SPONSORSHIP AGREEMENT

THIS SPONSORSHIP AGREEMENT (the “Agreement”) is made and entered into as of this day of
______________ 2021 the (“Effective Date”), by and between CueSports Academy, a
registered Australian Business [ABN: 7898 580 5314] having its principal place of business at Unit
2, 20 Spring Court, Morwell, Victoria, Australia, 3840 [“Promoter”] and [insert details]
[“Sponsor”] having its principal place of business at [insert details]. For purposes of this
Agreement, CSA and Sponsor may each be referred to individually as a “Party” and may be
collectively referred to as the “Parties.”
Recitals
WHEREAS, CueSports Academy [Promoter] is an independent business affiliate, for all Cue
Sports games and formats culminating in tournaments/events – under the CSA banner.
WHEREAS, Sponsor desires to become a sponsor of CSA tournaments/events as arranged
and CSA desires to grant Sponsor certain sponsorship rights, under the terms and conditions set
forth herein.
NOW, THEREFORE, in consideration of the mutual promises and obligations set forth
herein, the sufficiency of which is hereby acknowledged, the Parties agree as follows:
Agreement
1. Definitions.
(a) “Affiliate” means a person or entity that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with, a Party. The term
‘control’ means the possession of the power to direct the management and policies of the
person or entity, whether through ownership of voting securities, by contract or otherwise.
(b) “Agreement” has the meaning set forth in the initial paragraph.
(c) “Contract Year” means, for the first year of this Agreement, from [insert date] of the
year in which the Stadium is anticipated to open through [insert date] of the following year.
(d) “Deposit” has the meaning set forth in Section 5(b) of this Agreement,
(e) “Effective Date” has the meaning set forth in the initial paragraph.
(f) “CSA” has the meaning set forth in the initial paragraph.
(g) “Indemnitee” has the meaning set forth in Section 11(a) of this Agreement.
(h) “Lost Sponsorship Benefits” has the meaning set forth in Section 7(c) of this
Agreement.
(i) “Marks” means collectively the Team Marks and the Sponsor Marks.
(j) “No-Signage Event” has the meaning set forth in Section 3(c) of this Agreement.
(k) “Party” has the meaning set forth in the initial paragraph.
(l) “Product and Services Category “means flash data storage and/or video surveillance
products.
(m) “Scheduled Opening Date” has the meaning set forth in Section 7(a) of this
Agreement.
 (n) “CSA” has the meaning set forth in the Recitals.
(o) “Sponsor” has the meaning set forth in the initial paragraph.
(p) “Sponsor Marks” means those trademarks and services marks set forth in Schedule 3,
as may be updated by Sponsor from time to time, provided that in the event that Sponsor
changes its name, the cost of effectuating the change of such Sponsor Marks shall be borne by
Sponsor.
(q) “Sponsorship Fee” has the meaning set forth in Section 5(a) of this Agreement.
(r) “Sponsorship Rights” has the meaning set forth in Section 3(a) of this Agreement.
(s) “Team” has the meaning set forth in the Recitals.

2. Term.
(a) This Agreement shall commence on the “Effective Date” and shall continue for
[XX] Contract Years, unless terminated in accordance with the provisions of Section 6 of this
Agreement or extended by renewal by written agreement of the Parties in accordance with the
provisions of Section 13(o) of this Agreement (the “Term”).

