Event Sponsorship Terms

Agreed terms

1. Interpretation

The following definitions and rules of interpretation apply in this agreement.

1.1 Definitions:

Applicable Laws: the laws of England and Wales and any other laws or regulations, regulatory policies, guidelines or industry codes which apply to the exercise of the parties’ rights or the performance of their obligations.

Affiliate: any entity that directly or indirectly controls, is controlled by, or is under common control with another entity.

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Chosen Sponsorship Package: the sponsorship package selected from the Package Details, or as otherwise agreed between the Sponsor and the Organiser, as shown in the Contract Details.

Commercial Rights: any and all rights of a commercial nature connected with the Event, including without limitation, image rights, broadcasting rights, new media rights, endorsement and official supplier rights, sponsorship rights, merchandising rights, licensing rights, advertising rights and hospitality rights.

Confidential Information: has the meaning given in clause 17.

Contract Details: the terms of the contract to which these terms apply and referred to as the Contract Details.

control: the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and controls, controlled and the expression change of control shall be construed accordingly.

Designation: the designation “Official Sponsor”.

Event: the event, details of which are shown in the Contract Details.

Event Marks: the Organiser’s Marks and the Designation used singularly or collectively in association with the Event or in the exercise of the other Sponsorship Rights.

Event Marks Guidelines: any guidelines provided by the Organiser setting out the technical requirements or other conditions for the use and reproduction of the Event Marks, as these guidelines may be amended by the Organiser from time to time by notice in writing to the Sponsor.

Expert: a person appointed in accordance with clause 13 to determine any reduction in the Sponsorship Fee.

Force Majeure Event: has the meaning given in clause 16.1

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Invoice: an invoice issued or to be issued by the Organiser to the Sponsor for the Sponsorship Fee.

Organiser: Partner Event Promotions Limited (company number 11237632) whose registered office is at Crowthers, Abacus House Pennine Business Park, Longbow Close, Huddersfield, West Yorkshire, HD2 1GQ.

Organiser’s Marks: the trade marks to be used for all promotion, advertising and marketing of the Event, as set out in Contract Details, together with any associated artwork, design, slogan, text and other collateral marketing signs of the Organiser that are to be used in connection with the Event.

Package Details: the package options for the Event provided to the Sponsor by the Organiser giving details of the items included within, inter alia, the Chosen Sponsorship Package.

Sponsor’s Marks: the trade marks provided by the Sponsor for the purposes of this agreement, together with any accompanying artwork, design, slogan, text and other collateral marketing signs of the Sponsor.

Sponsorship Fee: the sums set out and payable in accordance with clause 3.

Sponsorship Rights: the bundle of rights granted to the Sponsor as detailed in the Package Details.

VAT: value added tax or any equivalent tax chargeable in the UK or elsewhere.

Venue: means the premises where the Event is to take place, details of which are in the Contract Details.

1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.3 This agreement shall be binding on, and ensure to the benefit of, the parties to this agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party’s personal representatives, successors and permitted assigns.

1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.6 A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

1.7 A reference to writing or written includes fax and e-mail.

1.8 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.9 A reference to this agreement or to any other agreement or document referred to in this agreement is a reference to this agreement or such other agreement or document as varied or notated (in each case, other than in breach of the provisions of this agreement) from time to time.

1.10 References to clauses are to the clauses of this agreement.

1.11 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. Grant of rights and reservations

2.1 The Organiser grants and the Sponsor accepts the Sponsorship Rights in accordance with the terms and conditions set out in this agreement.

2.2 All rights not expressly granted to the Sponsor under this agreement are reserved to the Organiser. The Sponsor acknowledges and agrees that:

(a) the Organiser is the owner or controller of the Commercial Rights and of all rights in the Event Marks;

(b) the Sponsor shall not be entitled to exploit or enter into any commercial or other agreement to exploit any of the Commercial Rights other than the Sponsorship Rights; and

(c) the Organiser shall be entitled to enter into any sponsorship arrangement with any third party subject only to any conditions or limitations expressly detailed in the Package Details. The Sponsor agrees that the Organiser shall not be, nor considered to be, nor deemed to be, in breach of any provision of this agreement as a result of entering into any such arrangement.

