SPONSORSHIP AGREEMENT

DATE: ______

BETWEEN: ______(SPONSOR) and

The MS Bodybuilding Challenge (MSBC).

TERMS OF AGREEMENT:

1.  The MS Bodybuilding Challenge agrees to grant the sponsor the following sponsorship rights:

2.  Vertical placement of any advertising or acknowledgement will be determined by sponsorship level and the order in which sponsorship agreements are executed. MSBC offers no guarantees of the level of exposure of the sponsor advertising or acknowledgement. Sponsor understands that all corporate/business sponsors will share advertising space on the MSBC website with other sponsors.

3.  The sponsorship will be for the period beginning from the date accepted by The MS Bodybuilding Challenge until July 31, 2009. Any link on the MSBC website will remain active until that date provided the site it links to remains active and the content continues to meet MSBC acceptance standards.

4.  The sponsor agrees to provide:

All camera ready art and text, in the digital format acceptable to MSBC at the time, for advertisement placed on the MSBC website, T-shirts and/or any other printed materials used to acknowledge or promote sponsor. Sponsor will be given the opportunity to approve any image or text changes made by MSBC prior to website publication or any printing but MSBC reserves the right to alter advertisements or printed materials to fit promotional venue. Sponsor may request corrections due to mistakes or errors. No moving graphics or sound files will be allowed.

5.  In the event of a dispute arising that the parties themselves cannot resolve, the parties agree to refer the matter to an independent arbitrator appointed by mutual agreement.

6.  If the parties cannot agree on an arbitrator, or both parties do not agree with the decision of the arbitrator appointed, the agreement may be terminated in the following manner:

a.  If the breach is one that can be rectified, then the non-breaching party can request in writing that the breach be rectified in 30 days. If the breach is not rectified within that time, the non-breaching party may terminate the Agreement immediately;

b.  If the breach is one that cannot be rectified, the non-breaching party may terminate the Agreement by giving 30 days written notice of their intention to terminate.

c.  If either party goes into liquidation, is wound up, dissolved (except for the purpose of reconstruction or amalgamation), enters into a scheme of arrangement or is placed under official management or in receivership, the other party may terminate the Agreement by giving 30 days written notice of their intention to terminate under the clause.

d.  In the event of a termination under this Agreement, each party’s rights and liabilities will cease immediately but the termination shall not affect a party’s rights arising out of a breach of this agreement by the other party.

7.  Where one party is unable to carry out its obligations under this agreement due to circumstances beyond its control or which it could not have prevented, those obligations are suspended whilst those circumstances continue, provided the other party is notified and the first party uses its best endeavours to overcome the circumstances preventing its obligations from being carried out.

8.  MSBC reserves the right to not accept any advertisement, link, or sponsor for any reason. We do not accept any advertising or links to sites known to promote or that link any sites that promote hate, violence, racism, discrimination,, adult content, vulgar or obscene humor, propaganda, gambling, hacking activities, degradation, harm, slander, cult activity. We DO NOT accept sites that are, or that support or encourage activities of any Illegal nature.

9.  Each message, link, and ad submitted to our site will be reviewed before posting. In the event that MSBC does not approve of a newly submitted, unposted sponsor ad or link for which a payment was submitted, we will issue a 100% refund. If however, your site was approved and the destination site later changed or links added to other sites that are contrary to our acceptance standards, your link will be deleted from MSBC without refund. You will be notified and have an opportunity to modify your link destination site and request reinstatement for the duration of the current sponsorship period.

10.  You may request to have your ad removed from our site at any time; however, no refund will be issued.

11.  Each party shall indemnify the other against any claims arising from any breach of the agreement by either party.

12.  The terms and conditions of this agreement shall not be disclosed to any third parties without the prior written consent of both parties.

13.  The rights of either party under this agreement shall not be transferable or assignable either in whole or in part.

In witness whereof the parties hereto have executed this Agreement

effective this ______, 20

Signed:

______

Sponsor The MS Bodybuilding Challenge

______

Print name and title of Sponsor Representative Print name and title of MSBC Representative

Make check payable to The MS Bodybuilding Challenge and mail with your Sponsor Agreement to:

The MS Bodybuilding Challenge

32483 Temecula Parkway, Suite E112 #90

Temecula, CA, 92592

407.346.1241

www.themsbodybuildingchallenge.com

Email: