[{"id":"c036426c-7b43-4821-a6f8-24e4ec36b193","order":10,"text":"SPONSORSHIP AGREEMENT","fontSize":"22","textAlign":"center","bold":true,"underline":false,"marginBottom":"30","cflou":false,"active":true,"marginTop":"0"},{"id":"a5f89ce4-ec41-405e-923e-09edca4035b6","order":20,"text":"This Sponsorship Agreement (this “Agreement”) is entered into and made effective as of [Effective Date] (the “Effective Date”), by and between:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"e88370f4-dfd6-490c-90ad-837f7c08dfe8","order":30,"text":"[Sponsor Legal Name], a [entity form] organized and existing under the laws of the State of [State of Incorporation], with its principal place of business located at [Principal Office Address] (the “Sponsor”); and","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true,"displayConditions":[{"field":"8de255a4-2afb-49be-8771-8c5b01ee0629","value":"indiv","type":"remove","operator":"="}]},{"id":"e9190520-d953-413b-bfc0-0476527bece7","order":40,"text":"[Sponsor Name], an individual residing at [Sponsor Address] (the “Sponsor”); and","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true,"displayConditions":[{"field":"8de255a4-2afb-49be-8771-8c5b01ee0629","value":"indiv","type":"add","operator":"="}]},{"id":"c1a5799e-6d7a-4e7e-bad9-d4f0ee66f327","order":50,"text":"[Nonprofit Legal Name], a [entity form] organized and existing under the laws of the State of [State of Incorporation], with its principal place of business located at [Principal Office Address], and recognized as a tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code, Federal Employer Identification Number [EIN] (the “Nonprofit”).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"3393f094-f863-426b-803c-a8dd42587064","order":60,"text":"The Sponsor and the Nonprofit may each be referred to herein as a “Party” and collectively as the “Parties.”","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"25","cflou":false,"active":true},{"id":"ec0b2496-5b6c-42d1-a2ff-774337af93ad","order":70,"text":"RECITALS","fontSize":"16","textAlign":"center","bold":true,"underline":true,"marginBottom":"15","cflou":false,"active":true,"marginTop":"10"},{"id":"332f1841-b246-42d0-a9e4-139e781f9db9","order":80,"text":"WHEREAS, the Nonprofit is a tax-exempt charitable organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), organized and operated exclusively for charitable, educational, religious, scientific, or other tax-exempt purposes, and contributions to which are deductible under Section 170(c) of the Code;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"8c99c2c0-a38c-4d15-b79b-60fd020082d8","order":90,"text":"WHEREAS, the Sponsor desires to support the Nonprofit and its charitable mission by providing financial contributions, in-kind goods or services, or both, in exchange for certain acknowledgements and benefits expressly set forth herein;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"9b3dac7e-c79d-47b1-8789-50ee00f05018","order":100,"text":"WHEREAS, the Parties intend that any payments made by the Sponsor to the Nonprofit hereunder constitute, to the maximum extent permitted by law, qualified sponsorship payments within the meaning of Section 513(i) of the Code and the Treasury Regulations promulgated thereunder, and shall not be treated as unrelated business taxable income (“UBIT”) to the Nonprofit;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true,"displayConditions":[{"field":"b7f8a1a4-4ff9-40f0-b10a-e0f498181062","value":"include","type":"add","operator":"="}]},{"id":"455f83c2-fd2a-4dd7-84fb-5419f183a6c3","order":110,"text":"WHEREAS, the Parties wish to memorialize the terms and conditions governing the Sponsor's support of the Nonprofit and the corresponding acknowledgements to be provided by the Nonprofit;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"9c83eed4-6d06-4303-bce6-280514e11f07","order":120,"text":"NOW, THEREFORE, in consideration of the mutual covenants, promises, and obligations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"25","cflou":false,"active":true},{"id":"0c1d03dd-df56-4182-ae45-db15fd5f6130","order":130,"text":"1. DEFINITIONS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"15","sectionNum":"S01"},{"id":"282e918a-f9ae-4398-89ed-5f95c1c4e9b8","order":140,"text":"For purposes of this Agreement, the following terms shall have the meanings set forth below. Other capitalized terms used in this Agreement shall have the meanings ascribed to them elsewhere herein.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2b0234c1-d778-4200-8981-3233dc4c5f78","order":150,"text":"“Agreement” means this Sponsorship Agreement, including all exhibits, schedules, and amendments hereto.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"86c7822c-fc4e-45d0-8124-f2638dfd0711","order":160,"text":"“Confidential Information” means any non-public information of a Party, whether written, oral, electronic, or in any other form, that is identified as confidential or that a reasonable person would understand to be confidential under the circumstances of disclosure, including without limitation business plans, donor and member lists, financial information, marketing strategies, and proprietary methodologies.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"51e5e52f-e247-4917-93e0-b37ecf7f96a8","value":"yes","type":"add","operator":"="}]},{"id":"d89edc0b-bc10-4489-84a2-90868d09e5b7","order":170,"text":"“Event” means the program, activity, conference, campaign, or other initiative of the Nonprofit identified herein in connection with which the Sponsorship is provided.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"137ed518-f4c0-4e0b-8157-1f9f68094115","order":180,"text":"“In-Kind Contribution” means goods or services provided by the Sponsor to the Nonprofit in lieu of, or in addition to, a cash payment, valued at their fair market value.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"dd7ed7a2-eb6b-4953-b77c-0966289846ad","order":190,"text":"“Intellectual Property” means all trademarks, service marks, trade names, logos, trade dress, copyrights, designs, domain names, and other indicia of origin, whether registered or unregistered, owned or controlled by a Party.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"99bd623f-44ed-40a2-914f-387ded714eb3","order":200,"text":"“Marks” means the trademarks, service marks, trade names, and logos of a Party.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"ebe28b64-0804-41ec-8674-99757fa6e83c","order":210,"text":"“Qualified Sponsorship Payment” has the meaning set forth in Section 513(i) of the Code, and generally means a payment made by any person engaged in a trade or business with respect to which there is no arrangement or expectation that such person will receive any substantial return benefit other than the use or acknowledgement of the name, logo, or product lines of such person's trade or business in connection with the activities of the tax-exempt organization.