Drafting a Naming Rights Agreement

Note: Links to our free templates are at the bottom of this long guide.
Also note: This is not legal advice

Introduction

Naming rights agreements form the foundation of a successful business relationship between two parties, where one grants the other the right to use their name in exchange for financial, promotional, or other benefits. These agreements are usually long-term contracts that can last for many years or even decades and offer lucrative benefits for both parties. For companies granting the agreement, it provides a great opportunity to gain visibility and brand recognition by having their name associated with an event or venue. They may also be able to negotiate a percentage of ticket or merchandise sales as part of their deal. The entity granting the agreement stands to benefit from these financial and promotional benefits as well as any additional funds they negotiate for improvements to their venue or team. On top of that, these agreements can have broader positive impacts on local communities - increased visibility and recognition can lead to more people attending events in turn leading to more money being spent in local economies creating jobs.

Drafting an effective naming rights agreement requires an understanding of what each party is looking for in order to make sure they’re getting the best possible deal. Genie AI is here to help - we provide step-by-step guidance on drafting your own documents as well as access to our community template library which contains millions of datapoints teaching Genie’s AI what a market-standard naming rights agreement looks like so you can draft and customize high quality legal documents without paying a lawyer’s fees. Thanks for reading this article about drafting naming rights agreements - please read on below if you want access our template library today!

Definitions

Contacting the sponsor: Making contact with a potential sponsor in order to discuss the agreement.
Obtaining the necessary documents: Gaining access to any relevant paperwork, such as articles of incorporation and a tax ID number.
Outlining the responsibilities of each party: Clearly setting out the obligations of each party, such as payments, promotional materials, and access to facilities.
Specifying the goals of the agreement: Defining the desired outcomes or metrics of the agreement, such as exposure or revenue.
Discussing the timeline of the agreement: Talking about the length of the agreement and any extension or renewal options.
Deciding on any conditions that could lead to an extension or renewal: Establishing criteria that could lead to a longer agreement, such as attendance numbers or revenue generated.
Calculating the total amount of the agreement: Determining the total cost of the agreement, including payments, fees, and any other costs.
Setting the payment schedule: Specifying when payments are due and any late fees or other penalties.
Establishing the rights of the sponsor: Giving the sponsor access to the business’s name or logo in promotional materials, access to facilities, and access to any other services or benefits.
Establishing the rights of the business: Granting the business access to the sponsor’s name or logo in promotional materials, access to any services or benefits, and any other rights.
Discussing the marketing and promotional requirements of the agreement: Talking about any specific requirements for using the business’s name or logo in promotional materials, any promotional materials that must be provided by the sponsor, and any other promotional or marketing requirements.
Determining the responsibilities of each party for meeting these requirements: Deciding which party is responsible for providing the promotional materials, when they must be provided, and any other details associated with the marketing or promotional requirements.
Identifying any potential risks or issues associated with the agreement: Recognizing any legal or regulatory issues, as well as any issues that could arise due to changes in the market or in the relationship between the parties.
Discussing any contingency plans or alternatives: Exploring potential solutions or changes to the agreement in case any of the risks or issues identified do arise.
Researching any relevant laws or regulations: Investigating any laws related to the specific industry or location of the agreement, as well as any laws related to the specific type of agreement.
Consulting a lawyer to ensure that the agreement is legally binding: Asking a lawyer to review the agreement and make any necessary changes or additions in order to guarantee the agreement is legally binding.
Writing the agreement: Composing the agreement in a clear and concise manner.
Reviewing the agreement with both parties: Examining the agreement with both parties in order to ensure that all of the details are understood and agreed upon.
Obtaining sign-off from both parties: Getting each party to sign the agreement and providing copies of the signed agreement to each party.
Signing and dating the agreement: Signing and dating the agreement to make it legally binding.
Making copies for each party: Copying the agreement for each party so they have a copy of the agreement.
Filing the agreement with the appropriate authorities (if necessary): Submitting the agreement to the relevant government agencies, or to any other authorities that may be applicable.

