Upon signature and submission of this Sponsor Form, these Terms and Conditions (“the “Agreement”), shall become binding as of the date of submission by and between The Northern California Dr. Martin Luther King, Jr. Community Foundation, a California nonprofit corporation with primary offices located at 3450 Sacramento Street, #401, San Francisco, CA 94118 (“NorcalMLK”) and {companyorganizationName}, with offices at {companyorganizationAddress} (“Company”; Company and NorcalMLK may be referred to herein each as a “Party” and collectively as the “Parties” from time to time in this Agreement). In consideration of the mutual benefits and promises set forth in this Agreement, the Parties hereby agree as follows:
Summary of Sponsorship/Partnership Company. has selected {tableFees} level for the Dr. Martin Luther King, Jr. Birthday Observance ("Event") produced by NorcalMLK and scheduled to take place on January 9-16, 2023. Company shall receive the sponsorship rights, benefits, and opportunities during the term and in the Territory in accordance with the Benefits corresponding to the Company’s chosen Partner Level or Sponsor Level as identified above, if the Company selected any one of the ‘Partner’ support levels, and as identified level on the MLK2023 Sponsor Chart, if the Company selected any one of the ’Sponsor’ support level. The Term of the Agreement begins on the Effective Date and expires at the conclusion of the Event on January 16, 2023. The Territory of this Agreement includes the US and the full reaches of the Internet.
Limited Trademark License. Company grants NorcalMLK a limited, nonexclusive, nontransferable, non-sublicenseable, royalty-free license to use the Company trademarks and logos (the “Company Marks”) solely in connection with the Company’s participation in the Event and/or the advertising, promotion or acknowledgment purposes. NorcalMLK grants Company a nonexclusive, nontransferable, non-sublicenseable, royalty-free license to use the NorcalMLK’s trademarks and logos (the “NorcalMLK Marks”) solely in connection with the Event and/or the advertising, promotion or acknowledgment purposes authorized by this Agreement. Neither Company nor NorcalMLK will make any express or implied statement or suggestion, or use the other party’s marks in any manner, that dilutes, or otherwise reflects adversely on the other party or its business, products or services. Company and NorcalMLK further agree not to challenge or attack the rights in the other’s Trademarks for any reason whatsoever. Company may use NorcalMLK’s Marks indefinitely in internal press and on its corporate websites to factually refer to Company’s participation in or sponsorship of the Event for PR or informational purposes.
Representations and Warranties. Both Company and NorcalMLK represent and warrant to the other that: (a) the execution, delivery, and performance of this sponsor Agreement have been duly authorized by all necessary actions; (b) each Party has sole and exclusive authority to grant the rights to the other Party that are the subject of this sponsor Agreement.
Miscellaneous:
- Ownership. Company shall retain all right, title, and interest in and to all materials provided or produced by Company in connection with this Agreement.
- Assignment; Binding Effect. This Agreement may not be assigned by Company, provided, however, that Company may assign this Agreement to an entity that purchases substantially all of its assets, to an entity with which it is merged, or to an affiliate, subsidiary, or division. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of Company and NorcalMLK, their heirs, successors and permitted assigns.
- Entire Agreement. This Agreement constitute the entire understanding between NorcalMLK and Company regarding this completed form and cannot be altered or waived except by a writing signed by both parties.
- Survival. All obligations under these Terms and Conditions that are continuous in nature, including, without limitation, those relating to Trademarks, Confidentiality, Indemnification, and Insurance, shall survive the expiration or termination of this Agreement.