NATIONAL TRUCK-IN® EVENT CONTRACT
This National Truck-in ®Event Contract (“Agreement”) is entered into by
and between National Truck-In® Board, a Nevada non-profit
corporation (“NTIB”), and ________________________ (“Host Club”) (each a “Party” and collectively, the “Parties”).
RECITALS
WHEREAS NTIB owns the
intellectual property rights to the trademarks and logos for National Truck-In®;
and
WHEREAS Host Club wishes to
co-host a National Truck-In® event subject to the terms and conditions set
forth herein.
PROVISIONS
1.
Definitions.
Except as otherwise defined herein, the following terms shall have the
following meanings:
(a)
“Charity
Donation Amount” shall mean 10% of the Net Revenue which is donated to a
local charity located in the same state as NTIB Even and preferably near the NTIB
Event.
(b)
“License Term” shall mean the period beginning
after the [2025] National Truck-In® event through the end of NTIB Event in this
Agreement.
(c)
“Net Revenue” shall mean NTIB Event Revenue less
NTIB Event Expenses.
(d)
“NTIB Event” shall mean the National Truck-In
event to be held [DATE] through [DATE] at [EVENT LOCATION] in [CITY, STATE].
(e)
“NTIB Event Expenses” shall mean the event fees actually
paid by the Host Club, including the event location fees, fees for bands and entertainment,
insurance fees, trash collection, fees for flyers, additional toilets and
facilities fees, fees for trophies, dash plaques, pins, patches, and stickers,
and any other fees mutually agreed to by the Parties.
(f)
“NTIB Event Revenue” shall mean all amounts
received by Host Club related to the NTIB Event, including pre-registration and
registration fees, exhibitor and booth fees, event souvenirs, and advertising
revenue.
(g)
“NTIB IP Rights” shall mean the intellectual
property rights to the trademarks, service marks, and logos including National
Truck-In®, The Van Nationals™, The Nation’s Premier
Van Event™, and the Van Nats™.
2.
Contact Information. Official contact
information for NTIB is attached as Schedule B.
3.
NTIB Event Payments.
(a)
Vehicle Fees.
Host Club shall pay NTIB $5 per vehicle (“Vehicle Fees”) for each vehicle which
attends, registers, or pre-registers for NTIB Event. The first installment of
the Vehicle Fees for all pre-registered vehicles will be due February 28.
The balance of all Vehicle Fees shall be
due and payable by 12:00pm (noon) on the last day of NTIB Event. Host
Initials _____ _____
(b)
Revenue Split / Charity Donation. Within
ninety (90) days after NTIB Event, Host Club shall provide a detailed itemization
of all NTIB Event Revenue and all NTIB Event Expenses to NTIB. If the Net
Revenue is a positive number, within ninety (90) days after NTIB Event, the
Charity Donation Amount shall be paid to the local charity selected by the Host
Club. Host Initials _____ _____
4.
Trademark License.
(a)
Grant of License. Subject to the terms and
conditions set forth in this Agreement, NTIB hereby grants to Host Club, and Host
Club hereby accepts from NTIB, a personal, non-exclusive, non-sublicensable, non-transferable
license to use NTIB IP Rights solely in connection with NTIB Event during the License
Term (the “License”). The License herein granted is limited to use during and
for promoting NTIB Event and does not include any other items of merchandise or
non-merchandise, nor the grant of any other rights such as, but not limited to,
educational services, endorsements, television, or literary rights. The License
herein granted, and the rights and obligations of the Host Club herein created,
may not be assigned, delegated, sublicensed, pledged, conveyed or otherwise
transferred in whole or in part by Host Club. All rights not specifically
granted hereunder are reserved to NTIB.
(b)
Compliance with Laws. Licensee agrees to fully
follow and comply with all laws, rules, and regulations when using the NTIB IP
Rights.
5.
Responsibilities of Host Club. The Host
Club shall have the following responsibilities for NTIB Event:
(a)
Location. Negotiate and contract a suitable
campground or other facility for NTIB Event with an “ironclad” contract between
the Host Club, NTIB, and the campground. The event will be held in the United
Stated of America. The facility chosen for NTIB Event must provide adequate
campsites, water supply (for domestic use only), adequate quantities and
locations of toilet and shower facilities to be maintained by the Host Club,
and good access to all areas in use.
(b)
Diligence. The Host Club agrees to diligently
pursue the task of promotion, production, sponsorship, and management of NTIB
Event, using this Agreement as the official guideline for NTIB Event.
