WorldatWork 2020 Total Rewards Canadian Conferencewell-being/benefits and Total Rewards. Why...

2 3 -2 5 S E P T E M B E R 2 02 0

T O R O N T OFAIRMONT ROYAL YORK

Thriving Employees, Winning Enterprises

SPONSOR PROSPEC TUS

worldatwork.org/events/2020-tr-canada

http://www.worldatwork.org/events/2020-tr-canada

worldatwork.org/events/2020-tr-canada 2

WorldatWork is pleased to present the

2020 Total Rewards Canadian Conference

with the support of these organizations:

CONTRIBUTOR

Atlantic Canadian Compensation Network

Reach the most influential HR professionals at the 2020 Total Rewards Canadian Conference and help them innovate today so they can positively impact tomorrow.

The WorldatWork 2020 Total Rewards Canadian Conference is the only place where Total Rewards and HR professionals can gather with like-minded peers and find practical solutions to challenges that Canadian organizations face in compensation, well-being/benefits and Total Rewards.

Why Participate?• Reach a concentrated audience of hundreds of Total Rewards

decision makers

• The event is biennial, take advantage of this infrequent opportunity to meet face-to-face with the WorldatWork Canadian audience

• Build relationships while networking to gain quality leads you can convert to sales

• Position your organization as a thought leader as you showcase your solutions and services

• Maximize your ROI with targeted exhibitor and sponsorship opportunities that will build your business

Help shape the future of total rewards.

S E P 2 3 -2 5 • TO R O N TOThriving Employees, Winning Enterprises

#TRCanada20



WHATDO WE DO?

WHATLEVEL ARE WE?

WHO DOWE WORK FOR?

5,000-20,000

22%

20,000+

23%

ARE FROM COMPANIES WITH500-5,000 EMPLOYEES

45%

500-5,000< 500

10%

ATTENDEESReach Your Target Audience

47%WORK IN

MID LEVEL POSITIONS

29%WORK IN

EXECUTIVE/ SENIOR LEVEL

POSITIONS

EMERGING LEVEL /CONSULTANT /

EDUCATOR / ACADEMICIAN

Compensation Only

36%Compensation

& Benefits

17%

All Human Resources Functions

10%Executive

Compensation

4%Other3%

Total Rewards30%

24%



$9,000 usd

Thursday Opening General Session with Keynote Speaker Available Sponsorships: 1

Be a part of the kick-off of this event by sponsoring the Opening Session and Keynote. This popular event will be sure to draw a large crowd, which equals great visibility for the sponsor. Sponsorship includes signage and table tents, table for sponsor collateral, a sponsor logo on the PowerPoint presentation that runs as delegates are seated, two minutes of mic time, one promotional piece, and two complimentary registrations.

$8,500 usd

Sponsored SessionAvailable Sponsorships: 3

Present your content and thought leadership in a sponsored session. This is an exclusive, limited opportunity to give a presentation to attendees during the educational portion of the confer-ence. Your session runs concurrently with WorldatWork sessions. Includes one complimentary registration, as well as the list of attendees who’ve selected your session.**Emails and phone numbers not included.

$7,000 usd

Wednesday Evening Welcome ReceptionAvailable Sponsorships: 1

Welcome guests to the event with your presence! Sponsorship includes signage and table tents in the reception space, table for sponsor collateral, one promotional piece, and one compli-mentary registration.

$7,000 usd

Thursday Networking ReceptionAvailable Sponsorships: 1

After a long day of sessions, attendees will come to the reception for food, drinks and networking. Sponsorship includes signage and table tents in the event room, table for sponsor collateral, one promotional piece, and one compli-mentary registration.

$5,500 usd

Exhibit/Tabletop DisplayAvailable Sponsorships: 14

Get noticed with your own tabletop display in the break area, logo on sponsor thank you signs, and two exhibitor badges.* *Does not include sessions.

$5,000 usd

BreakfastAvailable Sponsorships: 2 (1 each for Thursday and Friday)

Host a hot breakfast for all attendees on the final day of this event. Sponsorship includes signage and table tents, table for sponsor collateral, one promotional piece, and one compli-mentary registration.

$5,000 usd

Thursday LunchAvailable Sponsorships: 1

As attendees enjoy a much-needed break in the day, make a lasting impres-sion on them as the lunch sponsor. Sponsorship includes signage in buffet area, table for sponsor collateral, a sponsor logo on the PowerPoint presentation that runs as delegates are seated, two minutes of mic time, one promotional piece, and one compli-mentary registration.

$4,500 usd

Friday Boxed LunchAvailable Sponsorships: 1

Make an impression by having your company associated with the final conference event. Sponsorship includes signage at pick up space, one promotional piece, and one compli-mentary registration.

$3,500 usd

Networking BreakAvailable Sponsorships: 2 (Thursday), 1 (Friday)

Get attendees’ attention as the host of a networking break in between sessions, where your logo will be displayed on coffee sleeves and napkins.

SPONSORSHIP OPPORTUNITIES

NOTE: All prices are in USD

Sponsorship Benefits• Signage on item or at

sponsored event

• Mobile app listing with company logo, description, website link, social media and contact info.

• Listing on the WorldatWork website with a hyperlink to your company’s site

* Lists do not include email addresses or phone numbers.



$7,000 usd

Conference Tote BagAvailable Sponsorships: 1

Gain visibility by imprinting your logo on the official conference tote bag, and include a promotional piece inside. Provided to attendees at check-in, conference tote bags will be on display throughout the event and used by attendees afterward, giving your brand a lasting impression.

$6,000 usd

Conference T-ShirtAvailable Sponsorships: 1

Distributed to attendees, this co-branded item has longevity and will surely be worn even after the event is over. As the sponsor, you can design the artwork with your logo and message. You can choose to hand out T-shirts at your tabletop or have them given to attendees upon check-in for the event.

$5,000 usd

Conference LanyardAvailable Sponsorships: 1

This is an opportunity to have your logo worn by each attendee as they partici-pate in conference events. Lanyards are distributed at check-in with attendee badges.

$4,000 usd

Conference Water BottleAvailable Sponsorships: 1

Customized and co-branded with your logo and the event logo, this water bottle will be used over and over again by attendees, giving you continued exposure even after the conference ends.

$3,500 usd

Hotel Key Card & SleeveAvailable Sponsorships: 1

This item allows you to make a first impression as attendees check-in to the host hotel. As the sponsor, you design the artwork on the key card and sleeve. Make certain attendees not only see your brand, but also take action. Include a marketing message and/or QR code to further generate leads.

$3,000 usd

Conference NotebookAvailable Sponsorships: 1

Be the exclusive sponsor of this note-book, which will include a logoed pen, and a sponsor insert.

$1,750 usd

Hotel Room DropAvailable Sponsorships: 4

This opportunity is exclusive to one sponsor each day. Your marketing piece will be delivered under the room door of attendees at the host hotel. Room drop materials provided by sponsor.

$1,000 usd

Conference Website Home Page Slider AdAvailable Sponsorships: 3

Get noticed on the home page of the event site with a slider ad space that links to your website or desig-nated landing page.

$850 usd

Promotional PieceAvailable Sponsorships: 10

Get noticed by all attendees as soon as they arrive on-site with a promotional piece that will be put in the conference bag and given out at check-in.

