Spring Awakening Music Festival - Master Sponsorship Agreement



Spring Awakening Music Festival Master Sponsorship Agreement EFFECTIVE DATE OF AGREEMENT: SPONSORING ENTITY: CONTACT PERSON & TITLE: SPONSORSHIP TIER / LEVEL: SPONSORSHIP FEE: KEY DELIVERABLES: ON-SITE ACTIVATION SPACE: This Master Sponsorship Agreement (the "Agreement") is made and entered into as of the Effective Date set forth above, by and between Spring Awakening Music Festival, its owners, parent companies, subsidiaries, affiliates, successors, and assigns (collectively referred to herein as "Purchaser" or "Festival"), and the entity designated above as the Sponsoring Entity (collectively referred to herein as "Sponsor"). WHEREAS, Festival is producing and promoting a live entertainment event known as Spring Awakening Music Festival (the "Event"); and WHEREAS, Sponsor desires to sponsor the Event to market its brand and products, and Festival desires to grant Sponsor specific promotional rights, subject to the comprehensive terms and conditions herein. NOW, THEREFORE, in consideration of the mutual covenants, promises, and the Sponsorship Fee contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree directly and irrevocably to the following: SPONSORSHIP GRANT, EXCLUSIVITY & LIMITATIONS: Festival hereby grants Sponsor the non-exclusive right (unless specifically outlined as exclusive in a separate addendum signed by both parties) to be identified as an Official Sponsor of the Event at the designated Sponsorship Tier. This grants Sponsor a limited, revocable license to market its brand to the Event's audience strictly in the manner outlined under "Key Deliverables." Sponsor's rights are strictly limited to the stated tier. Sponsor is unequivocally prohibited from holding itself out as a partner, owner, co-producer, title sponsor, or presenter of the Event unless explicitly stated in this Agreement. Festival reserves the absolute right to secure other sponsorships, including those in direct competition with Sponsor’s industry, products, or services, without restriction, notice, or penalty, absent a mutually executed Exclusivity Addendum. SPONSORSHIP FEE, TAXES & STRICT PAYMENT TERMS: Sponsor agrees to pay Festival the total Sponsorship Fee specified above in United States Dollars. Unless otherwise stated in a separate written invoice issued by the Festival, fifty percent (50%) of the fee is due immediately upon execution of this Agreement as a non-refundable deposit to secure placement, and the remaining fifty percent (50%) must be received in cleared funds no later than thirty (30) days prior to the first day of the Event. Late Payments & Default: Time is of the essence. In the event of late payment, Sponsor shall incur a late fee of 1.5% per month (18% per annum) on the outstanding balance. Festival reserves the unilateral right to immediately halt all deliverables, remove Sponsor's logo and branding from all physical and digital materials, revoke on-site activation privileges, and cancel VIP access without refunding any prior payments or releasing Sponsor from liability for the full balance. Sponsor is solely responsible for all local, state, or federal taxes associated with their participation. FESTIVAL DELIVERABLES & APPROVAL RIGHTS: Subject to the receipt of full, timely payment and the on-time delivery of Sponsor's assets, Festival shall provide the Key Deliverables outlined above. The exact dimensions, timing, duration, and specific placement of all physical and digital assets (e.g., banner locations, social media post schedules, logo size on website) are at the sole, reasonable creative discretion of the Festival. Festival makes no representations, warranties, or guarantees of any kind regarding the amount of foot traffic, visual impressions, return on investment (ROI), or commercial success Sponsor may achieve from this sponsorship. Festival retains final approval over all sponsor messaging and creatives distributed or displayed in connection with the Event. SPONSOR DELIVERABLES, ASSET DELIVERY & DEADLINES: Sponsor must deliver all necessary logos (in high-resolution, transparent vector formats like .AI or .EPS), marketing copy, and requested brand assets by the strict deadlines established by Festival's marketing department. Festival shall bear absolutely no liability for the omission, misprint, or delayed placement of Sponsor's branding if assets are delivered late, are in the wrong format, or require extensive modification. In such an event, the full Sponsorship Fee remains entirely due and payable. Unless explicitly arranged in the Key Deliverables, Sponsor is exclusively responsible for the