SPONSORSHIP AGREEMENT THIS SPONSORSHIP AGREEMENT ("Agreement") dated and to be effective as of the …….. of ………. 2012 ("Effective Date") is concluded by and between: 1- The American University in Cairo, located at AUC Avenue, 5th Settlement, New Cairo, Cairo Governorate. Represented in this Agreement by …………………… in his capacity as ………………………………… . Hereinafter referred to as “AUC” 2……………., ……………………………………………………………………………………... Represented in this Agreement by …………………… in his/ her capacity as ………………………………… . Hereinafter referred to as “the Sponsor” Recitals Whereas, AUC is a leading regional academic institution committed to provide high quality educational opportunities to students from all segments; Whereas, AUC wishes to ………………………….., the details of which are mentioned below (the “Project”); and, Whereas, the Sponsor wishes to Sponsor the Project pursuant to the terms and subject to the conditions of this Agreement. Now therefore, in consideration of the mutual promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows: Terms Article 1 Integration The above Recitals shall be deemed and considered an integral part of this Agreement and shall have the same force of the Articles included herein. Article 2 The Project ………………(Please insert the Project details) ……………………… Page 1 of 3 Article 3 Sponsor Obligations The Sponsor shall a) pay a full sponsorship fee of _________EGP (_in letters_______Egyptian Pounds) to AUC in cash or by a check within seven days from the date of signing this Agreement. If the Sponsor failed to pay on time, this Agreement will be deemed to have been rescinded ipso facto without any need for notice or Court order. b) ……………………… (please insert any further details)…………………………. Article 4 AUC’s Obligations In consideration of the sponsorship fee paid by the Sponsor, AUC shall: a) provide an advertising space in ………….. with the following specifications ………………… b) ……………….. (please insert any further details) ……………………………. Article 5 Term & Termination 5.1 This term of Agreement commences on the Effective Date and will continue until …………….. unless sooner terminated as provided herein. 5.2 Either party may terminate this Agreement at any time by providing the other party with at least …. (………) days prior written notice. Article 6 Intellectual Property Neither party may have the right to use in any way the commercial or trade name, trademark(s), service mark(s), logo(s), or other intellectual property rights of the other party except as specifically mentioned herein. If either party failed to comply with this article, this Agreement will be deemed to have been rescinded ipso facto without any need for notice or Court order. Article 7 Stamp Tax The Sponsor shall solely bear the amount of the stamp tax imposed by the Egyptian Stamp Law, if applicable, and it further understands that such tax is not considered a part of the sponsorship fee. The Sponsor shall pay the due tax amount directly to the concerned Tax Authority. Page 2 of 3 Article 8 Exclusivity Sponsor acknowledges and agrees that it is not the sole or exclusive sponsor of the Project and that AUC is entitled to permit other persons or entities to act as sponsors of the Project, or to refrain therefrom, in its sole discretion. Article 9 Independent Contractors The relationship between the parties is that of independent contractors and nothing contained in this Agreement shall be construed as creating any other relationship whatsoever between the Sponsor and AUC. In particular, nothing in this Agreement shall be construed to place the parties in a relationship as partners, joint venturers, employer and employee, or principal and agent, respectively. Article 10 Correspondences Any communication or notice given under this Agreement shall be in writing and shall be served by delivering it personally or sending it by registered mail to the address set out at the beginning this Agreement. Article 11 Entire Agreement This Agreement contains the entire agreement between the parties with respect to the transactions contemplated herein, and supersedes all prior oral or written commitments, understandings or agreement with respect to the matters provided for herein and therein. Article 12 Governing Law and Jurisdiction The validity, interpretations and the effects of this Agreement shall be governed by the Egyptian Law and in case that any dispute arises out of the implementation of the Agreement the Egyptian Courts shall have jurisdiction. Article 13 Counterparts This Agreement may be executed in two counterparts, each of which will be an original, and both of which, when taken together, will constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement by their respective duly authorized representatives. Signed on behalf of AUC by Signed on behalf of the Sponsor by …………………………. …………………………. Page 3 of 3