3. Grant of Sponsorship Rights.

(a) From the commencement of the first Contract Year through the end of the Term, CSA
will provide (or cause to be provided) to Sponsor those sponsorship rights (“Sponsorship
Rights”) as set forth in Schedule 1 to this Agreement.
(b) License to Use Team Marks. From the commencement of the first Contract Event
through the end of the Term, CSA grants to Sponsor a limited license during the Term to
(a) advertise and promote the fact that Sponsor is an “official sponsor of CSA,”
(b) use, reproduce and display the Team Marks in connection with advertising and
promotion of Sponsor’s goods and services in the Product and Services Category, and
(c) promote Sponsor’s sponsorship, subject to the terms and conditions of use set forth herein.
(c) No-Signage Events. Sponsor acknowledges and agrees that CSA (directly or through its
appointed manager) may determine in its sole discretion that certain events at the HOST
VENUE from time to time (each referred to herein as a “No-Signage Event”), including, but not
limited to other Cue Sports championships/games/other events, may require that signage and
advertising be covered, obscured or temporarily removed during the event or may prohibit
signage or advertising for any party other than a sponsor of the event itself. Sponsor agrees
that it shall not be entitled to Sponsorship Rights, signage or other advertising benefits in or
around the HOST VENUE for a reasonable period before, during and after a No-Signage Event.
(d) Does Not Cover Other Professional Sports Teams. Sponsor acknowledges and agrees
that the Sponsorship Rights granted hereunder do not include any rights or benefits related to
or in connection with any other professional sports team that may, from time to time, play its
home games in the HOST VENUE. CSA and/or such other team shall have the right to grant
HOST VENUE-related rights and benefits to another sponsor within the Product and Services
Category with respect to such other team’s home games played at the HOST VENUE.
 (e) Grant of License by Sponsor. In order for CSA to fulfill its obligations hereunder,
Sponsor hereby grants to CSA a limited license during the Term to use, reproduce and display
the Sponsor Marks in connection with advertising and promotion of Sponsor and its
sponsorship.

4. Exclusivity.
(a) Exclusive Sponsor of the Team. CSA acknowledges and agrees that, except as otherwise
provided herein, the rights granted to Sponsor herein are exclusive to Sponsor within the
Product and Services Category with respect to CSA at the HOST VENUE. CSA shall not enter into
a sponsorship agreement with a party with respect to the Product and Services Category,
provided however, that CSA shall be permitted to enter into a sponsorship agreement with any
party that enters into a naming rights agreement with CSA for the HOST VENUE, provided that if
CSA enters into a naming rights agreement for the HOST VENUE with a party that is in the
Products and Services Category, Sponsor may immediately terminate this Agreement and
receive a pro-rated refund of any amounts paid by Sponsor for the unexpired Contract Year in
which the termination occurs.
(b) Ability to Seek Other Sponsorships. Sponsor acknowledges and agrees that,
notwithstanding the grant of exclusivity set forth in this Section 4, Team shall have the right to
solicit and enter into sponsorships with other parties that are not known primarily or
exclusively as suppliers or providers of any product or service within the Product and Services
Category. Without limiting Section 4(a) above, the Parties agree that *** are, at the Effective
Date, primarily or exclusively known as suppliers or providers in the Product and Services
Category. Accordingly, CSA shall not solicit or enter into sponsorships with such Parties.

5. Sponsorship Fee.
(a) Fee. In exchange for the Sponsorship Rights to be provided to Sponsor during each
Contract Year of this Agreement, Sponsor shall pay an annual fee (the “Sponsorship Fee”)
during each Contract Event. The Sponsorship Fee shall be _____________________ (kept open)
during each Contract Event.
(b) Deposit. Sponsor shall make a non-refundable deposit upon execution of this
Agreement of 50% (the “Deposit”), which shall be applied against the Sponsorship Fee for the
first Contract Event.
(c) Payment Schedule. The Sponsorship Fee shall be payable in two (2) equal installments
as agreed to of each Contract Event.
(d) Taxes. The Sponsor Fee is net of any commissions. Sponsor shall be liable for all
applicable taxes or charges, other than taxes or charges based solely on CSA’s net income.
(e) Cost of Materials. Unless otherwise agreed in writing, Promoter/Sponsor shall be solely
responsible for all costs and expenses incurred producing (including, without limitation, design,
production and installation) marketing materials, signage, and/or branding or entitlement, if
any (e.g., advertising copy, fixed signage, build-out of entitled club space, etc.), used in
connection with the Agreement. In the event Promoter/Sponsor terminates the Agreement
prior to expiration, Sponsor shall pay for the removal of its signage from the Stadium.
(f) Interest on Late Payments. Any payment required to be made by Sponsor hereunder
that is not paid within fifteen (15) days from the date such payment becomes due and owing
shall bear interest at an annual rate of fifteen percent (15%) per annum or, if lower, the
maximum allowed by law from the due date to the date payment is actually made. The right of
CSA to receive interest under this Section 5(f) shall be in addition to all other rights it may have
as a result of Sponsor’s failure to make payments when due.
(g) Business Back. Over the course of the Event, CSA shall purchase, at retail (measured by
the average price sold to other customers), and subject to the terms of such future purchase
agreements, *** of Sponsor’s products, services, and support.

