Sponsorship Agreement

This sponsorship agreement is between DELHI PUBLIC SCHOOL, WARANGAL, an individual (the "Organizer")

and ADA ENTERPRISES, a(n) Alabama Sole Proprietorship (the "Sponsor").

The Organizer is engaged in the organization and production of ____________ University is in the process of

organizing its annual flagship event, 'EnigmaFest.' This multi-day college festival showcases a diverse range

of activities, performances, and competitions. The organizing committee, led by Racheal and Ross, is

actively seeking sponsorship from _______ Enterprises, a multinational conglomerate recognized for its

dedication to supporting cultural and educational initiatives. As a legal professional, your task is to draft a

comprehensive sponsorship agr, known as Enigma Fest, on 02/02/2024 and located at Jio World Drive, BKC

(the "Event").

The Sponsor wishes to sponsor the Event by providing financial support (the "Sponsorship") in exchange for

certain rights to be granted in connection with the Event.

The parties therefore agree as follows:

1. GRANT OF RIGHTS.

In exchange for the Sponsorship Fee (as described in section 2 below), the Sponsor will receive the following

rights in connection with the Event (collectively, the "Sponsorship Rights"):

(a) Promotional Rights. The Sponsor will receive the right to:

(i) display 2 total banners or signs at the Event. The Sponsor will provide the banners and signs in

designs of its choosing and in the following dimensions: 3 ft. by 6 ft.. The Organizer will use its best

efforts to place the banners and signs a minimum of 6 feet from any other banner or sign and in

the locations requested by the Sponsor

(ii) sell or give away the Sponsor's products and services at the Event. The Organizer shall provide

the Sponsor with an appropriate space at the Event venue to facilitate the Sponsor's sales and

giveaways. The Sponsor shall retain all of the proceeds from such sales.

(iii) Subject to the Sponsor's approval as set forth in section 8 a, have the Sponsor Trademarks

appear on all material promoting the Event.

(iv) Subject to the Sponsor's approval as set forth in section 8 a have the Sponsor's Trademarks

appear on all of the official licensed merchandise of the Event.

(b) Event Rights. The Sponsor will receive:

 (i) 50 complimentary tickets to the Event.

(c) Media Rights. The Sponsor will:

(i) Be named in all press releases for the Event.

(ii) Subject to any prior approval that may be required by this agreement, receive 15 credits and

mentions in connection with the promotion of the Event in the media.

(iii) Use footage of the Event for the Sponsor's promotional purposes.

(iv) .

2. SPONSORSHIP FEE.

(a) In exchange for the Sponsorship Rights, the Sponsor shall pay the Organizer, $100000 (the

"Sponsorship Fee") 44 days before the Event.

3. TERM; TERMINATION.

(a) Term. This agreement is effective as of the Effective Date and shall continue in force, unless

otherwise terminated in accordance with the provisions of 3(b), until 09/02/2024 (the "Term").

(b) Termination. This agreement may be terminated:

(i) either party on provision of 15 days' written notice to the other party, with or without cause;

(ii) by either party for a material breach of any provision of this agreement by the other party, if the

other party's material breach is not cured within 15 days of receipt of written notice of the breach.

(iii) by either party at any time and on provision of written notice, if any of the other party's

representations in this agreement prove to be inaccurate in any material respects.

(iv) by either party at any time and without prior notice, if the other party is convicted of any crime

or offense, fails or refuses to comply with the written policies or reasonable directives of the other

party, or is guilty of serious misconduct in connection with performance under this agreement;

(v) by the Sponsor, with or without cause, on written notice to the Organizer. However, the Sponsor

shall forfeit any payments of the Sponsorship Fee already made to the Organizer, and shall pay any

remaining balance of the Sponsorship Fee within 10 days of that termination (the "Termination

Fee"). After payment of the Termination Fee, the Sponsor shall be released and discharged from

any obligations under this agreement. If the Organizer pursues legal remedies to collect the

Termination Fee, the Sponsor shall reimburse the Organizer for any expenses related to those

remedies.

4. EXCLUSIVITY OF SPONSORSHIP.
During the Term, the Organizer will not permit any competitor of the Sponsor listed on Exhibit A to sponsor

the Event, supply products or services to the Event, or be associated with the Event in any other manner.

