These ACC Global Resources Sponsor Terms and Conditions, together with the ACC Global Resources Package Order Form (the “Order Form”) signed and submitted by the Sponsor to ACC and countersigned by ACC, constitute the “Agreement” between the parties below:
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Association of Corporate Counsel ("ACC"), a District of Columbia (USA) nonprofit corporation located at 1001 G Street NW, Suite 300W, Washington D.C. 20001, USA; and |
| The entity (Company) identified in the Order Form (“Sponsor” or “you”). |
ACC and Sponsor are referenced herein each individually as a “Party”, and collectively as the “Parties”. The Parties agree as follows:
The Agreement is effective as of the date ACC countersigns (as that date is noted by ACC on the Order Form) the completed Order Form submitted by Sponsor (“Effective Date”).
1. Definitions
The capitalized terms listed below shall have the meaning assigned below:
a. ACC Guide (formerly known as “InfoPAK”): an ACC-branded in-depth white paper on a topic of interest to ACC members, in a format meeting ACC’s editorial guidelines for ACC Guides.
b. Webcast: ACC facilitated webcasts on a topic of interest to ACC members, as determined by ACC.
c. ACC Quick Overview or Quick Overview (formerly known as “QuickCounsel”): an ACC-branded article on a topic of interest to ACC members, in a format meeting ACC’s editorial guidelines for Quick Overviews as may be updated from time to time.
d. ACC Top Ten or Top Ten: an ACC-branded article on a topic of interest to the ACC members, in a format meeting ACC’s editorial guidelines for Top Ten.
e. Sample Forms: Sample forms, agreements and/or policies on subjects relevant to ACC members. Sample Forms may bear the logo of the Sponsor on the front page; however, the Forms and logo must comply with the template as may be provided by ACC and must include a brief description of the Sample Form’s content.
f. Resource(s): any of the resources listed at clauses a through e above that Sponsor develops for ACC under this Agreement (i.e., sponsored Resources). For avoidance of doubt, Non-sponsored Resources (as defined below), are not deemed Resources under this Agreement.
g. Non-sponsored Resource(s): proprietary content of Sponsor that is not sponsored Resources. Non-sponsored Resources include, without limitation, articles that Sponsor has published on its website and that Sponsor would like ACC to republish on the ACC website.
2. Sponsorship and Sponsorship Fee
A. The sponsorship fee to be paid by Sponsor to ACC (“Sponsorship Fee”) is the amount of Sponsorship Fee specified on the Order Form, and is non-refundable. You agree to provide to ACC for publication a minimum of three written Resources during the Initial Term of this Agreement (then during each Renewal Term if any), in consideration for being designated an “ACC Global Resource Provider” (per the terms of subsection B below). The Sponsorship Fee is due and payable to ACC within ten (10) calendar days following the date of Sponsor’s signature of the Order Form.
B. Sponsor is hereby granted permission to use the following description when referring to the Sponsor's ACC Global Resources Sponsorship, “[Sponsor Name] is an ACC Global Resource Provider for [country/region as listed in the accepted Order Form].” Sponsor has no right to any exclusivity under this Agreement. This non-exclusive Agreement does not prohibit ACC from seeking services from any third party (including, without limitation, in the same country/region as Sponsor).
C. Sponsor agrees to be featured by ACC as an ACC Global Resource Provider during the Initial Term of this Agreement (then during each Renewal Term if any). For the avoidance of doubt, featured ACC Global Resource Providers may be displayed, in name and/or logo, by ACC on various media, including, without limitation, on the ACC website and on ACC’s communications with members, such as, without limitation, through email and social media.