Contents

1. Identifying the parties involved in the agreement
2. Contacting the sponsor
3. Obtaining the necessary documents (e.g., articles of incorporation, tax ID number)
4. Defining the scope of the agreement
5. Outlining the responsibilities of each party
6. Specifying the goals of the agreement
7. Agreeing upon the length of the agreement and any renewal or extension options
8. Discussing the timeline of the agreement
9. Deciding on any conditions that could lead to an extension or renewal
10. Establishing the financial obligations of each party and the payment schedule
11. Calculating the total amount of the agreement
12. Setting the payment schedule
13. Determining the rights and privileges of the sponsor and the rights of the business
14. Establishing the rights of the sponsor
15. Establishing the rights of the business
16. Establishing any marketing or promotional requirements and obligations
17. Discussing the marketing and promotional requirements of the agreement
18. Determining the responsibilities of each party for meeting these requirements
19. Addressing any special circumstances or considerations that may arise
20. Identifying any potential risks or issues associated with the agreement
21. Discussing any contingency plans or alternatives
22. Including any legal clauses or provisions necessary to protect the interests of both parties
23. Researching any relevant laws or regulations
24. Consulting a lawyer to ensure that the agreement is legally binding
25. Drafting the agreement and having it reviewed and/or approved by both parties
26. Writing the agreement
27. Reviewing the agreement with both parties
28. Obtaining sign-off from both parties
29. Finalizing the agreement
30. Signing and dating the agreement
31. Making copies for each party
32. Filing the agreement with the appropriate authorities (if necessary)

Get started

Identifying the parties involved in the agreement

• Research different parties who may be interested in sponsoring the naming rights
• Make a list of potential sponsors to contact
• Identify the decision makers within each potential sponsor organization
• Establish a relationship with the potential sponsors
• Once you have a good understanding of the potential sponsors and their decision makers, you can move on to the next step: contacting the sponsor.

Contacting the sponsor

• Research potential sponsors that are a good match for the agreement
• Contact the potential sponsor to discuss the agreement, including the benefits for the sponsor, the rights and obligations of the parties, and the duration of the agreement
• Negotiate the terms of the agreement to ensure both parties are satisfied
• Draft a term sheet outlining the key points of the agreement
• Once both parties have agreed to the terms, you can check this step off your list and move on to the next step.

Obtaining the necessary documents (e.g., articles of incorporation, tax ID number)

• Contact the sponsor to receive their articles of incorporation and tax ID number
• Make sure the documents are up-to-date and valid
• Review the documents to ensure they meet the requirements of the naming rights agreement
• File the documents with the appropriate governing authority
• When all of the documents have been obtained and reviewed, you can move on to defining the scope of the agreement.

Defining the scope of the agreement

• Determine the duration of the agreement
• Define the scope of the agreement in detail, including what rights and privileges the parties have
• Address any exclusivity clauses and restrictions, including those for other sponsors
• Describe the expected performance of both parties
• Outline payment and renewal terms

When you have determined the duration of the agreement, defined the scope of the agreement in detail, addressed any exclusivity clauses and restrictions, described the expected performance of both parties, and outlined payment and renewal terms, you can check this off your list and move on to the next step.

Outlining the responsibilities of each party

• Identify each party’s responsibilities for the duration of the agreement
• Set expectations for the legal obligations of each party
• Determine which party is responsible for the use of the naming rights
• Specify the duration of the agreement
• Outline the expectations for the use of the naming rights
• Agree on any additional responsibilities of either party
• Allocate responsibilities for the payment of fees

You can check this step off your list when you have identified each party’s responsibilities and set expectations for the legal obligations of each party.

Specifying the goals of the agreement

• Clearly define the goals of the agreement that the parties have agreed to, such as the duration of the agreement and the amount of payment
• Ensure that both parties have a clear understanding of the expectations and requirements of the agreement
• Consider additional goals, such as the marketing and promotional opportunities that each party will gain from the agreement
• Outline any additional goals, such as the type of merchandise that the naming rights partner can produce or any additional funding or resources that the naming rights partner will provide
• Ensure that the goals are reasonable and that both parties agree to them
• Once all goals are outlined and agreed upon, both parties can sign the agreement and the naming rights agreement will be in effect.

