Sponsorship Agreement (US)

SPONSORSHIP AGREEMENT

This Sponsorship Agreement (the “Agreement”) is entered into and made effective as of [effective date] (the “Effective Date”) by and between:

[sponsor legal name], a [sponsor state of formation] [sponsor entity type] with its principal place of business at [sponsor address] (the “Sponsor”); and

[sponsored party legal name], a [sponsored party state of formation] [sponsored party entity type] with its principal place of business at [sponsored party address] (the “Sponsored Party”).

The Sponsor and the Sponsored Party are referred to individually as a “Party” and together as the “Parties.”

RECITALS

WHEREAS, the Sponsored Party operates, organizes, or controls [sponsored property description] (the “Sponsored Property”);

WHEREAS, the Sponsor wishes to support the Sponsored Property and to obtain the marketing, promotional, and other benefits described in this Agreement; and

WHEREAS, the Parties wish to set out the terms of the sponsorship in a clear, balanced agreement.

NOW, THEREFORE, in consideration of the mutual covenants set out below and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. KEY COMMERCIAL TERMS; ORDER OF PRECEDENCE

1.1 The key commercial terms of this Agreement are set out in Exhibit A (Key Commercial Terms) and are incorporated into this Agreement by reference.

1.2 In the event of any conflict between the body of this Agreement and Exhibit A, Exhibit A controls.

2. SPONSORSHIP; RIGHTS GRANTED

2.1 Sponsorship. The Sponsor will provide the sponsorship contribution described in Exhibit A (the “Sponsorship”), and the Sponsored Party will provide the rights, marketing exposure, and other benefits described in Exhibit A (collectively, the “Benefits”).

2.2 License to Use Marks (Mutual). Each Party (as licensor) hereby grants the other Party (as licensee) a limited, non-exclusive, non-transferable, royalty-free, revocable license during the Term to use the licensor's name, logos, and trademarks identified in Exhibit A (the licensor's “Marks”) solely (a) to perform this Agreement, (b) within the Territory and channels described in Exhibit A, and (c) in accordance with the licensor's brand guidelines provided to the licensee from time to time.

2.3 Approvals. Unless Exhibit A states otherwise:

(a) each Party must approve any new use of its Marks before that use is first published or distributed;

(b) approval will not be unreasonably withheld, conditioned, or delayed, and will be deemed given if not refused in writing within [approval window days] business days after submission; and

(c) minor format changes that do not alter meaning (such as resizing, repositioning to fit a layout, or background-color changes for legibility) do not require re-approval.

2.4 No Implied Exclusivity. No exclusivity is granted under this Agreement except as expressly stated in Section 10 and Exhibit A.

2.5 Naming Rights (If Applicable). If Exhibit A grants naming rights, the Sponsored Party will use the full sponsored title set out in Exhibit A in all official Sponsored Property communications, broadcasts, signage, programs, and press materials, and will use commercially reasonable efforts to obligate its commercial and media partners to do the same.

2.6 Presentation, Audio-Visual, and Hospitality Rights. If Exhibit A grants presentation rights (such as award presentation, on-stage credit, or branded backdrops), audio-visual capture rights at the Sponsored Property, or hospitality rights (such as tickets, reserved seating, or VIP access), those rights will be exercised in accordance with the scope, quantities, and conditions set out in Exhibit A. The Sponsor acknowledges that audio-visual capture rights may be limited by the Sponsored Party's agreements with broadcasters or venue operators.

3. DELIVERABLES; PERFORMANCE

3.1 Deliverables. The Sponsored Party will deliver the Benefits by the dates and in the manner set out in Exhibit A.

3.2 Reasonable Cooperation. Each Party will provide reasonably necessary information and access to the other Party (including brand guidelines, links, tracking codes, creative assets, and venue access) to enable performance of this Agreement.

3.3 Reporting. If Exhibit A requires reporting, the Sponsored Party will provide the reports listed there within the timeframes specified. Reports must be reasonably accurate and based on commercially reasonable measurement methods.

4. FEES; INVOICING; TAXES

4.1 Sponsorship Fee. The Sponsor will pay the fees set out in Exhibit A (collectively, the “Fee”) in accordance with the payment schedule in Exhibit A.

4.2 Invoicing. The Sponsored Party will invoice the Sponsor in accordance with the invoicing schedule in Exhibit A. The Sponsor will pay all undisputed invoiced amounts within [payment terms days] days of receipt of a valid invoice.