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"b7f8a1a4-4ff9-40f0-b10a-e0f498181062","value":"include","type":"add","operator":"="}]},{"id":"56f9cd6f-f3d1-483b-b235-2f2606e7c5ae","order":220,"text":"“Sponsorship” means, collectively, the cash payments, In-Kind Contributions, or both, provided by the Sponsor to the Nonprofit pursuant to this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"21f296e6-6a1d-4c88-a98b-fb5b783ef465","order":230,"text":"“Term” has the meaning set forth in the article entitled Term.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"5549a0b7-c163-473c-bb34-5ec90eead377","order":240,"text":"2. PURPOSE AND SCOPE OF SPONSORSHIP","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"10","sectionNum":"S02"},{"id":"9cf6a1c0-7a8b-4258-b49b-2bd6a059f6ce","order":250,"text":"The Sponsor agrees to provide the Sponsorship described herein to support the charitable activities of the Nonprofit, and the Nonprofit agrees to accept such Sponsorship and to provide the acknowledgements and benefits expressly set forth herein. The Sponsorship shall be provided at the [Sponsorship Level] level.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c2575dc8-1935-49e2-9bd4-bb076e1e473b","order":260,"text":"The Sponsorship is provided specifically in connection with [Event/Program Name] (the “Event”).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"35fb763a-67ef-4bfd-b1c8-5c32cfc5349f","order":270,"text":"Nothing in this Agreement shall be construed as creating a partnership, joint venture, agency, employment, or franchise relationship between the Parties. Neither Party shall have any authority to bind the other, nor shall either Party hold itself out as having such authority. The Sponsor acknowledges that the Nonprofit retains full and complete control over the planning, content, and conduct of the Event and all of its programs, and that no Sponsorship payment confers upon the Sponsor any right to direct or control the Nonprofit's activities.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"082ef32a-53ff-486a-b564-6b66dfc80657","order":280,"text":"3. TERM","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"10","sectionNum":"S03"},{"id":"aad97696-00b2-433d-90c4-f437d3635043","order":290,"text":"This Agreement shall commence on [Term Start Date] and shall continue in full force and effect until [Term End Date], unless earlier terminated in accordance with the provisions of the article entitled Termination (the “Term”).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"d0da7ed2-0ad9-4a23-9cae-5803ac8f5eb0","value":"fixed","type":"add","operator":"="}]},{"id":"53c56509-2f98-429a-93f9-3e7cfb9caccb","order":300,"text":"This Agreement shall commence on the Effective Date and shall continue in full force and effect through and including the conclusion of the Event scheduled for [Event Date], and for a period of sixty (60) days thereafter to permit completion of post-Event obligations, unless earlier terminated in accordance with the article entitled Termination (the “Term”).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"d0da7ed2-0ad9-4a23-9cae-5803ac8f5eb0","value":"event","type":"add","operator":"="}]},{"id":"11f8f393-6b01-46bc-970d-083562d4dd8a","order":310,"text":"Upon expiration of the Term, this Agreement shall automatically renew for successive one-year periods on the same terms and conditions, unless either Party provides written notice of non-renewal to the other Party at least sixty (60) days prior to the expiration of the then-current Term. Any such renewal shall be subject to the Nonprofit's continued tax-exempt status and the availability of corresponding sponsorship opportunities.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"636dc29c-5c6a-4db2-bec1-3466e102bc59","value":"yes","type":"add","operator":"="}]},{"id":"bcab6907-6e2f-458c-a6dc-163140eabbcb","order":320,"text":"This Agreement shall not automatically renew. Any extension or renewal hereof shall be effective only if memorialized in a written instrument executed by authorized representatives of both Parties.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"636dc29c-5c6a-4db2-bec1-3466e102bc59","value":"no","type":"add","operator":"="}]},{"id":"2444c8c4-c330-4dd8-81de-313cfa513c2a","order":330,"text":"4. SPONSORSHIP CONTRIBUTION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"10","sectionNum":"S04"},{"id":"a95e126f-e448-47e6-b780-0254a208537e","order":340,"text":"(a) Cash Contribution. The Sponsor shall pay to the Nonprofit a cash contribution in the total amount of US$[Cash Amount] (the “Cash Contribution”). Payment shall be made by check payable to the order of the Nonprofit, by Automated Clearing House (ACH) transfer, or by wire transfer to an account designated by the Nonprofit.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f6a51e2f-9e70-4159-86ad-6fcd904a247d","value":"inkind","type":"remove","operator":"="}]},{"id":"cd973c24-11ee-46a3-83fa-71bf335abca8","order":350,"text":"The Cash Contribution shall be paid in a single lump sum within thirty (30) days following the later of (i) the Effective Date and (ii) the Sponsor's receipt of an invoice from the Nonprofit, and in any event no later than [Payment Due Date].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"ab5b95c9-b2a6-4947-8ce5-5792bdb28f09","value":"lump","type":"add","operator":"="},{"field":"f6a51e2f-9e70-4159-86ad-6fcd904a247d","value":"inkind","type":"remove","operator":"="}]},{"id":"26807645-1498-4a8e-9981-a11d1ebd4ef2","order":360,"text":"The Cash Contribution shall be paid in two (2) equal installments: the first installment shall be due on [First Payment Date], and the second installment shall be due ninety (90) days thereafter.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"ab5b95c9-b2a6-4947-8ce5-5792bdb28f09","value":"half","type":"add","operator":"="},{"field":"f6a51e2f-9e70-4159-86ad-6fcd904a247d","value":"inkind","type":"remove","operator":"="}]},{"id":"3d2b1ac1-922a-4242-87ba-162e2e337177","order":370,"text":"The Cash Contribution shall be paid in four (4) equal quarterly installments, commencing on [First Payment Date] and continuing on the same day of each subsequent calendar quarter until the Cash Contribution is paid in full.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"ab5b95c9-b2a6-4947-8ce5-5792bdb28f09","value":"quarterly","type":"add","operator":"="},{"field":"f6a51e2f-9e70-4159-86ad-6fcd904a247d","value":"inkind","type":"remove","operator":"="}]},{"id":"57394c3e-22d6-4dbe-9f54-f49aa94080c2","order":380,"text":"Any payment not received by the Nonprofit when due shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower, from the date due until the date paid in full. The Sponsor shall also reimburse the Nonprofit for reasonable costs of collection, including attorneys' fees.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f6a51e2f-9e70-4159-86ad-6fcd904a247d","value":"inkind","type":"remove","operator":"="}]},{"id":"a2b62ee6-c180-487b-9411-ea20d263c8f2","order":390,"text":"(b) In-Kind Contribution. The Sponsor shall provide to the Nonprofit the goods and/or services described as follows (the “In-Kind Contribution”): [Description of In-Kind Goods/Services]. The Sponsor and the Nonprofit agree that the fair market value of the In-Kind Contribution is US$[Fair Market Value], determined in good faith by the Parties. The Sponsor shall be solely responsible for any determination of the deductibility of the In-Kind Contribution for federal, state, or local tax purposes. The In-Kind Contribution shall be delivered no later than [Delivery Date].