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SPONSORSHIP AGREEMENT

THIS SPONSORSHIP AGREEMENT (the “Sponsorship Agreement”) is made and

entered into by and between Chambersburg Area School District (the “School District”), a school

district with administrative offices at 435 Stanley Avenue, Chambersburg, PA, 17201, and

__________________________, (“Sponsor”) with an address of ________________________.

Background

WHEREAS, the School District has adopted policy 702.1, whereby commercial groups,

advertising or provide an open public forum for purposes of communication. Rather, the intent is

to make use of a limited portion of the School District’s property in order to generate financial

support from commercial sponsors for School District programs and activities.

WHEREAS, noncommercial advertising is not permitted under this policy in order to

ensure a professional advertising atmosphere that is conducive to maximizing revenues from the

School District’s sponsorship program, and to maintain the School District’s position of

neutrality on political, religious, and other public issues.

NOW THEREFORE, intending to be legally bound, the foregoing parties hereby agree as

follows:

1. Promotional Rights, Sponsorship Fees and Time Frame. Subject to the terms

2. Responsibility for Advertising. The parties have the following responsibilities

regarding advertising materials under this Sponsorship Agreement:

a. Sponsor. Sponsor is responsible for the design on all advertising materials

contemplated by this Sponsorship Agreement.

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b. School District. The School District is responsible for approving

advertising designs in a timely manner, as outlined in section 8 of this

Sponsorship Agreement. The School District is responsible to produce,

Sponsorship Agreement or if this Sponsorship Agreement is otherwise

terminated for cause in accordance with section 12 below.

3. Sponsorship Fees. Exhibit A to this Sponsorship Agreement shall identify the

following with respect to sponsorship fees paid by Sponsor: (i) the total amount of

the sponsorship fees to be paid by the Sponsor; (ii) the amount and timing of

payments to be made by Sponsor; and (iii) a description of any in-kind

contributions to be made by the Sponsor, if applicable.

4. Payments Made by Sponsor to the School District. All payments of

payable from Sponsor in a sum equal to the greater of: (a) $1,500.00; or (b) 15%

of the sponsorship fees owed for the initial year of this Sponsorship Agreement.

The remaining balance of the sponsorship fees shall be due and payable in

accordance with the payment schedule identified in Exhibit A.

6. Mandatory Conditions Applicable to Advertising. All advertising associated

with this Sponsorship Agreement shall comply with the following conditions:

a. Advertising will not be displayed inside classrooms, in areas where

students in class may view the advertisement, or in any other area that may

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b. Students will not be required to listen to, read, or be subjected to

commercial advertising in the classroom, except when the classroom

instruction by the teacher is related to advertising.

agency rules of the federal, state and local governments, including those

applicable to intellectual property rights (such as copyrights, trademarks,

trade names and patents) and zoning. Unless otherwise provided in Exhibit

A, Sponsor shall be responsible for compliance with all laws, regulations,

and administrative agency rules concerning the protection of intellectual

property rights, and the School District shall be responsible to identify and

arrange for any necessary approvals, waivers, variances, or permits

required under local zoning and land use ordinances for the installation of

advertising materials.

f. No Sponsor shall be permitted to use the School District’s intellectual

discrimination, and Sponsor agrees it has reviewed such policies,

procedures, rules, and guidelines. Sponsor agrees that it has reviewed the

School District’s Wellness Policy, Policy 246, specifically relating to the

quality standards of food products that may be utilized in connection with

any advertising.

a. Preparation. Unless otherwise provided in Exhibit A, Sponsor shall be

responsible, at its sole cost and expense, for the design of all advertising

advertising copy for signage. Sponsor shall provide the School District

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with samples of the anticipated design and copy of its advertising copy in

accordance with deadlines established for the School District’s review and

approval as described in Section 8 below.

d. Display. All advertising signage provided for in this Sponsorship

Agreement shall be displayed during all events open to the general public

held at the locations specified in Exhibit A during the term of this

Sponsorship Agreement, unless such advertising is prohibited for a

specific event by federal, state, or local laws or regulations. Except as

otherwise provided in the immediately preceding sentence, no advertising

signage shall be removed, covered, or intentionally obstructed for any

purpose during any event (other than an obstruction caused solely by the

erection of facilities or equipment necessary for the conduct or

performance of an event) without the prior written consent of Sponsor.

School District so that it does not interfere with School District operations.

8. Approval of Advertising Copy. The design, layout, elevation, configuration, and

content of all advertising copy displayed pursuant to this Sponsorship Agreement

must be approved in advance and specifically indicated on Exhibit A to this

Agreement (which becomes part of this Agreement). After execution of this

Agreement, any purported change, alteration, or modification to the advertising

copy, as may be requested by the Sponsor from time to time, shall be subject to

the following process: Sponsor shall deliver submittals of advertising copy to the

School District. The School District shall notify Sponsor within ten (10) business

is acceptable to the School District based on the foregoing process. If Sponsor

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fails to submit acceptable advertising copy within the foregoing time limitation,

the School District shall not be liable for the refusal or failure to display the

proposed advertising copy on signage. Notwithstanding any other provision of

promote, encourage or engage in any of the following:

a. support any non-commercial message or position;

b. make false, misleading, deceptive or unwarranted statements or claims;

c. infringe upon another person’s rights through plagiarism, unfair imitation

of another person’s program idea or copy, or any other unfair competition;

d. disparage a competitor or a competitor’s products or services;

e. advertise lotteries or other games of chance;

f. contain slanderous, obscene, sexual, profane, vulgar, repulsive, or

k. promote unlawful or illegal goods, services, or activities.