VISIBILITY OPPORTUNITIES

NOTE: All prices are in USD

Mobile AppPush AlertsQuantity: 8Cost: $2,500 usd

Banner Ads Quantity: 8Cost: $2,500 usd

Enhanced ProfileIncludes expanded company description, social media and downloads/hyperlinksCost: $1,500 usd

Polling QuestionsAbility to poll once per event.

Quantity: 3Cost: $2,500 usd

Lead GenWith each scanning device: $250 usd

Use your own personal device: $200 usd

GamificationQuantity: 10Cost: $2,000 usd



LogosConference sponsors must submit their company logo via the exhibitor portal. It is important that WorldatWork receives your logo in three files: 1) vector-based (Adobe Illustrator preferred), 2) CMYK color, RGB EPS and grayscale EPS files, and 3) as a PDF file. Details for logo submission will be emailed to sponsors

WorldatWork, Inc. (“Company”)Policy on Anti-Spamming, Electronic Mail, Telephone, and Facsimile Advertising

(For Canada)

1. Unsolicited EmailsWorldatWork (“WaW”) does not send or permit it’s partners and/or those entities that it has a contractual relationship with (hereinafter “Vendors”) to send unsolicited commercial emails unless such emails strictly comply with applicable laws and regulations including, without limitation, Canada’s Anti- Spam Legislation, (“CASL”). All penalties for failing to comply with CASL or any other applicable law will be at the Vendor’s sole expense and liability, including but not limited to if they are assessed directly against WaW due to any Vendor’s noncompliance. Potential penalties under CASL are extremely high and may include an administrative monetary penalty of up to $10,000,000.Any email sent by an Vendor that promotes WaW, the WaW opportunity or WaW’s products and services must comply with the following:

a) Message Content• There must be a functioning return email

address to the sender.• There must be a notice in the email that

advises the recipient that he or she may reply to the email, via the functioning return email address, to request that future email solicita-tions or correspondence not be sent to him or her (a functioning “opt-out” notice).

• The email must indicate the name under which the Vendor carries on business, the name of WaW and a clear indication that the email is sent by the Vendor.

• The email must clearly and conspicuously disclose that the message is an advertise-ment or solicitation.

• The use of deceptive subject lines and/or false header information is prohibited.

• All opt-out requests, whether received by email or regular mail, must be honored. The Vendor must give effect to an opt- out request within 10 business days.

WaW may periodically send commercial elec-tronic messages (“CEM”) on behalf of Vendors. By entering into the Vendor Agreement, Vendor agrees that the Company may send such CEM’s and that the Vendor’s email addresses will be included in such CEM’s as outlined above. Vendors shall honor opt-out requests generated as a result of such CEM’s sent by the Company.b) Obtaining Consent to Send MessagesUnder CASL, a person who sends an unsolicited CEM, including an email, must have the expressor implied consent of the recipient of the message. To obtain express consent to send a CEM, you must:

CANADA’S ANTI-SPAM LEGISLATION

Have You Heard About CASL?Legislation was introduced in July 2014 that impacts the way you gather and track contact information. It is your responsibility to become familiar with the new requirements and put measures into place when collecting lead data. Here are some resources to help you learn more:

• Canadian Government CASL website: http://fightspam.gc.ca/eic/site/030.nsf/eng/home

• User-Friendly Guide developed by MailChimp: http://kb.mailchimp.com/accounts/compliance-tips/about-the-canada-anti-spam-law-casl

SPONSORSHIP OPPORTUNITIES

Dawn Jeffers | Visibility Manager 480-304-6784 [email protected]

Contact your Personal Visibility Partner!



• State the purpose for which you are seeking consent. (e.g. to send commercial email).

• State the name under which you carry on business.

• State that you are seeking consent on your own behalf and seeking consent for WaW.

• Provide at least one of your telephone number, email address, or web address.

• State that consent may be withdrawn.• Obtain the individual’s consent in a manner

that allows you to retain evidence of such consent. For example, provide a consent box they may click, or physically check. Do not create an assumed consent (e.g. a pre-checked box) or opt-out mechanism.

Implied consent to send a CEM will exist only where the recipient of the message:

• Has an “Existing Business Relationship” with the Vendor as the CEM recipient: − made a purchase, or accepted a business opportunity, from the Vendor within the two- year period immediately prior to the day on which the CEM is sent, or

− made an inquiry or application to the Vendor within the six-month period immediately prior to the day on which the CEM is sent.

• Has a “Family Relationship” with the Vendor through: − a legal parent/child relationship − marriage; or − common-law partnership; and − the Vendor and their relation have had voluntary, direct two-way communication.

• Has a “Personal Relationship” with the Vendor, based on direct voluntary two- way contact and it would be reasonable to conclude that the relationship is “personal” taking into consideration all relevant factors such as the sharing of interests, experiences, opinions and information evidenced in the communications, the frequency of communication, the length of time since the communication and if the parties have met in person.

• In all cases, there is no implied consent if the individual has indicated they do not wish to receive messages.

c) ReferralsCASL allows individuals to refer their friends and family to trusted companies and business people, and allows the company or business person who receives a referral to send one CEM to the referred person. However, to make a referral, a person must have a relationship with both the Vendor, and the person referred. The acceptable relationships are:

• Existing Business Relationships• Family Relationships• Personal Relationships

If a Vendor wishes to solicit referrals, the solici-tation must state that the referrer must have one of these relationships with the Vendor, and with

the person referred, and that the person referred has agreed to receive a CEM from the Vendor. The solicitation must state that the Vendor’s CEM will identify the person who makes the referral. An example of an acceptable referral would be an existing customer of the Vendor referring their friend to the Vendor.Once the Vendor receives a valid referral, they may send a single CEM to the person referred. The referral message must include the full name of the person who made the referral and must state that the message was sent as a result of the referral. The Vendor must then delete the referred email address, and not use it for other purposes or send further CEM’s to it, unless they receive consent to do so from the individual.A. Unsolicited Faxes. Except as provided per the Contract, Vendors may not use or transmit unsolicited faxes in connection with their WaW business.2. Telemarketing TechniquesCanada has laws that restrict telemarketing practices, which is regulated through the Canadian Radio-television Telecommunications Commission (CRTC). The CRTC has “do not call” rules. Although WaW does not consider Vendors to be “telemarketers” in the traditional sense of the word, these government regulations broadly define the terms “telemarketer” and “telemar-keting” so that your inadvertent action of calling someone whose telephone number is listed on the national “do not call” registry could cause you to violate the law. Moreover, these regulations must not be taken lightly, as they carry significant penalties. All penalties will be at the WaW Vendor’s sole expense and liability, including but not limited to if they are assessed directly against WaW due to any Vendor’s noncompli-ance. Therefore, Vendors must not engage in prohibited telemarketing in the operation of their WaW businesses and must not make repeat or harassing phone calls to Prospective WaW Vendors or Customers.The term “telemarketing” means the placing of one or more unsolicited “telecommunications” to an individual or entity to induce the purchase of a WaW product or service, or to recruit them to become a WaW Vendor. “Telecommunications” include both telephone calls and fax commu-nications. Both “Cold calls” and unsolicited fax messages made to prospective Customers or Vendors to promote either WaW’s products or services or to become a WaW Vendor constitute telemarketing and are prohibited, unless made in compliance with these Policies and Procedures and the applicable law.You may not initiate a “telemarketing telecommunication” unless you and your telemarketing telecommunications comply with requirements set out in the CRTC’s Unsolicited Telecommunications Rules, including all require-ments regarding the content and timing of such communications, as well as record keeping obligations, and registration with and payment of fees to the national “Do-Not-Call” operator.A “telemarketing telecommunication” includes sending a fax communication or making a telephone call, with or without the use of a