cost of manufacturing, shipping, and installing all physical banners, promotional items, and custom activation structures. INTELLECTUAL PROPERTY, RECORDING & BRANDING RIGHTS: Each party retains sole and exclusive ownership of their respective pre-existing trademarks, logos, and intellectual property. During the term of this Agreement, Sponsor grants Festival a limited, non-exclusive, worldwide, royalty-free license to use, reproduce, and display Sponsor’s marks solely for fulfilling the obligations of this Agreement and in post-event promotional, archival, and recap materials in perpetuity. Sponsor shall not produce, sell, or distribute any co-branded merchandise or promotional items bearing the Festival's name, logo, or likeness without Festival's prior written consent. Festival inherently owns the sole and exclusive intellectual property and copyright (100%) in all audio, video, and photographic media captured at the Event. Sponsor may not use Festival media containing third-party musical artists for commercial advertising without securing independent clearance from said artists' management and labels. ON-SITE ACTIVATION, LOGISTICS & SOUND ORDINANCES: If an On-Site Activation Space is provided, Sponsor must ensure the space is fully staffed during all designated Festival operating hours. Sponsor's activation must be professional, aesthetically pleasing, structurally sound, and strictly adhere to Festival's safety guidelines and designated footprint. Sponsor must coordinate their load-in, strike, structural weighting (e.g., tent sandbags), and power requirements with the Production Manager no later than thirty (30) days prior to the Event. Direct selling of commercial goods or food/beverage from the activation requires a separate Vendor Agreement and is otherwise explicitly prohibited. Subletting, sharing, or re-selling any portion of the activation space to a third-party brand is strictly prohibited. Festival reserves the absolute right to shut down any activation or audio output that violates sound ordinances, causes a safety hazard, or is deemed offensive, without refund. REPRESENTATIONS, WARRANTIES & ZERO TOLERANCE CONDUCT: Sponsor represents and warrants that it has the full legal right and authority to enter into this Agreement and that all logos, promotional materials, and products distributed by Sponsor do not infringe upon the intellectual property, safety, or rights of any third party. Sponsor and all members of its on-site staff, street team, and guests agree to adhere strictly to all local laws and Festival rules. Festival enforces a strict Zero Tolerance Policy regarding the possession, use, or distribution of illegal narcotics, weapons, physical violence, sexual harassment, or severe intoxication. Festival reserves the unilateral right to immediately revoke credentials and physically eject any Sponsor personnel violating these terms, and such action shall constitute a material breach by Sponsor without entitlement to a refund. INSURANCE REQUIREMENTS, INDEMNIFICATION & HOLD HARMLESS: Sponsor is required to procure and maintain, at its sole expense, commercial general liability insurance with a minimum combined single limit of $1,000,000 per occurrence and $2,000,000 aggregate. The Certificate of Insurance (COI) must name Spring Awakening Music Festival, the Venue, and their parent/subsidiary companies as "Additional Insureds" and be submitted 30 days prior. Sponsor shall unconditionally defend, indemnify, and hold completely harmless Festival, its owners, affiliates, the Venue, artists, and contractors against any and all claims, demands, lawsuits, severe injuries, death, property damage, intellectual property infringements, personal injury, product liability (including allergic reactions or defects from distributed promo items), or judgments arising directly or indirectly out of the Sponsor's activation, distributed products, negligent acts, or willful misconduct of Sponsor's employees or agents on-site. FORCE MAJEURE, DELAY & CANCELLATION: Festival’s obligation to fulfill this Agreement is subject to events out of Festival’s reasonable control, broadly defined as "Force Majeure." This includes, without limitation: Acts of God, extreme weather, epidemics, pandemics, government mandates, capacity restrictions, acts of terrorism, civil unrest, strikes, or failure of venue facilities. In the event of cancellation due to Force Majeure, Festival shall have no liability for Sponsor’s incurred expenses (travel, lodging, activation manufacturing). Festival's maximum liability and sole remedy for a total Force Majeure cancellation shall be limited to either applying the