6. Termination.
(a) Default. If either Party defaults in the performance of, or compliance with, any term or
condition of this Agreement, the other Party may terminate this Agreement by written notice.
Termination of this Agreement shall be effective thirty (30) days from the date of receipt of
such notice, unless, within thirty (30) days after receipt of such notice, the defaulting Party has
corrected the default or if such default is capable of correction, has taken timely and
reasonable steps to correct and will complete such correction within another thirty (30) days.
(b) Insolvency or Bankruptcy. If either Party files a petition in bankruptcy or is adjudicated
a bankrupt, or if a petition in bankruptcy is filed against a Party, or if a Party becomes insolvent,
makes an assignment for the benefit of its creditors or an arrangement pursuant to any
bankruptcy law, or if a Party discontinues its business or if a receiver is appointed for it or its
business, exclusivity under Section 4 shall terminate automatically and immediately and the
other Party shall have the right to terminate this Agreement effective upon giving of notice to
insolvent/bankrupt Party.
(c) Harmful Behavior. Either Party shall have the right to immediately terminate this
Agreement in the event the other Party, in such Party’s reasonable discretion, engages in illegal,
indecent, immoral, harmful or scandalous behavior or activities that may directly or indirectly
damage such Party’s reputation or goodwill or violates any rules or regulations of Team or the
National Football League or if this would otherwise violate League policy or directive.
(d) Event Naming. Sponsor shall have the right to immediately terminate this Agreement
as set forth in Section 4(b) above.
(e) Discontinuance of Use of Marks. Upon expiration or termination of this Agreement,
Sponsor shall immediately cease any new uses of all Team Marks, as well as any statements of
association with CSA, the Team and the HOST VENUE. Sponsor acknowledges that its failure to
cease the use of Team Marks at the termination or expiration of the Agreement will result in
immediate and irreparable harm to Team, CSA and *** to the rights of any subsequent sponsor.
Sponsor agrees that in the event of such failure to cease such use, CSA, and *** shall be
entitled to equitable relief by way of temporary and permanent injunctions and such other and
further relief as any court with jurisdiction may deem just and proper. Upon expiration or
termination of this Agreement, CSA shall immediately cease any new uses of all Sponsor Marks.
 (f) Termination Is Without Prejudice to Terminating Party’s Rights. Any termination of this
Agreement pursuant to this Section 6 shall be without prejudice to the terminating Party’s
rights and remedies available at law or equity.

7. Opening of HOST EVENT.

(a) Scheduled Opening Date. Sponsor acknowledges that the opening of the HOST EVENT is
scheduled for [insert date] (the “Scheduled Opening Date”). During the CSA calendar of events,
CSA expects to promote tournaments/events at HOST VENUE. Sponsor further acknowledges
that, due to the complexity of the HOST VENUE, the possibility exists that the opening of the
Event could occur after the Scheduled Opening Date. In the event that the opening of the HOST
VENUE occurs after the Scheduled Opening Date, then Sponsor agrees that its sole remedies
shall be as set forth in this Section 7.

