plus
judging. The judging fees will vary depending upon the time and complexity involved in
the actual judging process, but would normally fall between $ ________ and $________
per thousand. This variable cost would be agreed upon in advance and in writing, but deals
with parameters including, but not limited to, expertise of judges, time involved in
preliminary screening of entries, and required facilities, if necessary.
13. We further guarantee the absolute non-collusion of our employees with your agents,
parents, affiliates, and employees. We indemnify and hold harmless you and your agents,
parents, affiliates, subsidiaries, and employees from any and all loss, cost, or expense
which they might incur by reason of any claim or action arising out of our performance in
executing our services on your 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 us hereunder including, but not limited to, the objectivity of the
selection of winners.
We indemnify and hold harmless you and your agents, parents, affiliates, subsidiaries, and
employees against any claims or actions relating to any name, title, or slogan created and owned
by us that is used by you with our authorization. In the event that a particular name, title, or
slogan affixed to the sweepstakes is not owned or created by us, any and all claims or actions
relating to the use of the name, title, or slogan will be your responsibility and you will indemnify
and hold us 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.
Additional costs and fees which may be expected in connection with contest promotions are as
follows:
1. Filings with Arizona—$ ________ plus out-of-pocket filing fees.
2. Providing post office boxes for receipt of entries and receipt of winners list requests—at
our cost per box per six-month period or part thereof.
3. If we are charged with the responsibility for procuring merchandise prizes, the cost of such
prize procurement will be true delivered cost as documented by supplier’s actual invoice(s)
to us plus ________ %.
4. For sweepstakes promotions in which more than __________ prizes are offered, our fee for
the selection of additional prizewinners will be $________per name (or $ __________ per
name if duplication elimination is not mandatory).
5. A personal investigation of major prizewinner(s), if requested by you, can be accomplished
at true cost plus ________ %; alternatively, affidavit clearances are priced at $ __________
each. Affidavit clearances will be obtained via mail only and consist of a notarized
document verifying the potential winner’s name, address, social security number, and that
they have complied with all the rules and regulations of the specific program.
6. Notifying major prizewinners in writing of the prize won. If winners may select among
multiple prizes, ascertain if the selected prize is available. This service is billable relative to
the number of notifications required but would not exceed the sliding scale provided below,
plus materials (billable at true cost plus ________%) and postage (as incurred). The
number of prizes and costs are:
1 to 5 major prizes
6 to 10 prizes
11 to 25 prizes
26 to 50 prizes
51 to 100 prizes
101+ prizes
$________ each;
$________ each;
$ ________ each;
$ ________ each;
$ ________ each;
$ ________ each.
Below a certain prize value level (to be determined by you and us), a separate notification
letter is not warranted, but a congratulatory note may be included with the prize award. The
cost of this type of notification with prize award is $ ________ /M.
7. Printing and fulfilling winners list requests. Printing is chargeable at true cost plus
________%; fulfillment is chargeable at $ ________ /M.
8. Fulfillment of additional entry forms or game pieces, if applicable, is billable at $
________ /M.
9. Prize fulfillment, as required, including receiving and handling of prizes, would be billable
at a predetermined cost per thousand after agreement upon prize parameters including who
is procuring the actual prizes, and their sizes and quantities.
10. Prize storage after
________ days and insurance for prizes, if we are not procuring
prizes, would be billable at $ ________ /sq. ft./month and $ ________ /$100 value/month,
respectively.
11. Miscellaneous services requested in writing by you, and not identified above as part of the
administrative services—$ ________ per hour, or at a cost per response agreed upon by
you and us, dependent upon the service requested.
12. Preparation and issuance of 1099 forms to all prizewinners receiving awards of $600 or
more will be charged at $ ________ each. If this service is not requested by you, we will
prepare all information necessary for you to issue at the close of each promotion program.
13. Any amounts paid by you hereunder shall be deemed to include all applicable taxes, duties,
and charges. We are responsible for all tax filings required by any authority with regard to
a sweepstakes, except filing 1099s for the winners.