(c)
General Duties. The Host Club collects the
pre-registrations, contract for T-shirts, provides the trophies, secure the
grounds, staff the gate, provides judges, purchase the stickers, dash plaques,
makes deposits as needed and flyers, The Host Club also will provide goodie
bags, door prizes, games and game trophy’s, bands, first aid, man headquarters,
provide security, solicit trophy sponsors, create the bible, and solicit bible,
flyer and sticker ads. The Host Club
will also solicit vendors as well as secure insurance, golf carts and
port-a-pots as needed. (In general, do all the things that would happen
normally at a National Truck-in® event).
Host Initials _____ _____
(d)
Promotions. Promote NTIB Event via flyers, media
releases, club, and council newsletters and verbally, etc. An adequate supply
of flyers must be produced and distributed. A minimum amount of 7,500 flyers in
size of 11”x17” or 5,000 11”x17” flyers and an additional 2,500 flyers in any
combination of any of the following 11”x6” two-sided postcard style, two sided
8.5”x11” or two sided 4”x 6” postcard size (using the printing specs from Item f
below) or 7,500 of 11”x17” distributed as evenly throughout the United States
as possible. Every NTIB Board member (nine total), will be sent 500 flyers each
for the NATIONAL TRUCK-IN®, to be distributed by them. Host Initials
_____ _____
(e)
Additional Promotion Requirements. The flyers,
press releases, etc., must have a first mailing deadline of no earlier than
twelve (12) months prior to, and no later than nine (9) months prior to the
starting date of NTIB Event (“First Flyer Timeline”). A minimum of 25% of the
flyers must be mailed within the First Flyer Timeline. Pre-registration for NTIB
Event may not be sold sooner than 24 hours after the gates open for the present
year’s event. Advertising for next year’s event may start after the opening
ceremony of the current year’s event. If you are considering having a warm-up
party, it is the obligation of the Host Club to inform the group sponsoring the
warm-up party that the release of information concerning the warm-up party be
the same as NTIB Event, in regard to time. Host Initials _____ _____
(f)
National Truck-In® Flyer Specifications. The
National Truck-In flyer should be a finished size of 11”x 17” and be “full”
color using process color lithographic printing. Flyers will be printed and
delivered with the costs covered by the winning host group. When submitting
items for the National Truck-In® flyer, please consider the following: Photos
must be high quality color and must be able to be reproduced at 300dpi
resolution. Line art must be no less than 800dpi resolution. Images recommended
are high quality show vans, family-oriented camping and tasteful images that
represent the theme (if any). All images must be properly licensed, or proof of
copyright ownership provided. A form will be provided to assist the winning
host group in gathering information so that vital information will not be
missed and to create a uniform look. Flyers must contain the date of NTIB
Event, any activities already planned, the location by use of a small map,
entrance fee for both pre-registration and gate (if applicable), entrant
application, and any other information that the host club can provide at the
time of printing. The flyer must also include the name: ROCKY MOUNTAIN VANS of
DENVER, and the official logo, NATIONAL TRUCK-IN® directly adjacent to the name
of the HOST CLUB, i.e.,” [HOST CLUB] National Truck-in® Rocky Mountain Vans of
Denver, Originator. Host Initials _____
_____
The Host Club will create the flyer and
select the theme. The artwork and copy will be done in a professional manner,
no hand lettering will be accepted unless a capable artist does it. No Xerox
copies will be used as original flyers. The final proof of the flyer will be
submitted to NTIB for approval before printing. NTIB will provide
approval/disapproval within ten (10) days of receipt of the proof. Send the
artwork and flyer to the contacts listed in Schedule B. The
warm-up Party flyer will not be attached to the Nationals flyer. It must be
separate.
Host Initials _____ _____
(g)
Dash Plaques / Stickers. Dash plaques and window
stickers must be given to all paying entrants at the time of arrival. Extra
dash plaques and window stickers will be sold on a one-to-one basis after 12:00
P.M. (Noon) Saturday. NTIB will provide the artwork for these items. NTIB will
also contract to produce the dash plaque and provide them to the Host Club at
cost. These dash plaques will be delivered to the host club prior to the event.
