This is a Corporate Sponsorship Agreement – Terms and Conditions (the “Agreement”), dated as of November 14, 2023 for any corporate sponsor that executes a Sponsorship Plan with Rock and Roll For Children Foundation, a Maryland nonprofit corporation (“RRFC”).
A. RRFC is a tax-exempt charitable organization under Section 501(c)(3) of the Internal Revenue Code (“Code”). Its mission is to raise money to improve the lives of critically ill children and their families.
B. Sponsor desires to become a corporate sponsor of RRFC and to provide financial support to and increase public awareness of RRFC’s mission, on the basis set forth in this Agreement.
C. This Agreement sets forth the understanding between RRFC and Sponsor regarding the sponsorship arrangement, including funds transfers, disclosures, legal compliance, use of trademarks, and termination of the “Sponsorship Plan,” executed by Sponsor and RRFC. It is agreed that the Sponsor has read this Agreement prior to signing the Sponsorship Plan and by doing so agrees to these provisions of this Agreement. All RRFC and Sponsor trademarks that may be used in connection with the Sponsorship are governed by this Agreement. As used in this Agreement, the term “Sponsorship” means the relationship contemplated by this Agreement.
1.3 Sponsor Recognition. Sponsor will be a corporate sponsor of RRFC during the term or for the event specified in the Sponsorship Plan. RRFC will acknowledge Sponsor in accordance with its customary donor recognition practices and identify Sponsor as a corporate sponsor as provided in the Sponsorship Plan.
1.4 No Substantial Return Benefit. RRFC 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.
1.5 No Endorsement by RRFC. Under no circumstances will RRFC 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 RRFC’s acceptance of Sponsor’s payment or acknowledgment or identification of Sponsor. Sponsor will not state or imply, orally or in writing, that RRFC, or its respective officers, directors, or employees, endorse Sponsor or its products.
1.6 Non-Exclusive Sponsorship. Sponsor’s corporate sponsorship is non-exclusive. Sponsor understands that RRFC may enter into corporate sponsorship or other similar arrangements with other companies.
1.7 Qualified Sponsorship Payment. The payment contemplated by Section 1.1 is intended to be a “qualified sponsorship payment” within the meaning of Section 513(i) of the Code, and the terms of this Agreement are intended to fall within the safe harbor established in the regulations under Section 513(i).
2. Intellectual Property.
2.1 RRFC Marks. RRFC grants to Sponsor a non-transferable, non-exclusive, non-sublicensable, revocable license to use, copy, and display the marks set forth in this Agreement (“RRFC Marks”) for the limited purposes contained in Section 1.2.
2.2 Sponsor Marks. Sponsor grants to RRFC a non-transferable, non-exclusive, non-sublicensable, revocable license to use, copy, and display the marks set forth in the Sponsorship Plan (“Sponsor Marks”) for the limited purposes contained in Section 1.3.
2.3 Ownership. Each of RRFC 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. RRFC 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 RRFC property or RRFC-related property created in connection with the Sponsorship including, without limitation, intangible property such as trademarks, event attendee lists, or mailing lists.
2.4 Non-Permitted Associations. Sponsor may not use RRFC 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.
3.1 Contact Person. RRFC 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 Plan. RRFC and Sponsor each may change its contact person at any time and will so notify the other.
3.2 Recordkeeping. RRFC 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 one (1) year after termination or conclusion of the Sponsorship. RRFC 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.
3.3 Independence. RRFC and Sponsor are and will remain independent contracting parties. Nothing in this Agreement creates an employment, partnership, joint venture, fiduciary, or similar relationship between RRFC and Sponsor for any purpose. Neither RRFC 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.
3.4 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 RRFC including, without limitation, employee, donor, and RRFC data, budget and other financial data, program plans and strategies, technical data and research, and know-how. It does not include information which: (a) is or becomes generally available to the public other than as a result of a disclosure by Sponsor; (b) was known by Sponsor prior to its being furnished by RRFC; (c) is or becomes available to Sponsor on a non-confidential basis from a source other than RRFC; or (d) is independently developed by Sponsor.
