AGREEMENT

This is a Sponsorship Agreement (the “Agreement”), dated as of the date of your donation between The Lonely Entrepreneur, Inc. (“Company”), a New Jersey limited liability company and a 501(c)(3) corporation (EIN 82-5384709) and your organization (“Sponsor”).

Background

  1. Company’s is a tax-exempt charitable organization under Section 501(c)(3) of the Internal Revenue Code (“Code”). Its mission is to unleash the power of entrepreneurs worldwide by turning their passion into success and offers a program that enables entrepreneurs to have free access to its online learning community (the “Learning Community”) with the help of funding from companies such as Sponsor (the “Program”).
  2. Sponsor desires to become a sponsor of the Program and the Company, and to provide financial support for the Program and the Company and increase public awareness of its mission, on the basis set out in this Agreement.
  3. This Agreement has two parts. The first part sets out framework understandings regarding the arrangement, including funds transfers, disclosures, legal compliance, use of trademarks, and termination. The second part, a document attached as Exhibit A and referred to as the “Sponsorship Plan,” sets out the specifics of the arrangement, including the sponsorship amount and term.

Company and Sponsor agree as follows:

Sponsorship

  • Sponsorship Payment. To support the Company’s activities, Sponsor will make a sponsorship payment to Company in the amount indicated by Sponsor in completing its contribution in the online payment gateway at the Donation Page at https://lonelyentrepreneur.com/tei-donation-page/
  • Sponsor Benefits. Sponsor shall be entitled to the benefits associated with the specific sponsorship level indicated on Exhibit A under the section entitled “Sponsor Benefits.”
  • Sponsor Recognition. In addition to the Sponsor benefits outlined in Exhibit A, Sponsor will be a sponsor of Company during the term or for the event specified in the Sponsorship Plan. Company will acknowledge Sponsor in accordance with its customary recognition practices and identify Sponsor as a sponsor of Company in its internal and external communications, including, without limitation, on Company’s website and in its marketing and outreach materials.
  • Publicity by Sponsor. Both parties may identify Sponsor as a sponsor of Company and the Program during the term in internal and external communications, including, without limitation, on their respective websites and in its marketing and outreach materials. Except as required by law, Sponsor will not issue any press release or other public statement (including on its website) relating to its Sponsorship without obtaining Company’s prior written consent.
  • No Substantial Return Benefit. Company will provide Sponsor no “substantial return benefit” as defined in Section 513(i) of the Code and accompanying regulations. For clarity, any acknowledgment or identification of Sponsor will (a) be limited to a statement of acknowledgment or thanks and may include display of Sponsor’s marks in accordance with this Agreement, and (b) not include any qualitative or comparative language, references to price, savings or value information regarding any of Sponsor’s products or services.
  • Non-Exclusive Sponsorship. Sponsor’s sponsorship is non-exclusive. Sponsor understands that Company may enter into sponsorship or other similar arrangements with other companies, including, without limitation, companies with whom Sponsor may compete.
  • Qualified Sponsorship Payment The payment contemplated herein is intended to be a “qualified sponsorship payment” within the meaning of Section 513(i) of the Code, and the terms of this Agreement are intended to fall within the safe harbor established in the regulations under Section 513(i).

Use of the Learning Community

  • Use of Learning Community. The use of the Learning Community by individuals shall be subject to the terms and conditions of the Community Guidelines, User Agreement and Privacy/Security Policy detailed at www.lonelyentrepreneur.com.

