1.1 New Frontier and Sponsor shall provide the respective services (the “Services”) agreed upon and accepted by Sponsor and New Frontier and set out in Exhibit A – Statement of Work (the “Statement of Work”) and Exhibit E – Other Obligations.
1.2 It is agreed that all matters relating to the administration, content and methodology of the Services shall remain under the exclusive authority and control of New Frontier. Sponsor agrees that New Frontier retains final authority over the content and production of the Services including but not limited to the methodology, analysis, scope, questions, strategies and all other substantive aspects of the Services.
1.3 Sponsor shall provide to New Frontier the Sponsor Obligations set out in Exhibit B – Sponsors Obligations. Sponsor shall use commercially reasonable efforts to deliver all Obligations in a timely manner not to delay New Frontier’s production schedule.
1.4. Unless expressly provided for in the Agreement, Sponsorships are not exclusive and New Frontier may include other sponsors at its discretion.
2. Fees and Expenses.
2.1 In consideration of the provision of the Services by New Frontier and the rights granted to Sponsor under this Agreement, Sponsor shall pay any fees or relevant expenses set out in the Payment Terms of Exhibit C.
2.2 Payment. If payments to New Frontier are described in the exhibits, Sponsor shall make all payments in US dollars by ACH or wire transfer in accordance with the following information:
Account Name: Frontier Financial Group, Inc.
Account number: 577059626
Wire Routing number: 021000021
ACH Routing number: 044000037
Bank Swift Code: CHASUS33XXX
2.3 Invoice Disputes. Sponsor shall notify New Frontier in writing of any invoice dispute along with a reasonably detailed description of the dispute within 10 business days from the Sponsor’s receipt of such invoice. Sponsor will be deemed to have accepted all invoices for which New Frontier does not receive timely notification of disputes and shall pay all undisputed amounts due under such invoices within the period set forth in Exhibit C.
2.4 Late Payments. Sponsor shall pay the lesser of interest of 1.5% per month or the maximum rate of interest chargeable under applicable law on all late payments.
2.5 Sponsor shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by Sponsor hereunder.
2.6 If applicable, Sponsor shall reimburse New Frontier for all reasonable expenses incurred in accordance with the Statement of Work and for all reasonable costs incurred in collecting any late payments, including, without limitation, attorneys’ fees, within 15 days of receipt by the Sponsor of an invoice from New Frontier.
3. Advertisement Requirements.
3.1 Delivery and Marketing. Sponsor shall deliver all advertisements to New Frontier in a timely manner so as not to interfere unreasonably with New Frontier’s production schedule and in final format. New Frontier is not responsible for making any corrections to advertisements. New Frontier reserves the right to, or require Sponsor to, mark any advertisement as advertising to avoid confusion with editorial content.
3.2 Clearances. Sponsor shall be responsible for obtaining all rights, licenses, permissions, releases, approvals, clearances, and credit or attribution information, and for payment of all royalties, license, or reuse or other fees required for Sponsor to create any advertisements and grant New Frontier the right to reproduce, print, and distribute it in the publication. Sponsor shall be responsible for complying with all advertising laws, regulations and restrictions applicable to the advertisement.
4. Compliance with Privacy Laws.
Where applicable, each Party shall, at its own expense, ensure that it complies, and assists the other Party to comply, with the requirements of all legislation and regulatory requirements in force from time to time relating to the use of personal data and the privacy of electronic communications, including but not limited to CCPA, DPA 2018 and UK GDPR, General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended, and any other applicable privacy laws of the jurisdiction in which the data is shared, stored, collected, transmitted or processed. Parties shall use all reasonable legal, organizational, physical, administrative, and technical measures, and security procedures to safeguard and ensure the security of any licensed data and to protect the licensed data from unauthorized access, disclosure, duplication, use, modification, or loss.
5. License to Use Logos.
5.1 Unless otherwise stated in this Agreement, each Party hereby grants to the other a non-exclusive, non-transferable, non-sublicensable right and license to use the logos and other marketing collateral provided by each Party during the Term for the purpose of fulfilling their respective obligations under this Agreement.