8. Intellectual Property.
(a) Ownership of Marks. Nothing herein contained shall be construed as an assignment or
grant to Sponsor of any right, title or interest in or to the Team Marks, or in or to any copyright,
design patent or trademark thereto, beyond the grant of the licensing rights on the terms
herein specified. Sponsor hereby agrees that its every use of Team Marks shall inure to the
benefit of Team Companies and that Sponsor shall not at any time acquire any rights in Team
Marks by virtue of any use it may make of such marks. Likewise, nothing herein shall be
construed as an assignment or grant to CSA of any right, title or interest in or to the Sponsor
Marks, or in or to any copyright, design patent or trademark thereto, beyond the grant of the
licensing rights on the terms herein specified. CSA hereby agrees that its every use of the
Sponsor Marks shall inure to the benefit of Sponsor, and CSA shall not at any time acquire any
rights in Sponsor Marks by virtue of any use Team Companies may make of such marks.
Sponsor shall have no sub-license or pass-through rights. Sponsor agrees that it will not create
any trademark, logo or other intellectual property that is derived from or confusingly similar
with the Team Marks or that in any way indicates or implies a connection, affiliation,
endorsement, sponsorship or other relationship between Sponsor, or any product or service of
Sponsor, and the Team Companies, without the prior written approval of CSA.
(b) Notification of Infringement. Sponsor shall notify CSA of any infringement of the
trademark rights or copyright in the Team Marks, and to assist in any action, legal or otherwise,
necessary to protect such trademark rights or copyright, provided that all costs and expenses
related to such an action shall be the sole responsibility of CSA.
(c) Use According to Specifications. Sponsor agrees to use the Team Marks only in
accordance with the Team Companies’ specifications and guidelines as may be provided from
time to time. Sponsor’s materials shall be of high standard and superior quality and shall in no
manner reflect adversely on Team Companies or the HOST VENUE. The Team Companies agree
to use the Sponsor Marks only in accordance with Sponsor’s specifications and guidelines as
may be provided from time to time.
(d) Approval of Use of Marks. Sponsor shall submit to the Team Companies all advertising
or promotional materials related to this Agreement and involving Team Marks a minimum of
ten (10) days prior to the production of such materials. Sponsor need not receive specific
approval to release such advertising or promotional materials to the public. However, the Team
Companies shall have the right, at any time during the ten (10) day period, to object to any
advertising or promotional materials. Sponsor will not use the advertising or promotional
material if the Team Companies objects to advertising or promotional materials. The Team
Companies shall submit to Sponsor all materials related to this Agreement and involving
Sponsor Marks a minimum of ten (10) days prior to the production of such materials. The Team
Companies need not receive specific approval to release such advertising or promotional
materials to the public. However, Sponsor shall have the right, at any time during the ten (10)
day period, to object to any advertising or promotional materials. The Team Companies will not
use the advertising or promotional material if Sponsor objects to advertising or promotional
materials.
(e) Players and Coaches. With the exception of certain player licensing rights made
available to the Sponsor by the Team Companies pursuant to the Team’s rights under the CSA
Collective Bargaining Agreement [sponsored or otherwise], Sponsor acknowledges that this
Agreement does not grant it any rights with respect to the name, likeness, signature or other
attributes of any player, coach, or other employee of the Team. Sponsor shall be responsible for
securing whatever rights may be required for the use of such names, likenesses, signatures or
other attributes and may only do so with the prior written consent of the Team Companies.
Sponsor represents that it will not exercise the rights granted in this Agreement in any manner
that will imply Sponsor has obtained any such rights without separate written authorization
from the, appropriate player, coach or employee.
(f) No Contests Without Approval. Unless otherwise indicated in this Agreement, Sponsor
has no right to run contests, sweepstakes, or promotions in connection with Team Marks or the
Agreement or for the award of invitations, tickets or other benefits acquired by Sponsor under
the Agreement. In the event the Team Companies grant Sponsor the right to run a contest,
sweepstakes or promotion, then Sponsor shall comply with all applicable international, federal,
state and local laws, rules, regulations or orders applicable to any such activities and hereby
indemnifies the Team Companies and CSA from any failure to so comply.

