WILLIAMSBURG AREA DESTINATION MARKETING COMMITTEE & GREATER WILLIAMSBURG CHAMBER & TOURISM ALLIANCE

Request for Proposal Destination Marketing and Media Planning Services

Proposals are due by the close of business on Tuesday, February 11, 2014

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TABLE OF CONTENTS

Background 3 Structure 4 RFP Overview 4 Budget and Terms of Contract 5 Contact information 6 Timeline 6 2015 Project Summary 7 Project Details 8 Scope of Work 9 Response Guidelines 11 Decision Making Criteria 13 General Terms and Conditions 14

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BACKGROUND One of America’s favorite family destinations, the Greater Williamsburg region includes Jamestown, Williamsburg and Yorktown, offering a unique juxtaposition of contemporary and historical experiences for all ages. Visitors can choose from hands-on interactive attractions, scenic outdoor adventures and sophisticated arts and culture experiences, making Greater Williamsburg a top choice among travelers. MAJOR ATTRACTIONS Get to know America’s historical roots through the regions renowned innovative exhibits and interactive learning. Major attractions include:

Busch Gardens®: Busch Gardens® is an action-packed, European-themed adventure park with 17th-century charm and 21st-century technology, boasting more than 100 acres of fun-filled exploration.

College of William & Mary: The second oldest university in the United States, and a cutting edge research university, the College of William & Mary is situated on 1,200 acres in historic downtown Williamsburg.

Colonial Williamsburg: Colonial Williamsburg interprets Virginia’s 18th-century capital of Williamsburg, Va., as a 21st-century center for history and citizenship with more than 400 restored or reconstructed original buildings, museums and educational programs.

Historic Jamestowne: Site of the first permanent English settlement, Historic Jamestowne continues to make history as an active archeological dig site, offering a tour with the archaeologist or behind-the-scenes tours in the lab with the curator.

Jamestown Settlement: Traces America’s colonial beginnings through expansive gallery exhibits and film, and historical interpretation at outdoor re-creations of the three ships that sailed to Virginia in 1607, the colonial fort and a Powhatan Indian village.

Water Country USA®: Virginia’s largest water park offering live entertainment, water rides and attractions all with a retro surf theme.

Yorktown Battlefield: The National Park Service welcomes visitors to explore interpreted trails and sites from the last major battle of the American Revolution.

Yorktown Victory Center: Features gallery exhibits chronicling the Revolutionary era from Colonial unrest to the emergence of the new nation, drawing from the perspectives of ordinary men and women. Includes outdoor re-creation of a Continental Army encampment.

In addition to the area’s major attractions, the Greater Williamsburg area has a wealth of additional offerings including arts and culture, award-winning dining, more than a dozen golf courses, fantastic shopping, incredible scenic beauty and outdoor adventure that collectively come together to create one of the top vacation destinations in the country.

For additional information about the region, please go to www.VisitWilliamsburg.com

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STRUCTURE Founded in 2004, the Williamsburg Area Destination Marketing Committee (WADMC) was created by the state of Virginia to represent and promote the Historic Triangle area (which includes all of the City of Williamsburg, James City County and York County), as an overnight tourism destination. Funding for this advertising campaign is received from revenues collected via an additional $2.00 per night room tax on destination transient lodging stays. WADMC, an 11-person board made up of various industry representatives, oversees the use of these funds to market the Greater Williamsburg area as an overnight travel and tourism destination. In 2012, the WADMC determined that the Greater Williamsburg Chamber & Tourism Alliance (GWCTA), as the Destination Marketing Organization for the Historic Triangle, should manage and execute the marketing campaign and associated contractors, as approved annually by the board. WADMC has traditionally utilized a variety of paid and earned media opportunities to drive overnight visitation to the region. Past media has included television, radio, magazine, digital and paid search. The advertising is concentrated on the domestic leisure traveler located a sufficient distance so as to require an overnight stay of at least one night.

