Sponsorship T & C
Garavi Gujarat (Publications) Limited
Event Sponsorship Agreement
DATE:
PARTIES:
(1) Garavi Gujarat (Publications) Limited (No. 01423059) whose registered office is at 1 Silex Street, London SE1 0DW (the “Event Owner”);
(2) [Company] whose registered office is at [ ] (the “Sponsor”).
RECITALS:
(A) The Event Owner is empowered to grant certain rights and licences to the Sponsor in relation to the Event for the duration of the Term throughout the Territory; and
(B) The Sponsor wishes to be accredited with the Official Status and accordingly seeks to acquire the licences and rights from the Event Owner as set out in this Agreement.
OPERATIVE PROVISIONS
1. Interpretation
1.1 In this agreement, the following words and phrases will have the following meanings:
“ Brand Sector” the brands set out in Schedule 1;
“ Brand Sector Products” products produced by or on behalf of the Sponsor in the Brand Sector;
“ Designated Account” Account name: [ ], Bank: [ ], Address: [ ];
“ Event” the event detailed in Schedule 1;
“ Event Format” the timing, structure and format of the Event as set out in Schedule 1;
“ Event Marks” the Event logo(s), marks and designs owned and/or controlled by the Event Owners which are attached as Schedule 2 and which are to be used in connection with the Event along with any further marks that may become associated with the Event and which will be notified to the Sponsor by the Event Owner;
“ Official Status” the designation as “Official Event Sponsor” or “Official Category Sponsor” or such similar designation as may be provided for hereunder;
“ Premium” any article which is used to promote the Sponsor and/or the sale of Brand Sector Products at or in connection with the Event and which is distributed free of charge or sold at a subsidised price, and which bears or is distributed in association with any of the Event Marks or the Official Status;
“ Proprietary Rights” all existing and future intellectual property rights attaching to the Event and the Event Marks including without limitation copyright, registered and unregistered trademark and design rights and the accompanying goodwill;
“ Sponsor Logo” the Sponsor logo(s) as set out in the attached Schedule 3;
“ Sponsorship Fee” the meaning given in Clause 3.1;
“ Sponsorship Rights” the sponsorship and other rights detailed in Schedule 4;
“ Term” the period from signature of this agreement until completion of all of the parties’ obligations in relation to the Event subject to the provisions of Clauses 8 and 9 below;
“ Territory” the UK; and
“ Venue” the venue detailed in Schedule 1.
1.2 In this Agreement but only where the context allows:
1.2.1 the singular will include the plural and vice versa;
1.2.2 the masculine gender will include the feminine and vice versa;
1.2.3 references to persons will include any legal person, entity, business or corporation;
1.2.4 references to clauses or schedules are to clauses of or schedules.
2. Grant of Rights
2.1 The Event Owner grants to the Sponsor the Official Status in relation to the Brand Sector and in connection with that status the right and licence to use the Event Marks and the Sponsorship Rights during the Term for the consideration and on the terms and conditions contained in this Agreement
2.2 The Event Owner warrants that it is empowered to grant the rights and licences set out herein to the Sponsor throughout the Territory for the Term of this Agreement.
3. Sponsorship Fee and making of payments
3.1 In consideration of the rights and licences granted under this Agreement the Sponsor will pay to the Event Owner subject to the provisions of Clause 7 a fee (the “ Sponsorship Fee”) subject to applicable VAT, in the instalments detailed in Schedule 1.
3.2 The Sponsor undertakes to make all payments to the Event Owner under this Agreement into the Designated Account.
3.3 In the event of late payment by the Sponsor of any amount payable under this Agreement the Sponsor will pay to the Event Owner interest on the outstanding amount at a rate of 8 per cent per annum above the base rate from time to time of the Bank of England from the due date for payment until the date the outstanding amount is actually received by the Event Owner.
4. Sponsorship Rights
4.1 In consideration of the payment by the Sponsor of the Sponsorship Fee, the Event Owner hereby grants to the Sponsor the Sponsorship Rights.
4.2 Where any right or licence granted by the Event Owner is described as “exclusive” the Event Sponsor will not grant any such right to any other person in the Territory in respect of any brand primarily associated with the Brand Sector except as may be expressly permitted in this Agreement.
