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This Sweepstakes Promotion Agreement (the “Agreement”), effective on the date of full execution below (“Effective Date”), is entered into between Meredith Corporation, d/b/a Family Circle (“Sponsor”) and Penguin Random House (“Penguin Random House”) relating to the promotion titled April Book Giveaway (the “Promotion”) (individually “Party” and collectively “Parties”).
Whereas, the Parties wish to collaborate on certain co-marketing efforts in connection with the Promotion;
Whereas, as part of this collaboration, Penguin Random House has agreed to furnish a prize with respect to the Promotion, and Sponsor has agreed to administer the Promotion, and provide certain promotional and marketing support in connection therewith;
NOW, THEREFORE, in consideration of the premises and mutual promises contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties, agree as follows:
1. Sweepstakes Description. The Promotion will be run from March 4, 2019 to March 31, 2019 (“Promotion Period”). During the Promotion Period, participants may scan a QR code advertisement in a print copy of Family Circle magazine or directly visit the @familycirclemag Instagram page at www.Instagram.com/familycirclemag where they will be required to follow the instructions provided and post a comment on the Promotion post on the page and include the specified hashtag disclosure to receive an entry in the Promotion. The Promotion will be open to residents of the forty-eight (48) contiguous United States and the District of Columbia who are twenty-one (21) years of age or older and who are over the age of majority in their jurisdiction of residence at the time of entry.
2. Prize Obligations: Penguin Random House will provide 12 copies of the Helen Ellis book “Southern Lady Code”. Sponsor shall protect a Promotion winner’s personally identifiable information shared with them by the winner from unauthorized access, use and disclosure.
3. Sweepstakes Administration: Sponsor will be responsible, itself or through its agent US Sweeps, Inc. or Ventura Associates, for administering the Promotion, including all elements thereof (e.g. the Official Rules and winner selection). Sponsor will administer and conduct the Promotion, and perform its respective obligations hereunder, in compliance will all applicable federal, state and local laws and regulations. The Official Rules, Promotion related copy/creative assets, and FTC sweepstakes disclosure hashtags, will be subject to Penguin Random House’s approval, which will not be unreasonably withheld or delayed.
4. Marketing Contribution:
Penguin Random House will provide: 12 copies of the Helen Ellis book “Southern Lady Code” with a retail value of $22 each.
5. IP Licenses. During the Term, Penguin Random House hereby grants to Sponsor a non-exclusive, royalty-free worldwide license to use Penguin Random House names, logos, trademarks, and any other materials provided by Penguin Random House in connection with the Promotion, solely as pre-approved in writing by Penguin Random House (collectively, the “Penguin Random House IP”). Nothing in this Agreement will authorize or permit any use of Penguin Random House IP except as expressly set forth herein. This Agreement does not give rise to any implied license. All rights, title and interest (including all intellectual property rights) in and to the Penguin Random House IP will remain with Penguin Random House, and any goodwill associated with the Penguin Random House IP will inure solely to the benefit of Penguin Random House.
During the Term, Sponsor hereby grants to Penguin Random House a non-exclusive, royalty-free worldwide license to use Sponsor names, logos, trademarks, and any other materials provided by Sponsor in connection with the Promotion, solely as pre-approved in writing by Sponsor (collectively, the “Sponsor IP”). Nothing in this Agreement will authorize or permit any use of Sponsor IP except as expressly set forth herein. This Agreement does not give rise to any implied license. All rights, title and interest (including all intellectual property rights) in and to the Sponsor IP will remain with Sponsor, and any goodwill associated with the Sponsor IP will inure solely to the benefit of Sponsor.
6. Term: The term of this Agreement will begin on the Effective Date and will expire on the day that is thirty (30) days following the end of the Promotion Period (“Term”).
7. Representation and Warranties: Each Party represents and warrants to the other that (i) it has the power and authority to enter into this Agreement and to perform all of its obligations and grant all rights provided hereunder and that neither the execution and delivery of this Agreement, nor the performance of its obligations hereunder, will violate any agreement to which it is a party, any federal, state, or local law or regulation to which it is subject or any right of any third party, (ii) such Party’s respective IP does not infringe upon or violate the rights of any third party, including any patent, trademark, trade secret, copyright or right of privacy or publicity right, and (iii) all material created by a Party in connection with the Promotion, including, without limitation, any promotional or advertising materials, will be in compliance with the Official Rules and all applicable laws, rules and governmental regulations and shall not infringe upon or violate the rights of any third party, including any patent, trademark, trade secret, copyright or right of privacy or publicity right.
