Terms and Conditions of the Pride Galveston Sponsor
Agreement
1. AGREEMENT
These terms and conditions of sponsorship (the “Terms and Conditions”) are entered into byPride Galveston and the sponsor (“Sponsor”), whose name is set forth on the above Event
Sponsorship Form (the “Sponsorship Form”). Together, the Sponsorship Form and these Termsand Conditions (collectively, the “Sponsorship Agreement”) shall govern the performance of theSponsor (the “Sponsorship”), as described further in this Sponsorship Agreement.
Capitalized terms not otherwise defined in these Terms and Conditions shall have the meanings
ascribed to them in the Sponsorship Form. Unless otherwise specifically noted, all references inthese Terms and Conditions to paragraphs or sections will refer to the paragraphs and sections ofthese Terms and Conditions.
Pride Galveston reserves the right to accept or refuse any Sponsorship Agreement or proposed
Sponsorship, in its sole discretion. Pride Galveston reserves the right to adopt additional
regulations and to modify these Terms and Conditions, as may be deemed necessary by PrideGalveston for the general success of the Event. Such modifications may include changes to theTerms and Conditions, rules and regulations stated herein, to the Sponsorship Agreement, and to
all other written agreements, which may affect the parties hereto, all of which are made a part
hereof as though fully incorporated herein and Sponsor agrees to be bound thereby.
2. PAYMENT & CANCELLATION POLICY
Full payment must be received ahead of the event dates to secure the Sponsorship. Without fullpayment, Pride Galveston cannot guarantee and will not reserve the Sponsorship for Sponsor. Allrequests for cancellation of a Sponsorship must be submitted in writing. All paid and guaranteed
Sponsorships cancelled in writing (as set forth in the Terms and Conditions) at least sixty (60)days in advance of the Event will receive a fifty percent (50%) refund of the total Sponsorshipfee. No refunds or credits will be issued on cancellation requests received less than sixty (60)days prior to the scheduled Event. Sponsorships are non-transferable.
3. TERM
The term of the Sponsorship Agreement shall commence on the date hereof and shall continue infull force and effect until the conclusion of the Event.
4. COMPLIANCE
Sponsor agrees to comply with all event rules, regulations and policies of Pride Galveston, as
currently in existence and as may be adopted hereafter by Pride Galveston.
5. SPONSORSHIP APPROVALAll Sponsorship activities and promotions are subject to approval by Pride Galveston. PrideGalveston reserves the right to restrict, prohibit, or remove any activity, material, or promotion
by Sponsor which, in its opinion and at its sole discretion, becomes objectionable for any reason
and may detract from the general character of the Event. Such activities and promotions mayinclude, but are not limited to, persons, objects, conduct, printed materials and anything which
Pride Galveston determines to be objectionable. In no event shall Pride Galveston be liable forany expenses incurred as a result of such restriction, prohibition or removal.
6. CHOICE OF COMPANY LOGO
Upon Sponsorship Agreement, Sponsor may provide Pride Galveston with multiple versions ofSponsor logo. Pride Galveston will select the best version of Sponsor logo for the most effective
collateral production.
7. COMPANY RECOGNITION
A Sponsorship shall exist under one (1) corporate brand name only. Sponsorship cannot beshared between two (2) or more entities.
8. SPONSORSHIP MATERIALS
Pride Galveston retains complete control over the design of all materials produced to fulfill theSponsorship. All materials used to advertise the Event shall remain the property of PrideGalveston. If the materials contain a Pride Galveston logo, the materials must also contain thefollowing: (i) the Date of the Event; (ii) the name of the Event; and (iii) the Pride Galveston
Event Logo provided by Pride Galveston specifically for the Event. Under no circumstance canSponsor use a Pride Galveston Logo that is not specifically provided in connection with thesponsored Event.
Pride Galveston hereby grants Sponsor a limited, royalty free, fully paid-up, non-exclusive, nontransferable, terminable right and privilege to use the specifically provided TWP Logo for thesole purpose of marketing the Event as described above. No other right, property, license,permission or interest of any kind in or to the use of any intellectual property rights of Pride
Galveston is or is intended to be given to, transferred to, or acquired by Sponsor. Sponsor agrees
to comply with the marking provisions of the trademark laws of the United States. Sponsoragrees that its use of the Pride Galveston Logo inures to the benefit of Pride Galveston and thatSponsor shall not acquire any rights as a result of this limited license. Any use of TWP’s
intellectual property that exceeds the limited license set forth above shall constitute a material
breach of this Agreement.
9. COSTS & EXPENSES
All costs, fees, and expenses not directly covered as benefits of Sponsorship are the full
responsibility of the sponsor.
10. EXHIBITION
The following applies to Pride Galveston’s annual Pride event only.
