Legal Sponsor Notice

LEGAL SPONSOR NOTICE

This Legal Sponsor Notice (the "Notice") is made and entered into as of Date: by and between Sponsor Name: (Sponsor) and Recipient Name: (Recipient). Sponsor and Recipient are each individually a "Party" and collectively the "Parties."

Recitals

WHEREAS, Sponsor has agreed to provide certain sponsorship, financial support, services, or endorsements to Recipient pursuant to terms agreed between the Parties; and

WHEREAS, the Parties desire to set forth the manner in which Sponsor will give notice to Recipient of any legal claims, demands, actions, or other matters that may affect the sponsorship relationship and to allocate related obligations and liabilities; and

WHEREAS, the Parties intend for this Notice to constitute a formal written notice procedure and an acknowledgement of certain obligations of Sponsor and Recipient described below.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions

1.1 "Claim" means any threatened or actual claim, suit, arbitration, administrative proceeding, investigation, demand, notice of violation, or similar action alleging injury, loss, liability, or breach related to the Sponsorship or the acts or omissions of a Party.

1.2 "Sponsorship" means the financial support, provision of services, endorsement, or other assistance provided by Sponsor to Recipient as described in any separate sponsorship agreement or related written arrangement between the Parties.

2. Scope of Notice

2.1 Sponsor shall provide prompt written notice to Recipient of any Claim of which Sponsor has actual knowledge that materially relates to the Sponsorship or to Recipient's rights or obligations under any sponsorship agreement. Prompt written notice means notice delivered within a reasonable timeframe under the circumstances but in no event later than days after Sponsor's receipt of information giving rise to the Claim.

2.2 Notice required by this Notice shall describe the nature of the Claim, identify affected parties, specify the basis for the Claim, and attach or identify any relevant documents in Sponsor's possession that are reasonably available.

3. Sponsor Obligations

3.1 Upon providing notice of a Claim, Sponsor shall cooperate in good faith with Recipient in the investigation, defense, compromise, or settlement of the Claim to the extent such cooperation is reasonably requested by Recipient and does not materially prejudice Sponsor's rights.

3.2 Sponsor shall disclose to Recipient any insurance coverage that may be available to cover the Claim and shall reasonably assist in obtaining the benefit of such insurance, including executing documents reasonably required by the insurer.

4. Notice of Claims and Control of Defense

4.1 If Sponsor's notice of a Claim indicates that Sponsor intends to seek indemnity or defense from Recipient, Recipient shall be entitled to assume control of the defense of such Claim at Recipient's sole cost and expense, subject to the limitations set forth in any controlling agreement between the Parties. If Recipient elects to assume control, Sponsor shall cooperate in the defense and may participate at its own expense.

4.2 Neither Party shall settle any Claim that admits fault or imposes non-monetary injunctive relief affecting the other Party without the other Party's prior written consent, which shall not be unreasonably withheld.

5. Indemnification

5.1 To the fullest extent permitted by law, Sponsor agrees to indemnify, defend and hold harmless Recipient and its affiliates, officers, directors, employees and agents from and against any and all liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of Sponsor's breach of this Notice, Sponsor's negligence or willful misconduct in connection with the Sponsorship, or any third-party Claim directly attributable to Sponsor's acts or omissions.

5.2 Recipient shall promptly notify Sponsor of any Claim for which it seeks indemnity under this Section. Failure to give prompt notice shall not relieve Sponsor of its indemnification obligations except to the extent Sponsor is prejudiced by such failure.

6. Confidentiality

6.1 All non-public information exchanged between the Parties in connection with a Claim or this Notice shall be maintained in confidence and used solely for the purposes of investigation, defense, or settlement of the Claim, unless disclosure is required by law, regulation or a valid order of a court or governmental authority.

7. Notices

7.1 All notices, requests, consents and other communications required or permitted under this Notice shall be in writing and shall be delivered by hand, nationally recognized overnight courier, certified mail (return receipt requested), or sent by electronic mail with confirmation, to the addresses set forth below or to such other address as either Party may designate in writing.

8. Governing Law

This Notice shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law.

9. Entire Agreement

This Notice constitutes the entire written notice procedure agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous written and oral agreements and understandings relating to notice and response to Claims in connection with the Sponsorship.

10. Severability

If any provision of this Notice is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect, and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that most nearly effects the Parties' original intent.

11. Amendments; Waiver; Counterparts

11.1 No amendment, modification, or waiver of any provision of this Notice will be effective unless in writing and signed by both Parties.

11.2 Waiver of any breach of this Notice shall not operate or be construed as a waiver of any other or subsequent breach.

11.3 This Notice may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

Acknowledgement

Each Party acknowledges that it has read and understands this Notice, that it has the power and authority to enter into this Notice, and that the individual signing below on behalf of each Party is authorized to bind that Party.

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