Houston Energy & Climate Week Program Event Sponsorship Agreement
Last Revision Date: June 2, 2025
This Agreement is made and entered into by and between Allies in Energy, a Texas nonprofit corporation recognized as tax-exempt under Section 501(c)(3) of the Internal Revenue Code (hereinafter referred to as the “Charity”), and (hereinafter referred to as the “Sponsor”).
WHEREAS, Sponsor wishes to make an unrestricted corporate sponsorship contribution in support of the Charity’s mission; and
WHEREAS, Sponsor further wishes to support the Charity’s program event in connection with Houston Energy and Climate Week 2025, thereby advancing the Charity’s charitable and educational purposes by Section 501(c)(3) of the Internal Revenue Code.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and the mutual benefits to be derived, the parties agree as follows:
1. Term of Agreement
This Agreement shall commence on the date of full execution and shall remain in effect until the conclusion of the program event, including any related post-event activities (e.g., reporting, follow-up communications), unless earlier terminated in accordance with Exhibit A – Sponsor Benefits.
2. Use of Sponsor’s Name and Marks
Sponsor grants to the Charity a limited, non-exclusive, non-transferable, revocable license to use its name, logo, and trademarks solely for purposes of acknowledging the Sponsor’s support of the program event and as set forth in Exhibit A – Sponsor Benefits.
All uses of Sponsor’s marks shall be subject to Sponsor’s prior written approval. The Charity shall not acquire any interest, goodwill, or ownership in Sponsor’s marks through this Agreement.
3. Sponsorship Contribution
Sponsor agrees to contribute the amount listed on Exhibit A – Sponsor Benefits to the Charity as an unrestricted sponsorship and $ as an in-kind contribution. This amount is due upon execution of this Agreement and receipt of an invoice. Failure to remit payment in a timely manner shall constitute a breach of this Agreement.
4. Acknowledgment and Benefits
Charity agrees to acknowledge Sponsor’s support as outlined in Exhibit A – Sponsor Benefits. These benefits are provided as a token of appreciation and are not intended as a substantial return value.
5. Fair Market Value Disclosure
The estimated fair market value of any goods or services provided to the Sponsor in exchange for this sponsorship is listed in Exhibit A – Sponsor Benefits. The remainder of the contribution shall be considered a charitable gift. Charity will issue an acknowledgment letter consistent with IRS requirements.
6. Termination
Either party may terminate this Agreement for material breach with seven (7) days’ written notice and opportunity to cure.
In the event of termination by Sponsor without cause, Charity may reassign the sponsorship opportunity and seek compensation for related damages or losses. If Charity terminates this Agreement, it shall refund the pro rata value of the sponsorship amount, less any costs already incurred for Sponsor-specific promotional benefits.
7. Force Majeure
Neither party shall be liable for delay or failure to perform due to a Force Majeure Event, including but not limited to natural disaster, acts of government, or venue damage. The affected party shall promptly notify the other and use reasonable efforts to resume performance. Either party may terminate the Agreement if performance cannot be resumed within a reasonable period.
8. Indemnification
Each party shall indemnify and hold harmless the other from any claims, liabilities, or damages arising from its negligence, willful misconduct, or breach of this Agreement. The indemnifying party shall defend any legal action brought against the indemnified party and satisfy any final judgment rendered therein.
9. Assignment
Neither party may assign this Agreement, or the rights granted herein, without the prior written consent of the other party, which shall not be unreasonably withheld.
10. Notices
All notices shall be made in writing and delivered by certified mail, courier, or email (with confirmation of receipt), addressed to the parties at the addresses provided upon execution of this Agreement.
11. Amendments
This Agreement may not be amended or modified except in writing signed by authorized representatives of both parties.
12. Governing Law
This Agreement shall be governed by and construed under the laws of the State of Texas, without regard to the conflict of laws principles. The venue for any legal action shall be Harris County, Texas.
13. Waiver
No waiver of any provision shall be deemed a waiver of any subsequent breach. Failure to enforce any provision shall not be deemed a waiver of the right to enforce that or any other provision.
14. Entire Agreement
This Agreement, including any exhibits attached hereto, constitutes the entire agreement between the parties regarding the subject matter herein and supersedes all prior agreements, understandings, or representations.
By signing Exhibit A – Sponsor Benefits, the parties confirm that they have executed this Agreement as of the dates specified in Exhibit A – Sponsor Benefits by their duly authorized representatives.