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f6a51e2f-9e70-4159-86ad-6fcd904a247d","value":"cash","type":"remove","operator":"="}]},{"id":"e4809ed1-695f-49f0-a4b4-8b547532ba9d","order":400,"text":"The Sponsor represents and warrants that any goods comprising the In-Kind Contribution are new, free from defects in materials and workmanship, and conform to all applicable federal, state, and local laws, regulations, and industry standards. Any services comprising the In-Kind Contribution shall be performed in a professional and workmanlike manner by qualified personnel.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f6a51e2f-9e70-4159-86ad-6fcd904a247d","value":"cash","type":"remove","operator":"="}]},{"id":"46430e59-0936-4f60-83a4-1db699f3ebf7","order":410,"text":"All amounts payable hereunder are exclusive of any applicable sales, use, value-added, or similar taxes, which, if applicable, shall be the responsibility of the Sponsor. The Nonprofit shall provide the Sponsor with a written acknowledgement of each contribution as may be required by Section 170(f)(8) of the Code.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"b9b66085-fecb-4fd8-ba03-f1f977d5b930","order":420,"text":"5. SPONSOR ACKNOWLEDGEMENTS AND BENEFITS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"10","sectionNum":"S05"},{"id":"5219a3a1-340f-41bc-9dfc-4fce2d4c3022","order":430,"text":"In consideration of the Sponsorship, the Nonprofit agrees to provide the Sponsor with the following acknowledgements and benefits, subject to and in accordance with this Agreement (collectively, the “Sponsor Benefits”):","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"34fdcc5a-52ea-462b-a53d-7dbfc6b8379f","order":440,"text":"Logo Placement and Recognition. The Nonprofit shall place the Sponsor's name and logo on its website, event materials, and printed collateral relating to the Event, in a size and prominence commensurate with the Sponsorship Level. The Sponsor shall furnish to the Nonprofit, at the Sponsor's expense, high-resolution digital files of its name and logo in usable formats. The Nonprofit shall use the Sponsor's name and logo solely in accordance with the brand guidelines, if any, provided in writing by the Sponsor.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"48321ce8-23bd-4312-921d-744383c6e46a","value":"1","type":"add","operator":"="}]},{"id":"ed020f4d-bdd4-4cf7-8bc0-e0b3c6bbd0a2","order":450,"text":"Complimentary Event Tickets. The Nonprofit shall provide the Sponsor with [Number] complimentary tickets, registrations, or admissions to the Event, which shall be non-transferable for sale or resale but may be allocated by the Sponsor to its employees, customers, or guests. Unused tickets are non-refundable and have no cash value.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"80cca03b-aaf6-492e-a9a1-03994ed90ce0","value":"0","type":"remove","operator":"="},{"field":"80cca03b-aaf6-492e-a9a1-03994ed90ce0","value":"","type":"remove","operator":"="}]},{"id":"ae535d70-9653-476c-959b-5d71c8c95a04","order":460,"text":"Speaking Opportunity. The Nonprofit shall provide the Sponsor with the opportunity for a designated representative of the Sponsor to address attendees of the Event, in a time slot, format, and duration to be determined by the Nonprofit in its reasonable discretion. The content of any such address shall be subject to advance review and approval by the Nonprofit, which approval shall not be unreasonably withheld.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"5bb0e874-4606-472a-b2b8-e35d0b2d699d","value":"1","type":"add","operator":"="}]},{"id":"79bef2a1-20af-4830-934c-43630d09ab26","order":470,"text":"Joint Announcement. The Parties shall cooperate in good faith to issue a joint press release or other public announcement of the Sponsorship, the form, timing, and content of which shall be mutually agreed in writing by the Parties prior to release. Neither Party shall issue any public statement regarding this Agreement or the Sponsorship without the prior written consent of the other Party, except as required by applicable law or stock exchange rule.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f0ec36b1-96c0-4bc9-8e7e-8d1de0926451","value":"1","type":"add","operator":"="}]},{"id":"49863f90-d41d-45d3-93df-e366459cca0b","order":480,"text":"Naming Rights. The Nonprofit shall designate the Event (or a specific component thereof) as follows: [Description of Naming Rights]. Such designation shall apply only during the Term and shall automatically terminate upon expiration or termination of this Agreement, after which the Nonprofit shall promptly cease all use of the Sponsor's name in any naming context.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"38eb47d9-639f-4b1b-886a-698cb243b0c0","value":"1","type":"add","operator":"="}]},{"id":"0597127d-9199-492f-96b7-b0be2c07b49e","order":490,"text":"Scope and Limitation of Benefits. The Parties expressly acknowledge and agree that the Sponsor Benefits set forth in this article are intended to constitute use or acknowledgement of the Sponsor's name, logo, and product lines within the meaning of Section 513(i) of the Code and Treasury Regulation § 1.513-4, and are not intended to confer upon the Sponsor any substantial return benefit. Accordingly, the Nonprofit shall not, in connection with the Sponsorship: (i) endorse the Sponsor's products or services; (ii) make qualitative or comparative statements about the Sponsor's products or services; (iii) include any price information or any indication of savings or value with respect to the Sponsor's products or services; (iv) include any call to action, inducement to purchase, sell, or use such products or services; or (v) provide the Sponsor with rights to exclusive providership in a manner that does not constitute an acknowledgement permitted by Treasury Regulation § 1.513-4. In the event any portion of the Sponsorship is determined by the Internal Revenue Service or other competent authority not to qualify as a Qualified Sponsorship Payment, the Parties shall negotiate in good faith to amend this Agreement to conform to the requirements of Section 513(i) and the regulations thereunder.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"b7f8a1a4-4ff9-40f0-b10a-e0f498181062","value":"include","type":"add","operator":"="}]},{"id":"d4c8ac61-7dac-40fb-b857-b7bc8e2e4971","order":500,"text":"The Nonprofit makes no warranty, express or implied, regarding the projected attendance, audience reach, media coverage, or other measurable outcomes of the Event. The Sponsor acknowledges that the value of the Sponsor Benefits derives principally from association with the Nonprofit's mission and reputation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"4a32b96f-5d67-4d69-aac3-32a4c327be71","order":510,"text":"6. EXCLUSIVITY","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"10","sectionNum":"S06"},{"id":"20955e41-ac99-44ed-b632-69e6a6035a47","order":520,"text":"During the Term, the Nonprofit shall not enter into a sponsorship agreement, partnership, or similar arrangement with any other entity whose primary business activity is [Exclusivity Category], in connection with the Event. For the avoidance of doubt, this exclusivity provision shall apply solely to the Event and shall not restrict the Nonprofit's other activities, donors, sponsors, or partners outside the Event.