4.3 Disputed Amounts. If the Sponsor disputes any portion of an invoice in good faith, the Sponsor will (a) pay the undisputed portion by the due date and (b) notify the Sponsored Party of the disputed portion within [dispute notice days] days of receipt, with reasonable supporting detail. The Parties will work in good faith to resolve the dispute promptly.

4.4 Late Payments. Late, undisputed payments may accrue interest at the lower of [late interest rate]% per month or the maximum rate permitted by applicable law, calculated from the original due date until paid in full.

4.5 Taxes. Each Party is responsible for its own income and franchise taxes. The Sponsor is responsible for any sales, use, value-added, gross-receipts, or similar transactional taxes assessed on the Fee, except for taxes based on the Sponsored Party's net income. Tax handling specific to this engagement is set out in Exhibit A.

4.6 Tax Forms. Prior to first payment, the Sponsored Party will provide the Sponsor with a completed IRS Form W-9 (US persons) or applicable Form W-8 (non-US persons). Neither Party should include taxpayer identification numbers in this Agreement itself.

5. TERM AND RENEWAL

5.1 Term. This Agreement begins on the Effective Date and continues until [end date] (the “Term”), unless earlier terminated under Section 16.

5.2 Renewal. Renewal mechanics, if any, are set out in Exhibit A. If Exhibit A is silent, this Agreement does not automatically renew.

Option A (Right of First Negotiation): During the [rofn window days] days before the End Date, the Sponsored Party will negotiate exclusively and in good faith with the Sponsor regarding renewal terms before soliciting offers from third parties.

Option B (Right of First Refusal): During the [rofr window days] days before the End Date, before accepting any third-party renewal offer, the Sponsored Party will give the Sponsor written notice of the material terms of that offer, and the Sponsor will have [rofr match days] days in which to elect to match those terms.

6. CHANGES; MAKE-GOODS; CREDITS

6.1 Change Requests. Any material change to Exhibit A must be agreed in writing by both Parties (email confirmation that clearly identifies the change is sufficient).

6.2 Missed Deliverables. If the Sponsored Party fails to deliver a material Benefit by its applicable deadline (and the failure is not caused by the Sponsor or by force majeure), the Sponsored Party will, at the Sponsor's election, promptly either:

(a) deliver a comparable replacement Benefit reasonably acceptable to the Sponsor (a “make-good”); or

(b) refund or credit the unused portion of the Fee on a pro-rata basis, calculated reasonably by reference to the value of the undelivered Benefit relative to the Benefits as a whole.

6.3 Sponsor Delays. If the Sponsor delays approvals, creative assets, tracking links, or other inputs that the Sponsored Party reasonably needs to perform, deadlines for the affected Deliverables will be extended on a day-for-day basis, and the Sponsored Party will not be liable for any resulting delay or non-performance.

7. CONTENT; OWNERSHIP; USAGE RIGHTS

7.1 Pre-Existing Materials. As between the Parties, each Party retains all right, title, and interest in and to its pre-existing materials, including its Marks, brand assets, copyrighted works, and other intellectual property.

7.2 Sponsored Content. Treatment of new content created in connection with this Agreement (for example, sponsored social posts, videos, podcast episodes, decks, signage designs, photographs of activations) (the “Sponsored Content”) is set out in Exhibit A under “Content Rights.” If Exhibit A is silent:

(a) the Sponsored Party owns the Sponsored Content; and

(b) the Sponsored Party hereby grants the Sponsor a non-exclusive, worldwide, royalty-free license during the Term and for [sponsor repost license months] months thereafter to repost, share, and display the Sponsored Content on the Sponsor's own owned or operated channels for the Sponsor's internal and organic marketing purposes (excluding paid advertising), with attribution to the Sponsored Party, unless the Sponsored Party reasonably objects in writing for brand or third-party-rights reasons.

7.3 Assignment of Specifically Commissioned Content. If Exhibit A states that any Sponsored Content is to be owned by the Sponsor, the Sponsored Party hereby irrevocably assigns to the Sponsor all right, title, and interest (including all copyright and other intellectual property rights, and all rights to register and enforce them, throughout the world and in perpetuity) in and to that specifically commissioned content, effective upon payment in full of the Fee allocated to it.

