Sponsorship Agreement
This Sponsorship Agreement (the "Agreement") is made between [Sponsored party (organisation, team or individual)] ("Sponsored Party") and [Sponsor (company name)] ("Sponsor"), of [Sponsor address]. Sponsored Party owns or controls the following (the "Property"): [What is being sponsored], taking place or running during [Event date or season]. Sponsor wishes to sponsor the Property at the [Sponsorship level or package name] level on the terms below. Sponsored Party and Sponsor are each a "Party" and together the "Parties".
1. Grant of Sponsorship
Sponsored Party grants Sponsor the right to be identified as a sponsor of the Property at the level stated above, and to receive the benefits in Section 3, during the Term. Sponsored Party represents that it owns or controls the rights needed to grant the sponsorship and deliver the benefits, including any venue, broadcast or platform permissions, and that granting them does not breach any agreement with another sponsor.
2. Sponsorship Fee
Sponsor shall pay Sponsored Party a sponsorship fee of [Sponsorship fee] (the "Fee"), payable as follows: [Payment schedule]. Sponsor shall also provide the following in-kind contribution, at the times reasonably requested by Sponsored Party: [In-kind contribution by the sponsor (or "None")]. The Fee is exclusive of any applicable sales tax. Amounts unpaid more than fifteen (15) days after they are due accrue interest at one percent (1%) per month or the highest rate permitted by law, whichever is less, and Sponsored Party may suspend delivery of benefits until payment is received. The Fee is non-refundable except as stated in Sections 8 and 9.
3. Sponsor Benefits
In exchange for the Fee, Sponsored Party shall provide Sponsor with the following benefits (the "Benefits"): [Sponsor benefits]. Sponsored Party shall deliver the Benefits in a professional manner consistent with the level of sponsorship, in the sizes, positions and prominence customary for that level, and no less favourably than benefits provided to any other sponsor at the same or a lower level.
Sponsored Party shall give Sponsor reasonable notice of production deadlines for artwork and materials. If a Benefit cannot be delivered as described for reasons within Sponsored Party’s control, Sponsored Party shall provide a substitute benefit of equal or greater value acceptable to Sponsor, acting reasonably, or refund the proportionate value of the undelivered Benefit. Within thirty (30) days after the Property concludes, Sponsored Party shall provide Sponsor a written report with evidence of the Benefits delivered, including photographs, attendance figures and media reach where available.
4. Trademarks and Approvals
Each Party grants the other a non-exclusive, non-transferable, royalty-free licence during the Term to use its name, logos and trademarks (its "Marks") solely to deliver the Benefits and to promote the sponsorship. Each Party shall use the other’s Marks only in the form supplied and in accordance with any brand guidelines provided, and shall submit each new use to the other for approval, which shall not be unreasonably withheld and is deemed given if no response is received within five (5) business days. Neither Party acquires any interest in the other’s Marks, and all goodwill from use of a Party’s Marks accrues to that Party.
Neither Party shall make any statement or produce any material that suggests the other endorses a product, service or position beyond the sponsorship itself, without the other’s written consent. After the Term, each Party may refer factually to the past sponsorship but shall not use the other’s Marks in new material.
5. Exclusivity
During the Term, Sponsored Party shall not grant sponsorship of the Property, or any naming, advertising or promotional rights in connection with it, to any person whose principal business is in the following category: [Exclusive product category (or "None")]. If the category is "None", this Section does not apply. Exclusivity does not apply to sponsors and advertisers in place before this Agreement that Sponsored Party disclosed to Sponsor in writing, to vendors selling goods at the Property in the ordinary course, or to media partners carrying third-party advertising outside Sponsored Party’s control. Sponsored Party shall promptly tell Sponsor if it receives an approach from a competitor in the category.