RFP OVERVIEW The purpose of this Request for Proposal is to select a creative and/or media agency for the Greater Williamsburg’s destination marketing campaign starting with the 2015 calendar year. Services needed for this campaign include strategic, research-based creative concepts, multi-media creative asset production, media planning and buying, account servicing and general account management.

We are open to creative direction, but the scope of work will include development of a creative strategy that supports the media plan.

In order to allow for varied firm models to participate in this RFP process, various approaches to responding to the requests for proposal include:

One company may present a single proposal that includes the full scope of work expressed in the RFP for Destination Marketing and Media Planning Services.

Multiple companies may collaborate to present a single proposal that includes the full scope of work expressed in the RFP for Destination Marketing and Media Planning Services. These proposals will also need to demonstrate previous projects that have required similar collaboration and a clear definition of how communication will maximize the partnership of these companies.

The GWCTA Senior Vice President, Tourism and the Director of Destination Marketing will oversee the RFP process, make a decision on the agency(s) selected and present to WADMC for formal approval. A select group of area marketing professionals and tourism stakeholders will be consulted for input throughout the process. The GWCTA shall be the client on all services rendered under this agreement.

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BUDGET AND TERMS OF CONTRACT The current annual budget for the complete WADMC program is anticipated to be $3,500,000. This figure needs to include all expenses for the project, not all of which are within the scope of work for the creative and/or media agency. *Media and Advertising Estimated Buy, including fees: $2,800,000/ year *Creative Production and Asset Development, including fees: $ 250,000/ year *Please note- these estimated numbers change annually, based on development of a comprehensive plan to spend the entire annual budget and ever-shifting priorities as well as tax collections. The selected partner(s) will be responsible for collaborating and communicating with the incumbent agencies to cultivate creative asset development and management of creative assets for the 2015 campaign as well as traffic creative assets for paid and promotional media schedules. Media partner will develop a matrix to measure media results in consultation with creative partner. Assets may include video, print, digital and additional as needed. Items not included

Web hosting, web management, content creation and SEO

Public relations

Fulfillment

Both parties will be required to give 90 days notice if either wishes to terminate the contract

prior to its expiration. All amounts are subject to change based on annual budget appropriation,

creative needs and monies received by WADMC. WADMC reserves the right to work with partners and

other local providers to obtain marketing services not included in agency’s annual budget allocation.

Length of Contract

The agency contract will be valid for a three year period, pending available funding. The contract may be

renewed for up to two additional one-year periods at the discretion of both parties based on adequate

performance measurements. The terms of the contract will be negotiated at least 60 days prior to the

expiration date of each contract period. The new terms, if any, will be incorporated upon renewal.

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CONTACT INFORMATION Corrina Ferguson Director, Destination Campaign Marketing Greater Williamsburg Chamber & Tourism Alliance 757.253.0196 421 North Boundary Street P. O. Box 3495 Williamsburg, VA 23187 ferguson@VisitWilliamsburg.com PLEASE DIRECT ANY AND ALL CORRESPONDANCE AND QUESTIONS TO MS. FERGUSON ONLY.

TIMELINE Proposal Timeline*

Task Completion Date

RFP published January 10, 2014

Submit signed NDA, receive Appendix A January 17, 2014

Questions due to GWCTA January 20, 2014

Responses to questions posted January 24, 2014

Proposals Due February 12, 2014

Notification of finalists February 17, 2014

Finalists presentations March 4-6, 2014

Agency selection completed March 18, 2014

* Timeline subject to change.