5. Obligation of Sponsor
5.1 The Sponsor warrants and undertakes to the Event Owner that the Sponsor has all the necessary power, authority and consents to enter into and fully perform its obligations under this Agreement and will maintain the same throughout the Term.
5.2 The Sponsor undertakes that it will not use or permit the use of the Event Marks or any of the rights and licences granted in this Agreement in a manner which in the reasonable opinion of the Event Owner is or might be prejudicial or defamatory to the image of the Event, the Event Owner or the Venue.
5.3 The Sponsor acknowledges that the Event Owner owns and/or controls the Event, the Event Marks, the Official Status and Proprietary Rights and agrees that the Sponsor has no right, title or interest in such properties except to the extent licensed under this Agreement. The Sponsor warrants that it will not seek to acquire such right, title or interest to nor will it use the Official Status, the Event Marks or the Sponsorship Rights except as authorised in this Agreement or as otherwise agreed by the Event Owner. The Sponsor will use its best reasonable endeavours to assist the Event Owner in protecting the Proprietary Rights and will not knowingly do or cause or permit anything to be done which may endanger the Proprietary Rights or the title thereto of the Event Owner. Without prejudice to the generality of the foregoing the Sponsor undertakes to the Event Owner:
5.3.1 to provide such information and details as may be reasonably required by the Event Owner, including samples of any advertising material and any products or merchandise which are to be promoted in association with the Event and/or to incorporate Event Marks or the Official Status to the Event Owner for approval;
5.3.2 to notify the Event Owner of any suspected infringement of the Proprietary Rights, but to take no steps or action whatsoever in relation to such suspected infringement unless requested to do so by the Event Owner;
5.3.3 not to apply for registration of any part of the Event Marks or the Official Status or anything confusingly similar thereto as a trademark for any goods or services itself or to use the Event Marks or the Official Status otherwise that as permitted by this Agreement or otherwise as may be agreed by the Event Owner;
5.3.4 not to use the Event Marks or the Official Status or any part thereof or anything confusingly similar thereto in its trading or corporate name or otherwise save as authorised under this Agreement;
5.3.5 to hold any additional goodwill generated by the Sponsor for the Event Marks or the Official Status as bare trustee for the Event Owner;
5.3.6 to execute such further documentation and provide such assistance, both during the Term and after Termination, as may be requested by the Event Owner which may in the Event Owner’s reasonable opinion be required to record the terms of this Agreement or any understanding or obligation under this Agreement on any trademark or other register or otherwise howsoever which may in the Event Owner’s reasonable opinion be necessary to protect the Official Status and the Proprietary Rights;
5.3.7 that the Brand Sector Products will be of a high standard at least equivalent to that of existing products provided by the Sponsor and approved by the Event Owner in all respects.
5.4 The Sponsor undertakes not to share any of the rights and licences granted in this Agreement or engage in joint promotions in relation to the Event or use premiums or products or merchandise produced by or on behalf of the Sponsor as Premiums, except in each case with the prior written consent of the Event Owner.
5.5 The Sponsor will supply at its cost finished artwork relating to its name, logos and other identification provided for in this agreement within print deadlines reasonably set by the Event Owner.
5.6 The Sponsor warrants that it owns and/or is solely entitled to use the Sponsor Logo and other material supplied to the Event Owner in relation to this agreement, and the Event Owner will be entitled to see evidence to this effect on request.
5.7 The Sponsor will not make or cause to be made or issued any announcement to the press or media regarding the Sponsorship Rights or the Sponsor's appointment hereunder except in the form approved by the Event Owner.
5.8 The Sponsor agrees that it will exercise the rights and licences granted in this agreement at its sole risk and will indemnify and hold harmless the Event Owner with respect to all claims of, and liability to, third persons for injury, death, loss, or damage of any type arising out of, or in connection with, the exercise of such rights and licences except where such injury, death, loss, or damage have resulted from the negligent act(s) or omission(s) of the Event Owner.
5.9 The Sponsor acknowledges that the rights and licences granted in this agreement are subject in all respects to and must be exercised in accordance with the rules and regulations of the Event, and in accordance with applicable media rules (including where relevant the broadcasting authorities) and laws including applicable safety legislation.
6. Obligations of Event Owner
6.1 The Event Owner hereby warrants to the Sponsor that the Event Owner owns and/or controls the Event and the Proprietary Rights and use of the Official Status, the Event Marks and the Sponsorship Rights by the Sponsor as provided for under this agreement will not infringe the rights of any third party.
