Sponsorship Agreement
This Sponsorship Agreement (this “Agreement”) is entered into as of Agreement execution date (the “Execution Date”) by and between Club (Name), a Club jurisdiction and entity type (“Club”), and Sponsor (Name), a Sponsor jurisdiction and entity type (owner and operator of Sponsor business/brand name) (“Sponsor”). This Agreement consists of this Sponsorship Agreement and Exhibits A and B hereto, each of which is incorporated into and forms a part of this Agreement by this reference.
RECITALS
Club owns and operates a professional sports team known as Team name (the “Team”) and has the right to grant sponsorship rights and to exploit certain commercial, advertising and related opportunities with respect to the Team, including at the stadium located in Stadium location currently named Stadium name (the “Stadium”).
Sponsor wishes to obtain certain sponsorship rights, benefits and opportunities with respect to the Team in connection with the advertising and promotion of the Sponsor Business (as defined below).
In consideration of the mutual covenants contained herein, the parties agree as follows:
Term of Agreement
This Agreement shall be binding on the parties hereto as of the Execution Date. The term of this Agreement (the “Term”) shall commence as of Agreement effective date (the “Effective Date”) and shall expire upon the later of:
the conclusion of the Final sports season referenced and
Scheduled expiration date (such expiration date, the “Scheduled Expiration Date”), unless sooner terminated pursuant to the terms of this Agreement.
Sponsor Rights and Benefits
Subject to the terms and conditions of this Agreement, as part of the consideration of the full and timely payment of the Sponsor Fees, Club hereby grants to Sponsor, and Sponsor hereby accepts, solely in the Territory, and during the Term:
the right to use the Benefits set forth on Exhibit A and the license and right to use the Team Marks solely in connection with the advertisement and promotion of Sponsor’s Sponsor business/brand name (the “Sponsor Business”) in accordance with this Agreement; and
the right to use the designation Official sponsor designation(s) and such other designations as Club and Sponsor may agree to in a writing from time to time (collectively, the “Official Designations”), solely in connection with the Sponsor Business.
No license or right is granted for the use of any other Club intellectual property for any other purpose, in any geographic area outside the Territory, for any medium of distribution that cannot be reasonably limited to the Territory, or during any period before or after the Term. The rights granted to Sponsor pursuant to this Section 2. may not be used to promote or advertise any products or services of Sponsor other than the Sponsor Business, or any other person or entity, whether directly or by affiliation, cooperation, co-sponsorship, or any joint programs or promotions.
Annual Fees; Playoff Payment
Annual Fees
In consideration for the Benefits, during each Contract Year of the Term, Sponsor shall pay Club, in accordance with this Section 3.a. and Payment Terms set forth in Exhibit B, the amount set forth next to the applicable Contract Year below (the “Annual Fee”):
First Contract Year (First contract year range): Annual fee amount - Year 1
Second Contract Year (Second contract year range): Annual fee amount - Year 2
Third Contract Year (Third contract year range): Annual fee amount - Year 3
Fourth Contract Year (Fourth contract year range): Annual fee amount - Year 4
Fifth Contract Year (Fifth contract year range): Annual fee amount - Year 5
Sponsor shall pay Club the Annual Fee for each Contract Year of this Agreement in Number of installments equal installments, each due on or prior to the Installment due date(s) of the applicable Contract Year.
Annual Trade Value
In addition to the Annual Fees identified in Section (3.a) above, Sponsor shall provide Club with food, beverage and serving products from Sponsor’s Sponsor business/brand name with values equal to the following (each, an “Annual Trade Value”):
First Contract Year (First contract year range): Annual trade value - Year 1
Second Contract Year (Second contract year range): Annual trade value - Year 2
Third Contract Year (Third contract year range): Annual trade value - Year 3
Fourth Contract Year (Fourth contract year range): Annual trade value - Year 4
Fifth Contract Year (Fifth contract year range): Annual trade value - Year 5
As part of the Annual Trade Value, Sponsor shall provide Club with a designated liaison who will coordinate the menu and quantities to be provided by Sponsor. Sponsor shall deliver the food (the cost of which is included in the Annual Trade Value) to the Stadium at the time and location specified by Club.
