This sponsorship agreement is between
The Organizer is engaged in the organization and production of
The Sponsor wishes to sponsor the Event by providing
The parties therefore agree as follows:
1. GRANT OF RIGHTS.
In exchange for the Sponsorship Fee (as described in section 2 below), the Sponsor will receive the following rights in connection with the Event (collectively, the "Sponsorship Rights"):
- (a) Promotional Rights. The Sponsor will receive the right to:
(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) .
- (b) Event Rights. The Sponsor will receive:
(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)
- (c) Media Rights. The Sponsor will:
- (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)
- (i) Be named in all press releases for the Event.
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 .
(b) The Sponsor shall be charged $ for each bounced check and late payment.
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.
- (i) either party on provision of
6. EXCLUSIVITY OF SPONSORSHIP.
During the Term
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 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
- (b) Organizer Trademarks.
- (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.
- (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
(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.
- (b) Of Organizer by Sponsor. The Sponsor shall indemnify the Organizer against any Losses or Litigation Expenses that it may suffer arising out of:
- (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
- (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.
- (b) Event Cancellation. If the Event is cancelled because of a Force Majeure Event, the Sponsor shall have no obligation to make any future payments of the Sponsorship Fee to the Organizer and the Organizer will promptly refund the Sponsor any payments of the Sponsorship Fee already received by the Organizer. However, if only part of the Event is cancelled, the Sponsor will receive a refund of a proportionate share of any payments of the Sponsorship Fee already paid to the Organizer.
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.
Date: _________________ |
By:__________________________________________ |
| Name: |
|
Date: _________________ |
By:__________________________________________ |
| Name: |
[PAGE BREAK HERE]
LIST OF SPONSOR'S COMPETITORS
- 1.
2. 3. 4. 5. 6. 7. 8. 9. 10.
[PAGE BREAK HERE]
EXHIBIT B
INSURANCE COVERAGE
| add border | |||
|---|---|---|---|
| Responsible Party | Type of policy | Description | Limits |
| $ |
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How-to guides, articles, and any other content appearing on this page are for informational purposes only, do not constitute legal advice, and are no substitute for the advice of an attorney.
Sponsorship agreement: How-to guide
Financial support is critical to an event’s success. Organizers of concerts, sporting events, fundraisers, and festivals often ask companies and individuals to become sponsors of their events. In exchange for a cash or prize sponsorship, a sponsor receives certain benefits, typically some advertising space at the event, use of the event’s logo to promote products or services, and name mentions in press releases and media coverage. Depending on the event, the sponsor may receive other benefits, including complimentary tickets or passes, access to hospitality rooms or tents, and the chance to meet attending performers or celebrities.
A sponsor may insist that none of its competitors will be permitted to sponsor the event and that the terms of its sponsorship remain confidential. On the other hand, organizers may want assurance that a sponsor won’t sponsor or host a competing event. To address these and other concerns, including cancellations and responsibility for accidents and injuries, and to protect themselves from the liabilities associated with event sponsorship, event organizers and sponsors must use a well-drafted sponsorship agreement.
A sponsorship agreement should be used to spell out each party’s duties and service expectations. Many things can go wrong in the process, and a detailed agreement can limit frustrations and make processes clear from the beginning. Both parties must continue to discuss the terms of their agreement, settling questions about services, payment, and responsibilities until they reach an agreement on terms and are ready to sign the contract.
Essential aspects you should know while creating a sponsorship agreement
A sponsorship agreement is designed to protect the parties during the contract term. In your agreement, along with mentioning the terms and conditions, you need to describe the event in detail, the specific rights to be included, and the related fees.
Mention terms and conditions in detail
Before sitting down to write event details, decide what your goals are for the sponsorship agreement. It can contain any agreed-on terms but should, at a minimum, include a description of the sponsorship rights, including promotional and advertising rights, media rights and coverage, event participation, sponsorship fees, payment terms, rebates, and insurance obligations. Clarify the terms and conditions of your sponsorship agreement and ensure the parties involved are on the same page before making the agreement in writing.
Key points to note while using a sponsorship agreement template
Many organizers have their own sponsorship agreement template that they will want to use. Not surprisingly, these agreements tend to limit the organizer’s obligations and liabilities and might include provisions like:
- The sponsor’s promise not to sponsor a competing event in any area near the event for a certain period of time.
- Limitations on the organizer’s responsibility to the sponsor for claims arising from the event, particularly for property damage, injury, or death.
- Limitations on the organizer’s obligations to the sponsor if the event is canceled because of circumstances beyond the parties’ control (like earthquakes, fires, or strikes)
If an organizer insists on using its template and you are committed to sponsoring the event, read the contract carefully to ensure you know your long-term rights are protected. Potential sponsors should consider the following sponsorship terms:
- Whether what you are receiving for your sponsorship is appropriate for the fee, particularly with respect to your visibility in promotional materials and at the event.
- Your right to terminate the sponsorship agreement if certain objectives are not met (e.g., registration for the event is low, no media coverage is obtained) and any penalties you would face for that termination (e.g., forfeiture of the sponsorship fee or of any payments you’ve already made).