6.2 The Event Owner will stage the Event in accordance with the Event Format as set out in the attached Schedule 1.
6.3 The Event Owner will use its reasonable endeavours to deliver or ensure the delivery of each and all of the Sponsorship Rights to the Sponsor and to ensure that all relevant Sponsor signage and advertising is properly in place and operational and not concealed or obscured from view at any time.
6.4 The Event Owner will ensure that all press releases to the media directly involving the Sponsor are approved in advance by the Sponsor who will likewise allow the Event Owner to approve any such releases directly involving the Event and/or the Event Owner, such approval not to be unreasonably withheld or delayed by either party.
6.5 The Event Owner will consider any reasonable requests from the Sponsor or any of its agents to run joint promotional activity.
6.6 The Event Owner will use its best reasonable endeavours to uphold the good name, image and reputation of the Sponsor at all times and will not make any statements or engage in conduct which is likely to damage or bring into disrepute the name and/or image and/or reputation of the Sponsor. The Event Owner will ensure that the obligation to uphold the Sponsor's image as referred to in this clause is notified to all of its employees, contractors and agents.
6.7 The Event Owner acknowledges that the Sponsor owns and/or controls the Sponsor Logo and the Event Owner will not knowingly do or cause or permit anything to be done which may endanger the Sponsor's rights and title to the Sponsor Logo.
7. Right of negotiation of reduction
7.1 The parties agree to negotiate a reasonable and proportionate reduction and/or refund of the Sponsorship Fee if there is a material restriction in the benefit or value of the Sponsorship Rights to the Sponsor caused by any of the following during the Term:
7.1.1 any material change in the structure and/or makeup of the Event which impacts adversely on the delivery of the Sponsorship Rights; or
7.1.2 there is a material breach or material series of breaches of any of the obligations of the Event Owner in this agreement; and
the Sponsor is thereby restricted from exercising or enjoying the full benefit of any of its rights under this agreement.
7.2 The Sponsor will notify the Event Owner within 30 days from the occurrence of such event (if a specific event or otherwise as soon as practicable) that the Sponsor waives any right it may otherwise have (if any) to terminate this agreement pursuant to Clause 9 below as a result of the occurrence of such event and wishes instead to obtain a reduction and/or refund in the Sponsorship Fee payable hereunder, or if no right to terminate arises, that the Sponsor wishes to obtain a reduction and/or refund in the Sponsorship Fee in any event. The Event Owner and the Sponsor will negotiate in good faith a proportionate reduction and/or refund in the Sponsorship Fee payable and/or paid to reflect the reduced value of the Sponsorship Rights as a result of the occurrence of such event. If within 30 days of such notice being received by the Event Owner the parties are unable to agree the reduction and/or refund in the Sponsorship Fee, the matter will be referred to an expert (`the Expert') agreed upon between the parties to certify the amount of the relevant reduction and/or refund, who will be a person independent of all parties. If the parties are unable to agree upon an Expert within a period of 30 days from the receipt of the notice referred to above in this Clause 7.2, then the Expert will be appointed by the President of the Institute of Chartered Accountants of England and Wales. The parties will procure that there is made available to the Expert such information as it reasonably requires to determine the relevant reduction and/or refund. The Expert will be deemed to be acting as an expert and not an arbitrator and its decision will be final and binding on the parties, save in the case of manifest error. The costs and expenses of the Expert will be divided equally between the parties.
8. Term and right of first negotiation/renewal
8.1 This agreement will have effect from date of signature and will supersede all existing arrangements between the parties with respect to its subject matter and will subsist unless terminated by either party pursuant to Clause 9 or subject to Clause 8.2, until the conclusion of the parties responsibilities as regards the Event, whichever is the earlier.
8.2 The Sponsor is hereby granted a Right of First Negotiation (as defined below) with respect to a further agreement for up to a further [ 3] years on similar terms to those in this agreement. Right of First Negotiation will mean that the Event Owner will not discuss any further agreements relating to the subject matter of this agreement with any third party at any time prior to the date which allows sufficient time for replacement arrangements to be put in place following the Event. The parties will (at the option of the Sponsor) negotiate in good faith during the period. the terms which would apply to a further agreement and if the parties fail to reach an agreement by the end of such period the Event Owner will be free to discuss and conclude a similar sponsorship agreement with a third party.
