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This is a legally binding contract. Please read it carefully.

This contract (the “Agreement”) sets forth the agreement between You and Your organization (“Contingent”, “You” or “Your”) and the Gay Pride Celebration Committee of San Jose, Inc. (“GPCCSJ”, “SV Pride”, “We”, “Us”, or “Our”) as a participant in the Silicon Valley Pride Celebration and Parade (the “Celebration”) which is for the current year parade (the “Celebration Dates”), as a Parade Contingent.

Binding Effect.  The signature on this form (or electronically through contract, form sign-up, or other means) binds all officers, members, agents, employees, volunteers, and Contingent Members (“Participants”) in the Parade Contingent and the person signing it represents and warrants that s/he has the authority to bind the Contingent to this contract.  The Contingent agrees to inform its Participants about and make certain that they abide by all policies, regulations, and guidelines concerning the Pride Celebration, and agrees to follow the instructions of GPCCSJ staff and volunteers.


Contract Term.  This Agreement shall commence as of the date upon which this Agreement is executed by the Contingent and end as of the final day in September of the current year (“Term”).


By agreeing to participate as a Parade Contingent, you agree to follow all posted guidelines regarding health and safety rules, along with all CDC rules, regulations, and guidelines in place at the time of the Parade.

You agree to practice appropriate “social distancing” and to wear face coverings at all times in any and all posted locations, and you are encouraged to maintain these preventative practices even where not posted in order to reduce the risks of exposure to COVID-19.  BECAUSE COVID-19 IS EXTREMELY CONTAGIOUS AND IS SPREAD MAINLY FROM PERSON-TO-PERSON CONTACT, WE CANNOT GUARANTEE THAT OUR PARTICIPANTS, VOLUNTEERS, PARTNERS, OR OTHERS IN ATTENDANCE WILL NOT BECOME INFECTED WITH COVID-19.

In light of the ongoing concern of COVID-19, individuals who fall within any of the categories below should not attend the Parade, Festival, related events, and/or other face-to-face fundraising activities. By attending the Parade and all related events, you certify that you do not fall into any of the following categories:  

  1. Individuals who currently or within the past fourteen (14) days have experienced any symptoms associated with COVID-19, which include fever, cough, and shortness of breath among others;

  2. Individuals who have traveled at any point in the past fourteen (14) days either internationally or to a community in the U.S. that has experienced or is experiencing sustained community spread of COVID-19; or  

  3. Individuals who believe that they may have been exposed to a confirmed or suspected case of COVID-19 or have been diagnosed with COVID-19 and are not yet cleared as non-contagious by state or local public health authorities or the health care team responsible for their treatment.

  4. You agree to ensure that all members and volunteers of your Parade Contingent engage in self-monitoring for signs and symptoms of COVID-19 (symptoms typically include fever, cough, and shortness of breath) and, seek medical advice and assistance if anyone experiences symptoms of COVID-19 within 14 days after participating in the Parade or related activities. You are encouraged to contact us at, if any member of your Parade Contingent is diagnosed with COVID-19 within 14 days after your participation in the Parade or related activities.


ASSUMPTION OF THE RISK. I acknowledge and understand that my participation in the Parade and all related events includes possible exposure to and illness from infectious diseases including but not limited to COVID-19. While particular rules and personal discipline may reduce this risk, the risk of serious illness and death does exist. I KNOWINGLY AND FREELY ASSUME ALL SUCH RISKS RELATED TO ILLNESS AND INFECTIOUS DISEASES, SUCH AS COVID-19, even if arising from the negligence or fault of GPCCSJ. I hereby knowingly assume the risk of injury, harm, and loss associated with the activity, including any injury, harm, and loss caused by the negligence, fault, or conduct of any kind on the part of GPCCSJ.

RELEASE. I acknowledge the health risks associated with my participation in the Parade and all related activities, including but not limited to transient dizziness, lightheaded, fainting, nausea, muscle cramping, musculoskeletal injury, joint pains, sprains and strains, heart attack, stroke, or sudden death.  I agree that if I experience any of these or any other symptoms during the Parade, I will discontinue my participation immediately and seek appropriate medical attention.  I DO HEREBY RELEASE AND FOREVER DISCHARGE THE GPCCSJ FROM ANY CLAIM WHATSOEVER THAT ARISES OR MAY HEREAFTER ARISE ON ACCOUNT OF ANY FIRST AID, TREATMENT, OR SERVICE RENDERED IN CONNECTION WITH MY PARTICIPATION IN THE ACTIVITY. 

