Astros Golf Foundation Sponsorship Agreement Terms & Conditions

1. PARTIES:
   This is a sponsorship agreement between the Host below and Sponsor named on this form.
   
   • Host Name: Astros Golf Foundation
   • Event Name: Texas Children’s Houston Open
   • Address: 501 Crawford, Houston, Texas 77002
   • E-Mail:
2. RECITALS:
   1. Host is the host of a PGA TOUR golf tournament known as the Texas Children’s Houston Open (“Tournament”) which will be held as follows:
   2. Tournament Week: March 24–30, 2025
      Place: Memorial Park Golf Club, Houston, Texas
   3. In furtherance of its desire to support local charities, Sponsor desires to become a sponsor of the Tournament.
3. SPONSORSHIP:
   1. Sponsorship Package. Sponsor agrees to purchase the event-related sponsorship rights set out on the reverse of this document (the “Sponsorship Package”). Sponsor agrees that the Sponsorship Package may not be assigned, transferred or otherwise disposed of without the prior written consent of Host at its sole discretion.
   2. Related Events. The events covered by this Agreement shall be (a) the Texas Children’s Houston Open (b) all tournament-related functions.
   3. Payment. For the rights and benefits herein described, Sponsor agrees to pay the corresponding consideration plus any applicable state and local taxes for the Sponsorship Package that Sponsor has selected at the times and in the manner set forth on the Sponsorship Package.
4. OTHER TERMS:
   1. Other Sponsors. It is understood and agreed that Host shall have the right to designate and sign a contract with other Sponsors (hereinafter “Event Sponsors”) subject to the limitations set forth in the Sponsorship Package.
   2. Trademarks and Trade Names. Sponsor acknowledges that Host owns the Official Texas Children’s Houston Open Logo (hereinafter collectively referred to as the “Marks”). Sponsor does not have any right or license to use or otherwise appropriate the Marks whether alone or together with any other words for any commercial or other business purpose, except as permitted in the Sponsorship Package. Similarly, Host is acquiring no right to the name and logo of Sponsor.
   3. Other Marks. Sponsor will not develop, adopt or use any trademark, logo, designation, domain name or other mark, which in the opinion of the Host is confusingly similar to, is a simulation or colorable imitation of or unfairly competes with the Marks. Other than as expressly provided in this Agreement, Sponsor will not develop, adopt or use any trademark, logo, designation, domain name or other mark likely to be inferred by the public as identifying Sponsor with the Host and/or the Tournament.
   4. Reservation of Rights. All rights not herein specifically granted to Sponsor shall be and remain the property of Host to be used in any manner it deems appropriate.
   5. Information. Host and Sponsor will keep each other informed on a regular basis of significant developments concerning the Tournament and Related Events and Sponsor’s exploitation of the rights
   6. Representations and Warranties. Each party hereby represents and warrants that (1) it has full power and authority to enter into this Agreement and to perform its obligations hereunder, (2) the performance of its obligations hereunder will not violate any agreement to which it is a party and (3) this Agreement constitutes a binding obligation of Sponsor, enforceable against it in accordance with its terms, except as such enforcement may be limited by bankruptcy or insolvency
   7. No Agency Relationship. Sponsor agrees that, as between it and Host, Host is the sole owner and operator of the Tournament. There is no joint venture, principal-agent, employer-employee or other agency relationship between Host and Sponsor or any of their respective members, affiliates, subsidiaries or companies. Neither party has real or apparent authority to bind the other party.
   8. Cancellation or Changes in the Tournament. Sponsor understands and assumes the risk that the Tournament and Tournament related events, including sponsorship hospitality, benefits and opportunities may be changed, delayed, postponed or canceled for any reason or due to any cause. If the Tournament is cancelled more than 60 days prior to the start, then the Sponsor will owe no payment and the contract is terminated unless Sponsor agrees to extend a year. If Event is cancelled between 30 and 60 days prior to the start, 90% of the paid sponsorship fee will be refunded to Sponsor. If terminated less than 30 days prior to the start, 80% of the paid sponsorship fee will be refunded to Sponsor. Neither Host nor any other person involved with the Tournament shall otherwise be liable to Sponsor for any damages in connection with a cancellation of the Event. In the event of curtailment of the Event to a fewer number of days than expected, Tournament and Sponsor shall be permitted to carry over unreceive sponsorship rights to the next calendar year
   9. Host indemnifies and holds harmless Sponsor and its representatives. from and against any, and all claims, liabilities, damages, losses and costs in connection with the operation of the Tournament, including any injuries to any person due to the negligence of Host. its directors. officers, agents, employees or representatives.
