Donation Terms and Conditions

1. You shall not use the name of the Sponsor or of any of its directors, officers or employees in any publicity, advertising or news release without the prior written consent of the Sponsor.
2. The Donation is also provided on the understanding that, unless specified by us, it shall be used in accordance with the stated purpose in your Request.
3. You agree to contact us immediately in writing if for any reason you become unable to carry out the purpose of the
4. Your organization agrees to:
   1. Not use the Donation or any income therefrom for any purposes other than the specific charitable purposes for which the Donation was made;
   2. comply with all applicable laws, regulations and rules (including any internal rules and guidelines of your organization or employer) regarding the receipt of support from third parties like Sponsor;
   3. comply with the ethical rules applicable to your organization or employer;
   4. make appropriate written and verbal disclosures about the support we have provided under the terms of this agreement;
   5. allow us to publicly declare the amount and nature of support provided; and
   6. permit us to represent itself as a sponsor of the event if applicable.
5. For the purposes of clarity, this Donation is a stand-alone arrangement. On no account should it be regarded as an incentive or reward to purchase or generation of business, recommend or promote any of our products or services.
6. This Donation is particular to the project/event described in your Request. You will be required to submit a new request for other financial support to your organization.
7. You may withdraw your request at any time upon providing 15 days’ written notice to us.
8. We are under no obligation to approve your donation request and we may reverse our decision to give you a donation at any time before payment is given upon providing 15 days’ written notice to you.
9. We will make payment via check following review and approval of your Request.
10. By accepting these Terms and Conditions, you represent and warrant that you are authorized to do so on behalf of your organization and have obtained the necessary approvals required under all applicable laws, regulations and rules to accept the Terms and Conditions (including any internal rules of your organization relating to financial support arrangements). Without limiting any provisions of the Terms and Conditions, you agree to indemnify Sponsor against any losses, costs, damages or expenses arising from a breach of this warranty.

Schedule 1 – General Terms and Conditions

1. Signage, Display Rights and Sponsorship Copy. Sponsor grants to Recipient the right, subject to the Terms and Conditions hereof, to have its logo, trademarks, copyright, designs or comparable creative effort with respect to Recipient (“Sponsorship Copy”) displayed at Venue in certain locations detailed in the donation request (the “Request”).  Sponsor also grants Recipient additional service benefits as described in the Request.  The design, layout and content of all Sponsorship Copy shall be subject to Sponsor’s prior approval, which approval shall not be unreasonably withheld.  Recipient shall submit the Sponsorship Copy to Sponsor for its review and approval at least thirty (30) days in advance of the Event.  Upon expiration of the Term, Recipient hereby authorizes Sponsor to remove any and all signage mentioning the sponsorship as described herein and to either return the same to Recipient or discard the same in the manner that Sponsor in its sole discretion shall determine.
2. Indemnification. Recipient shall hold Sponsor and their respective officers, directors, agents, affiliates, and employees harmless from and indemnify against any and all claims, suits, causes of action, damages, losses, liabilities, cost and expenses (including reasonable attorney’s fees) of any kind whatsoever arising out of or in connection with any negligent act or omission or willful misconduct of Recipient, its personnel, officers, directors, employees, guests, or invitees that is in any way related to this Agreement.  Recipient acknowledges that its obligations under this paragraph shall survive the termination of this Agreement.
3. Claims of Infringement. Recipient agrees to indemnify, hold harmless and defend at its own expense any action brought against Sponsor to the extent that it is based on a claim that any Sponsorship Copy, materials or services furnished by Recipient under this Agreement infringes a United States patent, copyright, trademark, service mark or any other intellectual property rights, and will pay any costs and damages finally awarded against Sponsor in any such actions which are attributable to any such claim.
4. Default. If either party fails or neglects to carry out its responsibilities in accordance with this Agreement (“Defaulting Party”), and such failure continues for a period of seven (7) calendar days following written notice from the non-defaulting party to the Defaulting Party, the non-defaulting party may without prejudice to any other remedy, terminate this Agreement effective immediately.  Furthermore, Sponsor may immediately terminate the Agreement without any further or ongoing duties or obligations of any kind beyond the date of termination of the Agreement if Sponsor is advised by its legal counsel that the Donation would put Sponsor or its affiliates in jeopardy of (a) losing a gaming license then held by it, or (b) being denied a gaming license otherwise available to it, because of Sponsor’s relationship to Recipient as a result of the Donation.  Neither Party shall be entitled to recover damages in the nature of, and each Party hereby affirmatively waives its ability to pursue damages for, lost profits, exemplary damages, consequential damages or punitive damages.
5. Representations and Warranties. Recipient hereby represents, covenants and warrants to Sponsor as follows: (i) Recipient is duly organized and validly existing under the laws of the Commonwealth of Virginia; (ii) it has the right to accept the Donation as governed by these Terms and Conditions; (iii) it shall comply with all federal, state and local laws, including all rules and regulations; and (iv)  the acceptance of the Terms and Conditions has been duly authorized by and on behalf of Recipient.
6. Confidential Information. Recipient shall consider all operations and the general business affairs of Sponsor which Recipient may observe or which may be disclosed to it by Sponsor as a result of this donation as confidential information.  Recipient shall not disclose any confidential information, including without limitation any information contained in the Terms and Conditions, to third parties or use any such information for any purpose other than provided for in connection with the Donation, without the prior written consent of Sponsor, which consent may be given or withheld in Sponsor’s sole discretion.
7. Assignment. All of the covenants and agreements contained herein shall be extended to and be binding upon the successors and assigns of Recipient and Sponsor.  This Agreement may not be assigned, delegated, or otherwise transferred in whole or in part by Recipient, except with the prior written consent of Sponsor.
8. Notices. Any notices required or permitted to be given pursuant to this Agreement shall be in writing and sent by certified, postage prepaid, return receipt requested.  Notice shall be deemed to be given upon the date three (3) days after such notice is deposited in the mail.  Notices may also be delivered by courier and shall be deemed to be delivered when received by the party to whom such notice is directed.  Notices to Sponsor shall be sent as follows:  Colonial Downs Group, LLC, 10515 Colonial Downs Parkway, New Kent, VA 23124; Attention: EVP, Administration; with a copy to: Peninsula Pacific Entertainment, LLC, 29271 Centerville Road, LaMotte, IA 52054, Attention: Legal Department.  All notices to Recipient should be directed to the contact person listed in the Request.
9. Independent Contractors. The parties to the Agreement are acting as independent contractors and independent employers.  Nothing contained herein shall create or be construed as creating a partnership or joint venture relationship between the parties.  Neither party shall have the authority to bind the other party in any respect.
10. Governing Law. The agreement shall be construed and governed under the laws of the Commonwealth of Virginia, and the parties hereby irrevocably agree to submit to the jurisdiction and venue of the Courts in Richmond, Virginia to resolve any dispute arising hereunder.
11. Enforceability/Waiver. In the event that a court of competent jurisdiction holds that any particular provision or requirement of Terms and Conditions is in violation of any applicable law or is otherwise unenforceable, these Terms and Conditions shall be construed as if such provision or requirement were not written into the Terms and Conditions, or upon the request of either party, such provision or requirement may be reformed and construed in a manner which will be valid and enforceable to the maximum extent permitted by law.  The failure of either party to insist upon performance by the other of any of the Terms and Conditions and covenants hereof shall not be deemed a waiver of any subsequent breach or default in the Terms and Conditions and covenants herein contained.  The remedies of the parties provided for within this Agreement shall be cumulative with all other remedies that either party may have against the other party at law or in equity.