As compensation for the Event Sponsor’s participation in the Event, the Event Sponsor agrees to pay Blackbaud the fee set forth in Section 1 (the “Sponsorship Fee”) by the due date specified in Section 1.

The Event Sponsor hereby grants to Blackbaud a nonexclusive, perpetual, royalty-free, worldwide license to use the Event Sponsor’s name, logos, trademarks, and any marks or images provided to Blackbaud, solely to promote and manage the Event. By attending/exhibiting at the Event, the Event Sponsor and its employees, representatives, and agents understand and agree: (1) They may be photographed, videotaped, or digitally recorded, as may be their voices; (2) they waive any objection, condition, limit, or right such persons may have to the photographs or recordings; (3) they authorize Blackbaud to use any such photographs, videotapes, or other recordings for any promotional purposes and to license other relevant people/organizations to use them in connection with the promotion of the Event or future events.

If any Event Sponsor does not follow the rules and regulations as set by Blackbaud, Blackbaud shall have the right to immediately terminate this Agreement. In the event of such default by the Event Sponsor, the Event Sponsor will forfeit the Sponsorship Fee.

<p>In the event of fire, strike, pandemic or other uncontrollable circumstances resulting in the cancellation of the Event, Blackbaud will have no liability or obligation to make any refund of the Sponsorship Fee and shall not be liable for any costs or expenses the Event Sponsor has incurred in connection with the Event. However, Blackbaud will make a reasonable effort to refund any portion of the Sponsorship Fee not expended or committed.</p>

<p>Sponsors may cancel this agreement at any time by written notice to Blackbaud. Sponsors canceling by 60 days prior to the start of event, will receive a 100% refund of payments made. Sponsors canceling all or part of the sponsorship agreement between 59-31 days prior to the event, will receive a refund of 50%. No refunds will be made on sponsorships canceled after 30 days prior to the event. Under all circumstances, Blackbaud retains the right to resell sponsorship packages canceled by the sponsor.</p>

In no event shall Blackbaud be liable to the Event Sponsor for any loss of business or business opportunities, or for any other type of indirect or consequential damages alleged to be due under any claim. The Event Sponsor’s duty to defend the Indemnified Parties shall arise immediately upon demand for a defense by any of the Indemnified Parties, and shall not be dependent upon a finding of any fault by the Event Sponsor. Each of the Indemnified Parties shall have the right to select the counsel of their choice to defend each of them.

Blackbaud has full power to interpret and enforce all regulations for the Event and the power to make amendments and/or further regulations that are considered necessary for the proper conduct of the show. Such decisions will be binding on the Event Sponsor. Failure to comply with these or any other regulations or amendments may be sufficient cause for Blackbaud to require the immediate removal of the exhibit and/or the offending Event Sponsor. This may result in the forfeiture of rights to exhibit at future Blackbaud events together with all fees paid. Blackbaud may lease any space so forfeited to another Event Sponsor. Blackbaud reserves the right to reject any or all applications. Any person or group of persons asked to leave the Venue by management or security will do so at once and will not return until/unless authorized to do so.

Neither party shall be liable for any failure to perform its obligations under this Agreement if prevented from doing so by a cause(s) beyond its reasonable control.

Unresolved disputes shall be submitted to and resolved exclusively by arbitration conducted in accordance with American Arbitration Association® rules, with one (1) arbitrator appointed to conduct arbitration and arbitration taking place in a mutually agreed location, or Atlanta, Georgia, if the parties cannot agree otherwise within thirty (30) days of an initial filing. Any decision in arbitration shall be final

and binding upon both parties. In addition to the above, the Event Sponsor or Blackbaud may sue or seek injunctive relief in any court for infringement of its proprietary or intellectual property rights. Blackbaud may sue in any court to collect unpaid amounts. THE EVENT SPONSOR AND BLACKBAUD EXPRESSLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING UNDER OR RELATED TO THIS AGREEMENT. This agreement shall be governed by the laws of the State of New York, excluding choice of law principles. Applicable laws may limit the terms and conditions of this agreement for public educational or government institutions, and in such cases, the terms and conditions shall apply to the fullest extent allowed.

Except as specifically stated herein, remedies are cumulative. No failure or delay in enforcing any term or exercising any option shall be construed as a waiver unless agreed to in writing by both parties. If any provision of this Agreement is held to be unenforceable, the other provisions shall remain in full force and effect. The Event Sponsor may not assign its rights or obligations under this Agreement without Blackbaud’s written consent. The parties perform their obligations under this Agreement as independent contractors, not as employees, partners, or agents.

Blackbaud Developers’ Conference is an event for everyone in the social good community. All exhibitors and sponsors must adhere to the Code of Conduct. To view our Code of Conduct, please click here.

Heather McLean

bbdevdays@blackbaud.com