Legal Sponsorship Agreement

LEGAL SPONSORSHIP AGREEMENT

This Legal Sponsorship Agreement (the Agreement) is entered into as of Effective Date: by and between Sponsor Name: , an entity of type Individual Corporation LLC Other , with principal place of business or residence at (Sponsor) and Sponsored Party Name: , an entity of type Individual Corporation LLC Other , with principal place of business or residence at (Sponsored Party). Sponsor and Sponsored Party may be referred to individually as a Party and collectively as the Parties.

RECITALS

WHEREAS, Sponsor desires to provide financial support, goods, services, promotional consideration, or other support in connection with the Event, Program, or Activity described below; and

WHEREAS, Sponsored Party is engaged in producing, hosting, or otherwise conducting the Event, Program, or Activity and desires to secure Sponsor support under the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties wish to set forth the rights and obligations of each Party with respect to the sponsorship relationship.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

(a) "Event" means: occurring on or about .

(b) "Deliverables" means those marketing, promotional, product, or other items and services Sponsor will receive in return for the Sponsorship, as described in Section 4 and the attached schedule.

2. GRANT OF SPONSORSHIP

2.1 Sponsorship Grant. Subject to the terms and conditions of this Agreement, Sponsored Party hereby grants Sponsor the sponsorship rights described herein, including the non-exclusive right to receive the Deliverables and to exercise the limited promotional rights expressly granted in this Agreement during the Term.

2.2 Exclusivity. . Any exclusivity obligation shall be expressly stated in writing and limited to the scope and duration set forth herein.

3. TERM

The Term of this Agreement shall commence on Effective Date and shall continue until unless earlier terminated in accordance with Section 10. The Parties may extend the Term only by a written amendment signed by authorized representatives of both Parties.

4. FEES, PAYMENT, AND DELIVERABLES

4.1 Sponsorship Fee. Sponsor shall pay to Sponsored Party the total Sponsorship Fee of $ in consideration for the Deliverables set forth in this Section.

4.2 Payment Schedule. Payment shall be made as follows (check applicable): Lump sum on or before Installments: per installment, due on

4.3 Deliverables. Sponsored Party shall provide the Deliverables described below in accordance with the schedule and specifications set forth. If not described fully here, the Parties shall attach a written schedule as an addendum.

5. RIGHTS AND OBLIGATIONS

5.1 Sponsor Obligations. Sponsor shall deliver consideration as required by Section 4, provide logos and other materials in accordance with the specifications and deadlines set forth in the Deliverables, and comply with the Sponsored Party's reasonable approval procedures for use of Sponsor's materials.

5.2 Sponsored Party Obligations. Sponsored Party shall provide the Deliverables in a professional manner, permit Sponsor specified signage and promotional placement consistent with this Agreement, and cooperate in good faith with Sponsor's reasonable requests related to the sponsorship deliverables.

6. USE OF MARKS AND INTELLECTUAL PROPERTY

6.1 License Grant. For the limited purpose of performing under this Agreement, Sponsor grants to Sponsored Party a non-exclusive, non-transferable license to use Sponsor's trade names, trademarks, logos and other brand elements provided by Sponsor solely in connection with the Event and Deliverables, and subject to Sponsor's trademark usage guidelines.

6.2 Ownership. Each Party retains ownership of its pre-existing intellectual property. No rights or licenses are granted other than those expressly set forth in this Agreement.

7. CONFIDENTIALITY

Each Party shall hold in confidence all Confidential Information disclosed by the other Party in connection with this Agreement and shall not disclose such information except as required by law. Confidential Information shall not include information that is or becomes publicly known through no breach of this Agreement, or that is rightfully received from a third party without restriction.

8. INDEMNIFICATION

Each Party (Indemnifying Party) shall indemnify, defend and hold harmless the other Party and its officers, directors, employees and agents (Indemnified Parties) from and against any and all claims, liabilities, losses, damages, costs and expenses, including reasonable attorneys' fees, arising out of the Indemnifying Party's breach of this Agreement, willful misconduct, or negligence in connection with the performance of its obligations under this Agreement.

9. INSURANCE

During the Term, each Party shall maintain insurance appropriate to its obligations under this Agreement, including commercial general liability coverage and, where applicable, event liability coverage, in amounts customarily carried in the industry. Upon request, the Parties shall furnish certificates of insurance naming the other Party as additional insured to the extent applicable.

10. TERMINATION

Either Party may terminate this Agreement upon written notice if the other Party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice. Termination shall not relieve either Party of obligations incurred prior to the effective date of termination, including payment obligations.

11. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as a Party may specify by written notice.

12. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder; that execution and delivery of this Agreement have been duly authorized; and that no consent or approval of any third party is required, except as expressly stated in this Agreement.

13. 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 consequential, incidental, special, punitive or indirect damages, and each Party's aggregate liability shall be limited to the total Sponsorship Fee paid under this Agreement.

14. ASSIGNMENT

Neither Party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld; provided, however, that either Party may assign this Agreement in connection with a merger, sale of substantially all assets, or transfer of control.

15. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction of without regard to conflicts of law principles.

16. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENTS

This Agreement, together with any schedules or attachments expressly incorporated herein, constitutes the entire agreement between the Parties and supersedes all prior negotiations and understandings. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No amendment or waiver of any provision shall be effective unless in a writing signed by authorized representatives of both Parties.

17. COUNTERPARTS; EXECUTION

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. Signatures transmitted by facsimile or electronic image shall be deemed effective as originals.

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