Sponsorship Packages

Sponsorship

Welcome to the Project Management Institute East Tennessee Chapter

Greetings,

As the President of the Project Management Institute East Tennessee Chapter (ETPMI), I want to personally thank you for considering an investment in the ETPMI Sponsorship program. I hope that you are able to find the level of sponsorship that meets and advances the individual needs of your business.

The ETPMI Board began this New Year by considering the goals we share with our PMI parent organization and how we would define success for ETPMI. We captured this in our Strategic Plan and Vision Statement to serve as the basis for decisions we will make throughout the year, and as the standard against which we will assess our performance throughout the year. Let me share that with you here.

Vision Statement

The vision of ETPMI is to be a premier PMI Chapter in providing value to our membership by offering tools, resources, education and networking opportunities to help members to be successful as project management practitioners within the communities that ETPMI represents.

You will find that the ETPMI Board is comprised 100% by enthusiastic and motivated volunteers who are committed to the project management profession and advancing its skilled application for the benefit of our members and communities.

We are very hopeful that we can include you in the ETPMI family and make you a part of the great things we plan to accomplish!

Thank you again,

Rudolph Escher

President

PMI East Tennessee Chapter

Dear Prospective PMI East Tennessee Chapter Sponsor,

On behalf of the PMI East Tennessee Chapter (ETPMI), you are invited to participate as one of our esteemed sponsors.

As you may know, the Project Management Institute^® (PMI^®) is the world’s largest association for project managers, with over 600,000 credential holders and 400,000 members in over 190 countries. The East Tennessee Chapter of PMI (ETPMI) invites you to partner with us to promote and enhance project management knowledge, skills and leadership in East Tennessee. ETPMI has a history of over 30 years of service to our members and the local community.

ETPMI Sponsorship offers an excellent opportunity for your organization to highlight your products and services to a broad and diverse audience comprised of influential leaders who represent the greater Knoxville area business community spanning government, the private sector and academia. Additionally, our more than 650 ETPMI members are active participants in the world’s leading not-for-profit professional membership association for the project, program and portfolio management profession. Participation as an ETPMI sponsor not only engages your organization with the local business community, but it also provides visibility at the PMI regional, national and global level.

ETPMI offers several levels of both sustained and event-specific sponsorship opportunities for organizations to create a presence within the project management community that include advertising opportunities in the ETPMI newsletter, recognition on the ETPMI website, and participation in monthly chapter meetings and special events. The Sponsor information packet provides the guidance you need to make an informed decision on the option that is best for your organization.

We encourage you to take this opportunity to enhance your participation and visibility in the East Tennessee project management community. Please sign up as a sponsor online by completing the ETPMI Sponsorship Application Form at www.etpmi.org.

Attached is a copy of our sponsorship prospectus, which contains more information on the different categories of sponsorship for your consideration. Our sponsorship agreement is also provided.

Feel free to contact our Vice President of Marketing (marketing@etpmi.org) with any questions you may have, or to discuss our sponsorship opportunities. Get your message to influencers, decision makers, future employees and the project management professional community; build your brand and your reputation; and increase visibility and promote awareness of your enterprise by becoming an ETPMI sponsor today.

Thank you very much for your time and I look forward to hearing from you.

Yours sincerely,

Allen Bradley

VP Marketing

PMI East Tennessee Chapter

Benefits	Annual Platinum Sponsor	Annual Gold Sponsor	Annual Silver Sponsor	Annual Bronze Sponsor	Single Event Sponsor/ Exhibitor Premium	Single Event Sponsor/ Exhibitor	Single Event Sponsor	Single Networking Event	Single Chapter Meeting
	$ 2500	$ 1500	$ 1000	$ 500	$ 1200	$ 750	$500	$ 750	$ 500
Access for 2 people to attend 4 chapter meetings over a 12-month period. Includes display table and 5 minute presentation time	x
Access for 2 people to attend 2 chapter meetings over a 12-month period. Includes display table and 5 minute presentation time		x	x
Company logo on Sponsor Banner displayed at all ETPMI events	x	x	x	x
Company logo on ETPMI website [www.etpmi.org] homepage and Sponsor Page	x	x	x	x
Company logo placed on bi-monthly newsletter, along with company description and website link	x	x		x
Includes a sponsor table for two at meeting									x
Includes a sponsor table and meals for two at our annual PDD	x				x	x
Includes listing on our website	x				x	x	x
Up to a 5 Minute presentation to discuss your company and your services at the event.	x				x			x	x
Your company name and logo listed with all promotions related to that event including email invitations to all members and previous guests.	x				x	x	x	x	x
Prominent placement on our events page for the month prior to the event.	x				x	x	x	x	x
Free admission for one person to sponsored event							x

