Sponsorship and Advertising Agreement
Between
Chad Robinson Legacy Foundation Limited
and
The party specified in item 1 of Schedule 2
​
Contents Page
1 Defined terms and interpretation 1
2 Term 1
3 Sponsorship 1
3.1 Sponsorship 1
3.2 Sponsorship Contribution 2
3.3 Sponsor Benefits 2
3.4 Sponsor Collateral 2
3.5 Progress meetings 3
4 Intellectual Property 3
4.1 Grant of licence to trade marks 3
4.2 Use of trade marks 3
5 Confidentiality 4
6 Privacy 4
7 Warranties and liability 4
7.1 Warranties 4
7.2 Liability 5
8 GST 5
9 Dispute resolution 5
9.1 Reasonable endeavours to resolve 5
9.2 Notice of Dispute 6
9.3 Dispute not resolved 6
10 Termination of agreement 6
11 Force majeure 7
12 Notices 7
13 General 7
Schedule 1 Dictionary 9
Schedule 2 Commercial Terms 13
Execution page 16
Parties
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Chad Robinson Legacy Foundation Limited ABN 37 620 518 694 of Level 5, Suite 507, 2-8 Brookhollow Avenue, BELLA VISTA NSW 2153 (Charity, our, us or we).
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The party named at item 1 of Schedule 2 to this agreement (Sponsor, you or your).
Background
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The Sponsor and the Charity will work together in relation to certain sponsorship arrangements as set out in this agreement.
The parties agree
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1 Defined terms and interpretation
(a)A term or expression starting with a capital letter:
(i)which is defined in the Dictionary in Schedule 1, has the meaning given to it in the Dictionary;
(ii)which is defined in the Corporations Act, but is not defined in the Dictionary, has the meaning given to it in the Corporations Act; and
(iii)which is defined in the GST Law, but is not defined in the Dictionary or the Corporations Act, has the meaning given to it in the GST Law.
(b)The interpretation clause in Schedule 1 sets out rules of interpretation for this agreement.
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2 Term
(a)This agreement commences on the Commencement Date and, unless terminated earlier in accordance with clause 9.1 or extended in accordance with clause 2(b), will expire on the End Date (Term).
(b)The parties may extend this agreement if permitted by and in accordance with the Renewal Procedure.
3 Sponsorship
3.1Sponsorship
(a)You agree to provide us with the Sponsorship Contribution and in return we will provide you with the Sponsorship Benefits.
(b)If you are required to provide the Sponsorship Contribution to us in accordance with a particular timetable, to a particular bank account or in accordance with specific milestones, then you must provide the Sponsorship Contribution as so required.
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3.2 Sponsorship Contribution
(a)To the extent the Sponsorship Contribution requires you to provide us with funds, you must deposit such funds to our bank account as specified in item 7 of Schedule 2 in full and readily accessible funds.
(b)To the extent the Sponsorship Contribution requires you to provide us with goods, you must ensure:
(i)such goods are fit for purpose, of a high merchantable quality and free from any defects; and
(ii)the provision of such goods will not and is not likely to damage our goodwill or reputation.
(c)To the extent the Sponsorship Contribution requires you to provide us with services, you must ensure that such services are provided:
(i)with the skill and care normally exercised by qualified and competent persons in the performance of comparable work;
(ii)in an efficient and timely manner;
(iii)in compliance with all applicable standards, laws and regulations; and
(iv)in a manner that will not and is not likely to damage our goodwill or reputation.
(d)To the extent the Sponsorship Contribution requires you to provide us with an item or experience, which may include a combination of goods and services, you:
(i)must ensure that the requirements listed above are complied with with respect to such goods and or services comprising the item or experience;
(ii)must ensure all descriptions and representations relating to that item or experience are clear, accurate and true and are not misleading or deceiving (or likely to mislead or deceive); and
(iii)agree that to the extent there is any confusion or misunderstanding about the nature of the item or experience, our interpretation (acting reasonably) will be determinative and final.
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3.3 Sponsor Benefits
Subject to your ongoing compliance with this agreement, we will provide you with the Sponsor Benefits during the Term, as set out in item 6 of Schedule 2 on a non-exclusive basis.
