Sponsoring Agreement Template

SPONSORING AGREEMENT

This Sponsoring Agreement (the "Agreement") is entered into as of , by and between Sponsor Name: , with principal place of business at (hereinafter "Sponsor"), and Sponsored Party Name: , with principal place of business at (hereinafter "Recipient").

RECITALS

WHEREAS, Sponsor desires to provide financial and promotional support to Recipient in connection with (the "Project"); and

WHEREAS, Recipient desires to obtain such support and to grant Sponsor specified promotional rights and benefits in return for Sponsor's support; and

WHEREAS, the parties wish to set forth the terms and conditions of the sponsorship relationship.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:

1. SPONSORSHIP

1.1 Sponsorship. Sponsor shall provide to Recipient the sponsorship described in this Agreement consisting of monetary support, marketing services and/or in-kind contributions as specified in Section 3. Sponsor's obligations under this Agreement are limited to the benefit and deliverables expressly set forth herein.

2. TERM

2.1 Effective Date and Term. The term of this Agreement shall commence on and shall continue until , unless earlier terminated in accordance with Section 10.

3. SPONSORSHIP BENEFITS AND DELIVERABLES

3.1 Benefits. In consideration of Sponsor's support, Recipient will provide the Sponsor with the rights and benefits set forth below. The parties acknowledge that exact specifications, sizes, placements and timing for deliverables are subject to the schedules and requirements set forth in this Agreement.

3.2 Exclusivity. Sponsor may request exclusivity in the Sponsor's industry category. If exclusivity is granted, the parties shall specify the scope and duration below:

Grant exclusivity to Sponsor for the Project

4. PAYMENT

4.1 Sponsorship Fee. Sponsor agrees to pay Recipient a sponsorship fee in the amount of (USD) in accordance with this Section.

4.2 Late Payment. Any amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Sponsor shall be responsible for reasonable collection costs and attorneys' fees incurred by Recipient in collecting overdue sums.

5. INTELLECTUAL PROPERTY; LOGOS

5.1 License to Use Marks. Recipient grants Sponsor a limited, non-exclusive, non-transferable license to use Recipient's marks, logos and trade names solely as necessary to perform Sponsor's obligations and to promote the Project in the manner agreed. Any use outside the agreed scope requires prior written approval.

5.2 Sponsor Materials. Sponsor grants Recipient a limited license to use Sponsor's logos and trademarks for promotional materials reasonably related to the Project. Sponsor represents and warrants that it has all rights necessary to grant the license.

6. CONFIDENTIALITY

6.1 Confidential Information. "Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement. Recipient and Sponsor agree to protect Confidential Information with at least the same degree of care they use to protect their own confidential information, but no less than a reasonable standard of care.

6.2 Exceptions. Confidential Information does not include information that is or becomes publicly known without breach, is rightfully received from a third party without restriction, or is independently developed without use of Confidential Information.

7. REPRESENTATIONS AND WARRANTIES

7.1 Each party represents and warrants that (a) it has full corporate or organizational power and authority to enter into and perform this Agreement, (b) this Agreement constitutes a legal, valid and binding obligation enforceable against it, and (c) the execution and performance of this Agreement do not and will not violate any agreement or obligation to any third party.

8. INDEMNIFICATION

8.1 Indemnity by Sponsor. Sponsor shall indemnify, defend and hold harmless Recipient and its officers, directors, employees and agents from and against any claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Sponsor's breach of its representations, Sponsor's materials or Sponsor's negligent acts or omissions in connection with this Agreement.

8.2 Indemnity by Recipient. Recipient shall indemnify, defend and hold harmless Sponsor and its officers, directors, employees and agents from and against any claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Recipient's breach of its representations, Recipient's performance of the Project, or Recipient's negligent acts or omissions in connection with this Agreement.

9. LIMITATION OF LIABILITY

9.1 Except for liability arising from a party's gross negligence, willful misconduct, or indemnity obligations under Section 8, in no event shall either party be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of each party for claims arising under this Agreement shall be limited to the total amount of fees actually paid by Sponsor to Recipient under this Agreement during the most recent -day period.

10. TERMINATION

10.1 Termination for Cause. 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 days after receipt of written notice specifying the breach.

10.2 Termination for Insolvency. Either party may immediately terminate this Agreement upon written notice if the other party becomes insolvent or makes an assignment for the benefit of creditors, or a bankruptcy petition is filed by or against the other party.

11. INSURANCE

11.1 Insurance. Each party shall maintain insurance coverage appropriate for its activities under this Agreement, including commercial general liability insurance with limits reasonably acceptable to the other party. Upon request, each party shall provide a certificate of insurance evidencing such coverage.

12. ASSIGNMENT

12.1 Neither party may assign or transfer this Agreement or any of its rights or obligations under it without the prior written consent of the other party, except that Recipient may assign this Agreement in connection with a merger, sale of substantially all assets or change of control, provided the assignee assumes Recipient's obligations hereunder.

13. NOTICES

13.1 All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, nationally recognized overnight courier, or personal delivery, and shall be deemed given upon receipt.

14. GOVERNING LAW

14.1 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.

15. ENTIRE AGREEMENT

15.1 This Agreement (including the schedules and attachments executed by the parties) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral.

16. SEVERABILITY

16.1 If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect and such invalid provision shall be reformed only to the extent necessary to make it valid and enforceable while preserving the parties' intent.

17. AMENDMENTS; WAIVER

17.1 No amendment or modification of this Agreement shall be effective unless in a writing signed by duly authorized representatives of both parties. No waiver of any breach shall be deemed a waiver of any subsequent breach.

18. COUNTERPARTS; ELECTRONIC SIGNATURES

18.1 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. Electronic signatures in PDF or similar form shall be binding and enforceable as originals.

19. MISCELLANEOUS

19.1 Relationship of the Parties. The parties are independent contractors. Nothing in this Agreement shall be deemed to create a partnership, joint venture, agency or employment relationship between the parties.

19.2 Further Assurances. Each party shall execute and deliver such further documents and take such further action as may be reasonably necessary to effectuate the purposes of this Agreement.

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