In-Kind Contribution Opportunities

(Must be approved by ETPMI prior to being applied to sponsorship):

Some sponsors may elect to make “in-kind” donations for their sponsorship contribution. All sponsors wishing to make in-kind donations must submit an In-Kind Donation Proposal Form to marketing@etpmi.org. All in-kind donation proposals are submitted to the ETPMI board for review and approval. In-kind donations that will be considered include, but are not limited to, the following:

Travel expenses for speakers
Expenses associated with securing a meeting venue (rental of a hotel conference room, etc.)
Printing, advertising, and other promotional expenses associated with publicizing the chapter and its meetings.
Conference call expenses for chapter board and/or strategy meetings
Costs associated with maintaining the chapter website (hosting, domain licensing, etc.).

Benefits for in-kind sponsorship will be determined based on the event and the value of the in-kind donation.

Networking Event

A great way to promote your company’s products or services is to host and sponsor an ETPMI Networking Event. These are social networking events that allow members to network with other chapter members and with representatives of the sponsor.

Professional Development Day

Professional Development Day (PDD) is a Fall-Season (typically September) event with a variety of regional and national speakers invited to make presentations and hold sessions on topics that are directly related to the practice of project management, or supporting specialties. As a Sponsor of our PDD, you will be putting your company name, products, and services in front of the area’s premier current and future business leaders. Our membership consists of a wide array of ETPMI project management professionals and executives that represent a broad base of industries. Please sign up on our website as a Single Event Sponsor/Exhibitor Premium or a Single Event Sponsor/Exhibitor to reserve your space at PDD. Participation in PDD is included in the Annual Platinum sponsorship package.

How to Register for a Sponsorship Opportunity

Complete the ETPMI Sponsorship Application Form available on the ETPMI website (www.etpmi.org).
Pay online using PayPal or a credit card, or send a check made payable to ETPMI to the following address:

ETPMI

PO Box 6492

Oak Ridge, TN 37831

Upon receiving approval of your application, submit your information required for marketing and publicity campaigns to marketing@etpmi.org. A receipt can be provided for the Sponsorship package upon request.

Upon receipt of your completed application, an ETPMI Sponsor team member will contact you and confirm your registration.

Payment Terms

Payment is due at the time of registration unless other arrangements have been agreed to with ETPMI.

The ETPMI Board of Directors will review sponsorship applications in a timely manner. Applicants will be notified by email or telephone of approval and can then submit sponsorship materials electronically for marketing and publicity campaigns to marketing@etpmi.org. Materials should include a logo and a brief description of the applicant’s organization.

SPONSORSHIP AGREEMENT

This Sponsorship Agreement (hereinafter the “Agreement”) is made by and between Project Management Institute East Tennessee Chapter (ETPMI) (“the Chapter”), a professional association for project managers, with its principal place of business at PO Box 6492, Oak Ridge, Tennessee, 37831, and [Name of Sponsoring Organization] (“the Sponsor”), a [Type of Organization] with its principal place of business at [Organization Address].

whereas, in furtherance of its tax-exempt purposes, the Chapter conducts an event
whereby [insert description of event or event here]
whereas, the Sponsor desires to sponsor the Event; and whereas, the Chapter desires to permit the Sponsor to sponsor the Event on an exclusive/non-exclusive [delete where inapplicable] basis in exchange for certain compensation.

Now therefore, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

Recitals.

The foregoing recitals are made a part of this Agreement.

Term.

