- The OTDC produces a range of educational and promotion material of multiple media which promotes textile diversion in Ontario and elsewhere (the “Creative Material”).
- The Counter Party wishes to receive, and OTDC is willing to provide, the Creative Material for use solely to make information about the OTDC’s textile diversion program accessible to the Counter Party’s residents with the following specifications in respect of such only use:
- a replicable set of the Creative Material shall be provided at no cost to the Counter Party by the OTDC;
- after receiving the Creative Material, the Counter Party shall disseminate and make available to both residents and personnel of the Counter Party the Creative Material in such a manner so as to ensure effective and broad dissemination of the Creative Material; and
- the Counter Party shall not change the Creative Material in any way other than to exercise an optional right to place the Counter Party’s identifying mark on the Creative Material as additional to any OTDC identifying mark.
(together, “Only Use”)
NOW THEREFORE, in consideration of the agreements, understandings and obligations set forth herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, OTDC and the Counter Party agree as follows:
- This Agreement shall commence on the Effective Date and shall automatically terminate on September 1st, 2021 (the “Term”), unless the parties affirmatively agree in writing at least thirty (30) days prior to the end of the Term to extend the Term. The Agreement shall automatically terminate at the end of each extension period unless the parties affirmatively agree in writing to extend the Term at least thirty (30) days prior to the end of the extended Term.
- The Counter Party acknowledges and agrees that all intellectual property and other moral rights arising from or otherwise associated with the Creative Material shall remain the exclusive, unobstructed property of the OTDC and that nothing in this Agreement shall limit OTDC’s rights regarding same.
- The Counter Party shall not use or allow the use of the Creative Material for purposes other than the Only Use, including for any commercial or other for-profit purpose or enterprise. Using or allowing the use of the Creative Material for unauthorized purposes, including transferring or selling the Creative Material, are all strictly prohibited and constitute a breach of this Agreement.
- The Counter Party understands, acknowledges and expressly agrees that the Creative Material is being transferred to it on an “as is,”, “with all faults” condition.
- In the event of gross negligence or a willful breach of this Agreement (together, a “Breach”), the Breaching party shall solely be responsible for and shall indemnify, defend, keep and hold harmless the non-Breaching party, its officers, directors, employees, agents, successors, assigns, subsidiaries, affiliates, and parents from and against any and all costs, expenses, damages, fines, penalties, fees, liabilities, claims, demands, suits, and losses resulting from or arising, directly or indirectly, out of or in connection with the Breach.
- This Agreement constitutes the entire agreement and understanding of the parties with respect to the transfer of the Creative Material from OTDC to the Counter Party, supersedes any and all prior agreements and understanding related to the subject matter hereof and may only be changed by an agreement in writing signed by both parties hereto.
- Each person signing this Agreement has the requisite authority to enter into this Agreement.
- For purposes of this Agreement, “the Counter Party” and the “OTDC” shall, respectively, include the parties and their employees, representatives, agents, contractors, subcontractors, assigns, successors, beneficiaries, and related entities.
- Either party may terminate this Agreement at any time, with or without cause, upon thirty (30) days’ notice to the other party.
- The parties’ obligations under Paragraphs 2, 3, 4, 6 and 12 shall survive termination of this Agreement.
- This Agreement shall be construed under and governed by the laws of the Province of Ontario and shall be subject to the exclusive jurisdiction of the Ontario Superior Court of Justice.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.