Parade Band Agreement

THIS AGREEMENT is made between the Zalent Creatives (hereinafter referred to as “Zalent Creatives”) a not-for-profit organization incorporated in the province of Ontario, Canada, and Band) and Band Leader (herein after referred to as “BAND)”) an organization duly incorporated in the Province of Ontario, Canada, for the duration of the 2024 WIDA Festival.

PREAMBLE

WHERE AS ‘ZALENT CREATIVES’ is the managing organization and possesses the sole right, responsibility and accountability of management, governance and financial oversight for staging the annual Windsor Cultural Festival known as “WIDA FESTIVAL” and has the exclusive rights to grant licensing and participation privileges for WIDA Festival.

WHERE AS BAND) is an organization that sells costumes and services to consumers entitling them to participate in the event of the WIDA Festival as listed in Appendix B.

WHERE AS Zalent Creatives produces and stages several events for the WIDA Festival, one of which (Windsor Parade) Band) will be allowed to enter its participants with its products and services.

WHERE AS ‘WIDA FESTIVAL’ refers to the event staged and managed by Zalent Creatives.  For the purposes of this contract, the event is as follows:

WHERE AS BAND) has the responsibility of the management of its organization and is authorized to represent itself for all items relating to the WIDA Festival or similar events within the province.

WHERE AS Zalent Creatives will produce, and stage several events for the WIDA Festival, one of which BAND) will pay to participate in those listed in Appendix B.

Where As Zalent Creatives has relied on the accuracy of the information provided, representations made and undertakings in the ‘Eligibility Criteria’, Appendix A as signed by the band leader and dated on behalf of Band) as being true and correct. 

1.1 TERMS AND CONDITIONS

It is hereby agreed that Zalent Creatives will:

1. Secure funding from self-generated efforts, various levels of governments and the private sector to execute its financial responsibilities of managing the festival.
2. Work closely together with BAND) to ensure the optimum execution of the events in which they participate.
3. Provide and secure all venues, logistics, and security for all events.

1.1.1 In consideration of the above, BAND) agrees to the following:

1. Band) should have a mandatory insurance that extends to cover your Band operations during the festival for its operation in 2024 events.
2. Comply with the participating rules of the festival.
3. BAND) should use its best efforts to ensure they produce the quality of artistic display and performances to allow the festival to continue as one of the best summer festivals in Windsor. 

SPECIFIC PROVISIONS:

• EXCLUSIVITY

1.  Zalent Creatives has signed various exclusive contracts in the following industry sectors 1) Media. namely TV Broadcast (TV Stations) 2) Transportation – and 3) Other Sponsors.   Exclusivity pertains to all ZALENT CREATIVES managed events.  Band) agrees not to violate any of these agreements. Exclusivity includes sole right to advertise or display logos during ZALENT CREATIVES managed events.

• INTELLECTUAL PROPERTY LICENSE AND SPONSORSHIP

1. ZALENT CREATIVES manages the use of its intellectual property and its representations on all media and the display and representation of any sponsor’s intellectual property at its events which are listed in Appendix B.
2. ZALENT CREATIVES is the sole party that grants licenses to its Participants for the use of its intellectual property which includes the name, brand and logo of the WIDA Festival according to the specific terms defined in Appendix C.
3. Bands may not transfer or permit the use of Zalent Creatives’ or the WIDA Festival’s name, logos and brands to any third party. The use by any third party requires that party to have a direct relationship and agreement with Zalent Creatives to govern the license and use of Zalent Creatives’ trademarks as defined in Appendix C.

• BROADCAST AND PHOTO OPPORTUNITIES

1. The ZALENT CREATIVES holds the right to broadcast all events and may use footage, images and photos for various promotional purposes in the future. Any attempt to use footage for commercial gain will be done in consultation with BAND) for a mutually agreeable financial arrangement.
2. BAND) must inform participants that they are part of a public event and as a result, their pictures may be taken for various promotional purposes in the future.
3. Band) shall inform participants that sexual harassment is not permitted and that they do not condone any form of harassment to any member of their bands.

