EVENT SPONSORSHIP AGREEMENT

This Sponsorship Agreement (the “Agreement”) is made and entered into as of the date you purchased the appropriate sponsorship via Eventbrite.com (the “Effective Date”) by and between W3 Consulting, Inc., with an office at 3132 10th Street North, Suite 101, Arlington, Virginia 22201 (“W3 Consulting”) and the sponsor identified as the payee on Eventbrite.com (“Sponsor”).

RECITALS

W3 Consulting is hosting the event described in the Eventbrite.com event page from which you purchased the appropriate sponsorship (the “Event”) and Sponsor desires to sponsor the Event.

In consideration of the mutual promises and covenants contained in this Agreement, the parties hereby agree as follows:

1. W3 Consulting Obligations. In consideration for Sponsor’s participation in the Event, W3 Consulting shall provide the Sponsor the benefits set out below in the Appendix – Sponsorship Benefits (the “Appendix”) with respect to the appropriate sponsorship purchased on Eventbrite.com, which is incorporated and hereby made a part of this Agreement.

2. Sponsor Obligations.

2.1 Sponsor’s obligations and requirements are as set out on Appendix.

2.2 For its participation as a Sponsor in the Event, Sponsor shall pay to W3 Consulting a fee (the “Sponsorship Fee”), as set out on Appendix. The Sponsorship Fee is payable to W3 Consulting as set out in Appendix.

2.3 In addition to the terms of this Section 2, Sponsor also agrees to comply with the obligations and requirements set out in Appendix, which is incorporated and hereby made a part of this Agreement.

3. Sponsor Trademarks/Sponsor Materials. Subject to the terms and conditions of this Agreement, Sponsor grants to W3 Consulting the right to use Sponsor’s trademarks, trade names, and logo designs and company descriptions as prepared and delivered to W3 Consulting by Sponsor (“Sponsor Materials”), in any medium of advertising, marketing materials, and/or promotional goods distributed solely in conjunction with the Event and in accordance with Sponsor’s trademark usage guidelines.

4. Indemnity

4.1 W3 Consulting shall not be responsible for any loss of or damage to property of Sponsor, its employees, agents, contractors or assigns nor for any personal injury to Sponsor’s officers, directors, employees, agents, contractors and/or invitees except to the extent any such claims may be directly and solely attributable to the gross negligence or willful misconduct of W3 Consulting, its directors, officers, and/or employees.

4.2 Sponsor shall indemnify, defend, and hold W3 Consulting harmless from and against any claims arising out of, or relating directly or indirectly to, content on their respective web sites, use of Sponsor’s trademarks and logos, and Sponsor Materials.

4.3 Sponsor will give W3 Consulting prompt written notice of any claim or suit coming within the purview of these indemnities.

5. Limitation of Liability. Except with respect to Section 8.3, in no event shall either party be liable to the other party for any incidental, consequential, indirect, or punitive damages (including but not limited to lost profits) regardless of whether such liability is based on breach of contract, tort, strict liability, breach of warranties, failure of essential purpose or otherwise and even if advised of the possibility of such damages.6. Representations. Each party hereby represents and warrants that it has the full power to enter into and perform according to the terms of this Agreement.

7. Term and Termination

7.1 Term. Subject to the terms and conditions herein, this Agreement shall be effective upon the Effective Date and shall continue through the last day of the Event, unless earlier terminated as otherwise provided in this Agreement (the “Term”).

7.2 Termination by W3 Consulting. W3 Consulting shall be entitled to cancel the Event and/or terminate this Agreement at any time for any reason. In the event W3 Consulting terminates this Agreement for any reason other than Sponsor’s breach, W3 Consulting shall refund any fees received from Sponsor, and at Sponsor’s expense, return any materials, and equipment, hardware and/or software loaned by Sponsor for the Event.

