Free Sponsorship Agreement Template

SPONSORSHIP AGREEMENT

England And Wales  ·  Trade Marks Act 1994  ·  Bribery Act 2010

This Sponsorship Agreement (this "Agreement") is entered into as of 2026-03-01 between BrewCity Holdings Ltd (Company No. 10234567) ("Sponsor") and Midlands Music Festival CIC (Company No. 12987654) ("Sponsored Party"). The parties agree as follows:

The Sponsored Party hereby grants to the Sponsor the right to be associated with the event, team, individual or project known as Midlands Summer Music Festival 2026 at Sutton Park, Birmingham on or around 2026-07-15 (the "Event") and to use the designation set out in this Agreement in connection with the Sponsor's commercial activities during the Term. The Sponsored Party warrants that it has full power, authority and good title to grant the sponsorship rights set out in this Agreement and that doing so does not conflict with any agreement with a third party.

In consideration of the rights and benefits granted under this Agreement, the Sponsor shall pay to the Sponsored Party a sponsorship fee of £15,000.00 (the "Fee"), exclusive of VAT, which shall be added at the prevailing rate where chargeable under the Value Added Tax Act 1994. The Fee is payable as to 50% within 14 days of the Effective Date and 50% on or before 2026-06-01, by electronic bank transfer to such account as the Sponsored Party may notify in writing. Where any sum due under this Agreement is not paid on the due date, interest shall accrue on the overdue amount in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, at 8% per annum above the Bank of England base rate together with the fixed-sum compensation and recovery costs under sections 5A and 6 of that Act, without prejudice to any other remedy available to the Sponsored Party. The parties acknowledge the UK Late Payment Reform announced on 24 March 2026, which (when in force) caps standard B2B payment terms at 60 days, mandates the 8% statutory interest rate by default, provides a 30-day dispute window from invoice receipt, and enables enforcement by the Small Business Commissioner; this Agreement is drafted to be compatible with that regime.

In consideration of the Fee, the Sponsored Party shall display the Sponsor's name and logo in the following locations and media: Main stage banner, festival website, all printed programmes, social media announcements and event wristbands. The Sponsored Party shall use reasonable endeavours to ensure that the Sponsor's branding is displayed prominently, legibly and in a manner consistent with the Sponsor's brand guidelines communicated in writing prior to use. Any advertising or promotional materials prepared by the Sponsored Party bearing the Sponsor's marks must comply with the CAP Code (UK Code of Non-broadcast Advertising and Direct and Promotional Marketing) and the Consumer Protection from Unfair Trading Regulations 2008.

Each party hereby grants to the other a non-exclusive, non-transferable, royalty-free licence to use its name, logos and registered or unregistered trade marks ("Marks") solely for the purposes of performing this Agreement and for the duration of the Term. All use of a party's Marks shall inure to the benefit of the owner of those Marks under section 29 of the Trade Marks Act 1994 and all goodwill arising from such use shall vest in the owner. Neither party acquires any right, title or interest in the other's Marks save for the limited licence expressly granted in this clause.

The Sponsor's logo must be used in accordance with the following specifications: Vector format (EPS/SVG), minimum 300dpi for print, minimum 10cm width on main-stage banner, full-colour only. The Sponsored Party shall not modify, distort, recolour, animate or otherwise alter the Sponsor's logo or Marks without the prior written consent of the Sponsor. The Sponsored Party shall submit all proposed materials featuring the Sponsor's Marks to the Sponsor for review and the Sponsor shall approve, reject or request amendments within 5 business days of receipt. Quality control rights under this clause are exercised to protect the distinctiveness of the Sponsor's Marks as contemplated by section 46(1)(d) of the Trade Marks Act 1994.

The Sponsor is granted exclusive sponsorship rights within the product or service category of Beer and cider brands (the "Category"). During the Term, the Sponsored Party shall not enter into any sponsorship or similar arrangement with any other party operating principally in the Category without the prior written consent of the Sponsor. This category exclusivity is drafted to comply with Chapter I of the Competition Act 1998.