4.1 Indemnification by RRFC. RRFC will indemnify, defend, and hold Sponsor and its directors, officers, employees, agents, and assigns (collectively, the “Sponsor Parties”) harmless against any and all claims, liabilities, losses, damages, and expenses any Sponsor Party may suffer and which arise directly or indirectly from: (a) RRFC’s performance under or breach of this Agreement; or (b) claims by third parties of infringement, misappropriation, or other violations of intellectual property rights arising out of Sponsor’s use of RRFC Marks in accordance with the terms of this Agreement. RRFC will have no obligation to indemnify any Sponsor Party to the extent the liability is solely caused by such Sponsor Party’s gross negligence or willful misconduct.
4.2 Indemnification by Sponsor. Sponsor will indemnify, defend, and hold RRFC and its directors, officers, employees, agents, and assigns (collectively, the “RRFC”) harmless against any and all claims, liabilities, losses, damages, and expenses any RRFC Party may suffer and which arise directly or indirectly from: (a) Sponsor’s performance under or breach of this Agreement; or (b) claims by third parties of infringement, misappropriation, or other violations of intellectual property rights arising out of RRFC’s use of Sponsor Marks in accordance with the terms of this Agreement. Sponsor will have no obligation to indemnify any RRFC Party to the extent the liability is solely caused by such RRFC Party’s gross negligence or willful misconduct.
5.1 Termination on Notice. Either Sponsor or RRFC 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.
5.2 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. 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.
5.3 Termination for Conduct. Either RRFC or Sponsor may immediately terminate this Agreement by giving written notice to the other if, based on information about Sponsor not known to RRFC at the time this Agreement is signed, 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.
5.4 Consequences of Termination. Upon termination of this Agreement, RRFC and Sponsor will cooperate in transition activities to minimize adverse impacts of the termination. RRFC and Sponsor will promptly cease use of any Sponsor Marks and RRFC Marks, respectively. Sponsor will not be entitled to receive any refund of any payments made to RRFC prior to termination. If Sponsor terminates this Agreement under Section 5.1, Sponsor will be responsible for all remaining payments due as set out in the Sponsorship Plan. If RRFC terminates this Agreement under Section 5.1, or if Sponsor terminates this Agreement under Section 5.2 or 5.3, Sponsor will have no remaining payment obligations to RRFC. If RRFC terminates this Agreement under Section 5.2 or 5.3, Sponsor will be responsible for all remaining payments as set out in the Sponsorship Plan. The provisions of Sections 2.3, 3.2, 3.4, 4, 5.4, and 6 will remain effective after termination.
6.1 Entire Agreement. This Agreement, together with the Sponsorship Plan and any other exhibits referenced herein or attached hereto and thereto, expresses the final, complete, and exclusive agreement between Sponsor and RRFC, and supersedes any and all prior or contemporaneous written and oral agreements, arrangements, negotiations, communications, course of dealings, or understandings between Sponsor and RRFC relating to its subject matter. If there are any inconsistencies between any exhibit and this Agreement, this Agreement will control.
6.2 Amendment. This Agreement may be amended only as stated in and by a writing signed by both Sponsor and RRFC which recites that it is an amendment to this Agreement.
6.3 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 modified so that it is valid and enforceable to the maximum extent permitted by law.
6.4 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.
6.5 Assignment. Sponsor may not assign its rights or delegate its duties under this Agreement to anyone else without the prior written consent of RRFC.
6.6 Third-Party Beneficiaries. Except as provided in Section 4, this Agreement is for the exclusive benefit of Sponsor and RRFC and not for the benefit of any third party, including, without limitation, any employee, affiliate, subcontractor, or vendor of Sponsor or RRFC.
6.7 Notices. Notices and consents under this Agreement must be in writing and delivered by mail, courier, or email to the contact persons set out in the Sponsorship Plan. These addresses may be changed by written notice to the other party.