IT Leadership Academy Program Sponsorship Agreement between Florida State College at Jacksonville and SPONSOR NAME This Agreement, entered into and effective as of DATE(“Effective Date”), is made by and between Florida State College at Jacksonville, a political subdivision of the State of Florida (“College”), for the benefit of its IT Leadership Academy Executive Education Program, and SPONSOR NAME (“Sponsor”), with its principal address at STREET ADDRESS, CITY, STATE, ZIP CODE. In consideration of the mutual promises and covenants hereinafter contained, and intending to be legally bound, the Parties hereto agree as follows: 1. Sponsor agrees to sponsor an IT Leadership Academy Program in accordance with the terms set forth in Attachment A (“Program”), which is made a part of this Agreement. 2. This Agreement is non-cancelable by Sponsor. Any cancellation or other modifications of this Agreement will be accepted at the sole discretion of the College. 3. Sponsor may not assign its rights hereunder to any other person or firm without the express written consent of the College. 4. Sponsor shall be identified as a sponsor on promotional material produced by the College in connection with the Program as detailed in Attachment A. In giving recognition to Sponsor, the College shall not make any statements that: a) Contain comparative or qualitative descriptions, price information or other indications of savings or value with respect to Sponsor’s products or services; b) Constitute an endorsement of Sponsor’s products or services; c) Constitute an inducement to purchase or use Sponsor’s products or services; or d) Contain any message that causes Sponsor’s payments to not be treated as “qualified sponsorship payments” as that term is defined in Internal Revenue Code Section 513 (i). 5. Sponsor agrees that in the course of its attendance at the Program it shall not promote its products or services to Program participants. 6. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. 7. The College’s entire liability to Sponsor arising out of or relating to this Agreement shall be limited to the fee paid hereunder. In no event shall the College be held liable to Sponsor for any consequential, incidental, special, reliance, or indirect damages out of or relating to a College Program, its cancellation or any changes thereto in location, date or otherwise, whether such claim is based in contract or tort, and whether or not the College has been advised of the possibility of such damages. The College makes no representation or warranties to the Sponsor concerning the Program, including, IT Leadership Sponsor Agreement 01052011 1 of 3 Contract # without limitation, the number of Program participants who will attend the Program, or whether the Program is an effective means of marketing for Sponsor. 8. This Agreement constitutes the entire Agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations and understandings, whether verbal or written, and all prior agreements and contracts with respect to the subject matter herein. 9. Sponsor shall pay the College WRITTEN AMOUNT Dollars ($NUMERIC AMOUNT.00) within the thirty (30) calendar days of the execution date of this Agreement or thirty days (30) workdays after receiving a formal invoice. Payment shall be made by check to Florida State College at Jacksonville, Finance Department, Attention: Accounts Receivable, 501 West State Street, Jacksonville, Florida 32202. In the event a Program is cancelled or the Agreement is terminated, any sponsorship fee paid shall be refunded to Sponsor less any unrecoverable direct expenses, excluding salary expenses for Florida State College at Jacksonville permanent employees. The foregoing notwithstanding, in the event of a breach of the terms of this Agreement by Sponsor, College shall be entitled to retain all sponsorship fees paid. 10. College shall have the right to terminate this Agreement with or without cause upon thirty (30) days prior written notification to the Sponsor. If payment is not received ten (10) workdays prior to the Program’s start date, the College may, at its sole discretion, terminate this Agreement, or cancel or reschedule the Program. Such termination, rescheduling, or cancellation shall be in writing and shall be sent certified mail, return receipt requested, or overnight delivery. 11. The terms of this Agreement may be amended at any time only by formal written amendment to this Agreement executed by both parties. All amendments shall be attached to and become a part of this Agreement. 12. Any notice required or permitted by this Agreement shall be given to the following representative of each party, at the address set forth below, by hand delivery; by registered mail, return receipt requested; or by overnight mail or courier service, signed acknowledgement of receipt required. Notice shall be deemed as given on the day of receipt of the notice, as indicated on the signed and dated receipt of acknowledgement, or on the date of hand delivery: If to College: Dr. Robert J. Rennie Vice President of Technology 9911 Old Baymeadows Road Jacksonville, FL 32256 Phone 904.997.2900 Fax 904.997.2973 Email: RRENNIE@fscj.edu If to Sponsor: CONTACT PERSON'S NAME CONTACT PERSON'S TITLE ORGANIZATION NAME MAILING ADDRESS CITY, STATE, ZIP CODE PHONE NUMBER E-MAIL ADDRESS If, after this Agreement is executed, a party designates a new representative to accept notice, the party shall furnish the new representative’s name and address, in writing, to the other party, and a copy of the notice shall be attached to this Agreement. IT Leadership Sponsor Agreement 01052011 2 of 3 Contract # 13. The parties hereto acknowledge and agree that College is a political subdivision of the State of Florida. As such, the College’s performance under this Agreement and any amendments hereto or attachments connected herewith, shall at all times be subject to any and all state laws, state regulations and District Board of Trustee Rules which are applicable to College’s operations, commitments and/or activities in furtherance of any terms specified herein. As the College is a political subdivision of the State of Florida, this Agreement is subject to the applicable provisions of Florida Statutes regarding public access and other issues. The parties acknowledge the performance under this Agreement is subject to the limitations and provisions of Section 768.28, Florida Statutes (the limitation and provisions of which are not waived, altered, or expanded by anything herein). Nothing contained herein shall be construed or interpreted as: (i) denying to either party any remedy or defense available to such party under the laws of the State of Florida; (ii) the consent of College to be sued; or (iii) a waiver of sovereign immunity of College beyond the waiver provided in Section 768.28, Florida Statutes. This Agreement shall be construed, performed and enforced in all respects in accordance with the Florida law excluding Florida provisions for conflict of law. 14. Force Majeure. College or Sponsor shall not be responsible for its default, delay or failure to perform any terms or conditions herein when failure to perform is due to causes beyond such party’s reasonable control including, but not limited to: civil unrest, strike, lockout, flood, action or inaction of governmental authorities, epidemic, war, embargo, fire, earthquake, hurricane, windstorm, act of God or default of common carrier. In the event of such default, delay or failure to perform, any date or times by which either party is otherwise scheduled to perform shall be extended automatically for a period of time equal in duration to the time lost by reason of the excused delay, default or force majeure. IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed in several counterparts, each of which shall be deemed an original, as of the day and year first above set forth. SPONSOR NAME REPRESENTATIVE NAME Florida State College at Jacksonville Date Name REPRESENTATIVE TITLE Title Federal ID # XX-XXXXXXX Federal ID # 59-1149317 IT Leadership Sponsor Agreement 01052011 3 of 3 Contract # Date ATTACHMENT A IT Leadership Sponsor Agreement 01052011 1 of 1 Contract #