In addition to the branding benefits, the Sponsor shall be entitled to the following activation rights at or in connection with the Event: Branded product sampling area (150sqm), VIP hospitality tent for 20 guests, pre-festival social media reveal post. The Sponsored Party shall use reasonable endeavours to facilitate such activation, subject to applicable venue rules, licensing conditions and any regulatory or statutory requirements. All goods supplied by the Sponsor in the course of activation shall be of satisfactory quality and fit for purpose in accordance with the Sale of Goods Act 1979 and the Supply of Goods and Services Act 1982.

Where the Sponsor's products are alcoholic beverages, the parties shall comply with the CAP Code section 18 (alcohol), the Portman Group Code of Practice and any applicable licensing conditions under the Licensing Act 2003. The Sponsored Party warrants that the Marks will not be displayed in a manner that appeals primarily to persons under 18 and that reasonable steps will be taken to restrict activation areas to adults where appropriate.

Each party shall conduct itself in a manner consistent with good standards of business ethics and shall not do (or omit to do) anything that brings, or is reasonably likely to bring, the other party or its Marks into public disrepute, contempt, scandal or ridicule. Without prejudice to any other right or remedy, either party may terminate this Agreement with immediate effect by written notice if the other party (or, in the case of the Sponsored Party, any individual prominently associated with the Event) engages in conduct that materially damages, or is reasonably likely to materially damage, the reputation of the terminating party.

Each party shall: (a) comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption, including the Bribery Act 2010; (b) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010; (c) have in place and maintain adequate procedures designed to prevent bribery (section 7 Bribery Act 2010) and enforce them where appropriate; and (d) promptly notify the other of any request or demand for any undue financial or other advantage received in connection with the performance of this Agreement.

To the extent that the Sponsored Party shares attendee or participant data with the Sponsor, each party shall comply with the UK General Data Protection Regulation, the Data Protection Act 2018 and the Data (Use and Access) Act 2025 (as commenced by SI 2026/82 with effect from 5 February 2026) (together "UK Data Protection Laws"). Where a party acts as a controller in respect of personal data, it shall provide the required transparency information (UK GDPR Art. 13-14) and establish a lawful basis for processing under UK GDPR Art. 6 (and, where applicable, Art. 9). Where a party acts as a processor on behalf of the other, the parties shall enter into a written data processing agreement containing the terms required by UK GDPR Art. 28 prior to any such processing. Neither party shall use the other's personal data for direct electronic marketing without obtaining any consent required by the Privacy and Electronic Communications (EC Directive) Regulations 2003.

International transfers. Any onward transfer of personal data to a third country shall comply with the data protection test in Schedule 7 of the DUA Act 2025 (which replaces the prior "essentially equivalent" standard for adequacy assessments), using an approved transfer mechanism (UK adequacy regulations, the UK International Data Transfer Agreement or UK Addendum to the EU SCCs).

Automated audience segmentation. Where the Sponsor or its agencies use AI / ML-based audience segmentation, look-alike modelling, programmatic targeting or personalised activation analytics on attendee data, they shall comply with Articles 22 to 22D UK GDPR as reformed by section 80 of the Data (Use and Access) Act 2025, providing meaningful safeguards (notice, human intervention, contestation) and conducting a Data Protection Impact Assessment. The Sponsor undertakes not to use attendee personal data to train general-purpose AI or analytics models without the Sponsored Party's (and, where required, the data subject's) prior written consent.

Each party that is a company, LLP or other registrable body confirms that its directors, members and persons with significant control (PSCs) have completed (or will complete within the transitional window ending mid-November 2026) the identity verification regime introduced by section 62 of the Economic Crime and Corporate Transparency Act 2023, inserting sections 1110A to 1110F of the Companies Act 2006. The regime was available on a voluntary basis from 8 April 2025 and became mandatory on 18 November 2025 for new appointments, with a 12-month transition for existing officers.

Each party shall, on the other's reasonable request, provide evidence of verification status (verification code or Companies House confirmation) and shall promptly notify the other of any change in verified persons that affects authority to sign or act under this Agreement.

Each party warrants that, to the extent it is a "large organisation" within the meaning of section 201 of the Economic Crime and Corporate Transparency Act 2023 (meeting at least two of: ≥250 employees; >£36 million turnover; >£18 million balance-sheet total), it has implemented and maintains reasonable fraud prevention procedures in accordance with the Home Office guidance for the failure-to-prevent-fraud offence in section 199 of the ECCTA 2023, which came into force on 1 September 2025.