Other terms and conditions:

  1. Non-Discrimination.  The signatory of this contract also represents and warrants that the Contingent does not discriminate in hiring, employment, participation, or services rendered based on the fact or perception of a person’s race, color, creed, religion, national origin, ancestry, age, sex, sexual orientation, gender identity, domestic partner status, marital status, disability, or HIV status.

  2. No Third Party Sponsorships.   Signatory of this application also affirms that the Contingent is not sponsored by, and will not display or distribute logos, trademarks, products, advertising, or promotional materials from any third party organization or business and does not represent or is not itself a franchise holder of a retail or wholesale chain corporation.  Third parties, i.e. someone other than the named Contingent, may sponsor or participate with You only with the express written consent from GPCCSJ, and such consent is in the sole discretion of GPCCSJ.  Such permission, if granted, may be limited by existing third-party sponsorship agreements and may include additional fees and conditions.

  3. No Beverage Sales Permitted.  SV Pride has a separate beverage program and no Contingent may sell or otherwise distribute beverages (whether alcoholic or non-alcoholic) of any kind to the Public.  Distribution of beverages to Your Parade Contingent Participants is permitted.  Contingents or Participants found to be in violation of these rules are subject to immediate expulsion from the Parade Assembly Area, Parade Route, or Celebration Site, with no refund of fees paid without prejudice to SV Pride’s right to other claims or damages.

  4. Right to Participate Revocable.  GPCCSJ has legal possession and control of the Celebration Streets, the Celebration Site, and the surrounding closed streets on the Celebration Dates, pursuant to approved street closure with the City of San Jose and County of Santa Clara.  GPCCSJ reserves the right to remove any person, Contingent, or Participant from the assembly area, Parade, or Celebration Site who, in its sole discretion, hinders the safety or progress of the Celebration, or places other Participants or spectators in physical danger, or whose participation is inconsistent with the purposes and objectives of the Celebration.   GPCCSJ additionally reserves the right to publish this signed agreement, in whole or in part, in support of its purposes and objectives. GPCCSJ may remove any person, or Parade Contingent or Parade Contingent Member for any reason.

  5. Contingent’s Duties.  The Contingent agrees, in addition to all the other terms of this Agreement:

    1. Contingent Monitors.  Every contingent MUST provide Contingent Monitors who have attended full Contingent Monitor Training.  Each Contingent will need staff/volunteers who will commit themselves to walking the entire Parade route with Your contingent and who will act as a safety monitor for Your contingent.  Each must also attend contingent monitor training.

    2. Contingent Monitor Training.    All contingent monitors are  REQUIRED  to attend a Contingent Monitor  Training  (“Training”),  even if they attended a Training last year or in previous years.   A schedule of Training will be provided in Your Parade confirmation packet and will be listed on the GPCCSJ website, after July 25. The training maybe provided via a video, which the Contingent will certify as having reviewed and watched.  The Training takes place in San Jose at venues at GPCCSJ’s sole discretion.

  6. Guidelines.   Comply with the GPCCSJ’s Contingent Guidelines c. c.    Guidelines.   Comply with the GPCCSJ’s Contingent Guidelines and the requests of its Board, Parade Manager, staff, volunteers, and security personnel before, during, and after the Celebration.

  7. Taxes.  Contingent is solely responsible for calculating, reporting, and paying to the IRS, State, and Local Governments all taxes arising from the sale of applicable items.

  8. Solicitation of Money: Contingents and/or Contingent Participants are not permitted to solicit funds without the express written permission of SV Pride.  Such permission, if granted, may include additional fees and conditions.

  9. Copyrights.  All copyrights in all Works (including all reproduction rights) created under the Agreement, consideration for which is paid by SV Pride using nonprofit funds, shall vest initially in and be the property of SV Pride.  To the extent it may be found that is not the case by operation of law, you hereby transfer all copyrights in and to all Works created under the Agreement to SV Pride.  SV Pride may register all copyrights with the U.S. Office of Copyrights upon completion of a Work.  You may retain samples of such creations for reference and as documentation of your experience and capabilities.  A “Work” is a work prepared by you within the scope of your services for SV Pride.

