1. General. The Race is part of the Whitney’s Race® series, an annual 5k runs/fitness walks. The Race is conducted by WMF to promote and fulfill its promise to find a cure and advance early detection of Pancreatic Cancer. WMF is a non-profit organization and has applied to be exempt from federal tax pursuant to Internal Revenue Code section §501(c)(3), federal tax identification number 83-2822054. Approval of this status is pending. Current mailing address: 10904 Kettering Ln Fort Smith, AR 72908
  2. Term. This Agreement will begin on the Effective Date set forth above and end on November 9, 2024 the scheduled date for completion of the Race (“Term”).
  3. Race Date. WMF will use its commercially best efforts to conduct the Race on November 9, 2024.
  4. WMF Licensed Marks. (the following applies to sponsors in the top two sponsor levels only or local media sponsor only; all other sponsors must obtain permission) WMF hereby grants Sponsor a limited, non-exclusive, non-transferable right and sub-license to use the Whitney Marsh Foundation, Inc. name, Whitney’s Race® name and accompanying logo service marks (“WMF Licensed Marks”) solely to promote the Race and authorized Race related events during the Term of this Agreement. Sponsor shall not sublicense or transfer the use of WMF Licensed Marks to any person or entity without the prior written consent of WMF. Sponsor will present to WMF, for its prior approval, any item or material that uses, incorporates or refers to the WMF Licensed Marks. All advertising and promotional materials should refer to Sponsor’s relationship to the Race in the following form: “[Sponsor Level] Sponsor of the Whitney Marsh Foundation’s Whitney’s Race® benefiting pancreatic cancer research”. Sponsor shall not use the WMF Licensed Marks in advertisements or promotions that contain a reference to any entity which is not a Race sponsor. Sponsor acknowledges that it has no rights in and to the WMF Licensed Marks other than as expressly granted herein.
  5. Sponsor Licensed Marks. Sponsor grants WMF a limited, non-transferable, non-exclusive license to use Sponsor’s name, logo, service marks & trademarks (“Sponsor Licensed Marks”) solely for including Sponsor in listings & descriptions of Race sponsors during the Term of this Agreement. WMF shall not sublicense or transfer the use of the Sponsor Licensed Marks to any person or entity without the prior written consent of Sponsor. Sponsor logo artwork should be submitted to WMF in high resolution print-ready “jpg” or “png” format prior to the print deadline of Auguest 22, 2024 in order for Sponsor logos to appear in printed materials. Failure of Sponsor to submit artwork prior to the deadline forfeits Sponsors benefit of its logo appearing in print materials in lieu of its name appearing. Sponsor artwork will not appear on the Race website until provided by Sponsor to WMF.
  6. Sponsorship Benefits/Payment. Sponsor shall pay its entire sponsorship fee on or before two months of submitting sponsorship agreement, and failure to do so shall result in a forfeiture of Sponsor’s sponsorship rights, including the sublicense of the Licensed Marks. WMF may require Sponsor to provide additional documentation to support the value of in-kind donations prior to accepting such donations as credit toward Sponsor’s sponsorship fee.To comply with IRS requirements, WMF wishes to advise Sponsor that the tax-deductible amount of Sponsor’s contribution for Federal Income tax purposes is limited to the excess of the amount of money plus the value of any non-cash property contributed by Sponsor over the value of the goods and services provided by WMF. WMF will provide Sponsor with the total value of any goods and services provided as part of Sponsor’s sponsorship.
  7. Race Cancellation. Neither WMF, nor any officer, trustee, employee or agent of WMF, shall be responsible for damages that result from delays or postponements of the Race due to circumstances beyond their reasonable control. In the event that the Race does not take place, Sponsor’s sponsorship fee as set forth above shall be treated as a donation to WMF and shall not be refunded.
  8. Insurance. Each party shall maintain, during the Term of this Agreement, insurance in an amount reasonably anticipated by such party to be sufficient to cover liability for bodily injury, property damage and death arising out of the party’s activities in connection with the activities which are the subject of this Agreement. Each party shall furnish a certificate of insurance to the other party showing that such insurance policies are in place within thirty (30) days after the Effective Date of this Agreement.
  9. Relationship/Entire Agreement. The parties to this Agreement have no legal relationship other than as contracting parties to this Agreement. This Agreement represents the entire agreement between the parties and supersedes any prior understandings or agreements.
  10. Indemnity. Each party agrees to indemnify and hold the other harmless from and against any and all expenses, including reasonable attorneys’ fees, that the other party may incur by reason of any claim arising out of the indemnifying party’s negligence, intentional misconduct performance or failure to perform pursuant to this Agreement, or any service or product sold or provided by the indemnifying party in connection with the Race. All individuals provided by or associated with Sponsor who perform services at the Race event shall perform such services at the direction of, and shall be considered at all times as under the supervision and control of, and for the benefit of Sponsor. Such individuals shall not perform such services on behalf of WMF and shall not be agents or representatives of WMF. Sponsor shall be responsible, as between Sponsor and WMF, for any injuries or damages caused by or to said individuals.
  11. Governing Law. This Agreement shall be governed by the laws of the State of Arkansas.