9. Retained Rights to Intellectual Property. Sponsor’s intellectual property

displayed on its advertising copy, and all trademark rights or copyrights in such

advertising copy, shall be and remain the sole and exclusive property of Sponsor.

Throughout the term of this Sponsorship Agreement, Sponsor grants the School

District a non-exclusive limited license to publish, distribute and display

Sponsor’s intellectual property on advertising copy or on any other items or

materials consistent with the terms and purposes of this Sponsorship Agreement.

Any and all advertising or promotional materials displayed or distributed by

Sponsor pursuant to this Sponsorship Agreement in conjunction with the School

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Sponsor’s advertising copy with the permission of the School District) shall be

and remain the sole and exclusive property of the School District.

No party shall have the 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 another party to this Sponsorship Agreement without that party’s prior

written consent.

10. School District Approval Required for any On-Site Promotional Activity.

Any promotional activity (including presentations or programs) on School District

property requested by Sponsor should be identified in Exhibit A, so that it may be

approved as part of this Sponsorship Agreement. Sponsor shall not engage in

promotional activity on School District property that is not expressly identified in

Exhibit A without written consent by the School District, which shall have sole

discretion on whether to approve such activity.

12. Term & Termination. The Term of this Sponsorship Agreement shall be set

forth in the Attached Exhibit A. Unless specifically agreed to by the Parties, this

Sponsorship Agreement shall not automatically renew for successive terms upon

its natural expiration. If any party breaches its obligations hereunder for reasons

other than a “Force Majeure” as defined below, any non-breaching party shall

have the option to immediately cease all performance under this Sponsorship

Agreement and (without prejudice to any other legal rights) may terminate this

Sponsorship Agreement if such breach is not cured within fourteen (14) days

receipt of notice by the breaching party. A Force Majeure shall mean and include

to fulfill its obligations pursuant to this Sponsorship Agreement.

Further, the School District reserves the right to terminate this Sponsorship

Agreement without cause if its Board of School Directors determines, in its sole

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discretion, that terminating the contract is in the best interest of the School

District. Should the School District terminate the contract without cause, the

School District shall return to Sponsor a prorated amount of sponsorship fees paid

13. Release, Indemnification, No Representations

a. By Sponsor. Sponsor hereby assumes full and complete responsibility and

liability for the content of all its advertising copy, and for all other work

performed or required to be performed by Sponsor under this Sponsorship

Agreement, and agrees that all of the foregoing shall be at Sponsor’s sole

risk. Sponsor agrees to defend, indemnify, and hold harmless the School

District (including their present and future board members, officers,

administrators, employees, stakeholders, other representatives, successors

and assigns and their respective subsidiaries, affiliates, partners, officers,

Sponsor; (ii) the character, content, and subject matter of any advertising

copy displayed by Sponsor; (iii) the design of Sponsor’s advertising or

signage; and (iv) any breach of this Sponsorship Agreement by Sponsor.

Sponsor fully and forever waives, discharges, and releases the School

District from any and all losses, liabilities, damages, claims, demands,

suits, and judgments (including, without limitation, attorneys’ fees and the

costs of any legal action) arising out of or related to any matter described

in clauses (i) through (iv) above.

shall either Party be liable to the other Party for consequential, indirect or

punitive damages or specific performance arising from a breach of this

Sponsorship Agreement. In the event of a Breach of this Sponsorship

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Agreement by the School District, the School District shall not, under any

circumstances, be liable to Sponsor beyond the amount of Sponsorship

Fees paid to the School District by Sponsor during the Term of this

c. No Oral or Implied Representations. Sponsor acknowledges that all

terms and conditions of this Sponsorship Agreement are in writing as fully

set forth in this document and Exhibit A attached hereto. The School

District shall not be bound by any oral or implied agreements, warranties

or representations purportedly made to Sponsor by the School District or

their employees.

14. Assignment. Sponsor shall not have the right or power to assign any of their

rights or obligations under this Sponsorship Agreement to any other party without

15. Governing Law. The validity, interpretation and performance of this Sponsorship

Agreement shall be governed by and construed in accordance with the laws of the

Commonwealth of Pennsylvania, without regard to conflict-of-law principles. The

parties agree the exclusive venue for any legal proceedings that may be instituted

by the parties in connection with this Sponsorship Agreement shall be in the

Franklin County Court of Common Pleas or the United States District Court for

the Middle District of Pennsylvania.

16. Notices. All notices or other communications that are required or contemplated by

this Sponsorship Agreement shall be in writing and delivered at the addresses

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17. Merger Clause. This Sponsorship Agreement (including any attached exhibits) is

the final, complete, and exclusive statement and expression of the agreement

among the parties hereto with relation to the subject matter hereof, it being

18. Representations and Warranties of Sponsor. Sponsor does hereby represent

and warrant that it owns or has the right to use all trademarks, brand logos, label

designs, product identification, decals, and artwork displayed in its advertising

copy and on signage to be displayed pursuant to this Sponsorship Agreement.

19. No Waiver. No delay of or omission in the exercise of any right, power, or

remedy accruing to any party under this Sponsorship Agreement shall impair any

such right, power, or remedy, nor shall it be construed as a waiver of any future

exercise of any right, power, or remedy.

21. Counterparts. This Agreement may be executed in any number of counterparts,

each of which shall be an original, and all of which shall be deemed to be one and

the same instrument.

IN WITNESS WHEREOF, the parties have caused this Sponsorship Agreement to be

duly executed by an authorized representative as of the day and year first written above.

SPONSOR