Terms and Conditions of Sponsorship Agreement

The Sponsor has agreed to Sponsor an event(s)/activity, or activities, of Designed With A Purpose cfs non-profit organization. Designed With A Purpose cfs has agreed to provide the Sponsor with the benefits set out in their Agreement.

OPERATIVE PROVISIONS

1 DEFINITIONS AND INTERPRETATION

“Sponsorship Fee” means the fee set out in the Sponsorship Package Offer.

“Sponsorship Package Offer” means the Sponsorship Package Offer as presented by Designed With A Purpose cfs.

2 SPONSORSHIP FEE

2.1 The Sponsor will pay Designed With A Purpose cfs the Sponsorship Fee. Designed With A Purpose cfs will issue a tax invoice for the Sponsorship Fee to the Sponsor at the specified time. The Sponsor must pay the Sponsorship Fee within 30 days of the date of the invoice from Designed With A Purpose cfs.

3 SPONSORSHIP BENEFITS AND OBLIGATIONS

3.1 In consideration of the payment of the Sponsorship Fee by the Sponsor, Designed With A Purpose cfs grants the Sponsor the non exclusive sponsorship rights contained within the Sponsorship package.

3.2 The Sponsor will act at all times in a manner which is consistent with the good name, goodwill and reputation of Designed With A Purpose cfs.

3.3 Designed With A Purpose cfs is responsible for administration of the event/activity and coordinating all details in relation to the venues at which such events/activities are held.

3.4 Designed With A Purpose cfs may cancel or postpone any event at its discretion in which case Designed With A Purpose cfs and the Sponsor will endeavor to develop an event of the same or similar value that is suitable to both parties to replace the cancelled event but no refund will be made.

3.5 The Sponsor must keep confidential and not use for any other purpose other than the performance of this agreement and must not disclose any information provided by Designed With A Purpose cfs to the Sponsor which is identified as, by its nature is or would be reasonably considered as confidential.

3.6 Nothing in this agreement creates any relationship of employment, agency or partnership. This agreement contains the entire agreement and may only be varied in writing. It is governed by the law of North Carolina. A waiver of an obligation by a party is not a waiver of any other obligation.

4 USE OF LOGO AND INTELLECTUAL PROPERTY RIGHTS

4.1 The Sponsor will provide Designed With A Purpose cfs with a copy of its logo or trademark in the form required by Designed With A Purpose cfs for the purposes of this Agreement. Designed With A Purpose cfs will only use any logo or trademark provided by the Sponsor for the purposes of this Agreement.

4.2 The Sponsor warrants that it has full power and authority to provide its logo or trademark as provided to Designed With A Purpose cfs under this Agreement.

4.3 The Sponsor agrees to indemnify and keep indemnified Designed With A Purpose cfs against any claims, actions, liabilities, losses, demands, suits, proceedings, damages, expenses or costs arising out of or in respect of the proper use by Designed With A Purpose cfs of the Sponsor’s logo or trademark under this Agreement, including but not limited to any claims in respect of any infringement of any third party intellectual property rights.

4.4 Nothing in this Agreement constitutes a grant or creates to or in favor of a party any goodwill or proprietary right in or relation to the other party or any of the other party’s intellectual property, including but not limited to the other party’s logo or trademarks.

4.5 Each party agrees not to take any action which may damage the validity or value of the other party’s name, corporate logo or other identifying mark in connection with performance of this agreement.

5 TERMINATION AND CANCELLATION

5.1 Designed With A Purpose cfs may terminate this Agreement immediately on written notice to the Sponsor, if the Sponsor fails to pay the Sponsorship Fee to Designed With A Purpose cfs in accordance with the payment provisions of this Agreement;

5.2 Either party may terminate this Agreement if:

(a) the other party commits a breach of any provision of this Agreement and such breach is not rectified within 7 days after receipt of written notice from the first party requiring the breach to be remedied;

(b) one party commits any act or behaves in any manner, which in the reasonable opinion of the other party, brings the first party into disrepute; or

(c) one party becomes or threatens to become, or in the reasonable opinion of the other party is in jeopardy of becoming, subject to any form of insolvency administration.

5.3 The Sponsor will not be entitled to any refund of the Sponsorship Fee if the Sponsor terminates this Agreement other than in accordance with clause 5.2.