Sponsorship Contract Terms

This agreement (the “Agreement” ) is entered into by and between _______, an _______ located at

________ (“Purchaser”), and _Design Talk LIVE, LLC_ (“Company”) a _Media and Broadcasting

Company_ located at _1621 Alton Pkwy, Irvine, CA 92606 with respect to the placement of the Purchaser, its pro

ducts and/or any trademarks or other similar property (“Marks”), and its employees, agents, and/or representatives (collectively, including the Marks, referenced as “Products”) in the undersigned ’a facebook live show entitled “Design Talk LIVE” (the “Show”)

under the terms and conditions set forth below:

1. NATURE OF AGREEMENT: Purchaser shall pay to Company the sum of $_________ (the “Purchase Price”) in exchange for placement of its Products under ____________________ as laid out in Exhibit A.

2. GRANT OF RIGHTS: Purchaser hereby grants to Company, its parents, subsidiaries, affiliates, agents, successors and assigns, the irrevocable non-exclusive royalty-free right and license to use the Product (including the Marks) in the Show and in and on all forms of exploitation of the Show, including any advertising, promotion and publicity of the Show in any and all media, manner and content delivery mechanism or technology, whether now known or here after devised, throughout the universe in perpetuity.

3. PRODUCT PLACEMENT: In consideration for the payment pursuant to Section 1 of this Agreement and the rights granted in Section 2, the Company hereby grants Purchaser the rights to have its product placed in the Show as laid out in the applicable portion of Exhibit A.

4. DELIVERY OF PRODUCT: Purchaser’s only grant of rights hereunder is with respect to the Products as laid out in Section 2. Purchaser shall supply the Product, as it sees fit, and grant any other rights thereto.

5. RIGHTS TO MARKS: Except with respect to the grant of rights herein, nothing contained herein shall be construed as a grant or an assignment to Company of any ownership right, title and/or interest in or to the Products, it being understood that all right, title and interest relating to the Products is expressly retained by, and reserved to, Purchaser. Company acknowledges and agrees that its use of the Products shall inure to the benefit of Purchaser and its affiliates. Purchaser shall have the sole right to initiate any action against third parties in defense of the Products.

6. COMPANY’S CREATIVE LICENSE; TERMINATION: Company will retain the right to provide Purchaser with Product placement in the Show as it sees fit, and other benefits associated with this Agreement, within the boundaries of the package purchased. Purchaser shall be entitled to terminate this Agreement only upon 45 days notice to the Company, but understands that in no event shall it be entitled to are fund of any amounts already paid to Company under this contract in the event of such termination.

7. CONFIDENTIALITY: The parties agree that the terms of this Agreement shall be confidential, and each party agrees that, except as may be required by law, it shall not make any disclosures to any third party, other than its attorneys, advisors, directors, employees, agents, shareholders, accountants and affiliates (each of whom shall be subject to the confidentiality provisions hereof) on a need-to-know basis, with regard thereto without the prior written approval of the other party. Except that either party may disclose that Purchaser is a sponsor of, or advertising in, the Show.

8. REPRESENTATIONS AND WARRANTIES: Purchaser and Company hereby represent and warrant that each has the full right, power and authority to enter into this Agreement, to grant the rights granted by it herein and to perform its obligations set forth hereunder.

9. INDEMNITY: Purchaser shall indemnify, defend and hold harmless Company, its affiliated and subsidiary companies, and each of their respective officers, directors, agents, employees, successors and assigns, from and against any and all losses, claims, actions,

liability, judgments, expenses, costs, damages, actions or causes of action (including, without limitation, reasonable attorneys’ fees) arising out of or relating to Company’s use of the Products as contemplated hereunder, or Purchaser’s breach of any warranty, representation, obligation or covenant set forth hereunder.

10. GOVERNING LAW: This Agreement is governed by and shall be construed in accordance with the substantive laws of California applicable to agreements without regard to principles of conflicts of law.

11. ARBITRATION: All claims or disputes arising out of or in connection with this Agreement shall be determined by binding arbitration in accordance with the rules of Judicial Arbitration and Mediation Service (JAMS) before a single neutral arbitrator in Los Angeles, CA, USA. All arbitration proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award.

12. REMEDIES: In the event of a breach of this Agreement by Company, Purchaser shall be limited to its remedy at law for actual monetary damages, if any, and in no event shall Purchaser be entitled to rescind or terminate this Agreement or revoke any of the rights granted to Company hereunder or to enjoin, restrain, or otherwise impair the development, production, distribution, exhibition, advertising,

publicizing, promotion or other exploitation of the Show.

13. ASSIGNMENT: Purchaser may not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of Company. This Agreement shall be binding upon, and shall inure to the benefit of, the respective successors and assignees of the parties hereto approved by Company.

14. MISCELLANEOUS:

(a) Nothing contained herein shall in any way constitute a partnership or joint venture between the parties hereto or be construed to evidence the intention of the parties to constitute such. Neither of the parties hereto shall hold itself out contraryto the terms of this provision by advertising or otherwise.

(b) If any provision of this Agreement is adjudged void, voidable or illegal, such adjudication shall not affect the remaining provisions hereof.

(c) This Agreement constitutes the complete understanding between the parties hereto with respect to the subject matter hereof and supersedes in their entirety all prior discussions and understandings, oral or otherwise, between the parties with respect to the subject matter hereof.

(d) This Agreement may not be altered or modified without the express written approval of both parties hereto.

(e) This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument and agreement.

 

Please confirm your acceptance of an agreement to the foregoing terms and conditions by signing this Agreement where indicated below.

 

PURCHASER

By: ___________________________________

Its: ___________________________________

ACCEPTED AND AGREED:

 

Design Talk LIVE, LLC. (“Company”)

By: __________________________________

 

Its: CEO/Owner

 

 

Exhibit A

 

Package Rates and Descriptions

Billing - all billing is on a recurring payment, charged automatically based on the terms of the agreement, unless renewal is cancelled at least 5 days prior to the expiration of the current contract term.

 

Selected Package:

Price: $_________

Description of Package: ________________

 

Website URL Hyperlink, to be included but not limited to the

following locations:

- Event post

- Design Talk LIVE website

- Outgoing marketing emails

- On-Air Mentions - recognition of the Purchaser’s sponsorship of the Show will be mentioned ____ times per ____, as determined by the Company. The Company reserves the right to determine when and how to recognize the Purchaser’s sponsorship.

 

Topic Choice - The Purchaser shall have the right to select _____ topic choice (subject matter of a single episode of the Show). The Show reserves the right to refuse topic choices. The Show will determine date, time, and location for the broadcast of the agreed upon topic choice.

 

Product Placement - The Purchaser reserves the right to provide _two (2)_ product(s) to be displayed as background prop and/or set decor, to be included in the shows airing. The Show reserves the right to refuse items. Company shall not liable for any related costs, shipping, storage, return of the product(s), and/or damages done to or by such product(s).

On-Site LIVE Event - the Purchaser shall have the right to _____ on-site live event during the course of the terms and period of their sponsorship. The Purchaser must notify the Company 45 days in advance of any scheduled dates, and provide several date and time options. The Company reserves the right to refuse the scheduling of such events for any reason.

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