APPENDIX 3

Sponsorship Agreement Pro Forma

Warning

This document is provided as a sample only and is not a substitute for legal advice. You should seek the advice of a suitably qualified and experienced lawyer before using this document. In particular, you or your lawyer should:

• Check the law in your jurisdiction—make sure this agreement works there.

• Check for changes to the law—law and practice might have altered since this document was drafted or you last checked the situation.

• Modify wherever necessary—review this document critically and never use it without first amending it to suit your needs.

• Remember that every sponsorship is different.

• Beware of limits of expertise. If you are not legally qualified or are not familiar with this area of the law, do not use this document without first obtaining legal advice about it.

You should also read the guidance notes in Chapter 10 before using this sample agreement.

Sponsorship Agreement

This Sponsorship Agreement comprises the attached Schedules, Special Conditions, and Standard Conditions.

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This Sponsorship Agreement comprises the Standard Conditions, the Schedules, and the Special Conditions.

IT IS AGREED as follows.

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Special Conditions

(Insert here any changes to the Standard Conditions and any special conditions not referred to in the Standard Conditions or the Schedules.)

Standard Conditions

1. Sponsorship

1.1 Exclusivity

      Sponsor shall be the exclusive sponsor of the Property, in the Sponsorship Category, in the Territory.

1.2 Term

      Subject to this Agreement, the sponsorship starts on the Commencement Date and is effective for the Term.

1.3 Consideration

      The consideration for this Agreement is the mutual conferring of benefits referred to in clause 1.4.

1.4 Benefits

      (a) Sponsor must confer Owner Benefits on Owner; and

      (b) Owner must confer Sponsor Benefits on Sponsor,

      at the times outlined in, and in accordance with, Schedules 12 and 13.

1.5 Option to Renew

      (a) This clause applies if the parties specify “Yes” in Schedule 5.

      (b) Sponsor has an option to renew this Agreement for the further Period specified in Schedule 5 if:

          (i) Sponsor is not in breach under this Agreement; and

         (ii) Sponsor gives notice in writing to Owner no fewer than 3 months before the end of the Term stating it intends to exercise the option.

      (c) If Sponsor exercises the option, the provisions of this Agreement (except for this clause 1.5) shall continue in full force and effect for the further Period, subject to any differences in fees or Owner Benefits specified in Schedule 5 for the further Period.

1.6 First Right of Refusal

      (a) This clause applies if the parties specify “Yes” in Schedule 6.

      (b) Owner must not enter into an agreement with any other person to sponsor the Property in the Sponsorship Category at or immediately after the end of the Term without first offering the sponsorship to Sponsor on the same terms as it proposes to offer to (or as have been offered by) other parties.

      (c) If Sponsor declines within 30 days to accept the new sponsorship terms, Owner may enter into an agreement with a third party, but only on the terms offered to, and rejected by, Sponsor.

      (d) Sponsor’s first right of refusal extends to any revised terms offered to or by third parties after Sponsor declines to accept the initial terms.

1.7 No Assignment Without Consent

      (a) Sponsor must not assign, charge, or otherwise deal with Sponsor Benefits without the prior written consent of Owner.

      (b) Owner must not assign, charge, or otherwise deal with Owner Benefits without the prior written consent of Sponsor.

      (c) This clause does not apply to Owner Benefits or Sponsor Benefits that the parties, on signing this Agreement, agree will be conferred on third parties.

 

2. Objectives

2.1 Objectives of Sponsor

      The primary objectives of Sponsor in entering into this Agreement are:

      (a) to associate Sponsor’s brand with the Property;

      (b) to promote the products and services of Sponsor;

      (c) to encourage brand loyalty to Sponsor;

      (d) to assist in raising and maintaining Sponsor’s corporate profile and image;

      (e) to provide to Sponsor marketing leverage opportunities related to the Property;

      (f) to promote community awareness of, affinity for, and (if relevant) participation in the Property;

      (g) to continually review and evaluate the ongoing success and performance of the sponsorship for maximum commercial advantage to all parties; and

      (h) the objectives outlined in Schedule 10.

