AWTC Annual Sponsor Information

This Agreement (the “Agreement”) is entered into by and between the Association Women Technology Champions (“AWTC”), a Virginia Nonstock Corporation, and {companyName}, {address} (“Sponsor” or “Friend”) and is effective as of the date below upon which both parties have signed {date31}.

Section I.01 Purpose of the Agreement

1. AWTC and Sponsor, each a “Party” and together the “Parties,” desire to enter into a Sponsorship Agreement to provide leadership and support for women technology champions at associations.

2. AWTC is a tax-exempt public charity under Section 501(c)(3) of the Internal Revenue Code (“Code”). Its mission is to empower, advance, and recognize women working to champion technology in associations.

3. Sponsor desires to become a corporate sponsor of AWTC and to provide financial support to and increase public awareness of AWTC’s mission, on the basis set out in this Agreement.

4. This Agreement describes the Parties’ understandings and commitments to this collaborative effort.

Section I.02 Sponsor Rights, Obligations, and Restrictions

 

(a) Annual Sponsorship Payment

To support AWTC’s charitable activities, Sponsor will make a sponsorship payment to AWTC in the amount and on the schedule set out in the Sponsorship Summary that is set forth as Exhibit A.  Corporate sponsors who make such an annual payment shall be designated a “Friend of AWTC.”

(b) Event Sponsorship Terms and Conditions

Once Sponsor has paid its annual “Friend” sponsorship payment, Sponsor becomes eligible to sponsor one or more additional AWTC events.  Such event sponsorships are subject to additional payments which shall be invoiced to event sponsor at the time of sponsorship.  AWTC event sponsors are also subject to all of the terms and conditions listed below.

(c) Sponsor Acknowledgement

By making an annual sponsorship payment, Sponsor will be acknowledged as a corporate sponsor of AWTC (aka, “Friend of AWTC”), during the term specified in the Sponsorship Summary. Event sponsors will be acknowledged at the event per customary practice.  AWTC will acknowledge Sponsors in accordance with its customary donor recognition practices and identify Sponsor as a corporate or event sponsor as provided in the Sponsorship Summary.

(d) Publicity by Sponsor

Sponsor may identify itself as a corporate sponsor of AWTC during the term as provided in the Sponsorship Summary. Except as required by law, Sponsor will not issue any press release or other public statement or advertisement (including on a website or other electronic media) relating to its Sponsorship without obtaining AWTC’s prior written consent, which written consent may not be unreasonably delayed, conditioned, or withheld, nor shall Sponsor identify its Sponsorship except as consistent with this Agreement.

(e) No Substantial Return Benefit

AWTC will provide Sponsor no “substantial return benefit” as defined in Section 513(i) of the Code and accompanying regulations. For clarity, any acknowledgment or identification of Sponsor will (a) be limited to a statement of acknowledgment or thanks and may include display of Sponsor’s marks in accordance with Section 2, and (b) not include any qualitative or comparative language, references to price, savings, or value information regarding any of Sponsor’s products or services.

(f) No Endorsement by AWTC

Under no circumstances will AWTC be expected to endorse or promote Sponsor or its products or services, nor will any such endorsement or promotion be implied or construed based on AWTC’s acceptance of Sponsor’s payment or acknowledgment or identification of Sponsor. Sponsor will not state or imply, orally or in writing, that AWTC, or its respective officers, directors, or employees, endorse Sponsor or its products.

(g) Non-Exclusive Sponsorship

Unless otherwise provided in the Sponsorship Summary, Sponsor’s corporate sponsorship is non-exclusive. Sponsor understands that AWTC may enter into corporate sponsorship or other similar arrangements with other sponsors, which may include competitors of the Sponsor and which shall not be subject to approval or consent by the Sponsor.

(h) Qualified Sponsorship Payment

The payment contemplated by Section 1.02(a) is intended to be a “qualified sponsorship payment” within the meaning of Section 513(i) of the Code, the terms of this Agreement are intended to fall within the safe harbor established in the regulations under Section 513(i), and Sponsor and AWTC agree that AWTC may take such actions as AWTC reasonably determines to be necessary to comply with such exempt organization requirements as are applicable to AWTC, without such actions constituting a breach of this Agreement.

 Section I.03 Intellectual Property

(a) AWTC Marks

AWTC grants to Sponsor a non-transferable, non-exclusive, non-sublicensable, revocable license to use, copy, and display the marks set out in Exhibit B (“AWTC Marks”) for the limited purposes set out in this Agreement.