  10. Confidentiality.  Each party agrees that during the course of this Agreement, information that is confidential or proprietary belonging to either party or to their third party suppliers may be disclosed to the other party, including but not limited to information with respect to all information, technical data, or know-how, including, but not limited to, that which relates to a disclosing party's research, products, hardware, software, designs, inventions, ideas, processes, drawings, business plans, product implementations,  financial information, marketing techniques, business operation and systems, pricing policies, information concerning employees, customers, and/or vendors disclosed by one party to another in writing, orally, by inspection, or otherwise (“Confidential Information”). A party receiving Confidential Information from the other party shall not

    1. disclose such Confidential Information to any third party, or

    2. use such Confidential Information for any purpose other than is necessary to fulfill their respective obligations under this Agreement unless both parties agree to the disclosure and/or use in writing.

  11. Confidential information shall not include information that:

    1. is at the time of its disclosure, or became part of the public domain through a source other than the receiving party,

    2. was known to the receiving party as of the time of its disclosure,

    3. is independently developed by the receiving party without use or reference to the Confidential Information,

    4. is subsequently learned from a third party not under a confidentiality obligation to the providing party or

    5. is disclosed in accordance with the order or requirement of a court or regulatory authority, provided however, that the receiving party shall provide prompt notice thereof to enable the providing party to seek a protective order or otherwise legally prevent such disclosure.

  12. Each party shall not make any disclosure of the Confidential Information to anyone other than to its employees who have a need to know in connection with this Agreement. The rights and obligations of this Section “CONFIDENTIALITY” shall survive the Term of this Agreement.

  13. Photographs and Grant of Rights.  The Contingent and all Contingent Participants grant GPCCSJ the right to take still or moving photographs, video, digital, audio, or other recordings (“Photographs”), and to reproduce, display, distribute, perform, digitize, transmit, broadcast, and otherwise use those Photographs, in any and all media and manners now known or hereafter discovered throughout the world in perpetuity in whole or in part, modified or altered, either by themselves, or in combination with other photographs or materials,  The Photographs may be used by GPCCSJ for any purposes whatsoever including, without limitation, all promotional and advertising uses, on its web site, and for other purposes.  The Contingent expressly agrees to inform its Participants that they are granting these rights in consideration of the opportunity to participate in the Celebration.  The Contingent hereby forever releases and discharges SV Pride from any and all claims, actions, and demands arising out of or in connection with the use of the Photographs, including, without limitation any and all claims for invasion of privacy, publicity rights, defamation, trademark rights, and all other rights.  The Contingent waives all rights to royalties, license fees, or other compensation related to the use of the Photographs.

  14. Disclosure of Information.  SV Pride may be required to disclose financial information, contracts, information about salaries and other employee information, and other information to government agencies or other publicly or privately administered grants (“Grants”), in SV Pride's public federal and state tax returns, and elsewhere in accord with local, state and federal "sunshine" or other disclosure laws and regulations that now or may in the future apply to SV Pride.  You are hereby put on notice that SV Pride may be required to disclose information that You provide to SV Pride to government agencies and elsewhere pursuant to regulations, law, or subpoena.   You hereby agree that SV Pride may do so and further You agree that SV Pride shall have no liability or obligation to You whatsoever when it does so in compliance with Grants, or in response to government agencies, including but not limited to the City of San Jose, the California Attorney General, or the Internal Revenue Service.   You hereby fully and completely waive and release any and all claims that arise from or are associated with SV Pride's release of information pursuant to local, state, or federal rules, regulations, and laws, or under the terms of its agreements with government agencies.

  15. Reliance on Data.  SV Pride shall be entitled to rely upon data, information, and representations provided by You.  If any error results from incorrect data supplied by you, You shall be responsible for discovering and reporting such error and supplying the data necessary to correct such error to SV Pride.