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THE GREATER WILLIAMSBURG AREA 2015 PROJECT SUMMARY The creative component requires the development of unique creative assets to support an integrated marketing campaign that encompasses the incredible diversity of the Greater Williamsburg destination, from the area’s rich history to the world’s most beautiful theme park and a myriad of things in between. This project must also include the complexities of standing out in the current marketplace, the multitude of channels to consider and competing destinations that the Greater Williamsburg Area must rise above. Candidates must demonstrate a proven history of strategic and effective travel and tourism related marketing services. The media planning component will be responsible for recommending the most effective channels to reach the potential visitors to the Williamsburg area. The selected team will develop media plans for the Williamsburg destination to promote overnight stays, review and analyze media opportunities and select and purchase designated media (local broadcast, print, digital, etc.) as may be appropriate or required by the Greater Williamsburg Area. Candidates must demonstrate a proven track record for leveraging media buy negotiations to garner added value, extending the media dollars as much as possible.

Our goal is to promote the Williamsburg area as an overnight destination. The results-orientated campaign must generate visits to the VisitWilliamsburg.com website as well as reach the consumer and then prove success through the third-party measured destination awareness and intent to visit. Historically, television advertising is in the market from March through August and digital products have traditionally provided more of a year round effort. The agency selected will start working immediately with GWCTA and incumbent agencies to create the creative plan for the 2015 campaign and secure appropriate photography / videography assets as needed. The plans must also include parameters for success measurement, a distinct and critical part of the destination marketing challenge. With concurrent campaigns by regional anchors Colonial Williamsburg and Busch Gardens, WADMC must find a way to distinguish its creative and place in channels in such a way that ROI can be directly attributed to the campaign. We invite you to submit your proposal for consideration to assist our team in the art and science of developing and implementing our 2015 plan.

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PROJECT DETAILS Following is a brief overview of historically significant and successful targets; however WADMC / GWCTA are interested in a detailed review of the Visit Williamsburg creative and overall marketing strategy. The selected creative partner will collaborate with the in-house team, utilizing new destination research, the 2013 Post Advertising Survey and recent destination brand workshops to look at the destination and its target consumer with a fresh perspective. An executive summary and links to the complete reports of the referenced research is available in Appendix A. Please note information contained in this report is considered confidential and proprietary and is solely for the use of composing an appropriate proposal response. Receipt of a signed Non-Disclosure Agreement from interested agencies is required to receive Appendix A. The NDA can be found by contacting Corrina Ferguson or by following this link. Historical Primary Demographics Target Audience Gen X families Primary Buying Demo, Adults 25-49, skew women Time period 2015 plan, primary seasonality February through August Current Significant geographies

Virginia Pennsylvania Maryland New Jersey New York North Carolina Ohio

Goal:

Increased leisure overnight stays Objectives:

Truly integrated and coordinated strategy for creative and media planning to support the destination marketing campaign – across all channels, existing and recommended.

A unique and measurable campaign that is distinct from other area campaigns.

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SCOPE OF WORK The purpose and intent of this Request for Proposal is to establish a contract with one or more qualified firms to provide marketing services included but not limited to brand development, creative strategy, creative production, media planning and placement for the Williamsburg Area Destination Marketing Committee. Creative Desired services may include

Strategic, research based creative recommendations

Direction and budgeting for capturing new creative assets and securing / editing existing assets to accompany recommended strategies and programs [dependent upon total budget and plan]

Development and production of results driven creative (online, print, video, mobile, etc) to support overall advertising strategy

Management of the production of various creative concepts and delivery to media vehicles as required

Integration of appropriate research programs and analytical tools to measure and report on the impact of executed media strategies and tactics

Frequent and regular communication with in-house team

Client management with in-person meetings, conference calls, presenting at stake holder sessions as needed

A budget for Creative Services will be allocated to cover all expenses, including but not limited to creative design, production, talent fees, materials, telephone, copies, postage, shipping, agency travel, fees, out-of-pocket traffic materials and all other expenses. Media Planning and Buying services may include:

Strategic, research-based integrated marketing, media planning and media buying recommendations

Evaluate new media opportunities as needed

Determine efficient and effective media mix, recommending appropriate media channels to adhere to campaign goals

Create a performance based, evolving mixed media annual plan; implement and manage

Coordination and integration with in-house WADMC team and other WADMC agency partners

