Sponsorship Agreement Terms and Conditions 

These Sponsorship Agreement Terms and Conditions ("Terms") are incorporated into the Sponsorship Agreement between Santiago Hills Elementary PTA, a California nonprofit corporation (“Client”), and the Sponsor set forth in such Agreement ("Sponsor"). These Terms refer to the Client and Sponsor as the "Parties" and may refer separately to either as a "Party".

Background

1. Client is a tax-exempt charitable organization under Section 501(c)(3) of the Internal Revenue Code (“Code”). 
2. B. Sponsor desires to become a corporate sponsor of Client and to provide financial support to and increase public awareness of Client’s mission, on the basis set out in these Terms (the "Sponsorship"). 

1. Sponsorship 

1.1 Sponsorship Payment To support Client’s charitable activities, Sponsor will make a sponsorship payment to Client in the amount and on the schedule set out in the Sponsorship Agreement. 

1.2 Publicity by Sponsor Sponsor may identify itself as a corporate sponsor of Client during the term as provided in the Sponsorship Agreement. Except as required by law, Sponsor will not issue any press release or other public statement (including on its website) relating to its Sponsorship without obtaining Client’s prior written consent. 

1.3 Sponsor Recognition Sponsor will be a corporate sponsor of Client during the term specified in the Sponsorship Agreement. Client will acknowledge Sponsor in accordance with its customary donor recognition practices and identify Sponsor as a corporate sponsor as provided in the Sponsorship Agreement. 

1.4 No Substantial Return Benefit Client 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 Client Under no circumstances will Client 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 Client’s acceptance of Sponsor’s payment or acknowledgment or identification of Sponsor. Sponsor will not state or imply, orally or in writing, that Client, or its respective officers, directors, or employees, endorse Sponsor or its products. 

1.6 Non-Exclusive Sponsorship Unless otherwise provided in the Sponsorship Agreement, Sponsor’s corporate sponsorship is non-exclusive. Sponsor understands that Client 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 Marks Each Party may grant to the other a license to use its marks in connection with the Sponsorship. Any such license is a non-transferable, non-exclusive, non-sublicensable, revocable license to use, copy, and display the Party's mark for the limited purposes set forth in Sections 1.2 and 1.3 of these Terms. Each of Client 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. For clarity, nothing in this Agreement is intended to give Sponsor any ownership or other rights in any Client property or Client-related property created in connection with the Sponsorship including, without limitation, intangible property such as trademarks, event attendee lists, or mailing lists. 

2.2 Non-Permitted Associations Sponsor may not use Client Marks in any manner that suggests or implies endorsement of political views, religious beliefs, or endorsement of Sponsor's business or products, including, without limitation, in connection with any campaign activity for or against a political candidate, or in connection with any lobbying activity, or in comparison with any product or services offered by any other entity.

3. Indemnification 

3.1 Indemnification by Client Client 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) Client’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 Client Marks in accordance with the terms of this Agreement. Client 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. 

3.2 Indemnification by Sponsor Sponsor will indemnify, defend, and hold Client and its directors, officers, employees, agents, and assigns (collectively, the “Client”) harmless against any and all claims, liabilities, losses, damages, and expenses any Client 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 Client’s use of Sponsor Marks in accordance with the terms of this Agreement. Sponsor will have no obligation to indemnify any Client Party to the extent the liability is solely caused by such Client Party’s gross negligence or willful misconduct. 

4. General Provisions 

4.1 Entire Agreement These Terms, together with the Sponsorship Agreement and the other exhibits, expresses the final, complete, and exclusive agreement between Sponsor and Client, and supersedes any and all prior or contemporaneous written and oral agreements, arrangements, negotiations, communications, course of dealings, or understandings between Sponsor and Client relating to its subject matter. 

4.2 Amendment This Agreement may be amended only as stated in and by a writing signed by both Sponsor and Client which recites that it is an amendment to this Agreement. 

4.3 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. 

4.4 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. 

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

4.6 Third-Party Beneficiaries Except as provided in Section 4, this Agreement is for the exclusive benefit of Sponsor and Client and not for the benefit of any third party, including, without limitation, any employee, affiliate, subcontractor, vendor, or client of Sponsor or Client.

4.7 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 Agreement. These addresses may be changed by written notice to the other party. 

4.8 Governing Law This Agreement will be governed by California Law, without regard to or giving effect to the choice of law rules of any jurisdiction.

4.9 Injunctive Relief Both parties acknowledge and agree that: (a) any breach by one party of its obligations under Section 2 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 2, and otherwise with respect to the enforcement of all rights relating to the establishment, maintenance, or protection of their intellectual property.