2.3 The Sponsor grants and the Organiser accepts a worldwide, sub-licensable, non-exclusive, royalty free licence to use the Sponsor’s Marks:

(a) for the delivery of the Sponsorship Rights;

(b) in perpetuity to promote and exploit the Event in any media whether now known or yet to be invented (including in a computer game, on a website or mobile-device application) including by use on promotional material and merchandising.

3. Sponsorship Fee

3.1 In consideration of the Sponsorship Rights granted to the Sponsor, the Sponsor shall pay the Organiser the fee detailed for the Chosen Sponsorship Package as detailed in the Package Details which shall be the Sponsorship Fee, payable in the manner and on the dates detailed in the Contract Details.

3.2 All amounts payable to the Organiser under this agreement are to be paid free and clear of currency control restrictions, bank charges, fees, duties or other transactional costs, the payment of which shall be the sole responsibility of the Sponsor.

3.3 No deductions may be made from, nor purported right of set-off exercised in relation to the Sponsorship Fee.

4. Obligations of the Sponsor

4.1 The Sponsor undertakes to the Organiser:

(a) to exercise the Sponsorship Rights strictly in accordance with the terms of this agreement. For the avoidance of doubt, the Sponsor shall not be entitled to use or exploit any of the Commercial Rights (other than the Sponsorship Rights) in any way;

(b) to use any Event Marks and other branding materials provided by the Organiser in accordance with any Event Marks Guidelines;

(c) to comply with all Applicable Laws relevant to the exercise of its rights and the performance of its obligations under this agreement;

(d) to provide to the Organiser, at the Sponsor’s sole cost and expense, all suitable material including artwork of the Sponsor’s Marks in a format and within print deadlines reasonably specified by the Organiser for it to be reproduced under the control of the Organiser for the fulfilment of the Sponsorship Rights;

(e) not to apply for registration of any part of the Event Marks or anything confusingly similar to the Event Marks as a trade mark for any goods or services;

(f)  not to use the Event Marks or any part of them or anything confusingly similar to them in its trading or corporate name or otherwise, except as authorised under this agreement;

(g) not to do or permit anything to be done which might adversely affect any of the Commercial Rights or the value of the Commercial Rights;

(h) to provide all reasonable assistance to the Organiser in relation to the Organiser’s exploitation of the Commercial Rights;

(i)  to assist the Organiser in protecting the Event Marks and not to knowingly do, or cause or permit to be done, anything which may prejudice or harm or which has the potential to prejudice or harm the Event Marks or the Organiser’s title to the Event Marks or the image of the Event, the Organiser or the Venue;

(j)  to notify the Organiser of any suspected infringement of the Event Marks, but not to take any steps or action whatsoever in relation to that suspected infringement unless requested to do so by the Organiser;

(k) to hold any additional goodwill generated by the Sponsor for the Event Marks as bare trustee for the Organiser and to assign the same to the Organiser at any time on request and in any event following termination of this agreement;

(l)  to execute any further documentation and provide any assistance as may reasonably be requested by the Organiser to protect the Event Marks. This may include recording the terms of this agreement or any understanding or obligation under this agreement on any trade mark register or other register, or in any other way.

4.2  The Sponsor has no right to sub-license, assign or otherwise dispose of any of the Sponsorship Rights, including to its Affiliates, without the Organiser’s prior written consent.

4.3 The Sponsor shall not engage in joint promotions with any third party in relation to the Event without the Organiser’s prior written consent.

5. Obligations of the Organiser

5.1 The Organiser shall organise and stage the Event at the Venue at its sole cost and expense in accordance with the terms of this agreement.

5.2 The Organiser confirms that it shall be responsible for:

(a) arranging the attendance of and payment for all performers, artistes, musicians, celebrities, stewards, staff and personnel on public duty employed, engaged or appointed by the Organiser throughout the Event; and

(b) the printing and supply of flysheets, posters, programmes, admission tickets, stationery, publicity material and advertisements in local and national press which shall bear the Event Marks.

5.3 The Organiser shall use its reasonable endeavours to deliver or ensure the delivery of each and all of the Sponsorship Rights to the Sponsor.

5.4 The Organiser shall ensure that all relevant Sponsor signage and advertising to be delivered as part of the Sponsorship Rights is properly in place and operational and not concealed or obscured from view at any time.

5.5 The Organiser shall use its reasonable endeavours to procure that broadcasters will not use any method (whether existing now or in the future, including live or near-live post-production methods) to alter or change in any way whatsoever any and all Venue advertising and promotion materials (including banners, boards and hoardings) featuring the Sponsor’s Marks in any televisual coverage of the Event.

5.6 The Organiser confirms that, whenever possible, it will ensure that the Sponsor’s Marks will be present in accordance with this agreement and that the Sponsor’s Marks are incorporated into all promotional, advertising and publicity material as detailed in the Chosen Sponsorship Package.

5.7 The Organiser shall comply with all Applicable Laws relevant to its performance of this agreement as well as any conditions attached to any licences or consents issued in connection with the Event including regarding health and safety and crowd security measures at the Venue.

5.8 The Organiser accepts that, regardless of the obligations of the Organiser to promote the Event within the terms of this agreement, the Sponsor shall be entitled to advertise, publicise, promote and otherwise commercially exploit its own products, goodwill and reputation through the Sponsor’s association with the Event on and subject to the terms of this agreement.

6. Representations and warranties

6.1 Each party warrants and undertakes to the other that:

(a) it has full authority to enter into this agreement and is not bound by any agreement with any third party that adversely affects this agreement; and

(b) it has and will maintain throughout the term of this agreeement, all necessary powers, authority and consents to enter into and fully perform its obligations under this agreement.

6.2 The Organiser represents to the Sponsor that the Organiser owns or controls the Event and the Event Marks and that the Sponsor’s use of the Event Marks and its exercise of the other Sponsorship Rights in accordance with the provisions of this agreement shall not infringe the rights of any third party.

6.3 The Sponsor represents and warrants that:

(a) it owns or is solely entitled to use the Sponsor’s Marks and any other material supplied to the Organiser in relation to this agreement and the Organiser shall be entitled to see evidence to this effect on request;

(b) the Organiser’s use of the Sponsor’s Marks in accordance with clause 2.3 will not infringe the rights of any third party.

7. Anti-bribery

7.1 Each party agrees that it shall comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements) and shall maintain in place throughout the term of this agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and will enforce them where appropriate.

7.2 Each party shall ensure that any person associated with it who is performing services in connection with this agreement does so only on the basis of a written contract which imposes on and secures from that person terms equivalent to those imposed on the Sponsor in this clause 7 (Relevant Terms). The party shall be responsible for the observance and performance by these persons of the Relevant Terms, and shall be directly liable to the other party for any breach by these persons of any of the Relevant Terms.

7.3 Breach of this clause 7 shall be deemed a material breach under clause 14.1(b).

7.4 For the purpose of this clause 7, the meaning of adequate procedures and and whether a person is associated with another person shall be determined in accordance with the Bribery Act 2010 (and any guidance issued under section 9 of that Act). For the purposes of this clause 7, a person associated with a party includes but is not limited to any subcontractor of that party.

8. Indemnities

8.1 The Sponsor shall indemnify the Organiser against all liabilities, costs, expenses, damages and losses (including but not limited to any interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the Organiser arising out of or in connection with any claim made against the Organiser by a third party for actual or alleged infringement of a third party’s Intellectual Property Rights or moral rights arising out of or in connection with the Organiser’s use of the Sponsor’s Marks in accordance with this agreement.

