SMITH WILLIAMS SERVICE CENTER FOUNDATION

SPONSORSHIP & AFFILIATE MEMBERSHIP AGREEMENT

This Sponsorship & Affiliate Membership Agreement (the "Agreement") is entered into this ___ day of________, 20___,
by and between the Smith Williams Service Center Foundation, Inc. (the “Foundation”) and
__________________________, with offices at _______________________ (the "Affiliate Member").
1. PURPOSES OF THE FOUNDATION
The purposes of the Foundation are to provide social services within the City of Tallahassee, specifically in the Bond
Community to promote services in the areas of health, education, childcare, or computer technology, senior citizen
services, youth and families, as well as social and cultural programs.
2. MEMBERSHIP
This Agreement shall be treated as a Membership Application unless and until the (i) Board of Directors has approved the
prospective member (the “Prospective Affiliate Member”), and (ii) this Agreement has been executed by an authorized
representative of the Foundation. Each Prospective Affiliate Member shall fully complete this Agreement and its Exhibit A,
and shall submit them to the Board of Directors of the Foundation. The Board of Directors of the Foundation may, in its
sole and complete discretion, accept or reject such Prospective Affiliate Member’s application for membership without
liability. The Board of Directors shall notify the Prospective Affiliate Member of its decision promptly. Donations for
Affiliate Membership in the Foundation are as set forth on Exhibit B. Donations are payable annually in advance. Except
as provided for in this Agreement, all Affiliate Member Donations are non-refundable.
3. TERM OF MEMBERSHIP
The Initial Term of Membership ("Initial Term") shall begin on the day that this Agreement is executed (the "Effective
Date") and shall continue for twelve (12) months from the Effective Date (the “Anniversary Date”). Thereafter, this
Agreement shall automatically renew for successive one-year terms ("Renewal Terms") beginning on the Anniversary
Date unless one party provides the other party with written notice of its intent not to renew the then current Renewal Term
at least thirty (30) days prior to its expiry. The Affiliate Member or the Foundation may terminate this Agreement for any
reason and at any time during either the Initial Term or a subsequent Renewal Term by providing the other party with at
least ninety (90) days written notice.
4. RIGHTS AND OBLIGATIONS OF THE FOUNDATION
The Foundation shall have the following rights and obligations under this Agreement.
a. The Foundation shall use diligent efforts to provide the administrative leadership required to accomplish the
Foundation's goals.
b. The Foundation shall use the Affiliate Member’s Donations to further the goals of the Foundation.
c. The Foundation shall hold at least one Board of Directors meeting per calendar year, the date, time, and location of
which shall be announced at least ten (10) days in advance.
d. The Foundation shall retain qualified legal and financial support as necessary.
5. RIGHTS AND OBLIGATIONS OF AFFILIATE MEMBER
The Affiliate Member shall have the following rights and obligations under this Agreement.
a. The Affiliate Member shall have the right to provide advice to the Board of Directors and concerning Foundation
activities.
b. The Affiliate Member shall have the right to establish and maintain computer network links via the Internet with the
Foundation sufficient to participate in Foundation activities.
c. The Affiliate Member shall also have the rights established in Exhibit and the executed Event Rental Contract
attached hereto which is incorporated into and made a part of this agreement by this reference. All Event Rental
agreements will be subject to the established refundable deposit policies at the time of facilities rental.

6. INTELLECTUAL PROPERTY RIGHTS

The Affiliate Member agrees that all right, title, and interest in and to any and all software and documentation created or
developed, and in and to all patentable inventions conceived or first reduced to practice solely by the Foundation, its
employees, or consultants shall be owned by the Foundation. To the extent necessary, the Affiliate Member agrees to
execute such assignment documents as may be required to vest title in the Foundation, at no expense to the Affiliate
Member.

