ADVERTISING AND PROMOTION AGREEMENT

            THIS ADVERTISING AND PROMOTION AGREEMENT (this “Agreement”) is entered into as of the ____ day of ____________, 2021 (the “Effective Date”), by and between Delaware Retiree, LLC, a Delaware limited liability company, d/b/a Delaware Retiree Connection™ (“Publisher”), and [_____], a [_______] (“Advertiser”).

            In consideration of the mutual promises and covenants contained in this Agreement, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.     Advertising. Publisher agrees to provide the Internet-related advertising, and for the term, specified in Exhibit “1”, attached hereto and incorporated herein for all purposes (the “Services”). Any advertising submitted by Advertiser must be in form and substance reasonably acceptable to Publisher. Advertiser acknowledges that Publisher has not made any guarantees with respect to usage, statistics, or levels of impressions for any advertising except where expressly stated in the Exhibit “1”. To the extent Publisher provides Advertiser with estimated usage it does so only as a courtesy to Advertiser, and Publisher shall not be held liable for any claims related to usage.

2.     Payment. Advertiser shall pay the fees set forth in Exhibit “1” to Publisher, due and payable as indicated therein.

3.     Indemnity. Advertiser shall at all times defend, indemnify and hold harmless Publisher and its officers, managers, members, employees, accountants, attorneys, agents, affiliates, subsidiaries, successors, and assigns from and against any and all third-party claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses, arising solely and exclusively out of the content of Advertiser’s advertisements provided to Publisher by Advertiser and served by Publisher pursuant to this Agreement and/or any materials provided to Publisher by Advertiser to which users can link through those advertisements. As a condition of Advertiser’s obligations to indemnify Publisher as provided in this section or elsewhere in this Agreement, Publisher shall (so long as Publisher is not obligated to incur any cost or expense): (i) give Advertiser written notice in reasonable fashion and detail of any event or circumstances to Publisher’s knowledge or awareness that might result in a claim for indemnification hereunder along with copies of all documents, pleadings, correspondence and the like supporting such claim; (ii) fully cooperate with Advertiser in the defense and settlement of such claims; and (iii) fully cooperate with Advertiser in all other aspects of the performance of the engagement. Advertiser shall have the right to control the defense of any action of such claim and all negotiations for its settlement with legal counsel reasonably satisfactory to Publisher, provided that Publisher shall be allowed to participate in such defense; provided, however, that if Publisher fails or refuses to timely consent to the settlement of a claim which includes a release of Publisher, then and in such event, Advertiser’s obligations to indemnify Publisher for such claim pursuant to this section or otherwise shall thereafter be limited to the amount set forth in such settlement proposal. In no event shall Advertiser be required to indemnify Publisher or any other party for (i) any claims, actions, demands, losses, causes of action, costs and expenses arising out of, resulting from, or related to the gross negligence or willful misconduct of Publisher or any other indemnified party, or (ii) any claims of any nature arising out of, resulting from, or relating to any changes in applicable statutes, laws, regulations, rules, policies, procedures, or the like effective from and after the date Advertiser provides materials hereunder. Any claim for indemnification under this section must be made within twelve (12) months following Publisher’s knowledge or awareness of such indemnification claim.

4.     Limitation of Liability.

            (a)      UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY CLAIMING BY OR THROUGH SUCH OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS, COSTS OF DELAY, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF SUCH PARTY HAS BEEN ADVISED AS TO THE LIKELIHOOD OF SAME.

            (b)     EXCEPT WITH RESPECT TO BREACHES OF CONFIDENTIALITY OR AS OTHERWISE PROVIDED FOR HEREIN, IN NO EVENT SHALL EITHER PARTY BE LIABLE IN ANY WAY FOR AN AMOUNT GREATER THAN THE PAYMENT OWED TO PUBLISHER UNDER SECTION 2 ABOVE.

5.     Reports. During the term of this Agreement, Publisher shall provide to Advertiser the reports specified Exhibit “1” regarding the advertisement hereunder.

6.     Counterparts and Facsimile Signatures. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, but all of which together shall constitute a single instrument. Facsimile or electronic signatures are acceptable and deemed original signatures.

7.     Intellectual Property Rights. Neither party will acquire any ownership interest in each other’s intellectual property. During the term of this Agreement, Publisher shall have the right to place Advertiser’s logo, trade name and trademark on any advertising from Advertiser and to otherwise use such items in connection with the purposes of this Agreement.

8.     Force Majeure. Neither Publisher nor Advertiser shall be liable to the other for any failure or delay in its performance due to any cause beyond its control, including acts of war, acts of God, earthquake, riot, sabotage, labor shortage or dispute, internet interruption, government acts, deleterious effects caused by a pandemic, and other similar events. Nothing in this provision shall be grounds for a party to use to avoid making a payment to the other party here under.

9.    Compliance with Laws. In the performance of this Agreement, each party shall at all times comply with all applicable governmental laws, statutes, ordinances, rules, regulations, orders, and other requirements. In the event that the other party’s assistance is necessary to achieve such compliance, the party shall promptly notify such other party. Upon a party’s request, the other party shall provide such party with documentation demonstrating the party’s compliance. After reasonable notice and under reasonable conditions, each party shall have the right to inspect and copy any records of the other party regarding such compliance.

10.     Miscellaneous. This Agreement (including Exhibit “1”) constitutes and contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior or contemporaneous oral or written agreements. Each party acknowledges and agrees that the other has not made any representations, warranties or agreements of any kind, except as expressly set forth herein. This Agreement may not be modified or amended, except by an instrument in writing signed by duly authorized officers of both of the parties hereto. This Agreement will be deemed entered into in Delaware and will be governed by and interpreted in accordance with the laws of the State of Delaware, excluding that body of law known as conflicts of law. The provisions of this Agreement relating to payment of any fees or other amounts owed, indemnification, confidentiality, limitations of liability and intellectual property shall survive any termination or expiration of this Agreement. The terms of this Agreement are the confidential information of Publisher. This Agreement has been negotiated and drafted by both parties, with counsel from both parties reviewing the document. The language in this Agreement shall be construed as to its fair meaning and not strictly for or against either party.

11. Consent to Jurisdiction.

            (a) This Agreement and the duties and obligations of the parties hereunder shall be enforceable against any party in any Delaware state court or any federal court located in the State of Delaware. For such purpose, each party hereby irrevocably submits to the non-exclusive jurisdiction of any such court, and agrees that all claims in respect of this Agreement may be heard and determined in any such court.

            (b) Each party hereby irrevocably agrees that a final judgment of any court specified above in any action or proceeding relating to this Agreement shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date by their respective officers thereunto duly authorized.

Exhibit “1”

Description of Services:

Term of Services:

Special Terms (if any):

Fees:

Fee Payment Schedule:

Reports to be provided to Advertiser: