- (i) display total banners or signs at the Event. The Sponsor will provide the banners and signs in designs of its choosing and in the following dimensions: . The Organizer will use its best efforts to place the banners and signs a minimum of feet from any other banner or sign . and in the locations requested by the Sponsor The banners and signs will be placed in locations determined in the Organizer's reasonable discretion.
- (i) (ii) sell or give away the Sponsor's products and services at the Event. The Organizer shall provide the Sponsor with an appropriate space at the Event venue to facilitate the Sponsor's sales and giveaways. The Sponsor shall retain all of the proceeds from such sales.
- (ii) (iii) advertise in the program as follows: . The advertisement will be provided by the Sponsor in a design of its choosing.
- (ii) (ii) (iii) (iii) (iii) (iii) (iv) (iv) Subject to the Sponsor's approval as set forth in section a, have the Sponsor Trademarks appear on all material promoting the Event. the following promotional materials of the Event: .
- (ii) (iii) (iii) (iv) (iii) (iv) (iv) (v) Subject to the Sponsor's approval as set forth in section a have the Sponsor's Trademarks appear on all of the official licensed merchandise of the Event. the following official licensed merchandise of the Event: .
- (ii) (iii) (iii) (iv) (iii) (iv) (iv) (v) (iii) (iv) (iv) (v) (iv) (v) (v) (vi) .
- (i) complimentary tickets to the Event.
- (i) (ii) Access for people to a hospitality tent in a location to be determined in the Organizer's discretion.
- (i) (ii) (ii) (iii) of parking passes at the Event venue.
- (i) (ii) (ii) (ii) (iii) (iii) (iii) (iv) Attendance at all pre-Event parties and events with guests.
- (i) (ii) (ii) (ii) (ii) (iii) (iii) (iii) (iii) (iii) (iii) (iv) (iv) (iv) (iv) (v) Reasonable access to the Event's budget for inspection purposes.
- (i) (ii) (ii) (ii) (ii) (ii) (iii) (iii) (iii) (iii) (iii) (iii) (iii) (iii) (iii) (iv) (iv) (iv) (iv) (iv) (iv) (iv) (iv) (iv) (v) (v) (v) (v) (v) (vi)
- (i) Be named in all press releases for the Event.
- (ii) Subject to any prior approval that may be required by this agreement, receive credits and mentions in connection with the promotion of the Event in the media.
- (iii) buy advertising spots on any television broadcast of the Event, if that purchase does not violate the terms of any broadcast license agreement entered into by the Organizer.
- (iii) (iv) Use footage of the Event for the Sponsor's promotional purposes.
- (iv) (v)
2. SPONSORSHIP FEE.
- (a) In exchange for the Sponsorship Rights, the Sponsor shall pay the Organizer $ (the "Sponsorship Fee") payable in installments as follows: (a) In exchange for the Sponsorship Rights, the Sponsor shall pay the Organizer, $ (the "Sponsorship Fee") days before the Event. on or within days after the Event.
- (i) $ on or before ;
- (ii) $ on or before ;
- (iii) $ on or before .
3. SPONSORSHIP FEE REBATE.
If any of the following fail to occur in connection with the Event, the Organizer shall refund $ of the Sponsorship Fee to the Sponsor within days after the Event: .
4. TERM; TERMINATION.
- (a) Term. This agreement is effective as of the Effective Date and shall continue in force, unless otherwise terminated in accordance with the provisions of (b), until (the "Term").
- (b) Termination. This agreement may be terminated:
- (i) either party on provision of days' written notice to the other party, with or without cause;
- (ii) by either party for a material breach of any provision of this agreement by the other party, if the other party's material breach is not cured within days of receipt of written notice of the breach.
- (iii) by either party at any time and on provision of written notice, if any of the other party's representations in this agreement prove to be inaccurate in any material respects.
- (iv) by either party at any time and without prior notice, if the other party is convicted of any crime or offense, fails or refuses to comply with the written policies or reasonable directives of the other party, or is guilty of serious misconduct in connection with performance under this agreement;
- (v) by the Sponsor up to 10 days before the Event, on provision of written notice to the Organizer if the following does not occur: .
