“SCMA” means the South Carolina Manufacturers Alliance. “Facility” means the location of the 2019 SCMA Golf Tournament (the “Golf Tournament”) named in this agreement (“Agreement”), specifically the Musgrove Mill Golf Club in Clinton, South Carolina. “Sponsor” means an individual or organization that sponsors the Golf Tournament. ASSIGNMENT: Sponsor shall not assign this Agreement in whole, or in part, without written notice to, and written approval from, SCMA. Such determination of approval or denial is in SCMA’s sole discretion. LIABILITY: This Agreement shall not constitute or be considered to form a partnership, employer-employee relationship, joint venture, or agency between SCMA and Sponsor. Sponsor hereby agrees to and does indemnify, hold harmless and defend SCMA, its agents and employees, from and against any and all liability, responsibility, loss, damage, cost, or expense of any kind whatsoever (including, but not limited to, cost, interest, and attorneys’ fees) which they may incur, suffer, be put to, pay, or be required to pay, incident to or arising directly or indirectly from any intentional or negligent act or omission by Sponsor or any of its representatives, agents, employees, servants, licensees, or invitees. Sponsor further agrees that SCMA, and its agents and employees, shall not be responsible in any way for: (i) damage, loss, or destruction of any property of Sponsor or (ii) injury to Sponsor or its representatives, agents, employees, licensees, or invitees. PAYMENT: Upon acceptance of Sponsor’s application by SCMA and payment in full by Sponsor, this Agreement shall be in full force and effect and Sponsor’s payment shall be non-refundable. FORCE MAJEURE: In the event the Facility or any part of the exhibit area thereof is unavailable, whether for the entire event or a portion of the event, as a result of fire, flood, tempest, inclement weather, or other such cause, or as a result of governmental intervention, malicious damage, acts of war, terrorism, strike, lock-out, labor dispute, riot, or other cause or agency over which SCMA has no control, or should SCMA decide, because of such cause, that it is necessary to cancel, postpone, or relocate the Golf Tournament, SCMA shall not be liable to indemnify or reimburse Sponsor in respect of any damages or loss, direct or indirect, arising as a result thereof. INTERPRETATION: Any and all matters, not specifically covered by the preceding terms and conditions of this Agreement, shall be subject to the decision of SCMA. SCMA shall have the full power to interpret and enforce the terms and conditions of this Agreement. Each Sponsor, for itself, its employees, agents, and business invitees, agrees to abide by the foregoing terms and conditions of this Agreement, and the referenced rules and regulations therein. APPLICABLE LAW AND FORUM: This Agreement shall be governed by the laws of the State of South Carolina. Sponsor agrees to abide by the rules and regulations of the Facility. Sponsor, SCMA, and all other parties agree that jurisdiction for any dispute resolution shall be South Carolina. ENTIRE UNDERSTANDING: This Agreement expresses the entire understanding and all agreements of the parties hereto with each other and supersedes all prior contemporaneous discussions of the parties, whether oral or written, and neither party hereto has made or shall be bound by any agreement or any warranty or representation to the other party which is not expressly set forth in this Agreement. By reviewing this Agreement and paying SCMA for the right to be a Sponsor at the Golf Tournament, confirms Sponsor agrees to be, and is authorized to bind Sponsor, to the terms and conditions of this Agreement. SEVERABILITY: In the event that any clause or provisions of this Agreement shall be held to be invalid by any court of competent jurisdiction, the invalidity of such clause or provision shall not affect any of the remaining provisions hereof. CONTACT INFORMATION: For further information, please email John Wall at wall@myscma.com or call (803) 799-9695.