The Term of this Agreement will commence on the date and year first set forth above and will continue [for a period of one (1) year/for the duration of the event]. Thereafter, the Agreement shall automatically renew for additional [one (1) year terms/events] unless and until terminated by either party as set forth in Section X below.

III. Sponsorship. [Edit this section according to what the chapter is receiving or providing]

During the Term of this Agreement, the Chapter hereby agrees to identify and acknowledge the Sponsor as a sponsor of the Event, as permitted in connection with qualified sponsorship payments under Section [state local law here] regulations thereunder. Such identification and acknowledgment shall include displaying the Sponsor’s corporate logo and certain other identifying information (as permitted in connection with qualified sponsorship payments under Section [state local law here] regulations thereunder) on [state where the logo will be included here] and the Chapter’s Web site on the Internet (pursuant to Section V below) in connection with the Event, as well as on marketing, advertising, and other appropriate promotional media and materials in connection with the Event. The placement, form, content, appearance, and all other aspects of such identification and acknowledgment shall be determined by the Chapter in its sole discretion, such determination which shall not be unreasonable.
During the Term of this Agreement, the Sponsor shall be permitted to maintain an Internet hyperlink on the [Page Title] page of the Chapter’s Web site on the Internet ([URL]) to the home page of the Sponsor’s Web site on the Internet ([URL]), pursuant to the terms and conditions of Section V below.
The Chapter shall not provide to the Sponsor any information pertaining to membership or conference attendee lists, including but not limited to databases, lists, mailing labels and reports. Such information is considered confidential and shall not be shared with individuals or business entities outside of PMI or the Chapter.
The Sponsor shall provide to the Chapter all necessary logos and other information, content and materials (in printed, electronic and/or other form) for use in connection with its sponsorship of the Event; provided, however, that all uses of such logos and other information, content and materials shall be determined by the Chapter in its sole discretion, such determination which shall not be unreasonable.

Optional: E. During the Term of this Agreement, the Sponsor shall be permitted to utilize the Chapter’s name, acronym and logo for the sole purpose of promoting the Sponsor’s sponsorship of the Event, pursuant to the terms of Section IV below. All uses by Sponsor of the Chapter’s name, acronym and logo shall be subject to the prior approval of the Chapter.

Mutual Intellectual Property License.
Limited License to the Chapter. In connection with the Chapter’s grant to the Sponsor to sponsor the Event, the Chapter is hereby granted a limited, revocable, non-exclusive license to use the name “[insert Sponsor name],” the acronym “[insert Sponsor acronym, if applicable] ,” and the logo of the Sponsor (hereinafter collectively referred to as the “Sponsor Marks”) solely to identify the Sponsor as a sponsor of the Event, with the limited authority to use the Sponsor Marks solely in connection with the activities authorized under this Agreement, subject to the terms and conditions of this Agreement. The Sponsor represents and warrants that it has the full right and authority to enter into this Agreement and to grant the license provided herein; that it has not previously in any manner disposed of any of the rights herein granted to the Chapter nor previously granted any rights adverse thereto or inconsistent therewith; that there are no rights outstanding which would diminish, encumber or impair the full enjoyment or exercise of the rights herein granted to the Chapter; and that the Sponsor Marks do not and will not violate or infringe upon any patent, copyright, literary, privacy, publicity, trademark, service mark, or any other personal or property right of any third party, nor will same constitute a libel or defamation of any third party.
Limited License to Sponsor. In connection with the Chapter’s grant to the Sponsor to sponsor the Event, the Sponsor is hereby granted a limited, revocable, non-exclusive license to use the name “[Chapter Name],” the acronym “[insert acronym here, if applicable],” and the logo of the Chapter (hereinafter collectively referred to as the “the Chapter Marks”) solely with the term “Sponsor” prominently displayed directly adjacent thereto (to ensure the absence of any implication that the Sponsor is endorsed by the Chapter), with the limited authority to use the Chapter Marks solely in connection with the activities authorized under this Agreement, subject to the terms and conditions of this Agreement.