5.1 License to use Logo on Partners pages. Subject to revocation at any time at the discretion of Sponsor, Sponsor grants to New Frontier the right to use Sponsor’s name and logo on the “Partners” pages of New Frontier’s website, and electronic and printed marketing materials. The period of the license under this Section 1.5 shall continue until revoked by Sponsor in writing (including electronic communications).
6. Limited Warranty.
6.1 New Frontier warrants that it shall perform the Services: in accordance with the terms and subject to the conditions set out in the respective Statement of Work and this Agreement, using personnel of reasonable industry standard skill, experience, and qualifications in a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services.
6.2 All information in the Deliverables (defined below) are based upon data obtained from sources that are believed by New Frontier to be reliable at the time of the data acquisition and publication. New Frontier does not represent or warrant the accuracy of any information provided by third parties.
6.3 NEW FRONTIER MAKES NO WARRANTIES EXCEPT FOR THAT PROVIDED IN SECTIONS 6.1 and 6.2 ABOVE. ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED.
7. Intellectual Property.
7.1 All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product and other materials that are delivered to Sponsor under this Agreement or prepared by or on behalf of New Frontier in the course of performing the Services, including any items identified as such in the Statement of Work (collectively, the “Deliverables”) except for any Confidential Information of Sponsor or Sponsor materials shall be owned by New Frontier. New Frontier hereby grants Sponsor a license to use for internal use and analysis the Intellectual Property Rights in the Deliverables free of additional charge and on a non-exclusive, non-transferable, non-sublicensable, fully paid-up, royalty-free and perpetual basis to the extent necessary to enable Sponsor to make reasonable use of the Deliverables and the Services.
7.2 Attributions in Publication. Sponsor may create derivative works based on the findings and conclusions of the reports, for internal use and analysis, with written attribution to “New Frontier Data”. Sponsor may publish findings and conclusions of the report or materials with written attribution to “New Frontier Data”, with written prior permission from New Frontier.
8. Confidential and Private Information.
From time to time during the Term, Parties may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). Without limiting the foregoing, for purposes of this Agreement, the licensed data shall be deemed Confidential Information. Confidential Information does not include information that, at the time of disclosure is: (i) in the public domain; (ii) known to either Party at the time of disclosure; (iii) rightfully obtained by the either Party on a non-confidential basis from a third party; or (iv) independently developed by either Party. Each Party shall not disclose the Confidential Information to any person or entity, except to their employees who have a need to know the Confidential Information to exercise its rights or perform its obligations hereunder, or pursuant to the respective permitted use. Notwithstanding the foregoing, either Party may disclose Confidential Information to the limited extent required (x) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that in making the disclosure pursuant to the order, the Party shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (y) to establish each Party’s rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, each Party shall promptly return to the other Party all copies, whether in written, electronic, or other form or media, of the Confidential Information, or destroy all such copies and certify in writing to the other Party that such Confidential Information has been destroyed. Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and shall expire two years from the date first disclosed to other Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure shall survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to protection under applicable law.
9. Term, Termination, and Survival.
9.1 Term. This Agreement shall commence as of the Effective Date and shall continue thereafter until the completion of the Services under all Statements of Work unless sooner terminated.
9.2 Either Party may terminate this Agreement, effective upon written notice to the other Party (the “Defaulting Party”) if the Defaulting Party materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach.
9.3 Termination for Non-Payment. Notwithstanding anything to the contrary in Section 9.2, New Frontier may terminate this Agreement before the expiration date of the Term on written notice if Sponsor fails to pay any amount when due hereunder: (a) and such failure continues for 10 days after Sponsor’s receipt of written notice of nonpayment. If New Frontier terminates due to nonpayment, then amounts received to date will not be refunded and all future amounts become immediately due and payable by Sponsor.