9. Termination
9.1 Either party may, subject to Clause 7 but without prejudice to any other rights or remedies, terminate this agreement immediately by giving written notice to the other party in the event that the other party commits a material breach of this agreement and, in the case of such breach being capable of remedy, does not remedy such breach within 30 days of being given notice in writing specifying the breach and requiring its remedy.
9.2 Either party may terminate this agreement forthwith by notice in writing to the other party if:
9.2.1 the other party enters into liquidation or dissolution otherwise than for the purpose of an amalgamation or reconstruction, save in circumstances approved by the other party;
9.2.2 the other party ceases to carry on business, has a receiver or administrator appointed over all or any part of its assets or undertakings, enters into any compromise or arrangement with its creditors or takes or suffers any similar action in consequence of a debt or other liability.
10. Consequences of termination
Following termination of this agreement for whatever reason:
10.1 The Sponsorship Rights granted by the Event Owner to the Sponsor pursuant to the above Clause 4 will revert to the Event Owner and thereafter the Sponsor will not use or exploit (directly or indirectly) its previous connection with the Event Owner, the Event, the Event Marks or the Official Status.
10.2 The Sponsor will deliver up to the Event Owner at the Sponsor's own cost all artwork, transparencies, drawings, samples, materials and all related publicity and promotional materials in the Sponsor's possession and/or control.
10.3 The Sponsor will not make any further use of or reproduce or exploit any of the rights or licences granted under this agreement or make any representation thereof that may be confusingly similar.
10.4 The Sponsor will forthwith cease carrying on all business under this agreement.
10.5 The Sponsor will vest in the Event Owner, in the form of documentation supplied by or on behalf of the Event Owner, any goodwill and any other Proprietary Rights which it may acquire under this agreement, and which rights it acknowledges it acquires only in the capacity of bare trustee for the Event Owner. In the event that the Sponsor in breach of this undertaking fails to execute such documentation then the Event. Owner may execute such documentation for and on behalf of the Sponsor in its name and as its attorney.
10.6 The Sponsor will remit to the Designated Account any sums that are outstanding and to be accounted for under this agreement.
10.7 Termination of this agreement by either party and for any reason will be without prejudice to any rights that may have accrued as at the date of such termination or which accrue after termination to either party under the procedures set out in this Clause 10.
11. Force majeure and cancellation
11.1 Subject to Clause 9 of this agreement:
11.1.1 If by any reason of any event of force majeure either of the parties to this agreement will be delayed in, or prevented from, performing any of the provisions of this agreement then such delay or non-performance will not be deemed to be a breach of this agreement and no loss or damage will be claimed by either of the parties from the other by reason of such delay or non-performance.
11.1.2 If the exercise of the rights and obligations under this agreement is materially hampered, interrupted or interfered with by reason of any event of force majeure, then the obligations of the parties will be suspended during the period of such hampering, interference or interruption consequent upon such event or events and will be postponed for a period of time equivalent to the period or periods of suspension, and the parties to this agreement will use their best endeavours to minimise and reduce any period of suspension occasioned by any of the such events.
11.1.3 The expression 'an event of force majeure' will mean and include fire, flood, casualty, lockout, strike, labour disputes, industrial action of any kind, unavoidable ac-cident, breakdown of equipment, national calamity or riot, Act of God, the enactment of any Act of Parliament or the act of any other legally constituted authority, any cause or event arising out of or attributable to war, or any other cause or event (whether of a similar or dissimilar nature) outside the control of the parties hereto other than a shortage or lack of money.
11.2 If in any year, the Event is cancelled prior to the commencement of that Event, the Event Owner will promptly refund to the Sponsor any payments already made by the Sponsor for that Event in that year, and will have no further liability to the Sponsor in relation to the Event, whether in respect of costs already incurred by the Sponsor in connection with such Event or otherwise, except that the Event Owner will be entitled to recover from the Sponsor the amount of the production costs of any signage already produced for that Event.
12. Confidentiality
12.1 Except as otherwise agreed in writing, including the release of agreed public announcements, the parties agree to keep all terms and particulars of this agreement strictly confidential at all times, subject to any disclosure which may be required by law.
13. No partnership
13.1 Nothing contained in this agreement will be deemed to create any relationship or partnership, joint venture or agency between the parties hereto.