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3.4 Sponsor Collateral
You ensure and warrant that all trademarks, copy, banners, materials and other collateral you provide us under this agreement:
(a)does not infringe any other person’s Intellectual Property Rights or Moral Rights;
(b)is not misleading or deceiving, or likely to mislead or deceive or breach any Australian Consumer Law regulations or requirements; and
(c)can be lawfully used in connection with the Sponsor Benefits.
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3.5 Progress meetings
The parties will meet at the times and in the manner as specified in item 11 of Schedule 2 to discuss the progress of this agreement, the status and/or outcomes of recent sponsorship initiatives and the relationship between the parties.
4 Intellectual Property
4.1Grant of licence to trade marks
(a)We grant you a non-exclusive, non-transferable, royalty free licence to use the Charity Marks (and any copyright subsisting therein) in the Territory during the Term for the purposes set out in item 8 of Schedule 2.
(b)You grant us a non-exclusive, non-transferable, royalty free licence to use the Sponsor Marks (and any copyright subsisting therein) in the Territory during the Term for the purpose of us marketing and promoting your sponsorship under this agreement.
(c)Each party must comply with any trade mark or branding guidelines of the other party as notified in writing from time to time.
(d)Neither party may sub-licence or assign the licences granted to it under this clause 4.1 without the prior written consent of the other party.
(e)Each party warrants that the other party’s use of the trade mark licensed under this agreement and in relation to the goods and/or services listed in Schedule 2 will not infringe the Intellectual Property Rights of any third party.
(f)Each party indemnifies the other party for any costs or liabilities incurred by that other party as a result of a breach by the first mentioned party of clause 4.
(g)Each party will provide the other party with all necessary electronic files and artwork required to reproduce the party’s trade mark for the purposes permitted by this agreement. For clarity, these files and artwork remain the property of the party who owns the trade mark and can only be used by the other party within the scope of the licence set out in this clause 4.1.
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4.2 Use of trade marks
Each party acknowledges and agrees that:
(a)the other party’s trade mark remains the property of the other party;
(b)any goodwill generated from the use of the other party’s trade mark belongs to the other party;
(c)it must not use the other party’s trade mark in any manner which is misleading or deceptive or likely to mislead or deceive; and
(d)it must not use the other party’s trade mark in any manner that directly or indirectly harms or adversely affects the other party’s reputation, standing or goodwill.
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5 Confidentiality
(a)Each party must keep the Confidential Information of the other party secret and confidential and must not use or disclose such Confidential Information without the prior consent of the other party except:
(i)to its professional advisers who have agreed to, or are required to, keep the information confidential;
(ii)such disclosure is reasonably necessary for the purposes of any legal or arbitral proceedings involving it or any of its Related Bodies Corporate; or
(iii)to the extent required by law (or by any registered stock exchange) after reasonable notice of intent to disclose has been given to the other party.
(b)Each party must take all reasonable steps to:
(i)ensure that no Confidential Information of the other party is used, directly or indirectly, in any way that is detrimental or adverse to the other party and that each person to whom any Confidential Information of the other party must be or has been disclosed does not use or disclose such Confidential Information except as is consistent with these confidentiality commitments; and
(ii)protect the other party’s Confidential Information from misuse and loss and from unauthorised access, modification and disclosure.
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6 Privacy
Each party:
(a)must comply with all Privacy Laws in relation to personal information that it acquires under or in relation to this agreement, and must take all reasonable steps to ensure that its employees and agents comply with the Privacy Laws; and
(b)agrees to treat personal information disclosed by the other party, with the same standard of care as other personal information held by that party.
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7 Warranties and liability
7.1 Warranties
Each party warrants that:
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it has the full power to execute, deliver and perform its obligations under this agreement;
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it will exercise reasonable skill, care and diligence in performing its obligations under this agreement;
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it will comply with all applicable laws in performing its obligations under this agreement; and
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its execution and performance of this agreement will not amount to a breach of any other agreement, arrangement or understanding to which it is a party and it will not enter into any agreement, arrangement or understanding that may hinder its proper performance of this agreement.
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7.2 Liability
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Each party’s liability to the other under or in connection with this agreement is capped at an amount equal to the value of the Sponsor Contribution received by the Charity.
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Clause 7.2(a) does not apply to liability under clause 4.1(f).
8 GST
(a)Any consideration or amount payable under this agreement, including any non-monetary consideration (Consideration) is exclusive of GST.
(b)If GST is or becomes payable on a Supply made under or in connection with this agreement, an additional amount (Additional Amount) is payable by the party providing the Consideration for the Supply (Recipient) equal to the amount of GST payable on that Supply as calculated by the party making the Supply (Supplier) in accordance with the GST Law.
(c)Subject to clause 8(d), the Additional Amount payable under clause 8(b) is payable at the same time and in the same manner as the Consideration for the Supply, and the Supplier must provide the Recipient with a Tax Invoice as a pre‑condition to payment of the Additional Amount.
(d)To the extent that the Sponsorship Contribution is non‑monetary consideration, the parties agree and acknowledge that:
(i)the Sponsorship Contribution (or part thereof) and the associated Sponsorship Benefits are of equal GST exclusive market value; and
(ii)the Additional Amount payable by each party under clause 8(b) will be set off such that no amount will be payable by either party under that clause but the parties will be required to promptly issue Tax Invoices to each other in respect of that Sponsorship Contribution and Sponsor Benefits.
9 Dispute resolution
9.1Reasonable endeavours to resolve
If any bona fide dispute arises between the parties under or in relation to this agreement (Dispute), the party raising the Dispute must notify the other party, and duly appointed representatives from each party must then use all reasonable endeavours to resolve the Dispute.
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9.2 Notice of Dispute
(a)If a Dispute cannot be resolved in accordance with clause 9.1 within 10 Business Days’ of the first attempt to do so:
(i)the party claiming that a dispute has arisen must give written notice to the other party formally indicating the nature of the dispute (Dispute Notice);
(ii)the parties will, within 15 Business Days’ of the Dispute Notice being issued, agree on a suitable mediator, failing which the parties will seek that the Institute of Arbitrators and Mediators appoint a mediator;
(iii)upon the Mediator being appointed, the parties will attend mediation conducted by the Mediator.
(b)The parties agree to bear the costs of the Mediator in equal parts.
(c)The mediation must occur as soon as reasonably practicable, but no later than 20 Business Days’ after the date of the Mediator being appointed.
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9.3 Dispute not resolved
If, within 15 Business Days’ after completion of the Mediation, the parties are unable to resolve the Dispute, the parties may take whatever action they consider necessary.
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10 Termination of agreement
(a)If one party is in default of any obligation contained in this agreement and the defaulting party has failed to remedy that default within 10 Business Days of the date of a written notice served by the non-defaulting party requiring the default to be remedied (or such greater number of days as the non-defaulting party may in its discretion allow), the non-defaulting party may immediately terminate this agreement by notice in writing to the other party.
(b)If a product or service of a party or any action by a party (the first party) is the subject of material or significant adverse publicity which, in the reasonable judgement of the other party, is or may be detrimental to the intended purpose of this agreement or to the reputation or goodwill of the other party, then the other party affected may terminate this agreement immediately by written notice to the first party.
(c)Upon the termination of this agreement:
(i)the Sponsor Benefits will cease;
(ii)You must cease using the Charity Marks;
(iii)we must cease using the Sponsor Marks; and
(iv)each party must at its own expense immediately comply with any written notice from the other party to deliver, destroy, or erase any Confidential Information belonging to that other party.
(d)The provisions of clauses 4.1(f), 5, 6, 7.2 and this clause 10 survive the termination or expiry of this agreement together with any other term which by its nature is intended to do so.
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11 Force majeure
(a)No party will be liable in damages for any delay or default in performing this agreement if such delay or default is caused by conditions beyond its control including, Acts of God, government restrictions, wars, insurrections, terrorism and/or any other cause beyond the reasonable control of the party whose performance is affected (each, a Force Majeure Event).
(b)The party experiencing the difficulty must give the other prompt written notice, with full details, following the Force Majeure Event.
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12 Notices
(a)All notices, consents and approvals, required to be given pursuant to this agreement must be in writing and addressed to the addresses set out in items 12 and 13 of Schedule 2 (or as otherwise notified by the relevant party to the other from time to time). A notice is deemed to be received:
(i)if sent by hand, when delivered to the addressee;
(ii)if by post, three Business Days after and including the date of postage; and
(iii)if by electronic means, including email:
(A)when the sender receives an automated message confirming delivery; or
(B)30 minutes after the time sent (as recorded on the device from which the sender sent the email) unless the sender receives an automated message that the notice has not been delivered,
whichever happens first.