8.2 The Organiser shall indemnify the Sponsor against all liabilities, costs, expenses, damages and losses (including but not limited to any interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Sponsor arising out of or in connection with any claim made against the Sponsor by a third party for actual or alleged infringement of a third party’s Intellectual Property Rights or moral rights arising out of or in connection with the Sponsor’s use of the Organiser’s Marks in accordance with this agreement.

8.3 The indemnities in this clause 8 shall not cover the indemnified party to the extent that a claim under it results from the indemnified party’s negligence or wilful misconduct.

8.4 If any third party makes a claim, or notifies an intention to make a claim, against an indemnified party which may reasonably be considered likely to give rise to a liability under an indemnity in this clause 8 (a Claim), the indemnified party shall:

(a) as soon as reasonably practicable, give written notice of the Claim to the indemnifying party, specifying the nature of the Claim in reasonable detail;

(b) not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the indemnifying party, provided that the indemnified party may settle the Claim (after giving prior written notice of the terms of settlement (to the extent legally possible) to the indemnifying party, but without obtaining the indemnifying party’s consent) if the indemnified party reasonably believes that failure to settle the Claim would be prejudicial to it in any material respect;

(c) give the indemnifying party and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the indemnified party, so as to enable the indemnifying party and its professional advisers to examine them and to take copies (at the indemnifying party’s expense) for the purpose of assessing the Claim; and

(d) subject to the indemnifying party providing security to the indemnified party to the indemnified party’s reasonable satisfaction against any claim, liability, costs, expenses, damages or losses which may be incurred, take such action as the indemnifying party may reasonably request to avoid, dispute, compromise or defend the Claim.

8.5 If a payment due from the indemnifying party under this clause is subject to tax (whether by way of direct assessment or withholding at its source), the indemnified party shall be entitled to receive from the indemnifying party such amounts as shall ensure that the net receipt, after tax, to the indemnified party in respect of the payment is the same as it would have been were the payment not subject to tax.

8.6 Nothing in this clause shall restrict or limit the indemnified party’s general obligation at law to mitigate a loss it may suffer or incur as a result of an event that may give rise to a claim under this indemnity.

9. Limitation of liability

9.1 Nothing in this agreement shall limit or exclude a party’s liability:

(a) for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

(b) for fraud or fraudulent misrepresentation;

(c) for breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law; or

(d) under the indemnities set out at clause 8.1 and clause 8.2.

9.2 Subject to clause 9.1, under no circumstances shall a party be liable to the other for any of the following, whether in contract, tort (including negligence) or otherwise:

(a) loss of revenue or anticipated revenue;

(b) loss of savings or anticipated savings;

(c) loss of business opportunity;

(d) loss of profits or anticipated profits;

(e) wasted expenditure; or

(f)  any indirect or consequential losses.

9.3 Subject to clause 9.1, the Organiser’s maximum aggregate liability in contract, tort (including negligence) or otherwise, however arising, under or in connection with this agreement shall be limited to the amount of the Sponsorship Fee paid under or pursuant to this agreement (the Cap), always provided that where any sums are refunded to the Sponsor pursuant to clause 13 the Cap shall be reduced by the amount of such refund.

10. Intellectual Property Rights

10.1 The Organiser and the Sponsor acknowledge as follows:

(a) all rights in the Sponsor’s Marks, including any goodwill associated with them, shall be the sole and exclusive property of the Sponsor, and, save as expressly provided in clause 2.3, the Organiser shall not acquire any rights in the Sponsor’s Marks, nor in any developments or variations of them; and

(b) all rights in the Organiser’s Marks, including any goodwill associated with them, shall be the sole and exclusive property of the Organiser and the Sponsor shall not acquire any rights in the Organiser’s Marks, including any developments or variations of them.

10.2 All Intellectual Property Rights in and to any materials produced for the Event by or on behalf of the Organiser or jointly by the Organiser and the Sponsor shall, with the exception of the Sponsor’s Marks, be the sole and exclusive property of the Organiser and if the Sponsor acquires, by operation of law, title to any such Intellectual Property Rights it shall assign them to the Organiser on request, whenever that request is made.