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Negotiations across all media channels with a strong focus on negotiating strategic added value

Monthly digital reporting, analysis and optimization recommendations

Monthly budget reviews, media verification and invoicing

Regular post-buy reporting and analysis

Implementation of ROI programs with proven results. Examples of measurement include o Increased visitors to VisitWilliamsburg.com website o Increase in ad awareness o Increase in Intent to Visit

The scope of work does NOT include the following

Fulfillment of consumer inquiries

Production related to VisitWilliamsburg.com, the destination travel-planning website and related search engine optimization of the site*

Strategy and execution of public relations activities, which are managed by an existing partner, though strategic collaboration should be addressed

* Although not currently within the scope of this RFP, possibilities remain open for discussion regarding reskinning of the website to include elements of campaign creative. Geography

There are no geographic restrictions upon the location of agencies allowed to submit responses.

Agencies located a significant distance from Williamsburg, however, must be prepared to demonstrate

their ability and commitment to serve the account.

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REQUEST FOR PROPOSAL RESPONSE GUIDELINES Written proposals must be submitted on or before February 11, 2014 for consideration. Supporting materials such as CD’s or DVD’s are welcome and should be referenced within the written presentation. Please submit 7 printed copies of your proposal to: Corrina Ferguson, Director, Destination Marketing Greater Williamsburg Chamber & Tourism Alliance 421 North Boundary Street P. O. Box 3495 Williamsburg, VA 23187 Please also submit one electronic version of your proposal sent via Dropbox or other file sharing means to: ferguson@VisitWilliamsburg.com Vendors are encouraged to submit proposals that showcase their style, experience and approach; however they shall include the following information: Company Information

Name and address of main office and any branch offices

Year established – main office and any branch offices

The proposed office to handle this account

Primary proposed team to manage account with responsibilities and contact information

Management or key personnel bios

Brief summary of company background/history

Company size i.e. number of employees and locations of those employees

List any current or outstanding cases brought against the company by clients within the past five years

What percentage of overall business is tourism related

Quick overview of services and capabilities

Key resources applicable to the project described in this RFP

List of all current clients and past clients for the previous three years

References from three current and three former clients

List awards/accolades and special certifications

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Approach to Project

What is your approach to understanding a new client’s business and beginning work on a new account?

Explain your methodology for creative development

Please describe and provide copies of creative samples of client campaigns that integrated both traditional, including print and broadcast, and digital media that demonstrates your ability to provide creative across multiple channels

How do you typically measure the results and successes of your initiatives? Please provide examples.

Provide examples and explanation of a relevant case study in which the client had many of the same needs as the Williamsburg area

Fee Proposal Please provide an outline of your approach to compensation. The proposal should define the company’s management budget including creative development fees, project management fees, copy writing fees and any other related costs. Please also include a breakdown of the hourly fees associated with the proposed team.

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DECISION MAKING CRITERIA

The following criteria will be used as a guide when evaluating proposals:

Evaluation Criteria Total possible points

Understood and provided all items requested in RFP 20

Demonstrated previous experience in similar environment (DMO, CVB, etc) 50

Prior experience of agency principals and the proposed project team 10

Experience developing and implementing strategic, integrated, multi-channel creative

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Role in developing appropriate metrics and working with clients to regularly measure and optimize success

35

Proven track record for leveraging media buy added value 15

Demonstrated experience implementing an integrated and coordinated strategy for creative and media planning

40

Quality, creativity and relevance of samples provided. Tourism related examples are most relevant

20

Suitability for project – current work load, staff size, references, apparent strengths and weaknesses, demonstrated effectiveness with similar projects

80

Budget approach 25

Geographic location – distance from Williamsburg and/or accessibility plan. 10

Provided examples of previous collaborative projects and defined articulated plan to maximize any partnerships OR Clearly showcased company’s ability to address all components of the RFP

25

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METHOD OF SELECTION

Following receipt of written proposals, the GWCTA may thereafter select those agencies that qualify as finalists. Finalists will be asked to travel to Williamsburg, Virginia at their own expense to share a presentation in-person. Specifics about the presentation will be shared with finalists at the time of their notification. Final section of the winning agency(s) shall be based on a combination of both the written and in-person proposals.