In no event shall the Sponsor use the Chapter Marks in a manner that states or implies an endorsement of the Sponsor (or Sponsor’s products or services) by the Chapter. Any material failure by the Sponsor to comply with the terms and conditions of this limited license, whether wilful or negligent, may result in the immediate suspension or revocation of this license, in whole or in part, by the Chapter. The interpretation and enforcement (or lack thereof) of such terms and conditions, and compliance therewith, shall be made by the Chapter in its sole discretion.

General Provisions.
The Sponsor Marks and the Chapter Marks are hereinafter collectively referred to as the “Marks.”
The Marks are and shall remain at all times the sole and exclusive property of their respective owners (i.e., the Chapter shall be considered the “owner party” and the Sponsor shall be considered the “non-owner party” with respect to the Chapter Marks; Sponsor shall be considered the “owner party” and the Chapter shall be considered the “non-owner party” with respect to the Sponsor Marks). The respective Marks may be used by the non-owner parties if and only if such use is made pursuant to the terms and conditions of this limited license.
The owner parties’ respective logos may not be revised or altered by the non-owner parties in any way, and must be displayed in the same form (and colors, if applicable) as provided by the owner parties.
The respective Marks must be used by the non-owner parties in a professional manner and solely in connection with the activities authorized under this Agreement. The respective non-owner parties shall not permit any third party or parties to use the Marks of the owner parties without the express prior written approval of the owner parties. The respective non-owner parties shall not use the Marks of the owner parties in conjunction with any third party trademark, service mark, or other mark without the express prior written approval of the owner parties. The respective non-owner parties shall not sell or trade the Marks of the owner parties without the express prior written approval of the owner parties. Notwithstanding the foregoing, the respective Marks may not be used by the non-owner parties for individual personal or professional gain or other private benefit, and the respective Marks may not be used by the non-owner parties in any manner that: diminishes their value or otherwise dilutes the Marks; discredits the owner parties or tarnishes their respective reputations and goodwill; is false, misleading or likely to cause confusion, mistake or deception; violates the rights of others; violates any federal, state or local law, regulation or other public policy; or mischaracterizes the relationship between the parties, including but not limited to the fact that the Sponsor is a separate and distinct legal entity from, and is not an agent of, the Chapter.
The respective owner parties shall have the right, from time to time, to request complete samples of use of their Marks by the non-owner parties from which they can determine compliance with these terms and conditions.
Use of the respective owner parties’ Marks by the non-owner parties shall create no rights for the non-owner parties in or to such Marks or their use beyond the terms and conditions of this limited license. All rights of usage of the respective owner parties’ Marks by the non-owner parties shall terminate immediately upon the termination or expiration of this Agreement. Upon the termination or expiration of this Agreement, the respective non-owner parties shall:
1. immediately cease utilization of the owner parties’ Marks for any purpose;
2. return forthwith all originals and copies of the owner parties’ Marks to the respective owner parties (whether in printed, electronic, recorded, and/or other tangible form); and

iii. discard or destroy all copies thereof. The respective non-owner parties’ obligations to protect the owner parties’ Marks shall survive the termination or expiration of this Agreement.

Mutual Linking Agreement.
During the Term of this Agreement, the Sponsor shall be permitted to maintain an Internet hyperlink on the [Page Title] page of the Chapter’s Web site on the Internet ([URL]) to the home page of the Sponsor’s Web site on the Internet ([URL]), pursuant to the terms and conditions of this Section V. The Chapter agrees to incorporate the exact, unaltered, graphical file image to be electronically provided by the Sponsor (“Sponsor’s Link Logo”) into the HTML files located on the [Page Title] page of the Chapter’s Web site. The specific placement (on the [Page Title] page of the Chapter’s Web site), appearance and operation of the link shall be consistent with the terms and conditions of this Agreement and shall be mutually agreed upon by the Chapter and Sponsor; provided, however, that:

(Customize the points below accordingly)

the appearance of the Sponsor’s Link Logo may not be altered in any manner from what is electronically provided by the Sponsor,
the Sponsor’s Link Logo may not be reduced in size beyond what is electronically provided by the Sponsor,

iii. the Sponsor’s Link Logo shall not be displayed on the Chapter’s Web site more prominently than the Chapter’s name or logo, or than the Chapter’s Web site name or logo,

the Sponsor’s Link Logo must stand by itself and must include a minimum amount of 30 pixels of empty space around it so as to avoid unintended associations with any other objects, including but not limited to type, photography, borders, and edges,
users of the Chapter’s Web site must be able to view the Sponsor’s Link Logo in its entirety without scrolling, and
the Sponsor reserves the right to alter or modify the Sponsor’s Link Logo in any manner at any time, provided such alteration or modification is otherwise consistent with the terms and conditions of this Section V.