PRESELECTED WINNER SWEEPSTAKES (MATCHING TYPE)
ADMINISTRATIVE SERVICES AND FEES
Preselected Winner Sweepstakes is a technique utilized in direct-mail sweepstakes programs in
which mailings are made to a preselected sample population. Based on a computer selected
“random selection” process, a winner has already been selected, but it is the responsibility of the
consumer to mail back or activate their entry.
The administrative services which we provide to you in connection with preselected winner
sweepstakes (matching type) are as follows:
1. Render our advice and counsel on all elements of the sweepstakes that could contribute to
maximum effectiveness. This includes our advice on sweepstakes duration, preparation of
entry forms, rules, and related materials.
2. A helpful advisory service to provide you and your counsel with our practical knowledge
of postal, federal, state, and local laws and regulations which could significantly affect the
sweepstakes.
3. Review all copy pertinent to the sweepstakes prior to production of same.
4. Submit our draft of rules that will govern the sweepstakes.
5. Assign suitable post office boxes for use during the campaign.
6. Count all entries received by accurate weight measurements.
7. Submit bimonthly written reports in a form that has been approved by you on the volume
of entries received, etc.
8. Conduct random drawings in accordance with our standardized procedures with our
personnel in the presence of your representative for all major prize drawings to award all
prizes from among all eligible entries received in accordance with the printed rules
governing the sweepstakes.
9. Arrange for clearance of major prizewinner(s) before formal announcement. Clearance will
be accomplished via mail correspondence only and receipt of the potential winner’s
required documentation including an Affidavit of Eligibility and/or Release of Liability
within specific time parameters.
10. Submit a certified list of winners to you after all clearances have been concluded.
11. The official major winners list will include all prizewinners’ names and full addresses. We
will provide separately to you all major prizewinners’ social security numbers, for any tax
liabilities.
12. Guarantee that names of contestants and other pertinent information relating to your
program are secure against unauthorized use. We will not utilize the names in any manner
other than as you direct or authorize.
13. We further guarantee the absolute non-collusion of our employees with your agents,
parents, affiliates, and employees. We indemnify and hold harmless you and your agents,
parents, affiliates, subsidiaries, and employees from any and all loss, cost, or expense
which they might incur by reason of any claim or action arising out of our performance in
executing our services on your 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 us hereunder including, but not limited to, the objectivity of the
selection of winners.
Our fee for the administrative services outlined above is $ __________.
Additional costs and fees which may be expected in connection with “matching type”
preselected winner sweepstakes promotions and instant win promotions using on-shelf seeding
are as follows:
1. Filing Surety Bonds, if necessary, and filing the details of the promotion with the
Secretaries of State of Florida, New York, and Rhode Island—$ ________ per state plus
out-of-pocket filing fees.
2. Seeding. Our fee for personally inserting each major prizewinning symbol at random
throughout the full print or circulation universe will be $ ________ per day on premise of
seeding location plus out-of-pocket expenses (coach airfare, travel, hotel, etc.).
3. Fulfillment of additional entry forms or game pieces, if applicable is billable at $ ________
/M.
4. Receiving and verifying instant winner prize claims is chargeable at $ ________ /M.
5. Providing post office boxes for receipt of entries and receipt of winners list requests—at
our cost per box per six-month period or part thereof.
6. If we are charged with the responsibility for procuring merchandise prizes, the cost of such
prize procurement will be true delivered cost as documented by supplier’s actual invoice(s)
to us plus _____ %.
7. For sweepstakes promotions in which more than ________ prizes are offered, our fee for
the selection of additional prizewinners will be $ ________ per name (or $ __________ per
name if duplication elimination is not mandatory).
8. A personal investigation of major prizewinner(s), if requested by you, can be accomplished
at true cost plus ________ %; alternatively, affidavit clearances are priced at $ ________…
each. Affidavit clearances will be obtained via mail only and consist of a notarized
document verifying the potential winner’s name, address, social security number, and that
they have complied with all the rules and regulations of the specific program.