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"3fed5342-8567-4931-86c1-ab576d427fc2","value":"exclusive","type":"add","operator":"="}]},{"id":"e5c2dd9f-0164-4a28-b27d-8a08b21d1525","order":530,"text":"The Sponsorship is non-exclusive. The Nonprofit reserves the right to enter into similar or competing sponsorship arrangements with any other persons or entities, including competitors of the Sponsor, in connection with the Event or otherwise, at any time and on such terms as the Nonprofit deems appropriate in its sole discretion.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"3fed5342-8567-4931-86c1-ab576d427fc2","value":"nonexclusive","type":"add","operator":"="}]},{"id":"e3e971a2-0b9b-4469-b44b-fe2a19435224","order":540,"text":"Notwithstanding any other provision of this Agreement, the Nonprofit shall retain the right to accept charitable contributions from any source, including from entities engaged in the same line of business as the Sponsor, provided that such contributions are not accompanied by acknowledgement rights inconsistent with the exclusivity, if any, granted hereunder.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"3fed5342-8567-4931-86c1-ab576d427fc2","value":"exclusive","type":"add","operator":"="}]},{"id":"458243bf-9284-4212-8db7-47899d02b4b6","order":550,"text":"7. TRADEMARK LICENSE AND USE OF MARKS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"10","sectionNum":"S07"},{"id":"e0264009-1ca3-4236-ae39-e7d42f30f73b","order":560,"text":"Subject to the terms and conditions of this Agreement, each Party hereby grants to the other Party a limited, non-exclusive, non-transferable, royalty-free, revocable license, during the Term and solely for purposes of performing the obligations set forth in this Agreement, to use, reproduce, and display the licensor's Marks as expressly authorized herein.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"cbad0551-f2a9-4a12-8435-6ab3aec1c4fa","value":"mutual","type":"add","operator":"="}]},{"id":"9d05e255-6a0d-4f9b-938a-56d17027254c","order":570,"text":"Subject to the terms and conditions of this Agreement, the Sponsor hereby grants to the Nonprofit a limited, non-exclusive, non-transferable, royalty-free, revocable license, during the Term and solely for purposes of acknowledging the Sponsorship in accordance with this Agreement, to use, reproduce, and display the Sponsor's Marks as expressly authorized herein. The Nonprofit grants no license in its own Marks except as may be separately authorized by the Nonprofit in writing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"cbad0551-f2a9-4a12-8435-6ab3aec1c4fa","value":"sponsor_to_np_only","type":"add","operator":"="}]},{"id":"05e84b2f-a70f-4d5a-9064-9287816e7f4a","order":580,"text":"No license, express or implied, is granted by either Party to the other in any Intellectual Property, including the Marks of the granting Party. Any use by one Party of the other Party's name or logo in connection with this Agreement shall require the prior written approval of the owning Party on a case-by-case basis.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"cbad0551-f2a9-4a12-8435-6ab3aec1c4fa","value":"none","type":"add","operator":"="}]},{"id":"ecd66d76-38b5-44e3-b33d-e4a888c3fa83","order":590,"text":"Each Party acknowledges that the other Party owns all right, title, and interest in and to its respective Marks and Intellectual Property, and all goodwill arising from the use of such Marks shall inure exclusively to the benefit of the owning Party. Each Party shall use the other's Marks in strict accordance with any brand guidelines provided in writing, and shall not (i) modify or alter the Marks; (ii) combine the Marks with any other mark or use them in any manner that disparages or harms the reputation of the owning Party; or (iii) register or attempt to register any of the Marks or any confusingly similar mark.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"cbad0551-f2a9-4a12-8435-6ab3aec1c4fa","value":"none","type":"remove","operator":"="}]},{"id":"8643e027-6b09-4d70-a2fb-1046ad3af0db","order":600,"text":"All rights not expressly granted herein are reserved. The license granted hereunder shall terminate immediately upon expiration or termination of this Agreement, and each Party shall promptly cease all use of the other Party's Marks, except as may be required for historical or archival purposes.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"cbad0551-f2a9-4a12-8435-6ab3aec1c4fa","value":"none","type":"remove","operator":"="}]},{"id":"fad08018-750b-44b6-a84e-49451fa357e2","order":610,"text":"8. REPRESENTATIONS AND WARRANTIES","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"10","sectionNum":"S08"},{"id":"5bb17d7c-869d-4a74-9a41-956022ff4d4a","order":620,"text":"(a) Mutual Representations. Each Party represents and warrants to the other that: (i) it is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation; (ii) it has full power and authority to enter into and perform this Agreement, and the person executing this Agreement on its behalf has been duly authorized to do so; (iii) this Agreement constitutes a legal, valid, and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, and similar laws affecting creditors' rights generally; (iv) the execution, delivery, and performance of this Agreement do not violate any law, regulation, contract, or order to which it is bound; and (v) it shall comply with all laws, rules, and regulations applicable to its performance hereunder, including without limitation anti-bribery, anti-corruption, export control, and economic sanctions laws.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8e69fdec-a78a-4f9e-960f-4347529697ee","order":630,"text":"(b) Sponsor Representations. The Sponsor further represents, warrants, and covenants that: (i) it owns or has the right to use, and to license to the Nonprofit, the Sponsor's Marks for the purposes contemplated herein, and the Nonprofit's use of such Marks as authorized herein will not infringe any third party's intellectual property or other rights; (ii) any goods or services comprising the In-Kind Contribution conform to all applicable safety, quality, and regulatory standards; (iii) it is not, and is not controlled by, any person or entity included on any list of sanctioned or restricted persons maintained by the U.S. Office of Foreign Assets Control or comparable authority; and (iv) the Sponsorship and its association with the Nonprofit are consistent with the Sponsor's lawful business activities and do not arise out of, and are not intended to influence, any action by a public official.