2.2 Objectives of Owner

      The primary objectives of Owner in entering into this Agreement are:

      (a) to secure sponsorship funds and other benefits;

      (b) to increase the profile, standing, brand value, and (if relevant) participation in the Property;

      (c) to promote the profile and corporate image of Sponsor and the use of Sponsor’s products and services;

      (d) to continually review and evaluate the ongoing success and performance of the sponsorship for the maximum commercial advantage to all parties; and

      (e) the objectives outlined in Schedule 11.

2.3 Fulfillment of Objectives

      The parties must act at all times in good faith toward each other with a view to fulfilling the objectives outlined in clauses 2.1 and 2.2. This Agreement is to be interpreted in a manner that best promotes the fulfilment of those objectives.

 

3. Warranties

3.1 Owner Warranties

      Owner warrants that:

      (a) it has full right and legal authority to enter into and perform its obligations under this Agreement;

      (b) it owns the Property (or, if the Property is not legally capable of being owned, it holds rights which effectively confer unfettered control of the Property);

      (c) Owner Marks do not infringe the trademarks, trade names, or other rights of any person;

      (d) it has, or will at the relevant time have, all government licenses, permits, and other authorities relevant to the Property;

      (e) it will comply with all applicable laws relating to the promotion and conduct of the Property; and

      (f) throughout this Agreement, it will conduct itself so as not to cause detriment, damage, injury, or embarrassment to Sponsor.

3.2 Sponsor Warranties

      Sponsor warrants that:

      (a) it has full right and legal authority to enter into and perform its obligations under this Agreement;

      (b) Sponsor Marks do not infringe the trademarks, trade names, or other rights of any other person;

      (c) it will comply with all applicable laws in marketing and promoting its sponsorship of the Property; and

      (d) throughout this Agreement, it will conduct itself so as not to cause detriment, damage, injury, or embarrassment to Owner.

 

4. Disclosure

4.1 Initial Disclosure

      Owner warrants that it has disclosed to Sponsor:

      (a) the substance (other than financial details) of all agreements entered into or currently under negotiation with Owner for sponsorship, exclusive or preferred supplier status or other like arrangements relating to the Property; and

      (b) all other circumstances which might have a material impact upon Sponsor’s decision to enter into this Agreement.

4.2 Continuing Disclosure

      Owner must from time to time keep Sponsor informed of:

      (a) new sponsorship, exclusive or preferred service or supplier status, or other like arrangements conferred by Owner in respect of the Property;

      (b) significant marketing programs and other promotional activities which might provide leverage opportunities for Sponsor; and

      (c) research and demographic information held or commissioned by Owner about the Property and its participants.

 

5. Marks and Title

5.1 Authorized Use

      (a) Sponsor may use Owner Marks:

          (i) for all purposes reasonably incidental to obtaining the Sponsor Benefits; and

         (ii) as permitted in Schedule 18.

      (b) Owner may use Sponsor Marks;

          (i) for all purposes reasonably incidental to obtaining the Owner Benefits; and

         (ii) as permitted in Schedule 19.

5.2 No Unauthorized Use

      (a) Sponsor must not use, or permit the use of, Owner Marks or any other trade or service marks, logos, designs, devices, or intellectual property rights of Owner; and

      (b) Owner must not use, or permit the use of, Sponsor Marks or any other trade or service marks, logos, designs, devices, or intellectual property rights of Sponsor,

      unless:

      (c) authorized by this Agreement; or

      (d) with the written consent of the other party.

5.3 Merchandise

      (a) Unless permitted in Schedule 18, Sponsor must not manufacture, sell, or license the manufacture or sale of any promotional or other merchandise bearing Owner Marks without Owner’s prior written consent.

      (b) Unless permitted in Schedule 19, Owner must not manufacture, sell, or license the manufacture or sale of any promotional or other merchandise bearing Sponsor Marks without Sponsor’s prior written consent.

