November 30, 2023

Barrio Brewing Co
ATTN: Tim Mackey
800 E 16th St.
Tucson, AZ 85719

SPONSORSHIP AGREEMENT
This Sponsorship Agreement (this “Agreement”) is made and entered into as of November
30,, 2023 (the “Effective Date”) by and between Barrio Brewing Co. (the “Sponsor”) and
Arizona Soccer Holdings, INC (“FC Tucson”). Upon execution by each party’s authorized
representative, this Agreement shall become a binding obligation on each party, including
without limitation, (1) the Sponsor shall be obligated to make the $1,500 payment set forth
below (the “Sponsorship Payment”), and (2) the parties shall be obligated to provide the
deliverables set forth on Schedule A attached hereto (the “Sponsorship Elements”).

Subject to the Terms & Conditions and Schedule A, both of which are attached hereto and
incorporated as part of this Agreement by this reference, the Sponsorship Payment shall be
due and payable as follows:

SEASON: 2024
SPONSORSHIP PAYMENT TO BE PAID IN CASH: $1,500
PAYMENT TERMS: $500.00 due December 15th, 2023
$1,000 due January 15th, 2024

IN WITNESS HEREOF, the parties have executed this Agreement as of the Effective Date.

Arizona Soccer Holdings, INC Barrio Brewing Co.

_______________________________ _________________________________
Signature Signature

_______________________________ _________________________________
Name & Title Name & Title

__________________ _____________________
Date Date

PD.36867090.3
 TERMS & CONDITIONS

1. Term of Agreement.
● Term. The term of this Agreement shall commence upon the Effective Date and shall
expire thirty (30) days following the last regularly scheduled game of FC Tucson
during the 2024 season, unless earlier terminated in accordance with the terms set
forth herein.
● Termination. This Agreement shall terminate in its entirety upon the earliest to occur
of (i) thirty (30) days following the conclusion of the 2024 FC Tucson season, or (ii)
sixty (60) days after the Effective Date, but only if the Sponsorship Payment has not
yet been paid. In the event of termination of this Agreement because of the failure of
Sponsor to make the Sponsorship Payment, this Agreement shall become void and
of no effect with no liability on the part of any party hereto.

2. Costs, Terms and Conditions Applicable to Sponsorship Elements.

● Sponsorship Elements. The Sponsorship Elements shall be as set forth on Schedule
A, attached hereto.
● Sponsorship Payment. The payment obligation of Sponsor in exchange for the
Sponsorship Elements described on Schedule A (the “Sponsorship Payment”) shall
be in the amount and payable as set forth in the first page of this Agreement. If the
Sponsorship Payment is not paid in full within ten (10) days of the agreed upon due
date, a five percent (5%) late fee shall be assessed, along with an additional five
percent (5%) late fee for every subsequent thirty (30) days that such payment is not
received by FC Tucson. The Sponsorship Payment due to FC Tucson pursuant to this
Agreement shall be made payable to Arizona Soccer Holdings, INC, 5151 E. Broadway
Blvd Suite 100, Tucson, AZ 85711.
● Condition to Delivery of Sponsorship Elements. Upon payment of the Sponsorship
Payment, FC Tucson shall develop and provide the Sponsorship Elements described
in this Agreement.
● Future Seasons. This Agreement shall apply only to the 2024 FC Tucson season.
Sponsor shall have no obligation to pay anything to FC Tucson other than the
$1500.00 Sponsorship Payment for the 2024 FC Tucson season. FC Tucson and
Sponsor agree to negotiate in good faith to determine updated Sponsorship
Payments prior to ninety (90) days before any pending season and, in the event an
agreement is reached, will enter into a new Sponsorship Agreement for such season.

