This Sponsorship Agreement ("Agreement") is entered into as of the ___ day of
_________, 20__ (the "Effective Date") beteen ("Sponsor"), and ______________ (!"anager#), for the services of ("Artist$Event") in connection ith the Sponsor%s prod&cts and services (a'' co''ective'y hereinafter referred to as the "(rod&cts")) The parties agree as fo''os* +) Sponsor sha'' be the e,c'&sive sponsor of the Artist$Event tentative'y sched&'ed for the ____ day of _____, 20__ )-itho&t 'imiting the genera'ity of the foregoing, no other party (inc'&ding, e)g) a 'oca' radio station or prod&ct man&fact&rer) may be 'isted or mentioned as a sponsor or presenter of the Artist$Event) 2) As f&'' compensation for the rights and services granted herein, Sponsor sha'' pay "anager the amo&nt of . , payab'e in three (/) e0&a' insta''ments on the fo''oing dates*
/) 1n connection ith said Artist$Event, Sponsor sha'' receive tic2ets at no cost for each performance) S&ch tic2ets sha'' be for favorab'e seats in the highest price range and 'ocations) 1n addition, Sponsor sha'' have the right to p&rchase, at the tic2et%s face va'&e price, &p to ten percent (+03) of concert tic2ets at each ven&e, said tic2ets to be for favorab'e seats in the highest price range and to be made avai'ab'e at the ear'iest date(s) possib'e) 4) An officia' 'ogo and identification phraseo'ogy or catch phrase sha'' be deve'oped for the Artist$Event by "anager, hich sha'' be s&b5ect to the approva' of the Sponsor and hich sha'' refer to Sponsor (in first position), Artist$Event (e)g) Sponsor presents Artist$Event)) S&ch 'ogo and$or identification phraseo'ogy, here app'icab'e, sha'' be prominent'y inc'&ded in a'' promotiona' and advertising references hich re'ate to the Artist$Event and disseminated thro&gho&t any media (e)g) print, radio, te'evision and point of sa'e) by promoter or company anno&ncing the Artist$Event) 6othing herein contained sha'' constit&te an ob'igation on Sponsor%s part to advertise or promote the Artist$Event, it being &nderstood by the parties hereto that the Sponsor may do so at its option or may refrain therefrom) Any &ses of the officia' 'ogo and$or identification phraseo'ogy or catch phrase, other than specifica''y provided for in this Agreement, sha'' re0&ire the prior ritten permission of both Sponsor and "anager) 7) Sponsor%s sponsorship of the Artist$Event sha'' be prominent'y feat&red and$or disp'ayed in connection ith the Artist$Event and a'' aspects thereof, inc'&ding b&t not 'imited to, references on tic2ets, passes, handbi''s, indoor and o&tdoor ven&e signage (here app'icab'e), ven&e mar0&ee, stationary (if any), press re'eases, the stage and c&rtain (here app'icab'e) and a sponsor reference on the front cover of any 8fficia' (rograms) The form of s&ch sponsorship references sha'' be s&b5ect to the m&t&a' approva' of the Sponsor and "anager) Sponsor sha'' be responsib'e for providing banners ith its name and$or 'ogo of Sponsor%s prod&cts and$or references to its sponsorship of the Artist$Event, provided s&ch banners contain references to the Sponsor$(rod&cts (hich banners "anager sha'' ca&se to be prominent'y disp'ayed in the ven&e(s)), graphic 'ayo&ts, vehic'es signage (b&t on'y if Sponsor re0&ests same) and any other materia's deemed necessary or desirab'e by both Sponsor and "anager) A Sponsor%s sponsorship reference(s) sha'' appear on the bac2side of a'' T9shirts and on a'' other c'othing items so'd the manner and 'ocation of s&ch sponsorship reference on s&ch other c'othing to be determined by "anager and approved by Sponsor), hich are offered for sa'e to the p&b'ic: provided, hoever, if "anager fee's it advisab'e, &p to tenty9five percent (273) of s&ch other c'othing items offered for sa'e to the p&b'ic need not inc'&de s&ch sponsorship references) Sponsors% sponsorship reference on T9shirts and other c'othing sha'' be at 'east one inch in diameter and comparab'e to the si;e of any reference to ven&e or promoter references, and "anager i'' &se his$her best efforts to satisfy Sponsor%s reasonab'e