11. Insurance

11.1 The Sponsor confirms that it shall arrange a comprehensive insurance policy, at its sole cost to cover any loss, damage or claim arising directly or indirectly from the public’s use of any product or services being promoted by the Sponsor, or otherwise made available at the Venue by the Sponsor, together with all other goods or services associated with the Sponsor’s Marks.

11.2 The Organiser confirms that it will take out a comprehensive insurance policy for the Event, including adequate public liability insurance for injury or death of any participants, performers or spectators.

12. Event cancellation

The Organiser reserves the right to cancel the Event for any reason (including, without limitation, by reason of a Force Majeure Event). The Organiser shall notify the Sponsor of the cancellation as soon as possible. The parties agree that:

(a) the Organiser shall not be in breach of this agreement by virtue of that cancellation or abandonment;

(b) on the Organiser notifying the Sponsor of such cancellation this agreement shall automatically terminate and the provisions of clause 15 shall apply, save that the Sponsor shall have the right to negotiate a reduction in the Sponsorship Fee in accordance with clause 13.

13. Right of negotiation of reduction

13.1 Without prejudice to the other rights of the Sponsor under this agreement, the parties agree to negotiate a reasonable reduction and, where applicable, refund of the Sponsorship Fee to reflect any material restriction in the benefit or value of the Sponsorship Rights to the Sponsor, including if any of the following events occurs:

(a) any change in any laws or regulatory provisions prior to the date of the Event which has an adverse impact on the value of the Sponsorship Rights;

(b) cancellation of the Event for any reason including as a result of a Force Majeure Event; or

(c) material changes to the nature or size of the Event.

13.2 The Sponsor shall notify the Organiser within 15 Business Days from the occurrence of an event (if a specific event or otherwise as soon as practicable) that the Sponsor wishes to obtain a reduction and/or refund of the Sponsorship Fee. The Organiser and the Sponsor shall negotiate in good faith to agree an appropriate reduction and/or refund to reflect the reduced value of the Sponsorship Rights as a result of the occurrence of an event. If the parties are unable to agree a reduction and/or refund within 30 Business Days of the Sponsor’s notice of the relevant event, the parties shall refer the matter to an Expert for resolution in accordance with this clause 13.

13.3 The parties shall agree on the appointment of an independent Expert and shall agree with the Expert the terms of his appointment.

13.4 If the parties are unable to agree on an Expert or the terms of his appointment within seven days of either party serving details of a suggested Expert on the other, either party shall then be entitled to request the president for the time being of the Institute of Chartered Accountants of England and Wales to appoint an Expert with experience in dealing with sponsorship rights and valuation and for the said president to agree with the Expert the terms of his appointment.

13.5 The Expert is required to prepare a written decision and give notice (including a copy) of the decision to the parties within a maximum of three months of the matter being referred to the Expert.

13.6 If the Expert dies or becomes unwilling or incapable of acting, or does not deliver the decision within the time required by this clause then:

(a) either party may apply to president for the time being of the Institute of Chartered Accountants of England and Wales to discharge the Expert and to appoint a replacement Expert with the required expertise; and

(b) this clause applies in relation to the new Expert as if he were the first Expert appointed.

13.7 The parties are entitled to make submissions to the Expert and will provide (or procure that others provide) the Expert with any assistance and documents as the Expert reasonably requires for the purpose of reaching a decision.

13.8 To the extent not provided for by this clause, the Expert may, in his reasonable discretion, determine any other procedures to assist with the conduct of the determination as he considers just or appropriate including (to the extent he considers necessary) instructing professional advisers to assist him in reaching his determination.

13.9 Each party shall, with reasonable promptness, supply the other with all information and give the other access to all documentation and personnel as the other party reasonably requires to make a submission under this clause.

