Boost Fraternity Sponsorship Application (Outside USA)

THIS SPONSORSHIP AGREEMENT effective the date of accepting Boost Fraternity Sponsorship application. (“Effective Date”) between applicant (“SPONSORED PARTY”) and Garrett Motion, Inc. by and through its Garrett Motion, Inc. business with an address of 2525 W 190th Street, HTT-U4-Garrett Garage, Torrance, California 90504 (“Garrett Motion”). Collectively Sponsored Party and Garrett Motion may be referred to as the Parties or individually as a Party.

WHEREAS Sponsored Party desires to utilize Garrett Motion turbochargers (using the Garrett brand name) on your vehicle (“Vehicles”).

AND WHEREAS Garrett Motion, desires to provide said turbochargers at no cost or a discount to SPONSORED PARTY for use on the SPONSORED PARTY’s Vehicles in return for promotional rights and upon the terms and conditions set forth below.

• 1. Term of Agreement. Upon submitting this form to Boost Fraternity, this agreement (“Agreement”) shall be in full force and effect one (1) year from the date of acceptance (“Term”) upon which date this Agreement shall expire.

• 2. Services Provided By SPONSORED PARTY To Garrett Motion, Inc . During the Term of this Agreement, SPONSORED PARTY agrees to provide the following services (“Services”):

• 2.1 Campaign Vehicles at races agreed to by the parties taking place during the Term.

• 2.2 SPONSORED PARTY shall utilize Garrett Motion turbochargers on its Vehicles during the Term. SPONSORED PARTY shall provide proof that the sponsored hardware is installed on the Vehicles within 30 days of receipt of product.

• 2.3 SPONSORED PARTY shall provide signage for Garrett Motion on its Vehicles utilizing Garrett Motion turbochargers in the form of 9” x 3.” decals using the “Garrett Motion” logo placement on the Vehicles in a highly visible location on the Vehicle as agreed upon by Garrett Motion and SPONSORED PARTY. Drivers shall follow the brand standards guide provided by Garrett Motion to make sure all logos are used appropriately. Decals will be mailed once a purchase through Garrett Gear has been completed.

• 2.4 Interviews / articles and other collateral – all efforts must be made to include mention of the Garrett turbo in articles written about the Vehicles, builder and driver. Any reference
  to the turbocharger during interviews and in articles or signage must clearly state that it
  is a Garrett turbo and if appropriate, the model number. All source box listings must reference the product as: Garrett Turbochargers, www.GarrettMotion.com.

• 2.5 Make arrangements when requested for a Garrett Motion representative to interview, video or photograph the race team, driver, car owner, and all affiliates of SPONSORED PARTY to be used for Garrett Motion’s promotional purposes in perpetuity. Also make arrangements, where possible, for a Garrett Motion representative to attend race events that SPONSORED PARTY shall be competing in.

• 2.6 Permit Garrett Motion to have promotional rights to include the likenesses obtained during the course and scope of this Agreement of the Vehicle, name, signature and career attributes of the Vehicle’s drivers for promotional purposes in perpetuity. SPONSORED PARTY shall provide guidelines concerning verbiage and a sponsor listing to be used in all press releases written by Garrett Motion.

• 2.7 SPONSORED PARTY shall provide Garrett Motion with copyright-free electronic images and video of its Vehicle for Garrett Motion’s use on the Garrett Motion website and Garrett Motion promotional materials at the conclusion of each race event.

• 2.8 All free-of-charge hardware supplied to the sponsored Vehicle are to be considered on-loan and must be used solely for said Vehicle and are not to be re-sold, transferred, held in storage or otherwise modified unless SPONSORED PARTY requests and receives prior written approval from Garrett Motion.

• 2.9 Provide Garrett Motion with a monthly race report during the Term in the format specified by Garrett Motion

• 2.10 SPONSORED PARTY shall not, and shall not allow any third party, to rebuild, repair or otherwise modify turbocharger products provided under this Agreement unless approved by Garrett Motion in writing. Should the turbocharger require any rebuilds /repair, SPONSORED PARTY will be responsible for all shipping and repair costs. Should any turbochargers fail during the season, SPONSORED PARTY shall return the turbochargers to Garrett Motion (or make arrangements for such) for Garrett Motion’s analysis and keep all information confidential.

• 2.11 SPONSORED PARTY shall provide Garrett Motion with three quotes during the season about Garrett Motion’s product and / or service.
  Suggestions of what this may include, are:

  a) Beginning of the season, why Garrett Motion was chosen,

  b) During the season, how the Vehicle is performing and how Garrett Motion is contributing to the progress, and

  c) Testimonial at the conclusion of the SEMA show with reference to the product and / or service and how it has contributed to SPONSORED PARTY’s success.