predictive dialing device or an automatic dialing- announcing device (ADAD) for the purposes of telemarketing.a) Sequential Dialing, Random Dialing and ADAD’sYou may not use sequential dialing for initiating a telemarketing telecommunication. However, you may use random dialing for this purpose, including a non-published or a non-listed number, except to telecommunications numbers that: (a) are registered on the National Do Not Call List; (b) are emergency lines; (c) are associated with healthcare facilities; and (d) are on your own do not call list.You may not initiate a telemarketing tele-communication via an ADAD (defined below) unless express consent has been provided by the consumer to receive a telemarketing telecommunication via an ADAD from you, and to what number you may make that telemarketing telecommunication.You will follow the rules regarding times telemar-keting calls can be made as specified in theTelemarketing Rules of Canada.An “ADAD” means any automatic equipment incorporating the capability of storing or producing telecommunication numbers used alone or in conjunction with other equipment to convey a pre-recorded or synthesized voice message to a telecommunications numberb) Telemarketing Through FaxUnsolicited telecommunications sent to fax numbers are governed by the CRTC’s Unsolicited Telecommunications Rules as set out above. You may not initiate a “telemarketing telecommunication” via fax, unless you and your telemarketing telecommunications comply with requirements set out in the CRTC’s Unsolicited Telecommunications Rules, these Policies and Procedures, and, the first page of the fax message must state in 12-point font or larger:

• the name of the Vendor,• the name of WaW,• the originating date and time of the fax,• the physical mailing address and a local

or toll-free telephone number and a fax telecommunications number that allows access to the Vendor.

CANADA’S ANTI-SPAM LEGISLATION



TUESDAY Sept. 228:00 am – 5:00 pm General Session Set Up

12:00 pm – 5:00 pm Exhibitor Set Up

WEDNESDAY Sept. 234:00 pm – 6:30 pm Registration Open

4:00 pm – 7:30 pm Exhibit Open

6:00 pm – 7:30 pm Welcome Reception

THURSDAY Sept. 247:30 am – 5:00 pm Registration Open

8:00 am – 9:00 am Breakfast

8:00 am – 6:00 pm Exhibits Open

9:00 am – 10:00 am General Session

10:00 am – 10:30 am Break

10:30 am – 11:30 am Concurrent Sessions (up to 3)

11:30 am – 12:30 pm Lunch

12:30 pm – 1:30 pm Concurrent Sessions (up to 3)

1:30 pm – 2:00 pm Break


3:00 pm – 3:30 pm Break


4:30 pm – 6:00 pm Networking event

FRIDAY Sept. 257:30 am – 12:00 pm Registration Open

8:00 am – 9:00 am Breakfast

8:00 am – 12:00 pm Exhibits Open


10:00 am – 10:30 am Break


11:30 am – 11:45 am Break

11:45 am – 12:30 pm Closing General Session

12:30 pm Boxed Lunch

Schedule at a GlanceSchedule subject to change

EXHIBIT HALL HOURSConnect with Attendees


02/13/20

For WorldatWork Use Only ID #_________________________________________________________________Total Due_____________________________________

Deposit Amt.___________________________Date Rec’d.______________________Balance Due___________________________Date Rec’d.______________________

Total $_____________________

worldatwork.org/events/2020-tr-canada

Company Name (Please Print) Date

Address

City State | Prov ZIP Code/Postal Code

Contact Name Title

Phone Fax

Contact Email Addresses Website Cell Phone

Accounts Payable Contact Email Address

Sponsorship Terms of Payment A 50% deposit is required upon submission of agreement or within 30 days of invoice date to reserve sponsorship. Sponsorship deposits are non-refundable. Final 50% balance is due by July 15, 2020. Agree-ments submitted after July 15, 2020 require payment in full. (Pre-event attendee list, sent 30 days prior to start of event, will only be provided upon receipt of full payment.)

Cancellations and refund requests must be submitted in writing. Cancellations received after July 15, 2020 will result in WorldatWork retaining full payment.

SignatureSponsor agrees to comply with all applicable laws and with the terms and conditions included in this application.

Authorized Representative

Signature

Date

23-25 SEPTEMBER 2020 | TORONTO | FAIRMONT ROYAL YORK

2020 Sponsor & Exhibitor Agreement

Event(s) or Item(s) Sponsored Amount

$

$

$

$

$

1

2

3

4

5

SPONSORSHIP SELECTIONPlease see 2020 prospectus for more details. NOTE: All prices are in USD.

Party is responsible for all taxes (including GST/HST if applicable) and the invoice submitted for the goods or services purchased shall include all taxes

Dawn JeffersVisibility Manager, Events Advertising, Sponsored Content and Lead Gen Phone: 480-304-6784 Email: [email protected]

SEND AGREEMENT TO:

WorldatWork 14040 N. Northsight Blvd. Scottsdale, AZ 85260 Fax: 480-483-8352


1. Exhibitor Terms and Conditions WorldatWork has the right to make and amend rules and regulations or change arrangements as needed. WorldatWork shall have the final determination of and will enforce all rules, regulations and conditions. The floor plan may be modified as necessary, with all changes approved by the Fire Marshal.

2. Compliance All exhibits must comply with all federal, state and local laws and regulations including those of the jurisdiction in which the exhibit is held (including but not limited to the Canada CAN/SPAM Act). The person whose signature appears on the Application Form agrees to inform all on-site booth personnel and Exhibitor Appointed Contractors of the show guidelines. Exhibitor agrees to ensure that consent has been given before collecting or using personally identifiable data collected through the conference, and agrees to comply with all applicable data privacy laws, rules and regulations including, GDPR and California’s Consumer Privacy Act (“CCPA”)

3. Insurance The Exhibitor agrees to maintain insurance that will fully protect WorldatWork, WorldatWork’s designated General Services Contractor and the Fairmont Royal York from any and all claims of any nature whatsoever, including claims under the Workers’ Compensation Act and for personal injury, including death, that may arise in connection with the installation, operation or dismantling of the Exhibitor’s display. Exhibitor agrees to indemnify and hold harmless WorldatWork, WorldatWork’s designated General Services Contractor and the Fairmont Royal York from any such claims.

4. Force Majeure WorldatWork shall not be liable for any failure to deliver space to an Exhibitor or for the loss of allotted space of an Exhibitor, who has contracted for exhibit space if non-delivery is due to destruction of or damage to the

building or the exhibit area by fire, or act of God, acts of the public, strikes, epidemic, the authority of the law, or any other cause beyond WorldatWork’s control (a “Force Majeure Event”). WorldatWork is also not liable for failure to hold the Exhibition as scheduled because of a Force Majeure Event which makes it impossible or impractical to hold the Exhibition. Payments for exhibit space will be refunded in that event, less actual expenses incurred in connection with the Exhibition if the Exhibition is canceled ninety (90) days or less prior to the opening date.

5. Indemnity The Exhibitor assumes all responsibility for any and all loss, theft or damage to Exhibitor’s displays, equipment and other property while on the Fairmont Royal York premises, and hereby waives any claim or demand it may have against the Fairmont Royal York or its affiliates arising from such loss, theft or damage. In addition, the Exhibitor agrees to defend (if requested), indemnify and hold harmless WorldatWork and other related or affiliated companies from and against any liabilities, obligations, claims, damages, suits, costs and expenses including, without limitation, attorneys’ fees and costs arising from or in connection with the Exhibitor’s occupancy and use of the Exhibition premises or any part thereof or any negligent act, error or omission of the Exhibitor or its employees, subcontractors or agents.

