SPONSORSHIP AGREEMENT

This Agreement is made and entered into by and between _____________________ (hereinafter referred to as Company) and _______________________ (hereinafter referred to as Sponsor). WHE EAS! Company wishes to obtain assistan"e with #an e$ent%organi&ation' "oordinated by Company( A)*! WHE EAS! Sponsor wishes to obtain "ertain ad$ertising and promotiona+ rights in "onne"tion with the #e$ent%organi&ation'( ),W! THE E-, E! in "onsideration of the premises and the m.t.a+ agreements "ontained herein and the m.t.a+ benefits to be deri$ed from this Agreement! the parties hereby agree as fo++ows/ 1. Term of Agreement. This agreement sha++ "ommen"e on the date it is f.++y e0e".ted and sha++ "ontin.e in f.++ for"e and effe"t #for a period of _______ months%years%.nti+ the o"".rren"e of said e$ent' .n+ess this Agreement is terminated ear+ier p.rs.ant to the pro$isions hereof. 2. Rights to Sponsors Logo, Tr !em r"s, n! Tr !en mes# The .se by the Company of the Sponsor1s +ogo! trademar2s! and tradename .nder the terms and "onditions of this Agreement sha++ in.re so+e+y and e0"+.si$e+y to Sponsor! and the Company sha++ a"3.ire no goodwi++ or other interest in them. Sponsor hereby grants to the Company the restri"ted +i"ense to .se the Sponsor1s name for p.rposes of identifi"ation and the promotion of spe"ified e$ents and a"ti$ities of the Company. Sponsor a+so hereby grants to the Company the restri"ted +i"ense to .se the Sponsor1s +ogo asso"iated with the name of the Sponsor to "arry o.t the Company1s ob+igations .nder this Agreement. The term restri"ted +i"ense hereby re3.ires Company to obtain prior written appro$a+ by the Sponsor on any and a++ items for whi"h the Sponsor1s +ogo! trademar2! and tradename wi++ be .sed. This in"+.des! b.t is not +imited to! banners! promotiona+ items! ad$ertisements! and the +i2e. $. Sponsorship %ee. The fee payab+e by Sponsor to the Company sha++ be __________________ (4_________.55) whi"h sha++ be d.e on #insert date or .pon e0e".tion of this Agreement'. 6ayment not re"ei$ed by the d.e date wi++ be in defa.+t of this Agreement. &. Sponsorship. Company warrants that he has the right to grant! and hereby grants! to Sponsor the fo++owing rights (d.ring the term of this Agreement)/ #7ist what has been promised to sponsor in the sponsorship pa"2age. 8n"+.de any spe"ifi" n.mber of ad$ertisements agreed .pon in addition to the n.mber of promotiona+ items identified.' '. Termin tion. The fo++owing sha++ "onstit.te a brea"h and materia+ defa.+t of this Agreement/ 9) The fai+.re by Sponsor to ".re payment defa.+t .nder this Agreement( and%or :) Either party1s fai+.re to "omp+y with a materia+ term or "ondition of! or to satisfy a materia+ ob+igation it has ass.med .nder this Agreement.

8n the e$ent either party to this Agreement fai+s to perform any ob+igation here.nder! or $io+ates any pro$ision of this Agreement! the other party may gi$e noti"e to s."h party of s."h fai+.re and demand the performan"e of s."h party1s ob+igations here.nder or "omp+ian"e with the terms and "onditions hereof within a reasonab+e period after the date of s."h noti"e! whi"h period sha++ not e0"eed se$en (;) days. 8n the e$ent the party re"ei$ing noti"e of s."h fai+.re or $io+ation does not "orre"t! remedy! or "ease s."h fai+.re or $io+ation within the time spe"ified in s."h noti"e! the other party may terminate this Agreement! where.pon a++ ob+igations of the parties hereto that had not been in".rred as of the effe"ti$e termination date sha++ terminate. 8n the e$ent that the Sponsor1s rights .nder this Agreement are terminated by the Company or p.rs.ant to this se"tion! the -ee payab+e p.rs.ant to Se"tion < hereof sha++ be #prorated on the basis of _________ "a+endar days%the ba+an"e remaining after any promotiona+ e0penses p.r"hased on beha+f of the sponsor'! and the amo.nt of the -ee that is attrib.tab+e to the period of time after the effe"ti$e date of s."h termination sha++ be ref.nded to Sponsor or its s.""essor or assignee! as appropriate. 8n the e$ent that Company1s rights .nder this Agreement are terminated by the Sponsor without cause; i.e. without breach and material default of this Agreement! the Company! witho.t any f.rther pro"eedings! may immediate+y grant and +i"ense the sponsorship rights to one or more other persons or entities d.ring any portion of the term remaining .nder this Agreement had it not been terminated! and re"ei$e +i"ense fees therefore. S."h termination and payments sha++ not re+ie$e Sponsor from +iabi+ity to the Company for any damages "a.sed by Sponsor1s defa.+t and brea"h and e0penses in".rred in the re=+i"ensing of the sponsorship rights with respe"t to the #e$ent%organi&ation'. 8n the e$ent that Company1s rights .nder this Agreement are terminated p.rs.ant to this se"tion! the Company sha++ ma2e a good faith effort to obtain the fair mar2et $a+.e for the sponsorship rights that are +i"ensed to any third party or parties d.ring that portion of the term of this Agreement. 8f the Company fai+s to negotiate a fair mar2et $a+.e .pon resa+e of the sponsorship rights! Sponsor1s +iabi+ity .nder this s.bse"tion sha++ be +imited to an amo.nt e3.a+ to the differen"e between the additiona+ fees to be paid here.nder and the ".rrent fair mar2et $a+.e of s."h sponsorship rights. (. %or)e M *e+re, S+-st nti . / m ge. 8n the e$ent that either party to this Agreement is .nab+e to perform its ob+igations here.nder or to en>oy any of its benefits be"a.se of s.bstantia+ damage or destr."tion to the $en.e or organi&ation d.e to any "a.se! a nat.ra+ disaster! or a"tion or de"ree of go$ernmenta+ body with appropriate >.risdi"tion (hereinafter referred to as a -or"e ?a>e.re E$ent)! the party that has been so affe"ted sha++ immediate+y gi$e noti"e to the other party of s."h fa"t and sha++ do e$erything possib+e to res.me its performan"e. 8f the party is .nab+e to perform! the party that re"ei$ed s."h noti"e may terminate this Agreement by gi$ing noti"e thereof to the party .nab+e to perform be"a.se of s."h -or"e ?a>e.re E$ent. 0. In!emnifi) tion. Ea"h party hereto sha++ indemnify and ho+d the others (hereinafter the indemnified parties) harm+ess from any and a++ +osses! "+aims! a"tions! damages! and e0penses arising o.t of or res.+ting from e$ery a"t or omission of the indemnifying party or any of its offi"ers or emp+oyees .nder this Agreement. 8n the e$ent that any s.it based .pon any s."h +oss! "+aim! a"tion! damage! or e0pense is bro.ght against the indemnified parties! the indemnifying party! .pon noti"e of the "ommen"ement thereof! sha++ defend the same at its so+e "ost and e0pense( and if fina+ >.dgment be ad$erse to the indemnified parties or the indemnified parties and the indemnifying party! >oint+y the indemnifying party sha++ prompt+y satisfy the same.

