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Home My WebLink AboutCooperate Marketing Agreement JetBlue 31 January 19 Cooperative Marketin¢Agreement This Cooperative Marketing Agreement (the "Agreement") is by and between JetBlue Airways Corporation ("JetBlue"),a Delaware corporation with an address at 27-01 Queens Plaza North,Long Island City,New York 11101, and Gallatin Foundation Inc.("Partner"),an organization with an address 2000 Commerce Way,Bozeman,Montana 59715, and shall govern the cooperative marketing partnership(the"Partnership")between the parties,as is further described below. 1. General Partner Information. Gallatin Foundation Inc. Attention:Daryl W.Schliem,President/CEO 2000 Commerce Way Bozeman,MT 59715 Email:dschliem@bozemanchamber.com 2. The Funds. Partner shall allocate$25,000 to JetBlue(the"Funds")to be used in connection with the Partnership and as further specified hereunder or as otherwise agreed to by the parties. 3. Marketine Efforts. The Funds shall be used for advertising efforts to support the BZN to LGB routes with marketing in the Bozeman area in Q1 2019 with total Funds of$25,000. 4. Term. The term will commence on January 31,2019 and remain in effect until such time as the terms of this Agreement have been fulfilled by both parties. Notwithstanding the foregoing,JetBlue may terminate this Agreement at any time on thirty(30)days written notice to Partner. In the event of such termination,Partner will pay JetBlue within thirty(30)days of receipt of an invoice for the media and/or creative resources or efforts that were purchased and expended prior to the date of such termination. In the event that Partner has advance paid for any media and/or creative resources or efforts that have not been purchased or expended prior to the date of such termination,JetBlue shall promptly return the pro rata portion of the Funds paid by Partner for such media and/or creative resources or efforts. 5. Media&Creative. a. JetBlue and/or its agent(s)shall plan and purchase all media in connection with the Partnership,subject to Partner's approval,not to be unreasonably withheld or delayed.Should Partner not provide approval within seven(7)business days of its receipt of notice from JetBlue of such plan and/or purchase,such plan and/or purchase shall be deemed approved. b. All creative content shall be created by JetBlue and/or its agents and will have the"look and feel"of JetBlue's advertising content(e.g.,JetBlue airways advertising materials)and be consistent with JetBlue's brand guidelines. Subject to the foregoing,Partner shall have the right to approve materials including Partner's name or logo,such approval not to be unreasonably withheld or delayed. Should Partner not provide approval and/or feedback(in accordance with the foregoing)within seven(7)business days of receipt of such materials,such materials shall be deemed approved. 6. Billing. JetBlue and its agents or representatives shall purchase all media upfront. JetBlue will invoice Partner for the cost of all media and creative resources and efforts.Such invoices will be sent upon completion of the advertising campaign.Upon Partner's reasonable request,JetBlue will provide samples of media and/or other content or information together with such invoices.Partner shall pay to JetBlue all amounts included in an invoice within thirty(30)days of receipt thereof. 7. Intellectual Property. Partner shall provide JetBlue with certain intellectual property,including but not limited to trademarks,service marks,logos,names,tradenames,taglines or other proprietary materials(collectively,the"Partner IP")for use in connection with the Partnership. Partner herby grants to JetBlue the limited,non-exclusive,non-transferable, royalty-free right to use,distribute,publish and publicly display the Partner IP in connection with the Partnership,subject to the approval process set forth in Section 5 above. Partner represents that the Partner IP and/or any other content provided by Partner does not and shall not infringe upon the rights including,without limitation,intellectual property rights,of any third party and shall not violate any applicable laws. For clarity, this Agreement does not grant Partner any right or license to use the JetBlue name,logo,trademark or other proprietary content(the"JetBlue IP"). Any use by Partner of the JetBlue IP for any purpose shall require JetBlue's prior written approval in each instance. If such approval is granted by JetBlue,in JetBlue's discretion, JetBlue represents that the JetBlue IP as supplied by JetBlue does not and shall not infringe upon the rights, including,without limitation,intellectual property rights,of any third party. 8. Indemnities. a. Partner will defend,indemnify,and hold harmless JetBlue and its affiliates and subsidiaries and each of their respective officers,directors,shareholders,agents and employees from and against any and all third- party actions,costs,claims,suits,liabilities,judgments,losses,expenses and/or damages(including, without limitation,attorneys'fees and settlement costs)arising out of,related to or resulting from:(i)the Partner IP or any other content provided by Partner;(ii)Partner's products or services(including,without limitation,content provided or approved by Partner concerning its products or services);(iii)any breach of any of Partner's representations,warranties or agreements hereunder. b. JetBlue will defend,indemnify,and hold harmless Partner and its affiliates and subsidiaries and each of their respective officers,directors,shareholders,agents and employees from and against any and all third- party actions,costs,claims,suits,liabilities,judgments,losses,expenses and/or damages(including, without limitation,attorneys'fees and settlement costs)arising out of,related to or resulting from(i)the JetBlue IP or any other content provided by JetBlue;(ii)JetBlue's products or services(including,without limitation,any content provided or approved by JetBlue concerning its products or services);and/or(iii) any breach of any of JetBlue's representations,warranties or agreements hereunder. 9. General. a. This Agreement is not to be construed to create or infer a partnership or joint venture between the parties hereto.Neither party shall act as the other parry's agent. b. No waiver,modification or amendment to this Agreement shall be effective unless in a writing signed by the parties hereto. c. This Agreement shall be construed in accordance with the laws of the State of New York applicable to contracts entered into and performed entirely within the State of New York. Exclusive jurisdiction and venue for any disputes arising under this Agreement shall be the state or federal courts of the State of New York, New York County,and both parties irrevocably consent to the personal jurisdiction and venue of such courts and agree to waive any defense of inconvenient venue or forum. d. Neither this Agreement, nor any rights, benefits or obligations set forth herein may be assigned by either party,and any such attempted assignment shall be void and of no effect without the prior written consent of both parties. e. Any delay or failure of a party to perform its obligations hereunder shall be excused to the extent that it is caused by an event or condition beyond its reasonable control such as,by way of example but not limitation,death,serious illness or injury,governmental action,flood,storm or other natural disaster,fire, explosion,war,civil disorder or labor dispute;provided,however,that the party claiming force majeure promptly notifies the other party of the event of force majeure,the anticipated duration of the event of force majeure,and the steps taken to remedy or ameliorate the problem. f. The terms of this Agreement and all nonpublic information shared between the parties in connection with the Partnership shall be considered confidential and shall be used by each party solely for the purpose of fulfilling its obligations under this Agreement.For clarity,neither party shall use or share such information with any third parties. g. Sections 4,7,8 and 9 shall survive the expiration or termination of this Agreement. h. This Agreement represents the entire understanding and agreement between the parties, and may not be altered except by another written agreement signed by both parties. This Agreement may be executed in one or more counterparts and by facsimile signature,each of which shall be deemed an original and all of which together shall be deemed one Agreement. ACKNOWLEDGED AND AGREED: ji llatin Foundation n JetBlue Airways Corporation a e Signature 3)(Ai, I V Scl Le6->< Print 14dme and Title Print Name and Title ) 31 olGl Date Date