7.4 Rights of Publicity. Each Party will obtain, before the relevant content is created or used, all consents required from individuals appearing in or providing Sponsored Content (including talent, athletes, performers, and members of the public) for the agreed use of the individual's name, image, likeness, voice, and biographical information for the Sponsored Property and for the marketing purposes contemplated by this Agreement.

7.5 No Misleading Editing. Neither Party may edit the other Party's Marks, content, or contributions in a way that materially changes meaning, creates a misleading impression, or could reasonably be expected to harm the other Party's reputation.

8. COMPLIANCE; SPONSORSHIP DISCLOSURES; PUBLICITY

8.1 Legal Compliance. Each Party will comply with all applicable federal, state, and local laws and regulations in performing this Agreement, including (without limitation) those governing advertising, consumer protection, anti-bribery, export controls, and the regulated industries (if any) in which the Parties operate.

8.2 Sponsorship and Endorsement Disclosures. Where the Sponsored Party (or any individual creating Sponsored Content on its behalf, including talent and influencers) publishes Sponsored Content, the Sponsored Party will make clear and conspicuous disclosure of the sponsored or paid nature of the relationship as required by the FTC Endorsement Guides at 16 C.F.R. Part 255. Conforming disclosures include placing “#ad,” “#sponsored,” or “Sponsored by

[sponsor brand name]” at the start of the post, caption, or video where the audience is reasonably likely to see it before engaging with the content. The Parties will follow current FTC guidance on placement, language, and emphasis (including the FTC's “Disclosures 101 for Social Media Influencers” guidance).

8.3 Broadcast Sponsorship Identification. If any Sponsored Content is delivered via television, radio, or other broadcast medium regulated by the Federal Communications Commission, the Parties will ensure compliance with sponsor-identification requirements at 47 C.F.R. Section 73.1212 (including the requirement that the broadcasting station announce that the matter is sponsored, paid for, or furnished and identify the Sponsor).

8.4 False Advertising; Lanham Act. Neither Party will make, or permit the making of, any false, misleading, or deceptive statement about the other Party, its goods, or its services in connection with this Agreement, and each Party will avoid any conduct that would constitute false advertising or unfair competition under Section 43(a) of the Lanham Act (15 U.S.C. Section 1125(a)) or applicable state law.

8.5 Press Releases and Announcements. Neither Party will issue a press release, blog post, or other public announcement specifically about this Agreement without the other Party's prior written approval (which will not be unreasonably withheld), except as required by applicable law, securities-exchange rules, or the order of a court or regulator. Either Party may identify the other as a sponsor or sponsored partner in routine business communications (such as customer lists, investor decks, and case studies) consistent with the licenses granted in Section 2.

9. DATA PROTECTION AND PRIVACY

9.1 No Sharing Unless Agreed. Neither Party will sell, share, or disclose personal information received from the other Party except to the extent expressly permitted by Exhibit A or required by applicable law.

9.2 Permitted Purpose. If Exhibit A authorizes any exchange of personal information, each Party will process that personal information only for the “Permitted Purpose” described in Exhibit A.

9.3 Security. Each Party will maintain administrative, technical, and physical safeguards appropriate to the nature, volume, and sensitivity of the personal information it processes, designed to protect against unauthorized access, use, or disclosure.

9.4 Breach Notification. Each Party will notify the other Party without undue delay (and in no event later than [breach notification days] days) after becoming aware of any actual or reasonably suspected unauthorized access to or disclosure of personal information received from the other Party, and will reasonably cooperate in any required response, investigation, and notice obligations.

9.5 State Variations (Privacy). Use either Option A or Option B.

Option A (California — CCPA/CPRA Service Provider Terms): To the extent either Party processes personal information of California residents on behalf of the other Party in connection with this Agreement, the receiving Party will act as a “service provider” (as defined in Cal. Civ. Code Section 1798.140(ag)). The receiving Party will: (a) process personal information solely for the Permitted Purpose set out in Exhibit A and not for any other business or commercial purpose; (b) not sell or share the personal information; (c) not combine the personal information with personal information from other sources except as permitted under the CCPA/CPRA regulations; (d) provide reasonable assistance to the disclosing Party in responding to verified consumer requests; and (e) on request, certify its compliance with these obligations. Allocation of responsibility for handling consumer notices and requests is set out in Exhibit A.

Option B (Other States): Sections 9.1 through 9.4 apply, together with any additional state-specific requirements identified in Exhibit A.

10. EXCLUSIVITY; NON-COMPETE; NON-SOLICITATION

10.1 Category Exclusivity (Preferred Approach). If Exhibit A includes category exclusivity, the Sponsored Party will not, during the Exclusivity Period and within the defined exclusivity scope, accept sponsorship from, or grant substantially similar sponsorship benefits to, any Sponsor competitor in the defined category. The category, scope, period, and any named or excluded competitors are set out in Exhibit A.

10.2 Non-Compete (State Variation). Use either Option A, Option B, or Option C, depending on the governing-law state and where performance occurs.

Option A (California — No Non-Compete): No post-Term non-compete applies. Any sponsorship-protection objective will be addressed solely through the category-exclusivity arrangement in Section 10.1 and Exhibit A.

Option B (Texas — Narrow Non-Compete): During the Exclusivity Period and for [tx non-compete tail months] months thereafter, the Sponsored Party will not provide substantially similar sponsorship benefits to any direct competitor of the Sponsor in the defined category, within the geographic area of [tx non-compete geography]. This restriction is intended to be reasonable in time, geographic area, and scope of activity and supported by adequate consideration as required by Texas Business and Commerce Code Section 15.50. If any element is found unreasonable, the Parties consent to reformation by a court to the minimum extent necessary to make it enforceable.

Option C (Other States): No post-Term non-compete applies. The Parties will rely on the category-exclusivity arrangement in Section 10.1 and Exhibit A.

10.3 Non-Solicitation (Optional; Use Narrowly). If Exhibit A includes a non-solicitation, the restriction will be limited to (a) direct solicitation (not general advertisements or open job postings), (b) a period of [non-solicit months] months following expiration or termination, and (c) the named categories of personnel or sponsors identified in Exhibit A. The non-solicitation will not apply to the extent prohibited by applicable state law.

11. INDEPENDENT CONTRACTOR; NO EMPLOYMENT

11.1 Status. Each Party is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, employment, agency, or fiduciary relationship between the Parties.

11.2 No Authority to Bind. Neither Party may bind the other Party to any obligation, or hold itself out as having authority to do so, except as expressly permitted in this Agreement.

11.3 Worker Classification (State Variation). Use either Option A, Option B, or Option C, depending on where performance occurs.

Option A (California): The Parties intend the relationship to be that of independent contractors and will structure performance consistent with California's worker-classification rules, including California Labor Code Section 2775 (codifying the “ABC test” from Dynamex Operations West, Inc. v. Superior Court). Where the Sponsored Party performs as an individual, the Parties will scope the engagement around defined deliverables rather than day-to-day Sponsor control.

Option B (Massachusetts or New Jersey): The Parties will structure performance to satisfy the “ABC test” for independent-contractor status under M.G.L. c. 149 Section 148B (Massachusetts) or N.J.S.A. 43:21-19(i)(6) (New Jersey), as applicable. If actual performance would create employment-like control or business integration, the Parties will promptly revise Exhibit A.

Option C (Other States): Sections 11.1 and 11.2 apply as written, and the Parties will structure performance consistent with the common-law and IRS tests for independent-contractor status (see IRS Form SS-8 guidance).

12. CONFIDENTIALITY; DEFEND TRADE SECRETS ACT IMMUNITY NOTICE

12.1 Confidential Information. “Confidential Information” means non-public information disclosed by one Party (the “Discloser”) to the other (the “Recipient”) under or in connection with this Agreement that is marked confidential, identified as confidential at the time of disclosure, or that a reasonable person in the Recipient's position would understand to be confidential, including (without limitation) pricing, strategies, product roadmaps, customer and audience data, performance results that are not yet public, draft creative, and trade secrets.

12.2 Permitted Use; Protection. The Recipient will (a) use Confidential Information solely to perform this Agreement, (b) protect it using at least the same degree of care it uses for its own confidential information of similar sensitivity (and in no event less than reasonable care), and (c) limit access to its personnel and professional advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Section.

12.3 Exclusions. Confidential Information does not include information that (a) is or becomes publicly available without breach of this Agreement, (b) was already known to the Recipient without restriction at the time of disclosure, (c) is independently developed by the Recipient without use of or reference to the Discloser's Confidential Information, or (d) is lawfully received from a third party without a duty of confidentiality.

12.4 Compelled Disclosure. If the Recipient is required by law, subpoena, or court or regulatory order to disclose Confidential Information, it will (to the extent legally permitted) give the Discloser prompt written notice and reasonable cooperation to seek a protective order or other limit on disclosure.

12.5 Survival. The Recipient's obligations under this Section survive expiration or termination of this Agreement for [confidentiality survival years] years, except that obligations with respect to information constituting a trade secret survive for so long as the information remains a trade secret under applicable law.

12.6 DTSA Immunity Notice. Pursuant to the federal Defend Trade Secrets Act, 18 U.S.C. Section 1833(b), each individual signing this Agreement (in their individual capacity or on behalf of a Party) is hereby notified that:

(a) An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (i) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

(b) An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual: (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order.

13. REPRESENTATIONS AND WARRANTIES

13.1 Mutual. Each Party represents and warrants to the other that (a) it has the power and authority to enter into and perform this Agreement; (b) the individual signing on its behalf is duly authorized to do so; and (c) its performance of this Agreement will not knowingly violate any third-party agreement to which it is bound.

13.2 Sponsored Party. The Sponsored Party further represents and warrants that (a) it owns or has the rights necessary to grant the licenses in this Agreement to its Marks and to any content it provides under this Agreement; (b) the Sponsored Property and the Benefits, as delivered by the Sponsored Party, will not knowingly infringe the intellectual property or right-of-publicity rights of any third party; and (c) it has secured (or will secure prior to use) the consents required from any individuals appearing in or contributing to Sponsored Content.

13.3 Sponsor. The Sponsor further represents and warrants that (a) it owns or has the rights necessary to grant the licenses in this Agreement to its Marks and to any creative or assets it provides under this Agreement; and (b) the use of those Marks and creative as authorized under this Agreement will not knowingly infringe the intellectual property rights of any third party.

13.4 Anti-Corruption. Each Party represents and warrants that, in connection with this Agreement, neither it nor any person acting on its behalf will offer, promise, or give any payment, gift, or other thing of value to any person in violation of the U.S. Foreign Corrupt Practices Act (15 U.S.C. Sections 78dd-1 et seq.) or any other applicable anti-bribery or anti-corruption law.

13.5 Disclaimer. Except as expressly set out in this Agreement, each Party disclaims all other warranties, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

14. INDEMNIFICATION

14.1 Mutual Indemnity. Each Party (the “Indemnifying Party”) will defend, indemnify, and hold harmless the other Party and its officers, directors, employees, and agents (collectively, the “Indemnified Party”) from and against any third-party claims, actions, or proceedings (collectively, “Claims”) arising out of (a) the Indemnifying Party's breach of its representations and warranties in Section 13, (b) the Indemnifying Party's gross negligence, willful misconduct, or fraud, or (c) the Indemnifying Party's violation of applicable law, and will pay damages, settlements, and reasonable costs (including reasonable attorneys' fees) finally awarded against, or agreed in settlement by, the Indemnified Party in respect of any such Claim.

14.2 Process. The Indemnified Party will (a) promptly notify the Indemnifying Party of any Claim (provided that any delay in notice will reduce the Indemnifying Party's obligations only to the extent the Indemnifying Party is actually prejudiced), (b) give the Indemnifying Party sole control of the defense and settlement (except that the Indemnifying Party may not enter into any settlement that imposes any non-monetary obligation, admission of liability, or unindemnified payment on the Indemnified Party without that Party's prior written consent, not to be unreasonably withheld), and (c) provide reasonable cooperation at the Indemnifying Party's expense.

15. INSURANCE

15.1 Coverage. During the Term and for [insurance tail months] months thereafter, each Party will maintain, with reputable insurers, the following minimum coverages: (a) commercial general liability of at least [cgl limit usd] per occurrence; (b) if professional services or content production is provided, professional liability or errors-and-omissions coverage of at least [e&o limit usd]; and (c) any other coverages identified in Exhibit A (such as event cancellation, workers' compensation, or product liability for branded merchandise).

15.2 Certificates. On request, each Party will provide the other with a certificate of insurance evidencing the required coverages. Where the Sponsored Property is an in-person event, the Sponsored Party will, on request, name the Sponsor as an additional insured under its commercial general liability policy with respect to the event.

16. LIMITATION OF LIABILITY

16.1 No Indirect Damages. To the maximum extent permitted by applicable law, neither Party will be liable to the other for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, or business interruption, arising out of or in connection with this Agreement, even if advised of the possibility of such damages.

16.2 Cap. To the maximum extent permitted by applicable law, each Party's total cumulative liability arising out of or in connection with this Agreement will not exceed the greater of (a) the total amounts paid or payable by the Sponsor under this Agreement during the [cap lookback months] months immediately preceding the event giving rise to the claim, or (b) the Fee allocated to the specific Benefit or Deliverable that is the subject of the claim.

16.3 Exclusions from Cap and Exclusions. The limitations in Sections 16.1 and 16.2 do not apply to (a) the Sponsor's payment obligations under Section 4, (b) either Party's indemnification obligations under Section 14, (c) breaches of Section 12 (Confidentiality) involving the willful misappropriation of trade secrets, or (d) liability for fraud, gross negligence, or willful misconduct, or any other liability that cannot be limited or excluded under applicable law.

16.4 Savings Clause. If any provision of this Section is held unenforceable in any jurisdiction (including under the laws of Massachusetts or New Jersey, which limit certain exclusions in specific consumer contexts), that provision will be modified only to the minimum extent necessary to make it enforceable, and the remainder of this Section will continue in full force and effect.

17. TERMINATION

17.1 Termination for Convenience. Either Party may terminate this Agreement for convenience on [termination notice days] days' prior written notice, except that no Party may terminate for convenience during a non-cancellable campaign window identified in Exhibit A.

17.2 Termination for Cause. Either Party may terminate this Agreement immediately on written notice if the other Party materially breaches this Agreement and fails to cure that breach within [cure period days] days after receipt of written notice describing the breach in reasonable detail.

17.3 Termination for Insolvency. Either Party may terminate this Agreement immediately on written notice if the other Party (a) files or has filed against it any petition under bankruptcy or insolvency law that is not dismissed within sixty (60) days, (b) makes a general assignment for the benefit of creditors, or (c) ceases to conduct business in the ordinary course.

17.4 Brand Safety / Reputation. Either Party may terminate this Agreement immediately on written notice if the other Party (or any individual whose participation is material to the Sponsored Property under Exhibit A) engages in conduct that would reasonably and materially harm the terminating Party's reputation or goodwill, provided the terminating Party acts in good faith and provides a brief written explanation. If Exhibit A names key participants whose involvement is material, the Sponsor may also terminate if a named participant ceases to be involved in the Sponsored Property for any reason.

17.5 Force Majeure. Neither Party will be liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, pandemics, war, civil unrest, government action, labor disputes, or failures of telecommunications or utility infrastructure. The affected Party will give prompt notice and use commercially reasonable efforts to resume performance. If a force-majeure event prevents the Sponsored Property from occurring or substantially diminishes its value, either Party may terminate this Agreement on written notice and Section 17.6 will apply.

17.6 Effect of Termination. On expiration or termination: (a) the Sponsor will pay for Benefits delivered through the effective date of termination; (b) the Sponsored Party will refund any prepaid amounts allocable to Benefits not yet delivered (or, with the Sponsor's agreement, will provide make-goods of equivalent value); (c) each Party will cease using the other Party's Marks except as expressly permitted by surviving licenses; and (d) the provisions that by their nature should survive (including Sections 4 (paid amounts), 7 (ownership), 12 (Confidentiality), 13 (Representations), 14 (Indemnification), 16 (Limitation of Liability), 18 (Dispute Resolution; Governing Law), and 19 (Miscellaneous)) will survive.

18. DISPUTE RESOLUTION; GOVERNING LAW; VENUE

18.1 Good-Faith Negotiation. Before initiating any formal proceeding, the Parties will attempt in good faith to resolve any dispute arising out of or related to this Agreement through informal negotiation between business representatives for at least [negotiation period days] days following written notice of the dispute.

18.2 Governing Law and Venue. Use either Option A, Option B, Option C, or Option D for the choice of governing law and exclusive venue. Pick the same state in Exhibit A.

Option A (New York): This Agreement is governed by, and will be construed in accordance with, the laws of the State of New York, without regard to its conflict-of-laws rules. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in [county, new york], New York for any action arising out of or related to this Agreement.

Option B (Delaware): This Agreement is governed by, and will be construed in accordance with, the laws of the State of Delaware, without regard to its conflict-of-laws rules. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in [county, delaware], Delaware for any action arising out of or related to this Agreement.