3. Advertising and Promotions.

● Use of FC Tucson Logo. FC Tucson hereby grants Sponsor complimentary usage of
the FC Tucson Logo for any advertising campaign placed to promote the game of

PD.36867090.3
 which Sponsor is the presenting partner. All usage of the FC Tucson Logo in
marketing and advertising materials requires prior written approval from FC Tucson.
FC Tucson will make its design firm available for assistance with mutually beneficial
creative platforms. This section shall not apply to the Barrio Brewing Co. Logo.
● Advertising or Promotion Approval. All costs and content for advertising or
promotional items not specifically outlined in this Agreement, which Sponsor may or
may not choose to pursue, in Sponsor’s sole discretion and without any obligation of
Sponsor to do so, will be the responsibility of Sponsor; this includes, but is not limited
to, radio spots, print advertising, etc. In order to maintain the highest standards, style,
appearance, propriety and quality associated with FC Tucson, before commencing
reproduction or execution of any (i) materials (including rough artwork and promotion
concepts) using or referring to the trademarks or trade names of, or in any way
related to, Arizona Soccer Holdings, INC (the “Licensed Marks”), or (ii) advertisement
to be used or distributed in connection with any FC Tucson game or other event
involving FC Tucson in any way, Sponsor shall submit such materials to FC Tucson for
FC Tucson’s approval, which approval shall be in FC Tucson’s sole discretion, in
advance of production or execution. Such submission shall be in writing and shall
clearly indicate that it is being submitted for approval under the terms of this
Agreement. After an item has been approved by FC Tucson, Sponsor shall not depart
therefrom in any material respect without the further review and approval by FC
Tucson. Sponsor shall allow ten (10) business days for FC Tucson to approve,
comment upon or express its disapproval thereof. An item shall be deemed
approved, but only on a temporary basis and subject to reconsideration by FC
Tucson, if FC Tucson does not make a decision within the ten (10) business days.
● Use of Sponsor’s Marks. Due to compliance reasons, any use by FC Tucson of the
Barrio Brewing Co. Logo or any other of Sponsor’s logos or marks must be approved
in writing by Sponsor prior to its use. FC Tucson shall submit such materials to
Sponsor for Sponsor’s approval, which approval shall not be unreasonably withheld,
in advance of production or execution. Such submission shall be in writing and shall
clearly indicate that it is being submitted for approval under the terms of this
Agreement. After an item has been approved by Sponsor, FC Tucson shall not depart
therefrom in any material respect without the further review and approval by
Sponsor. FC Tucson shall allow ten (10) business days for Sponsor to approve,
comment upon or express its disapproval thereof. An item shall be deemed
approved, but only on a temporary basis and subject to reconsideration by Sponsor, if
Sponsor does not make a decision within the ten (10) business days.

4. Miscellaneous.
● Soccer Rules. This Agreement and all of Sponsor's rights hereunder are subject to all
of the rules, regulations and agreements of the United Soccer League and the United
States Soccer Federation and their affiliated entities (the “Soccer Associations”), as

