Event Sponsorship Agreement - Template, Sample Form Pro · PH-law

EVENT SPONSORSHIP AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Event Sponsorship Agreement (the "Agreement") is made and entered into this ________ day of ________, 20________, at the City/Municipality of ________, Province of ________, by and between:

________, a corporation duly organized and existing under and by virtue of the laws of the Republic of the Philippines, with principal office address at ________, and with Securities and Exchange Commission Registration No. ________ and Taxpayer Identification No. ________, herein represented by its duly authorized representative, ________, by virtue of a Secretary's Certificate/Board Resolution dated ________, hereinafter referred to as the "Event Organizer" or "Organizer";

- and -

________, a corporation duly organized and existing under and by virtue of the laws of the Republic of the Philippines, with principal office address at ________, and with Securities and Exchange Commission Registration No. ________ and Taxpayer Identification No. ________, herein represented by its duly authorized representative, ________, by virtue of a Secretary's Certificate/Board Resolution dated ________, hereinafter referred to as the "Sponsor".

The Organizer and the Sponsor are hereinafter individually referred to as a "Party" and collectively as the "Parties."

WITNESSETH: That —

WHEREAS, the Organizer is organizing the following event: ________ (the "Event"), the details of which are set forth below;

WHEREAS, the Organizer is seeking sponsors for the Event;

WHEREAS, the Sponsor is interested in and willing to act as a sponsor of the Event, subject to the terms and conditions hereinafter set forth;

NOW, THEREFORE, for and in consideration of the foregoing premises and the mutual covenants hereinafter contained, the Parties hereby agree as follows:

ART. I. TERM

§ 1.01. The term of this Agreement shall commence on ________ and shall continue in full force and effect until the conclusion of the Event, as provided below (the "Term"), unless sooner terminated pursuant to the express provisions of this Agreement.

ART. II. THE EVENT

§ 2.01. A description of the Event is as follows:

________

§ 2.02. The Event shall take place as follows:

Date: ________

Time: ________

Location:

________

ART. III. SPONSORSHIP OBLIGATION

§ 3.01. In consideration of the rights and benefits granted herein, the Sponsor shall provide sponsorship in the amount of ________ Pesos (₱________), Philippine currency, which shall be paid on or before ________ in the following manner:

________

§ 3.02. All payments hereunder shall be subject to such withholding and other taxes as may be required under the National Internal Revenue Code of 1997, as amended, and its implementing regulations. The Sponsor shall be entitled to an official receipt or duly registered invoice for every payment made under this Agreement.

ART. IV. SPONSOR ADVERTISING AND BENEFITS

§ 4.01. In consideration of the sponsorship, the Sponsor shall be entitled to the following rights and benefits:

(a) The Organizer shall identify and name the Sponsor as a sponsor in all of the Organizer's plugging segments during the Event and in any radio plug, if applicable;

(b) Placement of the Sponsor's marks in all of the Organizer's marketing, advertising, and promotional materials for the Event, whenever possible and reasonably practicable;

(c) Display of the following Sponsor signage and materials, to be provided by the Sponsor, at the venue during the Event:

________

The Sponsor shall deliver the Sponsor signage on ________ at the following location:

________

(d) ________ (________) complimentary tickets to the Event.

§ 4.02. The Sponsor shall likewise be entitled to the following additional rights and benefits:

________

ART. V. EXCLUSIVITY

§ 5.01. The Sponsor shall be the exclusive sponsor for the Event in the following business category (the "Business Category"): ________.

§ 5.02. The Organizer shall not endorse or permit the marketing or promotion of any other company or organization whose principal business falls within the same or a related category as the Business Category at the Event. In case of doubt, the Organizer shall consult with the Sponsor. The foregoing shall not apply to incidental third-party endorsements not within the control of the Organizer.

§ 5.03. The Organizer shall, where reasonably possible and practicable, communicate that the Sponsor is the exclusive sponsor for the Business Category in all marketing and promotion of the Event.

ART. VI. LICENSE GRANTS

§ 6.01. The Sponsor hereby grants the Organizer, and the Organizer hereby accepts, a revocable, non-exclusive, non-transferable, non-assignable, and limited license to use the Sponsor's marks (the "Sponsor Marks") during the Term solely as necessary to provide the Sponsor Advertising and Benefits as provided in this Agreement.

§ 6.02. The Organizer hereby grants the Sponsor, and the Sponsor hereby accepts, a non-exclusive, non-transferable, and non-assignable license to use the Organizer's marks (the "Organizer Marks") during the Term for its advertising, marketing, and promotional materials in all formats and media to identify and promote its association with, and its status as a sponsor of, the Event.