- (v) (vi) by the Sponsor, with or without cause, on written notice to the Organizer. However, the Sponsor shall forfeit any payments of the Sponsorship Fee already made to the Organizer, and shall pay any remaining balance of the Sponsorship Fee within 10 days of that termination (the "Termination Fee"). After payment of the Termination Fee, the Sponsor shall be released and discharged from any obligations under this agreement. If the Organizer pursues legal remedies to collect the Termination Fee, the Sponsor shall reimburse the Organizer for any expenses related to those remedies.
5. SPONSORSHIP RENEWAL.
The Sponsor may renew this agreement times(s) for a period of months (each a "Renewal Term") by providing the Organizer with written notice of its intent to renew within 30 days before the end of the Term or any such Renewal Term. A Renewal Term shall be on the same terms and conditions as provided in this agreement except that the Sponsorship Fee, any rebates of the Sponsorship Fee, and] the schedule of payments of Sponsorship Fee shall be modified as the parties may agree at the time of that renewal.
6. EXCLUSIVITY OF SPONSORSHIP.
During the Term and any Renewal Term , the Organizer will not permit any competitor of the Sponsor listed on Exhibit A to sponsor the Event, supply products or services to the Event, or be associated with the Event in any other manner. Additional competitors may be added to Exhibit A with the prior written consent of the Organizer and removed with the prior written consent of the Sponsor. The Organizer will use reasonable efforts to prevent and, if necessary, prosecute the efforts of any nonsponsor competitor of the Sponsor to weaken or attack the Sponsor's Sponsorship.
7. NO COMPETING SPONSORSHIPS.
During the period beginning 30 days before the Event and ending 30 days after the Event, the Sponsor may not sponsor any other event that, in the sole discretion of the Organizer, competes with the Event within 10 miles of the Event,without the prior written consent of the Organizer.
8. ORGANIZER RESPONSIBILITIES.
The Organizer shall:- (a) organize, produce, and supervise the Event in a workmanlike manner, in accordance with applicable laws, and with professional diligence and skill, using fully-trained, skilled, competent, and experienced personnel;
- (b) make all arrangements for the use of the venue, including securing any necessary permits, coordinating parking or transportation, supplying equipment, and contracting with vendors and other service providers;
- (c) provide adequate professional security for the Event and take reasonable steps to ensure the safety of all workers, volunteers, and persons attending the Event;
- (d) use best efforts to obtain appropriate media coverage of the Event; and
- (e) use best efforts to promote the Event and maximize attendance.
9. TRADEMARKS.
- (a) Sponsor Trademarks.
- (i) License. The Sponsor hereby grants the Organizer a nonexclusive limited license to use, display, and reproduce its logos, trademarks, service marks, and trade names (each, a "Sponsor Trademark") only in connection with the promotion and advertisement of the Event and any listing of the sponsors of the Event during the Term and any Renewal Term . The Organizer shall obtain the written consent of the Sponsor before each use, display, and reproduction of the Sponsor Trademarks; however, if the Sponsor fails to approve or reject any use, display, or reproduction within 10 days after receipt of written notice, the Sponsor shall be deemed to reject that use.
- (ii) Ownership. All Sponsor Trademarks provided, leased, or licensed to the Organizer in connection with the Event are the Sponsor's sole property, and the Organizer has no ownership or other intellectual property rights in those items.
- (iii) No Infringement. All of the Sponsor Trademarks are owned by the Sponsor or the Sponsor has permission from the rightful owner to use each of these elements.
- (iv) Delivery. The Sponsor shall deliver the Sponsor Trademarks to the Organizer within 10 days of the Effective Date.
- (i) License. The Organizer hereby grants the Sponsor a nonexclusive limited license to use, display, and reproduce the logos, trademarks, service marks, and trade names, associated with the Event (each an "Organizer Trademark") only in connection with the promotion and advertisement of the Sponsor's products and services during the Term and any Renewal Term . The Sponsor shall obtain the written consent of the Organizer before each use, display, and reproduction of the Organizer Trademarks. However, if the Organizer does not approve or reject any proposed use, display, or reproduction within 10 days after receipt of written notice, the Organizer will be deemed to reject that use.
- (ii) Ownership. All Organizer Trademarks provided, leased, or licensed to the Sponsor in connection with the Event are the Organizer's sole property, and the Sponsor has no ownership or other intellectual property rights in those items.