9. Notifying major prizewinners in writing of the prize won. If winners may select among
multiple prizes, ascertain if the selected prize is available. This service is billable relative to
the number of notifications required but would not exceed the sliding scale provided below,
plus materials (billable at true cost plus __________ %) and postage (as incurred). The
number of prizes and costs are:
1 to 5 major prizes
6 to 10 prizes
$________ each;
$________ each;
11 to 25 prizes
26 to 50 prizes
51 to 100 prizes
101+ prizes
$ ________ each;
$ ________ each;
$ ________ each;
$ ________ each.
Below a certain prize value level (to be determined by you and us), a separate notification
letter is not warranted, but a congratulatory note may be included with the prize award. The
cost of this type of notification with prize award is $ ________ /M.
10. Printing and fulfilling winners list requests. Printing is chargeable at true cost plus
________%; fulfillment is chargeable at $ ________ /M.
11. Fulfillment of additional entry forms or game pieces, if applicable, is billable at $
________ /M.
12. Prize fulfillment, as required, including receiving and handling of prizes, would be billable
at a predetermined cost per thousand after agreement upon prize parameters including who
is procuring the actual prizes, and their sizes and quantities.
13. Prize storage after
________ days and insurance for prizes, if we are not procuring
prizes, would be billable at $ ________ /sq. ft./month and $ __________ /$100
value/month, respectively.
14. Miscellaneous services requested in writing by you, and not identified above as part of the
administrative services—$ ________ per hour, or at a cost per response agreed upon by
you and us, dependent upon the service requested.
15. Preparation and issuance of 1099 forms to all prizewinners receiving awards of $600 or
more will be charged at $ ________ each. If this service is not requested by you, we will
prepare all information necessary for you to issue at the close of each promotion program.
16. Any amounts paid by you hereunder shall be deemed to include all applicable taxes, duties,
and charges. We are responsible for all tax filings required by any authority with regard to
a sweepstakes, except filing 1099s for the winners.
INVOLVEMENT GAMES
ADMINISTRATIVE SERVICES AND FEES
The administrative services which we are prepared to provide to you in connection with
involvement games are as follows:
1. Produce and secretly identify with anti-counterfeiting devices all winning versions of the
sweepstakes symbol in the presence of your representative. This procedure is undertaken
by us to safeguard the integrity of the official prizewinning entries and to invalidate any
counterfeit or altered claims.
2. Personally “seed” winning versions of all major prize symbols at magazine or newspaper
printing plants or at packaging plants, in compliance with our official procedures for
seeding. Your representative may be on site to witness or verify seeding of all major prizes.
In the case of minor prize symbols, arrange with the management of the appropriate media
for management “seeding” under the terms of the prize distribution program. Affidavits for
seeding procedures will be executed in writing and will be in a form approved by you.
3. Receive and verify prize claims. The following will confirm the procedures to be employed
with regard to receiving and verifying prize claims:
Registered or Certified Claims:
a. All claims sent certified or registered mail are signed for at the post office by our
employee indicating date received.
b. Claims sent to us are given to our production supervisor.
c. All envelopes are stamped with a sequential number and are logged in a journal to
indicate: the sequential number, registered or certified number, whether a return receipt
was required, name and address of claimant, and the date received. This procedure is
accomplished by supervisory personnel.
d. The envelope (containing sequential number) and contents of the envelope are
photocopied.
e. Any empty envelopes received are immediately brought to the Vice President of
Production who enters on the envelope the words “no contents” and signs the envelope,
as does the supervisor. The envelope containing the sequential number, the notation
that nothing was included, and both signatures is photocopied. The claim is logged in
the register.
f. A list is typed or computer list generated of all verified claims received. Prize
fulfillment is accomplished based on the list indicating claimant’s name and address
and prize claimed.
g. All originals and photocopies are stored in two separate secure locations. Should any
claim be questioned, the log is utilized to determine the date the original claim was
received and the photocopy of the claim can be retrieved immediately. Non-winning
entries will be retained for at least 60 days after all prizes have been awarded. A letter
will then be sent to you requesting permission to destroy, or designating shipping
instructions. Winning entries will be retained for seven years.
h. Photocopied claims are stored by sequential number; original claims are stored by date.