The Host Club will pay NTIB for the dash plaques upon receipt. The Host Club
must also supply to each paid entrant, a window sticker in the shape of the
United States with the colors Red, White and Blue, running horizontally. NTIB
has the die cut for the stickers and will contract and produce the stickers and
provide them to the Host Club. NO OTHER DESIGN WILL BE ACCEPTED. There are
places for two sponsors outside of the USA border. We recommend that you get
sponsorship for the stickers. Host Initials _____ _____
(h)
Event Souvenirs. The following companies have
worked with past Van National Committees to produce OFFICIAL event souvenirs. Also
find a guideline for the artwork placement for the NATIONAL TRUCK-INâ
logo. If the Host Club chooses to use a different company, the Host Club must
submit the company information and a sample for approval to NTIB.
PINS/PATCHES/MUGS/BELT BUCKLES
Nameplate Inc. RALLYE
PRODUCTIONS Joe Madonia
16502 Marquardt Ave W229 N1477 Westwood DR 12101 Chuck Cr.
Cerritos, CA 90703 Waukesha, WI 53186-1153 Hudson, FL 34669
(800) 439-4117 (800)
236-2036 (813) 863-7033
(i)
Vendors / Product and Trademark Requirements.
i.
If any exhibitor, booth operator, or other vendor
(“Vendor”) wishes to use NTIB IP Rights on any goods, such as mugs, keychains,
etc., they must enter into a license agreement with NTIB to pay NTIB ten
percent (10%) of the gross proceeds from the sale of any goods or services
bearing the NTIB IP Rights. Each such person or entity and the goods they wish
to sell using NTIB IP Rights must be submitted to NTIB and approved by NTIB by
April 15. Items submitted to the NATIONAL TRUCK-IN® BOARD after this time may
not be approved for sale. The Board reserves the right to disapprove designs for
any reason, including if the design is deemed offensive or inappropriate.
ii.
All official NATIONAL
TRUCK-IN® merchandise
shall contain one of the following registered trademarks: The National
Truck-in®, The Van Nats™, The Nation’s Premier Van Event™, or The Van Nationals™
which must be clearly legible.
iii.
The official event t-shirt must include the red, white,
and blue National Truck-in® logo OR The National Truck-in® logo may be used but
must be in full color.
iv.
All merchandise containing the NATIONAL TRUCK-IN® and
/or logo must be approved by NTIB prior to the sale. This includes all items
with the following. The Van Nationals®, The Nation’s Premier Van Event®,
National Truck-in®, the Van Nats®. Any variation of the wording expressed or
implied with the intent to circumvent the trademarks will not be tolerated.
Anyone who uses the above without proper permission from the National Truck-in®
Board or the host club will be subject to removal from the event and merchandise
will be confiscated. The above restrictions also apply to all online sellers.
v.
Any pre-entry incentive must also conform to these
guidelines.
vi.
The information in this section must be passed on to
all of the Vendors.
vii.
The National Truck-in® logo artwork finished and camera
ready will be supplied each year by the National Truck-in® Board and presented to
the host club within 30 days of the signing of the contract.
viii.
Final artwork for the flyer must be submitted to for
approval by May 1. It will be returned
to the Host by May 15th.
ix.
All flyers, press releases, advertising, promotions,
etc. which refer to NTIB Event will be worded as __th NATIONAL TRUCK-IN®. No
other words are to be added, deleted, altered, or rearranged. All occurrences
of THE NATIONAL TRUCK-IN® will have an “R” with a circle around it exactly like
the example, which designates NATIONAL TRUCK-IN® as a registered trademark. All
printed material, including the dash plaques, window stickers, and flyers will
be printed in this manner
Host Initials
_____ _____
(j)
Entertainment. Entertainment (selected by the Host Club) must be in the form of
live bands for each night of NTIB Event. In lieu of the live band entertainment
on Thursday night, the Host Club may provide other alternative entertainment
such as movie night, DJ, etc. No limit is set for the number of different
bands; however, the Host Club agrees to a contract for at least one band to
perform each night of NTIB Event. Host Club must also agree to contract a cross
section of live musical entertainment. Recorded music may be used as
entertainment in addition to contracted bands.
(k)
Insurance. Insurance to be provided by the Host
Club in an amount sufficient to cover NTIB, the NTIB Event and the campground’s
minimum requirements, but in no case less than $2,000,000. Host Initials _____ _____
(l)
Event Times. The NTIB
event will always be held in one of the last three weeks of July. The NTIB
Event will officially open on Wednesday at a time convenient to the campground
and the Host Club, but no later than 12:00 p.m. (Noon) NTIB Event will run on
Wednesday, Thursday, Friday, Saturday, and Sunday. Arrangements will be made
with the campground to accommodate entrants arriving at the site prior to the
official opening. It is not required by NTIB or the Host Club to provide these
campsites free of charge to the entrants. The length of NTIB Event may be
longer if the Host Club so desires but can only be lengthened by moving the
starting time prior to Wednesday noon. (i.e., Tuesday or Monday).
