TERMS AND CONDITIONS
Breads of the World, LLC d/b/a Panera Bread (the
“Sponsor”) and the party submitting a Donation Request (the “Recipient”)
to the Sponsor regarding the event described in such Donation Request (the
“Event”) agree that the Donation Request and Sponsor’s involvement
in the Event, if any, shall be governed by the following Terms and Conditions:
1. Sponsor agrees to use reasonable efforts to respond to the Donation Request
in writing within six weeks of receipt.
2. If Sponsor agrees to donate goods to the Recipient for use in the Event,
such use shall be governed by the following:
a. Sponsor shall provide such goods as determined by Sponsor in its absolute discretion.
b. Sponsor reserves the right to specify how the donated goods are to be displayed and handled and the Event, and, if requested by Sponsor, Recipient shall display a sign, to Sponsor’s satisfaction, indicating Sponsor’s donation of such goods.
c. Recipient agrees that no other party involved in the bakery-café industry will be a sponsor of the Event.
3. Recipient represents and warrants
that it is the lawful owner of, or has obtained the necessary license or right
to use, all rights, title, and interest, including any copyright or other
intellectual property right, necessary to carry out all themes, materials,
plans and programs used by Recipient or prepared for or used by Sponsor during
or the Event or any related activities, including, but not limited to, promotional
activities.
4. Recipient represents that it shall comply with all applicable law at all
times during the Event, all periods of time related thereto, including, but
not limited to, planning or clean-up periods, and all periods of time during
which Sponsor is involved with the Event as described herein.
5. Recipient hereby indemnifies and holds Sponsor and its directors, officers,
employees and agents (collectively, the “Indemnified Persons”)
harmless from and against any and all expenses (including but not limited
to reasonable attorneys fees), losses, liabilities, claims, demands and/or
causes of action (collectively the “Losses”) (i) for personal
injury (including bodily injury or death) resulting in any manner from the
Event, (ii) arising from or relating to the Sponsor’s use of Recipient’s
name or marks, or themes, materials, plans or programs prepared or recommended
to Sponsor for use in Event or other related activities, and other promotional
materials (including without limitation their manufacture, sale or distribution),
including without limitation claims of infringement of intellectual property
rights, (iii) arising from the loss, misdirection, or failure of receipt of
any Donation Request, (iv) arising from Sponsor’s failure to reply to
any Donation Request, for any reason, and/or (v) arising from any alleged
or actual breach or failure of any representations or warranties of Recipient
in these Terms and Conditions.
6. Recipient agrees and acknowledges that Sponsor and/or its affiliates owns
all rights, including copyrights and trademark and trade name rights in and
to the names PANERA, PANERA BREAD, the Panera logo, and other trademarks,
trade names, copyrights, logos, and other intellectual property (“Panera
Marks”) and any use by Recipient of same (which use must be approved
in advance by Sponsor) shall inure to the sole benefit of Sponsor. Recipient
shall not alter any element of the Panera Marks without the prior written
approval of Sponsor. Any failure to comply with the foregoing restrictions
shall constitute a material breach of these Terms and Conditions. Recipient
shall immediately cease any use of the Panera Marks to which Sponsor objects.
7. Sponsor shall be excused for any failure to perform due to labor dispute,
war, weather or any other cause beyond its reasonable control.
8. To the extent that the Event or any promotion thereof, involves a sweepstakes
or other contest, Recipient shall at no time represent that Sponsor is a sponsor
or co-sponsor of such sweepstakes or contest.
9. Recipient grants Sponsor the right to use the Recipient’s name and
marks, and all themes, materials, plans and programs prepared or recommended
to Sponsor for use in the Event, in connection with advertisement, promotion
and marketing of the Event.
10. Recipient warrants and represents that its representative consenting to
these Terms and Conditions has full power and proper authority to do so and
to bind the Recipient.
11. Nothing herein contained shall be so construed as to constitute the parties
as principal and agent, employer and employee, partners, or joint venturers.
12. Recipient shall not assign, sublicense, transfer, encumber or otherwise
dispose of all or any part of its interest in these Terms and Conditions without
Sponsor’s prior written consent.
13. Recipient acknowledges that the rights and powers retained by Sponsor
hereunder are necessary to protect its intellectual property rights and, specifically,
to conserve the goodwill and good name of Sponsor and its products, and therefore
Recipient agrees that it will not allow the same to become involved in matters
which will, or could, detract from or impugn the public acceptance and popularity
thereof, or impair their legal status.
14. If any provision of these Terms and Conditions is found unenforceable
for any reason, the remainder of the Terms and Conditions will continue with
full force and effect.
15. All decisions by the Sponsor regarding its involvement in the Event or
any other matter related hereto shall be final.