• 2.12 SPONSORED PARTY shall interact with and promote Garrett Motion through social networking and social media channels to include, but not limited to, Instagram, Twitter, Facebook, required to use the Hashtag branding when posting about Garrett Motion using the hashtags #TurboLife and #GarrettMotion, YouTube, Instagram, forums, as well as any other type of electronic marketing medium that Garrett Motion participates in. Before any race support hardware is sent out to the sponsored party, Sponsored party is required to have an active account on Facebook and Instagram. At minimum Facebook but all other social media is highly suggested

• 2.13 SPONSORED PARTY shall supply a valid credit card for the duration of the race season. If at any time Garrett Motion reasonably determines that SPONSORED PARTY is in breach of this contract and these guarantees, Garrett Motion, through its distributor, Brandcreative, LLC shall notify SPONSORED PARTY of the specifics of the breach and allow SPONSORED PARTY 7 days to cure the breach. If the breach is not cured within the 7 day cure period then Garrett Motion, through its distributor Brandcreative, LLC may either charge SPONSORED PARTY for the market value of all products provided by Garrett Motion to SPONSORED PARTY or require immediate return of the products provided, and further may terminate the Agreement. Credit card information shall be held private and confidential by Garrett Motion and Brandcreative, LLC.

• 2.14 If SPONSORED PARTY feels they cannot meet the requirements of this Agreement due to bankruptcy, natural disasters, season-ending vehicle crash or other incident, or for any other reason, Garrett Motion requires written notice and the return of all products provided.

• 3. Sponsorship Provided By Garrett Motion To SPONSORED PARTY For Services rendered by SPONSORED PARTY during the Term of this Agreement, Garrett Motion agrees to provide the following sponsorship (“Sponsorship”):

• 3.1 Specific quantities and configurations of hardware at no cost or a discount to be determined by Garrett Motion. In general, each team is limited to 1 primary and 1 back up for a single turbocharger set up with a limit of 1 additional replacement through a single season. 2 primary and 1 back up is for twin turbocharged set ups with a limit of 2 additional replacement turbochargers. Different inducer sized turbochargers are included with the quota.

• 3.1a Product shall be provided according to Garrett Motion’s timeline with a minimum of 8 weeks needed for any hardware request. All efforts shall be made to deliver sooner where possible.

• 3.2 Reasonable engineering support inquiries during the Term should be addressed to an authorized Garrett Distributor. Visit www.GarrettMotion.com to locate a distributor.

• 3.2a Should SPONSORED PARTY require replacement turbos they shall notify Garrett Motion by sending an email to info@GarrettMotion.com within a reasonable time and allow subsequent reasonable time, preferably six (6) weeks, for Garrett Motion to replace damaged hardware.
  3.3 Garrett logo in high resolution digital format for inclusion on collateral.

• 3.4 Possible coverage of the SPONSORED PARTY Vehicle on www.GarrettMotion.com, social media outlets (including, but not limited to, Facebook, Twitter, YouTube, Instagram, forums, etc.), magazine editorial, and other media throughout the Term. Quality of content supplied by SPONSORED PARTY will determine media coverage.

• 4. License And Use Of Trademarks.

• 4.1 Garrett Motion hereby grants SPONSORED PARTY a non-exclusive, royalty free license during the term of this Agreement, to use the trademarks, names and related designs provided by Garrett Motion (hereinafter, the “Trademarks”). The Trademarks shall be used solely in connection with the signage on SPONSORED PARTY Vehicle referred to in Section 2. Upon expiration or cancellation of this Agreement, SPONSORED PARTY must immediately cease any and all use of the Trademarks in any manner. The rights granted to SPONSORED PARTY pursuant to this Agreement are personal to SPONSORED PARTY and may not be transferred, assigned or sublicensed, by operation of law or otherwise, nor may SPONSORED PARTY delegate its obligations hereunder without the prior written consent of Garrett Motion.

