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T-Mobile Little League Local Sponsorship Program

By registering for the T-Mobile Little League Local Sponsorship Program, the Local Little League (“Local League”) agrees to the following:

1. T-Mobile Trademarks: T-Mobile grants a limited, personal, non-exclusive, non-assignable, non-sublicensable, revocable, royalty-free license to use and reproduce the T-Mobile trademarks and logos provided by T-Mobile (the “T-Mobile Marks”) to Local League as specified in the Digital Toolkit (as defined below). The T-Mobile Marks, along with all intellectual property rights and the goodwill of the business symbolized thereby and associated therewith, are the property of the licensor of such marks, T-Mobile, or its parent or affiliated companies (as applicable). Local League expressly disclaims all right, title and interest in and to the T-Mobile Marks.  Local League must meet and comply with all of the specifications, requirements and standards prescribed by T-Mobile with respect to any use of the T-Mobile Marks. Upon expiration or termination of the Sponsorship, Local League will immediately terminate all use of the T-Mobile Marks.
2. Local League media: Local League hereby grants T-Mobile a limited, personal, non-exclusive, non-assignable, non-sublicensable, irrevocable, royalty-free, worldwide, all-media, perpetual license to use Local League’s photos, images, trademarks, logos, and trade names (as provided by Local League to T-Mobile) for T-Mobile to use in connection with description and promotion of the Sponsorship and T-Mobile’s relationship with Little League.
3. Digital Toolkit: T-Mobile will provide a digital toolkit (“Digital Toolkit”) to Local League to be utilized at the sole discretion of the Local League. The T-Mobile Marks, as provided Digital Toolkit, shall not to be altered by Local League, or any other third-party, without the express, prior written consent of the T-Mobile. 
4. Representations and Warranties:  The Parties represent and warrant that they each have the full right and legal authority to enter into and fully perform the Sponsorship in accordance with its terms. T-Mobile further represents and warrants that the T-Mobile Marks as provided in the Digital Toolkit and as used as specified therein shall not infringe on the rights of any third party. Local League further represents and warrants that it will comply with all applicable laws and regulations in its operations. 
5. Indemnification:  Each party (the “Indemnifying Party”) agrees to defend, indemnify and hold the other party, its affiliates, subsidiaries, parent and related companies, officers, directors, agents, and employees (the “Indemnified Party”)harmless from and against any and all claims, settlements, judgments, liabilities, damages, losses, suits and expenses of any nature whatsoever, including reasonable outside attorneys’ fees (and fees incurred in enforcing this provision), arising from any third party claim (“Claims”), to the extent such Claims relate to the breach of the Indemnifying Party’s breach of its representations and warranties or of these Terms.
6. Termination: Either party can terminate this Sponsorship for any reason with 10 day written notice.  If applicable, Local League will promptly refund any pre-paid sponsorship fee for un-completed deliverables. 
7. Governing Law:  This Agreement shall be governed by the laws of the State of Washington, without regard to conflicts of law provisions, and the parties consent to the exclusive jurisdiction and venue of the state courts located in King County Washington or the federal courts in the Western District of Washington.
8. Confidentiality: The Parties agree that the terms of the Sponsorship are confidential and shall not be disclosed, except to the respective Parties’ advisors or as may be required by legal order or government authorities and the disclosing party has been notified in advance prior to such disclosure.