9.4 Survival. The rights and obligations of the Parties set forth in the following section(s) Fees and Expenses; License to use Logo on Partners pages; Compliance with Privacy Laws, Limited Warranty; Intellectual Property; Confidential and Private Information; Term, Termination, and Survival; Limitation of Liability; Notices and any right or obligation of the Parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.
10. Limitation of Liability.
10.1 In no event shall New Frontier be liable to Sponsor or to any third party for any loss of use, revenue, or profit, or for any consequential, incidental, indirect, exemplary, special, or punitive damages whether arising out of breach of contract, tort (including negligence), or otherwise, regardless of whether such damage was foreseeable and whether or not New Frontier has been advised of the possibility of such damages, and notwithstanding the failure of any agreed or other remedy of its essential purpose.
10.2 In no event shall New Frontier’s aggregate liability arising out of or related to this Agreement, whether arising out of or related to breach of contract, tort (including negligence), or otherwise, exceed 1 times the aggregate amounts paid or payable to New Frontier pursuant to this Agreement and any applicable Statements of Work in the 3 months period preceding the event giving rise to the claim.
11. Entire Agreement.
This Agreement, including and together with any related Statements of Work, exhibits, schedules, attachments and appendices, constitutes the sole and entire Agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. The Parties acknowledge and agree that if there is any conflict between the terms and conditions of this Agreement and the terms and conditions of any Statement of Work, the terms and conditions of the Statement of Work shall supersede and control.
All notices, requests, consents, claims, demands, waivers and other communications under this Agreement (each, a “Notice”, and with the correlative meaning “Notify”) must be in writing and addressed to the other Party at its address set forth below (or to such other address that the receiving Party may designate from time to time in accordance with this Section). Unless otherwise agreed herein, all Notices must be delivered by email, personal delivery, nationally recognized overnight courier or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) on receipt by the receiving Party; and (b) if the Party giving the Notice has complied with the requirements of this Section.
Notice to Sponsor: Notice to Frontier Financial Group, Inc.:
1400 I Street NW, Suite 350
With copy to: Legal@NewFrontierData.com
If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
No amendment to or modification of this Agreement is effective unless it is in writing and mutually agreed to by both Parties.
No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
16. Force Majeure.
New Frontier shall not be liable or responsible to the Sponsor, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of New Frontier including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, declaration and continuation of martial law, revolution, insurrection, epidemic, pandemics, lock-outs, strikes or other labor disputes (whether or not relating to either New Frontier’s workforce), restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage, provided that, if the event in question continues for a continuous period in excess of 30 days, or other circumstances making it inadvisable or commercially impracticable to perform under this Agreement.
Neither Party shall assign, transfer, delegate or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other Party. No assignment or delegation shall relieve a Party of any of its obligations under this Agreement. Either Party may assign any of its rights or delegate any of its obligations to any affiliate or to any person acquiring all or substantially all of its assets without the other Party’s consent.
18. Relationship of the Parties.
The relationship between the Parties is that of independent contractors. The details of the method and manner for performance of the Services by New Frontier shall be under its own control, Sponsor being interested only in the results thereof. New Frontier shall be solely responsible for supervising, controlling and directing the details and manner of the completion of the Services. Nothing in this Agreement shall give the Sponsor the right to instruct, supervise, control, or direct the details and manner of the completion of the Services. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.
19. No Third-Party Beneficiaries.
This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
20. Choice of Law.
This Agreement and all related documents including all exhibits attached hereto, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the District of Columbia, of the United States of America including, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction.
21. Choice of Forum.
Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement, including all exhibits, schedules, attachments and appendices attached to this Agreement, and all contemplated transactions in any forum other than the courts located in District of Columbia.
22. Use in Case Study.
From time to time, New Frontier may create a case study based on the performance of its Services and/or Deliverables to the Sponsor. Sponsor permits New Frontier to develop an anonymous case study based on any internal metrics it has created in connection with the Sponsorship and the performances of its Deliverables and Services.