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Women In Cyber Scholarship Sponsor Agreement

This Sponsorship Agreement (“Agreement”) is made effective at signature of sponsorship order between the Financial Services Information Sharing and Analysis Center (“FS-ISAC”) and organization sponsoring one or more scholarships (“Sponsor”) for the Women In Cyber Scholarship, each a “Party” and collectively the “Parties”.

This Sponsorship Agreement ensures that both FS-ISAC and Sponsor agree on the planned nature of the Sponsorship events and items specified below. This agreement shall remain in effect for the duration of the academic year, typically August through June. FS-ISAC manages the Scholarship in strict compliance with all applicable laws and regulations.

Whereas FS-ISAC is a nonprofit tax-exempt association under section 501(c)(6) of the Internal Revenue Code and FS- ISAC provides a scholarship to female students who are currently enrolled in cyber and information security educational programs to build greater diversity within cybersecurity workforce in the financial sector; and

Whereas Sponsor is a financial services company that desires to improve workforce diversity in cybersecurity of the financial system and supports FS-ISAC’s mission and purposes by sponsoring the FS-ISAC’s Women In Cyber Scholarship ("Sponsorship") as described below.

Now, therefore, based on mutual consideration, the receipt and adequacy of which are acknowledged, the parties agree as follows:

Section 1. Purpose
As the financial sector faces a global shortage of cybersecurity professionals coupled with an increase in targeted threats, FS-ISAC is pleased to offer a program to expand the talent pool and support women in cybersecurity through an annual scholarship. Launched in 2016, the Women In Cyber Scholarship (formerly Building Cybersecurity Diversity Scholarship) supports women pursuing a career in cybersecurity. This program is 100 percent funded through the generosity of our members. Scholarship sponsors provide mentorship, financial support and potential career opportunities to top-of-class women pursuing cybersecurity careers in financial services in the United States, Asia Pacific, Europe, the Middle East or Africa.

Section 2. Scope
FS-ISAC and Sponsor agree that the purposes of the scholarship will be educational in nature, that no product promotion or advertising services by FS-ISAC are intended in connection with the program, and that the program will be conducted in accordance with all relevant FS-ISAC guidelines and policies. In addition, the Sponsor’s participation in the Woman In Cyber Scholarship does not convey FS-ISAC's approval, endorsement, certification, acceptance or referral of any product or service provided by the Sponsor. No materials developed or intended for use in connection with the program will be distributed or otherwise used without prior review and written approval by FS-ISAC (email sufficient).

Section 3. Payment, Taxes and Scholarship Disbursement
Sponsor will pay to FS-ISAC the fees as described in the Order Documents (collectively, the “Fees”). Payment will be made by credit card, ACH or wire bank transfer, or Purchase Order. Purchase Order or PO# information must be provided at time of Agreement. FS-ISAC does not sign Purchase Orders and PO payment terms may not supersede payment terms in Order Documents. By providing credit card or bank account information to FS-ISAC, Member authorizes FS-ISAC to charge the credit card or debit the account indicated for scholarship sponsor fees. All Fees are due upon receipt and are not cancelable or refundable. Member has 30 days to comply with payment method agreed upon. If any Fees remain unpaid past the due date, FS-ISAC may cancel the sponsored scholarship(s). All Fees are stated in U.S. Dollars. 

All Fees are exclusive of all present and future sales, use, excise, value added, goods and services, withholding and other taxes, and all customs duties and tariffs now or hereafter claimed or imposed by any governmental authority upon the scholarship sponsor fee which shall be invoiced to and paid by the Member. Any required taxes that are known to FS-ISAC at the time of Agreement are shown on the Order Documents. If Member is required by law to make any deduction or withholding on any payments due to FS-ISAC, Member will notify FS-ISAC and will pay FS-ISAC any additional amounts necessary to ensure that the net amount FS-ISAC receives, after any deduction or withholding, equals the amount FS-ISAC would have received if no deduction or withholding had been required. Additionally, Member will provide to FS-ISAC evidence, to the reasonable satisfaction of FS-ISAC, showing that the withheld or deducted amounts have been paid to the relevant governmental authority.

FS-ISAC shall award each Scholarship recipient a total of $10,000 through the scholarship distribution process at the recipient’s learning institution.

Section 4. Scholarship Mentor
The Sponsor agrees to provide one mentor for each recipient who is sponsored, and agrees to the following mentorship requirements:

•    Commit to a regular monthly cadence of working with the recipient.
•    Review and explain possible job and internship possibilities with the recipient.
•    Accept (if possible) a complimentary registration to regional Summit to meet with recipient.
•    Commit to work with the recipient for at least the academic year after the scholarship is awarded.

Section 5. Women In Cyber Scholarship Promotion
FS-ISAC and Sponsor agree to mutual use of respective name and logo in relation to the Women In Cyber Scholarship program in the following ways:

•    FS-ISAC and Sponsor may identify each in media interviews, on corporate website, at events and within blogs or on social media.
•    FS-ISAC may publicize the Women In Cyber scholarship in communications to inform member and affiliate organizations and may use sponsor marks, name and logo.
•    Sponsor may publicize the Women In Cyber scholarship in communications to inform clients, shareholders and board, and may use FS-ISAC marks, name and logo.

Section 6. Acceptance/Eligibility and Number of Sponsors
FS-ISAC reserves the right to accept or reject Sponsors and scholarship recipients for any reason. FS-ISAC shall have sole discretion to determine the number of Sponsors allowed into the program and may change the number as needed to ensure the program's success.

Section 7. Cancellation
Either FS-ISAC or the Sponsor may cancel its participation; in which case, no further use may be made of the other's
name, marks or other proprietary property or materials developed or intended for use in connection with the Women In Cyber scholarship. Once a scholarship has been awarded, Sponsor may not terminate award of such scholarship absent malfeasance or manifest error.

Section 8. Confidential Information
FS-ISAC and the Sponsor, on behalf of themselves and their respective agents and employees, agree not to use or
disclose at any time any confidential information about the other, except as may be authorized in writing by the other.

Section 9. Indemnification and Relationship
Each Party agrees to indemnify and hold harmless the other Party, its officers, directors, employees and agents from any and all claims, losses, damages, liabilities, judgments or settlements, including reasonable attorneys' fees, costs and other expenses (“Damages”) incurred on account of a Party’s willful or negligent acts or omissions in connection with the Activities, except to the extent such Damages are due to the acts or omissions of the indemnified Party. In addition, the parties shall not be considered to have a partnership, agency or joint venture relationship.

Section 10. General
Each Party shall perform its obligations under this Agreement in accordance with all applicable laws, rules and regulations. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware. The courts of which shall have exclusive jurisdiction over any dispute arising hereunder.

This Agreement shall constitute the entire agreement between FS-ISAC and Sponsor and contains all of the understandings and agreements of the Parties in respect of the subject matter hereof. Any and all prior understanding and agreements, expressed or implied, between the Parties hereto in respect of the subject matter hereof are superseded hereby. The parties shall not be considered to have a partnership, agency or joint venture relationship.