Sponsorship Agreement - Download Free Template Sponsorship Agreement - Download Free Template

Sponsorship Agreement

This Sponsorship Agreement (“Agreement”) is made and entered into as of [DATE] (the “Effective Date”) by and between [SPONSORSHIP COMPANY] (“Sponsor”) and [EVENT ORGANIZER] (“Organizer”).

1. Definitions. In this Agreement, the following terms shall have the following meanings:

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity.

“Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Confidential Information” means all confidential and proprietary information or material that has or could have commercial value or other utility in the business in which Sponsor and its Affiliates are engaged. If Confidential Information is in written form, the Disclosing Party shall label or stamp the materials with the word.

“Confidential” or some similar warning. If Confidential Information is transmitted orally, the Disclosing Party shall promptly provide writing indicating that such oral communication constituted Confidential Information.

“Disclosing Party” means the party disclosing Confidential Information under this Agreement.

“Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.

“Maximum Exposure Value” means [DOLLAR AMOUNT].

“Party” means Sponsor or Organizer, as the context requires.

“Receiving Party” means the party receiving Confidential Information under this Agreement.

“Term” has the meaning set forth in Section 6.2.

2. Sponsorship. Subject to the terms and conditions set forth in this Agreement, during the Term, Sponsor shall provide sponsorship for the Event in the amount of [DOLLAR AMOUNT] in cash and/or in-kind contributions (“Sponsorship”). The Sponsorship provided by Sponsor hereunder shall include, but not be limited to, the following: a. [ITEM 1] a. [ITEM 2] a. [ITEM 3] 3. Obligations of Organizer. Organizer shall use reasonable commercial efforts to promote the Event and to maximize attendance at the Event. Organizer shall also use reasonable commercial efforts to ensure that Sponsor’s name and/or logo appears in promotional and marketing materials for the Event in a manner and to the extent reasonably approved by Sponsor. 4. Obligations of Sponsor. Sponsor shall use reasonable commercial efforts to promote the Event and to maximize attendance at the Event. 5. Intellectual Property. Notwithstanding anything to the contrary herein, as between the Parties, Organizer shall retain all right, title, and interest in and to all Intellectual Property Rights in and relating to the Event. 6. Term and Termination. 6.1 Term. The “Term” of this Agreement shall begin on the Effective Date and shall continue until [DATE] (the “Expiration Date”), unless terminated earlier in accordance with the provisions of this Agreement. 6.2 Termination. Either Party may terminate this Agreement for cause (i) upon thirty (30) days’ written notice to the other Party if the other Party commits a material breach of any of the terms or conditions of this Agreement which breach is not cured within such thirty (30) day period, or (ii) immediately if the other Party becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. 6.3 Effect of Termination. Upon any expiration or termination of this Agreement, all rights and obligations of the Parties shall cease, except that the following provisions shall survive expiration or termination of this Agreement: Sections 5, 6.3, 7, 8, 9. 7. Indemnification. 7.1 By Organizer. Organizer shall indemnify and hold harmless Sponsor, its Affiliates and their respective directors, officers, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with any and all third party claims relating to the Event or arising out of or in connection with any breach by Organizer of any of its representations, warranties, or obligations under this Agreement. 7.2 By Sponsor. Sponsor shall indemnify and hold harmless Organizer, its Affiliates and their respective directors, officers, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with any and all third party claims relating to the Sponsorship or arising out of or in connection with any breach by Sponsor of any of its representations, warranties, or obligations under this Agreement. 8. Limitation of Liability. EXCEPT WITH RESPECT TO EACH PARTY’S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 7, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 9. Miscellaneous. 9.1 Entire Agreement. This Agreement is the complete and exclusive understanding and agreement between the Parties regarding its subject matter and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. 9.2 Amendments. Any amendment to this Agreement must be in writing and signed by a duly authorized representative of each Party. 9.3 Waiver. The failure to require performance of any provision will not affect a Party’s right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. 9.4 Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of [STATE], without giving effect to any choice or conflict of law provision or rule. 9.5 Assignment. This Agreement may not be assigned by either Party without the prior written approval of the other Party, and any attempted assignment in violation of this provision shall be void. 9.6 Severability. If any provision of this Agreement is held illegal or unenforceable by a court of competent jurisdiction, the remainder of this Agreement will remain in full force and effect. 9.7 Notice. Any notice or other communication required or permitted to be given under this Agreement shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the Party to be notified, (ii) when sent by confirmed telex or facsimile, if sent during normal business hours of the recipient, if not, then on the next business day, (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one (1) day after deposit with a commercial overnight courier, specifying next day delivery, with written verification of receipt. All communications will be sent to the addresses set forth below (or to such other address that may be designated by a Party from time to time in accordance with this Section 9.7): If to Sponsor: [NAME] [ADDRESS] [EMAIL] If to Organizer: [NAME] [ADDRESS] [EMAIL] 9.8 Force Majeure. Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement (except for any obligations to pay money) to the extent such failure or delay is caused by a force majeure event, as defined below. For purposes of this Agreement, a “force majeure event” means any act of God, war, terrorism, insurrection, riot, civil unrest, act of civil or military authorities, uprising, earthquake, flood, or any other natural or manmade eventuality outside of the Parties’ control, which causes the termination of an agreement or contract entered into, or which could not have been reasonably foreseen. 9.9 Relationship of the Parties. Nothing contained in this Agreement shall be deemed to constitute either Party a partner, joint venture or employee of the other Party for any purpose. 9.10 Fees and Expenses. Except as otherwise provided in this Agreement, each Party shall bear its own fees, costs, and expenses incurred in connection with this Agreement and the transactions contemplated hereby. 9.11 Construction. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. As used in this Agreement, the word “including” means “including without limitation”, and the word