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4d46d4a7-f3ce-4bad-918e-f6d762ae22d2","order":640,"text":"(c) Nonprofit Representations. The Nonprofit further represents, warrants, and covenants that: (i) it is a tax-exempt organization described in Section 501(c)(3) of the Code, contributions to which are deductible under Section 170(c), and shall promptly notify the Sponsor in writing of any change in its tax-exempt status; (ii) it owns or has the right to use, and to license to the Sponsor as expressly contemplated herein, the Nonprofit's Marks; and (iii) it shall use the Sponsorship in furtherance of its tax-exempt charitable purposes, and shall not divert any portion of the Sponsorship to inure to the benefit of any private individual or for any non-exempt purpose.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"27380adc-5608-4c02-81dc-2e4d070840a9","order":650,"text":"(d) Disclaimer. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE, EACH PARTY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"133cfbba-a560-4b88-bf2c-2102154365f5","order":660,"text":"9. INDEMNIFICATION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"10","sectionNum":"S09"},{"id":"c3010864-7585-4176-a16c-03ba3b380493","order":670,"text":"(a) Mutual Indemnification. Each Party (the “Indemnifying Party”) shall defend, indemnify, and hold harmless the other Party, its directors, officers, employees, volunteers, agents, and affiliates (collectively, the “Indemnified Parties”) from and against any and all claims, demands, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and costs of investigation and settlement) (collectively, “Losses”) arising out of or relating to: (i) any breach by the Indemnifying Party of its representations, warranties, covenants, or obligations under this Agreement; (ii) any third-party claim that the Indemnifying Party's Marks, materials, goods, or services infringe or misappropriate any intellectual property or other rights of any third party; (iii) any negligent or wrongful act or omission of the Indemnifying Party or its personnel; or (iv) any violation of applicable law by the Indemnifying Party.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"165a7f47-781c-4af8-9568-5d5aa72ea82a","value":"mutual","type":"add","operator":"="}]},{"id":"516cf3a1-f02a-45ff-9fb1-b70a2a5703b3","order":680,"text":"(a) Sponsor Indemnification. The Sponsor shall defend, indemnify, and hold harmless the Nonprofit and its directors, officers, employees, volunteers, agents, and affiliates (collectively, the “Indemnified Parties”) from and against any and all claims, demands, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and costs of investigation and settlement) (collectively, “Losses”) arising out of or relating to: (i) any breach by the Sponsor of its representations, warranties, covenants, or obligations under this Agreement; (ii) any third-party claim that the Sponsor's Marks, materials, goods, or services infringe or misappropriate any intellectual property or other rights of any third party; (iii) any negligent or wrongful act or omission of the Sponsor or its personnel; (iv) any defect in any goods or services comprising the In-Kind Contribution; or (v) any violation of applicable law by the Sponsor.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"165a7f47-781c-4af8-9568-5d5aa72ea82a","value":"sponsor_only","type":"add","operator":"="}]},{"id":"9f1a6be2-c490-4b4d-b8ff-9ff23ba2f41f","order":690,"text":"(b) Procedure. The Indemnified Party shall: (i) promptly notify the Indemnifying Party in writing of any claim for which indemnification is sought, provided that the failure to give prompt notice shall not relieve the Indemnifying Party of its obligations except to the extent it is materially prejudiced by such failure; (ii) tender sole control of the defense and settlement of the claim to the Indemnifying Party (provided that the Indemnifying Party shall not settle any claim that imposes any non-monetary obligation on the Indemnified Party without the Indemnified Party's prior written consent, which consent shall not be unreasonably withheld); and (iii) cooperate reasonably, at the Indemnifying Party's expense, in the defense of the claim. The Indemnified Party shall have the right to participate in the defense at its own expense with counsel of its own choosing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"afefa9e5-2780-4f19-9690-928eb6fad118","order":700,"text":"10. LIMITATION OF LIABILITY","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"10","sectionNum":"S10"},{"id":"86474f48-fcdd-4abf-9fee-612100947032","order":710,"text":"EXCEPT FOR (I) A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER THE ARTICLE ENTITLED INDEMNIFICATION, (II) A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER THE ARTICLE ENTITLED CONFIDENTIALITY, (III) A PARTY'S MISUSE OF THE OTHER PARTY'S INTELLECTUAL PROPERTY OR MARKS, AND (IV) A PARTY'S FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITY, OR GOODWILL, ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"51e5e52f-e247-4917-93e0-b37ecf7f96a8","value":"yes","type":"add","operator":"="}]},{"id":"b0454c98-6757-4c64-a5f5-0e2b48cabfc3","order":711,"text":"EXCEPT FOR (I) A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER THE ARTICLE ENTITLED INDEMNIFICATION, (II) A PARTY'S MISUSE OF THE OTHER PARTY'S INTELLECTUAL PROPERTY OR MARKS, AND (III) A PARTY'S FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITY, OR GOODWILL, ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"51e5e52f-e247-4917-93e0-b37ecf7f96a8","value":"no","type":"add","operator":"="}]},{"id":"75f9b929-501a-4c2e-8e10-7e063ada67ec","order":720,"text":"EXCEPT WITH RESPECT TO THE MATTERS IDENTIFIED IN THE PRECEDING SENTENCE, THE TOTAL CUMULATIVE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNT PAID OR PAYABLE BY THE SPONSOR TO THE NONPROFIT HEREUNDER.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"de7ef1a9-3f42-4a4b-922d-09addd2c1d06","order":730,"text":"11. CONFIDENTIALITY","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"displayConditions":[{"field":"51e5e52f-e247-4917-93e0-b37ecf7f96a8","value":"yes","type":"add","operator":"="}],"marginTop":"10","sectionNum":"S11"},{"id":"9281c690-9a5f-40bf-9e31-1caae05c82e7","order":740,"text":"Each Party (the “Receiving Party”) agrees that it shall: (i) use the Confidential Information of the other Party (the “Disclosing Party”) solely for purposes of performing its obligations under this Agreement; (ii) protect the Confidential Information with at least the same degree of care it uses to protect its own confidential information of like importance, but in no event less than a reasonable degree of care; (iii) not disclose the Confidential Information to any third party, except to its directors, officers, employees, professional advisors, and contractors who have a need to know such information for purposes of this Agreement and who are bound by confidentiality obligations no less protective than those set forth herein; and (iv) upon termination or expiration of this Agreement, return or destroy all Confidential Information of the Disclosing Party in its possession, except for one (1) archival copy retained by legal counsel solely for compliance purposes.