Sponsorship agreement (premium)

Sponsorship agreement (premium) contents

1. Definitions: definitions.
2. Term: commencement of term; end of term.
3. Sponsorship benefits: grant of sponsorship benefits; standard of provision of sponsorship benefits; non-material variation of sponsorship benefits; substitution of sponsorship benefits; breach consequential upon other party's breach.
4. Exclusivity: exclusivity of sponsorship for second party; no restriction on third party sponsors; limited restrictions on appointment of third party sponsors; limitations on sponsor.
5. Sponsor
   Trade Marks: provision of trade marks; licence to use sponsor trade marks; trade mark style guide; standard of use of trade marks; prohibition on actions liable to damage trade marks; goodwill in trade marks; specific request to cease use of trade marks; warranty of trade marks non-infringement; no implied rights to trade marks; trade marks upon termination.
6. Organiser
   Trade Marks: provision of trade marks; licence to use organiser trade marks (sponsorship); trade mark style guide; standard of use of trade marks; prohibition on actions liable to damage trade marks; goodwill in trade marks; specific request to cease use of trade marks; warranty of trade marks non-infringement; no implied rights to trade marks; trade marks upon termination.
7. Reputation and goodwill: protection of second party reputation and goodwill; protection of first party reputation and goodwill.
8. Charges: obligation to pay charges; amounts inclusive or exclusive of VAT.
9. Payments: issue of invoices; time for payment of charges following invoice; payment methods; interest on late payments; interest on late payments.
10. Confidentiality obligations:
    Organiser
    confidentiality undertaking;
    Sponsor
    confidentiality undertaking; disclosure of confidential information to certain persons; exceptions to confidentiality obligations; disclosures of confidential information mandated by law etc; parties to stop using confidential information upon termination; parties to delete confidential information following termination; confidentiality obligations after termination.
11. Warranties: first party warranty of authority; second party warranty of authority; exclusion of implied warranties and representations.
12. Third party infringement of
    Sponsor
    Trade Marks: notification of third party trade mark infringement; application of Section 30 of the Trade Marks Act 1994; assistance with third party trade mark infringement.
13. Third party infringement of
    Organiser
    Trade Marks: notification of third party trade mark infringement; application of Section 30 of the Trade Marks Act 1994; assistance with third party trade mark infringement.
14. Indemnities: indemnity (flexible, with definition); conditions upon first party indemnity; indemnity (flexible, with definition); conditions upon second party indemnity; limitations of liability vs indemnities.
15. Limitations and exclusions of liability: caveats to limits of liability; interpretation of limits of liability; no liability for force majeure; no liability for loss of profits; no liability for loss of revenue; no liability for loss of use; no liability for loss of opportunities; no liability for loss of data or software; no liability for consequential loss; per event liability cap upon services contract; aggregate liability cap upon services contract.
16. Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
17. Termination: termination without cause by first party; termination without cause by second party; termination by first party upon breach; termination by second party upon breach; termination upon insolvency.
18. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
19. Notices: contractual notices must be in writing; methods of sending contractual notices; contact details for contractual notices; substitute contact details for notices; acknowledgement of notice by email; deemed receipt of contractual notices.
20. Assignment: assignment by first party; assignment by second party.
21. No waivers: no unwritten waivers of breach; no continuing waiver.
22. Severability: severability of whole; severability of parts.
23. Third party rights: third party rights: benefit; third party rights: exercise of rights.
24. Variation: variation in writing and signed.
25. Entire agreement: entire agreement: documents; no misrepresentation; section subject to caveats to limits of liability.
26. Law and jurisdiction: governing law; jurisdiction.
27. Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.

SCHEDULE 1 (SPONSORSHIP PARTICULARS)

1. Specification of sponsorship benefits: specification of sponsorship benefits prompt.
2. Financial provisions: financial provisions prompt.