9. Confidentiality. The Parties shall each keep confidential all provisions of this Agreement and
(unless required by international law or judicial process after making reasonable efforts to resist
disclosure, including without limitation he requirements of any securities exchange), shall not
disclose any of same to any third party (other than the Parties’ respective lenders or potential
lenders, and the agents, counsel,- and other representatives of the Parties, and such lenders)
without first obtaining the prior written consent of the other Party. The provisions of this
Section 9 shall survive the termination or expiration of this Agreement for any reason
Warranties and Representations.
(a) By CSA. CSA represents and warrants to Sponsor the following:
(i) CueSports Academy [CSA], a registered Australian Business [ABN: 7898 580 5314]
and is duly authorized to transact business internationally, with full power and authority to
enter into and fully perform its obligations under this Agreement. The execution and delivery of
this Agreement on behalf of CSA has been duly authorized, and no consent or approval of any
other person or entity is required for execution of and performance by CSA of this Agreement.
(ii) CSA is not a party to any existing agreement regarding the sponsorship or
promotion of or advertising relating to the HOST VENUE, which other agreement would conflict
with the provisions of this Agreement or otherwise impair any of the rights or other benefits
Sponsor is entitled to receive hereunder.
(iii) CSA has not granted any rights pertaining to the subject matter of this Agreement
to any party in a manner which would cause CSA to be in default under any such agreement or
which prevents CSA from granting the rights and licenses to Sponsor under this Agreement.
(iv) The execution, delivery and performance of this Agreement and the transactions
contemplated hereby (a) are within the authority of the Team Companies, and (b) do not
conflict with or result in any breach or contravention of any provision of applicable law or the
constitution, bylaws or other requirements of Cue Sports.
(v) There are no actions, suits, proceedings or investigations of any kind ending or
threatened against the Team Companies with respect to the transactions contemplated hereby.
(vi) The Team Companies own or otherwise have sufficient rights in and to the Team
Marks to grant the rights and licenses granted herein.
(b) By Sponsor. Sponsor represents and warrants to CSA the following:
(i) Sponsor is a corporation in good standing under the laws of the [insert
state/country] and is duly authorized to transact business in the [insert state/country] with full
power and authority to enter into and fully perform its obligations under this Agreement. The
execution and delivery of this Agreement on behalf of Sponsor has been duly authorized by
Sponsor and, no consent or approval of any other person or entity is required for execution of
and performance by Sponsor of this Agreement.
(ii) Neither this Agreement nor anything required to be done hereunder by Sponsor
violates any corporate charter, contract, or other document to which Sponsor is a party or by
which it is otherwise bound.
(iii) Sponsor has not granted any rights pertaining to the subject matter of this
Agreement to any party in a manner which would cause Sponsor to be in default under any
such agreement or which prevents Sponsor from entering into this Agreement.
(iv) The execution, delivery and performance of this Agreement and the transactions
contemplated hereby (a) are within the authority of Sponsor, and (b) do not conflict with or
result in any breach or contravention of any provision of applicable law.
(v) There are no actions, suits, proceedings or investigations of any kind ending or
threatened against Sponsor with respect to the transactions contemplated hereby.
 (vi) Sponsor is the sole owner of all right, title and interest in and to the Sponsor
Marks.

10. Indemnification and Insurance.

 (a) Indemnification. Sponsor hereby agrees to and does (a) waive any and all suits, actions,
claims, losses, demands, damages, liabilities, costs and reasonable expenses of every kind
(including consequential, incidental or punitive damages, or lost profits), including court costs
and reasonable attorneys’ fees (collectively, “Claims”) Sponsor may have now or in the future
against CSA, its Affiliates, and any of their respective officers, directors, employees, agents,
insurers, and assigns (collectively, the “Indemnitees”) for damage to or destruction of Sponsor’s
property, excepting only claims caused by the gross negligence or willful misconduct of an
Indemnitee; (b) fully compensate CSA, and their respective Affiliates (“Indemnitees”) for
damage to or destruction of their tangible property caused by, resulting from, or arising out of
Sponsor’s negligence or willful misconduct under this Agreement; (b) defend, indemnify,
protect and hold the Indemnitees harmless from and against any and all claims by Sponsor’s
officers, directors, employees, insurers, invitees, and agents for any personal injury or death or
any property damage, regardless of how caused, including claims caused in whole or in part by
the act, omission or negligence of an Indemnitee, excepting with respect to any Indemnitee
only claims caused by the negligence or willful misconduct of such Indemnitee, to the extent of
such negligence or willful misconduct, and (c) defend, indemnify, protect and hold harmless the
Indemnitees against any and all claims by third parties, including, without limitation, all costs,
liabilities, judgments, expenses, damages and reasonable attorneys’ fees, arising out of or in
connection with (i) any breach by Sponsor of any provision of the Agreement or any
representation or warranty made by it therein; (ii) the use of the Sponsor Marks displayed in
any advertising materials; (iii) any negligence or willful misconduct of Sponsor, its employees,
servants and agents hereunder or in respect hereto; and (iv) any event for which Sponsor is
credited with sponsorship or which is controlled or directed by Sponsor or anyone with whom
Sponsor has contracted to control or direct such activities. ***. Promptly after the receipt by an
indemnified party of notice of any claim, such indemnified party will, if a claim with respect
thereto is to be made against an indemnifying party, give such indemnifying party written
notice within a reasonable period of such asserted liability or commencement of such action or
proceeding. The indemnifying party shall have the right, at its option, to compromise, settle or
defend, at its own expense and with its own counsel, such claim; provided, however, such right
shall apply only to claims for monetary damages and not to claims for injunction or other
equitable relief, and provided further that no Party shall have the right to bind the other Party
under the terms of a settlement without the consent of such Party. If the indemnifying party
undertakes to compromise, settle or defend any such claim, it shall promptly notify the
indemnified party. The indemnified party shall cooperate reasonably with the indemnifying
party and its counsel, at the sole expense of the indemnifying party, in the compromise or
settlement of, or defense against, any such claim. All liability between the parties shall be
limited to the amounts received by CSA or paid by the Sponsor, whichever is lesser.
(b) Insurance. During the Term of this Agreement, *** shall, at no cost to the ***,
maintain (or cause to be maintained) the following insurance coverage with insurers;
commercial general liability insurance, including coverage for bodily injury, property damage,
personal and advertising injury, products/completed operations and contractual liability with a
minimum amount of ten million US Dollars (USD $10,000,000.00) for each occurrence. *** shall
furnish the other Party with a certificate of insurance evidencing such insurance coverage,
which shall further contain a provision that the policy or policies evidenced thereby shall not be
canceled or modified without thirty (30) days advance written notice.