6. Music License Patent, Copyright, Or Trade Secret The Exhibitor agrees to hold WorldatWork, its officers, directors, employees and agents, harmless from all loss, cost claims, causes or action, obligations, suits, damages, liability expenses, and costs including attorney’s fees arising from or out of any violation or infringement (or claimed violation or infringement) by Exhibitor, Exhibitor’s agents or employees of any patent, copyright, or trade secret rights or privileges. Each Exhibitor is responsible for obtaining all necessary licenses and permits to use music, photographs, or other copyrighted material in exhibit booths or displays. No Exhibitor will be permitted to play, broadcast, or perform music or display any other copyrighted material, such as photographs or other artistic works, without first presenting to show management satisfactory proof that the Exhibitor has, or does not need, a license to use such music or copyrighted material. WorldatWork condemns intellectual property infringement and counterfeiting; however, as a neutral organizer of the Event, WorldatWork cannot get involved in exhibitor disputes or provide legal advice. Exhibitor agrees not to sue or threaten to sue WorldatWork for contributory infringement or any other theory that WorldatWork is indirectly or secondarily liable for a

violation of intellectual property rights (e.g., trademark, copyright, or patent) by a third party. Exhibitor warrants that it is the owner or licensee of all intellectual property used by Exhibitor at the Event or in promotion thereof. Exhibitor agrees to defend, indemnify, and hold harmless WorldatWork, their officers, directors, employees and agents, harmless from all loss, cost claims, causes of action, obligations, suits, damages, liability expenses, and costs including attorney’s fees arising from or out of any dispute involving intellectual property owned or used by Exhibitor at the Event or in promotion thereof.

7. Table Eligibility Table space will be assigned on a first come, first serve basis. WorldatWork shall have the sole right to determine booth location and all other Exhibition features and activities.

8. Booth and Sponsorship Payment A fifty percenter (50%) deposit is required upon submission of agreement or within 30 days of invoice date to reserve exhibit space and/or sponsorship. Final 50% balance is due by May 1, 2020. Payment is due in full upon receipt for agreements executed after May 1, 2020. If exhibit space payment is not made within this timeframe, exhibit space selection is subject to possible relocation or cancellation of exhibit space. All payments made are non-refundable.

9. Table Cancellation WorldatWork reserves the right to cancel a table for non-payment. Cancellation of space must be submitted in writing. WorldatWork reserves the right to resell any table space cancelled by an Exhibitor. There are no refunds for tabletop cancellations.

10. Sponsorship Cancellation All cancellations and requests for refunds must be made in writing. The deposit is nonrefundable. Cancellations received on or after June 1, 2020 will result in no refund.

11. Official Service Contractor WorldatWork, WorldatWork’s designated General Services Contractor and the Fairmont Royal York have designated contractors to provide services to the Exhibitors and will be indicated in the Exhibitor Service Guide. Exceptions to using the official contractors will be granted only if they do not interfere with the orderly installation and are nonexclusive services, interim services or dismantling of the exhibit. For exclusive services such as electrical, internet, security, cleaning, material handling and rigging, no exception will be made and WorldatWork, WorldatWork’s designated General Services Contractor or the Fairmont Royal York contractors must be used.

12. Exhibitor-Hosted Events Any type of hospitality suite or event or private function scheduled by an Exhibitor or sponsor, held either onsite at the Fairmont Royal York or any other venue, may not begin until the conference and Exhibition has closed officially for that day and does not conflict with any other conference activity. Sponsored hospitality suites must discontinue food, drink and/or entertaining at 10:00 p.m. when held in sleeping-room areas of the WorldatWork Housing Block(s). Any entertainment within a hospitality suite must be submitted and approved by the appropriate Hotel Event Manager. Any violations will result in exclusion from future WorldatWork Exhibitions and speaking opportunities of the company’s employees.

13. Admission of Exhibitors/ Attendees WorldatWork requires a conference badge for everyone who enters the Exhibit Hall. Security will enforce this requirement during move-in, show hours and move-out.

14. Installation and Dismantling of Exhibits a. WorldatWork’s designated General Services Contractor will receive and deliver materials to the exhibit booth. Please refer to the Material Handling & Shipping portion of the Service Kit for complete information. WorldatWork’s designated General Services Contractor will have full access to dock and loading facilities and will provide all labor and equipment. Freeman is the exclusive provider for all material handling.

b. Exhibitor agrees to have set-up completed one hour prior to show opening.

c. WorldatWork has the right to stop any acts that may lead to work stoppages, strikes or labor problems.

15. Early Move Out Exhibitor agrees not to dismantle the exhibit or do any packaging before the close of the show. Violations will result in exclusion from future WorldatWork Exhibitions.

16. Demos and Entertainment Any type of demonstration or entertainment must be confined to the booth area and will not be allowed in the aisles. WorldatWork shall have the sole right to determine eligibility of exhibits including, but not limited to: Companies, products, systems, services, booth graphics, printed matter distributed at the conference, souvenirs, giveaways, demonstrations, entertainment, costumes and booth personnel attire, and all other Exhibition features and activities.

17. Noise Level Amplified music or vocal presentations are permitted if not audible in neighboring booths, including those on either side, back to back or across the aisle. Blinking or flashing lights that are distracting to neighboring

Exhibitors on either side, behind the booth or across the aisle must be discontinued. No exceptions will be allowed. Show management shall exercise total control of this regulation and will ask that Exhibitor discontinue the distraction if objectionable to neighboring booths.

18. Literature Distribution Canvassing in any part of the Fairmont Royal York outside of your exhibit space or of the hotels in the WorldatWork Housing Block(s) is strictly prohibited. Any person doing so will be requested to discontinue canvassing immediately. Circulars, catalogs, magazines, invitations, folders and signs may be displayed or distributed only in the Exhibitor’s booth and must be related strictly to the approved products and/or services on display.

19. Promotional Materials Exhibitors may not create promotional materials that are in direct conflict with official conference sponsorships and will be subject to removal from the show. When in doubt, please check with conference staff for prior approvals.

20. In-Booth Sales Selling of any products from the booth is not permitted.

21. Freight Delivery The Fairmont Royal York does accept shipments of event-related materials for a fee. Items should be scheduled to arrive the day before they need to be delivered to the end user. Storage fees will apply for all shipments if they arrive more than 3 days prior to delivery to the guest.

22. Exhibit Booth Regulations a. All electrical equipment must be in good operable condition and able to pass the inspection of the on-site Fire Marshal.

b. Tables, curtains, displays or storage may not protrude into an aisle, exit or block any location during the show.

c. Each Exhibitor agrees to abide by regulations pertaining to health, fire prevention and public safety while participating in the Exhibition.

d. All packing containers or materials must be removed when emptied. These items cannot be used as exhibit support.

e. Tabletop space is to be left in the same condition as it was at the time of occupancy. Any material left in the booth that requires additional cleaning or large amounts of materials removed will be billed to the Exhibitor. f. Helium balloons may not be displayed in the Fairmont Royal York.