Sponsorship Fee toward a future iteration of the Festival or issuing a pro-rata refund minus realistically incurred marketing, production, and administrative expenses already spent on Sponsor's behalf. If Sponsor cancels their participation for any reason, all fees paid are strictly non-refundable and immediately forfeited as liquidated damages. DEFAULT, BREACH & TERMINATION: If either party commits a material breach of this Agreement, the non-breaching party may terminate this Agreement upon written notice. If Sponsor breaches prior to the Event, Festival may retain all funds paid. If Sponsor materially breaches specific on-site conduct or activation rules during the Event, Festival may immediately terminate Sponsor's rights, shut down the activation, and require immediate vacating of the premises with no right to cure and no refund. CONFIDENTIALITY & NON-DISPARAGEMENT: The financial details, deliverables, and specific terms of this Agreement are exceptionally confidential and may not be disclosed to any third party (other than legal/tax advisors or as required by law). Sponsor and its representatives agree not to make any disparaging, defamatory, or negatively impactful public remarks (including on any social media platforms) regarding the Festival, its staff, attendees, artists, or other sponsors. Violation of confidentiality or non-disparagement provides Festival grounds for immediate termination and the pursuit of injunctive relief and damages. DISPUTE RESOLUTION, SEVERABILITY & GOVERNING LAW: This Agreement constitutes the complete and entire agreement between the Parties and supersedes all prior negotiations, whether written or oral. No modification shall be effective unless in writing and signed by fully authorized representatives of both Parties. The relationship between the parties is that of independent contractors; nothing herein creates an employer-employee, agency, or partnership relationship. Sponsor may not assign this agreement without written consent; Festival may assign this agreement to affiliates or successors freely. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Oregon, without regard to its conflict of law principles. Any dispute arising under this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Washington County, Oregon. Prior to initiating litigation, the Parties agree to attempt resolution through mediation with a mutually agreed upon mediator in Oregon. In any legal action arising from this Agreement, the prevailing party shall be entitled to recover reasonable attorney fees, court costs, and collection costs. PURCHASER / FESTIVAL: Spring Awakening Music Festival (Authorized Representative) Signature Printed Name & Title Date SPONSOR / AUTHORIZED ENTITY: (Binding Authorization) Signature Printed Name & Title Date

This Master Sponsorship Agreement (the "Agreement") is made and entered into as of the Effective Date set forth above, by and between Spring Awakening Music Festival, its owners, parent companies, subsidiaries, affiliates, successors, and assigns (collectively referred to herein as "Purchaser" or "Festival"), and the entity designated above as the Sponsoring Entity (collectively referred to herein as "Sponsor").

WHEREAS, Festival is producing and promoting a live entertainment event known as Spring Awakening Music Festival (the "Event"); and WHEREAS, Sponsor desires to sponsor the Event to market its brand and products, and Festival desires to grant Sponsor specific promotional rights, subject to the comprehensive terms and conditions herein.

NOW, THEREFORE, in consideration of the mutual covenants, promises, and the Sponsorship Fee contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree directly and irrevocably to the following:

SPONSORSHIP GRANT, EXCLUSIVITY & LIMITATIONS: Festival hereby grants Sponsor the non-exclusive right (unless specifically outlined as exclusive in a separate addendum signed by both parties) to be identified as an Official Sponsor of the Event at the designated Sponsorship Tier. This grants Sponsor a limited, revocable license to market its brand to the Event's audience strictly in the manner outlined under "Key Deliverables."
Sponsor's rights are strictly limited to the stated tier. Sponsor is unequivocally prohibited from holding itself out as a partner, owner, co-producer, title sponsor, or presenter of the Event unless explicitly stated in this Agreement. Festival reserves the absolute right to secure other sponsorships, including those in direct competition with Sponsor’s industry, products, or services, without restriction, notice, or penalty, absent a mutually executed Exclusivity Addendum.