If any portion of the Annual Trade Value is not used in any given Contract Year, such unused amount shall carry forward to the subsequent Contract Year. If any portion of the Annual Trade Value is not used at the end of the Term, Club shall be permitted to use such unused amount within Carryover duration after expiration following expiration of this Agreement. The parties acknowledge that the Annual Trade Value is inclusive of any taxes, surcharges or related fees applicable to the orders placed by Club during the Term.
Playoff Payments
If, during the Term, the Team plays in the Special game reference, or any post-season playoff game, including any wild card, divisional playoff, conference championship, or championship game (each, a “Playoff Game”), to the extent Club has the necessary rights to grant the Benefits identified on Exhibit A for such Playoff Game, Sponsor shall pay Club an additional amount per Playoff Game equal to a pro-rated portion of the Annual Fee applicable during the then-current Contract Year.
The pro-rated portion shall be determined by Club using Club’s internal line item accounting values as set forth in Club’s standard rate card for such Benefits during each Playoff Game; provided that the cost of the Playoff Game tickets shall be based upon the generally applicable price for such tickets (the “Playoff Payments”).
Sponsor shall pay the Playoff Payments in accordance with Payment Terms of the Terms and Conditions not later than Payment deadline after invoice following Sponsor’s receipt of an invoice requesting payment for such Playoff Games; provided that Club’s failure to deliver such an invoice shall not, and not be construed to, relieve Sponsor of any obligation to pay any amount owed to Club.
Definitions
Capitalized terms used but not otherwise defined herein have the respective meanings given to them on Exhibit B (as it may be amended or otherwise modified from time to time, the “Terms and Conditions”).
Standard Terms and Conditions
Except as expressly set forth in this Sponsorship Agreement or Exhibit A, all Benefits granted by Club to Sponsor hereunder shall be subject to, and Sponsor shall at times comply with, the terms and conditions set forth in the Terms and Conditions.
Notices
Any notice or other communication under this Agreement shall be in writing and shall be considered given when delivered personally or by electronic mail (confirmed by one of the other permissible methods of giving notice hereunder), one business day after being sent by a nationally recognized overnight courier, or three business days after being mailed by registered or certified mail, postage prepaid and return receipt requested, to the parties at the following addresses (or at such other address as a party may specify by notice to the other):
To Sponsor:
Sponsor (Name)
Sponsor (Address (multi-line))
Email: Sponsor contact email
To Club:
Club (Name)
Club (Address (multi-line))
Email: Club contact email
Notwithstanding the foregoing, delivery of an invoice via solely electronic mail shall constitute sufficient delivery under this Agreement.
Integration; Amendment
This Agreement contains the complete understanding between the parties hereto and supersedes all prior and contemporaneous written or verbal agreements or understandings (including but not limited to all negotiations, term sheets, letters of intent, presentations, and prior drafts of this Agreement) relating to the subject matter hereof. This Agreement may not be amended or otherwise modified except in a writing specifically referring to this Agreement and signed by authorized representatives of Sponsor and Club.
Counterparts
This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which taken together shall constitute one single agreement. Delivery of an executed counterpart by electronic transmission shall have the same effect as delivery of an original ink counterpart.
IN WITNESS WHEREOF, each party has caused this Agreement to be executed in Execution location, by its duly authorized representative with the intent that it be binding as of the Execution Date.
CLUB:
Club (Name)
SPONSOR:
Sponsor (Name)
EXHIBIT A
Sponsorship Benefits
For purposes of clarity, the Benefits set forth on this Exhibit A are subject to the terms and conditions of this Agreement, including the Club Approval Rights under Section 5. of the Terms and Conditions.
Stadium Signage
Carousel Messaging: Sponsor shall receive Number of minutes minutes of real time (and not game clock time) of display of a Sponsor Mark on LED carousel signage on one (1) of the main video boards above the End zone reference during each quarter of each preseason and regular season Home Game. During each segment, Sponsor may include up to Animated messaging duration of animated messaging. Sponsor shall be solely responsible for any costs related to the animated messaging.