      (c) All authorized merchandise bearing Owner Marks or Sponsor Marks permitted under this Agreement must be:

          (i) of a high standard;

         (ii) of such style, appearance, and quality as to suit the best exploitation of the Sponsor, Owner, and Property (as the case may be); and

        (iii) free from product defects, of merchantable quality, and suited for its intended purpose.

5.4 Image

      The parties must ensure that any authorized use by them of the other’s marks or intellectual property rights:

      (a) is lawful;

      (b) properly and accurately represents those rights;

      (c) (in the case of Owner using Sponsor Marks), strictly complies with Sponsor’s trademark and logo usage policies current at the relevant time;

      (d) is consistent with the other’s corporate image; and

      (e) (if used in connection with the provision of goods or services) is associated only with goods or services of the highest quality.

5.5 Enforcement Protection

      The parties must provide all reasonable assistance to each other to protect against infringers of Owner Marks or Sponsor Marks in connection with the Property.

5.6 Title

      Despite any rights to use another’s marks conferred under this Agreement:

      (a) Owner holds all legal and equitable right, title, and interest in and to the Property and all Owner Marks;

      (b) Sponsor holds all legal and equitable right, title, and interest in and to the Sponsor Marks;

      (c) naming, title, and other rights conferred by this Agreement merely constitute licenses to use the relevant Owner Marks or Sponsor Marks (as the case may be) for the purposes of, and in accordance with, this Agreement and do not confer any property right or interest in those marks; and

      (d) the right to use another’s marks is non-exclusive and non-assignable.

5.7 Infringements Incidental to Television Broadcasts, Etc.

      This clause 5 does not prevent any person holding rights to televise or reproduce images associated with the Property from incidentally broadcasting or reproducing Sponsor Marks appearing as or in signage on premises controlled by Owner and relevant to the Property.

5.8 No Alteration to Broadcast Signal, Etc.

      Owner must not authorize or permit any media rights holder contracted in respect of the Property (for example, the official broadcaster of an event or an authorized Internet site manager or multimedia provider or rights holder), in the exercise of those media rights, to alter any images associated with the Property (for example, by the artificial electronic insertion, removal, or alteration of signage or other images) without the prior written consent of Sponsor.

 

6. Media, Branding, Leverage, Etc.

6.1 Media Exposure

      At all reasonable opportunities:

      (a) Owner will use its best endeavors to obtain public and Media exposure of the sponsorship; and

      (b) Sponsor will use its best endeavors to obtain public and Media exposure of the Property.

6.2 Approval

      Media releases relating to the sponsorship must:

      (a) be issued jointly by the parties; or

      (b) not be issued by one party without the consent of the other.

6.3 Promotional Objectives

      Owner and Sponsor must use their best endeavors to achieve their promotional and Media objectives outlined in Schedule 20. Sponsor licenses Owner to use Sponsor Marks, and Owner licenses Sponsor to use Owner Marks, for these purposes.

6.4 Leverage

      Sponsor has the right at its cost to:

      (a) promote itself, its brands, and its products and services in association with the Property; and

      (b) engage in advertising and promotional activities to maximize the benefits to it of its association with the Property,

      provided that it will not knowingly or recklessly engage in any advertising or promotional activities which reflect unfavorably on the Property, the parties, or any other sponsors of the Property.

6.5 Social Media Policies

      Owner must comply, and must procure its employees and contractors to comply, with Sponsor’s Social Media policies from time to time in relation to any direct or indirect references to the sponsorship or the Sponsor in Social Media content created or exchanged by or on behalf of Owner, its employees, or contractors.

 

7. Exclusivity

7.1 Exclusivity Within Territory

      (a) If the Sponsorship Category is designed for only 1 sponsor (for example, naming rights or principal sponsorship):

          (i) Sponsor’s rights under this Agreement are exclusive within the Territory; and

         (ii) Owner must not enter into any sponsorship or supply arrangements for the Property in the Sponsorship Category within the Territory with any other person.