Agreeing upon the length of the agreement and any renewal or extension options

• Establish an initial length of the agreement, such as one year, two years, etc.
• Consider any options for renewals or extensions of the agreement and set the length of such renewals or extensions.
• Negotiate the terms of the agreement and document such terms in the agreement.
• When both parties have agreed to the terms of the agreement, sign the agreement and exchange the signed agreement and any other documents necessary to formalize the agreement.

Once you have negotiated the length of the agreement and any renewal or extension options and both parties have signed the agreement, you can move on to the next step of discussing the timeline of the agreement.

Discussing the timeline of the agreement

• Discuss the timeline of the agreement with the other party, including the start date and the end date
• Agree on any renewal or extension options that may be available
• Decide on the length of time between each renewal or extension option
• Come to a consensus on any conditions that could lead to an extension or renewal
• Finalize the timeline of the agreement and make sure both parties understand the terms
• Document the timeline of the agreement in writing and both parties sign it
• Once both parties have signed the agreement and the timeline has been finalized, you can move on to the next step.

Deciding on any conditions that could lead to an extension or renewal

• Consider whether the agreement should include any conditions that could lead to an extension or renewal
• Discuss the proposed conditions with the other party and agree on any that should be included in the agreement
• Draft the terms of the extension or renewal in the agreement, including any conditions that should be met
• Ensure that both parties understand and agree to the terms of the extension or renewal
• Finalize the agreement and sign it when both parties are satisfied with the extension or renewal terms
• Check this step off the list and move on to the next step of establishing the financial obligations of each party and the payment schedule.

Establishing the financial obligations of each party and the payment schedule

• Determine the financial obligations of each party - what will each party be responsible for paying and how much?
• Agree on a payment schedule that works for both parties - when and how will payments be made?
• Include any special agreement or clauses in the payment schedule - is there a clause related to late payments or extra fees?
• Make sure to include in the agreement any special circumstances or exceptions to the payment schedule - for example, if the agreement is contingent upon a certain event occurring or has a set expiration date.
• Create a detailed timeline for the payment schedule that includes dates and amounts.
• Have each party sign off on the payment schedule and timeline.

When you can check this off your list and move on to the next step:

• Once you have determined the financial obligations of each party, agreed on a payment schedule and timeline, and have each party sign off on the payment schedule, you can move on to calculating the total amount of the agreement.

Calculating the total amount of the agreement

• Calculate the total amount of the agreement by adding all of the financial obligations of each party.
• Consider other factors such as length of the agreement, additional payment obligations, and any other additional costs.
• Make sure to factor in any applicable taxes and/or fees.
• Once you have calculated the total amount of the agreement, you can check this step off your list and move on to setting the payment schedule.

Setting the payment schedule

• Consider the payment schedule options that are available to both the sponsor and the business
• Identify the payment terms that work best for both parties, such as annual or monthly payments
• Document the payment schedule in the agreement, including the schedule of payments, payment amounts, and payment dates
• Make sure that the payment terms are clear and concise, and include any consequences for late payments
• When all of the payment terms have been included in the agreement and both parties have signed off on them, then you can move on to the next step of determining the rights and privileges of the sponsor and the rights of the business.

Determining the rights and privileges of the sponsor and the rights of the business

• Identify which rights and privileges the sponsor will receive in exchange for the payment
• Outline the rights of the business, such as the right to use the sponsor’s logo and name in promotional materials
• Decide the timeframe for which the sponsor’s rights and privileges will be valid
• Establish the level of public visibility and promotion the sponsor will receive
• Determine how long the agreement will be in effect
• When all rights and privileges have been established, the agreement should be signed by both parties

Once all the rights and privileges have been established and agreed upon by both parties, this step can be considered complete and the agreement can be signed.

Establishing the rights of the sponsor

• Outline the rights of the sponsor, such as exclusive use of the business’ name, logo and/or other intellectual property in marketing and promotion materials
• Specify the duration of the agreement and the ability to renew or end the agreement
• Set the limits of the sponsor’s access to the business’ premises, staff, and any other business resources
• Set the conditions under which the sponsor can terminate the agreement
• Set the conditions under which the business can terminate the agreement

Check off this step when all rights of the sponsor have been clearly outlined and agreed upon.

