This Sponsorship Agreement (the “Agreement”) is entered into as of between Galaxy Holdings, a TX LLC located at (the “Organizer”), and , a located at (the “Sponsor”).
The Organizer is producing (the “Event”), to be held on at . The Sponsor wishes to sponsor the Event at the level described below in exchange for the benefits set out in Section 3.
In consideration for the benefits, the Sponsor will pay the Organizer a sponsorship fee of , payable as follows: . All amounts are exclusive of applicable taxes. Fees paid are non-refundable except as expressly provided in Sections 6 and 7.
In exchange for the sponsorship fee, the Organizer will provide the Sponsor with the following benefits:
The Organizer will use commercially reasonable efforts to deliver each benefit. If a benefit cannot be delivered for reasons within the Organizer’s control, the Organizer will provide a benefit of substantially equivalent value or a pro-rata refund of the corresponding portion of the fee.
Each Party grants the other a limited, non-exclusive, royalty-free, non-transferable license to use its name, logo, and trademarks (the “Marks”) solely to fulfill this Agreement and promote the Sponsor’s sponsorship of the Event. Each use must follow the owner’s brand guidelines and is subject to the owner’s prior approval, not to be unreasonably withheld. All goodwill from use of a Party’s Marks inures to that Party. The license terminates with this Agreement, except for archival and historical references to past participation.
The Organizer grants the Sponsor exclusivity within the following product or service category: . During the Term, the Organizer will not grant a sponsorship of comparable or greater prominence at the Event to a direct competitor of the Sponsor within that category. This exclusivity does not extend to lower-tier sponsors, exhibitors, or speakers outside that category.
If the Organizer cancels the Event for reasons other than force majeure, it will refund the sponsorship fee on a pro-rata basis for undelivered benefits. If the Event is postponed, the sponsorship will carry to the rescheduled date, or the Sponsor may elect a pro-rata refund. If the Sponsor cancels, fees paid are forfeited and any unpaid installments through the cancellation date remain due.
This Agreement begins on the Effective Date and continues until the later of the conclusion of the Event or completion of all deliverables, unless terminated earlier (the “Term”). Either Party may terminate for the other’s material breach not cured within days of written notice. Neither Party is liable for failure to perform due to events beyond its reasonable control (force majeure).
This Agreement is governed by the laws of the State of TX, without regard to its conflict-of-laws rules. It is the entire agreement on its subject matter and may be signed in counterparts, including by electronic signature.
Name: Michael Yuan
Title: General Manager
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