6. Sponsored Party’s Obligations
Sponsored Party shall organise and stage the Property with reasonable skill and care, in compliance with applicable law, permits and safety requirements; shall maintain general liability insurance appropriate to the Property and name Sponsor as an additional insured on request; shall not, in connection with the Property, engage in unlawful, discriminatory or unsafe conduct; and shall give Sponsor reasonable advance notice of any material change to the Property, including its date, venue, format or scale. Where the Property involves an individual athlete or performer, that individual shall participate in the Property in good faith, comply with the rules of their sport or discipline, and attend the appearances included in the Benefits.
7. Term and Renewal
This Agreement begins on [Term begins] and ends on [Term ends] (the "Term"), unless terminated earlier under Section 9. Renewal: [Renewal]. Where Sponsor holds a right of first negotiation, Sponsored Party shall, before offering sponsorship of the next edition of the Property in Sponsor’s category to any third party, give Sponsor written notice of the proposed terms and negotiate exclusively with Sponsor for thirty (30) days; if no agreement is reached, Sponsored Party may offer the sponsorship to others on terms no more favourable than those offered to Sponsor.
8. Cancellation or Change of the Property
If the Property is cancelled, or is postponed for more than twelve (12) months, for any reason, including an event beyond Sponsored Party’s reasonable control, Sponsored Party shall refund the Fee less the fair value of Benefits already delivered, within thirty (30) days, and that refund is Sponsor’s sole remedy. If the Property is postponed to a date within twelve (12) months, the Benefits carry over to the new date and the Fee is not refundable. If the Property is materially reduced in scale, moved to a substantially different venue or converted to a virtual format, the Parties shall negotiate in good faith an equitable adjustment to the Benefits or the Fee. If Sponsor withdraws for reasons other than Sponsored Party’s breach, the Fee remains payable in full.
9. Termination
Either Party may terminate this Agreement by written notice if the other materially breaches it and fails to cure within fifteen (15) days after written notice describing the breach, or immediately if the other becomes insolvent. Either Party may also terminate immediately by written notice if the other Party, or an individual athlete, performer, officer or spokesperson closely associated with it, commits or is credibly and publicly accused of an act, or makes a public statement, that a reasonable person would consider likely to bring the terminating Party into public disrepute, contempt, scandal or ridicule, or to materially damage its reputation or the value of the sponsorship, including a criminal charge, a doping or integrity violation, or discriminatory conduct.
On termination by Sponsor under this Section, Sponsored Party shall refund the Fee proportionate to the unexpired Term and undelivered Benefits, and Sponsor may cease all use of the sponsorship and require removal of its Marks from the Property. On termination by Sponsored Party under this Section, the Fee paid is retained and any unpaid instalment for Benefits already delivered remains due. Sections 4 (as to post-Term use), 10 and 11 survive termination.
10. Indemnity and Limitation of Liability
Each Party shall indemnify the other against third-party claims, losses and reasonable legal costs arising from its breach of this Agreement, its negligence or wilful misconduct, or its use of the other’s Marks outside the licence granted. Sponsored Party shall indemnify Sponsor against claims arising from the staging of the Property, including injury to participants and spectators, except to the extent caused by Sponsor. Neither Party is liable to the other for lost profits or indirect or consequential damages, and, except for the indemnities and breaches of Section 4, each Party’s total liability under this Agreement shall not exceed the Fee.
11. General
This Agreement is governed by the laws of the State of [Governing law (state)]. It is the entire agreement between the Parties about the sponsorship and supersedes all prior proposals, decks and discussions. It may be amended only in a writing signed by both Parties. If any provision is held unenforceable, the rest remains in effect. Neither Party may assign this Agreement without the other’s written consent, except to a successor to its business that assumes it in writing. The Parties are independent contractors, and nothing in this Agreement creates a partnership, joint venture or agency.
This Agreement may be signed electronically and in counterparts, and the electronic execution record, timestamps and document fingerprints kept by the signing platform are conclusive evidence of its execution. Each person signing represents that they are authorised to bind the Party for whom they sign.
Signatures
Sponsored party (organizer, team, athlete) · Sponsor