14. Variations and amendments
14.1 This agreement including the Schedules hereto contains the entire agreement of the parties and it is expressly declared that this agreement may only be varied or amended by the written agreement of both parties.
15. No assignment
15.1 The Sponsor will not assign, sub-license, divest or otherwise seek to dispose of or delegate any of its rights and obligations under this agreement without the prior written consent of the Event Owner.
16. Waiver
16.1 A waiver by either party of a breach of any term or condition of this agreement in any one instance will be in writing and will not be deemed as a continuing waiver or a waiver of any subsequent breach unless so provided for by the written notice.
17. Severability
17.1 Should any term of this agreement be considered void or voidable under any applicable law, the said term will be severed or amended in such a manner as to render the remainder of this agreement valid or enforceable, unless the whole commercial object would be frustrated as a result.
18. Costs
18.1 Each of the parties will pay the legal costs and expenses incurred by it in connection with the negotiation of this agreement unless otherwise agreed in writing.
19. Notices
19.1 Any notice given under this agreement will be in writing and will be sent to the party to be served at its address as it appears at the head of this agreement or such other address of which notice has been previously given to the other party in accordance with this clause. All notices will be delivered by hand or sent by registered or recorded delivery; by facsimile email. All notices will be deemed to have been received if delivered by hand on the date of delivery, if posted on the third day after posting and if sent by email or facsimile at the time of transmission provided that a receipt is provided.
20. Entire Agreement
20.1 This agreement contains the entire agreement of the parties with respect to the subject matter of this agreement and supersedes all prior agreements and arrangements (whether written or oral) in relation to such subject matter between the parties.
21. Jurisdiction
21.1 The construction, validity and performance of this agreement will be governed in all respects by English law and the parties submit to the exclusive jurisdiction of the English Courts.
IN WITNESS whereof the parties hereto have executed this agreement the day and year first above written.
(SIGNED BY )
a duly authorised representative of the Event Owner ---------------------------------------------------------------
(SIGNED BY )
a duly authorised representative of the Sponsor --------------------------------------------------------------
Schedule 1
Event of Format
Timing:
Structure:
Format:
Venue:
Brand Sector:
Sponsorship Fee:
0Instalments:
Additional Marketing Support:
Schedule 2
Event Marks
Schedule 3
Sponsor Logo
Schedule 4
Sponsorship Rights
1. The right to be designated as an “Official Event Sponsor” or “Official Category Sponsor” (or such similar designation as may be agreed between the parties) throughout the Term. The Sponsor will have the exclusive licence to use the Official Status and the Event Marks in all advertising, promotional and other materials of the Sponsor in any format or media worldwide relating to the Sponsor's corporate image and/or the Brand Sector Products.
2. The right to advertise on up to [ ] advertising boards and [ ] banners at the Venue.
3. The right to any additional branding rights.
4. The right to use the Official Status on stationery and in advertising and promotional campaigns in relation to the Event subject always to the rules on design and usage provided to the Sponsor by the Event Owner. The Sponsor will further have the licence to use the Official Status on its Brand Sector Products and related packaging material for promotional and non-retail purposes, subject to such use being approved in advance by the Event Owner.
5. The right to receive free editorial, advertisements and accreditation with the Official Status in any listing of sponsors, suppliers and licensees, and other such promotional coverage in the Event Owner’s publications each official programme for the Event (the Publication schedule to be agreed between the parties). The Event Owner will have the prior right of approval over the content and amount of such material to be submitted by the Sponsor, such approval not to be unreasonably withheld or delayed.
6. The right to [ ] tickets to the Event. The Sponsor will further have the right to host agreed corporate hospitality functions at the Event
7. The exclusive right for the Sponsor's products to be the only Brand Sector Products authorised by the Event Owner to be available for sale and distribution and promotion at all bars (and any other distribution points that may be agreed between the parties) at the Venue.
8. [The right to nominate the Sponsor Logo and the entitlement to change the Sponsor Logo to any other brand of the Sponsor within the Brand Sector giving the Event Owner reasonable notice of such change. The Sponsor will reimburse the Event Owner for any costs incurred in implementing such change.]
9. The right to organise and stage press conferences at the Event (Venue and dates to be agreed between the parties) and the final subject matter of such conferences will be approved in advance by the Event Owner, such approval not to be unreasonably withheld or delayed.