(b) Sponsor Marks

Sponsor grants to AWTC a non-transferable, non-exclusive, non-sublicensable, revocable license to use, copy, and display the marks set out in Exhibit C (“Sponsor Marks”) for the limited purposes set out in this Agreement.

(c) Ownership

Each of AWTC and Sponsor acknowledges that (a) it has no interest in the other party’s marks other than the license granted under this Agreement, (b) the other party will remain the sole and exclusive owner of all right, title, and interest in its marks, and (c) any and all goodwill in the other party’s marks will inure solely to the benefit of the other party. AWTC and Sponsor will comply with any reasonable trademark guidelines that the other may provide. For clarity, nothing in this Agreement is intended to give Sponsor any ownership or other rights in any AWTC property or AWTC-related property created or used in connection with the Sponsorship including, without limitation, intangible property such as trademarks, event attendee lists, trade secrets, financial information, billing records, legal records or communications, or mailing lists.

(d) Non-Permitted Associations

Sponsor may identify itself as a corporate sponsor of AWTC during the term as provided in the Sponsorship Summary. Except as required by law, Sponsor will not issue any press release or other public statement or advertisement (including on a website or other electronic media) relating to its Sponsorship without obtaining AWTC’s prior written consent, which written consent may not be unreasonably delayed, conditioned, or withheld, nor shall Sponsor identify its Sponsorship except as consistent with this Agreement.

(e) No Substantial Return Benefit

Sponsor may not use AWTC Marks in any manner that suggests or implies endorsement of political views or religious beliefs, including, without limitation, in connection with any campaign activity for or against a political candidate or in connection with any lobbying activity.

 

Section I.04 Sponsor Rights, Obligations, and Restrictions

 

(a) Contact Person

AWTC and Sponsor will each appoint one individual to act as principal contact person and to facilitate communication. The initial appointees are identified in the Sponsorship Summary. AWTC and Sponsor each may change its contact person at any time and will so notify the other.

(b) Recordkeeping

AWTC and Sponsor will maintain records relating to the Sponsorship in a manner such that each party can evaluate compliance with this Agreement, and will make those records available for review by one another on reasonable notice during the term of this Agreement and for a period of three (3) years after termination or conclusion of the Sponsorship. AWTC and Sponsor will each reasonably cooperate with one another in providing information relating to its activities under this Agreement in connection with any financial or tax audit, or similar matter, in which the other is engaged.

(c) Independence

AWTC and Sponsor are and will remain independent contracting parties. Nothing in this Agreement creates an employment, partnership, joint venture, fiduciary, guarantorship or suretyship, or similar relationship between AWTC and Sponsor for any purpose. Neither AWTC nor Sponsor has the power or authority to bind or obligate the other to a third party or commitment in any manner. Any use of the term “partner” or comparable term in any communication is solely for convenience.

(d) Confidentiality

Sponsor will use Confidential Information (as defined below) only in connection with Sponsor’s activities under this Agreement and keep it confidential. “Confidential Information” means all information, in any form, furnished to or obtained by Sponsor from AWTC including, without limitation, project plans and strategies, donor data, and budget and other financial data. It does not include information which: (a) is or becomes generally available to the public other than as a result of a voluntary disclosure by AWTC; (b) was known by Sponsor prior to its being furnished by AWTC; (c) is or becomes available to Sponsor on a non-confidential basis from a source other than AWTC; (d) is independently developed by Sponsor; or (e) is required to be provided or disclosed by any applicable law, regulation, or order of a governmental agency, court, or tribunal.

Section I.05 Indemnification

 

(a) Indemnification by AWTC

AWTC will indemnify, defend, and hold Sponsor and their respective directors, officers, employees, agents, and assigns (collectively, “Sponsor Parties”) harmless from and against any and all third party claims, liabilities, damages, and expenses, including, without limitation, attorneys’ fees and expenses, resulting from (a) AWTC’s performance under or breach of this Agreement or (b) any third party claim that Sponsor’s use of AWTC Marks in accordance with the terms of this Agreement infringes such party’s trademark, copyright, trade secret, or other intellectual property rights. AWTC will have no obligation to indemnify a Sponsor Party to the extent the liability is solely caused by such Sponsor Party’s gross negligence or willful misconduct.