   10. Termination. Host shall have the right, at Host’s sole option, to terminate this Agreement by giving written notice to Sponsor upon the occurrence of any of the following events:
       1. the failure of Sponsor to pay any amounts due to Host under this Agreement and the continuance of such failure for a period of ten (10) days after written notice from Host of such failure;
       2. any representation or warranty of Sponsor set forth in this Agreement shall be untrue in any material respect as of the date made and such condition is not cured within thirty (30) days of written notice from Host of such condition;
       3. Sponsor or its affiliate engages in an activity that (i) is in violation of federal or state law, rule, or regulation, (ii) is offensive to public morals and conventions, (iii) disparages the products or services of Host, or (iv) is considered by the public to be controversial; or
       4. Sponsor fails to comply with any of its material obligations under this Agreement.
   11. No Other Rights. Sponsor will not associate itself with the Tournament and Related Events in any way other than as permitted by this Agreement.
   12. Indemnification. Sponsor indemnifies and holds harmless Host, the PGA TOUR and its and their respective directors, officers, agents, employees and representatives, from und against any and all suits, actions, claims, demands, liabilities, damages, losses and costs in connection with Sponsor’s exercise of the rights or performance or failure to perform its obligations under this Agreement, including those claims, etc., resulting from or arising out of the distribution, advertising or use of products or services whether or not such claim, etc., arises during the term of this Agreement.
   13. Insurance Sponsor shall, at its own expense, maintain in effect throughout the term of this Agreement, comprehensive general liability insurance with combine single limits of liability of at least One Million Dollars ($1,000,000.00), covering any and all property damage and personal injury (including death) arising out of activities covered by this Agreement and shall obtain and maintain such additional insurance coverage as the Host shall reasonably require with respect to any sponsored events or similar activities. The insurance coverage of Sponsors required to be carried hereunder shall be issued by an insurance company qualified to do business in the state of Texas. At all time during the Term, Sponsor shall have cause certificates of such insurance policies to be issued and deposited with Astros Golf Foundation. All such policies may be provided under blanket and/or umbrella policies carried by Sponsor. The insurance required hereunder shall be primary insurance and the insurer shall be liable for the full amount of any loss up to the total limit liability required without the right of contribution of any other insurance coverage held by Astros Golf Foundation. Such polices shall name Astros Golf Foundation as an additional insured hereunder and Sponsor shall provide Astros Golf Foundation with at least thirty (30) days advance written notice of cancellation and/or restriction.
   14. Applicable Regulations. The exercise of the Sponsorship Package and rights granted to Sponsor under this Agreement shall be subject to all relevant laws, statutes, ordinances, regulations and other requirements of the Federal, State and County Governments and their pertinent agencies, and the final written approval of Host where required. Sponsor will ensure that it complies with all such laws, regulations, statutes, ordinances, regulations and other requirements in exercising the Sponsorship Benefits and rights. Any approval given by Host in relation to the exercise of the Sponsorship Benefits and rights will not be construed as any sort of representation or warranty to the effect that the exercise of the Sponsorship Benefit or right is in accordance with such laws, regulations, rules, etc. Sponsor will also exercise the Sponsorship Benefits in a manner consistent with the good name, goodwill, reputation and image of Host.
   15. Compliance with Laws and Regulations. Host will comply with all laws, rules and regulations applicable to the operator of the Tournament.
   16. General. This Agreement shall be binding upon the parties’ authorized successors and assigns. No modification of this Agreement shall be effective unless in writing and signed by both parties. This Agreement represents the joint efforts of both the Host and the Sponsor and is a result of negotiations between both the Host and Sponsor; therefore, neither party shall be deemed the author of this Agreement for purposes of interpreting this Agreement. This Agreement constitutes the complete agreement between the parties concerning the subject matter hereof and supersedes and cancels any, and all prior communications and agreements between the parties with respect thereto. If any provision of this Agreement is invalid under applicable law, that provision shall be effective only to the extent of such invalidity, without invalidating the remainder of this Agreement. This Agreement may be executed in two or more identical counterparts, each of which shall be deemed to be an original and a of which taken together shall be deemed to constitute the Agreement when a duly authorized representative of each party has signed a counterpart. The parties hereby expressly acknowledge that this Agreement and its terms and conditions are confidential and agree not to, directly or indirectly, disclose its contents without prior written consent of the other party.
   17. Governing Law. This Agreement shall be governed by the laws of the State of Texas without regard to its conflicts of Jaw rules. Any action arising out of this Agreement may be brought only in a court of competent jurisdiction located in Harris County, Texas. The parties waive a trial by jury.