Informa Markets Barter Agreement Terms and Conditions

1.  Term and Termination

The period of performance for this Agreement shall begin on the date the contract is signed and submitted to Informa, and shall continue until December 31, 2026, unless this Agreement is amended by written mutual agreement of both parties or terminated in accordance with section 8.

2.  Compliance with Laws

Informa Markets and Client agree to comply with all federal, state and municipal laws, rules and regulations that are now or may in the future become applicable to the business, equipment, and personnel engaged in activities of Informa Markets and/or Client covered by this Agreement.

3.  Name and Logo

Informa Markets agrees not to use the name of Client, its logo or any Client product names/logos for any promotional or commercial purpose or any other purpose without the prior written consent of Client. Client agrees not to use the name of Informa Markets, its logo or any Informa Markets’ product names/logos for any promotional or commercial purpose or any other purpose without the prior written consent of Informa Markets.

4.  Confidentiality

Both parties, Informa Markets and Client recognize, acknowledge and agree that the trade secrets of each party and proprietary information and processes are and shall be kept the valuable, special, private, unique and confidential assets of that party, access to and knowledge of which may be necessary to the performance of the duties hereunder. Both parties shall treat as confidential all Confidential Information of the other party, shall not use such Confidential Information, except as expressly permitted under this Agreement, and shall not disclose such Confidential Information to any third party without the other party’s prior written consent, during or after the term of this Agreement for a period up to one (1) year. The term Confidential Information shall mean any information disclosed by one party to the other party in connection with this Agreement that is disclosed in writing, orally or by inspection and is identified as “Confidential” or that each party should reasonably believe is treated as confidential by the other party and shall include the terms of this agreement. Both parties agree to hold as confidential, the other party’s property, all memoranda, books, papers, letters, and all other data, and all copies thereof and therefrom, in any way relating to the other party’s business and affairs, whether made by either party or otherwise coming into either party’s possession or control, and on termination of this Agreement for any cause whatsoever, or on demand of one party at any time, to immediately deliver the same to the other party.

5.  Indemnification

• A.  Client shall indemnify Informa Markets and its officers, directors, employees, members, affiliates and agents, against all liability or loss, (including attorneys’ fees) and against all claims or actions based upon or arising out of, or sustained in connection with, any negligent acts or omissions of Client or its employees, or agents, or based upon the performance or non-performance of this Agreement, or based upon any violation of any statute or ordinance, and the defense of any such claims or actions. Client shall also indemnify Informa Markets against all liability or loss in connection with, and shall assume full responsibility for, payment of all federal, state and local taxes or conditions imposed or required under employment insurance, social security and income tax laws with respect to Client and the employees of Client engaged in performance of the services under this Agreement.   
• B.  Informa Markets shall indemnify Client and its officers, directors, employees, members, affiliates and agents, against all liability or loss, (including attorneys’ fees) and against all claims or actions based upon or arising out of, or sustained in connection with, any negligent acts or omissions of Informa Markets  or its employees, or agents, or based upon the performance or non-performance of this Agreement, or based upon any violation of any statute or ordinance, and the defense of any such claims or actions. Informa Markets shall also indemnify Client against all liability or loss in connection with, and shall assume full responsibility for, payment of all federal, state and local taxes or conditions imposed or required under employment insurance, social security and income tax laws with respect to Informa Markets and Informa Markets’ employees engaged in performance of the services under this Agreement.

6.  Termination and Default

• A.  Either party, Informa Markets or Client, may not terminate this Agreement after signing. However, either party may terminate this Agreement upon the occurrence of a default, subject to any applicable cure period. In no event shall either party be entitled to damages for lost profits, lost opportunity, lost income or consequential damages caused by a default or termination of this Agreement.  
• B.  On termination of this Agreement for whatever reason, Client shall return within five (5) business days all original copies and all reproductions of confidential and/or proprietary information, including devices, records, sketches, reports, notebooks, proposals, lists, correspondence, equipment, documents, computer diskettes, drawings, specifications, or other recordings, programs, data or other materials or property of any nature belonging to Informa Markets.  
• C.  Each of the following events shall constitute a default ("Default") under this Agreement and shall be considered a material breach of this Agreement: (a)  failure of a party to timely observe or perform any other material covenant, agreement, obligation, term or condition required to be observed or performed under this Agreement, which is not cured within thirty (30) days following receipt of written notice of such failure; or (b) the institution of bankruptcy, receivership, insolvency, reorganization or other similar proceedings by or against a party under any section or chapter of the United States Bankruptcy Code, as amended, or under any similar laws or statutes of the United States or any state thereof, if such proceedings have not been dismissed or discharged within thirty (30) days.

7.  Notices

All notices under this Agreement must be in writing and delivered either by hand, email, certified mail (return receipt requested, postage pre-paid) or nationally recognized overnight delivery service (all delivery charges pre-paid) and addressed, to Informa Markets: Informa Markets, 222 W. Las Colinas Blvd., Suite 450E, Irving, TX 75039. 

8.  Assignment 

Neither this Agreement nor any rights or obligations described in this Agreement may be assigned by either party without the prior written consent of the other party, not to be unreasonably withheld. 

9.  Severability

The provisions of this Agreement are severable, and, in the event that any provisions are determined to be invalid or unenforceable under any controlling body of law, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions.

10.  Entire

Understanding This Agreement constitutes the entire understanding between the parties hereto and no modification or amendment thereof will bind either party unless it shall be in writing and signed by persons authorized to bind both parties to the Agreement. 

11.  Governing Laws

The laws of Arizona, United States of America shall govern this Agreement.

v.1 – August 22, 2024