  16. Limitation on Damages.    GPCCSJ  shall make reasonable efforts to hold the  Celebration, and to secure the necessary permits and funding to make the Celebration possible.   GPCCSJ  does not guarantee the Celebration will be held, or that even if scheduled, it will not be canceled due to weather or any other circumstance, including the order of city, state, or federal officials, or any other reason in GPCCSJ’s sole and absolute discretion. GPCCSJ IS NOT AND SHALL NOT BE HELD LIABLE TO CONTINGENT  (OR TO ANY PARTICIPANT OR OTHER PERSON CLAIMING RIGHTS DERIVED THEREFROM)  IN CONTRACT,  TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE  AND MISREPRESENTATION) OR OTHERWISE  FOR ANY DAMAGES WHATSOEVER,  INCLUDING, WITHOUT LIMITATION,  TO PERSON OR PROPERTY, ECONOMIC,  INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND AS A RESULT OF BREACH OF ANY REPRESENTATION, WARRANTY,  COVENANT OR OTHER TERM OF THIS AGREEMENT, INCLUDING, WITHOUT  LIMITATION,  ANY FAILURE  OF PERFORMANCE  RESULTING  FROM  GPCCSJ PROVISION  OF THE CELEBRATION,  REGARDLESS  OF WHETHER GPCCSJ WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW  OF THE POSSIBILITY  OF SUCH  DAMAGES.   In the event that this section is held invalid for any reason whatsoever, GPCCSJ’S total, aggregate liability under this Agreement shall in no circumstance exceed a refund of the total amount of fees (not to include any expense reimbursements) actually paid by Contingent to GPCCSJ hereunder in full and complete satisfaction of any damages or loss arising from or related to any act or omission giving rise to such claim.

  17. No Warranties.  Except as otherwise expressly set forth herein, GPCCSJ makes no warranties, guarantees, or representations of any kind, express or implied, with respect to the operation, capacity, speed, functionality, qualifications,  or capabilities of the Celebration,  services,  goods or personnel resources provided hereunder,  including, without limitation, any implied warranty of merchantability or fitness for a particular purpose.

  18. Tort Claim Waiver.   In addition to and not in limitation of any other provision of this  Agreement, Contingent hereby knowingly, voluntarily, and intentionally waives any right to recover from GPCCSJ any losses or damages in any action brought under tort theories, including, without limitation, personal injury, injury to property, negligence, misrepresentation,  product liability, defamation, and/or arising from relating to the quality or performance of the Services provided by GPCCSJ, its directors, staff, volunteers, agents or other representatives hereunder.

  19. No Personal Liability.   Without a waiver,  and in addition to and not in limitation of any other provision of this Agreement, in the event that GPCCSJ is found liable by any court of competent jurisdiction or agrees pursuant to mediation, settlement, or otherwise to pay for any damages whatsoever related to its performance of its obligations hereunder, such damages shall apply to GPCCSJ only and not to any officer, director, employee, agent, representative, volunteer, or other person acting on behalf of GPCCSJ.

  20. Early Statute of Limitations.   No lawsuit or other action may be brought by Contingent or any Participant on any claim or controversy based upon or arising in any way out of this Agreement or the Celebration after six (6) months from the earlier of (a) the date on which the cause of action arose regardless of the nature of the claim or form of action, whether in contract, tort (including, without limitation, negligence and misrepresentation) or otherwise, or ( b) the end of the last day of the Celebration.

  21. Injuries.    You waive any rights to recovery from SV Pride for any personal, property, or other injuries that You may sustain while performing services or providing goods in connection with the Agreement, including but not limited to injuries that are a result of Your negligence, omissions, misconduct or that of any of Your assistants, employees, agents, subcontractors, volunteers, and others acting on Your behalf.    You acknowledge Your obligation to obtain appropriate insurance coverage for Your services, goods, activities, and participation in relation to SV Pride as set forth in the Insurance provision below.

  22. Insurance.  Unless this obligation is expressly waived in the Agreement, and during the Term of the Agreement, You shall maintain the following types of insurance coverage:  1) general commercial or personal liability insurance in amounts not less than $1,000,000.00 per claim and $2,000,000.00 aggregate; 2) vehicle insurance in the same amounts to cover any and all vehicles (including but not limited to cars, trucks, and motorcycles) used in connection with or under the Agreement; and 3) workers compensation insurance to cover all of Your employees. Before beginning any services to or participation with SV Pride You shall provide a declaration page as proof of such insurance to SV Pride showing SV Pride as an additional insured and, if required by SV Pride, also naming the City of San Jose as additional insured’s for the duration of the Celebration and preparation for it.  SV Pride shall not be liable whatsoever for any claim against SV Pride that would otherwise have been covered by such insurance, and You shall defend, indemnify, and hold SV Pride harmless from all such claims.  In addition, You shall surrender the proceeds of any insurance claim that is related to any claim against SV Pride for which SV Pride has been obligated to pay by settlement, judgment, or award.