- Your rights to renew the sponsorship if you are the sponsored party.
- Whether you can exclude your competitors from sponsorship and, if so, whether your agreement has provisions to protect you from ambush marketing tactics by your competitors.
- Whether any of your competitors own or advertise in the event venue and how that will impact your visibility.
- Whether you can sell or give away your products or services at the event.
- Whether restrictions on your sponsorship or hosting of other events are narrow in location and time.
- Whether you can get a rebate if the event is cancelled through no fault of the parties, if the organizer fails to meet certain objectives, or if television coverage is preempted.
- Whether you can postpone the event if there is a threat of harm to you or the public.
- If you are comfortable with any insurance obligations.
When you use a template for your sponsorship agreements, it is always better to use a simple and straightforward one. Use LegalZoom’s easily understandable sponsorship agreement template to draft your agreements faster and easier.
Important provisions to be included
Discuss with the other party the items essential to your arrangement and include them in the agreement. You may want to include provisions that address:
- Renewals of the sponsorship
- Exclusivity and restrictions on competitive sponsorships.
- How and when logos, trademarks, service marks, and trade names can be used
- Whether the terms and conditions of the agreement should be kept confidential
- Security safeguards for the event
- Sale or give away of merchandise at the event
- Post-event activities
- Obligations to indemnify the other party
- Rebates of fees if certain events don’t happen
- Insurance obligations
Check governing laws of the state and other provisions
If you use a sponsorship agreement template, certain provisions in the template may need to be strengthened or adapted to fit your state’s rules. For example, if your agreement will restrict the sponsor’s ability to host or sponsor other events, review your state’s laws regarding non-compete agreements.
Getting prior written consent
If the parties involved mutually agree to the sponsorship terms, they can affirm it by providing their respective signatures in the agreement. Each party must sign two copies of the agreement. One copy is kept by the organizer, and the other is for the sponsored party.
Revisions, if needed
If you think the sponsorship agreement is too imbalanced for your purposes, whether too broad or too restrictive, revise or restructure certain provisions after discussing and reaching a mutual agreement with the other party.
Spend time to read and review the agreement
Prior to written approval, allow each party to spend some time reviewing the agreement once drafted. This will reduce the likelihood, or at least the efficacy, of a claim that a party did not understand any terms or how those might affect the agreement as a whole.
Both parties should review the completed agreement carefully to ensure that all relevant deal points have been included. It is better to be over-inclusive than under-inclusive. Do not assume that certain expectations or terms are agreed to if they are not stated expressly in the document.
You can contact an attorney and seek counsel if your agreement is complicated. Lawyers can draft you a legally binding contract if you pay reasonable attorney fees. There are lawyers who provide affordable legal services that your organization can opt for.
What are the components that a sponsorship agreement constitutes?
The following instructions will help you understand the terms of your agreement.
Introduction
Begin the sponsorship agreement with a brief introduction wherein you need to mention the details of the parties involved. Identify the parties and, if applicable, what type of organization(s) they are (e.g., individual, corporation, partnership).
Note that each party is given a name (e.g., “organizer,” “sponsor,” etc.) that will be used throughout the agreement. The party organizing the event is called the “organizer,” and the party sponsoring the event is called the “sponsor.”
Herein, you must also include the effective date when the agreement is signed.
Recitals
The “whereas” clauses, referred to as recitals, define the world of the agreement and offer key background information about the parties. As a whole, the recitals state the intent and ability of the parties to enter into the sponsorship arrangement. Herein, provide brief descriptions of the event and the sponsorship.
Grant of rights
This section confirms the parties’ agreement that the organizer will provide the sponsor with certain rights in exchange for sponsoring the event. You can mention the sponsorship rights pertaining to the event, like the media and advertising rights, usage of promotional material, and other intellectual property rights related to the parties.
Sponsorship fee
Provide details of the financial sponsorship the sponsor agrees to pay the organizer for the event. If your sponsorship will be provided in another form (e.g., product donation or services), you need to modify the terms of this section accordingly.
Term
Indicates that the agreement shall remain valid till the date specified in the agreement.
Sponsorship renewal
This section explains the sponsor’s ability to renew its sponsorship if the event happens again. It indicates that the renewal option is simply an option that the sponsor can agree to or disagree with the terms of the event when it happens next. If the renewal is on different terms than those in the existing agreement, you and the other party can either agree on those terms now or wait until the sponsor does renew and discuss future terms.
Termination
Explains that certain actions or events will cause the agreement to end out of time (i.e., before the event has finished). Both parties can terminate the contract if the other party breaches its obligations and does not fix this breach or fails to comply with certain requirements. For e.g., the organizer can terminate the contract if the sponsor’s breach has occurred. It can be regarding using the organizer party’s trademarks or any other material breach.
The party seeking to end the contract must give written notice of its intent to do so. Also include details of how many days prior written notice should be provided while terminating the contract. Note that one party can end the contract without notice if the other party is convicted of a crime. A party can also terminate with written notice if the other party’s representations in the agreement turn out to be false.
In this part, you must also explain whether the sponsor must pay the organizer if termination happens close to the event.
Exclusivity of sponsorship
The organizer will not let any of the sponsor’s competitors sponsor or otherwise be associated with the event. If the sponsor will have the right to approve or deny every sponsor, you should modify this section accordingly.
No competing sponsorships
It limits the sponsor’s ability to host or sponsor other events (or, more narrowly, other competing events) during the time period and in the area of the event.
Responsibilities
Lists each party’s responsibilities under the agreement.
Parties’ representations and warranties
Details the parties’ promises under the agreement. These items relate generally to each party having the legal right and ability to complete its obligations under the contract.
Trademarks
Each party gives the other party the right to use its name, logo, and trademarks in connection with event activity promotions. Each party also has the right to prevent the other party’s use of its trademarks.
Event merchandise
This section lets one or both parties produce, sell, or give away event merchandise with the other party’s trademarks. If trademarks are protected and you don’t want the other party to use them in the merchandise, you can also mention it here.
Indemnification
This provision allocates responsibilities between the parties if problems arise in the future and protects each party from the consequences of the other’s breach of its obligations or misrepresentations. You can make the organizer financially responsible for the sponsor’s event-related losses, but only if the organizer negligently or intentionally caused the loss.
Insurance
States which party or parties must buy insurance to cover the event. The description of the type or amount of that insurance should also be mentioned.
Cancellation
The organizer can cancel the event if an event (like a fire, accident, or earthquake) interferes with the event through no fault of its own. Include details of any additional incidents that could cause the cancellation of your event. After cancellation, the sponsor won’t have to make any future payments of the sponsorship fee.
If an event is canceled the organizer is required to refund all or part of the sponsorship fee to the sponsor. The organizer also needs to buy cancellation insurance.
Right to postpone the event
This section lets the sponsor request that the event be postponed if the sponsor is legitimately concerned for its safety or that of the general public.
Confidentiality
It states that each party is to keep the terms of the agreement confidential. You can also set an expiration date for these obligations. In other words, after a certain period of time, neither party will have to keep that information secret.
Nature of relationship
Explains that neither party is an employee, partner, or agent of the other party. This is an important distinction for many reasons, including those relating to insurance coverage, legal liability, and taxes.
Amendments
Indicates that any changes to the agreement are ineffective unless they are made in writing and signed by both parties.
Assignment
Explains that neither party can assign its obligations under the agreement without the consent of the other party. However, there is an exception to this general rule. It lets the sponsor assign its obligations and interests if another company buys or takes control of the sponsor.
Successors and assigns
States that the parties’ rights and obligations will be passed on to heirs or, in the case of companies, successor organizations or organizations to which rights and obligations have been permissibly assigned.
No implied waiver
This explains that if either party allows the other to ignore or break an obligation under the agreement, it does not mean that the party waives any future rights to require the other to fulfill those (or any other) obligations.
Notice
Lists the addresses to which all official or legal correspondence should be delivered. Provide the mailing address for both the organizer and the sponsor.
Governing law
Allows the parties to choose the state laws that will be used to interpret the document. You need to provide all the applicable state laws here.
Counterparts; electronic signatures
It says that even if the parties sign the agreement in different locations or use electronic devices to transmit signatures (e.g., fax machines or computers), all of the separate pieces will be considered part of the same agreement. In a modern world where signing parties are often not in the same city - much less the same room - this provision ensures that business can be transacted efficiently without sacrificing the validity of the agreement as a whole.
To close the deal, you can rely on LegalZoom’s eSignature services as well.
Severability
Protects the terms of the agreement as a whole, even if one part is later invalidated. For example, if a state law is passed prohibiting choice-of-law clauses, it will not undo the entire document. Instead, only the section dealing with the choice of law would be invalidated, leaving the remainder of the agreement enforceable.
Entire agreement
The parties’ agreement that the document they’re signing is “the agreement” about the issues involved. Unfortunately, including this provision will not prevent a party from arguing that other enforceable promises exist, but it will provide you some protection from these claims.
Headings
In this section, clarify that the headings at the beginning of each section are meant to organize the document. Any interpretation of the clauses should not be based on the headings.
Frequently asked questions
What's a sponsorship agreement?
From music festivals, fairs, and carnivals to block parties and games, events can be expensive to organize. That's where sponsors come in. In exchange for financial or other support, organizers can offer sponsors space on promotional materials or give media spots, free tickets, VIP treatment, and more. A sponsorship agreement helps to get organizers and sponsors on the same page before an event and ensures it's a win-win for everyone involved.
To complete your sponsorship agreement, you'll need certain details prior. These are:
- Who the organizer is: Keep the name and contact information of the organizer ready
- Who the sponsor is: Have the sponsor’s name and contact information ready
- Details about the sponsorship: Know what contribution the sponsor makes and what they're promised in return
Free Sponsorship Agreement Template
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