Sponsorship Agreement - .NET Framework

Sponsorship Agreement: Microsoft Hosted Tier 1 Event (July 2017) 1

Sponsorship Agreement

(Microsoft Hosted Tier 1 Event)

This Sponsorship Agreement (the “Agreement”) is between Microsoft Corporation (“Microsoft”) and

[insert Sponsor name] (the “Sponsor”). This Agreement is effective on [insert month, day, and year] (the

“Effective Date”).

ADDRESSES AND CONTACT INFORMATION:

Microsoft Sponsor

Attention: Kati Quigley Attention: Click here to enter text.

Address: One Microsoft Way Redmond, WA 98052

Address: Click here to enter text.

Phone Number: (425) 882-8080 Phone Number: Click here to enter text.

Fax Number: (425) 936-7329 Fax Number: Click here to enter text.

E-mail: [email protected] E-mail: Click here to enter text.

AGREED AND ACCEPTED:

Microsoft Sponsor

Signature: {{_e1s1_signature}} Signature: {{_e2s1_signature}}

Name: Kati Quigley Name: Click here to enter text.

Title: Senior Director, Partner Marketing Title: Click here to enter text.

Date: {{_e1s1_date}} Date: {{_e2s1_date}}

SECTION 1 Sponsorship Details

Exhibit A details the sponsorship package, and the Event date, location and fee (“Sponsorship Fee”) Sponsor will pay Microsoft. Microsoft and Sponsor may agree to additional co-marketing activities as set forth in Attachment A to Exhibit A (Co-Marketing Plan) based on specific Event requirements.

Exhibit B details the Rules and Regulations for the Event, including the Exhibitor Eligibility Criteria for the Event. Sponsor must comply with Exhibit B. Microsoft may provide Sponsor additional Rules and Regulations or Exhibitor Eligibility Criteria based on specific Event requirements.


Exhibit C details the Microsoft Event Code of Conduct, which applies to all Microsoft Hosted Events. Sponsor must comply with Exhibit C.

SECTION 2 Sponsorship Fee; Expenses

(a) Sponsor will pay Microsoft the Sponsorship Fee stated in Exhibit A. Sponsor will pay for all expenses it incurs for participating in the Event.

(b) Permits/Licenses. Each party will obtain all licenses, permits and insurance related to its Event activities and performance under this Agreement.

SECTION 3 Term and termination

(a) Term. This Agreement begins on the Effective Date and ends on the date listed in Exhibit A or until terminated as provided in this Agreement.

(b) Termination by Microsoft.

(1) Microsoft may terminate this Agreement or any Co-Marketing Plan for cause if Sponsor materially breaches this Agreement and fails to cure its breach within 15 business days after written notice.

(2) Microsoft may terminate this Agreement or any Co-Marketing Plan immediately for cause and without notice to Sponsor if Sponsor breaches the Rules and Regulations for the Event in Exhibit B or the Microsoft Event Code of Conduct in Exhibit C.

(3) Microsoft may cancel the Event and terminate this Agreement or any Co-Marketing Plan for convenience at any time without cause by giving written notice to Sponsor.

(c) Termination by Sponsor. Sponsor may cancel its participation in the Event or terminate the Agreement at any time and for any reason by giving written notice to Microsoft.

(d) Effects of termination

Refund:

(1) If Microsoft terminates the Agreement due to a breach by Sponsor of this Agreement

under Section 3(b)(1) or (2), the Sponsorship Fee will be non-refundable.

(2) If Microsoft cancels the Event and terminates the Agreement solely for its convenience,

Microsoft will refund the Sponsorship Fee paid.

(3) If Microsoft is unable to hold the Event due to any reason beyond its control, Microsoft

will refund that portion of the Sponsorship Fee that has not been spent or committed as

nonrefundable by Microsoft to third parties, or as otherwise agreed between Microsoft

and Sponsor.

