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Docusign Envelope ID:6521C537-130864B1B-859F-8D95C803E5D6
<br /> and travel costs and expenses;provided,however,that the Funding Partner shall be notified of the estimated
<br /> amount of such additional expenses in connection with rescheduling of the Build Week. Notwithstanding the
<br /> foregoing,in the event that the date of the Build Week is cancelled or changed as a result of the Community
<br /> Partner's failure to satisfy its obligations in connection with the Project,then the Community Partner shall be
<br /> liable to KABOOMI and the Funding Partner for all such additional expenses related to the rescheduled Build
<br /> Week.
<br /> 4. Fupd€ng Partner Relations. KABOOM!has a separate contract with the Funding Partner pursuant to which the
<br /> Funding Partner has agreed to provide financial and human resources for the Project. In recognition of the Funding
<br /> Partner's contribution of such resources, the Funding Partner shall receive first placement on any recognition
<br /> materials developed for the Project, including signage, banners,T-shirts, press releases,website and newsletter
<br /> stories,and flyers,and the Community Partner shall not solicit sponsors or donors in relation to the Project whose
<br /> products or services directly compete with the products or services of the Funding Partner as identified to the
<br /> Community Partner by KABOOM! and/or the Funding Partner. In the event the Community Partner solicits other
<br /> sponsors or donors,then the Community Partner shall not permit such sponsors or donors to compete with the
<br /> Funding Partner for signage and sponsorship recognition.
<br /> 5. Termination. In the event that the Community Partner fails to make the payments required under Section 1(a)or
<br /> otherwise breaches this Agreement, KABOOMI may terminate this Agreement upon written notice to the
<br /> Community Partner of such termination. Furthermore,if either party is delayed or prevented from fulfilling any of
<br /> its obligations hereunder by any cause beyond its reasonable control,including acts of God,acts or omissions of
<br /> civil or military authorities,fire,strike,flood,riot,act of terrorism,war,transportation delay,or inability due to such
<br /> causes to obtain required labor, materials or facilities, such party shall not be liable hereunder for such delay or
<br /> failure and either party may terminate this Agreement if the other Is unable to perform any obligation hereunder
<br /> for a period.longer than ten (10)calendar days due to such force majeure event, in which case KABOOMI shall
<br /> refund to the Community Partner any amounts paid to KABOOMI, less expenses already committed andlor
<br /> incurred prior to the date of such termination. If,upon termination as provided herein,the sum due KABOOMI by
<br /> the Community Partner exceeds the sum paid to KABOOMI hereunder, the Community Partner shall pay
<br /> KABOOMI for any such additional sum due upon presentation of appropriate documentation within thirty(30)days
<br /> of invoice. Except asset forth above,upon any termination,this Agreement shall become void and have no effect,
<br /> and no party shall have any liability to the other party,except that nothing herein will relieve any party from liability
<br /> for any Intentional breach of this Agreement prior to such termination.
<br /> 6. General Provisfons. The Community Partner represents to KABOOM! that all information provided by it to
<br /> KABOOMI, including in the application, is true, correct and complete in all respects and does not omit any
<br /> Information relevant to the Project. Each party has all requisite power and authority, including any necessary
<br /> approval by its governing body,to execute and deliver this Agreement,and to perform its obligations hereunder.
<br /> This Agreement may not be assigned or transferred by either party without the prior written consent of the other
<br /> party hereto.This Agreement shall inure to the benefit of and be binding upon the parties hereto,their respective
<br /> successors and permitted assigns, and where expressly stated, their affiliates and representatives. This
<br /> Agreement shall be governed by and construed under the laws of the State of New York,without regard to conflicts
<br /> of laws principles to the extent that the application of the laws of another jurisdiction would be required thereby.
<br /> This Agreement may be altered, modified,or amended only by a written document signed by both parties. This
<br /> Agreement may be executed in two or more counterparts,each of which shall be an original and all of which,when
<br /> taken together, shall constitute the same agreement and may be delivered by facsimile or electronic mail
<br /> transmission with the same force and effect as if originally executed copies hereof were delivered. Any notices
<br /> required or permitted to be given hereunder shall be sent by certified or registered United States mail, postage
<br /> prepaid,by personal delivery addressed to the applicable party or by facsimile or electronic mail transmission(the
<br /> receipt of which is confirmed)at the address set forth under such party's signature below. The Funding Partner
<br /> shall be an intended third party beneficiary of Sections 1(b),(e),(0,(g),(h),(€),and 6)and Sections 2(b),3,4 and
<br /> 6 of this Agreement and is entitled to enforce its rights under such sections as if it were a party to this Agreement.
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