TERM

This contract will terminate automatically upon completion of 12 months, at which time it can be renewed.

WORK PRODUCT OWNERSHIP

Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information (collectively the “Work Product”) developed in whole or in part by Advertiser in connection with the Services will be the exclusive property of Lead Outdoors. Upon request, Advertiser will execute, within a reasonable period of time, all documents necessary to confirm or perfect the exclusive ownership of Lead Outdoors to the Work Product.

CONFIDENTIALITY

Advertiser, and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for personal benefit of Advertiser, or divulge, disclose, or communicate in any manner, any information that is proprietary to Lead Outdoors. Lead Outdoors and its employees, agents and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Contract. Any oral or written waiver by Lead Outdoors of these confidentiality obligations which allows Advertiser to disclose Lead Outdoors confidential information to a third party will be limited to a single occurrence tied to the specific information disclosed to the specific third party, and the confidentiality clause will continue to be in effect for all other occurrences.

Upon termination of this Contract, Advertiser will return to Lead Outdoors all (if any) records, notes, documentation and other items that were used, created, or controlled by Advertiser during the term of this Contract.

INDEMNIFICATION

Advertiser agrees to indemnify and hold Lead Outdoors harmless from all claims, losses, expenses, fees including attorney fees, costs, and judgements that may be asserted against Lead Outdoors that result from the acts or omissions of Advertiser and/or Advertiser’s employees, agents or representatives.

DEFAULT

The occurrence of any of the following shall constitute a material default under this Contract:

  1. The failure to make a required payment when due.
  2. The insolvency or bankruptcy of either party.
  3. The subjection of either party’s property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or governmental agency.
  4. The failure to make available or deliver the Services in the time and manner provided for in this Contract.

REMEDIES

In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Contract (including without limitation the failure to make a monetary payment when due), the other party may terminate the Contract by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 30 days from the effective date of such notice to cure the default(s). Unless waived in writing to a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Contract.

FORCE MAJEURE

If performance of this Contract or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and if the party unable to carry out its obligations gives the other party prompt written notice of such an event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurractions, riots, or wars, or strikes, lock-outs, work stoppages. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.

DISPUTE RESOLUTION

The parties will attempt to resolve any dispute out of or relating to this Agreement through friendly negotiations amongst the parties. If the matter is not resolved by negotiation, the parties will resolve the dispute using the below Alternative Dispute Resolution (ADR) procedure.

Any controversies or disputes arising out of or relating to this Agreement will be submitted to mediation in accordance with any statutory rules of mediation. If mediation does not successfully resolve the dispute, the parties may proceed to seek an alternative form or resolution in accordance with any other rights and remedies afforded to them by law.

ENTIRE AGREEMENT

This Contract supersedes any prior written or oral agreements between parties.

SEVERABILITY

If any provision of this Contract will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Contract is invalid or unenforceable, but that by limiting such provision it would be come valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.

AMENDMENT

This Contract may be modified or amended in writing by mutual agreement between the parties, if the writing is signed by the party obligated under the amendment.

GOVERNING LAW

This Contract shall be construed in accordance with the laws of the State of Idaho.

NOTICE

Any notice or communication required or permitted under this Contract shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.

WAIVER OF CONTRACTUAL RIGHT

The failure of either party to enforce any provision of this Contract shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Contract.

ATTORNEY’S FEES TO PREVAILING PARTY

In any action arising hereunder or any separate action pertaining to the validity of this Agreement, the prevailing party shall be awarded reasonable attorney’s fees and costs, both in the trial court and on appeal.

CONSTRUCTION AND INTERPRETATION

The rule requiring construction and interpretation against the drafter is waived. The document shall be deemed as if it were drafted by both parties in a mutual effort.

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