SPONSORSHIP FEE, TAXES & STRICT PAYMENT TERMS: Sponsor agrees to pay Festival the total Sponsorship Fee specified above in United States Dollars. Unless otherwise stated in a separate written invoice issued by the Festival, fifty percent (50%) of the fee is due immediately upon execution of this Agreement as a non-refundable deposit to secure placement, and the remaining fifty percent (50%) must be received in cleared funds no later than thirty (30) days prior to the first day of the Event.
Late Payments & Default: Time is of the essence. In the event of late payment, Sponsor shall incur a late fee of 1.5% per month (18% per annum) on the outstanding balance. Festival reserves the unilateral right to immediately halt all deliverables, remove Sponsor's logo and branding from all physical and digital materials, revoke on-site activation privileges, and cancel VIP access without refunding any prior payments or releasing Sponsor from liability for the full balance. Sponsor is solely responsible for all local, state, or federal taxes associated with their participation.
FESTIVAL DELIVERABLES & APPROVAL RIGHTS: Subject to the receipt of full, timely payment and the on-time delivery of Sponsor's assets, Festival shall provide the Key Deliverables outlined above. The exact dimensions, timing, duration, and specific placement of all physical and digital assets (e.g., banner locations, social media post schedules, logo size on website) are at the sole, reasonable creative discretion of the Festival.
Festival makes no representations, warranties, or guarantees of any kind regarding the amount of foot traffic, visual impressions, return on investment (ROI), or commercial success Sponsor may achieve from this sponsorship. Festival retains final approval over all sponsor messaging and creatives distributed or displayed in connection with the Event.
SPONSOR DELIVERABLES, ASSET DELIVERY & DEADLINES: Sponsor must deliver all necessary logos (in high-resolution, transparent vector formats like .AI or .EPS), marketing copy, and requested brand assets by the strict deadlines established by Festival's marketing department. Festival shall bear absolutely no liability for the omission, misprint, or delayed placement of Sponsor's branding if assets are delivered late, are in the wrong format, or require extensive modification.
In such an event, the full Sponsorship Fee remains entirely due and payable. Unless explicitly arranged in the Key Deliverables, Sponsor is exclusively responsible for the cost of manufacturing, shipping, and installing all physical banners, promotional items, and custom activation structures.
INTELLECTUAL PROPERTY, RECORDING & BRANDING RIGHTS: Each party retains sole and exclusive ownership of their respective pre-existing trademarks, logos, and intellectual property. During the term of this Agreement, Sponsor grants Festival a limited, non-exclusive, worldwide, royalty-free license to use, reproduce, and display Sponsor’s marks solely for fulfilling the obligations of this Agreement and in post-event promotional, archival, and recap materials in perpetuity.
Sponsor shall not produce, sell, or distribute any co-branded merchandise or promotional items bearing the Festival's name, logo, or likeness without Festival's prior written consent. Festival inherently owns the sole and exclusive intellectual property and copyright (100%) in all audio, video, and photographic media captured at the Event. Sponsor may not use Festival media containing third-party musical artists for commercial advertising without securing independent clearance from said artists' management and labels.
ON-SITE ACTIVATION, LOGISTICS & SOUND ORDINANCES: If an On-Site Activation Space is provided, Sponsor must ensure the space is fully staffed during all designated Festival operating hours. Sponsor's activation must be professional, aesthetically pleasing, structurally sound, and strictly adhere to Festival's safety guidelines and designated footprint.
Sponsor must coordinate their load-in, strike, structural weighting (e.g., tent sandbags), and power requirements with the Production Manager no later than thirty (30) days prior to the Event. Direct selling of commercial goods or food/beverage from the activation requires a separate Vendor Agreement and is otherwise explicitly prohibited. Subletting, sharing, or re-selling any portion of the activation space to a third-party brand is strictly prohibited. Festival reserves the absolute right to shut down any activation or audio output that violates sound ordinances, causes a safety hazard, or is deemed offensive, without refund.
REPRESENTATIONS, WARRANTIES & ZERO TOLERANCE CONDUCT: Sponsor represents and warrants that it has the full legal right and authority to enter into this Agreement and that all logos, promotional materials, and products distributed by Sponsor do not infringe upon the intellectual property, safety, or rights of any third party.
