Sept. 8 - 11, 2011

Sponsorship Application

Thank you for your interest in the 1st

Annual 2011 Heroes Music Festival.

Please read the following information

carefully and complete the enclosed

application.

For information and questions

email: Sponsor@heroesmf.com

This sponsorship agreement (the “Agreement”) is entered into by and between ______________________

(“SPONSOR”) and Heroes Music Festival, Inc. (“Event Producer”) of Heroes Music Festival, Inc. being held

September 8 - 11, 2011 in Houston County, Georgia.

Event Producer herby grants to the Sponsor the right to be a sponsor of the HEROES MUSIC FESTIVAL and

further grants Sponsor the right to use the HEROES MUSIC FESTIVAL name and pre-approved HMF logo

solely for the purpose of exercising its sponsorship rights as specifically set forth herein. As full and complete

consideration for the rights granted by Event Producer hereunder, Sponsor shall pay Event Producer

immediately upon execution of this Agreement (Unless otherwise provided herein) a fee of

_____________________(USD) and other consideration set forth in Exhibit A (collectively the “Sponsorship

Fee”). If for any reason, HEROES MUSIC FESTIVAL is cancelled, Event Producer will refund 100% of the

cash portion of the Sponsorship Fee and all rights granted to Sponsor herein shall be automatically terminated

without further action of the Event Producer. Except as set forth in the immediately preceding sentence, the

Sponsorship Fee is non-refundable.

TERM: The term of this Agreement begins on the data of execution by the last party to sign and ends at the

conclusion of the HEROES MUSIC FESTIVAL unless otherwise provided herein.

USE OF LOGOS: Sponsor and Event Producer will each have the right to use their approved logos on each

other’s respective websites during the term of this Agreement. Further Event Producer will not publicly

disseminate any promotional, marketing or advertising materials incorporating any Sponsor logo without

obtaining Sponsor’s prior approval, which will not be unreasonably conditioned, withheld or delayed.

However, notwithstanding anything to contrary, neither party shall attain any copyright or other intellectual

property rights in the other party’s logos, websites or any promotional, marketing or advertising materials other

than the limited use rights agreed to herein.

BENEFITS: Event Producer shall provide to Sponsor the benefits set forth in Exhibit A attached hereto.

INDEMNITY: Client and Event Producer Shall each indemnify, defend and hold harmless the other and each of

their respective officers, employees, and agents from all liability, loss, damages or expenses, including

reasonable legal fees resulting from injury (including sickness, disease or loss of life) to any person, or damage

to any property, which either directly or indirectly results from the conduct of Investor or Event Producer, and

each of their respective officers, employees, agents, contractors, and guests, during the HEROES MUSIC

FESTIVAL unless such liability, loss, damages or expenses are directly or indirectly caused by Investor or

Event Producer or its agents to the other. This indemnity shall survive the termination or expiration of this

Agreement.

Rights of the Parties: The terms and conditions of this Agreement shall exclusively govern the relations between

the parties hereto.

RELATIONSHIP: The relationship between the parties shall be limited to the transactions set forth above. No

liability shall be incurred by either of the parties except that of the performance of the terms and conditions of

this Agreement. Nothing herein contained shall be considered to constitute the parties as partners nor

employees nor to constitute any party as the agent of the other, nor in any manner to limit the parties and the

conduct of their respective businesses and activities, in the making of other contracts or the performance of

other work.

NOTICE: Written notice between the parties to this agreement shall be deemed to have been duly served if

delivered in person or by registered or certified mail or by email with confirmed delivery to the following

addresses.

To Event Producer: Heroes Music Festival Inc.

Address:

Heroes Music Festival Inc.

P.O. Box 892

Bonaire, GA 31005

To Sponsor:

Resolution of Disputes:

Waiver of Trial by Jury. The parties to this Agreement desire to avoid the additional time and expense related to

a jury trial of any disputes arising hereunder. Therefore, it is mutually agreed by and between the parties hereto,

and for their successors assigns, that they shall and hereby do waive trial by jury of any claim, counterclaim, or

third party claim, including any and all claims of injury or damages, brought by either party against the other

arising out of or in any way connected with this Agreement and the relationship which arises here from. The

parties acknowledge and agree that this waiver is knowingly, freely and voluntarily given, is desired by all

parties, and is in the best interest of all parties.

Negotiation: The parties shall attempt in good faith to resolve any dispute arising out of or relating to this

Agreement promptly by negotiations between the parties who have authority to settle the controversy. Either

party may give the other party written notice of any dispute not resolved in the normal course of business.

Within two (2) days after delivery of said notice, both parties shall meet at a mutually acceptable time and place

(by mutual agreement, such meeting may be held by telephone), and thereafter as often as they deem necessary,

to exchange relevant information and to attempt to resolve the dispute. If the matter has not been resolved

within five (5) days of the disputing party notice, or if the parties fail to meet within two (2) days, either party

may initiate the arbitration of the controversy or claim as provided below.