11. Arbitration.
(a) Disputes Subject to Arbitration. Any dispute arising under or relating to this Agreement
shall be resolved exclusively by arbitration under the Commercial Arbitration Rules of the
International Arbitration, with the venue of any such arbitration proceeding to be in Singapore
or such other location as maybe agreed by the Parties.
(b) Arbitrator. The arbitrator for any dispute shall be selected according to the Commercial
Arbitration Rules of the International Arbitration,.
(c) Arbitration Award. The award rendered by the arbitrator shall be final, shall identify a
winning Party, and judgment may be entered upon the award in accordance with applicable law
in any court having jurisdiction thereof
(d) Expenses; Attorneys’ Fees and Costs. The fees and expenses of the arbitrators shall be
paid by the non-winning Party. In addition, the winning Party’s reasonable attorneys’ fees and
costs shall be paid by the non-winning Party.

12. Miscellaneous Provisions.

(a) Relationship of Parties. CSA and Sponsor shall at all times be independent contractors
with respect to each other, and this Agreement shall not constitute either as the agent, partner,
or legal representative of the other for any purpose whatsoever. From time to time during the
Term, each Party will designate an individual to serve as the primary liaison of such Party for
the day-to-day administration of this Agreement.
(b) Third Party Beneficiaries. This Agreement does not and is not intended to confer any
rights upon any person other than the Parties, except that it is expressly agreed that Team and
CSA are intended third party beneficiaries of Section 8.
(c) Compliance. This Agreement and the rights conferred herein are subject to (i) the
Constitution and Bylaws and all other rules and regulations of cue sports as they presently exist
and as they may, from time to time, be amended; (ii) the terms of any existing or future
contracts or agreement entered into by or a related entity relating to sponsorships, the
telecasting or radio broadcasting of CueSports events; (iii) any rule or regulation of the sport or
any agreement to which the sport is a party which restricts the visibility of signage within the
HOST VENUE during the events which are televised nationally; and (iv) any and all international
statutes and regulations of the respective host country, as may from time to time be in force.
(d) Waiver. The failure by either Party to exercise any right, power or option given to it by
this Agreement, or to insist upon strict compliance with the provisions of this Agreement, shall
not constitute a waiver of the provisions of this Agreement with respect to any other or
subsequent breach thereof, nor a waiver by such Party of its rights at any time thereafter to
require exact and strict compliance with all the provisions hereof. The rights or remedies under
this Agreement are cumulative to any other rights or remedies which may be granted by law.
(e) Notice. All notices, requests, or offers required or permitted to be made under this
Agreement shall be in writing and shall be deemed properly delivered on the earlier of actual
receipt or seven days after the date sent via registered post, by certified mail, return receipt
requested, or by recognized overnight delivery service with signature required, addressed as
follows:
 
Insert names of PROMOTER/SPONSOR
Severability. Should any provision of this Agreement be determined to be invalid for any
reason, such invalidity shall not affect the validity of any other provisions, which other
provisions shall remain in full force and effect as if this Agreement had been executed with the
invalid provision eliminated, and it is hereby declared the intention of the Parties that they
would have executed the other provisions of this Agreement without including therein any such
provisions which may for any reason be hereafter determined invalid.

