hereinafter referred to as “SPONSOR”, for the purpose of leasing certain signage sponsor rights as described herein at West Fargo Sheyenne High School, located at 800 40th Ave E, West Fargo, ND 58078, and hereinafter referred to as “WFSHS”;

OPTION: The SPONSOR shall have the right to extend the rights granted herein for an additional term at the then payment rates and terms as defined by the BOOSTERS. SPONSOR shall notify BOOSTERS in writing of its desire to exercise this extension option within sixty (60) days of the expiration of the initial term.

ADDITIONAL TERMS
Production of Panels – BOOSTER shall pay the initial production cost for the sponsor panel. The expense of any changes will be paid by the SPONSOR and must be made at such times permitted by the SPONSOR and the WFSHS schedule of events.

Permits – The BOOSTERS shall obtain and maintain all necessary permits and approvals for the installation and display.

Approval - All signage must have written/email approval from BOOSTERS and SPONSOR prior to installation.

Notification – The BOOSTERS will provide written confirmation of the date on which the SPONSOR’S panel is fully installed.

Sponsorship Copy – The design, layout and content of all sponsorship copy for use on the panels shall be provided by the SPONSOR. The SPONSOR’S panel and messages may be for the creation of goodwill for the SPONSOR and is prohibited from containing any reference to alcohol, drugs, gambling products, macabre materials, or other adult materials that are generally prohibited at West Fargo Public Schools.

Maintenance – The structure and the ongoing cost of operating the sign shall be the sole cost and responsibility of the BOOSTERS. The BOOSTERS agree to care for, maintain the sign and have insurance coverage.

GENERAL
Non-Assignment – This agreement cannot be assigned or performance of the duties hereunder delegated without the express prior written consent of the parties hereto, which consent shall not be unreasonably withheld, except that the BOOSTERS shall have the right to assign the payments resulting herein as a security for financing purposes.

Severability – In the event any of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect any other provisions contained herein.

Alterations/Addendums – No alterations, variations, additions, addendums, or representations to the terms of this agreement shall be valid unless stated in writing, signed by the parties, subject to the approval of the BOARD or its designee, and made a part of this agreement.  This agreement and all such written addendums shall supersede any and all oral representations or agreements.

Termination – The BOARD or BOOSTERS reserves the absolute right to terminate this agreement as to any party at any time for any reason.  Upon such termination, the sponsorship fee will be prorated, and any unused portion will be refunded to the SPONSOR.

Written Records – BOOSTERS shall maintain written records of all information relating to this agreement.

Independent Contractor Status – Nothing contained herein shall be construed to create any relationship, partnership or joint venture between the SPONSOR, BOOSTERS and BOARD. BOOSTERS are and shall remain an independent contractor with the SPONSOR.

Default – In the event the SPONSOR fails to perform or observe any of the provisions described herein and such failure has not been cured within thirty (30) days after SPONSOR receives written notice from the BOOSTERS, or if the SPONSOR repeatedly (more than twice in any one year period) fails to perform or observe any such terms regardless of when or whether it is cured, then the SPONSOR shall be deemed in default.  The BOOSTERS shall have the right to immediately terminate this agreement and all rights granted herein by serving written notice on the SPONSOR.  In the event the BOOSTERS fail to perform or observe any of the provisions described herein and such failure has not been cured within (30) days after the BOOSTERS received written notice from the SPONSOR, or if the BOOSTERS repeatedly (more than twice in any one year period) fails to perform or observe any such terms regardless of when or whether it is cured, then the BOOSTERS shall be deemed in default.  The SPONSOR shall have the right to immediately terminate this agreement and all rights granted herein by serving written notice to the BOOSTERS.

Indemnification/Hold Harmless – Except with the respect to the pictorial or word content of sponsorship copy provided by the SPONSOR herein, BOOSTERS shall indemnify, defend and hold SPONSOR, and SPONSOR’S directors, officers, employees, agents and distributors, and the BOARD and its directors, officers, employees and agents, harmless from and against any and all claims, negligence, damages, liabilities, costs and expenses whatsoever, including reasonable attorney’s fees, by reason of any act or omission by the BOOSTERS, or any of the BOOSTERS’ officers, agents, employees, guests or invitees. BOOSTERS will indemnify and hold harmless the SPONSOR and the BOARD against all liability, negligence, damages, claims, cost and expense whatsoever arising from the construction, installation and operation of the sign.

SPONSOR shall defend, indemnify and hold the BOOSTERS and BOARD harmless from any and all claims, negligence, damages, liabilities, costs and expenses, including reasonable attorney’s fees, arising from claims based upon the pictorial or word content of any copy used by SPONSOR on the sign or centers. SPONSOR will indemnify and hold harmless BOOSTERS and BOARD against all liability for infringement of trademarks, trade name, copyrights, invasion of rights or privacy, negligence, defamation, libel, slander, illegal competition, unfair trade practices or any claim or cause of action of any nature whatsoever which in any way arises out of the contents of the SPONSOR’S signage and message spots furnished or specified by the SPONSOR.

Jurisdiction – Any legal action regarding this agreement or the interpretation of any aspect of it shall be construed in accordance with the laws of the State of North Dakota and any action brought shall be in the District Court for Cass County, North Dakota.

It is agreed between the parties that the BOARD is not responsible for any actions of the SPONSOR or BOOSTERS, nor shall it be a party to any action for the enforcement or because of any disagreement between the SPONSOR and BOOSTERS regarding this agreement.

BINDING MISCELLANEOUS
This constitutes the entire Agreement between the parties. This Agreement may be amended only in writing signed by all parties. This Agreement shall be binding upon the parties hereto their successors and assigns.

IN WITNESS WHEREOF
the parties have hereto executed this AGREEMENT the year and date first above written.

The West Fargo Mustang Booster Club or West Fargo School Board of Education reserves the right to deny any sponsor request.