(b) Indemnification by Sponsor

Sponsor will indemnify, defend, and hold AWTC and their respective directors, officers, employees, agents, and assigns (collectively, “AWTC Parties”) harmless from and against any and all third party claims, liabilities, damages, and expenses, including, without limitation, attorneys’ fees and expenses, resulting from (a) Sponsor’s performance under or breach of this Agreement or (b) AWTC’s use of Sponsor Marks in accordance with the terms of this Agreement. Sponsor will have no obligation to indemnify a AWTC Party to the extent the liability is solely caused by such AWTC Party’s gross negligence or willful misconduct.

Section I.06 Termination

 

(a) Natural Termination

This Agreement shall automatically terminate on December 31, 2024, unless terminated earlier.

(b) Termination Notice

Either Sponsor or AWTC may on its own terminate this Agreement by providing written notice of that decision to the other. Such a termination will be effective 30 days after delivery of the notice by the terminating party.

(c) Termination for Breach

If either party breaches any of its obligations under this Agreement, the non-breaching party may provide the breaching party with written notice of the breach. Whether or not the non-breaching party delivers such notice, if the breaching party fails to cure the breach within 30 days after receipt of such notice, the non-breaching party may terminate this Agreement upon delivery to the breaching party of a written notice to that effect, with the termination effective upon delivery of such notice to the breaching party. The non-breaching party may in its reasonable discretion determine whether the breach has been cured. During any period in which a party is in breach of this Agreement without cure, the non-breaching party shall owe no duties to the breaching party hereunder.

(d) Termination for Conduct

1. Either AWTC or Sponsor may immediately terminate this Agreement by giving written notice to the other if it reasonably believes that the other party has engaged or is engaging in conduct, or has been alleged to have engaged in conduct, including, without limitation, conduct involving harassment or discrimination, of a nature which reflects or could reflect materially and unfavorably upon the reputation of the terminating party. Such a termination will be effective upon delivery of the notice by the terminating party. 
2. Each of the parties acknowledges to the other that AWTC is engaged in activities as a public charity in connection with women in the technology workplace, and that each party, by executing this Agreement, links its reputation to the reputation of the other party. Notwithstanding the occurrence, or not, of any of the conduct that is described in subsection (i) hereof, and in addition to the other rights and remedies that are set forth in or available under this Agreement, either party may prospectively terminate this Agreement if the party exercising the right of prospective termination determines the other party’s actions (whether or not under this Agreement) are or have been contrary to law, common decency or good morals, or otherwise improper or detrimental to the reputation of the party exercising the right of prospective termination. The party exercising the right of prospective termination may elect to consider, in its judgment, whether the other party may have committed, is committing, or has committed, an offense involving moral turpitude under Federal, state or local laws or ordinances, and whether the other party may have committed, is committing, or has committed, any act or thing that will tend to degrade either party in society; or bring either party into public hatred, public disrepute, contempt, scorn, or ridicule; or that will tend to shock, insult, or offend the community, or public morals, or decency; or prejudice either party in general.

 

(e) Effect of Termination

Upon termination of this Agreement, AWTC and Sponsor will cooperate in transition activities to minimize adverse impacts of the termination. AWTC and Sponsor will promptly cease use of any Sponsor Marks and AWTC Marks, respectively. Sponsor will not be entitled to receive any refund of any payments made to AWTC prior to termination. If Sponsor terminates this Agreement under Section 1.06(a), Sponsor will be responsible for all remaining payments due as set out in the Sponsorship Summary. If AWTC terminates this Agreement under Section 1.06(b), or if Sponsor terminates this Agreement under Section 1.06(c) or Section 1.06(d), Sponsor will have no remaining payment obligations to AWTC. If AWTC terminates this Agreement under Section 1.06(c) or Section 1.06(d), Sponsor will be responsible for all remaining payments as set out in the Sponsorship Summary. Section 1.03(d), Section 1.04(b), Section 1.04(c), Section 1.05, Section 1.06(e), and Section 1.07 will survive the termination of this Agreement.

 

Section I.07 General Provisions

 

(a) Entire Agreement

This Agreement, together with the Sponsorship Summary and the other exhibits, expresses the final, complete, and exclusive agreement between AWTC and Sponsor, and supersedes any and all prior or contemporaneous written and oral agreements, arrangements, negotiations, communications, course of dealing, or understanding between AWTC and Sponsor relating to its subject matter.