23. Exhibit Hall Regulations a. Every person must wear a badge to enter the Exhibit Hall and while on the show floor. Temporary badges will be issued to individuals assisting during move-in, move-out or before or after show hours.

b. Nothing may be attached to or suspended from any Fairmont Royal York structure without the express consent of the Fairmont Royal York.

c. Nothing may be placed or leaned against any wall in the exhibit area. No writing, taping, tacking or nailing on the wall is permitted.

d. The tabletop must be maintained by at least one company representative at all times during Exhibit Hall hours.

e. All demonstrations and exhibits must be confined to the contracted space, relevant to the product or service

of the exhibiting firm and be of interest or educational value to the attendees.

f. Alcoholic beverages are only permitted in the Exhibit Hall during scheduled receptions.

g. Adhesive-backed decals/stickers (except for name tags) may not be used or distributed on premises.

24. Booth Equipment The Fairmont Royal York will provide Exhibitors with two chairs, and one black skirted 6ft table.

25. Electrical Services All connections to the electrical circuits in the Fairmont Royal York must be made through Fairmont Royal York. A list of costs will be provided in the Exhibitor kit.

26. Security a. Exhibitors are responsible for the security of their personal property from move-in through move-out; it is the exhibitor’s responsibility to watch their valuables at all times.

b. WorldatWork, and the Fairmont Royal York are not liable for any loss or damage of materials. Should any loss occur, report the incident to Security immediately. WorldatWork, the facility management, or any officers or staff members will not be responsible for the safety or the property of the participants from theft, damage by fire, accident or other causes.

27. Fire Code a. A certificate of fire retardation must be on hand within an exhibit as proof of any flame-retardant treatment.

b. Fire regulations require all display material used for decoration to be made of flame retardant or noncombustible materials.

28. Smoking Restrictions The Fairmont Royal York is a smoke-free building and smoking is prohibited in the Fairmont Royal York at all times.

29. Food/Beverage Dispensing All food and beverage served at Exhibitor’s booth must be provided and prepared by the Fairmont Royal York. Exceptions may be granted to the Exhibitors who are manufacturers or suppliers of food or food products. Requests for exceptions must be submitted by the Exhibitor and will be reviewed by Fairmont Royal York on a case-by-case basis. In addition to the Fairmont Royal York Management, the Fire Marshal must approve cooking in the exhibit area. Exhibitors who wish to provide food and beverage at their booth for attendees of the Exhibition must contact the designated Fairmont Royal York Catering Manager for rules, regulations, and pricing. Venue can apply surcharges based on the food samplings. The exhibitor understands they may be required to pay for a hotel Banquet Server and/or Bartender.

30. Absence of Endorsement The provisions of this Agreement shall in no way be construed as an understanding that WorldatWork shall recommend Exhibitor and its services to WorldatWork members. Exhibitor may not act in any manner that could be construed as WorldatWork’s endorsement of its services.

31. Entire Agreement This Agreement contains the entire understanding between the parties and supersedes any prior understandings or written or oral agreements between the parties with respect to the subject matter hereof. The parties to this Agreement are not relying on any representations other than those contained herein. The agreement cannot be changed or modified except in a writing that is signed by both an authorized representative of WorldatWork and Exhibitor.

32. Choice of Law / Forum This Agreement and all questions relating to its validity, interpretation, and performance shall be governed by, and construed and enforced in accordance with the laws of the Arizona without reference to choose of law conflicts. Any dispute arising from or related to this Agreement shall be brought in the state or federal courts in Arizona, and each of the Parties consents and waives any objection to the jurisdiction of, and venue in, such courts. If any such provision shall be held by a tribunal of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement shall remain in full force and effect.

2020 Sponsor & Exhibitor TERMS AND CONDITIONS

Thank you for registering to exhibit at the WorldatWork 2020 Total Rewards Canadian Conference. Adherence to the following terms and conditions will result in a successful event for Exhibitors, Attendees and Staff.

02/13/20

33. Attorneys’ Fees The prevailing party in any dispute to enforce the provisions of this Agreement shall be entitled to such party’s reasonable attorneys’ fees and costs.

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The following Personal Data Protection Processing Clauses shall be considered as an integral part of the attached WorldatWork Sponsor and Exhibitor Agreement signed between WorldatWork (“Controller”) and Sponsor/Exhibitor (“Service Provider” or “Processor”).

For the purpose of this set of clauses:

−−Processor means the Service Provider/ Sponsor/Exhibitor

−−Controller means WORLDATWORK

−−Personal Data means any information relating to an identified or identified natural person (‘data subject’),

1. Instructions Processor may process Personal Data only on documented instructions from Controller (including data transfers to countries outside the European Economic Area unless legally required to transfer and in which case Processor will inform Controller of the legal requirement before processing personal data unless that law prohibits this on important grounds of public interest). Processor shall immediately inform Controller if in its opinion an instruction breaches any applicable data protection law. If Processor determines purpose and means of processing in breach of any applicable data protection law, Processor will be considered a Controller.

2. Records of processing Activities Processor must keep records of its processing activities performed on behalf of the Controller, including

−−name and contact details of the Processor, Controller, and respective data processing officer if applicable;

−−categories of processing carried out on behalf of each controller;

−−where applicable, transfers of personal data to a third country or an international organization, including the identification of that third country or international organization and the documentation of suitable safeguards; a description of the technical and organizational security measures.

3. Sub-processing Sub-processing shall be authorized in advance by Controller through either a general or a specific written authorization. Where Personal Data is processed by sub-contractors the Processor shall:

−−not authorize any third party and/or sub-contractor to process the Personal Data (“subprocessor”) other than with the prior written consent of the Controller and:

−−remain fully liable to the Controller for any failure by a sub-processor to fulfil its obligations in relation to the processing of any Personal Data; and the use of any sub-processor being otherwise in accordance with this clause. The Controller has the right at any time to demand from Processor full details of the processing to be undertaken by the proposed sub-processor and a copy of the contract between the Processor and the sub-processor. The Processor must ensure that the contract between Processor and subprocessor includes the same terms as those set out in these clauses. In cases of transfer of Personal Data outside the European Economic Area, the contracts shall incorporate a legal mechanism to ensure an adequate level of protection of the Personal Data transferred. In case the Controller grants a general authorization to sub-processing Personal Data, the Processor shall inform the Controller of any intended changed concerning the addition or replacement of sub-processors, giving the Controller the opportunity to object.

4. Confidentiality Where Personal Data is processed by the Processor, its agents, sub-contractors or employees, the Processor shall, and shall procure that its agents, subcontractors and employees to:

−−take reasonable steps to ensure the reliability of any employee, agent or contractor who may have access to the Personal Data, ensuring in each case that access is strictly limited to those individuals who need to access the relevant Personal Data, as strictly necessary to perform the Services in the context of that individual’s duties to the Processor, ensuring that all such individuals;

−−are informed of the confidential nature of the Personal Data;

−−have undertaken appropriate training in relation to Personal Data Protection;

−−are subject to confidentiality undertakings or professional or statutory obligations of confidentiality;

−−are aware of the Processor ‘s obligations in relation to data protection under these clauses; and

−−keep all Personal Data and any analyses, profiles or documents derived there from separate from all other data and documentation of the Processor.

5. Security Where Personal Data is processed by the Processor, its agents, sub-contractors or employees, the Processor shall:

−−implement and ensure that its agents, sub-contractors and employees implement appropriate technical and organizational security measures to ensure a level of security commensurate with the risks associated with the processing, such measures to be appropriate in particular to protect against accidental or unlawful destruction, loss, alteration or unauthorized disclosure of or access to the Personal Data. These measures shall take into account and be appropriate to the state of the art, nature, scope, context and purposes of processing and risk harm which might result from unauthorized or unlawful processing or accidental loss, destruction or damage to Personal Data and may include (as appropriate):

−−as appropriate pseudonymizing or encrypting Personal Data;

−−ensuring the on-going confidentiality, integrity and, availability of processing systems and services;

−−ensuring a means to restore the availability of and access to Personal Data in a timely

manner following any physical or technical incident; and

−−having in place a process for regularly testing, assessing and evaluating the effectiveness of the technical and organizational security measures.