7.3 Termination by Sponsor; Effect of Termination

a) Sponsor may terminate this Agreement for breach by W3 Consulting after giving W3 Consulting at least ten (10) days prior written notice specifying the nature of the breach, and giving W3 Consulting no less than ten (10) days to cure such breach. In the event such breach remains uncured at the end of the notice period, this Agreement shall terminate on the tenth day. If breach occurs fewer than ten (10) days prior to the Event, Sponsor may terminate this Agreement for breach if such breach is not cured by the first day of the Event.

b) If W3 Consulting terminates this Agreement for Sponsor’s breach, W3 Consulting shall retain any fees received from Sponsor which fees shall be due and payable notwithstanding any such termination. Any equipment, materials and hardware or software of Sponsor shall be returned at the end of the Event and, in the interim, may be used for the purposes contemplated herein notwithstanding such termination.

c) If Sponsor terminates for W3 Consulting’s breach, Sponsor shall be entitled to seek a full refund of any fees paid and for the return of any equipment, materials and hardware or software of Sponsor.

7.4 Survival. In the event of termination or expiration of this Agreement, paragraphs 4, 5, 6, 7 and 8 shall survive.

8. Miscellaneous

8.1 Notices. All notices, authorizations and requests in connection with this Agreement shall be deemed given on the day they are (i) deposited in the mail, postage prepaid, certified or registered, return receipt requested; (ii) sent by air express courier, charges prepaid; or (iii) sent by email as indicated by a email read-receipt; and sent to the address in the recitals. Sponsor agrees to send a copy of any notices, via email, to: [email protected], or to such other address as the party to receive the notice or request so designates by written notice to the other.

8.2 Relationship. This Agreement does not constitute and shall not be construed as constituting a partnership, or joint venture relationship between or among the parties.

8.3 Confidentiality. Each party expressly undertakes to retain in confidence all information and know-how transmitted to it by the other party that the disclosing party has designated as proprietary and/or confidential or that, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential, and will make no use of such information and know-how except under the terms, for the purposes of and during the existence of this Agreement. Each party’s obligation under this Agreement with respect to any particular information shall extend to the earlier of such time as such information is publicly available through no fault of the receiving party or five (5) years following termination of the Agreement.

8.3 Governing Law/Jurisdiction. This Agreement shall be governed and interpreted in accordance with the laws of the Commonwealth of Virginia. Sponsor consents to the exclusive jurisdiction and venue of the courts in the Commonwealth of Virginia, USA.

8.4 Assignment. This Agreement may not be assigned by either party without prior written consent of the other party.

Appendix – Sponsorship Benefits

Host Sponsor Benefits:

• Listed on all of marketing collateral as Host Sponsor with a hyperlink to your website.

• Full-page ad (print-ready ad provided by you, though we may be able to help you with design/layout) in the workshops handout to every attendee. (These handouts will be mailed to any attendee that registers and is unable to attend.)

• Your Logo (hyperlinked to your website) and website URL on event registration pages for every workshop or seminar.

• Your logo and website URL on all signage and on the opening and during-break Sponsor slides for each workshop or seminar.

• All directional signage leading attendees into and through the venue to the workshops or seminars will display your logo and website URL as the Host Sponsor.

Food & Beverage Sponsor Benefits

• Listed on all of marketing material collateral as an event to benefit your small business development center, and where appropriate and available, a hyperlink to your website.

• Your logo appears as the Food/Beverage Sponsor for the workshop series on the eco-friendly water bottles that go home with every attendee (up to 500 attendees in just one week!).

• Your logo and website URL on food/beverage table signage for each workshop or seminar.

• Half-page ad (print-ready ad provided by you, though we may be able to help you with design/layout) in the workshops handout to every attendee. (These handouts will be mailed to any attendee that registers and is unable to attend.)

• Your logo (hyperlinked to your website) and website URL on event registration pages for every workshop or seminar.

Exhibitor Sponsor Benefits

• Quarter-page ad (print-ready ad provided by you, though we may be able to help you with design/layout) in the workshops handout to every attendee. (These handouts will be mailed to any attendee that registers and is unable to attend.)

• Your logo and website URL on signage and on the opening and during-break Exhibitor slide telling attendees you’re available to see before or after each workshop or seminar.

• We will announce your presence at every workshop before each break and at the end of each workshop or seminar for attendees to stop by and see you.

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