STANDARD FUNDRAISING AGREEMENT – TERMS & CONDITIONS
THIS FUNDRAISING AGREEMENT (“Agreement”) executed on the date set forth herein is by and between the Parties identified on the Agreement.
RECITALS
WHEREAS, Client is of the opinion that GOLD has the necessary qualifications, experience, and abilities to provide the fundraising products and services to the Client;
WHEREAS, GOLD desires to provide such services and products to Client to assist Client in meeting the fundraising goals, on the terms and conditions set forth herein; and
WHEREAS, GOLD and Client agree that the Client’s selected services and products, including discount product, ship-to-home product and bulk order product, the fundraising timeframe, and financial goals that have been previously selected and agreed upon by Client as detailed on the Agreement.
NOW, THEREFORE, in consideration of the matters described on the agreement and of the mutual benefits, consideration and obligations set forth herein, the receipt and sufficiency of which consideration is hereby acknowledged, the parties to this Agreement agree as follows:
SERVICES PROVIDED
Client hereby agrees to engage GOLD to provide Client with GOLD’s services and products (“GOLD Services”) consisting of the creation and sale of its proprietary GOLD goods, services and products by the Client’s students, faculty, staff, members and/or any other interested third persons authorized by Client.
TERM OF AGREEMENT
The “Term” of this contract shall begin on the date the Parties execute this Agreement and shall continue for the period of time detailed above (fundraising closeout date). The schedule of fundraising activities may be changed, but only by written mutual agreement.
AUTHORITY TO BIND
Each Party represents that the person who signs the Agreement on behalf of that Party has the authority to and does bind the respective Party to the terms and conditions of this Agreement. The Client and its signer hereby specifically warrant and represent to Company that the signer has been fully authorized and directed by the team, school, institution, parents, agency, group or the like to execute this Agreement and become bound by the terms herein.
OBLIGATION AND RIGHTS
In connection with GOLD’s fundraising activities on behalf of Client, GOLD shall have the right to use Client’s good name, logos and goodwill and the use thereof is specifically authorized by Client.
Client shall cooperate with GOLD in identifying the purpose of this fundraising event, including a statement of purpose for which event is being conducted, the method of solicitations and services and products to be provided by GOLD.
SOCIAL MEDIA / MARKETING
Client specifically authorizes and agrees that GOLD shall have the right to promote Client’s fundraising campaign on its websites and social media channels, including specifically the resharing of posts by participants of Client that are first posted on social media by Client’s participants (which may include the name, images, and likeness of Client’s participants, including students and/or team members).
Client and GOLD agree that GOLD is specifically authorized to share social media posts from Client’s participants without further consent or approval of Client and Client agrees to fully indemnify GOLD from any claims, cause of action or liability regarding this specific authorization.
COMPENSATION / CLIENT FUNDS / PRIZES
Client will receive the Team Profit Percentage detailed above.
Upon completion of the Client’s fundraising, GOLD shall, no later than thirty (30) days from “Closeout” as identified herein, provide Client with its percentage of the Fundraising Event sales (as may be adjusted to reflect cash donations or Gold Card / booklet sales). All costs for promotional, product, and ordering materials shall be borne by GOLD and shall not impact the profit from gross to the Client.
All of GOLD’s overhead costs (e.g., travel, hourly rates, supplies, order forms, catalogs, printing, incentives, prizes, miscellaneous support services, etc.) shall be borne by GOLD and shall not impact the profit from gross to Client. Client and GOLD agree that, in addition to the above referenced compensation, GOLD and Client may create incentives, prizes, and awards to students/participants on terms mutually agreed to herein.
Incentives, prizes, and awards to students/participants shall not be in the form of additional products to be sold nor in the form of cash or monetary equivalents.
GOLD reserves the right to modify or amend the Prizes with products, apparel, or gift cards of equal value.
TERMINATION FEE
Client may terminate this Agreement by giving written notice to GOLD.
Any termination of the Agreement by Client prior to products being printed or procured will result in a termination fee of $1,000. Any termination of the Agreement after products have been printed/procured will result in a termination fee of $2,000, either of which will be due on the date the Client terminates the Agreement.
NOTICE OF DEFECTS
In the event GOLD’s products or any part thereof is claimed to be defective, Gold Athletics shall be given ample opportunity for inspection and, upon request, shall be furnished with a sample of such material.
Gold Athletics shall be liable only to replace defective products or to allow credit for such products at its sole option, without further recourse. Any claims must be made within thirty (30) days after receipt of the products shipped hereunder.