Establishing the rights of the business

• Identify which areas of the business the sponsor will have rights to
• Identify what rights the sponsor will have with regard to the business name, logo, and other associated marks
• Specify the duration of the agreement and any renewal terms
• Include any exclusivity agreements that the sponsor may have
• Specify any geographic limitations of the agreement
• Outline any additional rights that the sponsor may have

Once all of the rights of the business have been established and included in the agreement, you can move on to the next step in the process.

Establishing any marketing or promotional requirements and obligations

• Determine any specific marketing and/or promotional requirements
• Agree on the terms of how the business is to be promoted, for example:
• The duration of the promotion
• The platforms and mediums used for promotion
• Any specific content requirements
• Outline any restrictions on how the business can be promoted
• Draft the agreement to include all agreed upon marketing and promotional requirements
• When all parties have agreed on the marketing and promotional requirements and they have been included in the agreement, this step is complete.

Discussing the marketing and promotional requirements of the agreement

• Discuss the marketing and promotional requirements with the company offering the naming rights and determine what they expect from the agreement.
• This includes discussing any tangible benefits or marketing opportunities that the company may be able to provide as part of the agreement.
• Set out a timeline for when the marketing and promotional requirements need to be fulfilled.
• Once the marketing and promotional requirements have been discussed and agreed upon, confirm in writing.
• This step is complete when all the marketing and promotional requirements have been discussed and agreed upon and the timeline for fulfilling them has been set.

Determining the responsibilities of each party for meeting these requirements

• Review the marketing and promotional requirements discussed in the previous step, and identify which party is responsible for fulfilling each requirement.
• Ensure that any requirements that may require a financial commitment from either party are detailed and agreed upon.
• Discuss the possibility of a contingency plan in case one of the parties is unable to fulfill their duties.
• Outline any potential risks associated with each party’s duties and responsibilities.
• Finalize and document the responsibilities of each party for meeting the marketing and promotional requirements.
• Both parties should sign and date the agreement with the finalized details.

How you’ll know when you can check this off your list and move on to the next step:

• You will know you have completed this step when you have finalized the responsibilities of each party for meeting the marketing and promotional requirements, and both parties have signed and dated the agreement.

Addressing any special circumstances or considerations that may arise

• Identify any unique factors that may affect the agreement, such as the naming rights location or duration
• Research any relevant legal or regulatory issues that may require special attention
• Consider any potential changes to the agreement based on the findings
• Outline any additional provisions or conditions that may be necessary
• When you have addressed all potential special circumstances or considerations, you can proceed to the next step.

Identifying any potential risks or issues associated with the agreement

• Review the proposed agreement for any potential risks or issues
• Identify any clauses that may leave either party open to potential liability
• Consider any foreseeable circumstances or events that may affect the agreement
• Review any other relevant legal documents to ensure they are consistent with the agreement
• Make sure the terms of the agreement are clear and not open to misinterpretation
• Once you have identified and addressed any potential risks or issues, you can move on to the next step.

Discussing any contingency plans or alternatives

• Discuss the potential risks, issues, and contingencies associated with the agreement
• Identify and analyze the most feasible contingency plans and alternatives that could be employed
• Consider the impact of the contingency plans and alternatives on both parties
• Decide which contingency plans and alternatives should be included in the agreement
• Create an outline of the contingency plans and alternatives that should be included in the agreement
• Once a complete outline of the contingency plans and alternatives is drafted, you can move onto the next step.

Including any legal clauses or provisions necessary to protect the interests of both parties

• Research applicable laws and regulations in the jurisdiction of your agreement.
• Consider the length of the agreement, the rights of the parties, and any potential risks or liabilities.
• Draft appropriate clauses and provisions to protect the interests of both parties.
• Ensure that any contingent clauses or provisions are outlined clearly in the agreement.
• Have a qualified legal professional review and provide advice on the agreement.

How you’ll know when you can check this off your list and move on to the next step:

• You can check this off your list when you have drafted the necessary clauses and provisions to protect the interests of both parties, and have had a qualified legal professional review the agreement.

