California Police Chiefs Association STRATEGIC PARTNERSHIP AGREEMENT 2018 This Strategic Partnership Agreement, dated as of shall serve as a formal contract between the California Police Chiefs Association ( Association ) with headquarters located at 1127 11th Street, Suite 226, Sacramento CA 95814 and ( Partner ) with headquarters located at. In consideration of the mutual covenants and conditions set forth herein and in Exhibits A, B, and C hereto, all of which are incorporated herein by reference, Association and Partner agree as follows: EXHIBIT A Association agrees to provide Partner with the benefits listed below in Exhibit A for the California Police Chiefs Annual Strategic Partners Program. ACCESS AND NETWORKING License to use and display the official CPCA Strategic Partner logo in your advertising and communications. Opportunity to invite CPCA Board, committee members, CPCA members, or event attendees to a partner-hosted roundtable / focus group to solicit industry feedback, one time per year, in-person and in connection with a pre-determined CPCA event or via conference call / virtual meeting. Invitations will be facilitated by CPCA and any additional programming expenses to be paid for by the partner. Opportunity to co-create content for a Webinar series based on proprietary platform or CPCA pre-approved content which must meet CPCA guidelines. Opportunity to develop an opt-in survey to disseminate to CPCA members or segment of members (Limited availability). Participation as a major sponsor at CPCA s Annual Training Symposium. Tickets/invitations to: VIP registrations to the Annual Training Symposium Four invitations to the Conference Board Dinner and reception at the Annual Training Symposium Two full conference registrations to the Women Leaders in Law Enforcement Symposium Two additional registrations to any CPCA event of the partners choosing (Based on availability) Special conference badges recognizing Strategic Partner level and commitment Introductions to volunteer leaders Opportunity to present at County Police Chief Association Meetings PROPRIETARY PLATFORM Each Strategic Partner will have sole Ownership of one year-round marketing platform. While there are no pre-determined limits to what a proprietary platform can be, (It will be customized for and collaboratively developed with each partner) many of the options will fit into the following broad categories: Recognition and Advancement: Awards, Scholarships and other programs recognizing CPCA members or other pertinent groups 1
Exclusive sponsorship of CPCA communication assets such as The Presidents Weekly Report, Capitol Update, Technology News, Job Postings or Classifieds Event sponsorships (Women Leaders in Law Enforcement, Board Meetings) Industry Leadership: Research project, whitepaper or other thought leadership project around topics of importance to CPCA audiences Webinars PROMOTIONAL RIGHTS Year-round promotional timeframe Use of CPCA Strategic Partner official designation and logo for partner s communications and promotional purposes Right to market a special affinity offer to CPCA members & event attendees Premier listing within the Corporate Circle website page Premier listing on the Strategic Partner website page Opportunity to submit one article per year to California Police Chief magazine subject to CPCA approval. DEDICATED ADVERTISING One full-page four-color advertisement in each issue of California Police Chief One premium banner advertisement on the CPCA home page (One month) 12-month premium listing within the CPCA Corporate Circle Listing 15% discount on any additional CPCA advertising platforms WEBSITE Year-round recognition and hyperlink on the CPCA web site: o Rotating logo/id banner ad in designated location on home page o Logo/ID, link and company spotlight on CPCA Partner page o Proprietary platform page(s); if and when applicable INSERTS & MAILINGS Use of CPCA member and/or Conference attendee mailing list or segments of mailing list, with prior approval, through CPCA mailing house; two times per year (Additional USPS costs may apply) One dedicated eblast per year from CPCA on behalf of the Partner promoting their services, special offers or product releases PUBLIC RELATIONS SUPPORT Copies of CPCA news releases/research upon distribution Access to CPCA quotes/content for company promotions and informational materials Photo opportunities with CPCA leadership/talent/speakers at VIP functions; when appropriate and feasible Inclusion in CPCA social media PARTNER SERVICES Designated CPCA account executive to facilitate relationship Annual meeting/call with CPCA Senior Staff to discuss partnership Annual partnership fulfillment report from CPCA detailing delivered benefits, program/partnership results Annual meeting with CPCA staff to review partnership objectives 2