No pages from the Sponsor’s Web site may be placed in a frame on any page of the Chapter’s Web site. The Chapter does not endorse, approve, certify, or control the Sponsor’s Web site and does not warrant, guarantee or make any representations regarding the accuracy, completeness, efficacy, timeliness, merchantability, or fitness for a particular purpose of the content or data located on such site. Reference therein to any specific product, process or service does not constitute or imply endorsement, recommendation or favoring by the Chapter. The Chapter is not responsible for, and expressly disclaims all liability for, damages of any kind arising out of use, reference to, reliance on, or performance of such content or data. The Sponsor reserves the right to review the Chapter’s use of the Sponsor’s Link Logo, and the Chapter agrees to provide the Sponsor with unrestricted access to the Chapter’s Web site to review such use. This link shall terminate and be removed immediately from the Chapter’s Web site on the Internet upon the termination or expiration of this Agreement. This link, and all aspects thereof, shall be subject to the terms and conditions of Section IV above.

During the Term of this Agreement, the Chapter shall be permitted to maintain an Internet hyperlink on the [Page Title] page of Sponsor’s Web site on the Internet ([URL]) to the home page of the Chapter’s Web site on the Internet (http://www.the Chapter.org), pursuant to the terms and conditions of this Section V. Sponsor agrees to incorporate the exact, unaltered, graphical file image to be electronically provided by the Chapter (“the Chapter’s Link Logo”) into the HTML files located on the [Page Title] page of Sponsor’s Web site. The specific placement (on the [Page Title] page of Sponsor’s Web site), appearance and operation of the link shall be consistent with the terms and conditions of this Agreement and shall be mutually agreed upon by Sponsor and the Chapter; provided, however, that

(Customize the points below accordingly)

the appearance of the Chapter’s Link Logo may not be altered in any manner from what is electronically provided by the Chapter,
the Chapter’s Link Logo may not be reduced in size beyond what is electronically provided by the Chapter,

iii. the Chapter’s Link Logo shall not be displayed on Sponsor’s Web site more prominently than Sponsor’s name or logo, or than Sponsor’s Web site name or logo,

the Chapter’s Link Logo must stand by itself and must include a minimum amount of 30 pixels of empty space around it so as to avoid unintended associations with any other objects, including but not limited to type, photography, borders, and edges,
users of Sponsor’s Web site must be able to view the Chapter’s Link Logo in its entirety without scrolling, and
the Chapter reserves the right to alter or modify the Chapter’s Link Logo in any manner at any time, provided such alteration or modification is otherwise consistent with the terms and conditions of this Section V. No pages from the Chapter’s Web site may be placed in a frame on any page of Sponsor’s Web site. The Sponsor does not endorse, approve, certify, or control the Chapter’s Web site and does not warrant, guarantee or make any representations regarding the accuracy, completeness, efficacy, timeliness, merchantability, or fitness for a particular purpose of the content or data located on such site.

Reference therein to any specific product, process or service does not constitute or imply endorsement, recommendation or favoring by the Sponsor. The Sponsor is not responsible for, and expressly disclaims all liability for, damages of any kind arising out of use, reference to, reliance on, or performance of such content or data. The Chapter reserves the right to review the Sponsor’s use of the Chapter’s Link Logo, and the Sponsor agrees to provide the Chapter with unrestricted access to the Sponsor’s Web site to review such use. This link shall terminate and be removed immediately from the Sponsor’s Web site on the Internet upon the termination or expiration of this Agreement. This link, and all aspects thereof, shall be subject to the terms and conditions of Section IV above.