8. Indemnification: Each Party agrees to indemnify the other Party, its parent, affiliates, licensees and their respective officers, directors, owners, employees, agents, representatives, successors and assigns from any and all third party losses, liabilities, damages, actions, claims (collectively, “Claims”), expenses and costs, including without limitation reasonable attorneys’ fees, which result, arise, or are alleged to arise from or relate to: (i) a breach or alleged breach by the indemnifying Party of any of its representations and warranties contained in this Agreement, (ii) any negligent or wrongful act or omission by the indemnifying Party, its representatives, employees and agents, and (iii) the advertising and marketing of the Promotion based on IP or any content provided by a Party or any of its affiliates, agents or representatives. These indemnity obligations shall survive the termination or expiration of this Agreement.
Penguin Random House further agrees to indemnify, defend, and hold harmless Sponsor, its parent, affiliates, licensees and their respective officers, directors, owners, employees, agents and representatives, from any and all Claims which result, arise, or are alleged to arise from or relate to any claim, suit or action arising out of or related to any of Penguin Random House’s products or services provided to consumers in connection with the Promotion, including any prize specified in Section 2.
These indemnity obligations shall survive the termination or expiration of this Agreement.
9. Confidentiality: As used in this Agreement, “Confidential Information” refers to nonpublic information of a Disclosing Party or its affiliates (including, but not limited to, information relating to contract terms, client lists, designs, data, marketing plans, financial and business affairs) which is disclosed or available to a Receiving Party in connection with the Promotion, regardless of the form or media in which such information is disclosed. The recipient of Confidential Information (the “Receiving Party”) will not disclose such Confidential Information, except to affiliates, employees, agents or professional advisors (collectively the “Authorized Personnel and Entities”) who need to know the Confidential Information and who have agreed to keep such information confidential. The Receiving Party will ensure that the Authorized Personnel and Entities shall use the received Confidential Information only to exercise rights and fulfill obligations under this Agreement. In maintaining the confidentiality of the Confidential Information, the Receiving Party shall accord such Confidential Information at least the same level of protection against unauthorized use and disclosure that such Receiving Party customarily accords to its own information of a similar nature and shall take all reasonable steps to protect such Confidential Information from unauthorized use or disclosure.
Notwithstanding the foregoing, Confidential Information shall not include any information which (i) was or becomes generally available to or known by the public other than as a result of a disclosure by the Receiving Party, (ii) becomes available to the Receiving Party on a nonconfidential basisfrom a source other than the Disclosing Party, provided that such source is not known by the Receiving Party to be prohibited from disclosing such Confidential Information, (iii) the Receiving Party develops independently of any disclosure to it by the Disclosing Party, (iv) was in the possession of or known by the Receiving Party prior to disclosure thereof by the Disclosing Party, or (v) is required to be disclosed under compulsion of legal process, provided that the Receiving Party will provide the Disclosing Party with a reasonable opportunity to seek protective legal treatment for the Confidential Information.
10. Assignment: This Agreement may not be assigned by either party without the prior written consent of the other party, which consent shall not be unreasonably withheld, except that either party may assign its rights and obligations under this Agreement to any company it owns, any parent company or any company with which it shares a common owner (each, an “Affiliate”). The parties’ rights and obligations will bind and inure to the benefit of their respective successors, heirs, executors and administrators and permitted assigns.
11. Miscellaneous: Nothing in this Agreement will be construed or deemed to constitute or create a joint venture, partnership, business entity of any kind, nor constitute one Party as agent or employee of the other Party. If any part of this Agreement is held invalid, illegal or unenforceable, the remaining provisions will be unimpaired. No amendment or modification to this Agreement will be binding upon the Parties unless made in writing and duly signed by both Parties. This Agreement constitutes the entire agreement between the Parties and supersedes any prior or inconsistent agreements, negotiations, representations and promises, written or oral with respect to the subject matter hereof. This Agreement will be governed by and construed in accordance with the laws of the state of New York (legal action to be brought exclusively in New York, New York) without regard to the conflicts of laws provisions thereof. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which taken together will constitute but one and the same instrument.