§ 6.03. For purposes of this Article, "Licensor" shall refer to the Party granting the license and "Licensee" shall refer to the Party being granted the license. "Intellectual Property Rights" shall be understood in accordance with Republic Act No. 8293, otherwise known as the Intellectual Property Code of the Philippines, as amended.

§ 6.04. The Licensee understands, acknowledges, and agrees that the Licensor is and shall at all times be the sole and exclusive owner of all rights, including Intellectual Property Rights, in and relating to the Licensor's Marks, and the Licensee does not and shall not acquire any right, title, or interest in or to the Licensor's Marks under the limited license other than the right to use the Licensor's Marks in accordance with such license.

§ 6.05. The Licensee shall use the Licensor's Marks only in strict compliance with the terms and conditions of this Agreement and in accordance with the Licensor's trademark usage guidelines and quality control standards, which may be updated from time to time. Should the Licensor notify the Licensee that any use does not comply with such standards, the Licensee shall immediately remedy the same to the satisfaction of the Licensor or cease such use.

§ 6.06. The Licensee shall submit drafts or examples of any proposed use of the Licensor's Marks for the Licensor's prior written approval, which approval shall not be unreasonably delayed or withheld.

§ 6.07. The Licensor's Marks may not be altered in any manner.

§ 6.08. The Licensor warrants that the Licensor's Marks and the Licensee's use thereof in accordance with this Agreement shall not infringe, misappropriate, or otherwise violate the rights of any third party.

ART. VII. EVENT OBLIGATIONS

§ 7.01. The Organizer shall, at its sole cost and expense:

(a) Advertise, market, and promote the Event;

(b) Organize, produce, host, and manage the Event;

(c) Secure and comply with all licenses, permits, and approvals as required by law in connection with the Event, throughout the Event;

(d) Comply with, and cause all subcontractors and participants to comply with, all applicable laws, regulations, regulatory guidelines, or codes applicable to the Event and the advertising and promotion thereof, including the Consumer Act of the Philippines (Republic Act No. 7394) and applicable advertising standards;

(e) Use its best efforts to ensure that all Sponsor Advertising and Benefits are complied with, including but not limited to:

(1) Identifying and naming the Sponsor as a sponsor in all of the Organizer's plugging segments during the Event and in any radio plug, if applicable;

(2) Ensuring, whenever possible and reasonably practicable, that the Sponsor Marks are incorporated into all of the Organizer's marketing, advertising, and promotional materials for the Event;

(3) Ensuring that all Sponsor signage and materials delivered by the Sponsor are properly displayed and in view, unobstructed, and not concealed.

ART. VIII. EXPIRATION AND TERMINATION

§ 8.01. This Agreement shall automatically terminate upon the expiration of the Term, without need of notice from either Party.

§ 8.02. Either Party may immediately terminate this Agreement upon a material breach by the other Party if: (a) the breach is incapable of cure; or (b) being capable of cure, the Party committing the breach fails to cure the same within fifteen (15) days following written notice thereof.

§ 8.03. Upon the termination of this Agreement, whether by natural expiration or earlier termination, all license grants and all other rights provided under this Agreement shall automatically be revoked, and each Party shall immediately cease using the other Party's Marks.

§ 8.04. Notwithstanding the expiration or termination of this Agreement, all provisions which, by their nature, are intended to survive such expiration or termination shall remain in full force and effect.

ART. IX. REPRESENTATIONS AND WARRANTIES

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§ 9.02. Each Party further represents and warrants that its performance under this Agreement and the use of its Marks as contemplated herein will not violate any applicable law or regulation, nor infringe, misappropriate, or otherwise violate the rights, including the Intellectual Property Rights, of any third party.

ART. X. INDEMNIFICATION

§ 10.01. Each Party (the "Indemnifying Party") shall indemnify, defend, and hold harmless the other Party (the "Indemnified Party"), including its directors, officers, employees, agents, and representatives, from and against any and all claims, demands, suits, losses, liabilities, damages, costs, and expenses (including reasonable attorney's fees and costs of litigation) arising out of or in connection with any breach of this Agreement by the Indemnifying Party, or any negligent or willful act or omission of the Indemnifying Party in the performance of its obligations under this Agreement.

§ 10.02. The Indemnified Party shall promptly notify the Indemnifying Party in writing of any claim for which indemnification is sought, and the Indemnifying Party shall have the right to assume the defense thereof with counsel of its choice. The Indemnified Party shall reasonably cooperate in the defense of any such claim. This indemnification obligation shall survive the expiration or termination of this Agreement.