6. Data Subjects Rights Processor shall assist Controller with requests to exercise Data Subject rights, including but not limited to the right to access and the right to erasure.

7. Personal Data Breach Where Personal Data is processed by the Processor, its agents, sub-contractors or employees, the Processor shall, and shall procure that its agents, sub-contractors and employees to inform the Controller without undue delay and in any case no later than 24 hours upon becoming aware of a Personal Data Breach by sending an email to [email protected] describing the Personal Data Breach in terms of who and how many data subjects are affected, where, when and how it occurred, which measures have been taken already to stop the breach and mitigate its effects. Upon Controller’s request, Processor shall cooperate with the Controller without delays and provide all available information to Controller to support the data breach investigation and notification to the relevant data protection authority/ies and/or data subjects.

8. Data Protection Impact Assessments Taking into account the nature of processing and information available to Processor, Processor shall assist Controller in cases where a Data Protection Impact Assessment shall be carried out.

9. Cooperation with Data Protection Authorities Processor are required to cooperate, on request with Data Protection Authorities in the performance of their tasks.

10. Availability of Information Upon written request of the Controller, the Processor will undertake its commercially reasonable efforts to make available to the Controller reasonable information necessary to demonstrate compliance with its obligations regarding data protection as explicitly set out in these clauses or by applicable law and allow for and contribute to audits, including inspections, conducted by the Processor or another auditor mandated by the Processor.

11. Deletion of Existing Personal Data Where Personal Data is processed by the Processor, its agents, sub-contractors or employees, the Processor shall, and shall procure that its agents, subcontractors and employees to:

−−ensure that any IT systems used in the context of performance of these clauses, including any backup systems, allow the erasure or deletion of specific Personal Data, and put in place measures to fully implement any erasure or deletion request within the timeframe required by Controller;

−−upon termination for any reason of the provision of Services, cease processing the Personal Data immediately, except for the safe storing. Thereafter, at the Controller’s option, either return, or delete from its systems (so that such Personal Data cannot be recovered or reconstructed), the Personal Data and any copies of it or of the information it contains, including any Personal Data in hardcopy format and the Processor shall confirm in writing to the Controller that this clause has been complied with in full. Confirmed and agreed to as of the date of the signed WorldatWork Sponsor and Exhibitor Agreement.

INTRODUCTION These General Terms and Conditions, as may be amended from time to time, together with any documents, policies, or terms they incorporate by reference (collectively, these “Terms of Use”), are entered into by and between you and WorldatWork an Arizona Non-Profit Corporation (“WorldatWork”, “we”, or “us”). For purposes of these General Terms and Conditions, “you” includes, individually and collectively, you (the user or Customer) and any individual, affiliate, or Business User that is visiting, viewing, using, or accessing the Site. To the extent that you have entered into an enterprise license agreement, master sales order, master services agreement, or other written agreement fully executed and signed by an authorized representative of WorldatWork that contains terms that directly conflict with any terms of these General Terms and Conditions, then the conflicted terms set forth in such other agreement will control. You acknowledge and agree that by (i) visiting, viewing, using, or accessing the Site, (ii) clicking “Agree”, “Purchase”, “Submit”, or similar links, or (iii) signing or confirming a Sales Order or other agreement incorporating these General Terms and Conditions, that you have read, understand, and agree to be bound by these General Terms and Conditions, irrespective of whether you are a guest or a registered user of the Site.

a. Binding Effect and Non-Assignment. This Agreement is binding upon and shall inure to the benefit of the parties to this Agreement and their officers, directors, employees, agents, successors, assigns, parents, subsidiaries, and affiliates, except that Purchaser shall not assign any rights or delegate any duties without WorldatWork’s prior written consent.

b. Confidentiality. Both parties shall take reasonable actions to protect against the unauthorized disclosure or infringement of confidential information of either party, its subsidiaries and any third-party (“Confidential Information”) that is made known to the parties or discovered by the parties during the course of performing this Agreement. Confidential Information includes proprietary rights to any patents, trademarks, trade secrets, plans, customer information, the terms and pricing under this Agreement, and all other information identified as confidential. Confidential Information does not include information that: (a) is or becomes part of the public domain through no act or omission of the parties; (b) was in the party’s lawful possession prior to the disclosure and had not been obtained by the party either directly or indirectly from the other party; (c) is lawfully disclosed to a party by a third party without restriction on disclosure; (d) is independently developed by either of the parties; or (e) is disclosed by operation of law. The parties agree to hold Confidential Information in confidence while the services in this Agreement are being performed and for a period of one year thereafter. The receiving party acknowledges that disclosure of any Confidential Information in breach of this Agreement may give rise to irreparable injury to the disclosing party. The receiving party agrees that the disclosing party may seek injunctive relief against the breach or threatened breach of the foregoing undertakings in addition to any other legal remedies which may be available to the disclosing party. In no event shall either party, its subsidiaries or subcontractors, or their respective personnel be liable to the other party for any loss of use, data, goodwill, revenues, or profits orany consequential, special, indirect, incidental, punitive or exemplary loss, damage or expense relating to this Agreement. Each party shall hold the information it receives in confidence, including the pricing, promotions, or other terms and conditions of this Agreement, and shall protect it using at least the same degree of care it uses to protect its own proprietary and confidential information and materials of like importance, but in no event may either party use less care than a reasonably prudent business person in a like or similar situation. Neither party shall disclose or permit any third person or entity access

to the confidential or proprietary information of the other party without the disclosing party’s prior written permission, except for WorldatWork’s authorized dealers and each party’s legal, insurance, and accounting advisors, as appropriate. Any proprietary information concerning WorldatWork, its products, data, documentation, or services which are disclosed to the Purchaser incident to the performance of this Agreement shall remain the property of WorldatWork, and no rights are granted to Purchaser to produce or have produced any such products or to practice or cause to be practiced any such processes, or reveal, disclose, or publish any such data and documentation. WorldatWork’s confidential information may be used by Purchaser solely as described within the agreement.

c. Audit Rights. Purchaser hereby grants to WorldatWork the right to, directly or indirectly through its accountants or representatives, audit Purchaser’s compliance with the terms of this Agreement and performance of its obligations hereunder including, without limitation, to: (a) verify the accuracy of the information provided by Purchaser to WorldatWork; (b) enable WorldatWork and its affiliates to comply with all applicable legal, regulatory and contractual requirements; and (c) check the accuracy of invoices, including verifying the retail prices charged by the Purchaser to customers.

d. License / Intellectual Property Rights. WorldatWork hereby grants to Purchaser a non-exclusive, non-transferable, and non-assignable license to use WorldatWork’s trademarks, service marks, logos, and copyrights only as needed to fulfill this agreement and subject to the terms and conditions of this Agreement. All rights not expressly granted to Purchaser by this Agreement are reserved by WorldatWork.