  23. No Drugs, No Smoking, No cannabis, No Shrooms, and Compliance with City, County, and State Laws and Regulations. By being a Contingent at Silicon Valley PRIDE, you agree to comply with all regulations, laws, and requirements as set by the City of San Jose, the County of Santa Clara, and the State of California. This includes but is not limited to, no illegal drugs, no smoking, no cannabis or shrooms, and no other substances deemed illegal by the City, State, or County governments while being a Contingent at Silicon Valley PRIDE and participating in the setup or during the parade.

  24. Indemnification.

    1. (a)   Scope.  Each party (the “Indemnifying Party”) shall indemnify, defend, and hold harmless the other party (the “Indemnified Party”), its affiliates, and their respective directors, officers, employees, agents, customers, volunteers, contractors, sponsors, funders, insurers, attorneys, successors and assigns, from and against any and all third-party claims, suits, or judgments, whether valid or invalid (each a “Claim”), and from all damages, liabilities, costs and expenses whatsoever (including reasonable attorneys' fees) (“Costs”) which the Indemnified Party shall incur, directly or indirectly, arising from or in connection with any matter contemplated herein or in the Agreement, including without limitation: (a) any claim or action for or relating to personal loss, injury, death, property damage or otherwise suffered by participants, spectators or others (or their relatives) at or in preparation for or clean-up after the Celebration; (b) in connection with provision of services or goods under the Agreement; or (b) any payment owed by the Indemnified Party to third parties involved with the Celebration or provision of services or goods in connection with the Agreement.  Nothing herein provides any indemnification by one party to the other party to the Agreement for the Indemnified Party’s breach, misrepresentation, or nonperformance under the Agreement.  The obligations set forth in this paragraph shall survive termination of the Agreement.

    2. (b)   Indemnification Procedure.  The Indemnified Party shall tender to the Indemnifying Party reasonably prompt written notice of the existence of any Claim or Costs that it desires for the Indemnifying Party to defend and indemnify the Indemnified Party.  In the event that the Indemnified Party asserts any Claim for defense and indemnity against the Indemnifying Party, the Indemnifying Party shall have the obligation to timely defend the Indemnified Party from any such Claims with counsel of the Indemnifying Party’s choice at the Indemnifying Party’s sole cost and expense.  In any such action or proceeding, the Indemnified Party also shall have the right to retain its own counsel, at its sole cost and expense.  In the event the Indemnifying Party fails to timely defend the tendered Claim, the Indemnified Party may retain its own counsel to defend the Claim, at the Indemnifying Party's sole cost and defense until the Indemnifying Party assumes defense of the Claim with and by its own counsel.  The parties shall cooperate in the defense of all third-party claims which may give rise to an indemnifiable Claim hereunder.

  25. Assignment.  Your obligations under this Agreement may not be assigned or transferred to any other person, firm, corporation, or entity without the prior written consent of the SV Pride.

  26. Dispute Resolution.

    1. Alternative Dispute Resolution.  The Parties agree to meet and confer in good faith to attempt to resolve any dispute arising out of or related to this Agreement, which conference may be held in person or by teleconference or video conference.  Nothing herein shall limit a party's right to seek injunctive relief in the courts, separate and apart from these alternative dispute resolution provisions, to stop any unauthorized use of any intellectual property (including trade secrets) beyond the scope of or in breach of permitted uses set out in this Agreement, if any.

    2. Mediation.  Disputes that are not resolved by meeting and conferring, and that exceed the jurisdiction of small claims court, shall be submitted to mediation in San Jose, California as quickly as a mediator is available but not longer than forty-five days after one party’s written mediation demand to the other. Mediation shall be held under a mutually agreeable mediator, or, if one cannot be found, under the rules of JAMS ("JAMS").  Each party shall bear its own costs of mediation.  Each may have counsel present and shall bear their own attorney’s fees, if any, unless otherwise agreed.