re0&irements ith respect to s&ch sponsorship references) A'' s&ch Sponsor%s sponsorship references sha'' refer to the promoter or ven&e in a manner m&t&a''y agreeab'e to "anager and Sponsor) The officia' 'ogo and$or identification phraseo'ogy or catch phrase sha'' be inc'&ded in the posters offered for sa'e by or &nder the a&spices of the "anager or Artist$Event or their respective agents or 'icensees) <) Sponsor%s prod&cts i'' be the on'y s&ch prod&cts provided in the bac2stage area and none of the prod&cts of Sponsor%s competitors sha'' be p&b'ic'y &sed or cons&med by Artist or his$her emp'oyees at the ven&e or otherise d&ring the term hereof) =) "anager sha'' &se its best efforts to provide Sponsor ith e,c'&sive ven&e signage and to permit Sponsor to se'' and$or distrib&te its (rod&cts at a'' ven&es: s&b5ect, hoever, to each ven&e%s r&'es, reg&'ations, and prior contract&a' ob'igations) >) "anager sha'' ho'd a press conference regarding the Artist$Event on or abo&t the ___ day of _________, 20__ and, &n'ess Sponsor otherise agrees, the on'y reference to Sponsor sha'' be Sponsor%s sponsorship of the Artist$Event) ?) Sponsor sha'' have the right to offer a sing'e poster, T9shirts and other items as premi&m merchandise to the p&b'ic feat&ring the identification of one or more of the Sponsor%s (rod&cts and Artist$Event%s name and$or 'i2eness: provided s&ch items sha'' be s&b5ect to "anager%s prior approva' as to 0&a'ity, design, appropriateness and cons&mer va'&e) Sponsor recogni;es that "anager and Artist$Event sha'' be e,p'oiting merchandising rights in connection ith Artist$Event and that the Sponsor%s premi&m items sha'' in some manner differ in design from those offered in connection ith the "anager%s e,p'oitation of its merchandise rights so as to minimi;e direct competition beteen Sponsor%s and "anager%s respective items being e,p'oited) The poster and other items sha'' be offered on a free or se'f9'i0&idating basis) +0) Sponsor sha'' &se its best efforts to promote to the p&b'ic "anager%s premi&m merchandise d&ring the term of this Agreement, provided s&ch materia' is acceptab'e to the Sponsor ith respect to 0&a'ity, appropriateness, design and cons&mer va'&e) Sponsor agrees to &se its best efforts to assist "anager to deve'op merchandise items that meet Sponsor%s reasonab'e criteria as provided herein) "anager sha'' indemnify Sponsor for any 'iabi'ity in 2 connection ith its premi&m merchandise offer) Sponsor sha'' 'i2eise indemnify "anager and Artist$Event for any 'iabi'ity from Sponsor%s premi&m merchandise offer, e,c'&sive of prod&ct 'iabi'ity re'ating to the materia's provided by "anager) ++) Artist$Event grants to the Sponsor the right to &se the Artist$Event%s name and 'i2eness for advertising and promotiona' materia's d&ring the term of this Agreement in connection ith the Sponsor%s (rod&cts on the fo''oing terms and conditions* (a) "anager or "anager%s a&thori;ed representative sha'' be avai'ab'e and sha'' cooperate in pre9prod&ction cons&'tation) "anager sha'' provide Sponsor ith five (7) consec&tive f&'' days of the services of "anager and$or "anager%s representative(s), tentative'y sched&'ed for the first ee2 in ____ (month) ____, to prod&ce and record for s&ch advertising and promotiona' materia's) A'' s&ch or2 days sha'' otherise be at m&t&a''y agreeab'e times) +2) @rom the res&'ts of the services rendered p&rs&ant to s&bparagraph (a) above, the Sponsor may prod&ce te'evision commercia's ith _______ 'oca' te'evision tag formats, _______ 'oca' radio tag formats, _______ print ad designs, _______ o&tdoor bi''board ad designs and one (+) point of sa'e design, a'' for &se from ____ day of _____, 20__ to ____ day of _____, 20__, to promote Sponsor%s prod&cts separate'y and$or in connection ith the Artist$Event) (rint ads, o&tdoor bi''boards and the point of sa'e pieces can be appropriate'y modified as to si;e and other minor modifications, provided s&ch modifications do not change the basic concept) The commercia' materia's prod&ced here&nder may be &sed thro&gho&t the