PD.36867090.3
 they presently exist and as they may, from time to time, be entered into, created, or
amended.
● Location of Signage. Unless otherwise specifically agreed to in writing, FC Tucson, in
its sole discretion, shall determine the location of any in stadium signage.
● Confidentiality. Both parties shall maintain in confidence the terms of this
agreement. Both parties further agree and acknowledge that either party may
disclose to the other party certain "Confidential Information," which may include
information or communications, in any form, including but not limited to, oral, written,
graphic or electronic, models or samples, which a party desires to protect against
unrestricted disclosure or use or which is otherwise proprietary to the business,
financial information, or marketing strategies of such disclosing party. All such
Confidential Information shall remain the sole property of such disclosing party, and
its confidentiality shall be maintained and protected by the receiving party with the
same degree that the receiving party uses for its own confidential and/or proprietary
information. Neither party shall use or disclose any such Confidential Information to
any other person, except for its own partners, advisors, representatives and
employees on a need to know basis, and all such persons shall be subject to the same
confidentiality obligations set forth herein. Confidential Information shall not include
information which: (a) is or becomes generally available to the public other than as a
result of a disclosure by the receiving party or its representatives; (b) becomes
available to the receiving party or its representatives on a non-confidential basis
from a source other than the disclosing party, provided that such source is not bound
by a confidentiality agreement with the disclosing party or otherwise prohibited from
transmitting the information to the receiving party by a contractual, legal or fiduciary
obligation; or (c) was known to the receiving party or its representatives on a
non-confidential basis prior to disclosure to the receiving party or its representatives
by the disclosing party, or that such receiving party can demonstrate is developed by
such receiving party wholly independently of information furnished by the disclosing
party. The provisions of this Section shall survive the termination of this Agreement.
● Trademark Ownership of FC Tucson. No trademark, service mark or copyright
involving the Licensed Marks may be procured by or at the direction of Sponsor
without the written consent of FC Tucson, and any such intellectual property rights in
and to the Licensed Marks that may accrue to Sponsor shall inure to the benefit of FC
Tucson and shall be assigned to FC Tucson upon request. Any trademark, copyright,
or other property right in or to the Licensed Marks and all incidents of ownership
therein shall remain vested in FC Tucson. Sponsor further agrees that all FC Tucson
identified materials, as well as promotional themes developed hereunder, shall be
used solely during the term hereof and in furtherance of this Agreement, unless
otherwise agreed to in writing by the parties.
● Trademark Ownership of Sponsor. No trademark, service mark or copyright
involving the Sponsor Marks (as defined below), including the Barrio Brewing Co.
Logo, may be procured by or at the direction of FC Tucson without the written

PD.36867090.3
 consent of Sponsor, and any such intellectual property rights in and to the Sponsor
Marks that may accrue to FC Tucson shall inure to the benefit of Sponsor and shall be
assigned to Sponsor upon request. FC Tucson further agrees that all Sponsor
identified materials, as well as promotional themes developed hereunder, shall be
used solely during the term hereof and in furtherance of this Agreement, unless
otherwise agreed to in writing by the parties. This Agreement is not intended to
convey any trademark, copyright, or other property right in or to the trademarks,
logos, trade names, service marks or symbols of Sponsor, including without
limitation, the Barrio Brewing Co. Logo, and all incidents of ownership therein shall be
and remain vested in Sponsor.
● Goodwill of FC Tucson. Sponsor recognizes the significant value of the goodwill
associated with the Licensed Marks and acknowledges that the goodwill associated
thereto belongs to FC Tucson, and that such Licensed Marks have secondary
meanings in the minds of the public. Sponsor shall not, during the term of this
Agreement or otherwise, take any action or fail to take any action that would have a
materially adverse effect on the Licensed Marks or the rights of FC Tucson in and to
the Licensed Marks. The provisions of this Section shall survive the termination of
this Agreement.
● Goodwill of Sponsor. FC Tucson recognizes the significant value of the goodwill
associated with the Barrio Brewing Co. Logo and all other trademarks, copyrights,
logos, trade names, service marks, symbols and other property rights of Sponsor
(“Sponsor Marks”) and acknowledges that the goodwill associated thereto belongs to
Sponsor, and that such Sponsor Marks have secondary meanings in the minds of the
public. FC Tucson shall not, during the term of this Agreement or otherwise, take any
action or fail to take any action that would have a materially adverse effect on the
Sponsor Marks or the rights of Sponsor in and to the Sponsor Marks. The provisions
of this Section shall survive the termination of this Agreement.
● Severability. If any provision of this Agreement becomes or is declared by a court of
competent jurisdiction (or arbitrator) to be illegal, unenforceable or void, portions of
such provision, or such provision in its entirety, to the extent necessary, shall be
severed from this Agreement, and such court (or arbitrator) will replace such illegal,
void or unenforceable provision with a valid and enforceable provision that will
achieve, to the extent possible, the same economic, business and other purposes of
the illegal, void, or unenforceable provision. The balance of this Agreement shall be
enforceable in accordance with its terms.
● Force Majeure. “Force Majeure” shall mean an act by the Soccer Associations, power
blackout, war, government shutdowns due to COVID-19 and related strains, state of
national emergency, act of God, strike, work stoppage, damage or concerted action
by an employee or any labor organization, not reasonably within the control of FC
Tucson or Sponsor and which FC Tucson or Sponsor, by the exercise of due diligence,
is unable, fully or in part, to prevent or overcome. A monetary default does not
constitute Force Majeure. In the event that either FC Tucson or Sponsor is delayed or