(4) If Sponsor cancels its participation in an Event or this Agreement after the Cancellation

Deadline in Exhibit A, Sponsor will be obligated to pay a non-refundable portion of the

Sponsorship Fee as follows:

(i) Fifty percent (50%) of the Sponsorship Fee if cancelled 121 days or more prior to the first day of the Event;

(ii) Seventy-five percent (75%) of the Sponsorship Fee if cancelled 61-120 days prior to the first day of the Event; or


(iii) One hundred percent (100%) of the Sponsorship Fee if cancelled less than 60 days prior to the first day of the Event.

Survival. Section 4 (Confidentiality/Personally Identifiable Information), Section 5 (Representation and warranty), Section 6 (Indemnification), Section 7 (Limitation of liability), Section 9 (Insurance), Section 10 (Compliance with Anti-Corruption Laws), Section 11 (Taxes) and Section 12 (Miscellaneous), survive the termination or expiration of this Agreement.

SECTION 4 Confidentiality/Personally Identifiable Information

(a) Existing NDA. Any confidential information shared under this Agreement is subject to the Nondisclosure Agreement (“NDA”) between the parties. If there is no NDA, each party agrees it will not disclose non-public information of the other to third parties. The terms and conditions of this Agreement are confidential information.

(b) Personally Identifiable Information. “Personal Information” or “PII” means any information that can be used to identify, contact or locate a person such as person’s name, address, phone number, or email address. Microsoft and Sponsor will publish a privacy policy advising Event attendees and visitors if PII is being collected, what it can be used for and if it is being shared. Both parties will comply with applicable laws, rules and regulations related to collection and use of PII. Both parties will protect PII from unauthorized use, access or disclosure. If either Sponsor or Microsoft intend to share attendee/visitor PII with one another, each will provide appropriate notice to and obtain consent from attendees/visitors.

SECTION 5 Representation and warranty

(b) Sponsor and Microsoft Warranties

Sponsor and Microsoft each represent and warrant that:

(1) It has the full right and power to enter into and perform under this Agreement;

(2) It has the full right to grant each of the rights granted to the other;

(3) It and its representatives will comply with all applicable laws, rules and regulations during

the Event.

(c) Additional Sponsor Warranties

Sponsor represents and warrants that it owns or has all necessary licenses or permissions for all logos, trademarks, trade names, collateral, equipment, and any Sponsor Materials it provides to Microsoft under this Agreement.

(d) Disclaimer of Warranty

MICROSOFT MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE NUMBER OF PARTICIPANTS WHO WILL ATTEND, OR REGARDING ANY OTHER SPECIFIC BUSINESSS RESULT OR OUTCOME ARISING OUT OF OR RELATING TO SPONSOR’S PARTICIPATION IN THE EVENT.

SECTION 6 Indemnification

(a) Each party will indemnify and hold the other harmless from and against all third party claims, costs and expenses (including reasonable attorneys’ fees) for:

(1) Bodily injury or death to any person or loss, disappearance or damage to tangible or intangible property arising out of indemnifying party’s negligence or willful misconduct;

(2) Indemnifying party’s or its representatives’ actions;


(3) Misuse by the indemnifying party of the other’s logo;

(4) Indemnifying party’s breach of its representations and warranties; or

(5) Any actual or alleged infringement or violation by the indemnifying party of any third party’s rights.

(b) Neither party will have liability to the extent that the claim results from the negligent or willful

acts of the other party or if the party is complying with the express instructions of the other party.

(c) The indemnified party will (1) provide the indemnifying party prompt written notice of the claim; (2) turn over sole control over defense of the claim to the indemnifying party; and (3) provide reasonable assistance to the indemnifying party. The indemnified party may retain counsel and participate in defense of the claim, at its expense, and the indemnifying party will cooperate with such participation. The indemnifying party may not settle or publicize any claim without the indemnified party’s consent.

SECTION 7 Limitation of liability

EXCEPT FOR AMOUNTS OWED PURSUANT TO INDEMNIFICATION OBLIGATIONS IN SECTION 6 OR CONFIDENTIALITY AND PII OBLIGATIONS IN SECTION 4, TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR THAT RELATE TO THIS AGREMENT OR THE EVENT. THIS EXCLUSION APPLIES REGARDLESS OF THE LEGAL THEORY FOR THE CLAIM AND EVEN IF THE PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SECTION 8 Trademarks/Sponsor Materials

(a) Sponsor grants Microsoft the right to use the trademarks, trade names and logos it provides to Microsoft in advertising, marketing materials, and promotional goods that Microsoft distributes for the Event and Event follow up activity with Event attendees. Use of Sponsor’s logos is for the sole benefit of Sponsor.

(b) Sponsor may deliver to Microsoft various brochures, literature, software, and promotional materials (“Sponsor Materials”) for distribution by Microsoft to Event attendees as part of a welcome gift or otherwise. Sponsor grants Microsoft a right to distribute such Sponsor Materials to Event attendees for Event-related purposes only. Sponsor grants Microsoft the right to sublicense the foregoing rights to third parties that perform Event-related services for Microsoft.

SECTION 9 Insurance

(a) General. Sponsor agrees to maintain insurance coverage sufficient to meet obligations created by this Agreement and by law. Such insurance must include at a minimum the following coverage: For Events in the United States: Commercial general liability (occurrence form) of at least $2,000,000 per occurrence, worker’s compensation that satisfies all statutory limits and employer’s liability of at least $500,000. For Events outside the United States: Equivalent insurance coverage at statutorily required or customary limits.

At Microsoft’s request, Sponsor will name Microsoft, its subsidiaries, and their respective

directors, officers and employees as additional insured on the Commercial General Liability policy.

(b) Proof of Coverage. Upon request, Sponsor will provide Microsoft with proof of the insurance coverage.


SECTION 10 Compliance with Anti-Corruption Laws

Sponsor will comply with all applicable laws against bribery, corruption, inaccurate books and records, inadequate internal controls and money laundering, including the U.S. Foreign Corrupt Practices Act. Sponsor agrees that, unless specifically authorized in writing by Microsoft, it may not pay expenses for travel, lodging, gifts, hospitality or charitable contributions for government officials.

SECTION 11 Taxes

The parties are not liable for any of the taxes of the other party that the other party is obligated to pay and which arise in connection with this Agreement and all such taxes shall be the responsibility of the party who is obligated by operation of law to pay such tax. Each party shall pay to the other party any sales or value added taxes that are owed as a result of entering into this Agreement and which are required to be collected under applicable law. A party may provide to the other party a valid exemption certificate in which case that other party shall not collect the taxes covered by such certificate.

If any taxes are required to be withheld on the payments, the paying party will deduct such taxes from the amount owed and pay them to the appropriate authority. The paying party will secure and deliver to the other party an official receipt and other documents reasonably requested by the other party in order to claim a foreign tax credit or refund. The parties will use reasonable efforts to minimize any taxes to the extent possible under applicable law.

SECTION 12 Miscellaneous

(a) The laws, applicable jurisdiction and venue of the Microsoft contracting entity listed in the first paragraph of this Agreement will govern this Agreement. Each party will be responsible for its own attorneys’ fees, costs and other expenses. (b) Neither party will be liable for failure to perform any obligation under this Agreement to the extent such failure is caused by an act of God, natural disaster, war, civil disturbance, action by governmental entity, strike or any other causes beyond the party’s reasonable control. (c) Neither party may assign this Agreement without the other’s prior written consent. (d) If any court of competent jurisdiction determines that any provision of this Agreement is illegal, invalid or unenforceable, the remaining provisions will remain in full force and effect. (e) Either party may deliver notices by electronic or physical mail. The person(s) identified on the first page of this Agreement will receive notices. (f) This Agreement (including any exhibits) is the entire Agreement between the parties regarding its subject matter. (g) Both parties must mutually agree upon and approve any press release.

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EXHIBIT A

EVENT DETAILS

Event Information

Event Name:

Microsoft Inspire 2017

Event Date(s): July 9-13, 2017

Set Up Time: July 7-9, 2017

Tear Down Time: July 12

(evening) and July 13, 2017

Event Venue (“Event Venue”):

Walter E. Washington

Convention Center

Washington, D.C., United States

Sponsorship Fee and Payment Instructions

Send Payment to: Please refer to

invoice for full payment details.

Sponsorship Fee: Twenty-four

Thousand, Five Hundred U.S.

Dollars

($24,500 USD)

Payment Due Date: Due upon

receipt of invoice

Other Event Terms and Conditions:

Co-Marketing Activities: In connection with Sponsor’s sponsorship of the Event, Microsoft and Sponsor may opt to work together to define, develop, incorporate and/or execute certain co-marketing activities, content and/or materials, including without limitation case studies (collectively, the “Co-Marketing Activities”), the exact details of which will be mutually agreed by Sponsor and Microsoft and fully described in a Co-Marketing Plan executed by both parties in the format shown in the attached Attachment A. Each Co-Marketing Plan executed by the parties shall be part of and subject to the Agreement. Package benefits include:

$1,000 Marketing and Promotional Opportunities (MPO) Credit

Access to close-proximity hotel rooms near the Walter E. Washington Convention Center for each pass included in your package. Hotel rooms to be paid for by Exhibitor (limited inventory).

Access to registered press list two weeks prior to conference start date (June 22nd) from those press that have opted in.


Presence: Booth location with:

10’ x 20’ Turnkey booth with padded carpeting

Mobile device lead generation badge scanner (1) with on-site and post-event lead reporting.

Booth package includes: One (1) demo counter, one (1) welcome podium, one (1) 42” monitor, one (1) stool, keyboard, mouse, inset storage, one (1) wastebasket, electrical (15 amps), two (2) spotlights, up to 3 competency tiles, wireless connectivity and hardwired Ethernet connections located at 2 locations (welcome podium and back demo counter).

Optional upgrades: 2nd Demo Station (back right), theater upgrade with seating for 6, L-shaped table, demo counters the length of the back panel, 2nd welcome podium (front right), additional stools up to 4 total and other furnishings through Freeman Online.

Access:

Two (2) All Access Passes – provide access to Keynote, Breakout Sessions, Expo Hall, meals and the Partner Celebration

Three (3) Booth Staff Passes – provide access to the Keynote, Expo Hall, meals and the Partner Celebration

Website:

Logo on event Sponsor and Exhibitor Page

Company profile – your company logo, name, published by Sponsor level, hyperlink and 25-word company description

On-site:

Delivery of Exhibitor’s press package to press room

Sponsor and Exhibitor Thank You banner identifying all eligible Exhibitors at a specific level – your logo printed on the banner

Conference map – your company name, booth number and Sponsor or Exhibitor level on conference map distributed on-site

Sponsor Designated Event Contact: _________________________________________________

Microsoft Designated Event Contact: Aaron Bernstein ([email protected]). 425-736-5584

mailto:[email protected]


PAYMENT INSTRUCTIONS AND INFORMATION

Payment Due Date: The Sponsorship Fee is due upon receipt of invoice.

Event Space (“Space”):

Selection: When the booth map and/or floor map for the Event becomes available, and

subject to receipt by Microsoft of the signed Agreement and Sponsor Fee, Sponsor will be eligible

to select, as applicable: (a) a booth on the booth map; and/or (b) time slot(s) and/or location(s)

on the floor map for Sponsor’s execution of the sponsorship benefits. Placement in the booth

selection queue and/or within specific time slot(s) and/or location(s) on the floor map is based on

day and time the signed Agreement and Sponsorship Fee is received.

□ Designation: When the booth map and/or floor map for the Event becomes available, and

subject to receipt by Microsoft of the signed Agreement and Sponsor Fee, Microsoft, in its sole

discretion, will: (i) designate the location of Sponsor’s booth on the booth map; and/or (ii)

designate the specific time slot(s) and location(s) on the floor map for Sponsor’s execution of

the sponsorship benefits. Placement will take into consideration Sponsor’s sponsorship level,

and the overall experience and objectives for the Event.