Researching any relevant laws or regulations

• Identify any federal, state, and local laws, regulations, and ordinances that may apply to the contract
• Research the legal requirements of any governing bodies that may have jurisdiction over the agreement
• Make sure to include any specific requirements in the agreement to ensure that it is legally compliant
• When you have a comprehensive understanding of the legal requirements and have incorporated them into the agreement, you can check this step off your list and move on to the next step.

Consulting a lawyer to ensure that the agreement is legally binding

• Contact a lawyer who specializes in naming rights agreements and discuss the agreement’s details.
• Determine the lawyer’s fees and the timeline in which the agreement should be completed.
• Provide the lawyer with necessary documents, such as the full text of the agreement, any relevant laws or regulations, and any other relevant materials.
• Work with the lawyer to review and revise the agreement as needed.
• Have the lawyer ensure that the agreement is legally binding and compliant with all applicable laws and regulations.
• Once the agreement has been finalized and reviewed by the lawyer, you can check this step off your list and move on to drafting the agreement and having it reviewed and approved by both parties.

Drafting the agreement and having it reviewed and/or approved by both parties

• Consult with both parties to determine the terms of the agreement
• Draft the agreement to reflect the terms both parties have agreed to
• Have the agreement reviewed and/or approved by both parties
• Make any necessary changes to the agreement based on feedback
• Finalize the agreement and ensure that it is legally binding
• Once both parties have agreed to the terms of the agreement and it has been reviewed and/or approved, the step is complete and you can move on to the next step.

Writing the agreement

• Put the agreement in writing, detailing the specific rights, duties, and responsibilities of each party
• Incorporate all the discussion points and agreed-upon elements into the document
• Specify the duration of the agreement and any renewal provisions
• Include a section explaining the terms of termination of the agreement
• Describe the remedies available in the event of a breach of the agreement
• Include a statement of the governing law
• Include a section for the signatures of both parties
• Get the agreement notarized
• Once all of the above is complete, you have successfully written the agreement and can now move on to the next step.

Reviewing the agreement with both parties

• Contact the parties involved to discuss the agreement and ensure that all parties understand the terms of the agreement
• Identify and discuss any areas of disagreement or confusion
• Make any necessary revisions to the agreement based on the discussion
• Ask both parties to review the revised agreement and make sure they are satisfied with the terms
• Make any final revisions or changes before obtaining sign-off from both parties
• Once both parties have reviewed the agreement and are satisfied with the terms, you have successfully completed the reviewing step and can move on to the next step: obtaining sign-off from both parties.

Obtaining sign-off from both parties

• Obtain signatures from both parties on a physical or digital copy of the agreement
• Have each party sign and date the agreement in presence of witnesses
• Obtain any additional legal documents as required
• Contact a notary to witness the signing of the agreement, if legally required
• When all signatures have been obtained, the agreement will be considered accepted and can be moved on to the finalizing stage.

Finalizing the agreement

• Review the agreement to ensure all changes are in place, the format is correct and all parties are satisfied with the content.
• Have all parties sign and date the agreement.
• Make sure each party receives a copy of the signed agreement.
• Check that the agreement is properly filed and stored for future reference.
• You will know this step is complete when all parties have signed and dated the agreement and each party has a copy of the signed agreement.

Signing and dating the agreement

• Have each party sign the agreement and print their name
• Include the date the agreement was signed
• After both parties have signed and dated the agreement, you can check this off your list and move on to the next step.

Making copies for each party

• Make two copies of the agreement - one for each party
• Have each party sign and date each copy
• Have each party keep one of the copies for their records
• When each party has their own copy, this step is complete and you can move on to filing the agreement with the appropriate authorities.

Filing the agreement with the appropriate authorities (if necessary)

• Determine if filing the agreement with the appropriate authorities is necessary.
• Gather the necessary documents, such as the completed naming rights agreement and any other relevant documents.
• Check with the relevant authorities to determine the filing method.
• Submit the documents to the appropriate entity for filing.
• Pay any fees associated with the filing.
• Receive a filed copy of the agreement as confirmation.
• You will know you can move on to the next step when you receive a filed copy of the agreement as confirmation.