- (iii) No Infringement. The Organizer represents to the Sponsor and unconditionally guarantees that all of the Organizer Trademarks are owned by the Organizer or that the Organizer has permission from the rightful owner to use each of these elements.
- (iv) Delivery. The Organizer shall deliver the Organizer Trademarks to the Sponsor within 45 days of the Effective Date.
10. EVENT MERCHANDISE.
- (a ) Organizer-Created Merchandise. During the Term and any Renewal Term , the Organizer may not create, sell, give away, or license the creation or sale of any merchandise that contains any Sponsor Trademark without the prior written approval of the Sponsor, which shall not be unreasonably withheld. The Sponsor may buy any officially licensed merchandise of the Event from any licensee of the Organizer, without payment to the Organizer of any royalty, and sell merchandise in connection with the promotion of the Sponsor's products and services.
- (b) Sponsor-Created Merchandise. During the Term and any Renewal Term and subject to the approval of the Organizer, which shall not be unreasonably withheld, the Sponsor may create and sell or give away merchandise associated with the Event and containing the Organizer Trademarks in connection with the promotion of the Sponsor's products and services. However, this merchandise must also contain the Sponsor Trademarks. All merchandise created and sold or given away by the Sponsor in association with the Event will be of high quality, free from product defects, merchantable, and suitable for its intended purpose.
- (c) Third-Party Merchandise Agreements. Any agreement between either party and a third party relating to merchandise associated with the Event and containing the other party's logos, trademarks, service marks, or trade names will include a provision that the contracting party will be solely liable to the third party for the performance and satisfaction of all obligations, including payment, under that agreement and for all claims that may arise out of that agreement.
11. INDEMNIFICATION.
- (a) Of Sponsor by Organizer. The Organizer shall indemnify the Sponsor against any award, charge, claim, compensatory damages, cost, damages, exemplary damages, diminution in value, expense, fee, fine, interest, judgment, liability, settlement payment, penalty, or other loss (a "Loss") or any attorney's or other professional's fee and disbursement, court filing fee, court cost, arbitration fee, arbitration cost, witness fee, and each other fee and cost of investigating and defending or asserting a claim for indemnification (a "Litigation Expense") arising out of:
- (i) any inaccuracy of any representation made by the Organizer under this agreement;
- (ii) the Organizer's breach of any of its obligations under this agreement;
- (iii) the Event, including Losses for bodily injury, death, or property loss, but only in proportion to and to the extent those Losses arise out of the negligent or intentional acts or omissions of the Organizer or the Organizer's officers, employees, and contractors. The Organizer shall maintain liability insurance sufficient to satisfy these obligations to the Sponsor.
- (i) an inaccuracy of a representation made by the Sponsor under this agreement or;
- (ii) the Sponsor's breach of any of its obligations under this agreement. The Sponsor shall maintain liability insurance sufficient to satisfy these obligations to the Organizer.
12. INSURANCE.
The insurance policies in the minimum amounts specified in this section shall be maintained during the Term and any Renewal Term and for a period of 48 months after.
- (a) Each party shall maintain, at that party's own expense, commercial general liability insurance for a combined single limit for bodily injury and property damage amount and per occurrence amounts as set forth on Exhibit B. This insurance shall contain an endorsement naming the other party as an additional named insured for the Event.
- (b) The Organizer shall obtain workers' compensation insurance for employees of the Event and the Organizer with a limit for each accident as set forth on Exhibit B.
- (c) The Organizer shall obtain event cancellation insurance with limits as listed on Exhibit B.
Each party shall provide certificates evidencing these insurance policies to the other party at least 10 days before the Event.
13. RIGHT TO POSTPONE EVENT.
The Sponsor may request postponement of the Event if there is a legitimate threat or implied threat of injury or harm to the Sponsor, the Sponsor's personnel or property, or the public.
14. FORCE MAJEURE.
- (a) General. A party will not be considered in breach of or in default because of, and will not be liable to the other party for, any delay or failure to perform its obligations under this agreement by reason of fire, earthquake, flood, explosion, strike, riot, war, terrorism, or similar event beyond that party's reasonable control (each a "Force Majeure Event"). However, if a Force Majeure Event occurs, the affected party shall, as soon as practicable:
- (i) notify the other party of the Force Majeure Event and its impact on performance under this agreement; and
- (ii) use reasonable efforts to resolve any issues resulting from the Force Majeure Event and perform its obligations under this agreement.
