CM-2025-214 - 8/22/2025 RAISING CANE'S CHICKEN FINGERS®
SPONSORSHIP AGREEMENT
This Sponsorship Agreement (the "Agreement") is entered as of the effective date indicated below (the
"Effective Date") by and between Raising Cane's Restaurants, L.L.C. d/b/a Raising Cane's Chicken Fingers® ("Sponsor")
and the undersigned sponsorship recipient("Contracting Party"),and the parties agree as follows:
1. Sponsorship. During the Term, for the compensation set forth herein and subject to the terms and conditions
hereof,Sponsor wishes to partner with and support Contracting Party and its Team or Event("Team/Event")to
receive the Sponsor Benefits described in Attachment A, which is part of this Agreement and, along with its
terms and provision, is incorporated in the Agreement for all purposes. Terms defined anywhere in the
Agreement will have the same meaning throughout the Agreement.Any use of the words"hereunder,""hereof,"
"herein,"or"hereto" (or words of similar effect) reference the entire Agreement.
2. Contracting Party Marks. Sponsor acknowledges that Contracting Party owns certain names, trademarks,
service marks, copyrights, and other intellectual property (collectively, "Contracting Party Marks"), and all
goodwill associated with or symbolized by Contracting Party Marks. Sponsor acknowledges and agrees that
Contracting Party is and will remain the sole and exclusive owner of all such Contracting Party Marks,
notwithstanding any permitted use of such Contracting Party Marks by Sponsor hereunder.It is understood that,
in fulfilling the obligations assumed herein, Sponsor may make references to Contracting Party Marks.
Accordingly, Contracting Party grants Sponsor a limited, nonexclusive, nontransferable, royalty free license to
use Contracting Party Marks during the Term of the Agreement and subject to the terms and conditions herein.
This license expressly prohibits any pass-through rights or use of Contracting Party Marks by any third party
(other than an affiliate of Sponsor),without the consent of Contracting Party. Upon termination or expiration of
the Agreement,Sponsor will cease all use of Contracting Party Marks.
3. Sponsor Marks. Contracting Party acknowledges that Sponsor (and/or its affiliates) owns certain names,
trademarks,service marks,copyrights,and other intellectual property affiliated with the Raising Cane's Chicken
Fingers® brand and restaurant concept (collectively, "Sponsor Marks"), and all goodwill associated with or
symbolized by Sponsor Marks. Contracting Party acknowledges and agrees that Sponsor is and will remain the
sole and exclusive owner of all such Sponsor Marks, notwithstanding any permitted use of such Sponsor Marks
by Contracting Party hereunder. Contracting Party acknowledges and agrees that, except for Contracting Party
Marks, any and all content, signage, logos, and other tangible or intangible property produced in connection
with the Agreement will be and remain the absolute and exclusive property of Sponsor.
4. Approval of Any Use by Contracting Party of Sponsor Marks. (A) Notwithstanding anything to the contrary
contained in this Agreement, any proposed commercial, advertisement, promotion or other use by Contracting
Party of Sponsor Marks to be authorized under this Agreement (each, a "Proposal") must be submitted to and
approved in writing by Sponsor prior to the production or distribution by Contracting Party or any third party
thereof. After a Proposal has been approved, Contracting Party will not depart therefrom in any respect or add
any element thereto without submitting such revision to and obtaining approval of Sponsor.Sponsor's approval
of any Proposal will not imply that Sponsor believes that the Proposal meets applicable laws, regulations, or
standards. The production or distribution by Contracting Party or any third party of any Proposal that has not
been approved by Sponsor will be a material breach of this Agreement. (B) Contracting Party will not use or
commercially exploit(or permit others to use or commercially exploit in any related activity) Sponsor Marks or
exercise any right granted to Contracting Party by Sponsor hereunder in a negative manner, in a way that is
contrary to public morals or has a deceptive or misleading effect, or which compromises or reflects unfavorably
upon the good name, goodwill, reputation, or image of Sponsor. (C) This Agreement does not grant to
Contracting Party any rights relating to the use of Sponsor Marks except to the extent provided for in this
Agreement. (D)To the extent Contracting Party is permitted to use Sponsor Marks hereunder,Contracting Party
will have a limited, nonexclusive, nontransferable, royalty-free license to use Sponsor Marks during the Term,
subject to the terms and conditions herein.