FAQ

Q: How does UK law affect a naming rights agreement?

Asked by Melissa on April 11th, 2022.
A: UK law generally follows EU law, and any differences between the two should be taken into consideration when drafting a naming rights agreement. As a general rule, any agreement should comply with applicable laws and regulations in both the EU and the UK, such as those related to consumer protection, intellectual property and data privacy. This means that an agreement should be tailored to the specific situation of each party and take into account the applicable regulations in both countries. Additionally, it is important to consider if any trade restrictions, such as export restrictions, may apply to the agreement.

Q: Are there any potential pitfalls to be aware of when drafting a naming rights agreement?

Asked by Sophia on June 10th, 2022.
A: Absolutely – there are several potential pitfalls to be aware of when drafting a naming rights agreement. The most important of these is making sure that you understand the terms of the agreement and that both parties are clear about their obligations and responsibilities. It is also important to ensure that the agreement is legally binding and that all parties, including any third-parties involved in the agreement, are aware of their obligations. Additionally, it is important to consider any potential conflicts of interest that may arise from having different parties involved in the agreement. Finally, make sure that all parties have adequate representation and access to legal advice before signing any documents or agreeing to any terms.

Q: What should be included in a naming rights agreement?

Asked by Isabella on August 8th, 2022.
A: Generally speaking, a naming rights agreement should include the following elements: an introduction outlining the purpose of the agreement; a detailed description of rights granted; a description of how rights may be used; restrictions on use; termination provisions; indemnification clauses; payment terms; and dispute resolution provisions. Additionally, it is important to include provisions for confidentiality of information related to the agreement and intellectual property protections for all parties involved. Finally, it is also important to include an enforceability clause which outlines how each party can enforce their rights under the agreement if it is breached by another party.

Q: Can I use a naming rights agreement for my SaaS business?

Asked by Noah on October 3rd, 2022.
A: Yes – a naming rights agreement can be used for any type of business or industry, including SaaS businesses. The specifics of what should be included in such an agreement will vary depending on the specific needs of your business, but generally speaking it should outline how you will use trademarks or logos associated with your brand or product in order to create brand recognition and loyalty among customers or other stakeholders. Additionally, it should also include appropriate intellectual property protections and confidentiality clauses to ensure that your brand remains protected from infringement or misuse by third parties.

Q: How do I protect my intellectual property when drafting a naming rights agreement?

Asked by Emma on December 6th, 2022.
A: The best way to protect your intellectual property when drafting a naming rights agreement is by including appropriate provisions for confidentiality and non-disclosure within the document itself. It is also important to include language specifying that all trademarks associated with your brand remain exclusive to you and cannot be used without your permission or explicit consent. Additionally, it is advisable to register any trademarks associated with your brand with relevant authorities in order to provide additional protection against infringement or misuse by third parties. Finally, make sure that all parties involved in the agreement are aware of their obligations under the terms of the document so that your intellectual property remains secure.

Example dispute

Suing a Company Over a Naming Rights Agreement

• Plaintiff must prove that the company has violated the agreement or acted in bad faith, such as failing to meet the terms of the agreement or making changes without consent.
• Plaintiff must identify and prove the damages caused by the company’s actions.
• Plaintiff must provide evidence that the company was given sufficient notice of the breach.
• Plaintiff must provide evidence that the company failed to address the breach or remedy the damages caused by their actions.
• Plaintiff must demonstrate that the company was aware of their obligation to fulfill the agreement and failed to do so.
• Plaintiff must prove that the company’s breach resulted in actual damages.
• Plaintiff must prove that the breach caused a financial loss or other harm to the plaintiff.
• Plaintiff must prove that the company’s breach was the proximate cause of the damages.
• Plaintiff must prove that the company had the opportunity to avoid the breach or remedy the damages.
• Plaintiff must prove that the damages caused by the breach are not adequately compensated by existing damages awards.
• Plaintiff may be able to seek punitive damages if the company’s breach was particularly egregious.

Templates available (free to use)

Naming Rights Agreement

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