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"51e5e52f-e247-4917-93e0-b37ecf7f96a8","value":"yes","type":"add","operator":"="}]},{"id":"2b89dcfa-515d-4368-a8bf-a3a197d1d062","order":750,"text":"Confidential Information does not include information that: (a) is or becomes generally available to the public other than through breach of this Agreement; (b) was known to the Receiving Party on a non-confidential basis prior to disclosure; (c) is rightfully received from a third party without obligation of confidentiality; or (d) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information. The Receiving Party may disclose Confidential Information if required by law, court order, or governmental authority, provided that, to the extent legally permitted, it gives the Disclosing Party prompt written notice and reasonable cooperation to seek a protective order or other appropriate remedy. The Parties acknowledge that breach of the obligations set forth in this article may cause irreparable harm for which monetary damages would be inadequate, and that the Disclosing Party shall be entitled to seek injunctive and other equitable relief, without the need to post bond, in addition to all other available remedies.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"51e5e52f-e247-4917-93e0-b37ecf7f96a8","value":"yes","type":"add","operator":"="}]},{"id":"7b3cc176-f9c1-4e86-a532-3cda03e624d6","order":760,"text":"12. DATA PRIVACY","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"10","sectionNum":"S12"},{"id":"e2a28264-face-4ba9-96f0-e17b59f1c88d","order":770,"text":"To the extent either Party processes personal information (as defined under applicable U.S. federal and state privacy laws, including the California Consumer Privacy Act, as amended) on behalf of or relating to the other Party in connection with this Agreement, each Party shall (i) process such personal information only for purposes consistent with this Agreement and applicable law; (ii) implement and maintain reasonable and appropriate administrative, technical, and physical safeguards to protect such information against unauthorized access, use, or disclosure; (iii) notify the other Party promptly upon discovery of any actual or reasonably suspected unauthorized access to or acquisition of such information; and (iv) not sell or share such personal information except as expressly permitted by this Agreement or required by law. Neither Party shall transfer to the other any personal information collected from event attendees, donors, or members except as the Parties may separately agree in writing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"499358d9-69c3-4994-93d2-765eb3c912b6","order":780,"text":"13. FORCE MAJEURE","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"10","sectionNum":"S13"},{"id":"7f8d25b1-1ef8-4251-8ff7-d41f532520ce","order":790,"text":"Neither Party shall be liable for any failure or delay in performance of its obligations under this Agreement (other than obligations to make payments already due) to the extent such failure or delay is caused by circumstances beyond its reasonable control, including without limitation acts of God, fire, flood, earthquake, severe weather, epidemic, pandemic, governmental orders or restrictions, war, terrorism, civil disturbance, riots, strikes or other labor disputes, or failures of utilities, telecommunications, or transportation networks (each a “Force Majeure Event”). The Party affected by a Force Majeure Event shall promptly notify the other Party in writing of the nature and expected duration of the event, and shall use commercially reasonable efforts to mitigate its effects and to resume performance as soon as reasonably practicable. If a Force Majeure Event continues for more than sixty (60) consecutive days, either Party may terminate this Agreement upon written notice to the other, in which case the Nonprofit shall refund any portion of the Cash Contribution attributable to Sponsor Benefits not yet delivered, less any non-refundable costs already incurred by the Nonprofit in reliance on the Sponsorship.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"f6a51e2f-9e70-4159-86ad-6fcd904a247d","value":"inkind","type":"remove","operator":"="}]},{"id":"b27a390b-ab63-410e-b14b-96a17219b8c1","order":791,"text":"Neither Party shall be liable for any failure or delay in performance of its obligations under this Agreement (other than obligations to make payments already due) to the extent such failure or delay is caused by circumstances beyond its reasonable control, including without limitation acts of God, fire, flood, earthquake, severe weather, epidemic, pandemic, governmental orders or restrictions, war, terrorism, civil disturbance, riots, strikes or other labor disputes, or failures of utilities, telecommunications, or transportation networks (each a “Force Majeure Event”). The Party affected by a Force Majeure Event shall promptly notify the other Party in writing of the nature and expected duration of the event, and shall use commercially reasonable efforts to mitigate its effects and to resume performance as soon as reasonably practicable. If a Force Majeure Event continues for more than sixty (60) consecutive days, either Party may terminate this Agreement upon written notice to the other, and the Parties shall negotiate in good faith an equitable adjustment of their respective remaining obligations hereunder, taking into account any portion of the In-Kind Contribution already delivered and any Sponsor Benefits not yet provided.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"f6a51e2f-9e70-4159-86ad-6fcd904a247d","value":"inkind","type":"add","operator":"="}]},{"id":"b580edfa-3d61-4d85-861f-c03dd27ffd1a","order":800,"text":"14. TERMINATION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"10","sectionNum":"S14"},{"id":"0dd46335-97fe-4843-9024-c5cca8f15e5e","order":810,"text":"(a) Termination for Cause. Either Party may terminate this Agreement for cause upon written notice to the other Party if: (i) the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after written notice describing the breach in reasonable detail (or, if the breach is not capable of cure within thirty (30) days, fails to commence a cure within such period and diligently pursue completion); (ii) the other Party becomes insolvent, makes an assignment for the benefit of creditors, files or has filed against it a petition under any bankruptcy or insolvency law that is not dismissed within sixty (60) days, or ceases doing business in the ordinary course; or (iii) the other Party engages in conduct that, in the reasonable judgment of the terminating Party, would materially damage the reputation, goodwill, or standing of the terminating Party.