This SPONSORSHIP AGREEMENT (this “Agreement”) has been signed on the by and between with a principal address of (“Sponsor”) and Off The Field, A 501(c)(3) non profit organization, with a principal address of 2820 S. Alma School Rd. #18-190 Chandler, AZ 85286 (“OTF”). For the purposes of this Agreement, Sponsor and OTF shall individually be referred to as a (“Party”) and collectively as (the “Parties”).
RECITALS
WHEREAS, OTF has the exclusive right to organize and conduct the Off The Field NFL Wives Association Annual Charity Fashion Show (the “Fashion Show”), a marquee event held during the week of the Super Bowl in the host city;
WHEREAS, OTF has programming and events designed to support NFL Families their respective communities;
WHEREAS, OTF uses a portion of donations and corporate partnerships to support local and national charities;
WHEREAS, OTF honors the leadership qualities of women in the Super Bowl host cities who have made remarkable strides to improve the lives of women and children, and pay tribute to those who make a difference in their communities through the presentation of the Off The Field Woman of Impact Award ,The Danielle Beverly Courage Award and the Ericka Lassiter Award;
WHEREAS, OTF offers a variety of partnerships designed to fit each sponsoring brand or company’s marketing objectives and budgets, from customized gifting and strategic product placement to event driven marketing;
WHEREAS, the Sponsorship Kit Guidelines (the “Sponsorship Kit”) and Ad Specifications (“Ad Specs”) are incorporated in this Agreement by reference; and
WHEREAS, Sponsor has determined to provide financial support for the amount of in exchange for certain promotional rights as provided in this Agreement.
NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree to the terms as follows:
1- Term and Termination. The term of this Agreement shall become effective from the date of execution until the completion of each Parties’ obligations to the other as defined in herein. The Parties may terminate this Agreement upon written notice within five (5) business days after the date of execution. In the event, Sponsor terminates this Agreement after five (5) business days of the date of execution, OTF shall retain all payments made as liquidated damages for such termination. The Parties agree that actual damages would be difficult to determine accurately and that such amounts are reasonable estimates of the actual damages that would accrue to OTF. Such damages are in addition to other remedies OTF may have in law or in equity.
2- Sponsorship Packages and Fees. Upon execution of this Agreement, Sponsor shall provide the monetary or in kind value of (“Sponsorship Fee”) in exchange for the marketing and promotional assets as defined in the Sponsorship Kit and Ad Specs. OTF shall invoice Sponsor for the Sponsorship Fee within two (2) business days upon receipt of the executed Agreement. OTF reserves the right to cancel and/or reassign assets in this Agreement without prior notice in the event payments are not received by OTF when due. Sponsor shall pay donation processing fees so the full value of the Sponsorship Fee is received by OTF. Sponsor shall pay the Sponsorship Fee in entirety at least three (3) business days prior to the Event.
3- Trademarks and Trade Names. During the term of this Agreement, OTF shall have the right to use marks owned and registered by Sponsor as described herein for purposes of advertising and promoting Sponsor and Sponsor’s products and services. Trademarks, service marks, trade names, copyright, intellectual property, and all of identifications which may be identified with Sponsor (“Sponsor Marks”) will remain as property of Sponsor. Trademarks, service marks, trade names, copyright, intellectual property, and all of identifications which may be identified with the OTF (“OTF Marks”) will remain as property of the OTF.
The Sponsor authorizes OTF the right to use Sponsor Marks as defined in the Sponsorship Kit and the terms and conditions of this Agreement. OTF shall exercise reasonable care in the use of Sponsor Marks, and the Sponsor shall exercise reasonable care in the use of OTF Marks.
4- Compliance with Applicable Rules and Regulations. Sponsor shall comply with all applicable local, state and federal laws and regulations, any applicable venue code of conduct.
5- Warranties. The Parties hereby warrant that each party shall perform the services provided herein in a timely and professional manner.
6- Insurance. Sponsor shall maintain general liability and worker’s compensation insurance as required by applicable law.
7- Indemnification. Sponsor shall indemnify, defend and hold harmless OTF and its affiliates and subsidiaries, and each of their offices, agents and employees from any and all liability, loss, damage or expenses (including attorney’s fees) they may suffer as the result of claims, demands, costs or judgments which may be made or instituted against them or any of them by reason of any acton, inaction, or omission arising from or related to any claim alleging that such Sponsor’s IP, as provided, violates, infringes or misappropriates the rights of a third party.
OTF shall indemnify, defend and hold harmless Sponsor and its affiliates and subsidiaries, and each of their offices, agents and employees from any and all liability, loss, damage or expenses (including attorney’s fees) they may suffer as the result of claims, demands, costs or judgments which may be made or instituted against them or any of them by reason of any acton, inaction, or omission arising from or related to any claim alleging that such OTF’s IP, as provided, violates, infringes or misappropriates the rights of a third party.
8- Dispute Resolution. The Parties agree that any dispute or claim arising out of or relating to this Agreement, and other than an action, claim or dispute seeking injunctive relief, shall be settled exclusively in accordance with the terms of this section. The Parties shall attempt to resolve any dispute arising out of or relating to this Agreement promptly in good-faith negotiation between individuals with authority to settle the dispute. In the event, the Parties do not resolve the dispute via good faith negotiations, the Parties shall pursue a resolution through mediation or arbitration subject to the laws of the District of Columbia.
9- Assignment. The Parties shall not assign, transfer or delegate any rights or obligations hereunder, without the prior written consent of the other party.
10- Severability. Should any provision of this Agreement be construed and held invalid by any competent court, the remainder of this Agreement will remain valid and enforceable.
11- Force Majeure. Each Party shall not be liable for any failure or delay in performance under this Agreement that is due to an event beyond the reasonable control, and occurring without the fault or negligence, of such Party (the “Force Majeure Event”). Force Majeure Events include, but not limited to: an Act of God, terrorism, war, political insurgence, insurrection, riot, or civil unrest; earthquake, flood or other natural disaster or severe weather, any pandemic or public health emergency, or any man made disaster.
12- Notices. All legal notices required or requested pursuant to the terms and conditions of this Agreement must be in writing. Any notice required or requested to be given under the terms of this Agreement shall be deemed to have been given when (i) received by the Party to whom it is directed by hand delivery or personal service; or (ii) sent by U.S. mail via certified mail-return receipt requested as provided below:
TO SPONSOR:
Attn:
Email:
TO OTF: OFF THE FIELD
2820 S. Alma School Rd. #18-190
Chandler, AZ 85286
Attn: Legal Counsel
Email: legal@offthefieldnflwa.org
13- Time of the Essence. Time is of the essence in this Agreement.
14- Entire Agreement; Modification and Amendment; Waiver; Confidentiality. This Agreement
constitutes the entire agreement between OTF and Sponsor with respect to the Event and
supersedes all prior agreements and understandings. Any amendment of this Agreement must
be in writing and signed by both parties. Any waiver of any provision herein must be in writing
and signed by the party agreeing to such waiver. The Parties shall hold in confidence the terms
of this Agreement, unless otherwise required by law, neither party shall release, disclose or
publish any of the terms of this Agreement without the prior written consent of the other party.
15- Headings. The headings of this Agreement are for convenience only and will not affect the
interpretation of any provision herein.
16- Governing Law. This Agreement is governed by and in accordance with the laws of the
District of Columbia.
IN WITNESS THEREOF, this Agreement has been duly executed by both Parties as of the date above mentioned.