The Parties, intending to be legally bound, agree as follows:

1. Sponsor shall run, maintain, conduct, and administer a Promotion whereby it will make a donation to Charity for Hops for the Day Beer Campaign for one year from the day of the signing(the “Promotion Period”). Sponsor will donate to Charity as per the agreed donation structure. 
   

2. The “Promotion” will be conducted by Sponsor in the State of legal entity address of the brewery during the Promotional Period. Sponsor shall be solely responsible for, and shall indemnify Charity for, any and all state or federal sales tax. 
   

3. Contributions to Charity are tax-deductible to the fullest extent allowed by law. Hope For The Day® is a nonprofit organization, granted 501(c)(3) status by the Internal Revenue Service (I.R.S.). All donations should include the donor’s complete name, address, and amount and date of donation. Charity will provide appropriate acknowledgment as required by the current substantiation regulations of the I.R.S.  Donors should contact their personal financial advisor for guidance on their specific situation regarding the deductibility of contributions.
   

4. The sponsor will be responsible for all losses incurred by the Promotion. Charity will not be held responsible for such losses.
   

5. All public materials that mention the Promotion will accurately describe the terms of the offer and Charity’s mission, will include contact information for Charity, and must be approved in advance by Charity whose approval will not be unreasonably withheld or delayed.   The public materials will be specific to the party signing the contract. In the event that public materials containing Charity’s trademarks and phrases are used for non- the party signing the contract, those Sponsor agrees to make such donations for those the party signing the contract under the same terms as the party signing the contract and Hops for the Day. Charity may terminate this agreement, and any permission to use the other party’s name or marks, upon written notice to the other party if such other party, or anyone acting on such other party’s behalf, engages in any conduct which is criminal or would tend to damage the reputation of the terminating party. 
   

6. Licensee shall be permitted to use Charity’s trademarks and phrases “HOPE FOR THE DAY” and “IT’S OK NOT TO BE OK” (collectively, “Licensed Trademarks”) in public materials solely in conjunction with the Promotion and In-Market Promotion that are pre-approved by Charity. 
   

7. Licensee specifically understands and agrees that no rights are granted herein with respect to any trademark(s), logo(s), or copyright(s) owned by Licensor other than the Licensed Trademarks as expressly set forth herein.  Licensor reserves all rights not expressly conveyed to Licensee hereunder.  Licensee shall not use the Licensed Trademarks other than as permitted hereunder. Licensee shall in no way represent that it has any right, title, or interest in and to the Licensed Trademarks other than as expressly set forth in the Agreement.  Licensee shall not dispute or challenge or assist any other entity in disputing or challenging Licensor's rights in the Licensed Trademarks.
   

8. Licensee agrees to the terms and conditions in Schedule A, below.
   

9. The sponsor will provide Charity with the final donation payments within thirty (30) days after the end of the Promotion Period.  The payment will be accompanied by an accounting of the available results of the Promotion, including the number of units and a per-unit calculation of the amount of the donation, reported by a representative of Sponsor to be accurate. Charity shall have the right to review or audit the books and records of Sponsor relating to the Promotion to verify the accuracy of any payment(s).  Any such review or audit shall be conducted during regular business hours, upon reasonable prior notice, at the place where the relevant records are regularly kept, at Charity’s expense; provided that if the review or audit reveals an underpayment of more than 5%, Sponsor shall pay the reasonable costs of the review/audit in addition to the shortfall.
   

10. Charity and Sponsor understand that it is not possible to predict how many UNITS and/or POURS will be SOLD during the Promotion Period.
    

11. The Promotion will be subject to all applicable laws and any rules adopted pursuant thereto. Each party shall be responsible for complying, at its own expense, with all requirements imposed by law or regulation on it individually as a result of its role in the Promotion, including but not limited to any obligation to register, post bonds, or take other actions under state law as a charity or a commercial co-venturer.
    

12. The relationship between the Parties hereto is strictly that of Sponsor raising donations to the benefit of Charity. Nothing herein is intended to create a partnership or joint venture between the Parties. Neither Party is or may represent itself to be, an agent of the other and neither Party has any authority to bind the other in any capacity unless specifically set forth herein.
    

13. The charity agrees that all donations from Sponsor and all amounts earned by investing such donations (collectively, the “Donation”) shall be used by the Charity only for the Agreed Purpose. “Agreed Purpose” shall mean to fund programming to support mental health awareness and provide resources to support and address the stigma of mental health conversations in the craft beer industry.  The Charity agrees that any event or support in which the donation funds are used, the Charity shall acknowledge the support of Sponsor.  
    

14. This agreement is governed by the laws of the State of Illinois. 
    

15. Both Parties shall have the right to modify or terminate this Agreement upon written notice if, in either Parties good faith and reasonable judgment, the value of the partnership is materially diminished as a result of circumstances beyond either party’s reasonable control (including, without limitation, any pandemic or ongoing health crisis or other circumstance which is likely to materially derogate from the partnership or materially hinder the ability of either Party to provide any of the benefits set forth herein).
    

16. Each party will indemnify, defend and hold harmless the other party against any third-party claims and all resulting liabilities, losses, and costs (including reasonable attorneys' fees) arising out of: (a) any negligence, willful misconduct, or breach of this Agreement by the indemnifying party, and (b) the sale, use or advertising of any products or services of the indemnifying party.  Each party will give the other prompt notice of any such claim. The indemnifying party shall have the right to control the defense of the claim.  The indemnified party may participate in the defense at its own expense.
    

17. This Agreement may be executed in counterparts and transmitted electronically or by facsimile. Delivery of a digital .PDF of an executed copy of this Agreement will be effective to bind each executing party.