Sponsorship Agreement (US)
Comprehensive sponsorship agreement for brand, event, and content partnerships under US law.
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.”
Note: This template is designed for typical brand, event, and content sponsorships used by small and growing businesses. If the engagement involves employment-like services, exclusive sales representation, regulated endorsements (for example, health, finance, or supplement products), or processing of children's personal information, the Parties should obtain advice tailored to those rules before signing.
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.
Note: Exhibit A is the deal sheet — fee, dates, deliverables, exclusivity, governing-law state, and similar variables. Putting commercial choices in one place makes the agreement easier to negotiate and easier to amend later.
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;
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About this template
What is this template?
This is a commercial sponsorship agreement that defines the exchange of financial support for marketing benefits and intellectual property licenses. It contains a modular Exhibit A for commercial variables and specific legal 'Options' to handle state-level differences in non-compete and worker classification laws. It is not an employment contract or a simple talent release form.
When should you use it?
Use this document when a brand is paying for exposure through a specific property, event, or person and needs to define category exclusivity and IP ownership. Use a Professional Services Agreement instead if the primary focus is on work-for-hire deliverables without marketing exposure.
What's inside
| Clause | Name | What it does |
|---|---|---|
| 2 | Sponsorship; Rights Granted | Grants mutual, royalty-free licenses to use each other's name and logos within the specific Territory and channels defined in Exhibit A. |
| 2.3 | Approvals | Establishes a deemed-approval window for brand uses if a Party does not refuse in writing within the specified number of business days. |
| 6.2 | Missed Deliverables | Obliges the Sponsored Party to provide a comparable 'make-good' or a pro-rata refund for material benefits not delivered by the deadline. |
| 7.2 | Sponsored Content | Assigns default ownership of new content to the Sponsored Party while granting the Sponsor a repost license for a set number of months. |
| 8.2 | Sponsorship and Endorsement Disclosures | Mandates clear and conspicuous disclosures, such as #ad or #sponsored, in compliance with FTC Endorsement Guides at 16 C.F.R. Part 255. |
| 9.5 | State Variations (Privacy) | Includes specific service provider terms for California residents to comply with CCPA/CPRA requirements under Cal. Civ. Code Section 1798.100. |
| 10.1 | Category Exclusivity | Prohibits the Sponsored Party from accepting sponsorships from competitors within a defined category for the duration of the Exclusivity Period. |
| 11.3 | Worker Classification | Provides optional language to satisfy the 'ABC test' for independent contractor status in California, Massachusetts, or New Jersey. |
| 12 | Confidentiality; DTSA Immunity Notice | Protects non-public data for a set number of years and includes the mandatory immunity notice required by 18 U.S.C. Section 1833(b). |
| 15 | Insurance | Requires both Parties to maintain commercial general liability and professional liability coverage for the Term plus a specified tail period. |
| 16.2 | Limitation of Liability | Caps total cumulative liability at the greater of the fees paid during a set lookback period or the specific benefit's value. |
| 17.4 | Brand Safety / Reputation | Permits immediate termination if a Party or a key participant engages in conduct that materially harms the other Party's reputation. |
Who it's for
- a US-based brand sponsoring a social media influencer or content creator
- a business supporting a live event in exchange for marketing exposure and naming rights
- an athlete or performer providing endorsement services to a corporate sponsor
- marketing agencies managing brand partnerships under New York, Delaware, or California law
How long it runs and how it's signed
Law it's drafted under
New York note
This version is drafted for New York. US contract and employment rules vary by state, so it will not transfer cleanly elsewhere. Tell GitLaw where the parties are and it adjusts the draft.
Frequently asked questions
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