• 4.2 SPONSORED PARTY acknowledges that Garrett Motion is the owner of all right, title and interest in, and to, the Trademarks. All goodwill resulting from the use of the Trademarks by SPONSORED PARTY including any additional goodwill that may develop because of SPONSORED PARTY use of the Trademarks, shall inure solely to the benefit of Garrett Motion, and SPONSORED PARTY shall not acquire any rights in the Trademarks except those rights specifically granted in this Agreement. SPONSORED PARTY must use the Trademarks in strict conformity with this Agreement and with Garrett Motion's corporate policy regarding trademark usage, which shall be provided to SPONSORED PARTY from time to time. SPONSORED PARTY must not a) use the Trademarks in any manner likely to diminish their commercial value; b) knowingly use any name, logo or icon likely to cause confusion with the Trademarks; c) make any representation to the effect that the Trademarks are owned by SPONSORED PARTY rather than Garrett Motion; or d) challenge the validity of Garrett Motion’s ownership of the Trademarks. SPONSORED PARTY further shall not at any time, either during the life of or after expiration or cancellation of this Agreement, contest the validity of the Trademarks or assert or claim any other right to manufacture, sell or offer for sale products under the Trademarks, or any trademark confusingly similar thereto.

• 4.3 Upon Garrett Motion's reasonable request, SPONSORED PARTY shall provide representative samples of the signage that SPONSORED PARTY intends to use in connection with the signage referred to above which differ in substance from prior materials used by SPONSORED PARTY and approved by Garrett Motion in accordance with the terms of this Agreement. If Garrett Motion, in its sole discretion, determines that any of the signage is unsatisfactory or derogates, erodes or diminishes the value of the Trademarks, Garrett Motion shall notify SPONSORED PARTY in writing. Upon receipt of such notification, SPONSORED PARTY shall have thirty (30) days to implement such changes as Garrett Motion requests.

• 4.4 SPONSORED PARTY shall promptly notify Garrett Motion of any infringement or potential infringement of the Trademarks. Garrett Motion may decide in its sole discretion whether and what steps should be taken to prevent or terminate infringement of the Trademarks, including the institution of legal proceedings and settlement of any claim or proceeding. SPONSORED PARTY shall provide or procure reasonable assistance, such as the furnishing of documents and information and the execution of all reasonably necessary documents, as Garrett Motion may reasonably request.

• 5. NO WARRANTY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN ANY OTHER AGREEMENTS BETWEEN THE PARTIES, IT IS THE EXPLICIT INTENT OF EACH PARTY HERETO THAT
  GARRETT MOTION IS MAKING NO REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO
  ANY IMPLIED WARRANTY OR REPRESENTATION AS TO CONDITION,
  MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR SUITABILITY AS TO ANY OF THE PRODUCTS BEING PROVIDED HEREUNDER. ALL ITEMS ARE BEING PROVIDED ON AN “AS IS” BASIS.

• 6. INDEMNIFICATION AND LIMITATION OF LIABILITY.

• 6.1 IN NO EVENT SHALL GARRETT MOTION BE LIABLE FOR SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES RESULTING FROM THE USE, MISUSE, OR INABILITY TO USE THE PRODUCTS PROVIDED HEREUNDER. THIS EXCLUSION APPLIES WHETHER OR NOT SUCH DAMAGES ARE SOUGHT BASED ON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT, OR ANY OTHER LEGAL THEORY. BECAUSE THE USE OF THE PRODUCTS DELIVERED HEREUNDER ARE FOR COMPETITIVE RACE CARS WHICH INVOLVE HAZARDS RESULTING FROM THE EXTREME DEMANDS SUCH USE PLACES ON SUCH PRODUCTS, SPONSORED PARTY ASSUMES ALL RESPONSIBILITY FOR SUCH USE AND RISKS ASSOCIATED THEREWITH AND SHALL INDEMNIFY AND HOLD GARRETT MOTION HARMLESS FROM ALL LOSS, COST, EXPENSE AND LIABILITY ON ALL CLAIMS OF ANY KIND, INCLUDING INJURY OR DEATH TO PERSONS AND DAMAGE TO PHYSICAL PROPERTY, RESULTING FROM NEGLIGENCE OR OTHERWISE, WHICH ARISE OUT OF, OR IN CONNECTION WITH THE PRODUCTS DELIVERED HEREUNDER, OR FROM THE ALTERATION, REPAIR, USE OR OPERATION OF ANY PRODUCTS DELIVERED HEREUNDER. IN NO EVENT SHALL GARRETT MOTION BE LIABLE TO SPONSORED PARTY UNDER THIS AGREEMENT FOR DAMAGES IN EXCESS OF THE VALUE OF THE PRODUCTS PROVIDED.

