Sponsorship Agreement

1. General
The Race is part of the Whitney’s Race® series, an annual 5k run/fitness walk organized by the Whitney Marsh Foundation, Inc. (“WMF”), a tax-exempt nonprofit organization under Internal Revenue Code §501(c)(3) (Federal Tax ID: 83-2822054). The Race promotes WMF’s mission to advance pancreatic cancer research and early detection.

Mailing Address (correspondence):
PO Box #380066
Cambridge, MA 02238

Physical Address (operations):
10904 Kettering Ln
Fort Smith, AR 72908

2. Term
This Agreement begins on the Effective Date and ends on November 8, 2025, the scheduled completion date of the Race (“Term”).

3. Race Date
WMF will use commercially reasonable efforts to conduct the Race on November 8, 2025.

4. WMF Licensed Marks
(Applies to sponsors in the top two levels or local media sponsors only; others require prior permission.)

• WMF grants Sponsor a limited, non-exclusive, non-transferable sublicense to use the “Whitney Marsh Foundation, Inc.,” “Whitney’s Race®,” and associated logos (“WMF Licensed Marks”) solely to promote the Race during the Term.

• Sponsor must obtain WMF’s prior written approval for all materials using WMF Licensed Marks.

• Usage must adhere to the format: “[Sponsor Level] Sponsor of the Whitney Marsh Foundation’s Whitney’s Race® benefiting pancreatic cancer research.”

• Sponsor may not associate WMF Licensed Marks with non-sponsors.

5. Sponsor Licensed Marks

• Sponsor grants WMF a limited, non-transferable license to use Sponsor’s name, logo, and marks (“Sponsor Licensed Marks”) for Race promotions.

• High-resolution logos (jpg/png) must be submitted by August 22, 2025, for inclusion in printed materials. Late submissions forfeit logo placement (name-only used).

6. Sponsorship Benefits/Payment

• Full payment is due within two months of the Effective Date. Late payment forfeits sponsorship rights.

• In-kind donations require valuation documentation for IRS compliance.

• Tax Deductibility Notice: The deductible portion of Sponsor’s contribution is limited to the excess of the contribution over the value of goods/services provided by WMF. WMF will disclose this value post-Race.

7. Race Cancellation

• WMF is not liable for Race delays/postponements due to force majeure. If the Race is canceled, fees become non-refundable donations.

8. Insurance

• Both parties must maintain liability insurance (covering bodily injury, property damage, and death) during the Term. Certificates of insurance must be exchanged within 30 days of the Effective Date.

9. Relationship/Entire Agreement

• No legal relationship exists between the parties beyond this Agreement. This document supersedes all prior agreements.

10. Indemnity

• Each party indemnifies the other against claims arising from its negligence, misconduct, or breach of this Agreement. Sponsor assumes full responsibility for its personnel/volunteers at the Race.

11. Governing Law
This Agreement is governed by Arkansas law.