      (b) If the Sponsorship Category is designed for multiple sponsors (for example, official suppliers or Gold Class sponsors) Owner must not, without the prior written consent of Sponsor (which must not be unreasonably withheld), enter into any sponsorship or supply arrangements for the Property in the Sponsorship Category within the Territory with any other person.

      (c) The sponsorship categories for the Property must not be redesigned without Sponsor’s prior written consent if to do so might affect adversely Sponsor’s rights under this clause.

7.2 Competitors

      Owner must not within the Territory authorize or permit to subsist:

      (a) the provision of any products or services to the Property, in any sponsorship category; or

      (b) any association with the Property,

      by any Competitor of Sponsor.

7.3 Sponsor Restraint

      Sponsor must not enter into any sponsorship or supply arrangements with any Competitor of the Property or the Owner during the Term or within a reasonable time after the end of the Term.

7.4 Injunctions

      The parties acknowledge that the restraints referred to in this clause 7 cannot adequately be compensated for in damages and consent to injunctive relief for the enforcement of these restraints.

 

8. Marketing and Service Delivery

8.1 Marketing Committee

      Owner and Sponsor will establish a marketing committee to meet quarterly (or otherwise, as agreed) for the purposes of:

      (a) reviewing the progress of the sponsorship and the mutual rights conferred under this Agreement;

      (b) evaluating the success of the sponsorship against its objectives;

      (c) discussing further opportunities for leverage and cross-promotional activities;

      (d) maximizing the ongoing benefits to the parties, implementing promotional strategies for the parties, and identifying new, mutual opportunities; and

      (e) maximizing the Sponsor Benefits by:

          (i) identifying actual or potential Ambush activities;

         (ii) using their best endeavors to prevent Ambush or minimize its potential impact on the sponsorship; and

        (iii) directing implementation of the strategies outlined in Schedule 26.

8.2 Service Delivery

      Both Sponsor and Owner must designate a representative to be primarily responsible for the provision of the day to day service and support required by the other party under this Agreement. Until otherwise nominated, the representatives will be the representatives named in Schedules 1 and 2.

8.3 Evaluation

      The parties must evaluate the success of the sponsorship in accordance with the criteria outlined in Schedule 14 and with the consequences (if any) outlined in that Schedule.

 

9. Termination

9.1 Expiry

      This Agreement, unless terminated earlier under this clause or extended under clause 1, will continue until the end of the Term.

9.2 Early Termination by Sponsor

      Sponsor may terminate this Agreement if any of the following occurs:

      (a) Owner fails to provide a Sponsor Benefit, and failure continues for 7 days after Owner receives written notice from Sponsor to provide the benefit.

      (b) Owner is Insolvent.

      (c) any event outlined in Schedule 23 occurs.

      (d) application of the evaluation criteria in Schedule 14 permits termination.

      (e) any laws come into operation which in any way restrict, prohibit, or otherwise regulate the sponsorship of, or association by Sponsor with, the Property or the Owner so that:

          (i) the benefits available to Sponsor are materially reduced or altered; or

         (ii) Sponsor’s obligations under this Agreement are materially increased.

      (f)  for reasons beyond the reasonable control of Sponsor, Sponsor is unable to continue to exploit and enjoy fully the Sponsor Benefits.

      (g) any major, public controversy arises in connection with the Owner, the Property, or this Agreement which, in the reasonable opinion of Sponsor, reflects adversely and substantially on Sponsor’s corporate image.

      (h) any statement, representation, or warranty made by Owner in connection with this Agreement proves to have been incorrect or misleading in any material respect.

      (i)  the rights conferred on Sponsor under this Agreement are directly or indirectly diminished, prejudiced, or compromised in any way by the reckless acts or omissions of Owner.

      (j) Owner has not used its best endeavors to ensure that the exclusive rights conferred on Sponsor under this Agreement are not directly or indirectly diminished, prejudiced, or compromised in any way by the acts or omissions of third parties (for example, by Ambush).