e. Use and Trademarks. Except for the limited right granted to Purchaser under this Agreement, this Agreement does not convey to Purchaser any right, title or interest of ownership in or to the WorldatWork trademarks, the Education Products, or any technology, systems, or intellectual property rights of WorldatWork. Purchaser has no right to duplicate, translate, or adapt the Education Products without WorldatWork’s prior written consent, nor shall Purchaser develop, attempt to develop or cause a third party to develop any services or products that possess the “look and feel” of the education products. Purchaser agrees to cooperate and to execute all documents reasonably requested by WorldatWork to enforce, confirm, and give effect to, the provisions of this Section.

f. Non-Exclusivity. This Agreement neither implies nor constitutes an ongoing “exclusive” relationship between WorldatWork and the Purchaser.

g. Payment Terms. WorldatWork will invoice Purchaser for products and services in accordance with the Preferred Purchaser Pricing as described in the agreement. Payment is due in accordance with the language in the agreement. Split invoices cannot be supported. Any amounts not paid when due may incur interest at the rate of 1.5% per month (18% annual rate) until paid. WorldatWork may suspend services under this Agreement and any future agreements until payment is received in full. If the Purchaser disputes any amounts invoiced by WorldatWork, the Purchaser shall pay the undisputed portion and provide written detail and notice of the disputed portion to WorldatWork within 30 calendar days of receipt of the invoice. This agreement is non-cancelable unless otherwise stated in the agreement or a written addendum agreed to by both parties and specifically referencing this Agreement.

h. Taxes. In the case of purchases of WorldatWork education classes or events/conferences registrations: WorldatWork will add tax to the registration fees that registrants pay. In all other cases, WorldatWork will make no other deductions from any of the payments due to WorldatWork hereunder for local, state, federal or governmental tax purposes. Purchaser is responsible for filing all documents and paying before delinquency, any (i) sales, consumer, use and similar taxes attributable to or assessed on any portion of the Services or Education Products provided by WorldatWork in connection with rendering the Services (collectively, “Sales Taxes”), and (ii) taxes, fees, rates, duties, and assessments imposed on WorldatWork, WorldatWork’s operations, or the compensation for the Services performed under this Agreement. Purchaser AGREES TO DEFEND, INDEMNIFY AND HOLD WorldatWork HARMLESS FROM ANY FAILURE of Purchaser TO FILE SUCH DOCUMENTS OR PAY SUCH TAXES. WorldatWork is a non-profit corporation that is exempt from taxation under federal and state law, and, therefore WorldatWork is exempt from any taxes that arise from or are related to the Services provided pursuant to this Agreement.


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(Continued)

i. Force Majeure. Neither party shall be responsible for delays or failure in performance of this Agreement (other than failure to pay any amounts due) to the extent that such party was hindered in its performance by any act of God, civil commotion, labor dispute, unavailability or shortages of materials or any other occurrence beyond its reasonable control.

j. Notices. Any notices required or permitted to be given shall be in writing and shall be personally delivered, delivered by recognized overnight courier, or delivered by United States mail, certified mail, return receipt requested, with postage thereon prepaid, addressed to the parties at the addresses indicated on the first page of this Agreement or such other address as either party may specify by written notice in accordance with this Section; if to Purchaser, attention: [Purchaser REPRESENTATIVE, Title, name and address]; if to WorldatWork attention: WorldatWork Vice President, Finance, [WorldatWork REPRESENTATIVE name] 14040 N. Northsight Blvd., Scottsdale, AZ 85260 USA Notices shall be deemed to be delivered when personally delivered or seven (7) BUSINESS DAYS after mailing in the manner set forth above.

k. Severability. If any provision of this Agreement shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of the remaining provisions of this Agreement.

l. Titles and subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

m. Waiver. Any waiver by either party of any provision or condition of this Agreement shall not be construed or deemed to be a waiver of any other provision or condition of this Agreement, nor a waiver of subsequent breach of the same provision or condition, unless such waiver is expressed in writing and signed by the party to be bound.

n. Indemnification. Each party agrees to indemnify and hold harmless the other from all claims, loss, liability, damage or expense (including attorney fees) arising from neglect or willful misconduct of the indemnifying party, its agents and employees in the performance of its duties under this Agreement.

o. Limitation on Liability. WorldatWork shall not be liable to purchaser, any customer or third party for any statements or representations made by Purchaser or for indirect, special, incidental, or consequential damages including but not limited to loss of revenue, profits, data or use incurred by purchaser, any customer or third party. Notwithstanding anything to the contrary in this Agreement (or under any applicable law) the total amount of damages (of whatever kind or howsoever calculated) which a party to this Agreement shall be permitted to claim against the other party shall not exceed five times the value of the total amount of fees payable by the Purchaser to WorldatWork under the terms of this agreement with regards to an Intellectual property breach or claim. In all other cases or claims the total amount of damages shall not exceed two times the total amount of fees payable by the Purchaser to WorldatWork under the terms of the Agreement. Purchaser must promptly notify WorldatWork of any liability claim brought to its attention by a customer or third party or of which Purchaser becomes aware with respect to the purchase.

p. Independent Contractor. Purchaser’s performance of its duties and obligations under this Agreement is in its capacity as an independent contractor. Accordingly, nothing contained in this Agreement establishes an employer/employee relationship, a Partnership, an agency, or a joint venture between Purchaser and WorldatWork. Accordingly, neither party is granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf of or in the name of the other party.

q. Jurisdiction and Disputes. This Agreement shall be governed by, construed and interpreted in accordance with the laws of the State of Arizona, U.S.A. without regard to any conflicts of law principles. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. The parties consent to the jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdictional or venue defenses otherwise available.

r. Compliance with Applicable Law. Purchaser and Purchaser Related Parties will, at their own expense, comply with all Applicable Laws relating to the Services and with WorldatWork’s rules and regulations and as such are amended from time to time. “Applicable Law” means collectively all relevant laws within the territory, all relevant U.S. federal, state and local laws, statutes,

ordinances, codes, regulations, rules, requirements, guidelines, court rulings, orders or determination of all governmental authorities (“Governmental Authorities”), applicable to the performance of the Services, employee safety, public health and safety, or the environment and any amendments, rules, regulations, orders or directives issued under such laws. Purchaser agrees to comply specifically with the WorldatWork Data Processing Addendum if required and attached as an addendum to the agreement.

s. Anti-Corruption Laws. Purchaser represents and warrants that Purchaser will comply with the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act and other comparable laws in any other country from or to which goods or services are provided by purchaser, any of its contractors, subcontractor or their respective affiliates or agents (collectively, “Anti-Corruption Laws”), and that Purchaser has not and will not pay, in connection with the transactions contemplated by this Agreement, offer or promise to pay, or authorize the payment directly or indirectly of any monies or anything of value to any government official or employee (including employee of a government corporation or public international organization), or any political party or candidate for political office or any other person for the purpose of influencing any act or decision of such official or of the government. In carrying out its obligations under this Agreement, Purchaser represents and warrants that no payments or transfers of anything of value will be made which have the purpose or effect of unlawful public or private bribery, or acceptance of or acquiesce in extortion, kickbacks, or other unlawful or improper means of obtaining business. Purchaser agrees that in no event will WorldatWork be obligated under this Agreement to take any action or omit to take any action that WorldatWork believes in good faith would cause it to be in violation of any applicable laws, including any Anti-Corruption Laws. In case of a breach of the above, the non-breaching party may terminate the Agreement without notice and the breaching party shall be deemed to have waived its right to be indemnified hereunder.

t. Export Controls. Purchaser hereby agrees not to knowingly, without prior written consent, if required, of the office of Export Administration of the U.S. responsible for export control, to export or transmit any of the education products to any country to which such export is restricted by applicable regulations or statutes nor distribute or transmit any of the education products to any person on the list of Specially Designated Nationals published by the U.S. Treasury Department or on the Table of Denial Orders published by the U.S. Bureau of Export Administration.

u. Attorneys’ Fees. The prevailing party in any dispute to enforce the provisions of this Agreement shall be entitled to such party’s reasonable attorneys’ fees and costs.

v. Miscellaneous. These General Terms and Conditions, together with each Sales Order, as applicable, constitute the sole and entire agreement between you and WorldatWork and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. The section titles used herein are displayed for convenience only and have no legal effect. Nothing in these General Terms and Conditions confers any third party beneficiary rights or remedies. The inclusion of your purchase order number on any Sales Order, invoice, or other WorldatWork-provided document is for reference purposes only and is not an acceptance by WorldatWork of your terms or conditions contained therein or elsewhere. The terms on any such purchase order or similar document submitted by you to WorldatWork will have no effect and are hereby rejected.