AWARD OF CONTRACT

Selection shall be made of one or more offerors deemed to be fully qualified and best suited among those submitting proposals on the basis of evaluation factors included in the Request for Proposals, including price if so stated in the Request for Proposal. Negotiations shall be conducted with the Offerors so selected. Price structure shall be considered, but will not be the sole determining factor. After negotiations have been conducted with each Offeror so selected, GWCTA shall select the Offeror which, in its opinion, has made the best proposal, and award the contract to that Offeror. Should GWCTA determine in its sole discretion that only one offeror is fully qualified, or that one offeror is clearly more highly qualified and suitable than the others under consideration, a contract shall be negotiated and awarded to that offeror. Greater Williamsburg Chamber and Tourism Alliance (GWCTA) will not furnish a statement of the reason why a particular proposal or presentation was not deemed to be the most advantageous. At any time during the negotiations GWCTA may terminate all negotiations and re-advertise the requirement. The reason for such termination shall be made part of the file. The award document shall be a signed contract incorporating by reference all the requirements, terms and conditions of the RFP and the Contractor’s proposal as negotiated.

REJECTION OF PROPOSALS

Greater Williamsburg Chamber and Tourism Alliance (GWCTA) reserves the right to reject any or all proposals received and the right to choose parts of the RFP to execute. Non-acceptance of a proposal means that one or more others were deemed more advantageous to GWCTA or that all proposals were rejected.

OWNERSHIP OF MATERIALS

All proposals become the property of the GWCTA upon receipt. Selection or rejection of the proposal will not affect this right. WADMC and GWCTA shall have the right to use all ideas or adaptations of the ideas contained in any proposal received in response to this RFP. Disqualification of a proposal does not eliminate this right.

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GENERAL TERMS AND CONDITIONS 1. RECEIPT AND OPENING OF PROPOSALS - It is the responsibility of the offeror to assure that the proposals are delivered to the place designated for receipt of proposals prior to the time set for receipt of proposals. No proposals received after the time designated for receipt of proposals will be considered. 2. IDENTIFICATION OF A PROPOSAL ENVELOPE/PACKAGE - A special envelope is NOT furnished, therefore, the signed proposals should be returned in an envelope or package sealed and identified as a sealed proposal and addressed as directed on page 11 of this solicitation. 3. APPLICABLE LAWS AND COURTS – This solicitation and any resulting contract shall be governed in all respects by the laws of the Commonwealth of Virginia and any litigation with respect thereto shall be brought in the courts of the Commonwealth. The Contractor shall comply with applicable federal, state and local laws and regulations. 4. ANTI-DISCRIMINATION/VIRGINIA FAIR EMPLOYMENT ACTS – By submitting their proposals, all offerors certify that they will conform to the provisions of the Federal Civil Rights Act of 1964, as amended, as well as the Virginia Fair Employment Act of 1975, as amended, where applicable.

A.) During the performance of this contract, the Contractor agrees as follows: i.) The Contractor will not discriminate against any employee or applicant for employment because of race, religion, color, sex or national origin, except where religion, sex, or national origin is a bona fide occupational qualification reasonably necessary to the normal operation of the Contractor. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause. ii.) The Contractor, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, will state that such contractor is an equal opportunity employer. iii.) Notices, advertisements and solicitations placed in accordance with federal law, rule or regulation shall be deemed sufficient for the purpose of meeting the requirements of this section.

B.) The Contractor will include the provisions of A above in every subcontract or purchase order over $10,000 so that the provisions will be binding upon each subcontractor or vendor.