• 6.2 IT IS UNDERSTOOD BY SPONSORED PARTY THAT THE TURBOCHARGERS PROVIDED ARE NOT DESIGNED OR QUALIFIED FOR USE ON COMPETITIVE RACE CARS. GARRETT MOTION MAKES NO REPRESENTATION OR GUARANTEE THAT THEY SHALL NOT CONTAIN METAL FRAGMENTS WHICH RESULT FROM A COMPRESSOR OR TURBINE WHEEL BURST. THE SAFETY OF PERSONS IN THE VICINITY OF OPERATING TURBOCHARGERS, IN BOTH TEST AND RACE ENVIRONMENTS, IS SPECIFICALLY SPONSORED PARTY RESPONSIBILITY AND SPONSORED PARTY AGREES TO TAKE SUCH ACTION AS IS NECESSARY TO ENSURE THE SAFETY OF SUCH PERSONS.

• 7. Confidential Information. "Confidential Information" means any information, technical data or know-how in whatever form, including, but not limited to, documented information, machine readable or interpreted information, information contained in physical components, mask works and artwork, which Garrett Motion considers proprietary or confidential– including the terms of this Agreement. Garrett Motion may disclose confidential information during the performance or fulfillment of this agreement. SPONSORED PARTY and its employees and agents shall keep all such confidential information confidential. Neither SPONSORED PARTY, its employees, or agents shall transfer or disclose Garrett Motion's Confidential Information without Garrett Motion's prior written consent, and SPONSORED PARTY agrees that it shall not use Garrett Motion's Confidential Information for the manufacture or procurement of products that are the subject of this Agreement or any similar products, or cause such products to be manufactured by or procured from any other source, or reproduce the confidential information or otherwise appropriate it without Garrett Motion's prior written consent. All confidential information obtained from or through Garrett Motion shall remain property of Garrett Motion. No right or license is granted hereby to SPONSORED PARTY or its employees or agents, expressly or by implication, with respect to the Confidential Information or any patent, patent application or other proprietary right of Garrett Motion.

• 8. Assignment. Neither Party shall assign any rights or obligations under this Agreement without the advance written consent of the other Party, which consent shall not be unreasonably withheld. Notwithstanding the above, Garrett Motion may assign this Agreement to a subsidiary or affiliate company or in connection with the sale or transfer of all or substantially all of the assets of the business to which this Agreement pertains. Any attempt to assign or delegate in violation of this clause shall be void.

• 9. Independent Contractor. SPONSORED PARTY agrees that in all matters relative to this Agreement, SPONSORED PARTY shall not act as an employee or agent of Garrett Motion. SPONSORED PARTY is an independent contractor and has no authority, express or implied, to act on behalf of, assume or create any obligation on behalf of Garrett Motion.

• 10. Governing Law and Venue. This agreement shall be governed by the laws of the state of New York without regard to conflicts of law principles. The Parties expressly agree to exclude from this agreement the United Nations Convention on Contracts for the International Sale of Goods, 1980, and any successor thereto. The Federal and State courts within New York shall have exclusive jurisdiction to adjudicate any dispute arising out of or related to this Agreement.

• 11. Notice. Any notice, request, instruction or other document to be given hereunder by any Party to another Party must be in writing addressed as follows and either (a) delivered personally, (b) sent by registered mail, postage prepaid, c) overnight courier service, or (d) sent by facsimile.

  If to Garrett Motion

  Garrett Motion, Inc.
  2525 W 190th Street

  Torrance, CA 90504

  HTT-U4-Garrett Garage

  Attn: Tim Coltey

  Facsimile: 424-221-7810

  Notice sent by registered mail shall be deemed to be effective upon the date the receipt is signed. If delivered personally notice shall be effective upon delivery. If by Courier Service, notice shall be effective the day after delivery to the Courier Service. If faxed, notice shall be effective upon the sending party’s receipt of confirmation from the sending party’s fax machine that the transmission was successful.

• 12. Headings And Captions. Headings and captions are for convenience of reference only and do not alter the meaning or interpretation of this agreement.

• 13. Severability. In the event any provision of this Agreement is determined to be illegal, invalid, or unenforceable, the validity and enforceability of the remaining provisions of this Agreement shall not be affected and, in lieu of such illegal, invalid, or unenforceable provision, there shall be added as part of this Agreement one or more provisions as similar in terms as may be legal, valid and enforceable under applicable law.

• 14. Survival. All provisions of this Agreement, which by their nature should apply beyond the term of this Agreement shall remain in force after the expiration or any cancellation of this Agreement including, but not limited to, License And Use of Trademarks, No Warranty, Indemnification And Limitation Of Liability, Confidential Information, Governing Law And Venue, Severability, Survival, and Entire Agreement.

• 15. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes any prior or contemporaneous agreement, correspondence, conversations or communications between the parties. This Agreement may not be modified or changed except by a written instrument executed by both parties and referencing that it is amending this Agreement. In Witness thereof, the Parties have caused this Agreement to be executed by their duly