This Agreement is made and begins on the first date of transaction for commercial services conducted between Local News LLC, an Illinois limited liability corporation and the operator of the McKinley Park News, an online publication that covers the McKinley Park neighborhood of Chicago, Illinois, through its website at https://mckinleypark.news, having a principal contact address of P.O. Box 9136, Chicago, Illinois 60609, hereafter referred to as “Publisher”; and you, a qualified agent acting on behalf of and under direction of enterprises to participate in the sponsor program and/or other services of the McKinley Park News, having your principal agent contact information as provided through the sponsorship and agency transaction process, and acting as the official representative of the party engaging in this Agreement, hereafter referred to as “Agency.”
Agreements
In consideration of the mutual covenants set forth in this Agreement, Agency and Publisher hereby agree as follows:
1. Representation of Sponsors to Participate in the Sponsorship program of the McKinley Park News
Agency affirms that it has been engaged by one or more third-party enterprises, hereafter referred to as Sponsor or Sponsors, to represent and manage their presence, payment and operations within the sponsorship program of the McKinley Park News and any advertising and marketing or other services offered by Publisher.
2. Participation in the Sponsorship Program of the McKinley Park News.
Publisher agrees to accept qualified Sponsors brought by Agency to the sponsorship program of the McKinley Park News, and to provide access to all of the sponsorship program's benefits, including provision of special features, privileges and presence on the website and in other media. Publisher may refuse provision of sponsorship and services to any prospective Agency-represented Sponsor for any reason as determined by Publisher.
Sponsorships will be implemented according to the tiers, terms, costs and benefits of the sponsorship program as defined by the McKinley Park News and Local News LLC, and as specified in related Sales Orders, Work Orders and/or Invoices, which become attached to and part of this Agreement upon Agency’s acceptance of a Sales Order, Work Order or Invoice as demonstrated through Agency’s provision of payment for one or more items within a Sales Order, Work Order or Invoice.
3. Agreement Term.
This Agreement between Agency and Publisher begins on the first date of transaction for commercial services conducted between Agency and Publisher, and remains in effect in perpetuity until either Agency or Publisher terminates this Agreement. However, this Agreement will remain in effect and may not be terminated until conclusion of all services provided for Agency-represented Sponsors.
The term of services provided to Sponsors will be specified in related Sales Orders, Work Orders and Invoices, and follow the tiers, terms, costs and benefits of the sponsorship program as defined by the McKinley Park News and Local News LLC.
4. Participation in Advertising Campaigns on the McKinley Park News.
At its option, and with the coordination and approval of Publisher, Agency can contract for advertising campaigns on behalf of Sponsors in the McKinley Park News and related media. These campaigns will be conducted according to the methods and standards set by Publisher, and they will incur additional cost as specified in related Sales Orders, Work Orders and Invoices. Agency agrees to maintain a Sponsor's active sponsorship during its advertising campaigns and affirms that Sponsor will honor all incentives it offers through its advertising campaigns.
5. Additional Services.
Upon Publisher’s willingness and availability, Agency may contract Publisher for additional services related to Sponsor’s activity on the McKinley Park News website and other media.
6. Provision and Delivery of Access, Solutions and Services.
Publisher agrees to provide sponsorship account access and privileges, advertising campaign solutions, and any other services according to the terms contained in related Sales Orders, Work Orders and Invoices.
Publisher will use reasonable diligence in the development and delivery of access, solutions and services listed in Sales Orders, Work Orders and Invoices, and endeavor to deliver them to Agency and its represented Sponsors no later than target dates to be mutually agreed upon by Publisher and Agency.
7. Ownership Rights.
Agency and its represented Sponsors shall retain all of their intellectual property rights in any text, images or other components it owns and transmits to Publisher for use in fulfilling services listed in Sales Orders, Work Orders and Invoices. Agency and its represented Sponsors agree to give Publisher a non-exclusive right to display, store and transmit any content developed for or presented as part of the Sponsor’s content, advertising or presence on the McKinley Park News website and its communications and marketing channels.
Publisher agrees that Agency and represented Sponsors will retain intellectual property rights in the final output format of any text, images or other media published as part of a contracted service from within a Sales Order, Work Order or Invoice. Publisher shall hold an exclusive right, title and interest to all website, platform, process, content and work elements not otherwise listed in a Sales Order, Work Order or Invoice, including the code, interfaces, non-Sponsor content and media, and all other elements of the McKinley Park News website.