9.3 Early Termination by Owner

      Owner may terminate this Agreement if any of the following occurs:

      (a) Sponsor fails to provide a material Owner Benefit, and failure continues for 7 days after Sponsor receives written notice from Owner to provide the benefit.

      (b) Sponsor is Insolvent.

      (c) any event outlined in Schedule 24 occurs.

      (d) any major, public controversy arises in connection with the Sponsor or this Agreement which, in the reasonable opinion of Owner, reflects adversely and substantially on Owner’s corporate image or upon the Property.

      (e) any statement, representation, or warranty made by Sponsor in connection with this Agreement proves to have been incorrect or misleading in any material respect when made.

      (f)  the rights conferred on Owner under this Agreement are directly or indirectly diminished, prejudiced, or compromised in any way by the reckless acts or omissions of Sponsor.

9.4 Immaterial Breaches

      Nothing in this clause entitles a party to terminate this Agreement for trivial or immaterial breaches which cannot be remedied, however this does not prevent termination for regular, consistent, or repeated breaches (even if they would, alone, be trivial or immaterial).

9.5 Method of Termination

      A party entitled to terminate this Agreement may do so by notice in writing to the other at the address specified in Schedule 1 or Schedule 2, as the case may be.

9.6 Effect of Early Termination

      Termination of this Agreement for any reason shall be without prejudice to the rights and obligations of each party accrued up to and including the date of termination.

 

10. Re-branding

10.1 Change of Name, Logo, Product, Etc.

        If at any time Sponsor changes its name or logo, or wishes to change any Sponsor’s product associated with Property, Sponsor may re-brand the sponsorship of the Property provided that, in the reasonable opinion of Owner, to do so will not affect the good name and image of the Property or Owner.

10.2 Costs

        Re-branding must be at Sponsor’s cost. This includes:

        (a) direct costs to Sponsor; and

        (b) any costs incurred by Owner directly or indirectly resulting from the re-branding.

 

11. Governing Law and Jurisdiction

      The Applicable Law governs this Agreement. The parties submit to the non-exclusive jurisdiction of the courts of the country or region of the Applicable Law and courts of appeal from them for determining any dispute concerning this Agreement.

 

12. Relationship of Parties

      The parties are independent contractors. Nothing in this Agreement or in the description of the Sponsorship Category shall be construed to place the parties in, and the parties must not act in a manner which expresses or implies, a legal relationship of partnership, joint venture, franchise, employment, or agency.

 

13. Ongoing Assistance

13.1 Assist Parties

        Each party must promptly:

        (a) do all things;

        (b) sign all documents; and

        (c) provide all relevant assistance and information,

        reasonably required by the other party to enable the performance by the parties of their obligations under this Agreement.

 

14. Costs

14.1 Agreement Costs

        Each party must pay its own costs of and incidental to the negotiation, preparation, and execution of this Agreement.

14.2 Implementation Costs

        Unless otherwise specified as a Sponsor Benefit or Owner Benefit, each party must pay its own signage, advertising, leverage, general overhead, and incidental costs related to the performance of its obligations under this Agreement. Despite this, all signage, artwork, photography, film, video tape, and similar expenses directly or indirectly incurred under this Agreement must be met by Sponsor unless otherwise provided for in the Schedule or Special Conditions.

14.3 Transaction Taxes

        Sponsor must also pay all transaction taxes (such as GST, VAT, or similar goods or services taxes) applicable to this Agreement.

 

15. Notices

        Notices under this Agreement may be delivered or sent by post, facsimile, or email to the relevant addresses outlined in Schedules 1 and 2 and will be deemed to have been received in the ordinary course of delivery of notices in that form.

 

16. Insurance

16.1 Liability Insurance

        Owner must effect and keep current:

        (a) a public liability insurance policy for an amount not less than the amount specified in Schedule 25 for any single claim for liability of Owner or Sponsor or both for death, personal injury, or property damage occasioned to any person in respect of the Property (including a contractual liability endorsement to cover the obligations of Owner under clause 17);

        (b) such other insurance as is specified in Schedule 25; and

        (c) if Property is a one-off event (or if the parties specify in Schedule 25), event cancellation insurance in an amount equaling or exceeding the value of Sponsor Benefits.