Cancellation Deadline: [March 1, 2017 – NOTE: After this date, the Sponsor would be required to pay

the “cancellation fees” listed in Section 3(d)].

Sponsor Costs: Sponsor is responsible for any costs that are not included in the Event Sponsorship

package, including equipment, signage, booth properties, furnishings, drayage, material handling, set-

up/tear down labor, shipping, giveaways, and staff time and expenses.


Attachment A

CO-MARKETING PLAN

This Co-Marketing Plan is a part of and subject to the Sponsorship Agreement between Microsoft

Corporation and ____________ .

1. Description of Co-Marketing Activity(ies): N/A

2. Company’s Responsibilities: N/A

3. Microsoft’s Responsibilities: N/A

4. Fees and Expenses. Each party will pay for its own costs and expenses associated with the Co-Marketing Activity(ies) in this Attachment A (Co-Marketing Plan).

5. Content License. If either party provides the other with any artwork, music, sound, pictures, video, or other audio visual displays, text and/or other content to incorporate into the Co-Marketing Activity(ies) in this Attachment A (collectively, “Content”), the licenses contained in or that come with the Content govern the party’s use of the Content. If there are no other license terms for the Content, then the licensing party grants the other a nonexclusive, limited license to use it solely for the purpose of creating and performing Co-Marketing Activities. The licensing party retains all right, title, and interest in and to the Content. All uses of a party’s Content must follow the approval process described in Section 6 below (Approvals).

6. Approvals. Each party will submit all Content for the Co-Marketing Activity(ies) to the other party for approval prior to using them. Approval or rejection will be provided within five (5) days of receipt. The materials will be considered rejected if no approval or rejection is provided within that five (5)-day period.


Microsoft: Microsoft Corporation By: N/A Date: N/A Name: N/A Title: N/A

Sponsor: ____________________________ By: N/A Date: N/A Name: N/A Title: N/A

EXHIBIT B

EVENT RULES AND REGULATIONS

(a) Eligibility Criteria.

(1) Microsoft understands that many Microsoft Partners build or offer products or solutions utilizing a variety of software applications and platforms, including platforms competitive with Microsoft platforms, and offer support and/or services for those products. However, because the audience for the Event is focused on Microsoft platforms, products, technologies, and services, Sponsor shall do the following unless Sponsor obtains Microsoft’s advance written approval:

Only market or demonstrate technologies, products, services or solutions built on the Microsoft platform, with Microsoft products, or that extend or enhance the Microsoft platform or Microsoft products, as determined by Microsoft, in its sole discretion;

Use the most current released version of the Microsoft operating system on all machines;

Run all product demonstrations on the most current Microsoft platform;

Run anti-virus software with the latest virus signature file;

Install all critical updates;

Take any additional steps necessary to protect the Event network and follow security policies, to include without limitation, following the “Protect Your PC” guidelines including utilization of appropriate firewalls, wireless networking assignments and the closing of non-essential ports.

Sponsor may receive additional security requirements and guidelines prior to arriving onsite at the Event, and agrees to comply with any such additional requirements and guidelines.


(b) Sponsor is solely responsible for staffing the Space, and ensuring that Sponsor’s staff conduct themselves in a professional manner at all times.

(c) Sponsor’s Space must be complete and ready to go prior to the Event Venue being open to the public on the date indicated on Exhibit A. Sponsor may not begin dismantling its Space until the Event has officially ended.

(d) Sponsor will respect its neighbors regarding noise levels and intrusion from videos and photos. In addition, any demonstrations, Solicitations or other activities initiated by Sponsor must be performed and take place entirely within Sponsor’s Space and may not interrupt the flow of attendees to the Event or other Event activities; Sponsor may not obstruct aisles, access to, or visibility of neighboring spaces.