3. Resources and Services
A. During the Initial Term of the Agreement, and during each Renewal Term (if any):
a. Sponsor shall, in a timely manner, deliver to ACC at least three Resources formatted as Top Ten or Quick Overview (which will thus be deemed sponsored resources), on topics relevant to the country(ies) or region(s) mentioned in the Order Form as accepted by ACC.
b. Sponsor may also provide as many Sample Forms as it wishes (and these will also be deemed sponsored resources), on topics relevant to the country(ies) or region(s) mentioned in the Order Form as accepted by ACC.
c. Sponsor may also opt to deliver Webcast(s) and/or ACC Guide(s), if Sponsor agrees to ACC’s then-current terms pertaining to such Resources, pays the corresponding additional sponsorship fee, and focuses these Resources on topics relevant to the country(ies) or region(s) mentioned in the Order Form as accepted by ACC.
d. Sponsor may also submit Non-sponsored Resources to ACC for publication on the ACC website (for example, without limitation, in ACC’s online resource library) on topics relevant to any country(ies) or region(s). ACC may, in its sole discretion, decline or accept to publish, and may subsequently cease publication of, Non-sponsored Resources. Sponsor has no right to promotion by ACC of Non-sponsored Resources.
B. Resources Quality and Approval: Potential topics must be submitted by Sponsor for ACC’s approval. Sponsor shall comply with the timelines, editorial and quality guidelines that ACC may communicate and/or update from time to time. In order to enhance the quality of the Resources that Sponsor develops for ACC, Sponsor shall pay particular attention to, and shall comply with, ACC's Key Quality Questions and Tips for ACC Resource Providers (“Key Quality Requirements”) and with ACC's editorial guidelines ("Editorial Guidelines") (including, without limitation, the ACC Top Ten Editorial Guidelines and the ACC Quick Overview Editorial Guidelines) that ACC links herein or otherwise communicates or makes available to Sponsor from time to time, as may be updated or supplemented from time to time by ACC. Sponsor shall ensure that the Resources it provides are practical and relevant for in-house counsel. Topic selection, promotion, resource finalization, and publication for the above Resources are subject to ACC’s review, edits and approval. ACC has the right to edit the Resources. ACC may amend or supplement the Editorial Guidelines and the Key Quality Requirements without prior notice.
C. Resource removal, cancellation, delays and interruptions: ACC may require additional editing from the Sponsor, or delay or cancel publication of Resources, if Sponsor fails to comply with the requirements herein, or if the Resource is not produced in accordance with deadlines, is not consistent with the initial proposal, or is not of sufficient quality. Resources that are delayed may be subject to limited promotion at ACC’s discretion. ACC may cancel (remove from ACC’s website) Resources at any time for good cause (e.g., without limitation, following complaint by a member, or a breach by Sponsor of an obligation under the Agreement) (without prejudice to ACC’s other rights to remove a Resource from publication under this Agreement). ACC will not be liable for interruption(s) of publication arising from technical issues.
D. Subject to payment by Sponsor of the Sponsorship Fee and to provision by Sponsor of the content required under this Agreement, ACC shall be responsible for:
1. Within two weeks from the finalization of the first resource, featuring Sponsor’s name and logo on a dedicated webpage listing ACC Global Resource Providers;
2. Reviewing and approving or disapproving Resource topics under the following criteria: (1) the topic’s educational value; (2) its timeliness; (3) its conflict, overlap, relevance to, and/or duplication with any other existing or proposed ACC projects; and (4) whether the primary purpose of the proposed topic is to promote the Sponsor’s products or services (in which case the proposal is likely to be rejected);
3. Reviewing and editing drafts and final resources provided by Sponsor. ACC shall have final say and approval over the content of the Resource. Examples of instances in which ACC may deny or delay publication are, without limitation: if Sponsor fails to comply with the Key Quality Requirements or the Editorial Guidelines, or if the Resource is not consistent with the initial proposal, or is not of sufficient quality;
4. Publishing the Resources created or contributed by Sponsor under this Agreement to ACC’s Legal Resources online library, for at least the duration of the sponsorship's Initial Term (or Renewal Term if any) or 12 months, whichever is shorter (and subject to the terms of Section 3 subsection C above). After that minimum time period, ACC retains the right to unpublish the Resource, and the right to remove Sponsor’s logo, byline, hyperlinks and other references to Sponsor and author(s) and seek an alternative sponsor or author to update the content (without prejudice to ACC’s other rights);