CONFIDENTIALITY / NON-DISCLOSURE / NON-SOLICITATION
GOLD agrees it will not disclose, sell, share, divulge, reveal, report or use, for any purpose, any confidential information with respect to the Client which GOLD has obtained, except as necessary or desirable to further the goals of the Client, including but not limited to:
(i) participant and supporter data;
(ii) donor and customer lists; telephone numbers and other information pertaining to donors and customers;
(iii) finances, plans, or information relating to Client’s general operations; and
(iv) any private and confidential information which is a unique asset of Client or which, if known to competitors or others, would be harmful to Client.
Client conversely agrees that through the course of this relationship, Client is obtaining the relationships, contacts, knowledge and know-how of GOLD and Client will keep this information confidential and will not use this information without GOLD’s express written consent. Client specifically agrees that GOLD’s employees, service providers, systems, methods, and the like are GOLD’s confidential information, and Client shall not engage or solicit the services of and/or hire/employ or contract with any parties and/or companies/service providers introduced to Client by GOLD. This obligation shall survive for two (2) years from the end of the Event. The parties further agree that the confidential information referenced herein shall at all times remain the sole property of the party disclosing such information. Client and GOLD acknowledge that failure to carry out any obligation under this Agreement, or a breach by either party, will constitute immediate and irreparable damage to the other party, not adequately compensable in monetary damages, and warrant injunctive relief, specific performance, and other equitable remedies.
RETURN OF PROPERTY
Upon the expiration or termination of this Agreement, GOLD and Client will return to the other party any property, documentation, records or confidential information belonging to the other party. GOLD reserves the right to audit all materials released to Client.
ASSIGNMENT
GOLD will not voluntarily or by operation of law assign or otherwise transfer its obligations under this Agreement without the prior written consent of Client.
INDEPENDENT CONTRACTOR
It is expressly agreed that GOLD is acting as an independent contractor and not as an employee in providing the GOLD Services under this Agreement. This Agreement does not create a partnership or joint venture between the parties and is exclusively a contract for service. Any taxes due as a result of payments to GOLD are GOLD’s sole responsibility. Client will not be required to pay any withholding taxes, payroll taxes, Social Security, unemployment, disability or similar items in connection with payments to GOLD.
NOTICES
All notices, requests, demands, or other communications required or permitted under this Agreement will be given in writing and delivered to the parties as detailed above.
COSTS AND LEGAL EXPENSES
In the event that legal action is brought to enforce or interpret any term of this Agreement, the prevailing party will be entitled to recover, in addition to any damages or award, all reasonable legal costs and fees associated with the action.
LIMITATION OF LIABILITY
Client shall indemnify and hold GOLD harmless from and against all actual damages, liabilities, costs, and expenses (including attorney’s fees) incurred by GOLD as a result of any claim or proceeding based in whole or in part on Client’s activities under this Agreement. Client shall not be liable to third parties for the acts or omissions of GOLD under this Agreement. GOLD agrees to indemnify Client and its related organizations, employees, agents, officers and directors, and hold the same harmless from and against all injury, loss, liability, expense, damage, penalty or expense of any kind which GOLD may sustain, incur, pay or have asserted against it by reason of performance or nonperformance of services hereunder, any negligence or willful act of GOLD, or participation of GOLD in any event or activity sponsored or authorized by Client.
FORCE MAJEURE
GOLD shall not be liable for failure to perform if such failure results from acts of God or manmade activities including, but not limited to: fire, flood, earthquake, storm, hurricane, natural disaster, pandemic, war, invasion, terrorism, government sanctions, embargo, labor disputes, electricity or telephone failure, or other events beyond the Parties’ control.
SEVERABILITY / WAIVER
If any provisions of this Agreement are held invalid or unenforceable in whole or in part, all other provisions shall remain valid and enforceable, with the invalid portions severed. A waiver by either party of any breach shall not be construed as a waiver of any subsequent breach.
GOVERNING LAW
This Agreement shall be governed exclusively by the laws of the Commonwealth of Massachusetts, without regard to jurisdiction where any action may be instituted. This Agreement shall inure to the benefit of and be binding upon the parties and their respective heirs, executors, administrators, successors and permitted assigns.
ENTIRE AGREEMENT / EXECUTION
There is no representation, warranty, collateral agreement, or condition affecting this Agreement except as expressly provided herein.
This Agreement may be executed in several counterparts, and signatures delivered via facsimile, PDF, or electronic means shall be binding as evidence of execution and acceptance of the terms of this Agreement.