Host Initials _____ _____
(m) Registration
Fees. The Pre-registration fee will be a maximum seventy ($70.00). Any
pre-entry incentive (i.e., T-shirt) is optional to the Host Club. Any camping
trailer may be subjected to an additional fee, not to exceed an entry fee of
seventy ($70.00). This fee must be specified on the NATIONAL TRUCK-IN® flyer.
If the $70.00 maximum fee allowed for van pre-entry is inadequate to ensure a
reasonable chance to make a profit by the Host Club, the Host Club may request
in writing that NTIB raise the fee limit. The said letter must contain the
reasons for the request including, but not limited to, a cost breakdown of
expenditures that will be incurred as a direct result of hosting NTIB Event.
NTIB will advise the Host Club within ten (10) days after receipt of the said
letter as to its decision regarding the request to raise the entrance fee
limit. Host Initials _____ _____
(n)
Next Host. The Host Club will pass on to the
next hosting club, the pre-entry and gate entry information (names, addresses
and phone numbers) from their previous NATIONAL TRUCK-INâ. Any returned mail will be disregarded and taken
off the list. Host Initials _____
_____
(o)
Medical Plan. The Host Club must adopt a
comprehensive event medical plan that is approved by NTIB a minimum of ninety
(90) days prior the NTIB Event.
Host Initials _____ _____
(q)
NTIB Bible. The NATIONAL TRUCK-INâ
bible will be created by the Host Club. The last page of the NATIONAL TRUCK-INâ
bible must be reserved for and list the next years’ NATIONAL TRUCK-INâ
information. This is to be free of charge to the future hosts. It is
recommended the Host Club sell ads to offset the cost of the bible.
(r)
Show-n-Shine. The Host Club will use the
NATIONAL TRUCK-INâ
classifications for the Show-n-Shine. Attached as Schedule C. NTIB and Host
Club will Jointly decide who will run the show and both the Nationals Board and
Host Club will provide certified judges. The show must
be held on Saturday, unless a Major van related event is held on Saturday. The
Saturday event instead of the van show must be approved by the NTIB. The award categories for the
Show-n-Shine Vân Show are:
ii.
Best Interior
iii.
Best Exterior
iv.
Best Engineered
v.
Best Graphics
vi.
Best Theme
vii.
Best Pinstriping
viii.
Best use of Wood
ix.
Best Electronics
x.
Best Engine
xi.
Best Paint
xii.
Best Mural
xiii.
Best Trailer
xiv.
Most Practical
xv.
The Flying Eagle
xvi.
The Various Best of Class Awards
Host Initials _____ _____
(s)
Light and Bright Nighttime Show. The Host Club
will use the NATIONAL TRUCK-IN Rules for the Light and Bright Nighttime Van
Show. The Light and Bright show is open to all classes of vehicles. All
participants must be able to show for the duration of the competition with
their engine not running or connected to any external power source. Upon
closing of the show, all participants must be able to start their van without
external assistance. (Hardwired secondary batteries with a switchable isolator
are acceptable.) The award categories for the Light and Bright Van Show are:
i.
Best of Show
ii.
Best Interior
iii.
Best Exterior
iv.
Best Indirect Lighting
v.
Best Special effects
vi.
Best Animation
(t)
The Van Show. Vans which have won best of show
twice will be ineligible for the Best of Show award unless enough changes have
been made to render the van unrecognizable. These vans will be invited to
participate in a circle of champions for special awards. All vans will remain
eligible for all other best of awards.
(u)
Acceptable Vehicles (Vans). Attached as Schedule
A is a list of Vehicles that are allowed at the NTIB Event. No other
vehicles shall be allowed at the NTIB Event. This list is only to be used at
the NTIB Event and does not regulate what vehicle can or cannot participate in
any local eVANt. The host club and the customs of the area govern local eVANt
attendance. Vehicles considered vans in foreign countries, not available for
sale in the US, are gray areas and will be considered on a case-by-case basis.
(v)
Headlight Requirements. ALL golf carts must have
a headlight, and personal carts must provide proof of insurance. This headlight
may be a high-power flashlight attached to the cart and the light must be on
after dark. Carts must be operated in a responsible manner. It is advisable
that Mobility Carts, bicycles, and other modes of transportation conform to the
same illumination requirement.
