1. AGREEMENT
TERMS AND CONDITIONS OF SPONSORSHIP

These terms and conditions of sponsorship (the “Terms and Conditions”) are entered into by GUMBO STEP THEATRE COMPANY INCORPORATED (“GSTCI”) and the sponsor (“Sponsor”), whose name is set forth on the above Sponsorship Opportunities Book- ing Form (the “Booking Form”). Together, the Booking Form and these Terms and Conditions (collectively, the “Sponsorship Agreement”) shall govern the performance of the Sponsor (the “Sponsorship”), as described further in this Sponsorship Agreement.
Capitalized terms not otherwise defined in these Terms and Conditions shall have the meanings ascribed to them in the Booking Form. Unless otherwise specifically noted, all references in these Terms and Conditions to paragraphs or sections will refer to the paragraphs and sections of these Terms and Conditions.
GSTCI reserves the right to accept or refuse any Sponsorship Agreement or proposed Sponsorship, in its sole discretion. GSTCI reserves the right to adopt additional regulations and to modify these Terms and Conditions, as may be deemed necessary by GSTCI for the general success of the Event. Such modifications may include
changes to the Terms and Conditions, rules and regulations stated herein, to the Sponsorship Agreement, and to all other written agreements, which may affect the parties hereto, all of which are made a part hereof as though fully incorporated herein and Sponsor agrees to be bound thereby.
2. PAYMENT & CANCELLATION POLICY
Full payment must be received with the Book Form to secure the Sponsorship. Without full payment, GSTCI cannot guarantee and will not reserve the Sponsorship for Sponsor. All requests for cancellation of a Sponsorship must be submitted in writing. All paid and guaranteed Sponsorships cancelled in writing (as set forth in the Terms and Conditions) at least sixty (60) days in advance of the Event will receive a fifty percent (50%) refund of the total Sponsorship fee. No refunds or credits will be issued on cancellation requests received less than sixty (60) days prior to the scheduled Event. Sponsorships are non-transferable.
3. TERM
The term of the Sponsorship Agreement shall commence on the date hereof and shall continue in full force and effect until the conclusion of the Event.
4. COMPLIANCE
Sponsor agrees to comply with all rules, regulations and policies of GSTCI, as currently in existence and as may be adopted hereafter by GSTCI.
5. SPONSORSHIP APPROVAL
All Sponsorship activities and promotions are subject to approval by GSTCI. GSTCI reserves the right to restrict, prohibit, or remove any activity, material, or promotion by Sponsor which, in its opinion and at its sole discretion, becomes objectionable for any reason and may detract from the general character of the Event. Such activities and promotions may include, but are not limited to, persons, objects, conduct, printed materials and anything which GSTCI determines to be objectionable. In no event shall GSTCI be liable for any expenses incurred as a result of such restriction, prohibition or removal.
6. CHOICE OF COMPANY LOGO
Upon Sponsorship Agreement, Sponsor may provide GSTCI with multiple versions of Sponsor logo. GSTCI will select the best version of Sponsor logo for the most effective collateral production.
7. COMPANY RECOGNITION
A Sponsorship shall exist under one (1) corporate brand name only. Sponsorship cannot be shared between two
(2) or more entities.
8. SPONSORSHIP MATERIALS
GSTCI retains complete control over the design of all materials produced to fulfill the Sponsorship. All materials used to advertise the Event shall remain the property of GSTCI. If the materials contain a GSTCI logo, the materials must also contain the following: (i) the Date of the Event; (ii) the name of the Event; and (iii) the GSTCI Event Logo provided by GSTCI specifically for the Event. Under no circumstance can Sponsor use a GSTCI Logo that is not specifically provided in connection with the sponsored Event.
GSTCI hereby grants Sponsor a limited, royalty free, fully paid-up, non-exclusive, non-transferable, terminable right and privilege to use the specifically provided GSTCI Logo for the sole purpose of marketing the Event as described above. No other right, property, license, permission or interest of any kind in or to the use of any intel- lectual property rights of GSTCI is or is intended to be given to, transferred to, or acquired by Sponsor. Sponsor agrees to comply with the marking provisions of the trademark laws of the United States. Sponsor agrees that its use of the GSTCI Logo inures to the benefit of GSTCI and that Sponsor shall not acquire any rights as a result of this limited license. Any use of GSTCI’s intellectual property that exceeds the limited license set forth above shall constitute a material breach of this Agreement.
9. COSTS & EXPENSES
All costs, fees, and expenses not directly covered as benefits of Sponsorship are the full responsibility of the sponsor.
10. EXHIBITION
The following applies to GSTCI’s annual conference, 1 Global Step Festival, only.
Sponsors committing to Sponsorships less than or equal to $20,000 (referred to herein as an “Exhibitor”) are re- quired to maintain an exhibit at the Event. Please note that all Exhibitors will have to complete the Exhibit Space Contract a form of which is attached hereto as Exhibit A. Please note that all of the terms of the Exhibit Space Contract are incorporated into this Sponsorship Agreement by reference.
If GSTCI terminates this Sponsorship Agreement for any reason, the Exhibit Space Contract will automatically ter- minate. However, if Exhibitor chooses to terminate this Sponsorship Agreement in accordance with Section 18(b) of this Sponsorship Agreement, at GSTCI’s sole discretion, the Exhibitor may be allowed to maintain an exhibit at the Event. GSTCI will notify Exhibitor whether or not it can maintain an exhibit at the Event within five (5) days of receiving Exhibitor’s notice of termination.
11. INDEPENDENT CONTRACTOR
Each party is an independent contractor. This Sponsorship Agreement does not constitute either party as an agent, representative or partner of the other and neither shall have the authority to enter into contracts or obliga- tions on the other’s behalf. Each party shall be solely responsible for all debts and obligations incurred by it in performing its obligations under the Sponsorship Agreement, including, without limitation, all obligations to and in respect of its employees, and each party agrees to indemnify the other to the extent a party is held to be liable for a debt or obligation of the other party under this paragraph.
12. INTELLECTUAL PROPERTY
Subject to the provisions below relating to termination of the Agreement, GSTCI’s trademarks, service marks, brand names, logos and artwork displayed on the signs and other materials hereunder, and all trademark rights or copyrights in such signs and other materials, shall be and remain the sole and exclusive property of GSTCI. Sponsor shall not have the right to use in any way or reproduce for any purpose the corporate or trade names, trademarks, service marks, logos or other proprietary symbols of GSTCI without the GSTCI’s prior written consent. GSTCI’s use of Sponsor’s name and logo pursuant to the Sponsorship does not convey GSTCI’s approval, endorse- ment, certification, or referral of any product or service provided by Sponsor.
13. CONFIDENTIALITY
“Confidential Information” means information exchanged by the parties that is not generally known to the public and at the time of disclosure is identified as, or would reasonably be understood by the receiving party to be, proprietary or confidential. Confidential Information may be disclosed by a party in oral, written, visual, electronic or other form. The party receiving any such Confidential Information (“Receiving Party”) will use the same care and discretion to avoid disclosure, publication or dissemination of any Confidential Information received from similar information that it does not wish to disclose, publish or disseminate (but in no event less than a reason- able degree of care). Except as otherwise expressly permitted under this Sponsorship Agreement, the Receiving Party