13.10 The Expert shall act as an expert and not as an arbitrator. The Expert shall determine a sum representing a reasonable reduction or, where applicable, a refund of the Sponsorship Fee. The Expert’s determination may include any issue involving the interpretation of any provision of this Agreement, his jurisdiction to determine the matters and issues referred to him or his terms of reference. The Expert’s written decision on the matters referred to him shall be final and binding on the parties in the absence of manifest error or fraud.

13.11 Each party shall bear its own costs in relation to the reference to the Expert. The Expert’s fees and any costs properly incurred by him in arriving at his determination (including any fees and costs of any advisers appointed by the Expert) shall be borne by the parties equally or in any other proportions as the Expert shall direct.

13.12 All matters concerning the process and result of the determination by the Expert shall be kept confidential among the parties and the Expert.

13.13 Any reduction or refund of the Sponsorship Fee agreed pursuant to clause 13.2 or determined to be due by an Expert in accordance with clause 13.5 shall be payable within 30 days of that agreement or determination or on any dates as agreed by the parties in writing.

14. Termination

14.1 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:

(a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 5 days after being notified in writing to make such payment;

(b) the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 10 Business Days after being notified in writing to do so. However, this 10 Business Day period will be reduced to three Business Days if the Organiser calls upon the Sponsor to remedy the breach during, or within, the 20 Business Day period before the Event begins;

(c) the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;

(d) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;

(e) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(f)  a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company, limited liability partnership or partnership) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company);

(h) the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;

(i)  a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;

(j)  the other party (being an individual) is the subject of a bankruptcy petition, application or order;

(k) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;

(l)  any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 14.1(d) to clause 14.1(k) (inclusive);

(m) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;

(n) the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing their own affairs or becomes a patient under any mental health legislation; or

(o) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010).

14.2 For the purposes of clause 14.1(b), material breach means a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which the terminating party would otherwise derive from:

(a) a substantial portion of this agreement; or

(b) any of the obligations set out in clause 4, clause 5 or clause 7,

over the term of this agreement. In deciding whether any breach is material no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding.

15. Consequences of termination

15.1 On termination or expiry of this agreement:

(a) the Sponsorship Rights granted by the Organiser to the Sponsor under this agreement shall immediately terminate and revert to the Organiser;

(b) following termination of the Sponsorship Rights and their reversion to the Organiser the Sponsor shall not exercise the Sponsorship Rights or use or exploit (directly or indirectly) its previous connection with the Organiser or the Event;

(c) each party shall promptly return to the other any property of the other within its possession or control;

(d) each party shall pay to the other any sums that are outstanding and to be accounted for under this agreement;

(e) the following clauses shall continue in force: clause 1 (Definitions and interpretation), clause 8 (Indemnities), clause 9 (Limitation of liability), clause 12 (Event cancellation), clause 15 (Consequences of termination), clause 17 (Confidentiality) and clause 21 (Set-off) to clause 30 (Governing law and jurisdiction).

15.2 Termination of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.

16. Force majeure

16.1 Force Majeure Event means any circumstance not within a party’s reasonable control including, without limitation:

(a) acts of God, flood, drought, earthquake or other natural disaster;

(b) epidemic or pandemic;

(c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;

(d) nuclear, chemical or biological contamination or sonic boom;

(e) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;

(f)  collapse of buildings, fire, explosion or accident;

(g) any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party);

(h) non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this clause); and

(i)  interruption or failure of utility service.

16.2 Provided it has complied with clause 16.4 and subject to clause 12, if a party is prevented, hindered or delayed in or from performing any of its obligations under this agreement by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

16.3 The corresponding obligations of the other party will be suspended, and its time for performance of such obligations extended, to the same extent as those of the Affected Party.

16.4 The Affected Party shall:

(a) as soon as reasonably practicable after the start of the Force Majeure Event, notify the other party of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement; and

(b) use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.

16.5 If the Force Majeure Event prevents, hinders or delays the Affected Party’s performance of its obligations for a continuous period of more than 4 weeks, the party not affected by the Force Majeure Event may terminate this agreement by giving 2 weeks’ written notice to the Affected Party.