Host
Initials _____ _____
6.
Termination.
(a)
Termination by NTIB for “Good Cause.” This
Agreement may be terminated by NTIB for “Good Cause” at any time upon written
notice to Host Club. The following non-exhaustive list shall be deemed “Good
Cause” and grounds for termination: The Host Club disbands, the Host Club
breaches this Agreement, the officers of the Host Club change, the failure of Host
Club to make payments when due, the failure of the Host Club to follow
applicable laws and regulations, fraudulent acts by the Host Club or its
representatives or agents, the breach of any warranty or representation of the Host
Club, or any action or inaction of the Host Club which NTIB reasonably believes
may tarnish the goodwill or reputation of NTIB.
(b)
Effect of Termination or Expiration. Upon the
termination or expiration of this Agreement, Host Club shall cease using NTIB
IP Rights and immediately remove and discard all promotions and marketing
material which use NTIB IP Rights, including online uses, paper uses, signage,
and any other uses.
7.
Approval of Licensed
Services and Advertising Materials.
(a)
Pre-Approval of Advertising, Marketing and
Promotional Materials. All names, advertising, marketing, and other
promotional materials (“Promotional Material’) which use NTIB IP Rights shall
be subject to NTIB’s approval. NTIB agrees to use reasonable discretion when
approving or withholding approval to not impact the marketing of the NTIB Event.
(b)
Third Party Clearances. Host Club shall obtain
any and all clearances, permissions, approvals and consents required to be
obtained with respect to rights in any images contained on any Promotional
Materials that may be owned or controlled by third parties, including, but not
limited to, name and likeness rights, copyrights and trademarks.
Notwithstanding the foregoing or any other provision of this Agreement to the
contrary, no proposed Promotional Material shall be deemed or considered to be
approved by NTIB unless and until such clearances, etc., have been obtained by Host
Club.
8.
Licensed
Services and Quality Control Matters.
(a)
Product Quality Standards. Host Club warrants
that all goods or services associated with the NTIB IP Rights, including from
Vendors, shall at all times be of the highest quality and shall be delivered
with the quality, reputation and goodwill represented by NTIB IP Rights. Host
Club will use NTIB IP Rights only in connection with goods or services that
meet or exceed the specifications and the quality approved by NTIB as well as
the recognized industry and governmental safety standards and guidelines.
(b)
Notification of Quality Control Problems. In the
event that any goods or services associated with the NTIB IP Rights do not, in NTIB’s
judgment, meet the quality standards set forth in this Agreement, NTIB shall
notify Host Club in writing of any such deficiencies. Host Club shall
immediately address any such deficiencies.
(c)
Trademark Notices. All references to any of the
trademarks included in NTIB IP Rights shall be accompanied by a properly
configured notice, consisting of the symbol “TM” or the symbol “®” (the “Trademark
Notice”), in each case as specified by NTIB. Each Trademark Notice shall appear
in close proximity to the trademark to which it relates and shall be
conspicuous and clear. Further, such materials shall also be marked with
mandatory markings (if any) along with any NTIB specified copyright markings. Host
Club shall attach to the Licensed Services identifying materials as reasonably
requested by NTIB subject to the approval of Host Club not to be unreasonably
withheld.
9.
Ownership
Rights and Use of NTIB IP Rights.
(a)
All uses of NTIB IP Rights hereunder shall inure to the
benefit of NTIB. Host Club expressly acknowledges NTIB’s exclusive ownership of
NTIB IP Rights, and all trade dress, advertising themes and other intellectual
property used in connection with NTIB IP Rights, whether such intellectual
property is registered or exists under common law. Host Club further agrees
that, in the event Host Club is or may be deemed to have acquired any rights in
any of NTIB IP Rights (other than limited rights granted by this Agreement),
those rights shall be and herein are assigned to NTIB, together with all
goodwill associated therewith. Host Club shall, promptly upon NTIB’s request,
take all steps necessary to execute, acknowledge and deliver to NTIB any and
all further instruments and assurances necessary to effective the foregoing.