16.2 Product Liability Insurance

        If:

        (a) Owner is authorized under this Agreement to manufacture, sell, or license the sale or manufacture of any merchandise bearing Sponsor Marks; or

        (b) Sponsor is authorized under this Agreement to manufacture, sell, or license the sale or manufacture of any merchandise bearing Owner Marks;

        the party so authorized must effect and keep current a product liability insurance policy for an amount not less than the amount specified in Schedule 25 for any single claim for liability of Owner or Sponsor or both for death, personal injury, or property damage occasioned to any person in respect of the manufacture or sale of the merchandise (for example, for claims relating to a defective product).

16.3 Terms of Policies

        All insurance policies effected under this Agreement must:

        (a) be wholly satisfactory to Beneficiary;

        (b) identify Beneficiary as a named insured;

        (c) remain enforceable for the benefit of Beneficiary even if invalid or unenforceable by Payer; and

        (d) include full, automatic reinstatement cover at all times during the Term.

16.4 Other Obligations

        Payer must:

        (a) not violate, or permit the violation of, any conditions of these policies; and

        (b) provide insurance certificates and copies of the policies to Beneficiary on its reasonable request.

 

17. Indemnities and Liability Limitation

17.1 Owner Indemnities

        Owner must indemnify Sponsor and Sponsor’s officers, employees and agents from and against all claims, damages, liabilities, losses, and expenses related to:

        (a) any breach by Owner of this Agreement;

        (b) the inaccuracy of any warranty or representations made by Owner;

      (c) any wrongful act or omission by Owner (including negligence, unlawful conduct, and wilfull misconduct) in performance of this Agreement;

      (d) Sponsor’s involvement with the Property (other than losses and expenses incurred solely as a result of Sponsor’s decision to invest in the Property);

      (e) liabilities for which insurance is required under clause 16.

17.2 Sponsor Indemnities

        Sponsor must indemnify Owner and Owner’s officers, employees, and agents from and against all claims, damages, liabilities, losses, and expenses related to:

        (a) any breach by Sponsor of this Agreement;

        (b) the inaccuracy of any warranty or representations made by Sponsor;

        (c) any wrongful act or omission by Sponsor (including negligence, unlawful conduct, and wilfull misconduct) in its performance of this Agreement; and

        (d) all liabilities for which insurance is required under clause 16.

17.3 Limitation of Liability

        To the extent permitted by law, Sponsor’s liability to Owner under this Agreement (whether for breach of warranty or otherwise) is limited to the payment of sponsorship fees as and when due.

 

18. Dispute Resolution

18.1 Mediation

        Any dispute or difference about this Agreement must be resolved as follows:

        (a) the parties must first refer the dispute to mediation by an agreed accredited mediator or, failing agreement, by a person appointed by the President or other senior officer of the Law Society or Bar Association in the jurisdiction of the Applicable Law;

        (b) the mediator must determine the rules of the mediation if the parties do not agree;

        (c) mediation commences when a party gives written notice to the other specifying the dispute and requiring its resolution under this clause;

        (d) the parties must use their best endeavors to complete the mediation within 14 days; and

        (e) any information or documents obtained through or as part of the mediation must not be used for any purpose other than the settlement of the dispute.

18.2 Final Resolution

        If the dispute is not resolved within 14 days of the notice of its commencement, either party may then, but not earlier, commence legal proceedings in an appropriate court.

18.3 Contract Performance

        Each party must continue to perform this Agreement despite the existence of a dispute or any proceedings under this clause.

18.4 Exceptions to Mediation

        Nothing in this clause prevents:

        (a) a party from seeking urgent injunctive relief in respect of an actual or apprehended breach of this Agreement;

        (b) Sponsor from exercising its rights under sub-clauses 9.2(a)-(c); or

        (c) Owner from exercising its rights under sub-clauses 9.3(a)-(c).