Additional competitors may be added to Exhibit A with the prior written consent of the Organizer and

removed with the prior written consent of the Sponsor. The Organizer will use reasonable efforts to prevent

and, if necessary, prosecute the efforts of any nonsponsor competitor of the Sponsor to weaken or attack the

Sponsor's Sponsorship.

5. NO COMPETING SPONSORSHIPS.

During the period beginning 30 days before the Event and ending 30 days after the Event, the Sponsor may

not sponsor any other event that, in the sole discretion of the Organizer, competes with the Event within 10

miles of the Event,without the prior written consent of the Organizer.

6. ORGANIZER RESPONSIBILITIES.

The Organizer shall:

<(a) organize, produce, and supervise the Event in a workmanlike manner, in accordance with

applicable laws, and with professional diligence and skill, using fully-trained, skilled, competent, and

experienced personnel; <(b) make all arrangements for the use of the venue, including securing any

necessary permits, coordinating parking or transportation, supplying equipment, and contracting with

vendors and other service providers; <(c) provide adequate professional security for the Event and take

reasonable steps to ensure the safety of all workers, volunteers, and persons attending the Event; <(d)

use best efforts to obtain appropriate media coverage of the Event; and <(e) use best efforts to

promote the Event and maximize attendance.

7. TRADEMARKS.

(a) Sponsor Trademarks.

(i) License. The Sponsor hereby grants the Organizer a nonexclusive limited license to use,

display, and reproduce its logos, trademarks, service marks, and trade names (each, a "Sponsor

Trademark") only in connection with the promotion and advertisement of the Event and any

listing of the sponsors of the Event during the Term. The Organizer shall obtain the written consent

of the Sponsor before each use, display, and reproduction of the Sponsor Trademarks; however, if

the Sponsor fails to approve or reject any use, display, or reproduction within 10 days after receipt

of written notice, the Sponsor shall be deemed to reject that use.

(ii) Ownership. All Sponsor Trademarks provided, leased, or licensed to the Organizer in
 connection with the Event are the Sponsor's sole property, and the Organizer has no ownership or

other intellectual property rights in those items.

(iii) No Infringement. All of the Sponsor Trademarks are owned by the Sponsor or the Sponsor

has permission from the rightful owner to use each of these elements.

(iv) Delivery. The Sponsor shall deliver the Sponsor Trademarks to the Organizer within 10 days

of the Effective Date.

(b) Organizer Trademarks.

(i) License. The Organizer hereby grants the Sponsor a nonexclusive limited license to use,

display, and reproduce the logos, trademarks, service marks, and trade names, associated with the

Event (each an "Organizer Trademark") only in connection with the promotion and

advertisement of the Sponsor's products and services during the Term. The Sponsor shall obtain

the written consent of the Organizer before each use, display, and reproduction of the Organizer

Trademarks. However, if the Organizer does not approve or reject any proposed use, display, or

reproduction within 10 days after receipt of written notice, the Organizer will be deemed to reject

that use.

(ii) Ownership. All Organizer Trademarks provided, leased, or licensed to the Sponsor in

connection with the Event are the Organizer's sole property, and the Sponsor has no ownership or

other intellectual property rights in those items.

(iii) No Infringement. The Organizer represents to the Sponsor and unconditionally guarantees

that all of the Organizer Trademarks are owned by the Organizer or that the Organizer has

permission from the rightful owner to use each of these elements.

(iv) Delivery. The Organizer shall deliver the Organizer Trademarks to the Sponsor within 45 days

of the Effective Date.

8. EVENT MERCHANDISE.

(a ) Organizer-Created Merchandise. During the Term, the Organizer may not create, sell, give

away, or license the creation or sale of any merchandise that contains any Sponsor Trademark without

the prior written approval of the Sponsor, which shall not be unreasonably withheld. The Sponsor may

buy any officially licensed merchandise of the Event from any licensee of the Organizer, without

payment to the Organizer of any royalty, and sell merchandise in connection with the promotion of the

Sponsor's products and services.

(c) Sponsor-Created Merchandise. During the Term and subject to the approval of the Organizer,

which shall not be unreasonably withheld, the Sponsor may create and sell or give away merchandise
 associated with the Event and containing the Organizer Trademarks in connection with the promotion of

the Sponsor's products and services. However, this merchandise must also contain the Sponsor

Trademarks. All merchandise created and sold or given away by the Sponsor in association with the

Event will be of high quality, free from product defects, merchantable, and suitable for its intended

purpose.

