
Adam Frankel
General Counsel · Technology & AI
15+ years as General Counsel to technology, cloud & AI companies
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;
This is a preview. The full template is free on GitLaw.
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This document is a commercial sponsorship agreement that defines the deliverables, payment terms, and intellectual property licenses for a promotional partnership. It is not an employment contract, and it contains specific "ABC test" language to maintain independent contractor status. It includes a modular Exhibit A to handle deal-specific variables like naming rights and exclusivity definitions.
Use this document when a brand pays a party to promote products or services at an event or through digital content. Use a dedicated Speaker Agreement if the engagement is limited to a single appearance without broader brand licensing or exclusivity.
| Clause | Name | What it does |
|---|---|---|
| 2.2 | License to Use Marks (Mutual) | Grants reciprocal rights to use each party's name and logos within the specific territory and channels defined in Exhibit A. |
| 2.3 | Approvals | Deems approval granted if a party does not refuse a new use of its marks in writing within a specified business-day window. |
| 4.2 | Invoicing | Obliges the Sponsor to pay all undisputed invoiced amounts within the specific number of days defined in Exhibit A. |
| 8.2 | Sponsorship and Endorsement Disclosures | Requires the Sponsored Party to follow FTC Endorsement Guides including the use of #ad or #sponsored tags in content. |
| 9.5 | State Variations (Privacy) | Provides specific service provider terms for California residents to comply with the CCPA and CPRA. |
| 10.2 | Non-Compete (State Variation) | Offers jurisdiction-specific options for post-term restrictions, including a narrow Texas-compliant provision and a California-compliant exclusion. |
| 12.5 | Confidentiality | Specifies that confidentiality obligations survive termination for a period of years defined in Exhibit A, except for trade secrets. |
| 15.1 | Insurance | Requires parties to maintain commercial general liability coverage of at least a specific dollar amount per occurrence. |
| 16.2 | Cap | Limits total liability to the greater of the fees paid during a lookback period or the specific benefit's allocated fee. |
| 17.2 | Termination for Cause | Permits immediate termination if a material breach remains uncured for a specific number of days following written notice. |
| 17.4 | Brand Safety / Reputation | Allows immediate termination if a party or named key participant engages in conduct that materially harms the other's reputation. |
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Sponsorship agreement for US brands, events and content creators. Covers the sponsorship fee and payment terms, the benefits and deliverables the sponsored party must provide, approval of content and use of each side's trademarks, FTC endorsement and disclosure rules, exclusivity, make-goods and credits for missed deliverables, data protection, insurance, mutual indemnities, limitation of liability and termination, with a key commercial terms exhibit. Reviewed by the GitLaw Standards Committee.