Business Sponsor Agreement

BUSINESS SPONSOR AGREEMENT

This Business Sponsor Agreement (the "Agreement") is made effective as of Date: by and between Sponsor Name: ("Sponsor") and Recipient Name: ("Recipient").

WHEREAS

WHEREAS, Sponsor desires to provide financial and promotional support for the program, project or event described below, and Recipient desires to accept such sponsorship upon the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend that the sponsorship will include use of Sponsor branding and specified deliverables as set forth in the Scope of Work below.

WHEREAS, the parties agree that the rights and obligations created by this Agreement are governed by the terms herein.

SCOPE OF WORK

Recipient shall perform and deliver the sponsorship benefits, promotional activities, and related services described below. The parties agree that the Scope of Work establishes the primary obligations of Recipient to Sponsor.

PAYMENT TERMS

Sponsor agrees to pay Recipient the sponsorship fees and reimbursements described below in consideration for the rights and benefits granted in this Agreement.

If Sponsor fails to make any payment when due, Sponsor shall pay interest on past due amounts at the lesser of per month or the maximum rate permitted by applicable law, after a grace period of days.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated in accordance with this Agreement.

Start Date:     End Date:

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured thirty (30) days after receipt of written notice specifying the breach, provided that breaches of payment obligations may be subject to shorter cure periods as specified above.

CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential all non-public information disclosed by the other party (the "Disclosing Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information does not include information that: (a) is or becomes generally available to the public other than by a breach of this Agreement; (b) was lawfully in the Receiving Party's possession prior to disclosure; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is rightfully received from a third party without restriction.

The Receiving Party shall use Confidential Information only to perform its obligations under this Agreement and shall not disclose Confidential Information to any third party except to employees, contractors or agents who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement. Upon expiration or termination of this Agreement, the Receiving Party shall return or destroy, at the Disclosing Party's option, all Confidential Information and certify destruction upon request.

INTELLECTUAL PROPERTY AND USE OF MARKS

Sponsor grants Recipient a limited, non-exclusive, non-transferable license to use Sponsor trademarks, logos and trade names solely in connection with the sponsorship and in accordance with Sponsor's brand guidelines. Recipient shall not modify Sponsor marks and shall submit artwork and materials to Sponsor for prior approval when reasonably requested. All goodwill generated by use of Sponsor marks inures to Sponsor's benefit.

INDEMNIFICATION

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents (the "Indemnified Party") from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of third-party claims to the extent caused by the Indemnifying Party's breach of this Agreement, gross negligence or willful misconduct.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY SPONSOR TO RECIPIENT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

ENTIRE AGREEMENT

This Agreement, including any exhibits or appendices expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Notices under this Agreement shall be in writing and delivered to the addresses provided below or such other address as a party designates in writing. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. No waiver of any breach will constitute a waiver of any other breach.

The parties acknowledge that each has the authority to enter into this Agreement, that the persons signing below are authorized to bind their respective party, and that this Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

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