Race Car Sponsorship Agreement

Sponsorship Agreement for Race Car Team

This Sponsorship Agreement, hereinafter called the Sponsorship Agreement or Agreement is made by and between , a corporation organized and existing under the laws of the state of , with its principal office located at , , referred to herein as Sponsor, and , organized as a limited liability company pursuant to the laws of the state of Delaware, hereinafter called the Race Team.

Whereas, the Sponsor has agreed to act as a sponsor for the Race Team presently made up of , the driver, and a crew consisting of:

• A lollipop man;

• four tire changers;

• Eight tire carriers;

• two Stabilizers;

• front wing;

• front and rear jack men;

• fire extinguisher; and

• starter man.

Whereas, Sponsor expects to receive promotional and advertising benefits from such sponsorship; and

Whereas, it is the intention of the Race Team to field competitive race cars in all the events for which Sponsor has agreed to serve as a Sponsor;

Now, therefore, in consideration of the mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto agree as follows:

I. Sponsorship.

A. The Race Team hereby grants to Sponsor a Sponsorship relationship with the cars driven and maintained by an experienced Pit Crew;

B. Sponsor shall have a decal located: (describe where)

and Sponsor’s logo will be embroidered on: (describe where)

C. All decals for the race cars and all painting and other preparation of the race cars shall be provided at the expense of Race Team.

D. Except as herein otherwise expressly provided to the contrary, the cost of providing, painting and maintaining the above items shall be the responsibility of Race Team.

E. During the term of this Sponsorship Agreement, Race Team shall maintain a race team, and shall use its best efforts to qualify and compete in the races described in Exhibit A attached hereto.

II. Driver and Team Obligations. During the term of this Agreement and any renewals or extensions, Race Team represents and warrants to Sponsor that it will at its own expense hire, furnish and maintain at all times an experienced first-class complete race team consisting of mechanics, a pit crew, driver(s) and all other personnel necessary to furnish, maintain, operate and race the race cars and support the cars, including, without limitation, ensuring that the following duties are performed:

A. Building the race cars and purchasing or leasing all necessary support vehicles;

B. Repairing, maintaining, storing and transporting the race cars and support vehicles between races;

C. Utilizing its best efforts to qualify in and compete in the races described in Exhibit A at such other races as Race Team in its sole discretion may determine;

D. Secure the services of a qualified driver during the term of the sponsorship agreement, and that each driver will handle himself (herself) in a respectable manner that would not unfavorably impact any sponsor.

E. In the event any driver's services should no longer become available to Race Team for any part of a race season covered by this Agreement, it is the exclusive right of Race Team to replace the driver. The replacement or substitute driver is subject to no approvals other than Race Team’s sole discretion. Race Team has the right to terminate the services of any driver should inappropriate behavior occur.

III. Term and Termination.

A. The term of this Agreement is from the date executed, through the final race of the season, or such other races as Race Team in its sole discretion sees fit to enter, this term not to extend past December 31, . This Agreement shall apply to all races in which Race Team competes during such term regardless of locale.

B. Either party may terminate this Agreement if the other party is found to have breached the terms of the Agreement and said breach is not cured within thirty (30) days of receipt of written notice of such breach from the non-breaching party. In the event a breach cannot be completely cured within the thirty (30) days allowed to cure the breach, and the curing process has been started within thirty (30) days, and the breaching party has been diligent in its efforts to cure through the period, both parties may agree to continue the Agreement until such time as the breach is cured. Rightful termination hereunder shall be without prejudice to any other rights or remedies a party may have.

IV. Compensation.

A. As compensation for the sponsorship relationship under the terms of this Agreement, Sponsor agrees to pay a total of $ and additional compensations such as the following products (describe).

B. The schedule for the payment of this compensation as set forth in Exhibit B. shall be as follows:

Upon execution of this Agreement, payments are to be made payable to Race Team and sent to the address shown below.

V. Indemnification.

A. Race Team will indemnify, defend and hold Sponsor and its affiliates, subsidiaries, officers, directors, employees, customers, distributors, independent contractors, suppliers, agents, successors and assigns, harmless from and against all actions, suits, proceedings, judgments, demands, claims, liabilities, losses or expenses whatsoever (including reasonable attorney's fees) incurred in connection with or arising from the race motorcycle(s), the support vehicle(s), the activities or omissions of driver or team members or the activities or omissions of Race Team including, without limitation:

1. Any claim falling within the insurance coverage;

2. Race Team's breach, misrepresentation or non-performance under this Agreement;

3. Any claim or action for or relating to personal loss, injury, death, property damage or otherwise, suffered by participants, competitors (such as the drivers), spectators or others at any of the racing events or team activities or activities relating to the race motorcycles (or their relatives as a result thereof) or otherwise; or

4. Any payment owed by Race Team related to the team support vehicles.

B. Both during and after this Sponsorship Agreement, Sponsor will indemnify, defend and hold Race Team, its officers, directors, employees, team members, customers, distributors, suppliers, agents, successors, and assigns, harmless from and against all actions, suits, proceedings, judgments, demands, claims, liabilities, losses, or expenses whatsoever (including reasonable attorney's fees) arising from Sponsor’s breach, misrepresentation or non-performance under this Agreement.

VI. Insurance.

A. Race Team shall provide at its expense and maintain throughout the term of this Agreement spectator liability insurance in an amount not less than $1 million single limit coverage with respect to any liability relating to the activities of the race team in the performance of this Agreement. This spectator liability insurance coverage is usually provided by the race track and the governing racing body.

B. If requested, Race Team shall, within 90 days of the execution of this Agreement, supply Sponsor with a copy of such policy of insurance or a certificate thereof, and such policies shall be cancelable only upon 10 days written notice to Sponsor.

VII. Miscellaneous.

A. This Agreement is not assignable by either party without written consent of all interested parties.

B. Any notice required to be given under this Agreement shall be sent via registered mail, return receipt requested and deemed given at the time it is received by either party, provided such notice is addressed as follows:

Race Team:

Attn:

Address:

Sponsor:

Attn:

Address:

C. This Agreement shall be governed and construed in accordance with the laws of the state of New York.

VIII. Severability. The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.

IX. No Waiver. The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

X. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

XI. Mandatory Arbitration. Notwithstanding the foregoing, and anything herein to the contrary, any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

XII. Entire Agreement. This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

XIII. Modification of Agreement. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

XIV. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.

XV. Compliance with Laws. In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties.

WITNESS our signatures as of the day and date first above stated.