Sponsorship & Affiliate Membership Agreement

1/7/2011
7. NOTICES
All notices or other communications to or upon either party shall be in writing delivered by first class, air mail, or facsimile,
dispatched to or given at the following addresses:
For the Affiliate Member:
______________________ For the Foundation:
Smith Williams Service Center Foundation,
______________________ c/o Eugene Butler
______________________ Smith Williams Service Center
______________________ Tallahassee, FL
In the event notices and statements required under this Agreement are sent by certified or registered mail by one party to
the party entitled thereto at its above address, they shall be deemed to have been given or made as of the date received.
8. RELATIONSHIP OF PARTIES
This Agreement does not create a partnership or joint venture. Neither the Foundation nor the Affiliate Member can bind
the other or create any relationship of principal or agent.
9. DISSOLUTION OF FOUNDATION; TERMINATION
The Foundation shall have the right, upon ninety (90) days prior written notice, to dissolve the Foundation, by terminating
all Foundation Affiliate Member and/or Director Membership Agreements.
10. DISCLAIMER OF WARRANTIES
THE FOUNDATION MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, WITH RESPECT
TO ANY SOFTWARE OR DOCUMENTATION PROVIDED OR MADE AVAILABLE TO THE AFFILIATE MEMBER,
INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE, OR THAT SOFTWARE AND DOCUMENTATION DOES NOT INFRINGE THE
PROPRIETARY RIGHTS OF THIRD PARTIES, INCLUDING PATENTS, COPYRIGHTS AND TRADE SECRETS. THE
AFFILIATE MEMBER AGREES THAT ALL SOFTWARE AND DOCUMENTATION SHALL BE ACCEPTED BY THE
AFFILIATE MEMBER "AS IS".
11. LIMITATION OF LIABILITY
IN NO EVENT SHALL FOUNDATION BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL
DAMAGES, INCLUDING LOST PROFITS, SUSTAINED OR INCURRED BY THE AFFILIATE MEMBER IN
CONNECTION WITH OR AS A RESULT OF ITS PARTICIPATION IN THE FOUNDATION OR UNDER THIS
AGREEMENT.
12. ASSIGNMENT
Neither this Agreement nor any rights hereunder, in whole or in part, are assignable by the Affiliate Member without the
prior written consent of the Foundation. Any attempt to assign the rights, duties, or obligations under this Agreement by
the Affiliate Member without such consent shall be a breach of this Agreement and shall be null and void.
13. ENTIRE AGREEMENT
This Agreement embodies the entire understanding between the Foundation and the Affiliate Member for the Affiliate
Member's participation in the Foundation, and cancels and supersedes any other agreements, oral or written, entered into
by the parties hereto as to its subject matter.
14. NO MODIFICATIONS
This Agreement may be amended only by a writing signed by the Foundation and the Affiliate Member.

15. GOVERNING LAW

This Agreement shall be deemed to have been entered into and shall be interpreted and governed in all respects by the
laws of the State of Florida, without regard to its conflicts of law rules and venue shall lie in Leon County, Florida.

16. LEGAL CONSTRUCTION

If any one or more of the provisions contained in this agreement shall for any reason be held to be invalid,
illegal, or unenforceable than such provision shall not affect any other provision thereof, and this agreement
shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.

Sponsorship & Affiliate Membership Agreement

1/7/2011
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered by their proper and
duly authorized officers as of the Effective Date.

AFFILIATE MEMBER FOUNDATION

By: By:

Name: Name:

Title: Title:

Date: Date:

Sponsorship & Affiliate Membership Agreement

1/7/2011
 Exhibit A
Prospective Affiliate Member Information

Name:
__________________________________________
Company Name:
__________________________________________
Street:
__________________________________________
City:
__________________________________________
State or ____________________________
Province: (For US and Canada residents only)

Zip/Postal Code:
_____________________________
Country:
_____________________________
Phone:
_____________________________
E-mail:
_____________________________
Fax:
_____________________________

Representatives Information
(Name and e-mail of person(s) who will be the point of contact between your organization and the Foundation)

Primary Representative Name

____________________________________
Primary Representative E-mail Address
____________________________________
Alternate Representative Name
____________________________________
Alternate Representative E-mail Address
____________________________________
Alternate Representative Name
____________________________________
Alternate Representative E-mail Address
____________________________________

Sponsorship & Affiliate Membership Agreement

1/7/2011
 Exhibit B

Sponsorship & Affiliate Membership Donations

BRONZE SILVER GOLD PLATINUM DIAMOND

BENEFITS $100 $300 $500 $1,500 $2,000 (min)
Listings in
newsletters,
website, and Y Y Y Y Y
event flyers.
Donor Board
Display Y Y Y Y Y
Event Special
Recognition Y Y Y Y Y
Weekday
meetings hours 10 hours 24 hours 20 hours 48 hours 80 hours
per year.
Weekend
meetings hours
24 hours 28 hours 32 hours
per year for
groups.
Placement of
marketing
material on
Bulleting Boards Y Y Y Y
and brochure
racks.
Shared name
recognition on
event Y Y Y
advertising
Event
Sponsorship Y Y Y
Name
recognition on Y Y
SWSC Marquee
Complimentary
Exhibit Y
Placement on
the calendar Fifth Fourth Third Second First
All group dates will be turned in by August 1, to be placed on the calendar for the following
October though September. Contact Daniel Dombrowski at: Address 2295 Pasco St.
Tallahassee Fl, 32310, daniel.dombrowski@talgov.com or phone 850/891-1860

Members should deliver a check for the Initial Fee to the address set forth in Paragraph 7 of this
Agreement. Members will receive a reminder for subsequent donations as annually.

Sponsorship & Affiliate Membership Agreement

1/7/2011