 

19. Confidentiality

      The commercial terms of this Agreement are confidential to the parties unless they otherwise agree. However, this does not prevent:

      (a) Sponsor or Owner disclosing the existence or the sponsorship to the general public; or

      (b) any promotional, marketing, or sponsorship activities authorized or required under this Agreement.

 

20. Definitions and Interpretation

20.1 Composition

        This Agreement comprises these Standard Conditions and the attached Schedules and Special Conditions.

20.2 Precedence

        The Special Conditions and the attached Schedules have precedence over these Standard Conditions to the extent of any inconsistency.

20.3 Definitions

        In this Agreement, unless the context otherwise requires, terms defined in the Schedules or Special Conditions have the meaning set out there and:

        Agreement means this Agreement as amended from time to time.

        Ambush means the association by any person, not authorized in writing by Owner, of the person’s name, brands, products, or services with the Property or with a party, through marketing or promotional activities or otherwise, whether or not lawful, accurate, or misleading.

        Beneficiary means the party for whose benefit an insurance policy must be effected under clause 16.

        Competitor means:

        (a) in the case of Sponsor:

         (i) any person who conducts any business which competes (other than incidentally), directly or indirectly, with any business conducted or services provided by Sponsor or any company related to Sponsor or whose products or services are antithetical to or incompatible with the business, products, or services of Sponsor; or

        (ii) any person listed in Schedule 21 or who conducts a business in the industry, or of the nature, described in that Schedule.

      (b) in the case of Owner:

          (i) any person who conducts any event or offers any product substantially similar to the Property anywhere in the Territory or whose operations are antithetical to or incompatible with the Property; or

         (ii) any person or property listed in Schedule 22 or any property or event of the nature described in that Schedule.

      Insolvent in respect of a party means one of the following events has occurred:

      (a) the filing of an application for the winding up, whether voluntary or otherwise, or the issuing of a notice summoning a meeting at which it is to be moved a resolution proposing the winding up, of the party;

      (b) the appointment of a receiver, receiver and manager, administrator, liquidator, or provisional liquidator with respect to that party or any of its assets;

      (c) the assignment by that party in favor of, or composition or arrangement or entering into of a scheme of arrangement (otherwise than for the purposes solely of corporate reconstruction) with, its creditors or any class of its creditors.

      (d) something having a substantially similar effect to (a) to (c) happens in connection with party or its assets under the Applicable Law.

      Media means any of communication to the public at large, whether by radio, television, newspaper, digital media (such as the Internet), or otherwise.

      Owner Benefits include additional fees or benefits that accrue to Owner by application of the evaluation criteria in Schedule 14.

      Owner Marks means Owner’s name and trade or service marks, labels, designs, logos, trade names, product identifications, artwork and other symbols, devices, copyright and intellectual property rights directly associated with the Property. If Schedule 16 is completed, the term is limited to the Owner Marks depicted or listed in that schedule.

      Payer means the party obliged to effect an insurance policy under clause 16.

      Social Media means a digital application that facilitates the creation and exchange of user-generated information, whether for personal or business purposes, including (for example and without limitation) blogs, wikis, social networks (such as Facebook, YouTube and Twitter), and online media.

      Sponsor Benefits may be reduced by application of the evaluation criteria in Schedule 14, and if reduced must be construed accordingly.

      Sponsor Marks means Sponsor’s name and the marks and other symbols outlined in Schedule 17.

20.4 Currency

        References to currency are to the lawful currency of the country or region of the Applicable Law.

20.5 Examples

        Examples given in this Agreement do not limit or qualify the general words to which they relate.

Signing Page

        By signing, you indicate acceptance of this Agreement (including the standard conditions and the special conditions) on behalf of the entity you represent and you declare your ability to sign this Agreement on behalf of the Sponsor/Owner (as the case may be).

 

        Signed for and on behalf of Sponsor

 

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        Signed for and on behalf of Owner

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