Intellectual Property

  • Company Marks. Company grants to Sponsor a non-transferable, non-exclusive, non-sub licensable, revocable license to use, copy, and display the marks provided to Sponsor (“Company Marks”) for the limited purposes set out in the section entitled Sponsor Recognition.
  • Sponsor Marks. Sponsor grants to Company a non-transferable, non-exclusive, non-sub licensable, revocable license to use, copy, and display the marks provided to Company (“Sponsor Marks”) for the limited purposes set out in the section entitled Sponsor Benefits.
  • Ownership. Each of Company and Sponsor acknowledges that (a) it has no interest in the other party’s marks other than the license granted under this Agreement, (b) the other party will remain the sole and exclusive owner of all right, title, and interest in its marks, and (c) any and all goodwill in the other party’s marks will inure solely to the benefit of the other party. Each of Company and Sponsor will comply with any reasonable trademark guidelines that the other may provide. For clarity, nothing in this Agreement is intended to give Sponsor any ownership or other rights in any Company property or Company-related property created in connection with the Sponsorship including, without limitation, intangible property such as trademarks, event attendee lists, or mailing lists.
  • Non-Permitted Associations. Sponsor may not use Company Marks in any manner that suggests or implies endorsement of political views or religious beliefs, including, without limitation, in connection with any campaign activity for or against a political candidate or in connection with any lobbying activity.

Relationship

  • Contact Person. Company and Sponsor will each appoint one individual to act as principal contact person and to facilitate communication. The initial appointees are identified in the Sponsorship Plan. Company and Sponsor each may change its contact person at any time and will so advise the other.
  • Recordkeeping. Company and Sponsor will maintain records relating to the Sponsorship in a manner such that each party can evaluate compliance with this Agreement, and will make those records available for review by one another on reasonable notice during the term of this Agreement and for a period of three (3) years after termination or conclusion of the Sponsorship. Company and Sponsor will each reasonably cooperate with one another in providing information relating to its activities under this Agreement in connection with any financial or tax audit, or similar matter, in which the other is engaged.
  • Independence. Company and Sponsor are and will remain independent contracting parties. Nothing in this Agreement creates an employment, partnership, joint venture, fiduciary, or similar relationship between Company and Sponsor for any purpose. Neither Company nor Sponsor has the power or authority to bind or obligate the other to a third party or commitment in any manner. Any use of the term “partner” or comparable term in any communication is solely for convenience.

Indemnification.

  • Sponsor will defend, indemnify and hold Company and its directors, officers, employees, agents, and assigns (collectively, “Company Parties”), harmless against all third party or other claims, liabilities, losses, damages, and expenses, including, without limitation, attorneys’ fees, which any Company Party may suffer and which arise directly or indirectly from: (a) Sponsor’s performance of the services under or in breach of this Agreement; (b) any claims by employees, Company’s, subcontractors, suppliers, creditors, tax authorities, or other persons in a relationship with Sponsor; (c) any claims of infringement, misappropriation, or otherwise by third parties regarding the Work Product; or (d) any claims related to tax, insurance contributions, workers’ compensation law, or other laws applicable to Sponsor. Sponsor will have no obligation to indemnify a Company Party to the extent the liability is solely caused by a Company’s gross negligence or willful misconduct.

Termination

  • Termination on Notice. Either Sponsor or Company may on its own terminate this Agreement by providing written notice of that decision to the other. Such a termination will be effective 30 days after delivery of the notice by the terminating party.
  • Termination for Breach. If either party breaches any of its obligations under this Agreement, the non-breaching party may provide the breaching party with written notice of the breach. If the breaching party fails to cure the breach within 30 days after receipt of such notice, the nonbreaching party may terminate this Agreement upon delivery to the breaching party of a written notice to that effect, with the termination effective upon delivery of such notice to the breaching party. The non-breaching party may in its reasonable discretion determine whether the breach has been cured.
  • Immediate Termination. Either Company or Sponsor may immediately terminate this Agreement by giving written notice to the other if it determines, in its sole discretion, that the other party has engaged or is engaging in conduct that reflects materially and unfavorably upon the reputation of the terminating party. Such a termination will be effective upon delivery of the notice by the terminating party.
  • Effect of Termination. Upon termination of this Agreement, Company and Sponsor will cooperate in transition activities to minimize adverse impacts of the termination. Sponsor will make any remaining payments due to Company. Company and Sponsor will promptly cease use of any Sponsor Marks and Company Marks, respectively. Sections entitled Ownership, Recordkeeping, Indemnification, Effect of Termination and General Provisions will survive the termination of this Agreement.