• GENERAL PROVISIONS:

1. This Agreement shall in no way constitute a partnership or joint venture between Zalent Creatives and the BAND.
2. Anything in the Agreement to the contrary notwithstanding, BAND) shall indemnify and hold Zalent Creatives fully harmless against any loss, damages, claims, insurance coverage costs, or expenses of any kind whatsoever (including costs and reasonable legal fees), sustained or incurred by a third party at an event other than listed in Appendix B as determined by a final arbiter.
3. Each party to this Agreement shall pay any legally imposed sales, use or similar excise taxes that are required to be collected by each party. Each party shall not be liable for any debts, interest, penalties, fines or related charges incurred by the other party.
4. It is understood and agreed that each provision of this Agreement is distinct and severable and if, in any jurisdiction, any provision of this Agreement or its application to either party is restricted, prohibited or unenforceable, such provision shall, as to such jurisdiction, be ineffective only to the extent of such restriction, prohibition or unenforceability without invalidating the remaining provisions hereof and without affecting the validity or enforceability of such provision in any other jurisdiction or its application to other parties or circumstances.
5. ZALENT CREATIVES and BAND) expressly declare that they each have been given sufficient time to consider their respective undertakings and to seek such independent legal or other advice as they deem appropriate with respect to this Agreement.  ZALENT CREATIVES and BAND) acknowledge that no representation of fact or opinion, threat or inducement has been made or given by the other to induce the signing of this Agreement.
6. During the validity period of this Agreement and thereafter, BAND) shall not without the written consent of Zalent Creatives disclose in any manner to any person, or organization excluding their own legal counsel, directly or indirectly or make use of any proprietary and confidential information that came to its knowledge by this Agreement except in circumstances where the law requires a mandatory sharing.
7. Confidential information shall include all information concerning the business and/or program of ZALENT CREATIVES relating to any of their programs not in the public domain.
8. This Agreement sets forth the entire Agreement between the parties hereto in connection with the subject matter hereof. No alteration, amendment or qualification of this Agreement shall be valid unless it is in writing and is executed by both parties hereto.
9. This Agreement may not be assigned, in whole or in part, by any party without prior written consent of the other party.
10. ZALENT CREATIVES may terminate this Agreement at any time if BAND) breaches any term or condition of this Agreement and fail to cure the default after three (3) business days’ notice is provided in person to an executive member of BAND).
11. Neither party shall be responsible for any damages to the other for a failure to comply with its obligations due to any labor dispute, strike, war, riot, insurrection, earthquake, terrorism, flood, accident, fire, storm or any other act of nature or any cause beyond the reasonable control of that party.
12. Both parties agree to perform its duties and exercise its judgment in a manner which aids, supports and respects the rights of the other party. In so doing, each party will identify a single point of contact for all matters relating to the execution of this Agreement. The names on each side to be provided no later than one week after the Agreement takes legal effect.
13. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and all parties have sought and obtained independent legal advice.
14. Deemed Delivery of Notice.  Any such communication so given or made shall be deemed to have been given or made and to have been received on the day of delivery if delivered, or on the day of faxing or sending by other means of recorded electronic communication, provided that such day in either event is a business day and the communication is so delivered, faxed or sent before 4:30 p.m. on such day.  Otherwise, such communication shall be deemed to have been given and made and to have been received on the next following business day.  Any such communication sent by mail shall be deemed to have been given and made and to have been received on the fifth business day following the mailing thereof; provided however that no such communication shall be mailed during any actual or apprehended disruption of postal services.  Any such communication given or made in any other manner shall be deemed to have been given or made and to have been received only upon actual receipt.
15. Time of Essence. Time shall be of the essence of this Agreement in all respects.
16. Further Assurances. Each party shall from time to time promptly execute and deliver or cause to be executed and delivered all such further documents and instruments and shall do or cause to be done all such further acts and things in connection with this Agreement that the other Party may reasonably require as being necessary or desirable in order to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement or any provision hereof.
17. Waiver. A waiver of any default, breach or non-compliance under this Agreement shall not be effective unless in writing and signed by the party to be bound by the waiver.  No waiver shall be inferred from or implied by any failure to act or delay in acting by a party in respect of any default, breach or non-observance or by anything done or omitted to be done by the other party.  The waiver by a party of any default, breach or non-compliance under this Agreement will not operate as a waiver of that party’s rights under this Agreement in respect of any continuing or subsequent default, breach or non-observance (whether of the same or any other nature).
18. Remedies Cumulative. The rights, remedies, powers and privileges herein provided to a party are cumulative and in addition to and not exclusive of or in substitution for any rights, remedies, powers and privileges otherwise available to that party.
19. All terms and conditions of this Agreement are to be completed by July 30^th, 2024.