ANNUAL TRAINING SYMPOSIUM All Strategic Partners receive a major level sponsorship at the Annual Training Symposium, March 11-22, 2018, at the Westin Long Beach, including the following benefits: Conference Promotion Sponsor logo on all available promotional elements for the conference (Tier II) Use of the 41 st Annual CPCA Training Symposium logo for a minimum of six months Sponsor inclusion in all available conference press releases Inclusion in CPCA social media efforts focused around the event Sponsor listing and logo on the conference website for a minimum of 6 months with live link to sponsor URL One-year membership in the CPCA Corporate Circle Program Conference Presence Presenting sponsorship of one proprietary event component including but not limited to; The Fallen Officer Tribute President s Luncheon The New Chiefs/Host Chief Night Event Installation Banquet Networking Luncheon Proprietary platform to be mutually agreed upon within thirty days of the execution of this agreement. Logo inclusion (Tier II) on dedicated sponsor signage in high-traffic/vip locations including; Registration Area Entrance to General Sessions (also includes logo rotation on screen) Receptions Entrance to Tradeshow halls One 10 x20 exhibit booth Opportunity to present a segment in our hot topics session during the educational tracks of the conference (Subject to CPCA approval) Tickets/registrations: Four full conference registrations Placement of sponsor s promotional material in the Conference tote bags distributed to all attendees Publications & Collateral Material Logo/ID inclusion in the following CPCA communication vehicles; Sponsor Thank you page in the conference mobile app California Police Chief Magazine; one issue per year Dedicated e-blasts to all members All pre-conference promotions Use of conference attendee mailing list; with prior approval EXHIBIT B CONFIDENTIALITY 3
The Parties agree to take whatever measures are reasonably necessary to preserve the confidentiality of all Confidential Information, and further agree that all Confidential Information will be used by the receiving Party solely for the purpose of performance hereunder, and will be kept confidential by the receiving Party and its officers, directors, employees, representatives, agents and advisors; provided that any of such information may be disclosed by the receiving Party to its officers, directors, employees, representatives, agents, and advisors who need to know such information for the purpose of performance hereunder. Confidential Information means any confidential or proprietary information or data disclosed by a Party (the Disclosing Party ) to the other Party (the Recipient ) under or in contemplation of this Agreement and may include, but is not limited to information relating to marketing philosophy and objectives, competitive advantages and disadvantages, the types of services provided, the Partnership Fee, financial results, the names and addresses of agents and service providers and a variety of other non-public information and material. The obligation of confidentiality shall survive termination of this Agreement. LICENSE OF INTELLECTUAL PROPERTY A. Association is the sole owner of all right, title, and interest to all Association information, including Association s logo, Strategic Partner Logo, Corporate Circle Logo, trademarks, trade names, and copyrighted information, unless otherwise provided. Association hereby grants to Partner a limited, non-exclusive license to use (subject to Partner s brand guidelines and approval) certain of Association s intellectual property, including Association s name, acronym, and Strategic Partner logo (collectively, the Association s Property ), solely in connection with promotion of Partner s Strategic Partnership status and sponsorship of the Conference. Partner agrees that it shall not use Association s Property in a manner that states or implies that Association endorses Partner (or Partner s products or services). It is understood that Association retains the right to review and approve in advance all uses of such intellectual property, which approval shall not be unreasonably withheld. B. Partner is the sole owner of all right, title, and interest to all Partner information, including Partner logos, trademarks, trade names, and copyrighted information, unless otherwise provided. Partner hereby grants to Association a limited, non-exclusive license to use certain of Partner s intellectual property, including names, trademarks, and copyrights (collectively, Partner Property ), solely to identify Partner as an Annual Strategic Partner and / or conference sponsor. Partner represents and warrants that it has not previously disposed of any of the rights herein granted to Partner or previously granted any rights adverse thereto or inconsistent therewith; that there are no rights outstanding which would diminish, encumber or impair the full enjoyment or exercise of the rights herein granted to Association; and that the Partner Property does not and will not violate or infringe upon any patent, copyright, literary, privacy, publicity, trademark, service mark, or any other personal or property right of any third party. C. Upon termination or expiration of this Agreement, all rights and privileges for use of the other party s Property shall expire, and each party shall discontinue the use of such other party s Property. NON-ENDORSEMENT This Agreement shall not be deemed nor construed as an endorsement by Partner of Association or its actions, undertakings, or endeavors and similar, said agreement shall not be deemed nor 4