5. Providing appropriate attribution to the Sponsor, and author(s) when Sponsor provides name, for any Resource created or contributed by Sponsor under this Agreement, as soon as a Resource has been uploaded by ACC to ACC’s Legal Resources online library. Attribution should include identifying the Sponsor in the Resource by placing the Sponsor’s logo near the top of the Resource. Upon expiration, termination or cancellation of the Agreement, and without prejudice to ACC’s other rights, ACC has the right to remove Sponsor’s logo, byline, hyperlinks and other references to Sponsor and author(s), and to seek an alternative sponsor or author to update the content;
6. Serving as the point of contact between ACC members and the Sponsor. Any communications to be sent to ACC members shall be sent by Sponsor to ACC first and will be subject to prior written approval by ACC;
7. Promoting the Resource through several ACC channels, which may include, without limitation, email updates to members, the ACC Docket, and/or other places on the ACC website;
8. Including a link to any Sponsor-created or -contributed Resource, in the ACC Newsstand email newsletter;
9. After publication of the Resource, providing Sponsor with the URL to the final published Resource on the ACC website;
10. Tracking download or pageview statistics for the final published Resource, and, up to two times during the 12-month Term of the Agreement, at Sponsor’s request, providing the total number of downloads or pageviews (depending on the publication format) for a specified period of time; and
11. Providing Sponsor with an appropriate logo that may be used by Sponsor to reflect the sponsorship resulting from this Agreement.
E. Sponsor shall:
1. Prepare and deliver the contents of the Resources in accordance with the Editorial Guidelines and Key Quality Requirements provided by ACC, as may be updated from time to time by ACC;
2. Provide all “Additional Resources” required by the Editorial Guidelines in the Resource via hyperlinks (electronic format) throughout the document;
3. Provide its logo to ACC in jpeg format, and allowing its logo to be hyperlinked to the Sponsor’s homepage or other selected webpage of Sponsor;
4. Review and update the Resource as needed to keep it as current as possible, such as, without limitation, with any new provisions, changes to regulations, or other pertinent information. Reviewing and updating may be done as necessary, but in any event Sponsor must submit the update (if any) to ACC no later than the earlier of (i) within 24 months (2 years) after the initial date of publication, or (ii) before expiration or termination of the Agreement; otherwise the update will be considered a new Resource and may be charged by ACC to Sponsor as a standalone sponsorship. Sponsor understands that failure to provide ACC with updated content within the allowed time period increases the likelihood that ACC may exercise its right to unpublish the Resource and/or to remove Sponsor’s logo, byline (including references to the author(s) and Sponsor), hyperlinks and other references and to seek an alternative sponsor or author to update the content (without prejudice to ACC’s other rights);
5. Liaise and collaborate with ACC regarding all of Sponsor’s communications pertaining to ACC, and abide by ACC’s requests regarding these communications; and
6. Pay the Sponsorship Fee to ACC per the terms of the Agreement.
4. 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 ACC as 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’s prior written approval.
5. Copyright Ownership, License, Use and Exploitation
A. All content created and/or contributed by Sponsor under this Agreement shall be deemed “Sponsor Content.” “Final Work” means the Resource(s) (including, without limitation, the Sponsor Content as affixed on an ACC template), such as, but not limited to, ACC Quick Overviews, ACC Guides, and ACC Webcasts. ACC owns all rights and interests in the Final Work in perpetuity, and all rights and interests to and in the Final Work will vest in ACC automatically upon creation, without prejudice to the license provided in section B below.
B. Sponsor hereby grants ACC and its assigns and successors the non-exclusive, sublicensable, irrevocable, worldwide, royalty-free, unlimited license to use Sponsor Content. 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, without additional consideration, use, create derivative works from, copy, rewrite, produce, edit, publish, display, 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 parts of the world. This license shall not expire (i.e., it will survive expiration, termination or cancellation of the Agreement), 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 hereby grants to ACC and its assigns and successors a non-exclusive, irrevocable, worldwide, royalty-free, sublicensable license to upload, publish, display, distribute, and use the Non-sponsored Resources, in any format(s) or medium, now or hereafter existing. Uses allowed under this license include, without limitation, uses described in ACC’s copyright policy located at https://www.acc.com/about/privacy-policies/copyright (as that policy may change from time to time), and allowing ACC members to use and distribute the Non-sponsored Resources within their respective organizations. This license shall not expire (i.e., it will survive expiration, termination or cancellation of the Agreement).