Sponsors committing to Sponsorships equal to $500 or more (referred to herein as an“Exhibitor”) are required to maintain an exhibit at the Beach Bash Event.
11. INDEPENDENT CONTRACTOR
Each party is an independent contractor. This Sponsorship Agreement does not constitute either
party as an agent, representative or partner of the other and neither shall have the authority toenter into contracts or obligations on the other’s behalf. Each party shall be solely responsible forall debts and obligations incurred by it in performing its obligations under the Sponsorship
Agreement, including, without limitation, all obligations to and in respect of its employees, andeach party agrees to indemnify the other to the extent a party is held to be liable for a debt orobligation of the other party under this paragraph.
12. INTELLECTUAL PROPERTY
Subject to the provisions below relating to termination of the Agreement, Pride Galveston’strademarks, service marks, brand names, logos and artwork displayed on the signs and othermaterials hereunder, and all trademark rights or copyrights in such signs and other materials,
shall be and remain the sole and exclusive property of Pride Galveston. Sponsor shall not havethe right to use in any way or reproduce for any purpose the corporate or trade names,
trademarks, service marks, logos or other proprietary symbols of Pride Galveston without Pride
Galveston’s prior written consent. Pride Galveston’s use of Sponsor’s name and logo pursuant to
the Sponsorship does not convey Pride Galveston’s approval, endorsement, certification, or
referral of any product or service provided by Sponsor.
13. CONFIDENTIALITY

“Confidential Information” means information exchanged by the parties that is not generally
known to the public and at the time of disclosure is identified as, or would reasonably beunderstood by the receiving party to be, proprietary or confidential. Confidential Information
may be disclosed by a party in oral, written, visual, electronic or other form. The party receiving
any such Confidential Information (“Receiving Party”) will use the same care and discretion to
avoid disclosure, publication or dissemination of any Confidential Information received from theparty disclosing such Confidential Information (“Disclosing Party”) as the Receiving Party useswith its own similar information that it does not wish to disclose, publish or disseminate (but inno event less than a reasonable degree of care). Except as otherwise expressly permitted under
this Sponsorship Agreement, the Receiving Party shall not: (a) disclose, duplicate, copy, transmit
or otherwise disseminate in any manner whatsoever any Confidential Information of theDisclosing Party; (b) use the Confidential Information of the Disclosing Party (i) for theReceiving Party’s own benefit or that of any third party, (ii) to the Disclosing Party’s detriment,or (iii) for any purpose other than performance of this Agreement; (c) commercially exploit any
Confidential Information of the Disclosing Party; or (d) acquire any right in, or assert any lien
against, the Confidential Information of the Disclosing Party. Confidential Information shall also
include the terms of this Agreement. This paragraph shall survive the termination of thisAgreement.
14. INSURANCE REQUIREMENTS
During the term of this Agreement, Sponsor is required to maintain general liability insurance inthe annual aggregate for the acts and omissions of Sponsor.
15. COMPLIANCE WITH LAWS
Sponsor will perform all of its obligations to Pride Galveston in compliance at all times with all
United States federal, state and local laws, rules, statutes, enactments, orders and regulations,
including those of any governmental agency, and all interpretations of and changes, supplementsor replacements to, any of the foregoing that are applicable to Sponsor in performing its
obligations for the Event. Sponsor is duly licensed, authorized or qualified to do business and isin good standing in every jurisdiction in which a license, authorization or qualification isrequired for ownership or leasing of assets or the transaction of business of the charactertransacted by it except where the failure to be so licensed, authorized or qualified would not havea material adverse effect on Sponsor’s ability to fulfill its obligations under this Sponsorship
Agreement.
16. INDEMNIFICATION
Sponsor agrees to indemnify and hold Pride Galveston, the Event facility and its members,
volunteers, owners, officers, committees, directors, employees and agents (collectively, the“Indemnitees”) harmless from any and all claims, damages, costs, losses, expenses, causes ofaction, liabilities and obligations of whatever nature or type, which the Sponsor has, or may
have, or which have been, or could have been, or in the future otherwise might have asserted
against it in connection with acts of the Sponsor, its directors, shareholders, officers, agents oremployees. Upon signing this Agreement, Sponsor expressly releases the Indemnitees from anyand all claims for loss, damage or injury.
17. NOTICES
Notices (including any consent or communication hereunder) must be in writing and may begiven by first class mail (return receipt requested) or hand delivered to the address set forth
below for Pride Galveston, and to the address set forth on the Sponsorship Form, as supplied bySponsor. Either party may change its notice address by using this procedure.