General Provisions

  • Entire Agreement. This Agreement, together with its exhibits, expresses the final, complete, and exclusive agreement between Company and Sponsor, and supersedes any and all prior or contemporaneous written and oral agreements, arrangements, negotiations, communications, course of dealing, or understanding between Company and Sponsor relating to its subject matter.
  • Amendment. This Agreement may be amended only as stated in and by a writing signed by both Company and Sponsor which recites that it is an amendment to this Agreement. If there are any inconsistencies between any exhibit and this Agreement, this Agreement will control.
  • Severability. If any provision in this Agreement is held invalid or unenforceable, the other provisions will remain enforceable, and the invalid or unenforceable provision will be considered modified so that it is valid and enforceable to the maximum extent permitted by law.
  • Waiver. Any waiver under this Agreement must be in writing and signed by the party granting the waiver. Waiver of any breach or provision of this Agreement will not be considered a waiver of any later breach or of the right to enforce any provision of this Agreement.
  • Assignment. Sponsor may not assign its rights or delegate its duties under this Agreement to anyone else without the prior written consent of Company.
  • Governing Law. This Agreement will be governed by New Jersey law.
  • No Third-Party Beneficiaries. Except as provided in the section entitled Indemnification, this Agreement is for the exclusive benefit of Company and Sponsor and not for the benefit of any third party, including, without limitation, any employee, affiliate, subcontractor, or vendor of Company or Sponsor.
  • Notices. Notices and consents under this Agreement must be in writing and delivered by mail, hand delivery, fax, or e-mail to the contact persons set out in the Sponsorship Plan. These addresses may be changed by written notice to the other party.
  • Force Majeure. Neither party will be required to perform or be held liable for failure to perform if nonperformance is caused by labor strikes, work stoppages, war, hostilities, a national emergency, acts of God, epidemics, quarantines, natural disasters, power failures, or any other causes beyond the control of the party unable to perform. The non-performing party will notify and consult with the other party regarding the event and how to minimize its impact, and in all cases, will make commercially reasonable efforts to address the problem and carry out its obligations.
  • Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which will be taken together and deemed to be one instrument. Transmission by fax or PDF of executed counterparts constitutes effective delivery.

Exhibit A
Sponsorship Plan

  • Learning Community: The Lonely Entrepreneur Learning Community will be provided free of charge for one year to the number of entrepreneurs associated with the sponsorship amount listed on the Donation Page.
  • Length of Sponsorship: One Year
  • Selection of Entrepreneurs: You will have the right to request that the entrepreneurs to receive the Learning Community as a result of your sponsorship be selected from one of the following:
    • A specific type of entrepreneur (e.g. women)
    • A specific group the Company is working with (e.g. YMCA)
    • A specific group that Sponsor is working with

    Company shall use reasonable efforts to provide the Learning Community to the entrepreneurs you request.

  • Inclusion on Program Pages: Sponsor’s logo will be included in the sponsors area of the following program pages:
  • Marketing and Public Relations: The Company will include Sponsors in periodic marketing activities such as social media, press releases, press conferences, and public relations efforts. Inclusion in these vehicles will be the same frequency as other Sponsors of the same sponsorship level. This includes:
    • Sponsors List: inclusion in all list of sponsors
    • Social media messaging
    • Press releases
    • Podcasts

The frequency with which your organization will be included in these items will depend on your level of sponsorship with higher levels receiving additional frequency.

  • Employee Participation: Sponsors will have the opportunity to offer its employees the chance to mentor and interact with entrepreneurs in the Program.  Sponsors can send the following link to employees for them to sign up to mentor and interact with entrepreneurs:
    https://lonelyentrepreneur.com/tei-employees