D. Sponsor represents and warrants that (i) Sponsor is either the sole author or sole owner of all rights to the Sponsor Content and to the Non-sponsored Resources, (ii) none of the Sponsor Content or of the Non-sponsored Resources infringes on the rights of others or is in the public domain, (iii) Sponsor has full power, authority and right to submit the Sponsor Content and to grant the licenses set forth in this Agreement to ACC, (iv) to Sponsor’s knowledge, no third party has infringed or threatened to infringe upon any rights pertaining to any Sponsor Content or to any Non-sponsored Resource, and (v) no third party has alleged any infringement of any right(s) pertaining to any of the Sponsor Content or to any of the Non-sponsored Resources.
E. Sponsor shall indemnify, hold ACC harmless and, at ACC’s election, defend (with counsel agreed upon by ACC), ACC and ACC’s successors, assigns and licensees, owners, chapters and affiliates, and their respective officers, directors, employees and agents, against any and all claims by third parties alleging that Sponsor’s granting of any of the licenses set forth in this Agreement in any way infringes any intellectual property right(s) or other right(s) of any natural or legal person.
F. Neither Sponsor nor ACC (as the “Using Party”) 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 Using Party’s respective use, sale, licensing or other exploitation of the materials provided or created under this Agreement.
G. Sponsor shall not use or distribute any Final Work without ACC’s prior written consent; however, this Agreement shall not prohibit Sponsor from occasional distribution of the Final Work as a single resource to existing or potential clients as appropriate, with the following language included (with the correct year to be inserted):
Reprinted with permission from the Association of Corporate Counsel [YEAR].
All Rights Reserved. Visit www.acc.com
H. 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 shall ask ACC for the appropriate URL). For the avoidance of doubt, Sponsor is prohibited from publishing the Final Work on Sponsor’s or any third-party’s website or on any other medium.
I. Sponsor shall not license or assign any copyright to the Sponsor Content provided by Sponsor for creation of the Final Work to any competitor of ACC, including, without limitation, Practicing Law Institute, the Corporate Legal Operations Consortium, the American Bar Association or other bar associations. Sponsor shall provide all assistance reasonably requested by ACC, whether during or after the effective period of the Agreement, in the establishment, preservation and enforcement of ACC’s rights in the Final Work.
J. Sponsor hereby waives (on its behalf and on behalf of the author(s) of the Resources) any and all moral rights relating to the Final Work or to the Resources, including, but not limited to, any and all rights of identification or authorship and any and all rights of approval, restriction or limitation on publication or use or on subsequent modifications.
6. Indemnification
Sponsor shall indemnify and hold harmless and, at ACC’s election, defend (with counsel agreed upon by ACC), ACC, and ACC’s successors, assigns and licensees, owners, chapters and affiliates, and their respective officers, directors, employees and agents, from and against any and all claims, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees), governmental charges, fines and penalties, arising out of or in any way connected with (i) any claim that any of the Sponsor Content, Final Work, Resources, or Non-sponsored Resources, or their respective contents, infringe any intellectual property rights or other rights of anyone, or (ii) any breach by Sponsor (or by any employee, agent or contractor of Sponsor) of an obligation or duty of care (whether based on contract, torts, law, regulation, international convention or treaty, or any mandatory rule from a US or non-US, federal, state, or local government or regulatory body), including, without limitation, any negligence, gross negligence or willful misconduct by Sponsor or by any employee, agent or contractor of Sponsor.