(b)
All artwork or other creative works created by Host
Club or any Vendor which incorporate NTIB IP Rights shall be considered a “work
made for hire” for the benefit of NTIB. Host Club further agrees that to the
extent any such works are not deemed a “work made for hire,” then Host Club and
its Vendors hereby automatically assigns all right, title and interest in and
to such works, including ownership of the entire copyright in such works, to NTIB
such that NTIB shall be the sole and exclusive owner and copyright proprietor
of such works and entitled to obtain copyright registrations for such works. Host
Club further agrees that, upon request by NTIB, Host Club will take such
further actions as may be necessary or appropriate for NTIB to perfect his
ownership interest in the copyright of any such works.
(c)
Host Club agrees that it will not attack, dispute or
contest such ownership or the validity of any rights of NTIB in any of NTIB IP
Rights, whether such rights are registered, are contained in a pending
application, or exist under common law.
(d)
During the Term or thereafter, Host Club shall not
register or file applications to register any of NTIB IP Rights, any marks
which compromise or contain NTIB IP Rights, or any other marks confusingly
similar to NTIB IP Rights. Host Club shall not use, adopt or register any trade
name, corporate name, service mark, certification mark, or trademark likely to
cause confusion with NTIB IP Rights. Host Club may not use, register or attempt
to register, any domain name, username or Uniform Resource Locator (URL)
incorporating NTIB IP Rights or any words or combinations of letters
substantially similar to NTIB IP Rights.
(e)
Host Club may use NTIB IP Rights solely as expressly
permitted in this Agreement. Host Club may not use NTIB IP Rights in connection
with any commercial tie-in, co-branding or in connection with the promotion of
any other product, business, or service.
(f)
Host Club shall not use NTIB IP Rights in a fashion or
manner that is likely to reduce, diminish or damage the goodwill, value or
reputation associated with NTIB IP Rights. Host Club shall not perform or
participate in or actively assist any other person or entity to perform or
participate in, any activities which: (i) has or is likely to have an adverse
effect on the goodwill in or value of NTIB IP Rights, or (ii) prejudice NTIB’s
rights in NTIB IP Rights.
10. Obligation to Maintain Records and
Inspection of Records. During the License Term and for a period of three
years thereafter, Host Club shall keep and maintain full, true, and accurate
books of account and other records containing detailed information relating to the
NTIB Event. During the License Term and for a period of three years thereafter,
upon thirty (30) business day’s prior written notice, Host Club shall provide NTIB
copies (electronically if possible) of all books and records of the Host Club
related to the NTIB Event for the purpose of inspecting said records.
11. Infringement Actions.
(a)
Notice of Possible Third-Party Infringers. In
the event Host Club believes that a third-party is infringing or diluting any
of NTIB IP Rights or is committing acts of unfair competition relating to any
of NTIB IP Rights, Host Club shall notify NTIB immediately.
(b)
No Obligation to Pursue Third-Party Infringers.
Whether or not such third party will be pursued in any manner shall be at the
sole discretion of NTIB. It is understood and agreed that NTIB shall not be
required to take any action whatsoever with regard to any third-party activity
which Host Club believes infringes or dilutes any of NTIB IP Rights. In the
event NTIB, in its sole discretion, decides to pursue an infringing third
party, Host Club shall cooperate with NTIB by providing such information or
other assistance which NTIB deems helpful in that regard.
(c)
No Standing. It is acknowledged that Host Club
is not the owner of any of NTIB IP Rights and will have no standing to pursue
any third party or otherwise enforce NTIB IP Rights.
12. Indemnification. Host Club shall
indemnify, defend and hold harmless NTIB and their officers, directors, board
members, employees, agents, affiliates, related companies, and representatives
(“Indemnified Parties”), from any and all claims, losses, liabilities, damages,
fees, expenses and costs (including attorneys’ fees, court costs, damage
awards, and settlement amounts) which directly or indirectly result from any
claim or allegation against any Indemnified Party arising from or related to
(i) the negligent actions or inactions of Host Club or Host Club’s officers,
employees, agents, contractors, wholesalers, retailers, or representatives; (ii)
arising out of or related to this Agreement or Host Club’s warranties; (iii)
related to the NTIB Event; or (iv) any claims arising out of Host Club’s use of
NTIB IP Rights or the advertising, distribution, marketing, or sale of the Licensed
Services.
(b)
Entire Agreement. This Agreement constitutes a single
integrated contract expressing the entire agreement of the parties hereto with respect to the subject matter hereof and
supersedes all prior understandings, negotiations, or agreements, written or
oral, express or implied. The Recitals are
incorporated by reference into this Agreement. This Agreement may not be amended except in writing signed by all parties.
No other act, document, usage or custom shall be deemed to amend or modify this
Agreement.
(d) Notices.
