The Undersigned Business (“Business”) operates a restaurant with dine-in food and/or drink service. Sip-Up Advertising, LLC (“Sip-Up Advertising, LLC”) operates a business whereby it places advertising on drinkware for use at establishments such as the Business. The use of the Drinkware increases exposure and visibility for the businesses advertising on the drinkware and will be provided at no cost to the Business, giving the Business use of the drinkware for its operations. 

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Subject to availability, Sip-Up Advertising, LLC will provide to the Business certain drinkware that Sip-Up Advertising, LLC has in stock and agrees to provide (the “Drinkware”) at no cost to the Business. The Business will use the Drinkware as their “Primary Drinkware”, meaning the Business will not use drinkware similar to the Drinkware unless the Business does not possess enough of the Drinkware to serve its customers. The Business further agrees to contact Sip-Up Advertising, LLC as soon as the Business is in need of additional Drinkware to service its customers due to breakage or an increase in customers. 

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The Business further agrees, in consideration of receiving the Drinkware at no cost, to refrain from using any other drinkware with advertising on them except for drinkware directly purchased by the business or provided by manufacturers or distributors (such as, for example, a beer pint glass with the beer logo on it). 

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This Agreement will remain in effect for a period of one (1) year, and will renew automatically each year thereafter until either party terminates this Agreement. Either party may terminate this Agreement by written notice to the other party. An email received by the other party shall be effective notice for this purpose. 

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Each Party shall indemnify and hold harmless the other party and the other party’s directors, officers, employees, and agents, assigns, and successors in interest, from and against any and all loss, liability, damage, claim, cost, charge, demand, fine, penalty or expense of any kind or nature (including direct, indirect, or consequential loss, damage, claim, cost, charge, demand, or expense, including reasonable attorneys’ fees, arising out of or in connection with this Agreement.

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In no event will either party be liable to the other for any claim or cause of action requesting or claiming any incidental, consequential, special, indirect, statutory, punitive or reliance damages. Any claim or cause of action requesting or claiming such damages is specifically waived and barred, whether such damages were foreseeable or not or a party was notified in advance of the possibility of such damages. Damages prohibited under this Agreement will include, without limitation, damage or loss of property or equipment, loss of profits, revenues or savings, cost of capital, replacement costs, and cover damages.

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In the event that any suit or action is instituted to enforce any provision in this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses in connection therewith, including without limitation, reasonable attorney fees. This Agreement will be construed under and governed by the internal laws of the State of New York without regard to its conflict of laws provisions. 

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This Agreement will be binding upon and enforceable by, and will inure to the benefit of, Sip-Up Advertising, LLC and Business and their respective successors and permitted assigns.

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This Agreement may not be amended, except by a writing duly and validly executed by each party to this Agreement, or in the case of a waiver, the party waiving compliance. In the event that any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision will be deemed inoperative to the extent it is deemed unenforceable, and in all other respects this Agreement will remain in full force and effect; provided, however, that if any such provision may be made enforceable by limitation thereof, then such provision will be so limited and will enforceable to the maximum extent permitted by law.

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No waiver of any of the provisions of this Agreement will be deemed or will constitute a waiver of any other provision of this Agreement (whether or not similar), nor will such waiver constitute a continuing waiver unless expressly agreed to in writing by the affected party. 

Each party recognizes that this Agreement is a legally binding contract and acknowledges that it, he or she has had the opportunity to consult with legal counsel of choice. In any construction of the terms of this Agreement, the same shall not be construed against either party on the basis of that party being the drafter of such terms.

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This Agreement, including the Schedules and the other writings specifically identified in this Agreement, is complete, reflects the entire agreement of the parties with respect to its subject matter, and supersedes all previous written or oral negotiations, commitments and writings. No promises, representations, understandings, warranties and agreements have been made by Business except as referred to in this Agreement.