5. Indemnity. (A) Sponsor will indemnify and hold harmless Contracting Party, its affiliates and their respective
officers, directors, managers,owners,employees,and other agents,and their respective successors and assigns
(collectively, the "Contracting Party Parties") from and against any and all liabilities, losses, claims, demands,
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suits,actions,causes of action,fines,settlement payments,damages,costs and expenses(including reasonable
attorneys' fees, court costs and related disbursements) (collectively, "Losses") actually incurred by any
Contracting Party Parties arising out of or related to (i) Sponsor's breach of this Agreement, or (ii) any act or
omission by Sponsor, its affiliates or any of their respective officers,directors,managers,owners,employees,or
other agents(collectively,the"Sponsor Parties") in connection with this Agreement, except in each case to the
extent the Losses are caused by any Contracting Party Parties. (B) Contracting Party will indemnify and hold
harmless Sponsor Parties from and against all Losses actually incurred by any Sponsor Party arising out of or
related to (i) Contracting Party's breach of this Agreement, or (ii) any act or omission by any Contracting Party
Parties in connection with this Agreement, except in each case to the extent the Losses are caused by any
Sponsor Parties. (C) A party seeking indemnity hereunder will give prompt written notice to the other party of
its claim for indemnity,including providing copies of all demand letters,pleadings,and other information relating
to such matter. In addition, a party claiming indemnity hereunder will permit the other party to assume the
defense thereof with counsel reasonably satisfactory to the party requesting indemnity (provided the
indemnifying party has provided evidence reasonably satisfactory to the indemnified party of its financial
wherewithal to meet its defense and indemnity obligations),and the party requesting indemnity further agrees
to cooperate in the defense of any claim for which indemnification is sought hereunder. A party asserting
indemnity hereunder will not enter a settlement of claims with respect to which indemnity is sought without
the approval of the party from whom indemnity is sought.This Section will survive the termination or expiration
of this Agreement.
6. Insurance. Each of Sponsor and Contracting Party warrants that it has,and will maintain during the Term of this
Agreement,the following kinds of insurance with minimum limits as set forth below: (1)workers compensation
insurance coverage equal to or in excess of minimum statutory amounts including employer's liability with limits
of not less than $500,000; and (2)commercial general liability insurance coverage with a policy limit of no less
than $1,000,000 per occurrence and $2,000,000 in the aggregate,or, in the case of both (1) and (2), such other
amounts as may be agreed by Sponsor in writing.Each of Sponsor and Contracting Party agree, upon the request
of the other party,to name the other party as an additional insured on the foregoing policies and to furnish the
other party with a certificate evidencing the coverages.
7. Termination and Remedies. (A)Without prejudice to any other rights or claims each party may have,each party
will have the right to terminate this Agreement at any time (i) if the other party breaches any of its material
obligations under this Agreement, which breach is not cured within 30 days following receipt of written notice
from the non-breaching party describing such breach in reasonable detail,or(ii)upon the insolvency of the other
party,the filing of any petition by or against the other party under any bankruptcy,reorganization or receivership
law,the execution by the other party of an assignment for the benefit of its creditors,or the appointment of any
trustee or receiver of the other party's business or assets, unless any such petition,assignment or appointment
is withdrawn or nullified within 15 days of such event. (B) In the event that Sponsor elects to terminate this
Agreement,then Sponsor will be entitled to receive a pro-rated refund of any portion of the Sponsorship Fee it
may have already paid to Contracting Party for the related period which has not expired. (C) Immediately upon
expiration or termination of this Agreement for any reason, Contracting Party will cease any and all future use
of or reference to Sponsor Marks.
8. Force Majeure. If,due to public emergency or necessity, legal restrictions,acts of God (i.e. hurricane,flood,fire,
epidemic, including any foreseeable effects of COVID-19 or resurgence) or similar reasons (each an "Force
Majeure Event"), Contracting Party is unable to materially perform any of its obligations hereunder,then it will
not be liable to Sponsor if Contracting Party provides (i) suitable mutually agreed upon "make good" Sponsor
Benefits (i.e., replacement Sponsor Benefit, Event rescheduled or relocated), or (ii) a pro-rata refund or rate
reduction with respect to Sponsor's payments attributable to the Sponsor Benefits that Contracting Party was
not able to deliver. If any such Force Majeure Event extends beyond thirty(30) days,then Sponsor will have the
right to immediately terminate this Agreement without penalty.
9. Representations. Each party represents that it has the right and authority to enter into this Agreement and to
grant the rights,benefits,and amenities and render the performances and services hereunder. Each party to this
Agreement represents that it is a sophisticated commercial party capable of understanding all of the terms of
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this Agreement,that it has had an opportunity to review this Agreement with its counsel,and that it enters this
Agreement will full knowledge of the terms of the Agreement.