Arbitration: The parties agree and acknowledge that their relationship and this Agreement involves and/or has

direct and substantial impact on interstate commerce and any and all disputes arising out of or in any way

related to this Agreement shall be resolved by binding arbitration conducted pursuant to the Federal Arbitration

Act. Any dispute that has not been resolved by negotiation, as provided hereinabove, within five (5) days shall

be finally settled by arbitration conducted expeditiously in accordance with the Commercial arbitration Rules of

the American Arbitration Association (“AAA”) by a sole arbitration; provided, however, that persons eligible to

be selected as arbitrators shall be limited to attorneys at law who are on the AAA’s Large Complex Cases

Panel; or who have professional credentials similar to the attorneys listed on such AAA panel. If the parties

encounter difficulty in agreeing on an arbitrator, they agree that the AAA shall select the arbitrator.

Notwithstanding the foregoing, if one party has requested the other party to participate in the non-binding

dispute resolution procedure under this Paragraph 7 and the other party has failed to participate therein, the

other party may initiate arbitration before expiration of the above time periods. The arbitration shall be

governed by the United States Arbitration Act, 9 U.S.C. Sections 1-16. The law shall be based upon the

Georgia law and judicial precedent and judgment upon the award rendered by the arbitrator may be entered by

any court having jurisdiction thereof. The place of arbitration shall be conducted in the registered place of

business in which the event producer and the entity of Heroes Music Festival Inc., reside in (Houston County,

GA ) The arbitrator is not empowered to award damages in excess of compensatory damages and each party

hereby irrevocably waives any damages in excess of compensatory damages.

All arbitration proceedings shall be confidential and no party may disclose the existence content or results

of any arbitration except as required by law or for purposes of enforcement of the arbitration award. Any

documents related to settlement negotiations shall be conspicuously designated as such on the first page of said

document and shall be inadmissible in the arbitration proceedings, unless the other party challenges the

designation within two (2) days of receipt. Disputes in this regard may be submitted to the arbitrator by the

contesting party, and each party shall continue to treat the information as confidential and inadmissible pending

resolution by the arbitrator. In the event of a dispute, the arbitrator will decide the issue by applying the Federal

Rules of Evidence and case law interpreting the same. The arbitrator shall render a written award. Judgment on

any arbitration award may be entered in any court having proper jurisdiction. The parties understand and

acknowledge by signing this Agreement that they agree to be bound by the arbitrator’s decisions, are expressly

waiving all rights to appeal the same, and are waiving their rights to file a lawsuit in any manner whatsoever to

this Agreement. The parties are not waiving their right to legal counsel to assist them in any phase of the

arbitration process. If arbitration becomes necessary, the arbitrator shall award the successful party reasonable

attorney’s fees and costs. This arbitration clause shall survive the termination of this agreement.

Extent of Agreement: This Agreement represents the entire integrated agreement between the parties and

supersedes all prior negotiations, either written or oral. This agreement may be amended only by written

instrument signed by each party to this agreement.

No Assignment: The parties’ rights under this Agreement are not assignable without the written consent of all

parties hereto. Without such written consent signed by all parties, no sale, assignment, mortgage, pledge,

encumbrance, or other disposition by a party of any interest, and any monies, or otherwise under this

Agreement, shall be of any force or effect.

Successors and Assigns: This Agreement shall be binding on and inure to the benefit of each party hereto, and

its and his heirs, personal representatives, successors and assigns at law.

NON-Exclusivity: Sponsor shall not be sole sponsor of Heroes Music Festival. This Agreement in no way

limits Event Producer from contracting with additional event Sponsors except to the extent set forth in Exhibit

A.

Applicable Law: The parties stipulate and agree that Georgia law shall exclusively govern all aspects of this

Agreement.

Construction and Right to Independent Counsel: Both parties have had full opportunity and have been advised

to seek independent legal counsel before entering this Agreement. This Agreement shall not be construed

against either party based on the fact that either party, through counsel drafted said Agreement.

IMPORTANT: THIS AGREEMENT IS BINDING AND IF YOU DO NOT UNDERSTAND EACH AND

EVERY PARAGRAPH, PLEASE SEEK INDEPENDENT COUNSEL BEFORE SIGNING

IN WITNESS WHEREOF, the parties have executed this agreement as of the day and year first written above.

The parties agree that this Agreement may be signed in counterparts and that signatures submitted by facsimile

or other electronic means shall have the same effects as originals

Sponsor Heroes Music Festival, Inc.

_________________________________ ___________________________________

(Signature) (Signature)

_________________________________ ____________________________________

(Print Name & Title) (Print Name & Title)

_________________________________ ____________________________________

_________________________________ ____________________________________

(Address) (Address)

__________________________________ ___________________________________

(Date) (Date