(b) Amendment

This Agreement may be amended only as stated in and by a writing signed by both AWTC and Sponsor which recites that it is an amendment to this Agreement. If there are any inconsistencies between any amendment and this Agreement (including Exhibit A), this Agreement (including Exhibit A) will control, except with respect to the particular subject-matter that is specifically set forth in the amendment and only to the extent explicitly set forth therein.

(c) Severability

If any provision in this Agreement is held invalid or unenforceable, the other provisions will remain enforceable, and the invalid or unenforceable provision will be considered and will be interpreted as having been modified so that it is valid and enforceable to the maximum extent permitted by law.

(d) Waiver

Any waiver under this Agreement must be in writing and signed by the Party granting the waiver. Waiver of any breach or provision of this Agreement will not be considered a waiver of any later breach or of the right to enforce any provision of this Agreement. Failure of any Party to enforce, in one or more instances, any of the terms and conditions of this Agreement shall not be construed as a waiver of the future performance of any terms and conditions.

(e) Assignments

Sponsor may not assign its rights or delegate its duties under this Agreement to anyone else without the prior written consent of AWTC.

(f) Governing Law

This Agreement will be governed by and construed in accordance with the laws of the State of Virginia, exclusive of its rules regarding choice of law.

(g) Injunctive Relief

Both parties acknowledge and agree that: (a) any breach by one party of its obligations under Section 1.03 will result in irreparable harm to the other party which cannot be reasonably or adequately compensated in damages; (b) the injured party will be entitled to injunctive or other equitable relief in respect of such breach or imminent breach; and (c) the injured party will have all other rights and remedies to which it is entitled, at law or in equity, with respect to breach of Section 1.03, and otherwise with respect to the enforcement of all rights relating to the establishment, maintenance, or protection of their intellectual property.

(h) No Third-Party Beneficiaries

Except as provided in Section 1.05, this Agreement is for the exclusive benefit of AWTC and Sponsor and not for the benefit of any third party, including, without limitation, any employee, affiliate, subcontractor, or vendor of AWTC or Sponsor. No person or company not a Party hereto will be deemed to be a third party beneficiary of this Agreement or any provision hereof.  Any entity which is not a Party to this Agreement shall have no right to enforce any part of it.

(i) No Endorsement

Execution of this Agreement does not, and shall not be construed to be, an endorsement by either Party of the products or services of the other Party.

(j) Notices

Notices and consents under this Agreement must be in writing and delivered by mail, hand delivery, or e-mail to the contact persons set out in the Sponsorship Summary. These addresses may be changed by written notice to the other Party.

(k) Force Majeure

Neither party will be required to perform or be held liable for failure to perform if nonperformance is caused by labor strikes, work stoppages, war, hostilities, national emergency, acts of God, epidemics, quarantines, natural disasters, power failures, or any other causes beyond the control of the party unable to perform. The non-performing party will notify and consult with the other party regarding the event and how to minimize its impact, and in all cases will make reasonable efforts to address the problem and carry out its obligations.

(l) Counterparts

This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which will be taken together and deemed to be one instrument. Transmission and receipt of transmission by mail or PDF of executed counterparts constitutes effective delivery.

 

By signing this Agreement, physically or electronically, and based on mutual consideration, the Parties understand and agree to the above terms and conditions.  Further, the signatories below understand and agree that they have the authority to act on behalf of their respective organization and to hold that organization accountable for compliance with this Agreement.

Association Women Technology Champions

{companyName}

By:
Name:	{name}
Title:	{title}
Date:	{date31}

 

Exhibit A Sponsorship Summary

Sponsorship

Sponsorship Name	Friends of AWTC
Sponsorship Payment	${price}
Payment Schedule	Annual
Sponsorship Term	From {date} to 12/31/2024
Event information (if applicable)	n/a
Sponsorship recognition by AWTC	Company Logo and acknowledgement at AWTC online meetups Company Logo and acknowledgement on the AWTC website Social media acknowledgements Rights to use AWTC logo as a partner on your website and link back to the AWTC website Access to the private AWTC Slack community Ability to post job openings in the Slack community
Publicity Sponsor	n/a

Marketing & Primary Contact Person

	Name:	{marketingContact}
	Email:	{marketingContact48}
	Telephone:	{marketingContact46}

AWTC data contact person

	Name:	Rebecca E. Achurch
	Title:	Treasurer
	E-mail:	finance@awtc.tech