Ribbon LED Signage: Sponsor shall receive display of a Sponsor Mark on the LED ribbon boards located on the fascia on the east and west sides of the Stadium for Ribbon signage duration of real time (and not game clock time) during each quarter of each preseason and regular season Home Game. The exact timing of each display shall be determined by Club.
Concourse Signage: Sponsor shall receive display of a Sponsor Mark or Advertisement on Number of panels back-illuminated advertising panels at certain locations on the Stadium concourses to be displayed during each preseason and regular season Home Game. The exact size and location of each panel shall be determined by Club.
Radio
Radio Spots: Sponsor shall receive the following radio spots in Club radio programming broadcasted by Club’s primary radio partner. The exact timing of each spot shall be determined by Club or Club’s primary radio partner:
Radio show name 1: A total of Number of spots Spot length spots for broadcast of an advertisement of the Sponsor Business during certain initial broadcasts.
Radio show name 2: Number of spots per game/show Spot length spot(s) for broadcast of an advertisement of the Sponsor Business during each initial broadcast (for a total of Total annual spots spots during each Contract Year).
In-game reference: Number of spots per game/show Spot length spot(s) for broadcast of an advertisement of the Sponsor Business during the initial broadcast of each preseason and regular season Team Game radio broadcast (for a total of Total annual spots spots during each Contract Year).
Digital
Banner Ad: During each Contract Year, Sponsor shall receive display of a Sponsor Mark on one (1) banner advertisement in respect of the Sponsor Business that rotates throughout Club website URL (approximately Banner size dimensions) and that links to Sponsor’s official website. The exact placement of the banner shall be determined by Club in its sole discretion.
Gameday Magazine: During each Contract Year, Sponsor shall receive space to display one (1) full page advertisement in respect of the Sponsor Business and display of a Sponsor Mark in each digital (or printed, as determined by Club) issue of the Gameday Magazine distributed to Club’s season ticket members prior to each Home Game. The exact size and placement of the advertisement and timing of each distribution of the Gameday Magazine shall be determined by Club in its sole discretion.
Social Media Feature: During each Contract Year, Sponsor shall be the presenting sponsor of a video feature that highlights a top play by a Team player during each preseason and regular season Team Game (the “Feature”). The top play shall be determined by Club in its sole discretion. Such presenting sponsorship shall consist of the following:
i. A Sponsor Mark displayed in the Feature, which shall be published by Club to Club’s official Social media platform(s) account(s). The post will tag Sponsor’s official corresponding social media account. The content, timing and frequency of such social media posts and the social media platforms shall be determined by Club.
Hospitality
Season Tickets: Sponsor shall receive tickets (Section number, row, and seats, or a substantially similar location) to each preseason and regular season Home Game.
Concessions
Branded Concession Stands: During each preseason and regular season Home Game and Other events reference as requested by Club or the Stadium concessionaire (Concessionaire name), Sponsor shall have the right to display Sponsor branding on:
one (1) fixed concession stand in the Stadium located in the Stadium area name; and
the fixed concession stand identified as Concession stand number on the Stadium concourse (collectively, the “Stands”).
The exact size and location of the Stands shall be determined by Club. The exact design of the Stands shall be mutually agreed upon between Sponsor and Club. Sponsor may display signage displaying a Sponsor Mark in and/or on the Stand. Sponsor shall be responsible for all costs associated with the branding and advertising in respect of the Stand.
Vending: Subject to the Concessions Agreement (as defined herein), Sponsor shall have the right to have its food products sold or otherwise distributed from the Stands and/or certain general concessions areas at the Stadium determined by Club or the Concessionaire.
For purposes of clarity, nothing in this Agreement grants Sponsor the right to operate the Stand or otherwise sell or distribute food products from or within the Stand. Sponsor shall enter into an agreement with the Concessionaire to memorialize any such rights regarding the sale or distribution of Sponsor’s products at the Stadium during each Home Game and Other events reference (the “Concessions Agreement”). The exact products to be sold and distributed shall be subject to Club’s final approval.