Non-Registered or Non-Certified Claims:
a. All non-registered or “non-certified” claims are picked up at the post office by our
personnel and transferred to our production facility.
b. All responses are opened, extracted, and verified as to their contents.
c. If a major prize claim is included with these responses, the claim and the envelope is
brought to the supervisor and the response is handled as it would be if it were sent
registered or certified.
4. Determine winners in accordance with the promotion rules.
Our fee for the administrative services outlined above is $ ________ per promotion.
Additional costs and fees which may be expected in connection with “instant winner games”
preselected winner sweepstakes promotions are as follows:
1. If requested, creative presentation of layouts, and production of final art for game pieces
including preparation of the mechanical, overlays, and photostats are chargeable at true
cost plus________ %.
2. If requested, game piece production and supervision is chargeable at true cost plus
________ %.
3. Seeding. Our fee for personally inserting each major prizewinning symbol at random
throughout the full print circulation would be billable for out-of-pocket expenses (coach
airfare, travel, hotel, etc.) only when we are given the assignment of producing game
pieces; otherwise, a seeding fee of $ ________ per day we are required to be on the
premises of seeding location, plus out-of-pocket expenses.
4. Fulfillment of additional entry forms or game pieces, if applicable, is billable at $
________ /M.
The above outline of services and fees is intended to cover the development and execution of all
conventional prize promotions and services that you may reasonably be expected to execute
during the term of this agreement. Should we be assigned the development or execution of any
prize promotion or service not covered by the above, we will provide a separate outline of
services and fees to you.
With regard to any questionable or noncompliant submissions, we will communicate with your
consumer service department for dispensation and handling.
All forms for written notifications to potential winners, including, but not limited to,
congratulatory letters, Affidavits of Eligibility, Releases of Liability, etc., will be sent to you for
approval prior to submission to potential winners.
While the term “major prize” has been utilized throughout this agreement, the specific “major
prize” level will be determined on a promotion-by-promotion basis, and will be stated in writing
on each individual promotion document.
ADDITIONAL TERMS AND CONDITIONS
1. Billing Procedures. Upon receiving invoices for providing the services described above
(the “Services”), you will pay us the agreed amounts on or before the due date specified
thereon, but in no event shall payment be required earlier than ________ days after receipt
of an invoice or earlier than ________ days after we have completed the Services with
respect to which the billing relates. All invoices shall include such supporting information
and documentation as you may reasonably request.
2. Retention and Inspection of Records. We will maintain records of all contracts, papers,
correspondence, proof of payment, affidavits of performance, ledgers, books, accounts, and
other information relating to the payments made by you for the Services hereunder. You
may inspect, examine, and review such records (and make copies thereof) at any time
during normal business hours. These records will be retained for a maximum of three years.
3. We represent, warrant, and covenant that:
a. We are a corporation duly organized and validly existing under the laws of the State of
________________________.
b. We are not insolvent, are not in a bankruptcy proceeding or receivership, nor engaged
in any litigation, arbitration, or other legal or administrative proceeding or investigation
of any kind which would have an adverse affect on our ability to perform our
obligations under this agreement. We will promptly notify you of any materially
adverse change in our financial condition and any litigation, arbitration, or other legal
proceeding which would have an adverse affect on our ability to perform our
obligations under this agreement.
c. All of the Services hereunder will be performed in keeping with the highest
professional business standards and will be subject to review and approval by you.
d. We will make prompt payment of all bills submitted by third parties relating to the
Services in order to obtain all available discounts, rebates, and credits.
e. During the agreement term, we will not become involved in any situation or occurrence
which brings us into public disrepute, contempt, scandal, or ridicule or which tends to
shock, insult, or offend the community or which reflects unfavorably upon the
reputation of your products.
f. We will comply with all applicable federal, state, and local laws, executive regulations,
and orders in carrying out our obligations under this agreement.