    3. Arbitration.  If the dispute cannot be resolved by mediation, and it exceeds the jurisdictional limits of small claims court, the dispute shall be submitted to binding arbitration in San Jose as quickly as an arbitrator is available but not longer than ninety days after the unsuccessful mediation.  The arbitration shall be held under only one mutually agreeable arbitrator, or, if one cannot be found, under the rules of JAMS ("JAMS").

      1. It is agreed that the arbitrator may order limited discovery, including initial disclosures consistent with the initial disclosure provisions of F.R.C.P. Rule 26, document production, and no more than one party deposition and one non-party deposition for each side.  It is agreed that the arbitrator shall be empowered and permitted to grant preliminary and permanent equitable relief in addition to awarding damages.  Each shall have the right to be represented by counsel arbitration if that party so desires. The Parties shall keep confidential the existence of the claim, controversy, or disputes from third parties (other than the arbitrator and persons who will or are likely to appear as witnesses in the arbitration), and the determination thereof unless otherwise required by law or necessary for the business of SV Pride.

      2. The arbitrator shall be required to apply applicable law.  The arbitrator may not revise or alter the terms of this Agreement.  The arbitrator shall not have the right to award punitive damages, consequential damages, lost profits, or speculative damages to either party and may award only reasonable attorneys' fees.  The Parties agree to abide by all decisions and awards rendered in the arbitration.  Decisions and awards rendered by the arbitrator, including any decision about which party shall pay costs and/or attorneys’ fees, shall be final and conclusive and may be entered in any court having jurisdiction thereof as a basis of judgment and of the issuance of execution for its collection.  IF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES NOT APPLICABLE, THEN EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO.

  27. Transmission of Data.   If the Celebration or preparation for it requires transportation or transmission of data between GPCCSJ and Contingent, the responsibility and expense for transportation and transmission of, and the risk of loss for, data and media transmitted between  GPCCSJ  and the Contingent shall be borne by the Contingent; provided, however, that no Party shall be liable for any loss resulting from the other Party’s gross negligence, willful misconduct or other bad faith action or omission.

  28. Force Majeure.    GPCCSJ  shall  not  be  liable  for  a  delay  in the  Celebration  or  its  performance of  its obligations and responsibilities  under this Agreement due to causes beyond its control, including, without limitation, weather, interruption or failure of telecommunication  or digital transmission links, war, strikes, lockouts or work stoppages or other labor difficulties, supplier failures (including failure of performance of any carrier), energy failures, embargo, national, regional, or local emergency, insurrection or riot, acts of the public enemy, fire, flood, or other natural disaster, vandalism, explosion, any federal, state or municipal law, order, regulation, direction, action or request, breaches or delays, damage  to or destruction  in whole or in part of the streets, sidewalks,  civic center,  telephone  or cable lines or electrical energy systems, inability to obtain telephone or cable service or electricity, or damage to or destruction in whole or in part of any components essential to connection to the Internet or any other causes, contingencies, or circumstances within or without the United States

  29. Construction.   In the event of any dispute between the Parties, this Agreement shall be construed as a whole, shall be interpreted in accordance with its fair meaning, and shall not be construed strictly for or against either Party as the drafter thereof or otherwise (both Parties acknowledging that Contingent has been advised to consult with an attorney regarding the terms and conditions of this Agreement prior to execution of this Agreement).   Section headings are for convenience only and shall not be used to interpret the meaning of any provision or term of this Agreement.

  30. Events of Default.  It shall be an event of default hereunder by SV Pride if SV Pride materially breaches this Agreement, and such breach remains uncured for a period of thirty (30) days after written notice thereof from You to SV Pride.  It shall be an event of default hereunder by You if (a) You fail to pay any sums when due pursuant to this Agreement, within thirty (30) business days of receipt of written notice that such payment is overdue; (b) You materially breach this Agreement, and such breach remains uncured for a period of thirty (30) days after written notice thereof from SV Pride to you, (or, in the case of a breach relating to obligations set forth in Sections 1, and Sections 2 thru 26 herein, such breach is not cured in five (5) days); or (c) You are adjudicated as insolvent, or declare bankruptcy, or file, or have filed against you, any petition in bankruptcy, or fail to continue Your business.

