NFEC Geographic Sponsorship Terms

SPONSORSHIP FEE

(a) In exchange for the Sponsorship Rights, the Sponsor shall pay the Council a fee of outlined in the invoice. Monthly payments are automatically billed to the credit card on file every 30 days. The first payment is processed at the same time as the Setup Fee occurs.

SPONSORSHIP RENEWAL, TERM; TERMINATION

Sponsorship and sponsorship payments will continue in perpetuity until canceled by either party. The Renewal Term shall be on the same terms and conditions as provided in this agreement.

(a) Term. This agreement is effective as of the Effective Date and shall continue in force, unless otherwise terminated in accordance with the provisions listed.

(b) Termination. This agreement may be terminated:

CATEGORY GEOGRAPHIC EXCLUSIVITY OF SPONSORSHIP

For sponsors with the Category Geographic Exclusivity option, during the Term and any Renewal Term, the Council will not permit any other sponsors withing the industry category sponsored within the geographic market. Only one of each sponsor types from each of the industries listed below will be allowed in each geographic market based on these industries:

COMPLIANCE GUIDELINES

The NFEC reserves the right to restrict, limit or remove sponsor from the Sponsorship if they do not follow adhere to our code of ethics:

1) Must remain in good standing with the governing body(s) that govern your financial service licenses.

2) Act in the best interest of participants and maintain the highest level of professionalism when serving.

3) Comply with Geographic Exclusivity provisions.

4) If Sponsor uses the Councils provided materials, Sponsor must follow the license terms of the training, materials, and programs used. All materials are licenses and available to sponsors while in good standing with Sponsorship terms.

COUNCIL RESPONSIBILITIES

The Council shall:

(a) deliver benefits listed in Grant of Rights section and Key Performance Indicator section of this agreement;

(b) organize, produce, and supervise the community sponsorship in a workmanlike manner, in accordance with applicable laws, and with professional diligence and skill, using trained, skilled, competent, and experienced personnel;

(c) provide adequate professional security for any events, promotions, or advocacy and take reasonable steps to ensure the safety of all workers, volunteers, and persons attending any events or gatherings;

(d) use best efforts to obtain appropriate media coverage of the campaign; and

(e) use best efforts to promote the campaign and maximize participation.

TRADEMARKS

(a) Sponsor Trademarks.

(b) Council Trademarks.

INDEMNIFICATION

You agree to indemnify, defend and hold harmless Council, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorney’s fees) relating to or arising out of your use of or inability to use the Site or services, any user postings made by you, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. The Council reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Council in asserting any available defenses.

FORCE MAJEURE

(a) General. A party will not be considered in breach of or in default because of, and will not be liable to the other party for, any delay or failure to perform its obligations under this agreement by reason of fire, earthquake, flood, explosion, strike, riot, war, terrorism, or similar event beyond that party’s reasonable control (each a “Force Majeure Event”). However, if a Force Majeure Event occurs, the affected party shall, as soon as practicable:

ARBITRATION, CLASS ACTION WAIVER

In the event the parties are not able to resolve any dispute between them arising out of or concerning these Terms and Conditions, or any provisions hereof, whether in contract, tort, or otherwise at law or in equity for damages or any other relief, then such dispute shall be resolved only by final and binding arbitration pursuant to the Federal Arbitration Act, conducted by a single neutral arbitrator and administered by the American Arbitration Association, or a similar arbitration service selected by the parties, in a location mutually agreed upon by the parties. The arbitrator’s award shall be final, and judgment may be entered upon it in any court having jurisdiction. If any legal or equitable action, proceeding or arbitration arises out of or concerns these Terms and Conditions, the prevailing party shall be entitled to recover its costs and reasonable attorney’s fees. The parties agree to arbitrate all disputes and claims regarding these Terms and Conditions or any disputes arising as a result of these Terms and Conditions, whether directly or indirectly, including Tort claims that are a result of these Terms and Conditions. The parties agree that the Federal Arbitration Act governs the interpretation and enforcement of this provision. The entire dispute, including the scope and enforceability of this arbitration provision shall be determined by the Arbitrator. This arbitration provision shall survive the termination of these Terms and Conditions.