(d) Third-Party Merchandise Agreements. Any agreement between either party and a third party

relating to merchandise associated with the Event and containing the other party's logos, trademarks,

service marks, or trade names will include a provision that the contracting party will be solely liable to

the third party for the performance and satisfaction of all obligations, including payment, under that

agreement and for all claims that may arise out of that agreement.

9. INDEMNIFICATION.

(a) Of Sponsor by Organizer. The Organizer shall indemnify the Sponsor against any award, charge,

claim, compensatory damages, cost, damages, exemplary damages, diminution in value, expense, fee,

fine, interest, judgment, liability, settlement payment, penalty, or other loss (a "Loss") or any attorney's

or other professional's fee and disbursement, court filing fee, court cost, arbitration fee, arbitration cost,

witness fee, and each other fee and cost of investigating and defending or asserting a claim for

indemnification (a "Litigation Expense") arising out of:

(i) any inaccuracy of any representation made by the Organizer under this agreement;

(ii) the Organizer's breach of any of its obligations under this agreement;

(iii) the Event, including Losses for bodily injury, death, or property loss, but only in proportion to

and to the extent those Losses arise out of the negligent or intentional acts or omissions of the

Organizer or the Organizer's officers, employees, and contractors. The Organizer shall maintain

liability insurance sufficient to satisfy these obligations to the Sponsor.

(b) Of Organizer by Sponsor. The Sponsor shall indemnify the Organizer against any Losses or

Litigation Expenses that it may suffer arising out of:

(i) an inaccuracy of a representation made by the Sponsor under this agreement or;

(ii) the Sponsor's breach of any of its obligations under this agreement. The Sponsor shall maintain

liability insurance sufficient to satisfy these obligations to the Organizer.

10. INSURANCE.

The insurance policies in the minimum amounts specified in this section shall be maintained during the Term
and for a period of 48 months after.

<(a) Each party shall maintain, at that party's own expense, commercial general liability insurance for a

combined single limit for bodily injury and property damage amount and per occurrence amounts as set

forth on Exhibit B. This insurance shall contain an endorsement naming the other party as an

additional named insured for the Event. <(b) The Organizer shall obtain workers' compensation

insurance for employees of the Event and the Organizer with a limit for each accident as set forth on

Exhibit B. <(c) The Organizer shall obtain event cancellation insurance with limits as listed on Exhibit

B.

Each party shall provide certificates evidencing these insurance policies to the other party at least 10 days

before the Event.

11. RIGHT TO POSTPONE EVENT.

The Sponsor may request postponement of the Event if there is a legitimate threat or implied threat of injury

or harm to the Sponsor, the Sponsor's personnel or property, or the public.

12. FORCE MAJEURE.

(a) General. A party will not be considered in breach of or in default because of, and will not be liable

to the other party for, any delay or failure to perform its obligations under this agreement by reason of

fire, earthquake, flood, explosion, strike, riot, war, terrorism, or similar event beyond that party's

reasonable control (each a "Force Majeure Event"). However, if a Force Majeure Event occurs, the

affected party shall, as soon as practicable:

(i) notify the other party of the Force Majeure Event and its impact on performance under this

agreement; and

(ii) use reasonable efforts to resolve any issues resulting from the Force Majeure Event and perform

its obligations under this agreement.

(b) Event Cancellation. If the Event is cancelled because of a Force Majeure Event, the Sponsor shall

have no obligation to make any future payments of the Sponsorship Fee to the Organizer and the

Organizer will promptly refund the Sponsor any payments of the Sponsorship Fee already received by

the Organizer. However, if only part of the Event is cancelled, the Sponsor will receive a refund of a

proportionate share of any payments of the Sponsorship Fee already paid to the Organizer.

13. GOVERNING LAW; ATTORNEYS' FEES.

 (a) Choice of Law. The laws of the state of Alabama govern this agreement (without giving effect to its

conflicts of law principles).

(b) Choice of Forum. Both parties consent to the personal jurisdiction of the state and federal courts

in India, Alabama.

(c) Attorneys' Fees. If either party employs attorneys to enforce any rights arising out of or relating to

this agreement, the losing party shall reimburse the prevailing party for its reasonable attorneys' fees.