To Pride Galveston:Pride Galveston, c/o Terry Fuller & Jamie Waymire, 101 Whiting Ave., Galveston, Texas 77550
18. TERMINATION
a. In the event that the Event does not occur, Pride Galveston will refund the Sponsorship fee
amount to Sponsor within thirty (30) days of providing notification to Sponsor of termination ofthe Event. Pride Galveston is a rain or shine event.
b. Sponsor may terminate this Sponsorship Agreement by providing written notice of suchcancellation to the Pride Galveston no less than sixty (60) days prior to the Event; provided,
however, that Sponsor will receive fifty percent (50%) refund of the total Sponsorship fee andprovided further, that upon Pride Galveston’s receipt of such notice of cancellation, PrideGalveston reserves its right to remove all references to Sponsor from any and all Event materials.
In the event that Sponsor fails to provide Pride Galveston with notice of its intent to terminate
the Sponsorship Agreement more than sixty (60) days prior to the Event, Pride Galveston will
not refund the Sponsorship fee; provided, however, that Sponsor reserves the right to remove allreferences to Sponsor from any and all Event materials.
c. Pride Galveston may terminate this Sponsorship Agreement at any time in the event ofmaterial breach of this Sponsorship Agreement (including without limitation non-payment offees) by Sponsor.
d. Pride Galveston may terminate this Sponsorship Agreement without cause upon written noticeprovided to Sponsor no less than ten (10) days prior to the Event. In the event that PrideGalveston terminates the Sponsorship Agreement following a material breach, Sponsor shallreceive no refund of the Sponsorship fee. However, when terminated by Pride Galveston withoutcause, Pride Galveston shall refund one hundred percent (100%) of the total Sponsorship fee thatSponsor has paid as of the date of notice within thirty (30) days of providing such notice.
19. GOVERNING LAWThis Sponsorship Agreement shall be governed by the laws of the State of Texas, exclusive of its
conflicts of law rules. Venue for any action arising under or to enforce this Sponsorship
Agreement shall lie exclusively in Galveston County, Texas.

20. MISCELLANEOUS
a. Amendments to the Sponsorship Agreement. No term of this Sponsorship Agreement may beamended, modified or waived without the express written permission of each party hereto.
b. Representations and Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THISAGREEMENT, PRIDE GALVESOTN MAKES NO, AND EXPRESSLY DISCLAIMS ANY,REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THEEVENT, SPONSORSHIP OF THE EVENT AND SPONSORSHIP BENEFITS AND ANYOTHER SERVICE PROVIDED BY TWP HEREUNDER. THE PROVISIONS OF THISPARAGRAPH SHALL SURVIVE TERMINATION OR EXPIRATION OF THEAGREEMENT.
c. Limitation of Liability. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTYFOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE ORSPECIAL DAMAGES ARISING OUT OF OR IN RELATION TO THIS AGREEMENT,INCLUDING LOST PROFITS REGARDLESS OF THE FORM OF THE ACTION ORTHEORY OF RECOVERY, EVEN IF SUCH PARTY HAS BEEN NOTIFIED OF THE
POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY SHALL NOTAPPLY TO THE SPONSOR’S INDEMNIFICATION OBLIGATIONS UNDER THISSPONSORSHIP AGREEMENT OR EITHER PARTY’S BREACH OF ITS OBLIGATIONSOF CONFIDENTIALITY.
d. Force Majeure. Pride Galveston shall not be liable for any prevention or delay in performance
resulting in whole or in part, directly or indirectly, from an Act of God, terrorism, civil
disturbance, court order, natural disasters, wars, riots, actions by Federal, state or local
governments, or any other circumstances or causes beyond the reasonable control of PrideGalveston or its suppliers.
e. No Waiver. No delay or omission by either party in exercising any right or remedy under thisSponsorship Agreement or existing at law or equity shall be considered a waiver of such right orremedy. No waiver by either party of any right or remedy whether under this Sponsorship
Agreement or otherwise shall be effective unless in writing.
f. Severability. If any provision of this Sponsorship Agreement is held to be invalid or
unenforceable, it will be construed to have the broadest interpretation which would make it valid
and enforceable. Invalidity and unenforceability of one provision will not affect any otherprovision of this Sponsorship Agreement.
g. Assignability. Neither party to this Sponsorship Agreement may assign, transfer, sell, pledge,or hypothecate its right, title of interest in this contract or any part thereof, or any rights orprivileges created thereby without prior written consent of the other party. Any assignment orattempted assignment contrary to this paragraph shall be null and void. This Sponsorship
Agreement shall be binding upon all successors, legal representatives and permitted assigns ofthe parties.

h. Entire Agreement. This Sponsorship Agreement constitutes the entire agreement of the parties
hereto with respect to the subject matter hereof and supersedes any prior or contemporaneous
written or verbal communications or representations regarding such subject matter. This
Sponsorship Agreement may not be modified except in writing signed by both parties hereto.