The following Personal Data Protection Processing Clauses shall be considered as an integral part of the attached WorldatWork Sponsor and Exhibitor Agreement signed between WorldatWork (“Controller”) and Sponsor/Exhibitor (“Service Provider” or “Processor”). For the purpose of this set of clauses:

−−Processor means the Service Provider/ Sponsor/Exhibitor

−−Controller means WORLDATWORK

−−Personal Data means any information relating to an identified or identified natural person (‘data subject’),

1. Instructions Processor may process Personal Data only on documented instructions from Controller (including data transfers to countries outside the European Economic Area unless legally required to transfer and in which case Processor will inform Controller of the legal requirement before processing personal data unless that

law prohibits this on important grounds of public interest). Processor shall immediately inform Controller if in its opinion an instruction breaches any applicable data protection law. If Processor determines purpose and means of processing in breach of any applicable data protection law, Processor will be considered a Controller.

2. Records of processing Activities Processor must keep records of its processing activities performed on behalf of the Controller, including

−−name and contact details of the Processor, Controller, and respective data processing officer if applicable;

−−categories of processing carried out on behalf of each controller;

−−where applicable, transfers of personal data to a third country or an international organization, including the identification of that third country or international organization and the documentation of suitable safeguards; a description of the technical and organizational security measures.

3. Sub-processing Sub-processing shall be authorized in advance by Controller through either a general or a specific written authorization. Where Personal Data is processed by sub-contractors the Processor shall:

−−not authorize any third party and/or sub-contractor to process the Personal Data (“sub-processor”) other than with the prior written consent of the Controller and:

−−remain fully liable to the Controller for any failure by a sub-processor to fulfil its obligations in relation to the processing of any Personal Data; and the use of any sub-processor being otherwise in accordance with this clause. The Controller has the right at any time to demand from Processor full details of the processing to be undertaken by the proposed sub-processor and a copy of the contract between the Processor and the sub-processor. The Processor must ensure that the contract between Processor and sub-processor includes the same terms as those set out in these clauses. In cases of transfer of Personal Data outside the European Economic Area, the contracts shall incorporate a legal mechanism to ensure an adequate level of protection of the Personal Data transferred. In case the Controller grants a general authorization to sub-processing Personal Data, the Processor shall inform the Controller of any intended changed concerning the addition or replacement of sub-processors, giving the Controller the opportunity to object.

4. Confidentiality Where Personal Data is processed by the Processor, its agents, sub-contractors or employees, the Processor shall, and shall procure that its agents, sub-contractors and employees to:

−−take reasonable steps to ensure the reliability of any employee, agent or contractor who may have access to the Personal Data, ensuring in each case that access is strictly limited to those individuals who need to access the relevant Personal Data, as strictly necessary to perform the Services in the context of that individual’s duties to the Processor, ensuring that all such individuals;

−−are informed of the confidential nature of the Personal Data;

−−have undertaken appropriate training in relation to Personal Data Protection;

−−are subject to confidentiality undertakings or professional or statutory obligations of confidentiality;

−−are aware of the Processor ‘s obligations in relation to data protection under these clauses; and

−−keep all Personal Data and any analyses, profiles or documents derived there from separate from all other data and documentation of the Processor.

5. Security Where Personal Data is processed by the Processor, its agents, sub-contractors or employees, the Processor shall:

−−implement and ensure that its agents, sub-contractors and employees implement appropriate technical and organizational security measures to ensure a level of security commensurate with the risks associated with the processing, such measures to be appropriate in particular to protect against accidental or unlawful destruction, loss, alteration or unauthorized disclosure of or access to the Personal Data. These measures shall take into account and be appropriate

to the state of the art, nature, scope, context and purposes of processing and risk harm which might result from unauthorized or unlawful processing or accidental loss, destruction or damage to Personal Data and may include (as appropriate):

−−as appropriate pseudonymising or encrypting Personal Data;

−−ensuring the on-going confidentiality, integrity and, availability of processing systems and services;

−−ensuring a means to restore the availability of and access to Personal Data in a timely manner following any physical or technical incident; and

−−having in place a process for regularly testing, assessing and evaluating the effectiveness of the technical and organizational security measures.

6. Data Subjects Rights Processor shall assist Controller with requests to exercise Data Subject rights, including but not limited to the right to access and the right to erasure.

7. Personal Data Breach Where Personal Data is processed by the Processor, its agents, sub-contractors or employees, the Processor shall, and shall procure that its agents, sub-contractors and employees to inform the Controller without undue delay and in any case no later than 24 hours upon becoming aware of a Personal Data Breach by sending an email to [email protected] describing the Personal Data Breach in terms of who and how many data subjects are affected, where, when and how it occurred, which measures have been taken already to stop the breach and mitigate its effects. Upon Controller’s request, Processor shall cooperate with the Controller without delays and provide all available information to Controller to support the data breach investigation and notification to the relevant data protection authority/ies and/or data subjects..

8. Data Protection Impact Assessments Taking into account the nature of processing and information available to Processor, Processor shall assist Controller in cases where a Data Protection Impact Assessment shall be carried out.

9. Cooperation with Data Protection Authorities Processor are required to cooperate, on request with Data Protection Authorities in the performance of their tasks.

10. Availability of Information Upon written request of the Controller, the Processor will undertake its commercially reasonable efforts to make available to the Controller reasonable information necessary to demonstrate compliance with its obligations regarding data protection as explicitly set out in these clauses or by applicable law and allow for and contribute to audits, including inspections, conducted by the Processor or another auditor mandated by the Processor.

11. Deletion of Existing Personal Data Where Personal Data is processed by the Processor, its agents, sub-contractors or employees, the Processor shall, and shall procure that its agents, sub-contractors and employees to:

−−ensure that any IT systems used in the context of performance of these clauses, including any backup systems, allow the erasure or deletion of specific Personal Data, and put in place measures to fully implement any erasure or deletion request within the timeframe required by Controller;

−−upon termination for any reason of the provision of Services, cease processing the Personal Data immediately, except for the safe storing. Thereafter, at the Controller’s option, either return, or delete from its systems (so that such Personal Data cannot be recovered or reconstructed), the Personal Data and any copies of it or of the information it contains, including any Personal Data in hardcopy format and the Processor shall confirm in writing to the Controller that this clause has been complied with in full. Confirmed and agreed to as of the date of the signed WorldatWork Sponsor and Exhibitor Agreement.


02/13/20

(Continued)

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