17. Confidentiality

Confidential Information means all confidential information (however recorded or preserved) disclosed by a party or its Representatives (as defined below) to the other party and that party’s Representatives whether before or after the date of this agreement, including:

(a) the terms of this agreement;

(b) any information that would be regarded as confidential by a reasonable business person relating to:

(i)  the business, affairs, customers, clients, suppliers, or plans, intentions, or market opportunities of the disclosing party (or of any member of the group of companies to which the disclosing party belongs); and

(ii) the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party (or of any member of the group of companies to which the disclosing party belongs); and

(c) any information developed by the parties in the course of carrying out this agreement.

Representatives means, in relation to a party, its employees, officers, representatives and advisers.

17.2 The provisions of this clause shall not apply to any Confidential Information that:

(a) is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause);

(b) was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;

(c) was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party’s knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party; or

(d) the parties agree in writing is not confidential or may be disclosed.

17.3 Each party shall keep the other party’s Confidential Information confidential and shall not:

(a) use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this agreement (Permitted Purpose); or

(b) disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause.

17.4 A party may disclose the other party’s Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:

(a) it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and

(b) at all times, it is responsible for such Representatives’ compliance with the confidentiality obligations set out in this clause.

17.5 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 17.5, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

17.6 A party may, provided that it has reasonable grounds to believe that the other party is involved in activity that may constitute a criminal offence under the Bribery Act 2010, disclose Confidential Information to the Serious Fraud Office without first informing the other party of such disclosure.

17.7 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information other than those expressly stated in this clause are granted to the other party, or to be implied from this agreement.

17.8 On termination of this agreement, each party shall:

(a) destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party’s Confidential Information;

(b) erase all the other party’s Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable); and

(c) certify in writing to the other party that it has complied with the requirements of this clause, provided that a recipient party may retain documents and materials containing, reflecting, incorporating or based on the other party’s Confidential Information to the extent required by law or any applicable governmental or regulatory authority. The provisions of this clause shall continue to apply to any such documents and materials retained by a recipient party.

17.9 Except as expressly stated in this agreement, no party makes any express or implied warranty or representation concerning its Confidential Information.

18. Announcements

18.1 Subject to clause 18.2, no party shall make, or permit any person to make, any public announcement, communication or circular (announcement) concerning the existence, subject matter or terms of this agreement, the wider transactions contemplated by it, or the relationship between the parties, without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed).

18.2 Where an announcement is required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange), or by any court or other authority of competent jurisdiction, the party required to make the announcement shall promptly notify the other parties. The party concerned shall make all reasonable attempts to agree the contents of the announcement before making it.

19. Value added tax

All sums payable under this agreement are exclusive of any VAT that may be payable by either party.

20. Interest

If a party fails to make any payment due to the other party under this agreement by the due date for payment, then, without limiting the other party’s remedies under clause 14, the defaulting party shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment.

Interest under this clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

21. Set-off

All amounts due under this agreement shall be paid by the Sponsor to the Organiser in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

22. No partnership or agency

22.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

22.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

23. Third party rights

23.1 This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

23.2 The rights of the parties to rescind or vary this agreement are not subject to the consent of any other person.

24. Variation

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

25. Assignment and other dealings

This agreement is personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.

26. Waiver

No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

27. Severance

27.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.

27.2 If one party gives notice to the other of the possibility that any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

28. Entire agreement

28.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

28.2 Each party acknowledges that in entering into this agreement it does not rely on and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.

28.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

28.4 Nothing in this clause shall limit or exclude any liability for fraud.

29. Notices

29.1 Any notice or other communication given to a party under or in connection with this contract shall be in writing and shall be:

(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(b) sent by fax to its main fax number; or

(c) sent by email to the address specified by the relevant party for this purpose.

29.2 Any notice or communication shall be deemed to have been received:

(a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;

(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.

(c) if sent by fax or email, at 9.00 am on the next Business Day after transmission.

29.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

30. Governing law

This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

31. Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.