Each party further undertakes that, in performing this Agreement, none of its employees, agents, subsidiaries or other "associated persons" (within the meaning of s.199(4) ECCTA 2023) shall commit a base fraud offence (including false accounting, false representation as to audience figures, sold-out claims, attendance metrics, social-media reach or cheating the public revenue) that intends to benefit either party. Material breach of this warranty entitles the affected party to terminate immediately and to recover losses, fines and reasonable investigation costs.

Where activation, advertising or promotional materials produced under this Agreement are addressed to consumers, the relevant party shall not engage in any unfair commercial practice as defined in Part 4, Chapter 1 of the Digital Markets, Competition and Consumers Act 2024, including misleading actions (s.225) and the giving of misleading information (s.226), in force 6 April 2025 under CMA enforcement. Sponsorship claims (including "Official Partner", "Exclusive Sponsor", environmental / "green" claims, athlete endorsements and attendance / reach figures) shall be capable of substantiation, accurate, and not omit material information.

The CMA may impose monetary penalties of up to 10% of global annual turnover for breach. Each party shall indemnify the other against losses arising from the indemnifying party's own breach of this clause.

The parties acknowledge that the Event falls within the Enhanced tier (premises with an expected capacity of 800 or more persons) of the Terrorism (Protection of Premises) Act 2025 ("Martyn's Law"), which received Royal Assent on 3 April 2025 and imposes statutory duties on those responsible for qualifying premises and events to take reasonable steps to reduce the risk of, and harm from, terrorism.

The Sponsored Party (as the party "responsible" for the Event within the meaning of the Act) shall comply with all duties applicable to its tier, including (i) preparation and maintenance of a written security plan; (ii) implementation of public-protection procedures (evacuation, invacuation, lockdown, communication); (iii) monitoring and mitigation measures (CCTV, search, bag policies, perimeter); and (iv) liaison with the Security Industry Authority (SIA) regulator.

The Sponsor shall not require any activation that would conflict with these duties or compromise public-protection measures. Where the Sponsor supplies temporary staff (for example, brand ambassadors), it shall ensure they receive a briefing on the Event's security procedures before deployment.

Each party undertakes to keep confidential all information concerning the business, affairs, customers, clients or suppliers of the other party that it obtains as a result of this Agreement, including the commercial terms of this Agreement, and to use such information only for the purpose of performing its obligations. This obligation shall survive for three years following termination and shall not apply to information that is or becomes publicly available (other than through breach), was already known to the receiving party without obligation of confidence, is independently developed or is required to be disclosed by law, regulation or any competent court or regulatory authority.

Neither party shall be liable for any failure or delay in performing its obligations (other than an obligation to pay money) to the extent that such failure or delay is caused by an event beyond its reasonable control, including acts of God, war, terrorism, civil unrest, epidemic or pandemic, government action, fire, flood or failure of public utilities ("Force Majeure Event"). The affected party shall notify the other promptly and use reasonable endeavours to mitigate the effect. If a Force Majeure Event prevents performance for more than 30 consecutive days, either party may terminate this Agreement by written notice, and the Sponsored Party shall refund a pro-rata portion of the Fee corresponding to benefits not delivered.

Either party may terminate this Agreement by giving not less than 14 days written notice to the other party. In the event of termination by the Sponsor prior to the Event (other than for the Sponsored Party's material breach), the Sponsored Party shall refund a pro-rata portion of the Fee corresponding to benefits not yet delivered, retaining amounts reasonably spent in reliance on this Agreement. In the event of termination by the Sponsored Party (other than for the Sponsor's material breach), the full Fee shall be refunded to the Sponsor within 14 days. Either party may terminate this Agreement immediately upon written notice if the other party commits a material breach and, where such breach is capable of remedy, fails to remedy it within 7 days of written notice to do so, or enters into any form of insolvency, administration, receivership, bankruptcy or voluntary arrangement.

This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any such dispute or claim.

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings. No amendment shall be binding unless made in writing and signed by or on behalf of both parties. If any provision is found to be unenforceable, the remaining provisions shall remain in full force and effect. Nothing in this Agreement shall create a partnership (within the meaning of the Partnership Act 1890), agency or employment relationship between the parties. A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of it.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.