  31. No Modifications; Entire Agreement.   This Agreement may be modified only by a written agreement signed by each Party.   This Agreement constitutes the entire agreement between the Parties with respect to the Celebration and supersedes all prior agreements between the Parties.   Failure or delay to exercise any right or remedy available under this Agreement shall not act as a waiver of any other right or remedy, nor shall any single or partial exercise of any right preclude any other or further exercise thereof.   No waiver of any of the provisions of this Agreement shall be deemed or shall constitute,  a waiver of any other provisions, whether or not similar, nor shall any waiver constitute a continuing waiver of any such right or remedy.   No waiver shall be binding unless executed in writing by the Party waiving any such right or remedy.   All remedies shall be cumulative and non-exclusive.

  32. Successors.   This Agreement shall be binding upon each Party and its successors and assigns and shall inure to the benefit of each Party and to its successors and assigns.  The Contingent may not assign any of its rights, duties, or obligations under this Agreement without the prior written consent of GPCCSJ, provided, however, that the Contingent may assign its rights, duties, or obligations under this Agreement in the event of a Change of Control (as defined below) of Contingent, so long as GPCCSJ’s rights, duties or obligations under this Agreement are not materially and adversely affected.  The term “Change of Control” shall refer to (a) the liquidation, winding-up, or dissolution of the Contingent, whether involuntary or involuntary, (b) the sale of all or substantially all of the assets of the Contingent, or (c) the sale, merger, or consolidation of the Contingent in which the holders of the securities of the Contingent immediately prior to such transaction(s) hold less than fifty percent (50%) of the voting power of the surviving entity after such transaction(s).   Any reorganization of the Contingent for the sole purpose of incorporation in another state shall not be deemed a Change of Control.

  33. General Provisions.  This, along with the Agreement, and any other Schedules attached hereto, constitutes the Parties’ entire Agreement.  These General Terms and Conditions apply to all of SV Pride's contracts and contractors.  It supersedes any and all prior agreements whether written or oral, and may be amended only by a separate writing.  Any document referred to herein is incorporated by reference.  No waiver or amendment, including those by custom, usage of trade, or course of dealing, of any provision of this Agreement will be effective unless in writing.  One party’s waiver of any default or breach under this Agreement by the other shall not constitute a waiver of any subsequent default or breach.  This Agreement shall be construed using the laws of the State of California, except as they apply to conflicts of law.  The language in all parts of this Agreement shall be construed as a whole in accordance with its fair meaning, not for or against any party, and without regard to any statutes which provide for the language of an agreement to be construed against the drafter.  If any provision of this Agreement is determined to be unenforceable, that provision shall be severed, and all other provisions shall remain in effect.  The Parties consent to the jurisdiction of any federal or state court within San Jose, California.  This Agreement shall bind and be for the benefit of the Parties and their heirs, fiduciaries, successors, and assigns, subject to the restrictions on assignment set out above.  Correspondence will be to the Parties at the addresses on the front page of the Agreement, or to such other places that the Parties designate from time to time in writing.  No party hereto has relied upon any other promise, representation, or warranty, other than those contained herein, in executing this Agreement.  The person signing this Agreement represents and warrants that s/he has the authority to sign it and to bind any company on whose behalf s/he purports to sign.  This Agreement may be signed in counterparts, which together shall constitute one contract.  Faxed documents or Electronic document signatures shall be construed to be as valid as originals.

  34. Survival: The provision of sections 9 through 21 and 23 through 30 shall survive termination of this Agreement.


By my signature below (or electronically via the SV Pride website) I show that I have read and clearly understand the information contained in this Agreement and the responsibilities accorded to me as a participating Parade Contingent at the Silicon Valley  Pride Celebration.


I further understand that there are no refunds for any applications received. I also understand that no contingent space may be reassigned to a third party without the express written approval of GPCCSJ. GPCCSJ reserves the right to remove a Contingent for any reason from the parade and bar their involvement, without refund, from the parade route should GPCCSJ deem it necessary in their sole discretion to do so for any reason whatsoever.



2024 Parade - February 2024 version

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