Anited States d&ring the term of this Agreement) +/) Artist$Event sha'' not endorse nor render any promotion, p&b'ic'y or advertising services for any prod&ct or service retai'er anyhere in the territories mentioned in Section +2 above nor grant 'icenses for the name and$or 'i2eness in connection thereith) +4) The term of this Agreement sha'' commence ith the e,ec&tion hereof by Sponsor, "anager and$or Artist$Event and sha'' contin&e &nti' the ____ day of _____, 20__) +7) Sponsor sha'' be given the right of first negotiation and first ref&sa' ith respect to the sponsorship, if any, of any te'evision specia's or comparab'e te'evision appearances hether on free, pay or cab'e te'evision, prominent'y feat&ring Artist$Event, hich is s&bstantia''y fi'med, taped and$or prod&ced d&ring the term of this Agreement, provided that this right of first negotiation and ref&sa' sha'' not app'y to materia's s&bstantia''y prod&ced, taped and$or fi'med prior the effective date of this Agreement) +<) A'' trademar2s, photos, transparencies and simi'ar prod&ction materia's prod&ced here&nder sha'' be the e,c'&sive property of the "anager and sha'' be ret&rned prompt'y after the e,piration of this Agreement, provided that any &nder'ying m&sic and 'yrics provided by Sponsor sha'' be oned by the Sponsor) @&rther, fo''oing the e,piration or termination of this Agreement, no f&rther &se hatsoever may be made of officia' 'ogo by Sponsor, "anager and$or Artist$Event, b&t the officia' 'ogo may be &sed by "anager and Artist$Event itho&t a reference to Sponsor or Sponsor%s (rod&ct(s)) / +=) "anager and Artist$Event sha'' sec&re and maintain thro&gho&t the term of this Agreement a'' ins&rance c&stomari'y sec&red for to&rs$events of the stat&re and si;e, s&b5ect to the m&t&a' approva' as to the type of ins&rance and the amo&nt of coverage, hich po'icies may, at the Sponsor%s option, name Sponsor as an additiona' named ins&red) 1f Sponsor is so named, Sponsor i'' bear the proportionate cost of any and a'' premi&ms paid on s&ch ins&rance) +>) 1f "anager is prevented from f&''y performing the terms and conditions of this Agreement d&e to a !@orce "a5e&re)# as c&stomari'y defined in the entertainment ind&stry, "anager and$or Sponsor may s&spend and$or terminate this Agreement in accordance ith standard ind&stry provisions for s&ch occ&rrences, provided in no event sha'' "anager be ob'igated to ret&rn any s&ms advanced, 'oaned or paid here&nder) +?) The Sponsor, "anager, and Artist$Event agree that the terms and conditions of this Agreement are confidentia' and cannot be disc'osed to any third party e,cept as e,press'y provided herein) 20) Sponsor sha'' have no 'iabi'ity hatsoever ith respect to any commissions d&e agents of "anager and$or Artist$Event in connection ith the sec&ring of this Agreement, a'' of hich ob'igations sha'' be contractor%s so'e 'iabi'ity, and Sponsor sha'' 'i2eise be so'e'y responsib'e for any commissions d&e its agents) 2+) Sponsor sha'' have the right to ho'd receptions and other socia' affairs and events in association ith the Artist$Event for the p&rpose of entertaining c'ients, retai'ers, contest inners, etc) Artist$Event sha'' have the ob'igation to participate in these receptions) 22) Artist$Event, "anager and Sponsor arrant and represent they have the right and a&thority to enter into this Agreement and their performance here&nder sha'' not conf'ict ith the rights granted any other party) "anager and Artist$Event agree to be 5oint'y and severa''y 'iab'e for the performance of their ob'igations &nder this Agreement) 2/)) This Agreement is constr&ed and g&ided in accordance ith the 'as of the State of ________ and, in the event of any 'itigation beteen the parties hereto, _____'as sha'' govern and the 'ocation of any 'itigation or arbitration sha'' be &nder the 5&risdiction of the State of ____________) 24) Sho&'d any portion of this Agreement be fo&nd to be inva'id or &nenforceab'e, it sha'' not effect the remainder of this Agreement) 27) Assignment) This Agreement may not be assigned or