8. Compensation.
For all of Publisher’s solutions, services and provision of access under this Agreement, Agency shall compensate Publisher pursuant to the terms of Sales Orders, Work Orders and Invoices attached hereto. In the event Agency fails to make any of the payments referenced in a Sales Order, Work Order or Invoice by the deadline set forth in that Sales Order, Work Order or Invoice, Publisher has the right, but is not obligated, to pursue any or all of the following remedies: (1) terminate this Agreement, (2) remove content and access from systems and servers owned by Publisher, including the McKinley Park News website; and (3) bring legal action.
9. Confidentiality.
Agency, its represented Sponsors and Publisher acknowledge and agree that the Specifications and all other documents and information related to the development of solutions, services and access (the “Confidential Information”) will constitute valuable trade secrets of Publisher. Agency and its represented Sponsors shall keep the Confidential Information in confidence and shall not, at any time during or after the term of this Agreement, without Publisher’s prior written consent, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information.
In the event Agency and/or its represented Sponsors discloses information to Publisher that Agency and/or Sponsor considers to be confidential in nature and so notifies Publisher, Publisher agrees to hold such information in confidence and to treat such information with at least the same degree of care and safeguards that Publisher takes with its own Confidential Information.
Confidential Information shall not be deemed to include information that (a) is in or becomes in the public domain without violation of this Agreement by Agency, its represented Sponsors or Publisher, (b) is already in possession of the Agency, its represented Sponsors or Publisher, as evidenced by written documents, prior to disclosure thereof by either Agency, its represented Sponsors or Publisher, or (c) is rightfully received from a third party having no obligation to either party and without violation of this Agreement by Agency, its represented Sponsors or Publisher.
10. Limited Warranty and Limitation on Damages.
Publisher warrants that the solution, services and access will conform to the specifications and descriptions as outlined in the Sales Orders, Work Orders and Invoices that include them. If the solution, services or access do not conform to the Sales Order, Work Order or Invoice, Publisher shall be responsible to correct the solution, services or access without unreasonable delay, at Publisher’s sole expense and without charge to Agency, to bring the solution or services into conformance with the specifications of the related Sales Order, Work Order or Invoice. This warranty shall be the exclusive warranty available to Agency and its represented Sponsors. Agency and its represented Sponsors waive any other warranty, expressed or implied. Agency and its represented Sponsors acknowledge that Publisher does not warrant that the solution or services will work on all platforms or systems. Agency and its represented Sponsors acknowledge that Publisher is not responsible for the results obtained by Agency and its represented Sponsors through a solution, services or access. Agency and its represented Sponsors waive any claim for damages, direct or indirect, and agree that their sole and exclusive remedy for damages (either in contract or tort) is the return of the consideration paid to Publisher as set forth in Sales Orders, Work Orders and Invoices attached hereto.
11. Inclusion of the McKinley Park News Terms of Service and Sponsorship Agreement.
Agency and its represented Sponsors agree to abide by the McKinley Park News Terms of Service as posted on the McKinley Park News website and the Local News LLC Sponsorship Agreement. In any circumstances where elements of the McKinley Park News Terms of Service conflict with elements of this Agreement, the terms within this Agreement shall prevail.
12. Termination.
Either Publisher or Agency may terminate this Agreement and attached Sales Orders, Work Orders and Invoices by providing written notice to the other party at least 30 days in advance of the date of termination of this Agreement, Sales Order, Work Order or Invoice.
In the event of termination of this Agreement and/or Sales Orders and/or Work Orders and/or Invoices, all outstanding balances will be presented and due within seven (7) days of termination. Agency agrees that no refund or other payment will be provided by Publisher if this Agreement is terminated before the term of a sponsorship is finished, or if a represented Sponsor’s advertising campaign is still active when this Agreement is terminated. Solutions, services and access may be suspended or terminated on seven (7) days’ notice if Agency fails to pay any amount when due.
In the event that Publisher at any time believes that the service is being utilized for unlawful purposes by Agency or its represented Sponsors or in contravention with the terms and provisions herewith, Publisher may immediately discontinue such solutions, services or access without liability.
12.1 Abandonment.
In the event that more than two weeks expire or three contact attempts from Publisher requesting project elements, comments, or approval as related to services listed in a Sales Order, Work Order or Invoice, and Agency has not responded, the Sales Order, Work Order or Invoice will be deemed as abandoned and all work will be stopped. All expenses incurred by Publisher and payments due above the current payments at that date will be invoiced and due within seven (7) days of notification that the Sales Order, Work Order or Invoice is considered abandoned. Agency may request additional time; Publisher shall determine at its own discretion if it wishes to grant additional time to Agency.