Contribution Schedule.
(Customize this according to the type of sponsorship provided) In consideration for the right to sponsor the Event and to be acknowledged by the Chapter as a sponsor of the Event during the Term of this Agreement, the Sponsor agrees to make a cash contribution to the Chapter in the amount of [Amount in Words] dollars ($[Amount in Numerals]) [per year/per event], to be paid in a single lump-sum within thirty (30) days of the commencement of each Term of the Agreement [or alternative payment arrangements].
Additionally, the Sponsor will work with the Chapter to identify and provide in-kind to the Chapter certain of its products, services and/or facilities, as the Sponsor deems appropriate, to the Chapter, the Chapter’s members, and/or in connection with the Chapter events, activities or events; provided, however, that this Agreement shall not constitute nor be construed as any limitation on the sale, distribution, availability, or use of competing products, services or facilities in connection with the Chapter events, activities or events.
The contributions described in this Section VI shall constitute payment by the Sponsor solely for the Sponsor’s right to sponsor the Event and to be acknowledged by the Chapter as a sponsor of the Event. Such contributions shall in no manner be considered compensation or reimbursement for services rendered, activities undertaken by the Chapter on behalf of the Sponsor, or income from a partnership or joint venture.
To the extent that any portion of a payment under this Section VI would not (if made as a separate payment) be deemed a qualified sponsorship payment under Section [state legal reference here], such portion of such payment and the other portion of such payment shall be deemed and treated as separate payments.

VII. Relationship of Parties.

The relationship of the parties to each other is that of independent contractors. Nothing herein shall create any association, joint venture, partnership, or agency relationship of any kind between the parties. Neither party is authorized to incur any liability, obligation or expense on behalf of the other, to use the other's monetary credit in conducting any activities under this Agreement, or to represent that the Chapter is in the business of providing the products and/or services provided by the Sponsor.

VIII. Indemnification.

The Sponsor hereby agrees to indemnify, save and hold harmless the Chapter and its subsidiaries, affiliates, related entities, partners, agents, officers, directors, employees, attorneys, heirs, successors, and assigns, and each of them, from and against any and all claims, actions, demands, losses, damages, judgments, settlements, costs and expenses (including reasonable attorneys' fees and expenses), and liabilities of every kind and character whatsoever, which may arise by reason of:

any act or omission by the Sponsor or any of its officers, directors, employees, or agents;
any use of the Sponsor’s name, logo, Web site, or other information, materials, products, or services provided by Sponsor; and/or
the inaccuracy or breach of any of the covenants, representations and warranties made by the Sponsor in this Agreement. This indemnity shall require the payment of costs and expenses by the Sponsor as they occur. The Chapter shall promptly notify the Sponsor upon receipt of any claim or legal action referenced in this Section VIII.

The provisions of this Section VIII shall survive any termination or expiration of this Agreement.

Confidentiality.

During the Term of this Agreement and thereafter, each party shall use and reproduce the other party’s Confidential Information (as defined below) only for purposes of this Agreement and only to the extent necessary for such purposes. Each party shall restrict disclosure of the other party’s Confidential Information to its officers, directors, employees, contractors, and other agents with a reasonable need to know such Confidential Information, and shall not disclose the other party’s Confidential Information to any third party without the prior written consent of the other party.

Notwithstanding the foregoing, it shall not constitute a breach of this Agreement for either party to disclose the other party’s Confidential Information if required to do so under law or in judicial or other governmental investigations or proceedings, provided the other party has been given prior written notice and provided the disclosing party has sought all available safeguards against widespread dissemination prior to such disclosure.

As used in this Agreement, the term “Confidential Information” refers to: (i) the terms and conditions of this Agreement; (ii) each party’s trade secrets, organizational and/or operational plans, strategies, methods, and/or practices; and (iii) any other information relating to either party or its business or organization that is not generally known to the public, including but not limited to information about either party’s employees, contractors, agents, products, services, members, customers, marketing strategies, or future plans.