PD.36867090.3
 hindered in or prevented from the performance of any act required hereunder by
reason of Force Majeure, then performance of such act shall be excused for the
period of the delay and the period for the performance of any such act shall be
extended for a period equivalent to the period of the delay. The parties shall
cooperate in good faith so that the rights and obligations of the parties hereunder
may be fulfilled by rescheduling, substitutions, alternate performance, or similar
means, if possible. If any delay, interruption or diminution of the advertising rights
granted to Sponsor is not correctable by FC Tucson within ninety (90) days, Sponsor
shall have the right to cancel this Agreement with no further obligation or payment or
penalty by giving FC Tucson ten (10) days prior written notice of such cancellation.
● Default Remedies. In the event either of the parties defaults (the "Defaulting Party")
in the performance of any of its obligations under this Agreement and if such default
is not cured within ten (10) business days after the non-defaulting party gives written
notice thereof to the Defaulting Party, or, if such default cannot reasonably be cured
within such ten (10) business day period, within such additional time as may be
reasonably necessary to cure such default provided that the Defaulting Party
diligently and continuously pursues such cure. The non-defaulting party shall have all
rights and remedies available at law or equity with respect to such default, including,
but not limited to, the right to terminate this Agreement. Notwithstanding anything
to the contrary in this Agreement, each party’s total liability arising from and under
this Agreement for any claims of any nature whether based in contract, tort
(including negligence), indemnity, contribution, strict liability or otherwise, will not
exceed the amount of the Sponsorship Payment. IN NO EVENT WILL EITHER PARTY
BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS OR ANY INDIRECT,
CONSEQUENTIAL, SPECIAL, CONTINGENT, EXEMPLARY OR PUNITIVE DAMAGES
INCURRED BY THE OTHER PARTY. In the event of such termination, each party shall
remain liable for all unpaid amounts previously due and payable to the other party
pursuant to this Agreement.
● Indemnification by Sponsor. Sponsor agrees to indemnify and hold FC Tucson
harmless from any and all liability, claims, demands, actions, losses, or damages that
may arise from or in any manner be connected with Sponsor’s activities pursuant to
this Agreement, except to the extent caused by the negligence or willful misconduct
of FC Tucson.
● Indemnification by FC Tucson. FC Tucson agrees to indemnify and hold Sponsor
harmless from any and all liability, claims, demands, actions, losses, or damages that
may arise from or in any manner be connected with FC Tucson’s activities pursuant
to this Agreement, except to the extent caused by the negligence or willful
misconduct of Sponsor.
● Attorney's Fees. If any dispute arises under this Agreement necessitating a legal
remedy or if either party is required to specifically enforce this Agreement, then, in all
such events, the prevailing party shall be entitled to collect from the losing party or