construed to serve as an endorsement by Association of Partner or its products or services. This agreement is not intended to create any joint operating relationship or partnership by and between the parties other than Partner s participation as a Strategic Partner or sponsor of the Conference. INDEMNIFICATION Partner indemnifies and holds harmless Association for any actions, causes of action, or claim that may be alleged or asserted by any party arising out of use or utilization of Partner s products and/or services and any negligence of employees, officers and agents of Partner. Such indemnification and hold harmless shall extend to all claims, actions, and causes of actions, including but not limited to judgments, interest, attorney s fees, and costs incurred therein. SEVERABILITY If any provision of this agreement is held to be invalid, void, and/or illegal, all remaining terms, provisions and conditions are in full force and effect. ADDITIONS OR CHANGES If the need arises to change aspects of this agreement in regard to services provided by Association this may be done with both sides agreeing to said changes. All changes must be agreed to in writing by Association and Partner. ASSIGNMENT This Agreement, or the rights granted under it, may not be assigned, transferred or sublicensed by either party without the express prior written consent of the other party. FORCE MAJEURE Neither party shall be liable for failure to perform its obligations under this Agreement due to events beyond its reasonable control, including, but not limited to, strikes, riots, wars, fire, acts of God, and acts in compliance with any applicable law, regulation or order (whether valid or invalid) of any governmental body. GOVERNING JURISDICTION This Agreement shall be subject to and governed by the State of California in the event of any dispute or claim between the parties. DISPUTE RESOLUTION Each party commits that in the event a dispute should arise under this Agreement or relating in any manner hereto, the parties agree to attempt to mediate their dispute prior to the commencement of formal litigation (i.e., the filing of a lawsuit or other legal proceeding), using a third-party mediator. The costs of such mediation shall be equally divided between the parties. Such mediation shall be conducted by each party designating a duly authorized officer or other representative to represent the party, with authority to bind the party, and that the parties agree to exchange informally such information as is reasonably necessary and relevant to the issues being mediated. If such mediation 5
is unsuccessful, then either party shall have the right to initiate litigation in accordance with Section 10 above. All mediation proceedings shall be confidential, and no information exchanged in such mediation shall be discoverable or admissible in any litigation involving the parties. In the event a party seeks equitable relief (such as injunctive relief or specific performance), or in the event of an approaching deadline prescribed by an applicable statute of limitation, then there shall be no requirement that such party utilize the mediation process referred to herein. EXHIBIT C OBLIGATIONS AND RIGHTS OF PARTNER Partner agrees to give Association a royalty-free, non-exclusive license to use and display the service/trademark of Partner, only for the purposes described herein (subject to Partner s brand guidelines and approval); provided, however, no such use or advertising will be performed unless in compliance with Partner s brand identification. TERM Association agrees to name as a Strategic Partner of the California Police Chiefs Association for a period of twelve (12) months beginning on and concluding on and as a Major Level Sponsor of the Annual CPCA Training Symposium taking place from March 18-22, 2018, in Long Beach. As full consideration for the Strategic Partner elements reserved and provided to Partner, Partner agrees that the fair market value of said sponsorship is: 2018 Strategic Partnership fee: $35,000.00 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth above. Association: California Police Chiefs Association Partner: By: Name: Leslie McGill Title: Executive Director Date: By: Name: Title: Date: 6