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6b68353e-3d8e-4493-b468-3b9f13962427","order":820,"text":"(b) Termination for Convenience. Either Party may terminate this Agreement at any time, without cause, upon [Number] days' prior written notice to the other Party. In the event of such termination by the Sponsor, the Sponsor shall remain liable for the pro rata portion of the Sponsorship corresponding to Sponsor Benefits delivered or in progress as of the effective date of termination, plus any non-cancellable costs reasonably incurred by the Nonprofit in reliance on the Sponsorship. In the event of such termination by the Nonprofit, the Nonprofit shall refund to the Sponsor a pro rata portion of any Cash Contribution paid corresponding to Sponsor Benefits not delivered as of the effective date of termination.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f6a51e2f-9e70-4159-86ad-6fcd904a247d","value":"inkind","type":"remove","operator":"="}]},{"id":"e7fb29c5-1553-4523-87a2-fb51191a7693","order":821,"text":"(b) Termination for Convenience. Either Party may terminate this Agreement at any time, without cause, upon [Number] days' prior written notice to the other Party. In the event of such termination by the Sponsor, the Sponsor shall remain obligated to deliver any portion of the In-Kind Contribution corresponding to Sponsor Benefits delivered or in progress as of the effective date of termination, and shall reimburse the Nonprofit for any non-cancellable costs reasonably incurred by the Nonprofit in reliance on the Sponsorship. In the event of such termination by the Nonprofit, the Nonprofit shall return to the Sponsor any portion of the In-Kind Contribution received but corresponding to Sponsor Benefits the Nonprofit will not be delivering.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f6a51e2f-9e70-4159-86ad-6fcd904a247d","value":"inkind","type":"add","operator":"="}]},{"id":"07699433-fdcd-4cf0-8e65-3c138597de8d","order":830,"text":"(c) Termination by Nonprofit for Reputational Harm. The Nonprofit may terminate this Agreement immediately upon written notice if the Sponsor or any of its officers, directors, or principal owners is (i) indicted for, or convicted of, any felony or crime involving moral turpitude; (ii) the subject of any public allegation, investigation, or finding by a governmental authority of misconduct that, in the Nonprofit's reasonable judgment, would harm the Nonprofit's reputation or its ability to advance its charitable mission; or (iii) engaged in any conduct contrary to the Nonprofit's stated mission, values, or policies. In such event, the Nonprofit shall be entitled to retain all amounts paid hereunder and shall have no further obligation to deliver any unfulfilled Sponsor Benefits.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"079340e8-6af8-4d33-a8a7-edca73981214","order":840,"text":"(d) Effect of Termination. Upon expiration or termination of this Agreement: (i) all rights and licenses granted hereunder shall immediately terminate, and each Party shall promptly cease use of the other Party's Marks except as expressly permitted herein for historical reference; (ii) each Party shall comply with its obligations under the article entitled Confidentiality with respect to Confidential Information; (iii) the Sponsor shall pay any amounts then due and unpaid; and (iv) any provision that by its nature should survive termination (including without limitation those articles entitled Definitions; Sponsorship Contribution (with respect to payments due); Trademark License and Use of Marks (with respect to ownership); the disclaimer set forth in Representations and Warranties; Indemnification; Limitation of Liability; Confidentiality; Data Privacy; the survival provisions of Termination; Assignment; Notices; Governing Law and Dispute Resolution; and Miscellaneous) shall survive such termination.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"51e5e52f-e247-4917-93e0-b37ecf7f96a8","value":"yes","type":"add","operator":"="}]},{"id":"353ad205-7506-4773-8441-830bafdbbebe","order":841,"text":"(d) Effect of Termination. Upon expiration or termination of this Agreement: (i) all rights and licenses granted hereunder shall immediately terminate, and each Party shall promptly cease use of the other Party's Marks except as expressly permitted herein for historical reference; (ii) the Sponsor shall pay any amounts then due and unpaid; and (iii) any provision that by its nature should survive termination (including without limitation those articles entitled Definitions; Sponsorship Contribution (with respect to payments due); Trademark License and Use of Marks (with respect to ownership); the disclaimer set forth in Representations and Warranties; Indemnification; Limitation of Liability; Data Privacy; the survival provisions of Termination; Assignment; Notices; Governing Law and Dispute Resolution; and Miscellaneous) shall survive such termination.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"51e5e52f-e247-4917-93e0-b37ecf7f96a8","value":"no","type":"add","operator":"="}]},{"id":"d3957e15-0a71-433e-b04d-94c9c839c5a9","order":850,"text":"15. 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This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"3b29bf13-e76f-4ec7-b3c5-2101ef997d81","order":870,"text":"16. 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Notice by electronic mail must be confirmed by one of the foregoing means within five (5) business days to be effective.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"2f658da7-6241-47cd-bd34-ee648f0b5b1e","value":"certified_email","type":"add","operator":"="}]},{"id":"8fca7af4-29d4-4416-a8a3-787de17323b7","order":890,"text":"All notices, consents, requests, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when sent by electronic mail to the addresses of the signatories set forth in the preamble of this Agreement (or such other email addresses as the Parties may designate from time to time in writing), with confirmation of receipt from the recipient (an automated read receipt being insufficient). The Parties expressly consent to electronic notice as the primary means of communication under this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"2f658da7-6241-47cd-bd34-ee648f0b5b1e","value":"email_only","type":"add","operator":"="}]},{"id":"da49f577-89e0-4536-a486-d8f1c0ae4d98","order":900,"text":"17. GOVERNING LAW AND DISPUTE RESOLUTION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"10","sectionNum":"S17"},{"id":"d2f9556d-d017-4d2b-bbf7-8b27bb270c11","order":910,"text":"This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of [Governing State], without regard to its conflict of laws principles that would result in the application of the laws of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"755a8f71-acab-41ea-820d-f3fbc48d71df","order":920,"text":"(a) Good-Faith Negotiation. In the event of any dispute, claim, or controversy arising out of or relating to this Agreement (a “Dispute”), the Parties shall first attempt to resolve such Dispute through good-faith negotiation between senior executives of each Party. If the Dispute is not resolved within thirty (30) days after written notice of the Dispute is given by one Party to the other, the Parties shall proceed as set forth below.