Option C (California): This Agreement is governed by, and will be construed in accordance with, the laws of the State of California, without regard to its conflict-of-laws rules. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in [county, california], California for any action arising out of or related to this Agreement.

Option D (Other State): This Agreement is governed by, and will be construed in accordance with, the laws of the State of [governing law state], without regard to its conflict-of-laws rules. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in [venue county, governing law state] for any action arising out of or related to this Agreement.

18.3 Sexual-Harassment Carve-Out. Notwithstanding any other provision of this Agreement, the Parties acknowledge that, under the federal Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act of 2021 (9 U.S.C. Section 402), no pre-dispute arbitration agreement and no pre-dispute joint-action waiver is valid or enforceable with respect to a case relating to a sexual-assault or sexual-harassment dispute, at the election of the person alleging the conduct. The applicability of this carve-out is determined by the court, not by an arbitrator.

18.4 Equitable Relief. Either Party may seek temporary, preliminary, or permanent injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property, Confidential Information, or other proprietary rights, without first complying with Section 18.1 and without posting bond except as required by law.

18.5 Electronic Signatures. This Agreement may be signed electronically, and electronic signatures will have the same legal effect as original handwritten signatures (E-SIGN Act, 15 U.S.C. Section 7001; Uniform Electronic Transactions Act as adopted in the governing-law state, or, in New York, Article III of the State Technology Law). This Agreement may be signed in counterparts, each of which will constitute an original and which together will constitute one Agreement.

19. MISCELLANEOUS

19.1 Notices. All formal notices under this Agreement must be in writing and delivered to the addresses set out in Exhibit A (or to updated addresses provided by notice). Notices may be delivered by personal delivery, recognized overnight courier, certified mail (return receipt requested), or by email to the notice email addresses set out in Exhibit A. Email notices are effective on confirmed receipt or the next business day, whichever is earlier.

19.2 Assignment. Neither Party may assign or transfer this Agreement, in whole or in part, without the other Party's prior written consent (not to be unreasonably withheld), except that either Party may assign this Agreement, on written notice, to a successor in connection with a merger, reorganization, change of control, or sale of all or substantially all of its assets relating to this Agreement, provided the successor assumes this Agreement in writing.

19.3 Subcontracting. The Sponsored Party may engage subcontractors to perform logistical or production tasks but will remain responsible for performance and for the acts and omissions of its subcontractors as if they were its own.

19.4 Entire Agreement. This Agreement (including Exhibit A) constitutes the entire agreement between the Parties regarding the Sponsorship and supersedes all prior or contemporaneous discussions, proposals, and agreements regarding the same subject matter.

19.5 Amendments. Any amendment to this Agreement must be in writing and signed by both Parties. Email confirmation that clearly identifies the change and is acknowledged in writing by both Parties is sufficient.

19.6 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will continue in full force and effect, and the invalid or unenforceable provision will be modified to the minimum extent necessary to make it enforceable while preserving the Parties' original intent.

19.7 No Waiver. A failure or delay in exercising any right under this Agreement does not constitute a waiver of that right, and a single or partial exercise of any right does not preclude further exercise of the same right or any other right.

19.8 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their permitted successors and assigns, and does not confer any rights on any third party.

19.9 Construction. Headings are for convenience only and do not affect interpretation. “Including” means “including without limitation.” References to any statute or regulation include amendments to and re-enactments of it. Each Party has had the opportunity to review this Agreement; it will not be construed against the drafter.

20. SIGNATURES

The Parties have executed this Agreement as of the Effective Date.

SPONSOR

Signature: _______________________________________________

Printed Name:

Title:

Date:

Address:

Email:

SPONSORED PARTY

Signature: _______________________________________________

Printed Name:

Title:

Date:

Address:

Email:

EXHIBIT A — KEY COMMERCIAL TERMS

A.1 Parties and Notice Details

Sponsor Legal Name: [sponsor legal name]

Sponsor State of Formation: [sponsor state of formation]

Sponsor Entity Type: [sponsor entity type]

Sponsor Address: [sponsor address]

Sponsor Notice Email: [sponsor notice email]

Sponsor Notice Contact Name: [sponsor notice contact name]

Sponsor Brand Name (for disclosures): [sponsor brand name]

Sponsored Party Legal Name: [sponsored party legal name]

Sponsored Party State of Formation: [sponsored party state of formation]

Sponsored Party Entity Type: [sponsored party entity type]

Sponsored Party Address: [sponsored party address]