All notices and other communications in connection with this Agreement shall be
in writing and may be provided by email.
(e) Assignment.
This Agreement, or any rights granted under this Agreement, may not be assigned
by Host Club without the prior written consent of NTIB, which may be given or
withheld in NTIB’s absolute discretion. NTIB
shall be permitted to assign this Agreement or any of its rights under this
Agreement without restriction.
(f)
Costs. The Parties will be solely responsible
for all and bear all of their own
respective expenses, including, without limitation, expenses of legal counsel,
accountants, and other advisors, incurred in connection with pursuing or
consummating this Agreement.
(g)
Survival. The parties’ obligations under this
Agreement, which by their nature are intended to continue beyond the
termination or expiration of this Agreement, shall survive the termination or
expiration of this Agreement. Without limiting the generality of the forgoing, Sections 9, 10, and 12 shall survive
the termination or expiration of this Agreement.
(i) Attorneys’
Fees and Costs. In any proceeding arising out of or relating to this
Agreement, the prevailing party shall be entitled to recover an amount equal to
reasonable attorneys’ fees and costs incurred.
(j) Cumulative
Remedies. All rights and remedies provided in this Agreement are cumulative
and not exclusive of any other rights or remedies that may be available to the
parties, whether provided by law, equity, statute, or in any other agreement
between the parties.
(k) Waivers.
No failure on the part of either party to exercise, and no delay in exercising,
any right or remedy hereunder will operate as a waiver thereof; nor will any
single or partial waiver of a breach of any provision of this Agreement operate
or be construed as a waiver of any subsequent breach; nor will any single or
partial exercise of any right or remedy hereunder preclude any other or further
exercise thereof or the exercise of any other right or remedy granted hereby or
by law.
(l) Severability
/ Reformation. If any provision of this
Agreement is declared to be invalid, void or unenforceable, the remaining
provisions of this Agreement shall continue in full force and effect, and the
invalid or unenforceable provision shall be replaced by a term or provision
that is valid and enforceable and that comes closest to expressing the intention
of such invalid or unenforceable term or provision.
(m) Relationship of Parties. The parties are
independent contractors and this
Agreement will not establish any relationship of partnership, joint venture,
employment, franchise or agency between the parties. Neither Party will have
the power to bind the other Party or to incur any obligations on its behalf,
without the other party’s prior written consent.
(n) Force
Majeure. Neither party shall be held liable or responsible to the other
party nor be deemed to have defaulted under or breached this Agreement for
failure or delay in fulfilling or performing any term of this Agreement to the
extent, and for so long as, such failure or delay is caused by or results from
causes beyond the reasonable control of the affected party including but not
limited to third-party delays, changes, or contract breaches, pandemics fire,
floods, embargoes, war, acts of war (whether war be declared or not), acts of
terrorism, insurrections, riots, civil commotions, strikes, lockouts or other
labor disturbances, acts of God or acts, omissions or delays in acting by any
governmental authority or the other party.
(o) No
Third-Party Beneficiaries. The obligations created by this Agreement shall
be enforceable only by the Parties hereto, and no provision of this Agreement
is intended to, nor shall any provision be construed to create any rights for
the benefit of or enforceable by any third-party.
(p) Counterparts
/ Electronic Signatures. This Agreement may be
executed in any number of counterparts, each of which may be deemed an original, and all of which
together will constitute one instrument. All facsimile and electronic
signatures shall have the same force and effect as original signatures.
(q) Legal
Advice. The Parties acknowledge that they have had sufficient opportunity
to review this Agreement with their own independent attorney. If any Party did
not do so, it is because the party read and understood the entire Agreement and
voluntarily chose not to obtain legal advice.
IN WITNESS WHEREOF, the parties
hereto have executed this Agreement as of the last date written below
(“Effective Date”).