13. Agency’s Responsibilities.
Agency agrees to provide all resources and engagement as required and as set forth in this Agreement, Sales Orders, Work Orders and Invoices, and to provide all assistance and cooperation to Publisher in order to complete services listed in Sales Orders, Work Orders and Invoices in a timely and effective manner. Publisher shall not be deemed in breach of this Agreement or any Sales Order, Work Order or Invoice in the event Publisher’s failure to meet its responsibilities and time schedules is caused by Agency’s or its represented Sponsors' failure to meet (or cause a delay in) its responsibilities and time schedules as set forth in a Sales Order, Work Order or Invoice. In the event of any such failure or delay by Agency or its represented Sponsors (i) all of Publisher’s schedules, timeframes and/or deadlines shall be extended as necessary; and (ii) Agency shall continue to make timely payments to Publisher as set forth in Sales Orders, Work Orders and Invoices as if all schedules, timeframes and deadlines had been met by Publisher.
14. No Direct Business with Represented Sponsors
Publisher agrees to not pursue any direct relationship, or engage in provision of any services, commercial benefits or other business, with any Sponsors that Agency has brought into this Agreement for the purpose of receiving sponsorship or other services from Publisher. This prohibition on Publisher conducting direct business with Agency-represented Sponsors shall persist during the term of this Agreement between Agency and Publisher, unless otherwise mutually agreed upon in writing by Agency and Publisher.
15. General Provisions.
15.1 Entire Agreement.
Except as otherwise noted here, this Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof.
15.2 Acceptance of Agreement by Payment and Engagement.
Agency agrees that engagement between Publisher and Sponsor for commercial services and/or Agency’s provision of payment constitutes Agency’s acceptance of this Agreement, and that Agency is bound to the terms of this Agreement upon such engagement and/or first provision of payment.
15.3 Modification of Agreement.
From time to time it may be necessary for Publisher to change the terms of this Agreement or impose new conditions, in which case Publisher will notify Agency of the change to this Agreement and provide Agency with an updated version of this Agreement. By continuing to engage with Agency and participate in the sponsorship program, Agency accepts the updated version of this Agreement, as modified.
15.4 Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois. Exclusive jurisdiction and venue shall be in Cook County, Illinois Superior Court.
15.5 Binding Effect.
This Agreement shall be binding upon and inure to the benefit of Agency and Publisher and their respective successors and assigns, provided that Publisher may not assign any of its obligations under this Agreement without Agency’s prior written consent.
15.6 Waiver.
The waiver by either party of any breach of failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect, limit, or waive such party’s right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.
15.7 Good Faith.
Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.
15.8 No Right to Assign.
Agency has no right to assign, sell, modify or otherwise alter the solution or services, except for representative Sponsor services as agreed upon in this Agreement or upon the expressed written advance approval of Publisher, whose consent can be withheld for any reason.
15.9 Right to Remove Solutions and Services.
In the event Agency fails to make any of the payments set forth in a Sales Order, Work Order or Invoice within the time prescribed in that Sales Order, Work Order or Invoice, Publisher has the right to remove the solution, access or services from systems or servers, or limit Agency's and its represented Sponsors' ability to access solutions and services, until payment in full is paid. In the event that Agency has not paid for a completed Sales Order, Work Order or Invoice in full after 90 days of delivery, full ownership and copyrights of all work elements for Publisher’s solutions and services, including code, files, images, databases, schema, accessibility and content, will automatically be transferred to Publisher.
15.10 Indemnification.
Agency and its represented Sponsors warrant that everything they give to Publisher as an element of solution or services provision is legally owned by or licensed to Agency and/or its represented Sponsors. Agency agrees to indemnify and hold Publisher harmless from any and all claims brought by any third party relating to any aspect of the solution or services, including, but without limitation, any and all demands, liabilities, losses, costs and claims including attorney’s fees arising out of injury caused by Agency’s or represented Sponsors' products and/or services, material supplied by Agency or its represented Sponsors, copyright infringement, and defective products or services sold via a Publisher-created solution or service. Further, Agency and its represented Sponsors agree to indemnify Publisher from responsibility for problems or disruptions caused by third-party services that Agency or its represented Sponsors may employ as part of a solution, service or access.
15.11 No Responsibility for Theft.
Publisher has no responsibility for any third party taking all or any part of the solution or services.
15.12 Attorney’s Fees.
In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement, the prevailing party shall be entitled to recover its actual attorney’s fees and costs, including expert witness fees.
15.13 No Responsibility for Loss.
Publisher is not responsible for any down time, lost files or data, incorrect solution or service elements, or any other loss that may occur in the operation of solutions, services or access.
15.14 Severability.
The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.
Each party to this Agreement represents and warrants that, on the date of initiation of this Agreement, they are authorized to enter into this Agreement in entirety and duly bind their respective principals by their participation in this mutually transacted exchange of services for remuneration.