Sponsored Party Notice Email: [sponsored party notice email]

Sponsored Party Notice Contact Name: [sponsored party notice contact name]

A.2 Sponsored Property and Term

Sponsorship Name / Campaign: [campaign name]

Sponsored Property Description: [sponsored property description]

Territory: [territory]

Effective Date: [effective date]

End Date: [end date]

Naming Rights Granted? (Yes / No): [naming rights yes no]

Sponsored Property Title (if naming rights granted): [sponsored property title]

Approval Window (business days): [approval window days]

A.3 Fee and Payment

Fee Amount (USD): [fee amount usd]

Payment Schedule: [payment schedule]

Invoice Timing: [invoice timing]

Payment Terms (days): [payment terms days]

Dispute Notice Window (days): [dispute notice days]

Late Interest Rate (% per month): [late interest rate]

Sales / Use Tax Allocation: [sales tax allocation]

In-Kind Contributions (if any): [in kind contributions description]

A.4 Benefits and Deliverables

Deliverable 1: [deliverable 1 description] (Due: [deliverable 1 due date])

Deliverable 2: [deliverable 2 description] (Due: [deliverable 2 due date])

Deliverable 3: [deliverable 3 description] (Due: [deliverable 3 due date])

Minimum Specifications: [minimum specifications]

Reporting Requirements: [reporting requirements]

Hospitality / Tickets (if any): [hospitality description]

A.5 Exclusivity

Category Exclusivity Included? (Yes / No): [category exclusivity yes no]

Defined Category: [exclusivity category definition]

Exclusivity Period: [exclusivity period]

Named Competitors (optional): [named competitors]

Excluded Sponsors (optional): [excluded sponsors]

Non-Compete Option Selected (Section 10.2): [non compete option selected]

Non-Solicit Months (if applied): [non solicit months]

A.6 Content Rights

Sponsored Content to be Created: [sponsored content description]

Owner of Sponsored Content (Sponsor / Sponsored Party / Joint): [sponsored content owner]

Sponsor Repost License (months after Term): [sponsor repost license months]

Sponsor Paid-Media Rights (Yes / No, scope): [sponsor paid media rights]

Attribution Requirements: [attribution requirements]

Approval Workflow: [approval workflow]

A.7 Data and Privacy

Personal Information Exchanged? (Yes / No): [personal information yes no]

Permitted Purpose: [permitted purpose]

Categories of Data: [data categories]

Method of Sharing (CSV / API / platform): [data sharing method]

Responsibility for Consumer Notices and Requests: [privacy responsibility allocation]

Privacy Section Option Selected (9.5): [privacy option selected]

Breach Notification Window (days): [breach notification days]

A.8 Term, Renewal, and Termination Settings

Renewal Mechanic (Option A / Option B / None): [renewal option selected]

ROFN Window (days): [rofn window days]

ROFR Window (days): [rofr window days]

ROFR Match Window (days): [rofr match days]

Termination Notice (days, for convenience): [termination notice days]

Cure Period (days, for cause): [cure period days]

Non-Cancellable Campaign Window (if any): [non cancellable window]

Key Participants (whose involvement is material): [key participants]

A.9 Insurance and Liability

Commercial General Liability Limit (USD per occurrence): [cgl limit usd]

Errors-and-Omissions / Professional Liability Limit (USD): [e&o limit usd]

Other Required Coverages (event cancellation, product liability, etc.): [other insurance coverages]

Insurance Tail (months after Term): [insurance tail months]

Liability Cap Lookback (months): [cap lookback months]

Confidentiality Survival (years): [confidentiality survival years]

A.10 Dispute Resolution and Governing Law

Pre-Dispute Negotiation Period (days): [negotiation period days]

Governing Law Option Selected (Section 18.2): [governing law option selected]

Governing Law State (Option D): [governing law state]

Venue County (Options A / B / C): [county, new york] / [county, delaware] / [county, california]

Venue County (Option D): [venue county, governing law state]

A.11 Worker Classification (if Sponsored Party is an Individual)

Worker Classification Option Selected (Section 11.3): [worker classification option selected]

A.12 Texas Non-Compete (if Option B at Section 10.2)

Texas Non-Compete Tail (months): [tx non-compete tail months]

Texas Non-Compete Geography: [tx non-compete geography]

A.13 Additional Notes

Additional Notes (optional): [additional notes]