4. Term. This agreement shall be effective as of ________ and shall remain in full force and
effect until ________. You shall have the option, but no obligation, to renew this
agreement for another one-year term on the same terms and conditions, provided you give
us written notice of your intent to renew at least thirty (30) days before the end of the initial
term. In the event you exercise your option to renew this agreement, the renewal term shall
be on the same terms and conditions as provided herein, except for the agreement fees,
which shall be subject to negotiation in good faith and agreement by the parties for the
renewal term.
5. Termination. You may terminate this agreement immediately at your sole discretion by
giving us written notice upon the occurrence of any of the following events:
a. Where lawful, if we make a general assignment for the benefit of creditors, shall have
been adjudicated bankrupt, shall have filed a voluntary petition for bankruptcy or for
reorganization, or effectuated a plan or similar arrangement with creditors, shall have
filed an answer to a creditor’s petition or a petition is filed against us for an
adjudication in a bankruptcy or reorganization, or if we shall have applied for or
permitted the employment of a receiver or a trustee or a custodian for any of our
property or assets.
b. If there is a default by us under any provision of this agreement and we have failed to
cure the default within thirty (30) days after being given written notice by you.
c. If you are prohibited by law, regulation, or order from engaging in or utilizing any of
the activities described in this agreement.
In the event of such a termination, without prejudice to any other remedies that you may
have, you shall be entitled to withhold further payments to us. In addition, you may elect to
have us complete any previously agreed-to Services even though the work may not be
completed until after termination, or you may elect to stop all work on all Services.
6. Insurance. We will, at our expense, secure and maintain in full force and effect during the
term of this agreement at least the following insurance coverage:
a. A comprehensive general liability policy in an amount not less than $ ________ to
cover liability for personal injury, death, property damage, and other related harm
suffered by those who may be adversely affected by this agreement;
b. A policy of insurance for fire, extended coverage, vandalism, and burglary covering
any materials stored by us, whether on our premises or on any other premises, for you,
in an amount not less than the reproduction costs of such materials. In the event that
any materials (premiums) which are your property are stolen, lost, misplaced, or
destroyed while in our possession, we will, via our insurance coverage, reimburse you
for the loss incurred; and
c. Workers’ Compensation and Unemployment Insurance coverage as required by
applicable state law. We will provide you with certificates of insurance naming you as
an additional co-insured evidencing the existence of these insurance policies within ten
(10) days after execution of this agreement.
7. Independent Contractor. We and our employees and all others with whom we contract to
perform services hereunder shall be and remain independent contractors and shall not be
deemed your employees. We will be solely responsible for compensating our employees
and all others supplied by us to perform Services hereunder. We are not authorized to act
for, financially commit, speak for, or represent you in any dealings with third parties unless
expressly authorized by you in writing.
8. Governing Law. This agreement shall be governed by and construed and interpreted in
accordance with the internal laws of the State of _______________________.
9. Notices. Any notices required to be given pursuant to the provisions of this agreement shall
be in writing and given either in person or by certified mail postage prepaid and mailed to
us at [insert address] or to you at [insert address] or to such other addresses as the parties
may specify in writing in accordance with the terms of this paragraph.
10. Non-assignability; Subcontracting. The rights and obligations of this agreement may not be
assigned or subcontracted by us without your prior written consent.
11. Confidentiality. Any non-public information, data, or plans learned by us from you or your
agents in connection with this Agreement, and all such information created for you by us
shall be considered by us to be strictly confidential, provided that such confidentiality shall
not be required with respect to information disclosed publicly or become generally known
under circumstances not involving a breach of this Agreement by us, or which is received
by us from third parties lawfully entitled to disclose such information. Unless you have
given your express prior written consent, we will not at any time disclose such information,
data, or plans to anyone, and we will endeavor in good faith to prevent our agents,
employees, or representatives from disclosing same.
If you agree with the foregoing terms and conditions, kindly sign two copies of this letter and
return one signed copy to us at your earliest convenience.
Very truly yours,
[Fulfillment Company]
By: ________________________
ACCEPTED AND AGREED:
[Sponsor]
By:
________________________