(b)If the delivery or receipt is not on a Business Day or is after 5.00 pm (addressee’s time), it is deemed to be received at 9.00 am on the following Business Day.
(c)In this clause 12, a reference to an addressee includes a reference to an addressee’s officers, agents or authorised representatives.
13General
(a)This agreement supersedes all previous understandings, commitments, representations and agreements between the parties in respect of the subject matter of this agreement, and contains the entire agreement between the parties about its subject matter.
(b)This agreement may only be varied in writing signed by or on behalf of each party.
(c)A party must not assign, novate, sublicense or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.
(d)This agreement may be executed in any number of counterparts and by the parties on separate counterparts. Each counterpart constitutes an original of this agreement and all together constitute one agreement.
(e)Except as otherwise provided in this agreement each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing this agreement.
(f)Any provision of, or the application of any provision of, this agreement which is void, illegal or unenforceable is severed to the extent that it is void, illegal or unenforceable. The validity, legality or enforceability of the remainder of the agreement is not affected.
(g)Except as expressly provided in this agreement:
(i)nothing in this agreement is intended to constitute a fiduciary relationship or an agency, partnership or trust; and
(ii)no party has authority to bind any other party.
(h)This agreement is governed by and must be construed according to the law of New South Wales.
(i)Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales, and the courts competent to determine appeals from those courts, with respect to any proceedings that may be brought at any time relating to this agreement.
Schedule 1 Dictionary
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Dictionary
In this agreement:
Acts of God includes any fire, flood, earthquake, storm, lightning, cyclone, bush fire, landslide, epidemic, risk to health or safety, natural disaster or force of nature.
Additional Amount has the meaning given in clause 8(b).
Business Day means a day on which banks are open for business excluding Saturdays, Sundays and public holidays in Sydney, Australia.
Charity Marks means the Charity’s trademark(s) reproduced in item 8 of Schedule 2.
Commencement Date means the date set out in item 2 of Schedule 2.
Confidential Information means (whether or not in material form and whether or not disclosed before or after the Commencement Date) any information of whatever kind disclosed or revealed by one party (the Disclosing Party) to the other party (the Receiving Party) under or in relation to this agreement that:
(a)is by its nature confidential;
(b)is designated by the Disclosing Party as confidential; or
(c)the Receiving Party knows or reasonably ought to know is confidential,
but does not include information that:
(d)is published or has otherwise entered the public domain without a breach of this agreement;
(e)is obtained from a third party who has no obligation of confidentiality to the Disclosing Party; or
(f)is independently developed or obtained without breach of this agreement.
Consideration has the meaning given in clause 8(a).
Corporations Act means Corporations Act 2001 (Cth).
Dispute has the meaning given in clause 9.1.
Dispute Notice has the meaning given in clause 9.2(a)(i).
End Date means the date set out in item 3 of Schedule 2.
Force Majeure Event has the meaning given to it in clause 11(a).
GST has the meaning given to it under the GST Law.
GST Law has the meaning given to it in A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Intellectual Property Rights means all industrial and intellectual property rights of whatever nature throughout the world conferred under statute, common law or equity, whether existing now or at any time in the future, and includes rights in respect of or in connection with copyright, inventions (including patents), formulae, databases, business processes and methods, trade marks, service marks, business names, trade names, domain names, designs, confidential information, trade secrets and know-how and similar industrial and intellectual property rights, whether or not registered or registrable, and includes the right to apply for or renew the registration of such rights.
Mediator means a person agreed to mediate a Dispute following issue of the Dispute Notice either agreed between the parties or in the absence of such agreement, appointed by the Institute of Arbitrators and Mediators.
Personal Information means personal information, as that term is defined in the Privacy Act 1988 (Cth), that is provided to, or obtained or accessed by, the Sponsor in the course of performing its obligations under this agreement.
Privacy Laws means:
(a)the Privacy Act 1988 (Cth);
(b)any legislation (to the extent that such legislation applies to the Charity or the Sponsor or any other recipient of Personal Information under this agreement) from time to time in force in any:
(i)Australian jurisdiction (which includes the Commonwealth of Australia and any State or Territory of Australia); or
(ii)non-Australian jurisdiction (to the extent that the Charity, the Sponsor or any Personal Information is subject to the laws of that jurisdiction),
affecting privacy, Personal Information or the collection, handling, storage, processing, use or disclosure of personal data; and
(c)any ancillary rules, guidelines, orders, directions, directives, codes of conduct or other instruments made, issued or registered under any of the legislation referred to in paragraphs (a) and (b) above, as amended from time to time.