7. Term, Renewal and Termination
A. The initial term of the Agreement (the “Initial Term”) begins on the Effective Date and continues until the day before the first annual anniversary of the Effective Date (unless sooner terminated in accordance with its terms). This Agreement will automatically renew each year, for successive one-year terms (each, a “Renewal Term”), unless either Party notifies the other of its intention to terminate no less than 60 calendar days prior to the end of the then-current Initial Term or Renewal Term. The word “Term” refers, indistinctively, to Initial Term or Renewal Term. Within ten calendar days following the start of each Renewal Term (if any), Sponsor shall pay to ACC a new Sponsorship Fee in the same amount. If ACC wishes to increase the amount of the Sponsorship Fee for any Renewal Term, (i) ACC will inform Sponsor in writing (via email or other written medium) of the increase, at least 45 calendar days before the start of the Renewal Term to which ACC intends the fee increase to apply, and (ii) unless Sponsor notifies to ACC Sponsor’s decision not to renew the Agreement per the provisions of this section 7 (Term, Renewal and Termination) of the Agreement, the fee increase will be deemed mutually agreed and will apply.
B. In the event of an early termination of this Agreement, (i) 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 and materials used toward development of the Final Work, and (ii) without prejudice to the terms of Section 5 of this Agreement, ACC has the right to use all such materials to create or finalize the Final Work for publication by ACC.
C. Upon termination, expiration or cancellation of this Agreement, Sponsor will cease all use of the ACC logo provided by ACC, and ACC retains the right to unpublish the Resource or remove Sponsor’s logo, byline (including references to the author(s) and Sponsor), hyperlinks and other references to Sponsor and author(s) and to seek an alternative sponsor or author to update the content (without prejudice to ACC’s other rights).
8. Dispute Resolution and Governing Law
Any disputes arising out of this Agreement or the provision of services under this Agreement shall be resolved by binding arbitration 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. Notwithstanding the foregoing, each Party shall have the right to seek protective or injunctive measures, orders, or relief, in a court of competent jurisdiction. The validity, construction and performance of this Agreement and the legal relations among the Parties to this Agreement shall be governed by and construed in accordance with the laws of the District of Columbia, excluding that jurisdiction’s conflict of law rules.
9. Assignment
Sponsor acknowledges that Sponsor has been retained based upon Sponsor’s particular expertise and that absent the prior written approval of ACC, Sponsor may not assign or subcontract any portion of this Agreement to any third party.
10. Waiver, Amendment or Modification
Any waiver, amendment or modification of any provisions of this Agreement or any right, power or remedy hereunder shall not be effective unless made in writing and signed by the Parties. No failure or delay by either Party in exercising any right, power, or remedy with respect to any of its rights hereunder shall operate as a waiver thereof in the future.
11. Severability
If any provision of the Agreement is held by a court or tribunal of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement shall remain in full force and effect.
12. Force Majeure
Neither Party will be liable for performance delays nor for non-performance due to causes beyond its reasonable control, except for payment obligations.
13. Absence of Endorsement; Use of Logo
A. The provisions of this Agreement shall in no way be construed as an understanding that ACC shall recommend Sponsor and its services to members. Sponsor may not advertise its sponsorship in any manner that could be construed as ACC’s endorsement of its services.
B. This Agreement in no way transfers any ownership of the ACC logo to Sponsor. Sponsor is prohibited from using ACC’s logo without express written permission from ACC.
C. Sponsor hereby grants to ACC and its assigns and successors a royalty-free, sublicensable, worldwide license to publish, display, use and sublicense Sponsor’s logo and name in connection with the Resources and/or the Non-sponsored Resources (including, without limitation, as part of the Resources and of the Non-sponsored Resources, or in connection with the production, publication and/or promotion of the Resources or of the Non-Sponsored Resources), and to hyperlink Sponsor’s name and/or logo to Sponsor’s website as deemed appropriate by ACC.
14. Compliance with Laws
Each Party represents and warrants that it will not make any payments of money nor will permit anything of value to be offered, promised, or paid – directly or indirectly - to any official political party, party official or candidate or political office to induce such officials to use their influence with a government or instrumentally to obtain an improper business advantage individually or for both of the Parties. Each Party further covenants, represents and warrants that it will comply with all applicable federal, state and local laws and regulations in the United States and all other relevant jurisdictions (such as, without limitation, of the European Union). If one of the Parties should ever become concerned that a possible violation of any of the above requirements may have occurred, whether by one of their representatives, a third-party representative or contractor providing services, the Party shall immediately notify the other and cooperate with the other Party for the remediation of the situation.