15. GOVERNING LAW; ATTORNEYS' FEES.
- (a) Choice of Law. The laws of the state of govern this agreement (without giving effect to its conflicts of law principles).
- (b) Choice of Forum. Both parties consent to the personal jurisdiction of the state and federal courts in , .
- (c) Attorneys' Fees. If either party employs attorneys to enforce any rights arising out of or relating to this agreement, the losing party shall reimburse the prevailing party for its reasonable attorneys' fees.
16. AMENDMENTS.
No amendment to this agreement will be effective unless it is in writing and signed by a party or its authorized representative.
17. ASSIGNMENT AND DELEGATION.
- (a) No Assignment. Neither party may assign any of its rights under this agreement, except with the prior written consent of the other party. All voluntary assignments of rights are limited by this subsection.
- (b) No Delegation. Neither party may delegate any performance under this agreement, except with the prior written consent of the other party.
- (c) Enforceability of an Assignment or Delegation. If a purported assignment or purported delegation is made in violation of this section, it is void.
18. COUNTERPARTS; ELECTRONIC SIGNATURES.
- (a) Counterparts. The parties may execute this agreement in any number of counterparts, each of which is an original but all of which constitute one and the same instrument.
- (b) Electronic Signatures. This agreement, agreements ancillary to this agreement, and related documents entered into in connection with this agreement are signed when a party's signature is delivered by facsimile, email, or other electronic medium. These signatures must be treated in all respects as having the same force and effect as original signatures.
19. SEVERABILITY.
If any one or more of the provisions contained in this agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this agreement, but this agreement will be construed as if those invalid, illegal, or unenforceable provisions had never been contained in it, unless the deletion of those provisions would result in such a material change so as to cause completion of the transactions contemplated by this agreement to be unreasonable.
20. NOTICES.
- (a) Writing; Permitted Delivery Methods. Each party giving or making any notice, request, demand, or other communication required or permitted by this agreement shall give that notice in writing and use one of the following types of delivery, each of which is a writing for purposes of this agreement: personal delivery, mail (registered or certified mail, postage prepaid, return-receipt requested), nationally recognized overnight courier (fees prepaid), facsimile, or email.
- (b) Addresses. A party shall address notices under this section to a party at the following addresses:
- If to the Organizer:
- If to the Sponsor:
- (c) Effectiveness. A notice is effective only if the party giving notice complies with subsections (a) and (b) and if the recipient receives the notice.
21. WAIVER.
No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this agreement will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.22. ENTIRE AGREEMENT.
This agreement constitutes the final agreement of the parties. It is the complete and exclusive expression of the parties' agreement about the subject matter of this agreement. All prior and contemporaneous communications, negotiations, and agreements between the parties relating to the subject matter of this agreement are expressly merged into and superseded by this agreement. The provisions of this agreement may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. Neither party was induced to enter this agreement by, and neither party is relying on, any statement, representation, warranty, or agreement of the other party except those set forth expressly in this agreement. Except as set forth expressly in this agreement, there are no conditions precedent to this agreement's effectiveness.23. HEADINGS.
The descriptive headings of the sections and subsections of this agreement are for convenience only, and do not affect this agreement's construction or interpretation.24. EFFECTIVENESS.
This agreement will become effective when all parties have signed it. The date this agreement is signed by the last party to sign it (as indicated by the date associated with that party's signature) will be deemed the date of this agreement.25. NECESSARY ACTS; FURTHER ASSURANCES.
Each party shall use all reasonable efforts to take, or cause to be taken, all actions necessary or desirable to consummate and make effective the transactions this agreement contemplates or to evidence or carry out the intent and purposes of this agreement.[SIGNATURE PAGE FOLLOWS]
Each party is signing this agreement on the date stated opposite that party's signature.
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EXHIBIT A
LIST OF SPONSOR'S COMPETITORS[PAGE BREAK HERE]
EXHIBIT B
INSURANCE COVERAGEadd border Responsible Party Type of policy Description Limits $ $ $ $ $ 