For purposes of clarity, Club reserves the right to sell other products at the Stadium competitive to the Sponsor Business. Sponsor acknowledges that such rights do not automatically extend to Other Events at the Stadium. Sponsor acknowledges that Sponsor shall cooperate with the Concessionaire regarding logistics and management of the Sponsor’s food products, and appropriate storage and dispensation of the food products.
In the event of any recall with respect to Sponsor’s products provided to the Concessionaire pursuant to this Agreement or the Concessions Agreement, Sponsor shall notify both Club and the Concessionaire immediately upon issuance of such recall, and Club may, at its sole discretion and without penalty, suspend the Benefits for a duration as reasonably determined by Club. Any costs or expenses incurred by Club or the Concessionaire with respect to any such recall shall be the sole responsibility of Sponsor.
Sponsor shall be responsible for the management and control over the services provided by its staff members operating the Stands (“Sponsor Staff”) and Sponsor shall be solely responsible for determining the terms of employment for Sponsor Staff. Sponsor shall train Sponsor Staff or require Sponsor Staff to undergo training provided by Concessionaire. The staffing levels at each Stand shall be subject to Club’s approval.
Promotions
In-Stadium Promotions: Sponsor shall receive the right to conduct promotional activities during Number of games/events Home Games per Contract Year, subject to Club’s prior written approval regarding the timing, nature, and execution of such promotions. Sponsor shall be solely responsible for all costs associated with such promotions, including staffing, signage, giveaways, and compliance with applicable rules and regulations.
Promotional Rights: Sponsor shall have the right to reference its designation as an Official sponsor designation(s) of the Team in its promotional materials, advertising, and marketing campaigns, subject to Club’s prior written approval of all materials.
Joint Promotions: Sponsor and Club may, from time to time, mutually agree to conduct joint promotional activities, contests, or sweepstakes. All terms relating to such joint promotions shall be documented in writing and signed by both parties.
Community Programs
Community Events: Sponsor shall be the presenting sponsor of Community program/event name conducted by Club during each Contract Year. Sponsor’s Marks shall appear on promotional materials, digital platforms, and at the event venue.
Charity Partnerships: Sponsor shall be entitled to partner with Club on one (1) charitable initiative per Contract Year, subject to Club’s final approval. The details of such charitable initiative, including branding, benefits, and promotional opportunities, shall be mutually agreed upon in writing.
Hospitality & Special Events
Hospitality Suites: In addition to tickets, Sponsor shall be entitled to use Number of suites hospitality suites during Events covered, subject to Club’s standard suite policies.
VIP Experiences: Sponsor shall receive Number of passes VIP passes to Club-hosted events, including but not limited to Event types.
Stadium Tours: Sponsor shall be entitled to Number of private tours private stadium tours per Contract Year for Sponsor guests, coordinated with Club’s community relations staff.
Additional Rights
Merchandising Rights: Sponsor may distribute Sponsor product/merchandise type bearing Sponsor’s Marks and Team Marks at Number of games/events Home Games per Contract Year, subject to Club’s prior approval.
Intellectual Property Usage: Sponsor shall have a non-exclusive, non-transferable, revocable right to use Team Marks solely for the purpose of promoting the Sponsor Business during the Term and within the Territory, as further defined in Section 2. of this Agreement.
EXHIBIT B
Definitions and Terms and Conditions
Definitions
For purposes of this Agreement, the following terms shall have the meanings set forth below:
“Agreement” means this Sponsorship Agreement, including all exhibits, schedules, and attachments hereto, as the same may be amended from time to time in accordance with its terms.
“Annual Fee” has the meaning set forth in Section (3.a).
“Annual Trade Value” has the meaning set forth in Section (3.a).
“Benefits” means the rights and benefits granted to Sponsor pursuant to this Agreement, as more fully described in Exhibit A.
“Club” means Club (Name), and its successors and assigns.