10. General Provisions.This Agreement taken together with any exhibits or attachments annexed hereto, contains
the complete statement of arrangements and understandings between the parties with respect to the subject
matter hereof and supersedes all prior negotiations, agreements, and understandings between them, written
or oral.The contents of this Agreement and all activities undertaken by the parties in fulfilling their obligations
are confidential, and the parties will take steps reasonably necessary to protect the parties' confidential
information. Headings used in this Agreement are for convenience only and will not affect the meaning or
interpretation of the provisions to which they refer. No provision of this Agreement will be construed against or
interpreted to the disadvantage of any party by any court or judicial authority by reason of a party having or
being deemed to have drafted or dictated such provision. No waiver, consent, addition, alteration, or
modification of this Agreement will be effective, unless evidenced by a writing executed by both parties hereto.
No failure on the part of either party to exercise any right under this Agreement will operate as a waiver of such
right; nor will any single or partial exercise of any right preclude any other or further exercise of such right or
the exercise of any other rights. This Agreement, or any rights or obligations granted hereunder, may not be
transferred or assigned without the prior written consent of the other party; provided, however, Sponsor may
assign its rights and obligations hereunder to any of its affiliates or to any other entity that acquires Sponsor or
substantially all of the assets of Sponsor; provided no such assignment will release Sponsor from its obligations
hereunder.At all times during the Term,the parties will be and remain independent contractors and nothing in
this Agreement will be construed to place the parties in the relationship of partners,joint venturers,or employer
and employee and neither party will have the right to obligate or bind the other to a third party in any manner.
In the event a provision of this Agreement is found to be void or unenforceable, the remaining provisions will
continue in full force and effect.This Agreement may be executed in any number of counterparts,each of which
will be an original, but all of which will together constitute one and the same instrument. Electronically scanned
pdf copies and electronic signatures will be authorized and deemed effective.
Effective Date: 8/23/2025
AGREED TO AND ACCEPTED:
Contracting
Party: City of Round Rock Sponsor: Raising Cane's Restaurants, LLC
Signature: Signature: s I�d��
Printed Name: Brooks Bennett Printed Name: Shelby Larsen
Title: City Manager Title: Sr.Brand Manager
Date: 08/23/2025 Date: O8/13/2025
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ATTACHMENT A
To Raising Cane's Chicken Fingers®Sponsorship Agreement
1. Term: Sponsorship will commence on Ill 1 ZS and will expire on 4/301 ZQ , unless sooner terminated in
accordance with the provisions of the Agreement (the "Term").
2. Contracting Party: C0-1 CC QOd^ _`�°ck Tax ID:
3. Team/Event Name& Description: 7-0UnC1 ROCk Eirts. CtAktr- ,#
4. Sponsor Benefits: 5/A��,^'� �(�'u� 6OAAael' / A 100 p des?)a/7 C. 4-k )° 'VA
o o 2-S G tt 'rft/ sQo 1s0red Sec►A` domed ra >s f- C' l / c'xi+e
oA—S V` P�C'E'cdA��jM( �1 �� CGtn�t�! (/Lc /�7�nn- (().
Contracting Party shall ensure that all Sponsor Benefits, including, without limitation, sweepstakes, contests, and
giveaways executed or administered by Contracting Party comply with all applicable laws.
5. Sponsor Obligations:Sponsor will pay Contracting Party a Sponsorship Fee in the aggregate amount of$ 7—Cioo .00
to be paid according to the below payment schedule:
$jkoo due on or before ' J► (Z'S
$ due on or before
Sponsor will donate products and/or promotional items with a retail value not to exceed$ in the form of
Contracting Party acknowledges and agrees that payment of Sponsorship Fee and any product or promotional item
donations described in this Section 5 constitutes all consideration to be paid by Sponsor for Sponsor Benefits
throughout the Term.
6. Exclusivity; Official Partner. (Check,if applicable)
Contracting Party agrees and covenants that Sponsor will be the exclusive quick service chicken restaurant
sponsor (the "Chicken Category") of the Team/Event, and Contracting Party agrees it will not grant the
services, benefits, and amenities described in the Agreement to any other person or entity in the Chicken
Category.
Sponsor is hereby designated as the"Official Chicken of the Team/Event." In connection with the preceding
sentence, Contracting Party hereby grants Sponsor a world-wide, non-exclusive right to use Contracting
Party's name, logo, and other marks in such capacity, provided Sponsor first obtains approval from
Contracting Party for any contemplated use.
7. Notice&Contact Information: All notices required under this Agreement must be in writing and will be sufficient(i)
upon delivery if delivered personally, (ii)three business days after deposit in the mail if sent by certified mail with
postage prepaid and return receipt requested,or(iii)the next day when delivered by nationally recognized overnight
courier service, in each case if addressed as set forth below:
IF TO CONTRACTING PARTY: IF TO SPONSOR:
ATTN: ATTN: Legal Department
Raising Cane's Restaurants, LLC
6800 Bishop Road
Plano,Texas 75024
Phone: Phone: 972-769-3100
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