14. AMENDMENTS.

No amendment to this agreement will be effective unless it is in writing and signed by a party or its

authorized representative.

15. ASSIGNMENT AND DELEGATION.

(a) No Assignment. Neither party may assign any of its rights under this agreement, except with the

prior written consent of the other party. All voluntary assignments of rights are limited by this

subsection.

(b) No Delegation. Neither party may delegate any performance under this agreement, except with

the prior written consent of the other party.

(c) Enforceability of an Assignment or Delegation. If a purported assignment or purported

delegation is made in violation of this section, it is void.

16. COUNTERPARTS; ELECTRONIC SIGNATURES.

(a) Counterparts. The parties may execute this agreement in any number of counterparts, each of

which is an original but all of which constitute one and the same instrument.

(b) Electronic Signatures. This agreement, agreements ancillary to this agreement, and related

documents entered into in connection with this agreement are signed when a party's signature is

delivered by facsimile, email, or other electronic medium. These signatures must be treated in all

respects as having the same force and effect as original signatures.

17. SEVERABILITY.

If any one or more of the provisions contained in this agreement is, for any reason, held to be invalid, illegal,

or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other

provisions of this agreement, but this agreement will be construed as if those invalid, illegal, or

unenforceable provisions had never been contained in it, unless the deletion of those provisions would result
in such a material change so as to cause completion of the transactions contemplated by this agreement to

be unreasonable.

18. NOTICES.

(a) Writing; Permitted Delivery Methods. Each party giving or making any notice, request, demand,

or other communication required or permitted by this agreement shall give that notice in writing and

use one of the following types of delivery, each of which is a writing for purposes of this agreement:

personal delivery, mail (registered or certified mail, postage prepaid, return-receipt requested),

nationally recognized overnight courier (fees prepaid), facsimile, or email.

(b) Addresses. A party shall address notices under this section to a party at the following addresses:

If to the Organizer:

Delhi Public School, Warangal

#2-2-55/2, old beat bazar, Jangaon
Hyderabad, Alabama 506167
srinilaya.bajaj25@gmail.com

If to the Sponsor:

Ms. Ada Bajaj

12, b wing, Shri Arham Bluz
Mumbai, Alabama 400058
adabajaj25@gmail.com

(c) Effectiveness. A notice is effective only if the party giving notice complies with subsections (a) and

(b) and if the recipient receives the notice.

19. WAIVER.

No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the

provisions of this agreement will be effective unless it is in writing and signed by the party waiving the

breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver

of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a

continuing waiver, unless the writing so specifies.

20. ENTIRE AGREEMENT.

This agreement constitutes the final agreement of the parties. It is the complete and exclusive expression of

the parties' agreement about the subject matter of this agreement. All prior and contemporaneous

communications, negotiations, and agreements between the parties relating to the subject matter of this

agreement are expressly merged into and superseded by this agreement. The provisions of this agreement

may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings.
Neither party was induced to enter this agreement by, and neither party is relying on, any statement,

representation, warranty, or agreement of the other party except those set forth expressly in this agreement.

Except as set forth expressly in this agreement, there are no conditions precedent to this agreement's

effectiveness.

21. HEADINGS.

The descriptive headings of the sections and subsections of this agreement are for convenience only, and do

not affect this agreement's construction or interpretation.

22. EFFECTIVENESS.

This agreement will become effective when all parties have signed it. The date this agreement is signed by

the last party to sign it (as indicated by the date associated with that party's signature) will be deemed the

date of this agreement.

23. NECESSARY ACTS; FURTHER ASSURANCES.

Each party shall use all reasonable efforts to take, or cause to be taken, all actions necessary or desirable to

consummate and make effective the transactions this agreement contemplates or to evidence or carry out

the intent and purposes of this agreement.

[SIGNATURE PAGE FOLLOWS]

Each party is signing this agreement on the date stated opposite that party's signature.

Date: _________________ By:__________________________________________

Name: Delhi Public School, Warangal
ADA Enterprises

Date: _________________ By:__________________________________________

Name: Ms. Ada Bajaj
Title: Sole Proprietor

EXHIBIT A

LIST OF SPONSOR'S COMPETITORS

1. edk
EXHIBIT B

INSURANCE COVERAGE

Responsible Party Type of policy Description Limits

Organizer c ee $0