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"50dc7762-4bc6-44fb-bbb5-529cbc7f0fac","order":930,"text":"(b) Litigation. Any Dispute not resolved through negotiation shall be brought exclusively in the state or federal courts located in [County], [City, State], and each Party irrevocably consents to the exclusive personal jurisdiction and venue of such courts and waives any objection based on forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"1d6ede66-34cc-4bf1-ac8d-777db24df8b9","value":"courts","type":"add","operator":"="}]},{"id":"8fe72d84-564b-4490-b14d-86d7eb930b16","order":940,"text":"(b) Arbitration. Any Dispute not resolved through negotiation shall be finally resolved by binding arbitration administered by [Arbitration Organization] under its then-current commercial arbitration rules. The arbitration shall be conducted by a single arbitrator selected in accordance with such rules, and shall take place in [City, State]. The arbitrator shall apply the substantive law of the governing state designated above and shall issue a reasoned, written award. Judgment on the award may be entered in any court of competent jurisdiction. The Parties shall bear their own costs and attorneys' fees, except that the arbitrator may award the prevailing Party its reasonable attorneys' fees and arbitration costs. Notwithstanding the foregoing, either Party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction to protect its Intellectual Property or Confidential Information pending resolution of the arbitration.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"1d6ede66-34cc-4bf1-ac8d-777db24df8b9","value":"arbitration","type":"add","operator":"="}]},{"id":"ccb52e05-cb10-4d05-b109-986f59ac79c5","order":950,"text":"(c) Class Action Waiver. Each Party agrees that any Dispute shall be brought solely in such Party's individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative action.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"6c5e74bf-5bef-4c3a-965e-f728a374f01a","order":960,"text":"18. 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No amendment, modification, or supplement to this Agreement shall be effective unless in a writing signed by authorized representatives of both Parties.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"9e0bc683-c011-4874-80d8-01364022b838","order":990,"text":"(c) Waiver. No waiver of any provision of this Agreement shall be effective unless in writing signed by the waiving Party. No failure or delay by either Party in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"eaada22a-58f4-4eb6-a006-841a30148a6d","order":1000,"text":"(d) Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be modified to the minimum extent necessary to render it enforceable while preserving the Parties' original intent.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"bf3189fd-b4f8-47b5-b3f0-dc20ef827889","order":1010,"text":"(e) No Third-Party Beneficiaries. Except as expressly provided herein (including the Indemnified Parties under the article entitled Indemnification), this Agreement is for the sole benefit of the Parties and their permitted successors and assigns, and confers no rights or remedies upon any other person.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"6e04826c-6227-48f9-bf59-77a115ecf509","order":1020,"text":"(f) Independent Contractors. The Parties are independent contractors. Nothing in this Agreement shall be deemed to create any agency, partnership, joint venture, franchise, employment, or fiduciary relationship between the Parties.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"639eea3b-20f3-4f41-a666-428e3e37e875","order":1030,"text":"(g) Headings; Construction. Section headings are for convenience only and shall not affect the interpretation of this Agreement. The words “include,” “includes,” and “including” shall be deemed followed by “without limitation.” Ambiguities, if any, shall not be construed against either Party as the drafter.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"37e1df19-18ad-44b6-93a1-6b0b3f8d13fe","order":1040,"text":"(h) Counterparts; Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by facsimile, electronic mail (including PDF), or recognized electronic signature platforms (e.g., DocuSign, Adobe Sign) shall have the same force and effect as original handwritten signatures, and the Parties expressly consent to electronic execution pursuant to the Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.) and the Uniform Electronic Transactions Act, as adopted in the governing state.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"a2dfad1f-ce27-4de5-ace9-dbca6e296c1c","value":"1","type":"add","operator":"="}]},{"id":"9e8d8ab6-69c5-415c-a437-bacc1afac675","order":1050,"text":"(h) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"a2dfad1f-ce27-4de5-ace9-dbca6e296c1c","value":"1","type":"remove","operator":"="}]},{"id":"6193ac79-4e1c-4ee3-91ee-6699de63daf9","order":1060,"text":"(i) Further Assurances. Each Party shall execute and deliver such further documents and take such further actions as may be reasonably necessary to carry out the purposes of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"e595e335-60b5-4166-874b-73c0bd00fcee","order":1070,"text":"(j) Survival. The provisions of this Agreement that by their nature are intended to survive expiration or termination shall so survive in accordance with their terms.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"89464e85-7855-4ab4-a564-9f1b5b96a29b","order":1090,"text":"IN WITNESS WHEREOF, the Parties hereto have caused this Sponsorship Agreement to be executed by their duly authorized representatives as of the Effective Date first written above, in [City, State], on [Execution Date].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true},{"id":"6e9acf41-1811-48f9-8c92-334a3a88b563","order":1100,"text":"FOR THE 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SPONSOR:","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8de255a4-2afb-49be-8771-8c5b01ee0629","value":"indiv","type":"add","operator":"="}]},{"id":"fe524e34-804d-4981-8296-9bbcf127dd7d","order":1170,"text":"By: ____________________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true,"displayConditions":[{"field":"8de255a4-2afb-49be-8771-8c5b01ee0629","value":"indiv","type":"add","operator":"="}]},{"id":"602007ac-8120-48fc-ae73-6ad391025d2b","order":1180,"text":"Name: [Sponsor Name]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true,"displayConditions":[{"field":"8de255a4-2afb-49be-8771-8c5b01ee0629","value":"indiv","type":"add","operator":"="}]},{"id":"7b62496c-5030-47cd-bbef-65cf68572086","order":1190,"text":"Email: [Email]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true,"displayConditions":[{"field":"8de255a4-2afb-49be-8771-8c5b01ee0629","value":"indiv","type":"add","operator":"="}]},{"id":"a8da54eb-ea3b-4f0d-9fab-e49a981de2f3","order":1200,"text":"FOR THE NONPROFIT:","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4a8964cc-1744-4861-b513-9f749330df7f","order":1210,"text":"[Nonprofit Legal Name]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"d30aa7c5-6768-42cd-a9ca-6acfe60da7f3","order":1220,"text":"By: ____________________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"911453a4-1f99-4fce-96b0-6507557544c8","order":1230,"text":"Name: [Authorized Signatory 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