Sponsor and all members of its on-site staff, street team, and guests agree to adhere strictly to all local laws and Festival rules. Festival enforces a strict Zero Tolerance Policy regarding the possession, use, or distribution of illegal narcotics, weapons, physical violence, sexual harassment, or severe intoxication. Festival reserves the unilateral right to immediately revoke credentials and physically eject any Sponsor personnel violating these terms, and such action shall constitute a material breach by Sponsor without entitlement to a refund.
INSURANCE REQUIREMENTS, INDEMNIFICATION & HOLD HARMLESS: Sponsor is required to procure and maintain, at its sole expense, commercial general liability insurance with a minimum combined single limit of $1,000,000 per occurrence and $2,000,000 aggregate. The Certificate of Insurance (COI) must name Spring Awakening Music Festival, the Venue, and their parent/subsidiary companies as "Additional Insureds" and be submitted 30 days prior.
Sponsor shall unconditionally defend, indemnify, and hold completely harmless Festival, its owners, affiliates, the Venue, artists, and contractors against any and all claims, demands, lawsuits, severe injuries, death, property damage, intellectual property infringements, personal injury, product liability (including allergic reactions or defects from distributed promo items), or judgments arising directly or indirectly out of the Sponsor's activation, distributed products, negligent acts, or willful misconduct of Sponsor's employees or agents on-site.
FORCE MAJEURE, DELAY & CANCELLATION: Festival’s obligation to fulfill this Agreement is subject to events out of Festival’s reasonable control, broadly defined as "Force Majeure." This includes, without limitation: Acts of God, extreme weather, epidemics, pandemics, government mandates, capacity restrictions, acts of terrorism, civil unrest, strikes, or failure of venue facilities.
In the event of cancellation due to Force Majeure, Festival shall have no liability for Sponsor’s incurred expenses (travel, lodging, activation manufacturing). Festival's maximum liability and sole remedy for a total Force Majeure cancellation shall be limited to either applying the Sponsorship Fee toward a future iteration of the Festival or issuing a pro-rata refund minus realistically incurred marketing, production, and administrative expenses already spent on Sponsor's behalf. If Sponsor cancels their participation for any reason, all fees paid are strictly non-refundable and immediately forfeited as liquidated damages.
DEFAULT, BREACH & TERMINATION: If either party commits a material breach of this Agreement, the non-breaching party may terminate this Agreement upon written notice. If Sponsor breaches prior to the Event, Festival may retain all funds paid. If Sponsor materially breaches specific on-site conduct or activation rules during the Event, Festival may immediately terminate Sponsor's rights, shut down the activation, and require immediate vacating of the premises with no right to cure and no refund.
CONFIDENTIALITY & NON-DISPARAGEMENT: The financial details, deliverables, and specific terms of this Agreement are exceptionally confidential and may not be disclosed to any third party (other than legal/tax advisors or as required by law). Sponsor and its representatives agree not to make any disparaging, defamatory, or negatively impactful public remarks (including on any social media platforms) regarding the Festival, its staff, attendees, artists, or other sponsors. Violation of confidentiality or non-disparagement provides Festival grounds for immediate termination and the pursuit of injunctive relief and damages.
DISPUTE RESOLUTION, SEVERABILITY & GOVERNING LAW: This Agreement constitutes the complete and entire agreement between the Parties and supersedes all prior negotiations, whether written or oral. No modification shall be effective unless in writing and signed by fully authorized representatives of both Parties. The relationship between the parties is that of independent contractors; nothing herein creates an employer-employee, agency, or partnership relationship. Sponsor may not assign this agreement without written consent; Festival may assign this agreement to affiliates or successors freely.
This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Oregon, without regard to its conflict of law principles. Any dispute arising under this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Washington County, Oregon. Prior to initiating litigation, the Parties agree to attempt resolution through mediation with a mutually agreed upon mediator in Oregon. In any legal action arising from this Agreement, the prevailing party shall be entitled to recover reasonable attorney fees, court costs, and collection costs.