ETHICS IN PUBLIC CONTRACTING By submitting their proposals, all offerors certify that their proposals are made without collusion or fraud and that they have not offered or received any kickbacks or inducements from any other offeror, supplier, manufacturer or subcontractor in connection with their proposal, and that they have not conferred on any GWCTA employee having official responsibility for this procurement transaction any payment, loan, subscription, advance, deposit of money, services or anything of more than nominal value, present or promised, unless consideration of substantially equal or greater value was exchanged.

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IMMIGRATION REFORM AND CONTROL ACT OF 1986 By submitting their proposals, offerors certify that they do not and will not, during the performance of this contract employ illegal alien workers or otherwise violate the provisions of the federal Immigration Reform and Control Act of 1986. ANTITRUST By entering into a contract, the Contractor conveys, sell, assigns, and transfers to the GWCTA all rights, title and interest in and to all causes of action it may now have or hereafter acquire under the antitrust laws of the United States and the GWCTA, relating to the particular goods or services purchased or acquired by the GWCTA members under said contract. CANCELLATION OF CONTRACT The GWCTA reserves the right to cancel and terminate any resulting contracts, in part or in whole, without penalty, upon 90 days written notice to the Vendor. The Vendor may cancel the resulting contract period upon 90 days written notice to the GWCTA. Any contract cancellation notice shall not relieve the Vendor of the obligation to provide services in progress prior to the effective date of cancellation. OBLIGATION OF OFFEROR By submitting a proposal, the offeror covenants and agrees that he has satisfied himself, from his own investigation of the conditions to be met, that he fully understands his obligation and that he will not make claim for, or have right to, cancellation or relief from the contract because of any misunderstanding or lack of information. CHANGES TO THE CONTRACT The GWCTA may order changes within the general scope of the contract at any time by written notice to the Vendor. 1. Changes within the contract may include, but are not limited to things such as the limitation

or expansion of the scope of the contract. The contractor shall comply with the notice upon receipt. Contractor shall be compensated for any additional costs incurred as the result of such order and shall give the GWCTA a credit for any savings

2. If the parties fail to agree on an amount of adjustment, the question of an increase or decrease in the contract price or time for performance shall be resolved in accordance with the procedures for resolving disputes provided by the Disputes Clause of this contract or, if there is none, in accordance with the disputes provisions of the Commonwealth of Virginia's Vendor's Manual. (Even though this is not a purchase made by state government.) Neither the existence of a claim or a dispute resolution process, litigation or any other provision of this contract shall excuse the Vendor from promptly complying with the changes ordered by the Marketing Resource Task Force or with the performance of the contract generally.

3. The parties may agree in writing to modify the scope of the contract. An increase or decrease in price or terms of the contract resulting from such modification shall be agreed to by the parties as a part of their written agreement to modify the scope of the contract.

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ASSIGNMENT OF CONTRACT/USE OF SUBCONTRACTORS A contract shall not be assignable by the Contractor in whole or in part without the written consent of the GWCTA. The Contractor shall, however, remain fully liable and responsible for the work to be done by his subcontractor(s) and shall assure compliance with all requirements of the contract. INVOICES - Invoices for items or services ordered, delivered and accepted shall be submitted by the Contractor to:

Greater Williamsburg Chamber & Tourism Alliance DBA Williamsburg Area Destination Marketing Committee