otherise transferred by either party, in ho'e or in part, by operation of 'a or otherise, itho&t the prior ritten consent of the other party, hich consent sha'' not be &nreasonab'y ithhe'd and any s&ch assignment or transfer itho&t s&ch prior ritten consent sha'' be n&'' and void and of no force or effect hatsoever, provided, hoever, that either party may assign this Agreement itho&t the other party%s consent in connection ith the sa'e of s&bstantia''y a'' of the assets associated ith s&ch party%s b&siness) 4 2<) Entire Agreement) This Agreement constit&tes the comp'ete, fina' and e,c'&sive statement of the terms of the &nderstanding beteen the parties concerning the p&rchase, sa'e and distrib&tion of the (rod&cts) This Agreement s&persedes a'' prior agreements and &nderstandings concerning its s&b5ect matter and may not be amended itho&t f&rther ritten agreement of both parties) 1f any provision of this Agreement sho&'d be fo&nd to be inva'id or &nenforceab'e, a'' of the other provisions sha'' nonethe'ess remain in f&'' force and effect to the ma,im&m e,tent permitted by 'a) 2= Attorneys% @ees) 1n any action or proceeding arising here&nder, the prevai'ing party sha'' be entit'ed to recover its costs and reasonab'e attorneys% fees, as determined by the co&rt) 2>) Arbitration) A'' disp&tes arising in connection ith this Agreement sha'' be fina''y sett'ed by fina' binding arbitration) The arbitration sha'' be he'd in , and cond&cted in accordance ith the Bommercia' C&'es of the American Arbitration Association) D&dgment &pon the aard rendered may be entered in any co&rt having 5&risdiction or app'ication may be made to s&ch co&rt for a 5&dicia' acceptance of the aard and an order of enforcement) Each party sha'' bear its on e,penses of the arbitration, b&t the arbitrator%s fees and costs sha'' be borne e0&a''y beteen the parties participating in the arbitration) The member of members of the pane' of arbitrators sha'', to the e,tent possib'e, each be fami'iar ith the ind&stry to hich this Agreement re'ates) 2?) 6otices) Any notice re0&ired or permitted here&nder sha'' be given in riting by hand de'ivery, by carrier g&arantying overnight de'ivery, by prepaid certified mai', ret&rn receipt re0&ested, or by facsimi'e or simi'ar e'ectronic means, addressed to the parties at their respective addresses above (or s&ch other addresses as they may from time to time designate) and directed to the attention of the president of the recipient) 6otice by hand de'ivery sha'' be effective &pon receipt) 6otice by carrier g&arantying overnight de'ivery sha'' be effective &pon the day fo''oing de'ivery of the notice to s&ch carrier) 6otice by mai' sha'' be deemed received five (7) days after mai'ing) E'ectronic notice sha'' be effective &pon receipt of confirmation of transmission) /0) -aiver) Any party%s fai'&re to insist, in one or more instances, &pon the performance of any term or terms of this Agreement sha'' not be constr&ed as a aiver or re'in0&ishment of right to s&ch performance or the f&t&re performance of s&ch term or terms, and the other party%s ob'igation ith respect thereto sha'' contin&e in f&'' force and effect) /+) Bo&nterparts) This Agreement may be e,ec&ted in separate co&nterparts, each of hich sha'' be deemed an origina' and, hen e,ec&ted separate'y or together, sha'' constit&te a sing'e origina' instr&ment, effective in the same manner as if the parties have e,ec&ted one and the same instr&ment) /2) (&b'icity) 6either party i'' originate any p&b'icity, ne re'ease, or other p&b'ic anno&ncement, ritten or ora', hether to the p&b'ic press, to ho'ders of p&b'ic'y oned stoc2, or otherise, re'ating to this Agreement, to any amendment thereto or to performance here&nder or the e,istence of an arrangement beteen the parties itho&t the prior ritten approva' of the other party) S&ch approva' i'' not be &nreasonab'y ithhe'd) 7 16-1T6ESS -EECE8@, this Agreement has been e,ec&ted by the &ndersigned a&thori;ed representatives of the parties as of the Effective Date stated above) (signat&res) <