Sponsorship Agreement

Agreement to Sponsor Website

Agreement made on the day of , 20 , between

, a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Website Owner, and

, a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Sponsor.

I. Definitions. As used in this Agreement, certain terms shall have the following meanings:

A. Banner. Banner means an electronic graphic file, whether supplied by Sponsor or a third party or designed by Website Owner for Sponsor under Section IV, which will appear on .

B. Banner Designation. Banner Designation means the Uniform Resource Locator (URL) linked to Sponsor's Banner that may be accessed through Sponsor's Banner by an Internet user.

C. Design Materials. Design Materials means any and all materials or instructions forwarded to Website Owner by Sponsor for use in designing Sponsor's Banner under Section IV.

D. Net Contract Price. Net Contract Price means the total charges owed by Sponsor to Website Owner under this Agreement, exclusive of any applicable taxes, as indicated in Exhibit A attached to and made a part of this Agreement.

E. Name of Website. Name of Website means the site of Website Owner on the Internet's World Wide Web located at the URL .

F. Sponsorship Materials. Sponsorship Materials means the Banner, Design Materials, Banner Designation and any Sponsorship Article provided under Section VI of this Agreement.

II. Obligations of Website Owner. Website Owner will place one Banner belonging to Sponsor into rotation on . Except as otherwise provided in Exhibit B, positioning of Sponsor's Banner on is at the sole discretion of Website Owner. Sponsor's Banner will rotate on while this Agreement is in force.

III. Sponsor’s Obligations.

A. Designation of Contract. Upon execution of this Agreement, Sponsor will designate, on the final page of this Agreement, a person within its organization responsible for all interactions with Website Owner regarding the subject matter of this Agreement.

B. Delivery of Sponsorship Materials. Within days after the effective date of this Agreement, Sponsor will deliver to Website Owner: (i) a Banner conforming to the specification requirements in Section V, or if Sponsor has elected to have Website Owner design a Banner under the terms of Section IV of this Agreement, the Design Materials for use in designing Sponsor's Banner; and (ii) the URL of the Banner Destination or, if Sponsor has elected to provide a Sponsorship Article under the terms of Section VII of this Agreement, the text of the Sponsorship Article in electronic form (ASCII or any manually agreeable word processing format).

C. Rights in Sponsorship Materials. Sponsor is responsible for obtaining all licenses and permissions required to provide, distribute, use, display or access the Sponsorship Materials in all manners and methods contemplated by this Agreement. This obligation extends but is not limited to any Banner designed by Website Owner for Sponsor under this Agreement.

IV. Design

A. Banner Design Services. At Sponsor's option and for the additional charge indicated in Exhibit A, Website Owner will provide hours of computer graphical design service for design or modification of one Banner. Additional design time may be purchased from Website Owner at an additional charge.

B. Sponsor's Obligations. Upon completion of Sponsor's Banner, or any modifications to it, Website Owner will provide the Banner, or a graphical reproduction of it, to Sponsor for review. If Website Owner does not receive specific instructions for modifications to the Banner from Sponsor within hours after providing the Banner to Sponsor, Website Owner will place Sponsor's Banner on .

C. Work for Hire. The parties agree that any Banner designed by Website Owner for Sponsor shall be considered a work made for hire as defined by 17 U.S.C.A. § 101(2).

V. Banner Specifications. Sponsor's Banner will conform to the following specifications:

A. Banner File Format: .gif or .jpg.

B. Banner File Size: Maximum of bytes.

C. Banner Dimensions: pixels high by pixels wide.

Website Owner reserves the right to refuse, substitute or cancel any Banner or Banner Destination at any time and for any reason whatsoever, without limitation and regardless of whether it conforms to the specifications in this Section V.

VI. Sponsorship Article. Sponsor may provide to Website Owner relevant textual material to serve as the Banner Destination at a URL designated by Website Owner . Any Sponsorship Article submitted may, at Website Owner's sole discretion, appear in various Website Owner services. Website Owner reserves the right to refuse, modify, substitute, cancel and delete any Sponsorship Article at any time and for any reason whatsoever, without limitation.

VII. Reports. Website Owner may provide Sponsor with reports indicating the number of times: (i) the banner was requested by server; and (ii) a user accessed Banner Destination of Sponsor. Website Owner makes no guarantee as to the accuracy of, nor shall Website Owner be liable to Sponsor for any claims relating to or deriving from, the information contained in such reports.

VIII. Charges and Payment. Sponsor agrees to pay Website Owner the Net Contract Price specified in Exhibit A attached to this Agreement. All charges under this Agreement are payable to Website Owner within days of the billing date and are exclusive of sales, use, ad valorem, personal property and other applicable taxes, which are the responsibility of Sponsor. Website Owner may apply a surcharge to international sponsors and sponsors requiring non-English language applications. If full payment is not made within the above-specified time, Sponsor subsequently may be charged up to the maximum legal interest on any unpaid balance. Website Owner may modify charges upon notice to Sponsor days prior to the annual renewal date, including the first renewal date. All charges are payable in United States dollars and are nonrefundable.