(e) Sponsor will not display or offer products, demonstrations, presentations, literature or other materials in connection with the Event that do not follow the Microsoft Event Code of Conduct in Exhibit C or that include:

(1) Nudity or sexually explicit or similarly offensive materials; or

(2) Political, religious or social group information.

This restriction pertains to Sponsor’s activities near the Event Venue, in its Space, and in relation

to the Event and Sponsor’s product content.

(f) Microsoft may prohibit, restrict and require that Sponsor immediately stop using and remove exhibits, signage, personnel, promotions, activities and materials that:

(1) Microsoft deems objectionable, unethical or that otherwise detract from or are out of keeping with the Event character; or

(2) Do not follow these Rules and Regulations; or

(3) Do not follow the Event Code of Conduct in Exhibit C.

Sponsor will promptly comply with Microsoft’s demands for cessation or removal. Microsoft will not be liable for any refund, or for any expenses, claims or damages that Sponsor or its Representatives incur when Microsoft exercises this right.

(g) Sponsor’s Space will comply with the Americans with Disabilities Act.

(h) Sponsor will not offer, use or display any animals at the Event Venue or at its Space.

(i) Sponsor and its personnel, booth staff, and agents will comply with all applicable laws and regulations, including those regarding fire safety, use of electrical equipment, building access, noise limitations, and use of materials. Sponsor may not use or display hazardous materials, explosives, or firearms.

(j) If Sponsor intends to run any contests, sweepstakes or similar promotional activities at its Space or in connection with the Event, Sponsor will comply with all applicable laws and regulations for conducting and fulfilling such activities.

(k) Sponsor and its representatives will not damage, remove or deface any portion of the Event Venue, including walls, floors, ceilings, furnishings, fixtures, and signage.

(l) Sponsor will not make sales that result in the exchange of merchandise, money or other items at the Event without Microsoft’s prior written consent.


(m) Sponsor will not assign, lend, or share Sponsor’s Space or promote any other person or entity, or any products other than Sponsor’s, without Microsoft’s prior written consent.

(n) Sponsor will not conduct any activities that promote Sponsor or Sponsor’s products at the Event Venue without Microsoft’s prior written consent, attempt to falsely create an association with the Event, or otherwise exploit the goodwill associated with the Event, including without limitation, engaging in unauthorized promotional opportunities (MPOs), offering Event tickets as promotional prizes, providing meals to Event attendees on-site at the Event Venue, providing transportation for Event attendees to or from the Event Venue, and/or hosting social activities in or within the vicinity of the host city for the Event Venue for Event attendees without Microsoft’s prior written consent.

(o) Content/Material Submission – Microsoft Approval: Sponsor will submit all Sponsor materials, including but not limited to the following: signage, advertisements, collateral, contests, promotions, giveaways, video presentations, case-studies, product and/or company descriptions (collectively, “Sponsor Materials”) for review and approval prior to the published deadline(s). In the event Microsoft requires Sponsor to make changes to the Sponsor Materials, Sponsor will also re-submit such Sponsor Materials to Microsoft for approval prior to the Event.



EXHIBIT C

MICROSOFT EVENT CODE OF CONDUCT

Microsoft's mission is to empower every person and every business on the planet to achieve more. This includes at the Event where we seek to create a respectful, friendly, and inclusive experience for all participants.

As such, we do not tolerate harassing or disrespectful behavior, messages, images, or interactions by any event participant, in any form, at any aspect of the program including business and social activities, regardless of location.

We do not tolerate any behavior that is degrading to any gender, race, sexual orientation or disability, or

any behavior that would violate Microsoft’s Anti-Harassment and Anti-Discrimination Policy, Equal

Employment Opportunity Policy, or Standards of Business Conduct. In short, the entire experience at the

venue must meet our culture standards.

We encourage everyone to assist in creating a welcoming and safe environment. Please report any concerns, harassing behavior, or suspicious or disruptive activity to venue staff, the event host or owner, or the nearest security guard or event staff.

Microsoft reserves the right to refuse admittance to, or remove any person from the Event at any time in its sole discretion.


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