PD.36867090.3
 parties its reasonable attorneys' fees and court costs incurred in connection
therewith.
● Authority to Bind. Each of the parties hereto represents and warrants to the other
that (i) it has the full exclusive right and authority to enter into this Agreement; (ii) all
necessary corporate or other action has been taken to make this a fully binding and
enforceable contract; and (iii) when executed by both FC Tucson and Sponsor, this
Agreement will constitute a legal, valid and binding obligation of such party,
enforceable in accordance with its terms.
● Governing Law; Venue. This Agreement shall be governed by and construed in
accordance with the laws of the State of Arizona without giving effect to the
principles of conflicts of laws thereof. IN THE EVENT ANY PARTY HERETO
INSTITUTES ANY LEGAL ACTION IN CONNECTION WITH ANY MATTER
CONTAINED HEREIN, THAT LEGAL ACTION SHALL BE INSTITUTED ONLY IN THE
DISTRICT COURT OF PIMA COUNTY, ARIZONA. EACH PARTY HERETO
IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY HAVE AT ANY TIME TO
THE VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT AND, FURTHER,
IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH SUIT, ACTION OR
PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM. EACH PARTY HERETO IRREVOCABLY WAIVES THE
RIGHT TO OBJECT, WITH RESPECT TO ANY SUIT, ACTION OR PROCEEDING
BROUGHT IN ANY SUCH COURT, THAT SUCH COURT DOES NOT HAVE
JURISDICTION OVER SUCH PARTY.
● Independent Contractors. The parties hereto are independent contractors and shall
be solely responsible for the conduct of their respective operations, employees, and
agents in connection with the performance of their obligations under this
Agreement. Nothing in this Agreement will be interpreted to: (i) make either party a
partner, joint venturer, agent, or representative of the other party; (ii) grant either
party any right or authority to assume or create any obligation on behalf of or in the
name of the other; or (iii) authorize either party to accept summons or legal process
for the other.
● Notices. Any notice required or permitted to be given under the terms of this
Agreement shall be in writing and may be hand-delivered or shall be deemed to be
delivered on the third business day following deposit thereof in the United States
mail, return receipt requested, postage prepaid, registered or certified mail, to the
addresses set forth on the first page of this Agreement, or sent via email if the
receiving party confirms receipt, or to such other person or address as either party
may designate by written notice to the other party as herein provided.
● Entire Agreement. This Agreement contains the entire agreement between the
parties hereto with respect to the subject matter hereof and supersedes any and all
prior agreements or understandings, either oral or written. There are no other
agreements, arrangements, understandings, or representations, either oral or

PD.36867090.3
 written, between the parties hereto relating to the subject matter hereof which are
not fully contained or expressed herein. This Agreement may not be amended or
modified except by a written agreement signed by both parties.
● Counterparts. This Agreement may be executed in two or more counterparts, and
each such counterpart shall be deemed an original hereof. Any counterpart hereof
signed and transmitted by any party (or its counsel) by facsimile machine, telecopier
or electronic mail shall be treated as an original provided that any such transmission
by electronic mail shall be effective only if transmitted in .pdf format, .tif format or
other format in which the text is not readily modifiable by a recipient thereof.
● Public Announcements. Except as contemplated by this Agreement, neither FC
Tucson nor Sponsor shall, without the approval of the other party, make any press
release or other public announcement concerning the sponsorship contemplated by
this Agreement, except as and to the extent that such party shall be so obligated by
law, in which case the other party shall be advised and the parties shall use their best
efforts to cause a mutually agreeable release or announcement to be issued.

PD.36867090.3
 SCHEDULE A

● Barrio Brewing to be an official FC Tucson Craft Beer Partner for the 2024 Season

SEASON LONG MARKETING

● Logo / link on FCTucson.com partner page

● One (1) PA Announcement for each 2023 regular season FC Tucson men’s and
women’s match
● One (1) email feature (8,000+ network)
● Four (2) Facebook and Twitter posts (40,000+ network)
ACTIVATIONS
● Activation opportunities at two (2) FC Tucson men’s home matches and one (1) FC
Tucson women’s match
○ May include pop-up tent in designated area (no sampling or designated point
of sale available)
● Barrio Brewing to host at least one (1) Watch Party fan event that could include coach
talk(s), player appearances, exclusive tours.
TICKETS
● Two (2) grandstand reserved FC Tucson men’s season tickets
● Two (2) grandstand reserved FC Tucson women’s season tickets
Community Outreach
● At Least one (1) mutually agreed upon partnered community
outreach

Trade

● Barrio Brewery will provide $1500.00 in Food/Beverage trade to FC Tucson in restaurant

credit or gift cards to be mutually agreed upon.

PD.36867090.3