TERMS & CONDITIONS

This Event Sponsorship Agreement ("Agreement") is entered into by and between the Seattle Animal Shelter Foundation, a 501(c)3 nonprofit organization ("ORGANIZATION") and the SPONSOR.
NOW THEREFORE, in consideration of the terms and conditions set out herein the parties agree as follows:

I. PURPOSE
SPONSOR and ORGANIZATION agree that the purpose of this Agreement is to secure a marketing and promotional relationship for the SPONSOR for the following ("Event"): Raining Cats & Dogs Auction, October 19, 2013, at Swedish Cultural Center, 1920 Dexter Ave N, Seattle, WA 98109. This Event constitutes the entirety of the sponsorship relationship and represents the extent of the commitment from the SPONSOR for marketing, branding and promotional purposes at the Event.

II. SPONSOR DUTIES
A. Sponsor Fee. SPONSOR agrees to pay the sponsorship fee outlined on Page 1 of this Sponsorship Kit to the ORGANIZATION for the Event identified above. Total payment of this amount shall be made on, or before, the Sponsorship Deadline outlined on this Sponsorship Kit.
B. Payment. Payment of the sponsorship fee shall be payable to Seattle Animal Shelter Foundation.

III. ORGANIZATION DUTIES
ORGANIZATION will provide sponsorship acknowledgements, benefits, and recognition as described herein and will work with SPONSOR to assure maximum benefit of sponsorship is achieved at Event.

IV. GENERAL TERMS
A. No Partnership Created. Nothing in this Agreement shall be construed to place the parties in the relationship of partners or joint ventures or agents, and SPONSOR shall have no power to obligate or bind ORGANIZATION in any matter whatsoever.
B. Use of Parties' Names. Except as otherwise provided herein, neither party may use the other party's name and other indicia without prior express written approval of the other party. Each party agrees that it shall neither state nor imply, either directly or indirectly, other than pursuant to exercise of this Agreement, that it is supported, endorsed or sponsored by the other party and, upon the direction of the other party, shall issue express disclaimers to that effect.
C. Sales. Nothing in this Agreement grants any right to the SPONSOR to engage in sales, to solicit sales, to display its products or services or the products or services of others at the Event unless specifically provided by this Agreement.
D. Severability. If any portion of this Agreement is declared invalid or unenforceable for any reason, that portion is deemed severable from the remainder of the Agreement, which shall be deemed and remain fully valid and enforceable.
E. Assignment. This Agreement and any rights herein contained granted are personal to the parties. This Agreement shall not be assignable by either party without the prior written consent of the other party and shall not be assigned, sublicensed or encumbered without the non-assigning party's written consent, which shall not be unreasonably withheld.
F. Entire Agreement. This Agreement constitutes the entire Agreement and understanding of the parties hereto and cancels, terminates and supersedes any prior Agreement or understanding relating to the subject matter hereof between the parties relating to promises, agreements, warranties, covenants or undertakings other than those contained herein.
G. Modification. None of the provisions of this Agreement may be waived or modified except expressly in writing signed by both parties. However, failure of either party to require the performance of any term in this Agreement or the waiver by either party of any breach thereof shall not prevent subsequent enforcement of such term nor be deemed a waiver of any subsequent breach.
H. Governing Law. This Agreement shall be construed in accordance with the laws of the State of Washington and shall not be binding on ORGANIZATION until signed on its behalf by an authorized representative of the same.
I. Force Majeure. Neither party shall be responsible to the other for the failure to perform any of the obligations imposed by this Agreement, provided such failure shall be occasioned by fire, flood, explosion, earthquake, discontinuity in power supply, transportation difficulties or any other cause beyond reasonable control of the party.
J. Waiver of Jury Trial. To the fullest extent permitted by law, each party hereby irrevocably waives any and all rights to a trial by jury, and covenants and agrees that it will not request a trial by jury, with respect to any legal proceeding arising out of or relating to this Agreement.
K. Termination. This Agreement may be terminated by either party by providing to the other no less than 30 days' written notice prior to the date of the Event.

SASF Auction Sponsorship Kit 2013