A. Net Contract Price Less Than $ . If the Net Contract Price is less than $ , Website Owner will bill Sponsor for all charges payable under this Agreement promptly after this Agreement is approved by Website Owner.

B. Net Contract Price $ or Greater. If the Net Contract Price is $ or greater, Sponsor will pay to Website Owner % of the Net Contract Price upon approval of this Agreement by Website Owner. Sponsor will be billed for the remainder of the Net Contract Price, and for any additional charges, days after such approval.

C. Annual Charges. Sponsor will be billed upon expiration of the Initial Term (as defined in Section XIII) and subsequently on an annual basis during the term of this Agreement based on any modifications made to the Banner and on the then-current sponsorship rates.

D. Additional Subsequent Charges. Website Owner will bill Sponsor for any subsequent additional charges incurred under this Agreement, whether additional design charges or other charges, promptly after such charges are incurred.

IX. Representations and Warranties of Sponsor. Sponsor is solely responsible for any legal liability arising out of or relating to the Sponsorship Materials. Sponsor represents and warrants to Website Owner that it has full authority to provide and use the Sponsorship Materials as contemplated by this Agreement, and that such provision and use of the Sponsorship Materials do not and will not violate any copyrights, trademarks, trade secrets or other proprietary rights of any third party or create any liability to any third party. Sponsor further warrants that the Sponsorship Materials do not contain any matter that is defamatory or which may cause injury or result in damage to any third party and that the Sponsorship Materials do not contain any matter that is false or deceptive.

X. Disclaimer of Warranty. Website Owner shall have no liability whatsoever for any claim relating to any Internet user's inability to view Sponsor's Banner or access Sponsor's Banner Destination through Sponsor's Banner. , AND ANY SERVICES PROVIDED ON IT, ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OMISSIONS, COMPLETENESS, CURRENTNESS AND DELAYS. NEITHER WEB SITE OWNER NOR ITS AGENTS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED UNDER THIS AGREEMENT, THAT DISPLAY OF SPONSOR'S BANNER UNDER THIS AGREEMENT WILL BE UNINTERRUPTED, OR THAT DISPLAY OF SPONSOR'S BANNER OR THE ABILITY OF ANY INTERNET USER TO ACCESS SPONSOR'S BANNER DESIGNATION THROUGH SPONSOR'S BANNER WILL BE ERROR FREE.

XI. Limitations of Claims. Except for claims relating to charges, no claim, regardless of form, which in any way arises out of this Agreement, may be made, nor action based upon such claim brought, by either party more than after the basis for the claim becomes known to the party desiring to assert it.

XII. Limitation of Liability. WEBSITE OWNER'S ENTIRE LIABILITY UNDER THIS AGREEMENT, IF ANY, FOR ANY CLAIMS FOR DAMAGES RELATING TO THIS AGREEMENT WHICH ARE MADE AGAINST IT, WHETHER BASED IN CONTRACT OR NEGLIGENCE, SHALL BE LIMITED TO THE AMOUNT OF CHARGES PAID BY SPONSOR RELATIVE TO THE PERIOD OF OCCURRENCE OF THE EVENTS WHICH ARE THE BASIS OF THE CLAIMS. IN NO EVENT WILL WEBSITE OWNER BE LIABLE FOR ANY LOST PROFITS OR ANY CONSEQUENTIAL DAMAGES ARISING FROM OR IN ANY WAY RELATED TO THIS AGREEMENT OR RELATING IN WHOLE OR PART TO SPONSOR'S RIGHTS UNDER THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

XIII. Term and Termination

A. Term and Renewal. This Agreement will become effective upon approval by Website Owner in , and will continue in force for months after such approval. Subsequently, renewal will be automatic for successive one-year periods unless either party gives notice of nonrenewal to the other party at least days in advance of any renewal date including the first renewal date.

B. Termination by Web Site Owner. Notwithstanding the foregoing, Website Owner may terminate this Agreement immediately upon delivery of written notice of termination to Sponsor.

C. Obligations upon Termination. Upon any termination of this Agreement, Website Owner shall, within a reasonable period of time, delete Sponsor's Banner from Web site Owner's server. Sections IX, X, XI, XII and XIV shall survive any termination of this Agreement.

XIV. Agency.

A. The parties to this Agreement are independent contractors. Neither party is an agent, representative or partner of the other party. Neither party shall have the right, power or authority to enter into any Agreement for or on behalf of, or to incur any obligation or liability of, or to otherwise bind, the other party. This Agreement shall not be interpreted or construed to create association, joint venture or partnership between the parties or to impose any partnership obligation or liability on either party.

B. Sponsor may not resell, assign or transfer any of its rights or obligations under this Agreement, in whole or in part, without Website Owner's prior written consent, and any attempt to so resell, assign or transfer will be null and void.

XV. Assignment. Sponsor may not resell, assign or transfer any of its rights or obligations under this Agreement, in whole or in part, without Website Owner's prior written consent, and any attempt to so resell, assign or transfer will be null and void.

XVI. 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.

XVII. 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.

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

IXX. Attorney’s Fees. In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees.

XX. Notices. Unless provided herein to the contrary, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

XXI. 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.

XXII. 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.

XXIII. 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.

XXIV. 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.

XXV. 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.