“Club Marks” or “Team Marks” means the trade names, trademarks, service marks, logos, and other identifying symbols associated with the Team and/or Club, as designated by Club for use by Sponsor hereunder.
“Contract Year” means each consecutive twelve (12)-month period (or portion thereof) during the Term commencing on the Effective Date.
“Concessions Agreement” has the meaning set forth in Exhibit A, Section 5.b..
“Effective Date” has the meaning set forth in Section 1..
“Home Game” means each preseason and regular season home game played by the Team at the Stadium.
“Official Designations” has the meaning set forth in Section 2..
“Sponsor” means Sponsor (Name), and its successors and assigns.
“Sponsor Business” means Sponsor business/brand name, as approved by Club for advertising and promotional purposes hereunder.
“Sponsor Mark(s)” means the trade names, trademarks, service marks, logos, and other identifying symbols of Sponsor, as approved by Club for use in connection with this Agreement.
“Stadium” means Stadium name, located in Stadium location, or any successor venue at which the Team plays its Home Games.
“Term” has the meaning set forth in Section 1..
“Territory” means Geographic territory, as designated by Club.
Club Approval Rights
Club shall have the right to approve all Sponsor Marks, advertisements, promotional materials, signage, and other content created by or on behalf of Sponsor in connection with this Agreement.
Sponsor shall provide all such materials to Club for review and written approval not less than Approval review period prior to intended use.
Payment Terms
All amounts payable by Sponsor under this Agreement shall be paid in lawful currency of Currency type, free and clear of any deductions, withholdings, or setoffs.
Except as otherwise expressly provided, payments shall be made by wire transfer to the account designated by Club in writing.
Any payment not received within Late payment grace period after the applicable due date shall accrue interest at a rate of Interest rate for late payments% per month (or the maximum amount permitted by applicable law, if lower).
Representations and Warranties
Each party represents and warrants that:
It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization;
It has the full right, power, and authority to enter into and perform this Agreement; and
The execution and performance of this Agreement does not violate or conflict with any other agreement to which it is a party.
Sponsor further represents and warrants that it owns or has valid licenses to use all Sponsor Marks and that its products and services comply with all applicable laws and regulations.
Termination
Termination for Cause: Either party may terminate this Agreement upon Cure period duration written notice in the event of a material breach by the other party that remains uncured.
Termination for Insolvency: Club may terminate this Agreement immediately if Sponsor becomes insolvent, makes a general assignment for the benefit of creditors, or is subject to any bankruptcy or similar proceeding.
Effect of Termination: Upon termination or expiration of this Agreement, all rights granted to Sponsor shall immediately cease, and Sponsor shall discontinue all use of Club Marks and remove all signage, advertising, and other references to the Team or Club.
Indemnification
Sponsor shall indemnify, defend, and hold harmless Club, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:
Sponsor’s breach of this Agreement;
Sponsor’s products, services, or promotional activities; or
Sponsor’s negligence or willful misconduct.
Club shall indemnify, defend, and hold harmless Sponsor, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses arising out of or relating to:
Club’s breach of this Agreement; or
Club’s negligence or willful misconduct.
Insurance
Sponsor shall maintain, at its sole cost and expense, commercial general liability insurance, product liability insurance, and such other policies as reasonably required by Club, in each case with coverage limits of not less than Insurance coverage amount per occurrence. Sponsor shall name Club and its affiliates as additional insureds under such policies and shall provide certificates of insurance upon request.
Governing Law; Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of Governing jurisdiction law, without regard to conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the rules of Arbitration institution name, with the seat of arbitration in Arbitration location.
Miscellaneous
Force Majeure: Neither party shall be liable for failure or delay in performance due to events beyond its reasonable control, including acts of God, war, terrorism, labor disputes, or government action.
Assignment: Sponsor may not assign this Agreement or any rights hereunder without Club’s prior written consent.
Severability: If any provision of this Agreement is held invalid, the remainder shall remain in full force and effect.
Waiver: No waiver of any provision shall be deemed a waiver of any other provision, nor a waiver of the same provision at any other time.