This Agreement and the rights granted hereunder may not be assigned, sold, transferred,
pledged or exchanged by Sponsor by operation of law or otherwise without the prior written
consent of CSA, which consent shall be in CSA’s sole discretion; provided, however, that CSA
shall consent to an assignment to any entity that acquires Sponsor (or a substantial portion of
Sponsor’s assets) via merger, acquisition or other similar transaction so long as (i) such entity’s
sponsorship would not cause CSA to breach any existing agreement, (ii) Sponsor is not in
default under this Agreements, and (iii) such sponsorship shall not otherwise cause a breach
under this Agreement. ***. Sponsor shall have no right to assign any right granted hereunder to
use Team Marks, or any other Sponsorship Rights granted hereunder, to any third party, except
as otherwise explicitly set forth herein. The rights and obligations of CSA under this Agreement
may be assigned by CSA without the consent of Sponsor so long as the assignment shall be the
assignment of Team’s rights and obligations hereunder (i) as collateral security for financing
arrangements, (ii) to any Affiliate or successor entity, or (iii) to any purchaser of CSA’s interest.
The Agreement and all of the terms and provisions hereof will be binding upon and will inure to
the benefit of the Parties hereto and their respective successors and permitted assigns, upon
proper assignment where required.

(h) Force Majeure. Neither Party shall be liable for failure to comply with any of the terms
or conditions of this Agreement when such failure to comply has been caused by fire, war,
insurrection, labor disturbances, work stoppages, terrorism, government restrictions, natural
disasters, weather, or acts of God beyond the reasonable control of the Parties, provided the
Party so affected gives prompt notice to the other. In the event of a suspension or any
obligation by reason of this Section 13(h) which extends beyond one-hundred-and-eighty
(180) days, this Agreement shall be tolled.
(i) Unavailable Elements. Due to the nature of this Agreement, the rights granted may
become unavailable or become impossible to provide during the Term (each an “Unavailable
Element”). In such event, the Parties shall mutually and reasonably agree on a different “make
good” benefit or right that has substantially the same value as the Unavailable Element(s).
(j) Media Releases. Any media releases to be issued in connection with this Agreement
must be approved by the Parties, in writing, prior to their release.
(k) Headings. The Paragraph and Section headings in this Agreement are for convenience
only and shall not be used in the interpretation nor considered part of this Agreement.
 (l) Survival. The provisions set forth in Sections 9, 11, and 12 shall survive the expiration or
termination of this Agreement.
(m) Entire Agreement and Effect. This Agreement, including all Schedules and Exhibits,
constitutes the entire agreement and understanding between the Parties with respect to the
subject matter hereof and supersedes all prior agreements and understandings. All
representations and negotiations relative to the matters contemplated by this Agreement are
merged herein, and there are no contemporaneous understandings or agreements relating to
the matters set forth herein other than those incorporated herein.
(n) Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of Australia without regard to its conflict of laws provisions.
(o) Amendments/Modification. This Agreement may not be amended or modified except
by written document signed by both Parties.
(p) Execution In Counterpart. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original but all of which together shall
constitute one and the same instrument.
 SCHEDULE 1
SPONSORSHIP RIGHTS
During each Contract Event:
1. Designation. Sponsor will be permitted to use the designation of “The Official Data
Storage and Video CSA.”
2. Signage. Design, production and installation of all signage or other displays or branding
shall be subject to the mutual agreement of the Parties, and shall be paid for by Sponsor, as set
forth in Section 5(e) of this Agreement.
(a) Branded Areas. Sponsor shall receive exclusive branding and entitlement at the HOST
VENUE
(b) Exterior HOST VENUE Signage. Sponsor shall be permitted to display outside the HOST
VENUE a three-dimensional metal lettered sign with a translucent face, internally illuminated by
LED…………………..
(c) Interior HOST VENUE Signage. Sponsor shall be permitted to display in HOST VENUE
(i) a prominent digital rotational sign .
(d) Digital Signage. Sponsor shall receive *** thirty-second (:30) advertisements on the