Notwithstanding the foregoing, Confidential Information does not include: (i) information that is in the public domain as of the effective date of this Agreement or that subsequently enters the public domain by publication or otherwise through no action or fault of the other party; (ii) information that is known to either party without restriction, prior to receipt from the other party, from its own independent sources as evidenced by such party’s written records, and which was not acquired, directly or indirectly, from the other party; (iii) information that either party receives from any third party that is reasonably known by the receiving party to have a legal right to transmit such information and to not keep such information confidential; and (iv) information independently developed by either party’s employees or agents, provided that such party can demonstrate that such employees or agents had no access to the Confidential Information received hereunder.

Termination.

This Agreement shall terminate: (i) upon the occurrence of a material breach of a material provision by one (1) of the parties hereto if such breach is not cured within thirty (30) days after written notice of such breach is received by the breaching party from the non-breaching party identifying the matter constituting the material breach; (ii) upon written notice provided by one (1) party to the other party no less than sixty (60) days prior to the end of any initial or renewal Term; or (iii) at any time upon the mutual written consent of both parties.

General Provisions.
Warranties. Each party covenants, warrants and represents that it shall comply with all laws and regulations applicable to this Agreement and the performance of the parties’ obligations hereunder, and that it shall exercise due care and act in good faith at all times in the performance of its obligations hereunder. The provisions of this Section shall survive any termination or expiration of this Agreement.
Waiver. Either party's waiver of, or failure to exercise, any right provided for in this Agreement shall not be deemed a waiver of any further or future right under this Agreement.
Governing Law. All questions with respect to the construction of this Agreement or the rights and liabilities of the parties hereunder shall be determined in accordance with the laws of [Area of Operations]. Any legal action taken or to be taken by either party regarding this Agreement or the rights and liabilities of parties hereunder shall be brought only before a federal, state or local court of competent jurisdiction located within the State of [Area of Operations]. Each party hereby consents to the jurisdiction of the federal, state and local courts located within the State of [Area of Operations].
Headings. The headings of the various paragraphs hereof are intended solely for the convenience of reference and are not intended for any purpose whatsoever to explain, modify or place any construction upon any of the provisions of this Agreement.
Assignment. This Agreement may not be assigned, or the rights granted hereunder transferred or sublicensed, by either party without the express prior written consent of the other party.
Heirs, Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of each party, its subsidiaries, affiliates, related entities, partners, shareholders, agents, officers, directors, employees, heirs, successors, and assigns, without regard to whether it is expressly acknowledged in any instrument of succession or assignment.
Counterparts. This Agreement may be executed in one (1) or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one (1) and the same instrument.
Entire Agreement. This Agreement: (i) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof; (ii) supersedes and replaces all prior agreements, oral and written, between the parties relating to the subject matter hereof; and (iii) may be amended only by a written instrument clearly setting forth the amendment(s) and executed by both parties.
Independent Agreement. This Agreement is an independent agreement which is not in any way contingent upon or related to any other contractual obligations of the parties.
Severability. All provisions of this Agreement are severable. If any provision or portion hereof is determined to be unenforceable in arbitration or by a court of competent jurisdiction, then the remaining portion of the Agreement shall remain in full effect.
Force Majeure. Neither party shall be liable for failure to perform its obligations under this Agreement due to events beyond its reasonable control, including, but not limited to, strikes, riots, wars, fire, acts of God, and acts in compliance with any applicable law, regulation or order (whether valid or invalid) of any governmental body.
Notice. All notices and demands of any kind or nature that either party to this Agreement may be required or may desire to serve upon the other in connection with this Agreement shall be in writing and may be served personally, by certified mail, or by commercial overnight courier (e.g., Federal Express), with constructive receipt deemed to have occurred [# of days] calendar days after the mailing or sending of such notice, to the following addresses:

If to the Chapter: [insert Chapter address here]; Attn.: [insert recipient’s name here]
If to Company: [insert Sponsor address here]; Attn.: [insert recipient’s name here]

IN WITNESS WHEREOF, the parties hereto have caused duplicate originals of this Agreement to be executed by their respective duly authorized representatives as of the date and year first above written.

THE CHAPTER THE SPONSOR

___________________________________[Signature] ________________________________ [Signature]

____________________ [Name] ________________________________ [Name]

____________________ [Title] ________________________________ [Title]