How to Review a Sponsorship Agreement: A Clause-by-Clause Checklist

How to review a sponsorship agreement, quickly Reviewing a sponsorship agreement means reading it from the side that can lose money. A sponsor's risk is paying and not getting the exposure. An organiser's risk is promising more than the event can deliver and being locked out of other sponsors. Read every clause asking one question: if this goes wrong, who pays, and is that written down? Work through the clauses below in order. For each, there is what to check and the red flag that should stop you signing. ## Clause-by-clause checklist 1. Parties and authority. Check that each party is named by full legal entity, not brand. Confirm the organiser actually controls the event rights it is licensing. Red flag: the counterparty is a brand name or an individual with no entity behind the promises. 2. The property and dates. The event, venue and dates must be defined. Red flag: "to be confirmed" dates with no right to refund if they slip. 3. Fee and payment schedule. Amounts, tranches, due dates, GST treatment and TDS should all be explicit. Red flag: the full fee is due up front before any deliverable, with no milestone link. 4. Deliverables (the heart of the deal). Every benefit should be measurable: number of posts, logo size and placement, booth size, passes, speaking slot, email sends, with deadlines in a schedule. Red flag: words like "prominent", "reasonable" or "appropriate" branding with no numbers. If you cannot measure it, you cannot enforce it. 5. Exclusivity. If you paid for category exclusivity, the category must be named and tight, and the organiser must be barred from signing competitors for the term. Red flag (sponsor): no exclusivity despite a title fee. Red flag (organiser): exclusivity written so wide it blocks unrelated sponsors. 6. Approval rights. You should approve how your brand is used before anything goes public, within a stated turnaround. Red flag: the other side can use your marks without sign-off. 7. Intellectual property. Each party keeps its own marks and grants only a limited licence to perform the deal. Goodwill accrues to the owner. Red flag: a licence that outlives the term, or an assignment of your marks. 8. Cancellation and refunds. There must be a clear path for cancellation within the organiser's control (pro-rata refund) and for force majeure (reschedule, then refund formula). Red flag: no refund of any kind if the event does not happen. 9. Force majeure. Should list the triggers and say what happens (suspend, reschedule, refund). Red flag: force majeure excuses the organiser entirely while the sponsor's fee is non-refundable. 10. Indemnity and liability cap. Each party should indemnify for its own content and negligence, and liability should be capped (often at the fee) with no indirect loss. Red flag: an uncapped indemnity, or a one-way indemnity that only protects the other side. 11. Termination. Notice period, cure period and the financial effect of termination should be stated. Red flag: the other side can terminate for convenience but you cannot, with your fee retained. 12. Governing law and disputes. Seat, forum and mechanism (arbitration or courts) should be clear and practical for you. Red flag: a foreign seat that makes any dispute uneconomic to pursue. ## Red flags at a glance | Red flag | Why it bites | Fix |

|---|---|---| | "Prominent branding" with no numbers | Unenforceable; you get what they decide | Put measurable specs in a signed schedule | | Full fee due before any deliverable | You carry all the risk | Tie tranches to milestones | | No force majeure refund path | Repeat of 2020-style losses | Reschedule-then-refund formula | | Uncapped or one-way indemnity | Open-ended exposure | Mutual indemnity, cap at the fee | | Exclusivity vague or missing | You pay a premium for nothing, or block too much | Name the category precisely | | Brand used without your approval | Off-brand or risky association | Prior written approval, fixed turnaround | ## Jurisdiction notes Stamp duty on the agreement varies by Indian state, and GST plus reverse charge can apply to sponsorship, so confirm the tax and stamping position before signing. Outside India (UK, IE, SG, AU, US), consumer-protection, advertising-standards and tax rules differ, so where an obligation depends on local law, treat it as varying by jurisdiction and check locally. ## Review it from both sides A sponsorship contract is only balanced if it survives being read from the other seat. If you are the sponsor, read it once as the organiser: are your deadlines for supplying assets and approving creative realistic, or have you promised to turn things around in a day? If you are the organiser, read it once as the sponsor: have you actually committed to measurable value, or to adjectives? The clauses most people skim, asset deadlines, approval turnaround and the definition of "delivered", are exactly the ones that decide whether a refund is owed later, so give them a second, slower pass. ## A final pre-signature pass Read the deliverables schedule and the cancellation clause together one last time. Ask: if the event is half the size promised, what do I get back, and by when do I know? If the contract answers that clearly, it is probably safe to sign. If it does not, that is your negotiation. Keep the signed deliverables schedule where both sides can find it, because at reconciliation time that document, not anyone's memory, is what settles the argument. This page is general information for India and other common-law jurisdictions, not legal advice. Contract law and stamp duty vary by jurisdiction, and a specific deal may need a qualified lawyer. ## Where a contract workspace helps Everything above is manual work: you started from a template, read every clause for the one that bites, tried to remember a renewal or a filing date, and kept track of who approved what. When you sign a few contracts a year, a careful person with a checklist can do this. When you sign hundreds, across teams, the gaps are where the risk hides. That same loop can live in one AI contract workspace tuned to how your company actually contracts. You draft from your own patterns, see each clause marked favourable, neutral or unfavourable to you, edit clauses in plain English, and keep a live timeline of versions, obligations and dates in one place rather than across inboxes and folders. Adira is built that way, India-first and global-capable. The point is not the tool; it is that the drafting, the review and the tracking you just did by hand do not have to stay scattered.