P.O. Box 3495 Williamsburg, Virginia, 23187-3495

Payments will be processed within 30 days of receipt of invoice. CLARIFICATION OF TERMS If any prospective offeror has questions about the specifications or other solicitation documents, the prospective offeror should contact the contact the person named on the face of the solicitation, no later than five days before the opening date. Any revisions to the solicitation will be made only by addendum issued by this contact. TERM This Agreement shall commence on April 1, 2014 and shall continue until project is satisfactory completed unless earlier terminated as provided herein. CONFIDENTIALITY This Agreement or any documentation produced as a result of said agreement may be subject to the provisions of the Freedom of Information Act (FOIA). To the extent permitted by law, and subject to the provisions of FOIA, the following shall apply: Contractor and GWCTA acknowledge that during terms of this Agreement either party may have access to each other’s proprietary or confidential information, as necessary to complete the respective obligations of Contractor and GWCTA as contained in this agreement. Contractor and GWCTA specifically agree to maintain a strict policy of confidentiality and nondisclosure for all business and trade secrets of the other party. Neither party will misuse or appropriate such proprietary or confidential business information and will not disclose any details of the Agreement, unless both parties agree. The Agreement does not apply to information which (a) is in the public domain at the time such information is disclosed or which after the time of the disclosure has become part of the public domain through no violation of this agreement, (b) is required to be disclosed by judicial order, (c) is learned through a third party, under no confidentiality obligation to the party who owns the information or (d) is known to the receiving party prior to disclosure by the disclosing party, as evidenced by written record. These provisions shall survive the expiration or termination of this Agreement. INDEPENDENT CONTRACTOR GWCTA hereby employs Contractor as an independent contractor and the parties agree that GWCTA shall not be obligated or liable hereunder to any party other than Contractor. Contractor shall employ and direct all personnel required in performing this agreement. Such personnel shall not be employees of or have any contractual relationship with GWCTA. All of the services hereunder will be performed

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under Contractor's supervision and all personnel engaged in the Work shall be fully qualified to perform such services. Contractor shall be fully responsible for all acts and omissions of its subcontractors and of persons and organizations directly or indirectly employed by them and of persons and organizations for whose acts any of them may be liable to the same extent that Contractor is responsible for the acts and omissions of persons directly employed by Contractor. Except as hereinabove provided, nothing in this agreement shall create any contractual relationship between GWCTA and any subcontractor or other person or organization having a direct contract with Contractor, nor shall it create any obligation on the part of GWCTA to pay or to see to the payment of any monies due any subcontractor or other person or organization, except as may otherwise be required by law. GWCTA may furnish to any subcontractor or other person or organization, to the extent practicable, evidence of amounts paid to Contractor on account of specific work done. WARRANTIES Contractor represents and warrants that it has full power and authority to enter into and fully perform this Agreement, and that no services or material furnished hereunder will in any way infringe upon or violate the rights of any third party, including without limitation rights of patent, trade secret, trademark, copyright, or privacy. GWCTA represents and warrants that it has full power and authority to enter into and fully perform this Agreement, that any information about its products and services furnished to Contractor will be accurate and complete, and that no services or material furnished to Contractor hereunder will in any way infringe upon or violate the rights of any third party, including without limitation rights of patent, trade secret, trademark, copyright, or privacy. INDEMNITY AND LIMITATION OF LIABILITY Contractor agrees to indemnify, defend and hold harmless GWCTA, its divisions, members and subsidiaries from and against any and all losses, liabilities, damages, judgments, awards and costs (including reasonable legal fees and expenses) arising out of or related to any claim, proceeding or suit instituted by a third party (i) that arises out of a breach by Contractor of its representations and warranties under this Agreement or (ii) that alleges that GWCTA’s use, possession, or ownership of Contractor's work product, or any license granted there under, infringes or violates the copyright, trade secret, patent, or other proprietary right of any third party; provided, however, that the foregoing shall not apply to any use of the work product by GWCTA that is inconsistent with the terms of any third party license of which GWCTA has been advised by Contractor. Contractor shall defend and settle at its sole expense all suits or proceedings arising out of the foregoing, provided that GWCTA gives Contractor prompt notice of any such claim after learning of same. Contractor shall not settle any third party claim in any way that prevents GWCTA from continuing the use of Contractor's work product as provided herein without GWCTA’s prior written consent. In all events, GWCTA shall have the right to participate in the defense of any suit or proceeding through counsel of its own choosing at its own cost. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS) EVEN IF ADVISED OF THE POSSIBILITY THEREOF.