|
By:
___________________________ [print name and title] Date:
____________ By:
___________________________ [print name and title] Date:
____________ |
HOST CLUB
By:
___________________________ [print name and title] Date:
____________ By:
___________________________ [print name and title] Date:
____________ |
SCHEDULE
A
Allowable/Non-Allowable
Vehicles (Vans) at NTIB Event:
|
Panel Truck |
Yes |
|
Olds Silhouette |
Yes |
|
Windowed panel (pre-1973) |
Yes |
|
Pontiac Trans Spots, Montana |
Yes |
|
Swat truck/bread truck or step van |
Yes |
|
Buick Terrazza |
Yes |
|
Explorer motor home (dodge) |
Yes |
|
Isuzu Oasis |
Yes |
|
Ambulance/Van (not Cube) |
Yes |
|
Ford Transit (all), Windstar, Freestar Aerostar |
Yes |
|
VW |
Yes |
|
Sprinter (all) |
Yes |
|
MPV |
Yes |
|
Mercury Villager, Monterey |
Yes |
|
Nissan Quest |
Yes |
|
Vantage Van-go |
Yes |
|
Dodge, Tradesman,
Sportsman, Safari, |
Yes |
|
Chevy Van, Lumina,
Venture, Savanna, |
Yes |
|
Dodge, Caravan (all), Voyager |
Yes |
|
Chevy Express, Astro, Beauville |
Yes |
|
Hand Built box/mutant Vans chassis |
Yes |
|
Gypsy |
Yes |
|
HHR Panel |
Yes |
|
GMC Van |
Yes |
|
Toyota Sienna, Hi Ave |
Yes |
|
Rally |
Yes |
|
Honda Odyssey |
Yes |
|
Nomad (not the car) |
Yes |
|
Econoline |
Yes |
|
Chang or Tiger Truck |
Yes |
|
Hearse/Sedan Delivery |
No |
|
Van up |
No |
|
Cube Van (ambulance) |
No |
|
Class “C” |
No |
|
Transvan |
No |
|
PT Cruiser |
No |
SCHEDULE
B – Contact Information
SCHEDULE
C – CLASSIFICATIONS
Street Class is no changes
Mild Custom is 0-6 changes
Full Custom is 7 or more.
The easiest 2 classes to explain are Tandem
and Radical.
A radical van is one where the original
dimensions have been altered.
It can be:
shortened (remove a door or 2)
lengthened (obvious)
channeled (body lowered over the frame by
removing and reconfiguring floor)
sectioned (steel removed below the
windshield bottom)
or chopped (steel removed from the upper
panel)
All vans with any of these mods are in the
radical class automatically...EXCEPT
Multi axle vans (more than 2) are in the
Tandem class, regardless of other modifications. Never Enough and Battlestar
are radicals, but due to the multi axle set ups, they are tandem class. Never
Enough is chopped and lengthened. Battlestar is 2 127 WB vans put together, not
a Maxi to start with.
Glenda's Black Ford is a Tandem, but not a
radical, since it was built on an extended Ford and not lengthened.
We had to draw a line somewhere, and that is
it. The differences are determined in the judging.
In the other classes, Mild and Full, body
changes are counted as a change in the following ways...
*Molded flares-1 per pair
*Molded airdam-1
*Side markers 1 per pair
*Door handles shaved (removed) 1 per pair,
or 1 each. *Driver/Passenger=1, side and rear=1, but rear only or side only is 1
*Frenched (sunken) antennae=1 each
*Frenched taillights 1 per set. 4 Vette
lights like in Utopia=1 change
*Molded anything is 1 change. Visor, Wiper
Cowl, hood scoop on a stock hood, window openings, etc.
*Fiberglas gull wings on vans that came with
hinged doors do not count as a change. The bodywork to fill the hinge holes is
considered minor.
*High tops do not count. They are installed
with no bodywork, just cut a hole and bolt them on.
*Complete replacement hoods do not count
*Simple emblem removal does not count.
Minimal bodywork required, and in many cases, they are stick on.
*Short, filled seams do not count. Long ones
do, in pairs.
Examples of short seams! Top center front
fender on Mid Fords, Chev and Dodge. Top of fender at cowl.
Long seams-most on early Fords and Dodges,
vertical rear quarter on newer Fords and Dodges.
Slider-door vans can have bodywork done,
which does count as a change. Chevs require major reconstruction if you remove
the track cover. Fords have a track at the beltline that also requires major
work. There was an insert for the track. If that piece is used and bolted in
without molding, no change.
Full Size Vans
Ford General
Motors Chrysler/Dodge
61-67 64-70 64-70
68-74 71-77 71-78
75-83 78-83 79-83
84-91 84-95 84-93
92-08 96- 94-03
08-up 03-
Euro Euro
Mini Vans Modifications
Ford/Aerostar/Windstar/Freestar,Etc. Street 0
Changes
Chevy/GM 84-89 Mild
Custom 1-6 Changes
90-94
95- Full
Custom
7 Changes
Dodge/Chrysler 84-95 Radical
is Chopped, Channeled,
96- Sectioned,
Shortened or lengthened
not including
tandem
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