ART. XI. CONFIDENTIALITY AND DATA PRIVACY

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(a) Not disclose the confidential and/or proprietary information by any means not authorized by the Disclosing Party to any third party;

(b) Not copy or duplicate the confidential and/or proprietary information unless specifically directed to do so by the Disclosing Party;

(c) Not use the confidential and/or proprietary information for any purpose except as expressly authorized by the Disclosing Party;

(d) Immediately inform the Disclosing Party if it becomes aware of any unauthorized use or disclosure of the confidential and/or proprietary information.

§ 11.02. To the extent that any personal information is collected, processed, or shared in connection with this Agreement, each Party shall comply with Republic Act No. 10173, otherwise known as the Data Privacy Act of 2012, its Implementing Rules and Regulations, and the issuances of the National Privacy Commission. Each Party shall implement reasonable and appropriate organizational, physical, and technical security measures to protect such personal information against unauthorized access, processing, or disclosure.

§ 11.03. This Article shall survive the termination of this Agreement for a period of five (5) years.

ART. XII. NOTICES

§ 12.01. All notices and other communications required or permitted to be given under this Agreement shall be in writing and may be served by personal delivery, registered mail, courier, or electronic mail to the Parties' respective addresses as follows:

(a) Organizer: ________

(b) Sponsor: ________

§ 12.02. Either Party may change its address or email for the purpose of notices by giving written notice thereof to the other Party.

ART. XIII. ASSIGNMENT

§ 13.01. This Agreement, or any of the rights granted hereunder, may not be assigned, sold, leased, or otherwise transferred, in whole or in part, by either Party without the prior written consent of the other Party.

ART. XIV. SUPPORTING DOCUMENTS AND ADDITIONAL ACTS

§ 14.01. The Parties agree to execute such other documents and perform such other acts as are reasonable and necessary for the proper implementation of this Agreement.

ART. XV. GOVERNING LAW AND VENUE

§ 15.01. This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines.

§ 15.02. Any dispute, controversy, or claim arising out of or in connection with this Agreement shall, in the absence of an amicable settlement, be submitted to the exclusive jurisdiction of the proper courts of ________, to the exclusion of all other venues.

ART. XVI. WAIVER

§ 16.01. The failure of either Party to insist, in one or more instances, upon the strict performance of any of the terms of this Agreement, or to exercise any right herein contained, shall not thereafter be construed as an abandonment, cancellation, or waiver of such term or right. No waiver shall be deemed to have been made unless expressed in writing and signed by the Party granting the waiver. No waiver of any term or provision shall constitute a waiver of any other term or provision, or of the same provision on a future date.

ART. XVII. COUNTERPARTS

§ 17.01. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. If the dates set forth at the signatures differ, this Agreement shall be deemed effective as of the date on which both Parties shall have signed.

ART. XVIII. SEVERABILITY

§ 18.01. The invalidity of any provision of this Agreement shall not affect the validity of any other provision. In the event that any provision is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect as if the invalid provision had not been included.

ART. XIX. CUMULATIVE RIGHTS

§ 19.01. The rights of the Parties under this Agreement and under the law are cumulative and shall not be construed as exclusive of one another unless otherwise required by law.

ART. XX. HEADINGS

§ 20.01. The headings used in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.

ART. XXI. ENTIRE AGREEMENT

§ 21.01. This Agreement constitutes the entire agreement between the Organizer and the Sponsor and supersedes all prior negotiations, representations, and agreements, whether oral or written, relating to the subject matter hereof.

ART. XXII. AMENDMENTS AND MODIFICATIONS

§ 22.01. This Agreement may be amended or modified only by a written instrument duly signed by both Parties.

IN WITNESS WHEREOF, the Parties have hereunto affixed their signatures on the date and at the place first above written.

________
Organizer

By:

________
Representative

________
Sponsor

By:

________
Representative

SIGNED IN THE PRESENCE OF:

________          ________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES )
PROVINCE OF ________ )
CITY/MUNICIPALITY OF ________ ) S.S.

BEFORE ME, a Notary Public for and in the City/Municipality of ________, ________, this ________ day of ________, 20________, personally appeared the following persons:

1. ________, in their capacity as the duly authorized representative of ________, with the following competent evidence of identity: ________ with number ________, which expires on ________;

2. ________, in their capacity as the duly authorized representative of ________, with the following competent evidence of identity: ________ with number ________, which expires on ________.

All known to me and to me known to be the same persons who executed the foregoing Event Sponsorship Agreement, consisting of ________ pages including the page on which this Acknowledgment is written, and they acknowledged to me that the same is their free and voluntary act and deed, as well as the free and voluntary act and deed of the corporations they respectively represent.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my notarial seal on the date and at the place above written.

________
NOTARY PUBLIC

Until ________
PTR No. ________
IBP No. ________
Roll No. ________
MCLE Compliance No. ________

Doc. No. ________;
Page No. ________;
Book No. ________;
Series of ________.