Sponsorship Media Agreement

SPONSORSHIP MEDIA AGREEMENT

This Sponsorship Media Agreement ("Agreement") is entered into as of by and between:

Sponsor Name:    Sponsor Contact Email:

Media Owner Name:    Media Owner Contact Email:

RECITALS

WHEREAS, Sponsor desires to obtain certain media placement, promotional exposure, and sponsorship recognition in connection with the Media Owner's platforms and properties described herein; and

WHEREAS, Media Owner operates the media properties and agrees to provide promotional and placement services subject to the terms and conditions of this Agreement; and

WHEREAS, the parties wish to set forth the scope of sponsorship, compensation, rights, and obligations of each party in a written agreement.

SCOPE OF WORK

Media Owner shall provide the Sponsor with the media and promotional services described below. The parties acknowledge that the specific deliverables, timelines, and acceptance criteria are material terms of this Agreement.

Banner advertising placement     Native content/article

Social media posts     On-site or virtual event sponsorship

PAYMENT TERMS

Sponsor shall pay Media Owner the compensation set forth below in consideration for the rights and services provided under this Agreement.

If any undisputed amount owing under this Agreement is not paid within days after the due date, Sponsor shall pay a late fee of per month on the outstanding balance, or the maximum permitted by law, whichever is less.

TERM AND TERMINATION

This Agreement commences on and expires on unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement upon written notice to the other party if the other party materially breaches this Agreement and fails to cure such breach within days following receipt of written notice specifying the breach.

In addition, either party may terminate for convenience upon providing days' prior written notice to the other party. Termination shall not relieve Sponsor of payment obligations for sponsorship services already provided or accepted prior to termination.

CONFIDENTIALITY

Each party agrees that all non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information") shall be held in confidence and used solely to perform its obligations under this Agreement. Confidential Information shall not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully in the receiving party's possession prior to receipt from the disclosing party; or (c) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

The receiving party shall protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Upon termination of this Agreement, each party shall return or destroy Confidential Information of the other party as requested.

INTELLECTUAL PROPERTY; LICENSES

Sponsor grants Media Owner a limited, non-exclusive, non-transferable license to use Sponsor's trademarks, logos and creative materials solely for the purpose of performing the sponsorship deliverables described herein. Sponsor represents and warrants that it has the right to grant such license and that the use of Sponsor materials as authorized herein will not infringe or misappropriate the rights of any third party.

Unless otherwise agreed in writing, all creative produced by Media Owner for the Sponsor under this Agreement shall be owned by Media Owner, subject to the license granted to Sponsor for promotional use consistent with the parties' deliverables and specifications.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of or in connection with the indemnifying party's breach of this Agreement, willful misconduct or gross negligence.

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT OR OTHERWISE. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY SPONSOR TO MEDIA OWNER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE INCIDENT GIVING RISE TO LIABILITY.

GOVERNING LAW

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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including all exhibits, schedules and approved statements of work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendments or modifications to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail, return receipt requested, or sent by nationally recognized overnight courier to the addresses below or to such other address as either party may specify in writing.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The headings used in this Agreement are for convenience only and shall not affect interpretation.

Neither party may assign this Agreement without the prior written consent of the other party, except that Media Owner may assign this Agreement in connection with a sale of substantially all of its assets or a merger or change of control.

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