1. Assignments. )o assignment of the rights asso"iated with the sponsorship herewith and otherwise granted herein sha++ be effe"ti$e witho.t the prior written appro$a+ of the Company! as appropriate! whose appro$a+ sha++ not be .nreasonab+e withhe+d( pro$ided! that a party1s appro$a+ or disappro$a+ of an assignment sha++ be based so+e+y on the finan"ia+ and operationa+ "apa"ity of the proposed assignee to performed the ob+igations it wo.+d ass.me were appro$a+ granted for s."h assignment. 2. Noti)es. Any noti"e or "omm.ni"ation to be gi$en by one party to the other .nder this Agreement m.st be in writing( and if gi$en by registered or "ertified mai+! s."h noti"e or "omm.ni"ation sha++ be deemed to ha$e been gi$en and re"ei$ed when a registered or "ertified +etter "ontaining s."h noti"e or "omm.ni"ation! proper+y addressed! with postage prepaid! is deposited in the @nited States mai+! b.t if gi$en otherwise than by registered or "ertified mai+! it sha++ be deemed to ha$e been gi$en when re"ei$ed by the party to whom it is addressed. S."h noti"es or "omm.ni"ations sha++ be de+i$ered or sent to the addresses ea"h party spe"ifies in writing .pon e0e".tion of this Agreement. 13. Amen!ments. )o addition to! de+etion from! or other modifi"ation of any of the pro$isions hereof sha++ be $a+id .n+ess made in writing and signed by an a.thori&ed representati$e of ea"h of the parties hereto. 11. App.i) -.e L 4, 5en+e. This Agreement sha++ be "onstr."ted .nder the +aws of the State of Aeorgia. 12. 6 ptions. The tit+es of the arti"+es! se"tion! and s.bse"tions of this Agreement are for "on$enien"e on+y! and do not define or +imit the "ontents. 1$. 7 i8ers. )o wai$er of f.++ performan"e by either party sha++ be "onstr."ted! or operate! as a wai$er of any s.bse3.ent defa.+t of any of the term! "o$enants and "onditions of this Agreement. The payment or a""eptan"e of fees or "hanges for any period after defa.+t sha++ not be deemed a wai$er of any right or a""eptan"e of defe"ti$e performan"e. 1&. Entire Agreement. The parties to this Agreement a"2now+edge that it is a negotiated agreement! that they ha$e had the opport.nity to ha$e this Agreement re$iewed by their respe"ti$e +ega+ "o.nse+. This Agreement "onstit.tes the entire agreement between the parties hereto respe"ting the s.b>e"t matter hereof! and there are no .nderstandings or agreements between them respe"ting the s.b>e"t matter hereof! written or ora+! other than as set forth herein. In 7itness 7hereof, the parties hereto ha$e e0e".ted this Agreement by ha$ing their d.+y a.thori&ed representati$e(s) sign his%her%their name(s) in the respe"ti$e spa"es pro$ided be+ow/ -or Company By/ ________________________ (Signat.re) ________________________ (Type or print name of signer) ________________________ (Type or print tit+e of signer) -or Sponsor By/ ________________________ (Signat.re) ________________________ (Type or print name of signer) ________________________ (Type or print tit+e of signer)

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