TERMS AND CONDITIONS
OUR MISSION Indemnity. Sponsor agrees to indemnify, hold harmless and, at MADD’s request, defend MADD and its directors, officers, employees, and agents against losses and expenses of any nature (including but not limited to reasonable attorneys’ fees and costs of suit) resulting from the performance of this Agreement and that are directly attributable to the gross negligence or willful misconduct of Sponsor, its employees or other representatives. Event Cancellation. MADD will use its commercially best efforts to conduct the Event on scheduled date; however MADD, its directors, officers, employees, and agents shall not be responsible for damages that result from delays or postponements of the Event due to circumstances beyond its reasonable control. In the event that the Event does not take place, Sponsor ’s contribution set forth above shall be treated as a donation to MADD and shall not be refunded. It is mutually understood that MADD is a tax-exempt entity under Section 501(c)(3) of the internal revenue code and that this Agreement and any additional terms and conditions set forth in the MADD Southern California Sponsorship Proposal, including but not limited to the benefits related to each sponsorship level, hereto will not include any obligations for MADD that are unrelated to its charitable purpose or that would subject any payments, donations (in-kind or otherwise) or other valuable consideration made or provided to MADD under this Agreement to tax as income from a business activity unrelated to said charitable purpose. (b) Sponsor represents and warrants that there is no known legal impediment to the use of the Sponsor’s name, logos, or marks as contemplated in this agreement. Sponsorship Payment and Benefits. (a) The parties agree that Sponsor’s payment to MADD at the level indicated above must be submitted to MADD no later than sixty (60) days following the Effective Date of this Agreement. The parties further agree that if Sponsor receives any or all of the benefits that Sponsor shall be entitled to per this Agreement prior to submitting its required sponsorship payment in full, Sponsor shall be obligated to pay to MADD the fair market value of the benefits received by Sponsor. NOTWITHSTANDING ANY OTHER TERMS OF THIS AGREEMENT, SPONSOR SHALL PAY TO MADD THE FULL AMOUNT OF ITS SPONSORSHIP OBLIGATION NO LATER THAN THIRTY (30) DAYS PRIOR TO THE SPONSORED EVENT. Term. This Agreement shall begin on the Effective Date set forth above and end at the conclusion of the scheduled MADD Southern California event (the “Event”). Use of Sponsor Marks. Sponsor grants Mothers Against Drunk Driving (“MADD”) a non-exclusive, royalty free license to use the Sponsor’s name, logos, and marks (“Sponsor Marks”) as approved by Sponsor, as mutually agreed upon, and for no other purpose. Use of MADD Marks. MADD grants Sponsor a non-exclusive, royalty free license to use the MADD name, logo, and marks (“MADD Marks”) as approved by MADD, solely for display in connection with Sponsor’s sponsorship of the Event, or as other-wise mutually agreed upon by MADD and Sponsor, and for no other purpose. Assignment and Sublicense. (a) MADD shall not sublicense or transfer the use of the Sponsor Marks to any person or entity, or otherwise permit a third party to use Sponsor Marks for any purpose not authorized by this Agreement. MADD recognizes that there is great value to Sponsor in the Sponsor Marks and in the good will associated therewith; that nothing in this Agreement gives MADD any interest or property rights in the Sponsor Marks, except the right to use the Sponsor Marks as specifically set forth herein. Governing Law. This Agreement shall be governed, construed and enforced in accordance with and subject to the laws of the state of Texas, except that any conflict of laws rule of Texas that may require reference to the law of some other jurisdiction other than Texas law shall be disregarded. Entire Agreement. This Agreement and any additional terms and conditions set forth in the MADD Southern California Sponsorship Proposal, including but not limited to the benefits related to each sponsorship level, contain the entire agreement between the parties hereto and supersedes any and all prior agreements, arrangements or understandings between the parties relating to the subject matter of this Agreement. No oral understandings, statements, promises or inducements contrary to the terms of this Agreement exist, and each party hereto expressly disclaims reliance upon any facts, promises or representations made by any other party, or its agents, services or attorneys, prior to the date of execution of this Agreement. This Agreement cannot be amended, modified, altered or qualified except by a subsequent agreement in writing personally signed by all parties hereto.
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