Any arbitration under these Terms and Conditions will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted. The parties agree that a party may bring claims against the other only in each’s individual capacity, and not as a plaintiff or class member in any putative class, collective and/ or representative proceeding, such as in the form of a private attorney general action against the other. Further, unless both Sponsor and the Council agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

GOVERNING LAW; ATTORNEYS’ FEES.

(a) Choice of Law. The laws of the state of Nevada govern this agreement (without giving effect to its conflicts of law principles).

(b) Choice of Forum. Both parties consent to the personal jurisdiction of the state and federal courts in Clark, Nevada.

(c) Attorneys’ Fees. If either party employs attorneys to enforce any rights arising out of or relating to this agreement, the losing party shall reimburse the prevailing party for its reasonable attorneys’ fees.

AMENDMENTS

No amendment to this agreement will be effective unless it is in writing and signed by a party or its authorized representative.

ASSIGNMENT AND DELEGATION

(a) No Assignment. Neither party may assign any of its rights under this agreement, except with the prior written consent of the other party. All voluntary assignments of rights are limited by this subsection.

(b) No Delegation. Neither party may delegate any performance under this agreement, except with the prior written consent of the other party.

(c) Enforceability of an Assignment or Delegation. If a purported assignment or purported delegation is made in violation of this section, it is void.

COUNTERPARTS; ELECTRONIC SIGNATURES

(a) Counterparts. The parties may execute this agreement in any number of counterparts, each of which is an original but all of which constitute one and the same instrument

(b) Electronic Signatures. This agreement, agreements ancillary to this agreement, and related documents entered into in connection with this agreement are signed when a party’s signature is delivered by facsimile, email, or other electronic medium. These signatures must be treated in all respects as having the same force and effect as original signatures.

SEVERABILITY

If any one or more of the provisions contained in this agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this agreement, but this agreement will be construed as if those invalid, illegal, or unenforceable provisions had never been contained in it, unless the deletion of those provisions would result in such a material change so as to cause completion of the transactions contemplated by this agreement to be unreasonable.

NOTICES

(a) Writing; Permitted Delivery Methods. Each party giving or making any notice, request, demand, or other communication required or permitted by this agreement shall give that notice in writing and use one of the following types of delivery, each of which is a writing for purposes of this agreement: personal delivery, mail (registered or certified mail, postage prepaid, return-receipt requested), nationally recognized overnight courier (fees prepaid), facsimile, or email.

(b) Addresses. A party shall address notices under this section to a party at the following addresses:

(c) Effectiveness. A notice is effective only if the party giving notice complies with subsections (a) and

(d) and if the recipient receives the notice.

WAIVER

No waiver of a breach, failure of any condition, or any right or remedy contained in or

granted by the provisions of this agreement will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.

ENTIRE AGREEMENT

This agreement constitutes the final agreement of the parties. It is the

complete and exclusive expression of the parties’ agreement about the subject matter of this agreement. All prior and contemporaneous communications, negotiations, and agreements between the parties relating to the subject matter of this agreement are expressly merged into and superseded by this agreement. The provisions of this agreement may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. Neither party was induced to enter this agreement by, and neither party is relying on, any statement, representation, warranty, or agreement of the other party except those set forth expressly in this agreement. Except as set forth expressly in this agreement, there are no conditions precedent to this agreement’s effectiveness.

HEADINGS

The descriptive headings of the sections and subsections of this agreement are for convenience only, and do not affect this agreement’s construction or interpretation.

EFFECTIVENESS

This agreement will become effective when all parties have signed it. The date

this agreement is signed by the last party to sign it (as indicated by the date associated with that party’s signature) will be deemed the date of this agreement.

NECESSARY ACTS; FURTHER ASSURANCES

Each party shall use all reasonable efforts to take, or cause to be taken, all actions necessary or desirable to consummate and make effective the transactions this agreement contemplates or to evidence or carry out the intent and purposes of this agreement.

Each party is signing this agreement on the date stated opposite that party’s signature.