HOST VENUE
3. Event day Activation.
(a) Display Booth. Sponsor shall receive booth space for an interactive showcase in an area
for fan activity.
(b) In-Game Fan Promotion. Sponsor and CSA shall agree on presenting sponsorship of a
promotion for each Contract EVENT (by way of example only, “fan of the game” receives a
coupon for food and beverage and feature them on the scoreboard).
(c) In-Game Scoreboard Feature. Sponsor and CSA shall agree on a presenting sponsorship
of a fan-engagement or cue action feature (by way of example only, instant replays or messages
to “make noise”) for each sponsored player.
(d) Presenting Sponsorship. Sponsor shall be named the “presenting sponsor” and such
home game shall be given a similar theme or be located in a similar part of the calendar each
Contract Event.
4. Media. The following media assets shall he provided, subject to review by the Parties,
based on then-existing media and Sponsor needs:
(a) Television.
(i) *** shall be played during all team-controlled television broadcast of CSA events.
(ii) *** shall be played in each Post game Live (or similar highlights show).
(iv) *** shall be played in each “Press Pass” or similar television show episode
(b) Radio/TV. The Sponsor “commercials” may be played on regular programming:
(i) *** on CSA shoulder programming;
(ii) *** on pre-event radio broadcast;
(iii) *** on game radio broadcast;
 (iv) *** on game TV broadcast ;
(v) *** shall be entitled with Sponsor’s name (etc.);
(vi) *** on local station and affiliate network; and
(c) Print. Sponsor shall receive:
(i) *** in each issue of the event day (or similar program), a minimum of NNN
mentions;
(ii) *** in the annual CSA calendar;
(iii} Sponsor’s logo will appear on the front of the brochure associated with the
aforementioned presenting sponsorship of the prevalent/current event.
(d) Online and Social Media. Sponsor and CSA shall develop a package of advertising and
sponsored content on the CSA’s website, emails and social media (by way of example, Twitter,
Facebook, and/or YouTube).
5. Hospitality.
(a) Luxury Suite. Subject to execution of the standard executive suite license agreement
with CSA (“Suite License Agreement”), Sponsor will receive accommodation located in suite at
the HOST VENUE – hotel a event-long food and beverage credit. Sponsor shall have the
opportunity to purchase additional suite/rooms that it wishes at agreed to rates with the
accommodation in question.
(b) CSA Events. Sponsor shall receive the following seating at the HOST VENUE.
6. Additional Events and Marketing.
(a) Database Marketing and Business to Business Opportunities. CSA shall provide a list of
participants, and shall permit Sponsor to direct market to such list(s)
(b) Corporate Events. Right to host at least
breakfast/lunch/dinner/drinks/conferences/other events/ceremonies/parties with a mutually
determined food and beverage credit, staffing credits (for planning, execution and security) and
a gift for guests, with such credits dependent on the number of events held.
(c) Team Marketing Events. Sponsor shall receive VIP invitations to marketing events
throughout the CSA calendar of events. In addition, Sponsor shall receive an invitation to an
CSA event or equivalent sponsor appreciation event. Further, Sponsor shall have the
opportunity to utilize a display booth at one day of/or equivalent events.
(d) Appearances.
(i) CSA team Appearance. CSA shall schedule a time that is reasonably convenient for
the CSA team
(ii) Current Player Appearances. CSA shall assist Sponsor in securing active players
directly for such appearances.
(iii) Mascot/TITLE Appearances. CSA shall schedule *** Team mascot appearances
upon reasonable, advance request for Sponsor events.
 (e) Merchandise Credit. Sponsor shall receive ***, worth, measured at retail price, of CSA
merchandise upon request. Sponsor may send requests for any merchandise available.
(f) Autographed Memorabilia. Sponsor shall receive ***. Such autographs shall be signed
by players who are members of the Team’s active roster and CSA shall make reasonable efforts
to accommodate Sponsor’s requests for specific players.
7. Community Relations. Sponsor will receive a presenting or integrative sponsorship of
*** community program foundation event
 
 
SCHEDULE 2
Sponsors Name/MARKS
 
SCHEDULE 3
SPONSOR MARKS
[Please insert logo here.]
SCHEDULE 4
RENDERINGS OF SPONSORSHIP RIGHTS
The attached renderings represent the Parties’ current expectations of development of
Sponsor’s branded areas, as described in detail on Schedule 1. Sponsor acknowledges that all
signage is subject to CSA approvals and construction/engineering alterations.