15. Entire Agreement
This Agreement and its incorporated provisions constitutes the entire agreement between the Parties in connection with the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the Parties, and there are no warranties, representations and/or agreements among the Parties in conjunction with the subject matter hereof except as specifically set forth or referred to herein.
16. Survival
Upon expiration, cancellation or termination of the Agreement for any reason, the provisions of the Agreement which by their wording or nature should survive expiration, cancellation or other termination of the Agreement shall survive such expiration, cancellation or other termination. Surviving provisions of the Agreement include, without limitation, the provisions regarding warranty, indemnification, non-infringement, intellectual property rights granted by Sponsor to ACC regarding Sponsor Content (and related rights regarding ACC’s use of Sponsor’s logo and/or name), waiver, amendment or modification, dispute resolution and governing law, ACC’s post-termination rights, survival, confidentiality, notices, and, to the extent payment obligations have accrued by the date of termination, payment of sponsorship fees.
17. Confidentiality and Privacy
A. The existence of the Agreement is not confidential, nor are Sponsor’s rights or obligations, except for Sponsor’s payment obligations and, if ACC has waived fees, such waiver.
B. In connection with the performance of this Agreement, ACC may make available to Sponsor (or Sponsor may be provided with or may have access to) confidential information such as, without limitation, non-publicly available information pertaining to ACC’s operations, know-how, membership, or strategic plans, and/or to personal information (i.e., information pertaining to an individual and that can be connected to the individual, such as, without limitation ACC members’ names, titles, organizations, email addresses – collectively, “Personal Information”) (collectively, “Confidential Information”). Under this Agreement, Sponsor has no right to be provided with or to access Personal Information.
C. Sponsor covenants, warrants and represents to ACC that (i) Sponsor will preserve and protect the confidentiality of all Confidential Information, (ii) Sponsor will not, without prior written authorization by ACC, disclose any Confidential Information to any third party, nor permit access to Confidential Information by any third party, and (iii) Sponsor will not use the Confidential Information in any other manner or for any other purposes than the manner and purpose expressly authorized in writing by ACC. In the event Sponsor becomes aware of or suspects an unauthorized disclosure of or access to Confidential Information in Sponsor’s possession or under Sponsor’s control, Sponsor shall immediately notify ACC in writing (including all relevant details regarding the incident), shall fully cooperate with ACC for the analysis, response and remediation by ACC of and to the incident, and shall bear the cost of the remedial measures, including, without limitation, the cost of notifications to authorities and/or individuals.
D. Notwithstanding the terms of subsections A through C above, each Party may disclose such confidential information as required by law, regulation or court order. If Sponsor is thus required to disclose the confidential information, Sponsor shall, to the extent permitted by law, notify ACC in writing prior to disclosing the confidential information, and shall provide ACC with the opportunity to intervene and seek protective measures.
18. No Consequential Damages
TO THE EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT (i) FOR SPONSOR’S INDEMNIFICATION OBLIGATIONS AND (ii) FOR ANY VIOLATIONS BY SPONSOR OF ITS OBLIGATIONS, REPRESENTATIONS OR WARRANTIES PERTAINING TO CONFIDENTIALITY, PRIVACY, OR INTELLECTUAL PROPERTY, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGES UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR EVEN IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE.
19. Notices
All notices and demands of any kind or nature that either Party may be required or may desire to serve upon the other Party in connection with this Agreement (i) shall be in writing and be served personally, by certified mail with proof of receipt, by email (with request of acknowledgement or receipt), or by overnight courier, to the following address (or to such other address as the Party to be notified specifies in a notice given to the other Party in the manner required under this Section), and (ii) will be effective upon receipt:
- If to ACC: to Association of Corporate Counsel, 1001 G Street NW, Suite 300W, Washington, D.C. 20001, USA, with a copy via email to legalnotices@acc.com
- If to Sponsor: to Sponsor’s address specified on Sponsor’s Order Form.
20. Counterparts and Electronic Delivery
The Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Delivery and/or execution of the Agreement by e-mail, DocuSign or other functionally equivalent electronic means of transmission constitutes valid and effective delivery and/or execution.