Recipient has the meaning given in clause 8(b).
Renewal Procedure has the meaning given in item 10 of Schedule 2.
Sponsor Benefits means the benefits and privileges as described in item 6 of Schedule 2 and any licence to the Sponsor set out in clause 4.
Sponsor Marks means the Sponsor’s trademark(s) reproduced in item 9 of Schedule 2.
Sponsorship Contribution means the sponsorship provided by the Sponsor as set out in item 5 of Schedule 2 and that may consist of funds, goods and/or services and any licence to the Charity set out in clause 4.
Supplier has the meaning given in clause 8(b).
Term has the meaning given in clause 2(a).
Territory has the meaning given in item 4 of Schedule 2.
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Interpretation
In this agreement the following rules of interpretation apply unless the contrary intention appears:
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headings are for convenience only and do not affect the interpretation of this agreement;
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the singular includes the plural and vice versa;
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words that are gender neutral or gender specific include each gender;
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where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings;
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the words ‘such as’, ‘including’, ‘particularly’ and similar expressions are not used as, nor are intended to be, interpreted as words of limitation;
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a reference to:
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a person includes a natural person, partnership, joint venture, government agency, association, corporation or other body corporate;
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a thing (including, but not limited to, a chose in action or other right) includes a part of that thing;
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a party includes its successors and permitted assigns;
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a document includes all amendments or supplements to that document;
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a clause, term, party, schedule or attachment is a reference to a clause or term of, or party, schedule or attachment to this agreement;
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this agreement includes all schedules and attachments to it;
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a law includes a constitutional provision, treaty, decree, convention, statute, regulation, ordinance, by-law, judgment, rule of common law or equity or a rule of an applicable financial market and is a reference to that law as amended, consolidated or replaced;
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an agreement other than this agreement includes an undertaking, or legally enforceable arrangement or understanding, whether or not in writing; and
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a monetary amount is in Australian dollars;
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an agreement on the part of two or more persons binds them jointly and severally;
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when the day on which something must be done is not a Business Day, that thing must be done on the following Business Day;
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in determining the time of day, where relevant to this agreement, the relevant time of day is:
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for the purposes of giving or receiving notices, the time of day where a party receiving a notice is located; or
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for any other purpose under this agreement, the time of day in the place where the party required to perform an obligation is located;
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no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this agreement or any part of it; and
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if there is any conflict between the body of this agreement and its schedules the terms of the main body of this agreement will prevail.
Schedule 2Commercial Terms
Item
Description
Sponsor
Name:
[Insert the full legal name of the Sponsor.]
ABN:
[Insert the Sponsor’s ABN.]
Registered address:
[Insert the Sponsor’s registered address.]
Commencement Date
[Insert the commencement date of the agreement, which may be a specific future date or the date the agreement is executed by the parties.]
End Date
[Insert the end date of the agreement.]
Territory
[Insert the area in which the sponsorship applies e.g. Australia.]
Sponsorship Contribution
(a) Sponsorship Funds
[Insert details of any funds payable by the Sponsor as part of the Sponsor Contribution, including the instalments and timing for such payments (if applicable). If no funds are payable (i.e. it is a contra-arrangement) insert “Not applicable”.]
(b) Sponsorship goods, services items and experiences
[Insert details of all benefits (such as goods, services, items and/or experiences) the Charity will receive from the Sponsor.
If the Charity will not receive any benefits other than the sponsorship funds insert ‘Not Applicable’.]
Sponsor Benefits
[Insert details of all benefits / privileges the Charity will provide to the Sponsor.
For sponsorship of an event for example, this may include:
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category exclusivity;
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event signage and other promotional materials;
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complimentary tickets;
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verbal acknowledgements;
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speaking opportunities; and
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logo display.
If the Sponsorship Benefits involve an event be sure to include the event name, date and location.
For marketing opportunities, this may include advertising space (print and digital) on the Charity website.
Charity bank account
[Insert details of the Charity’s bank account for the payment of the funds comprising all or part of the Sponsorship Contribution including the bank account name, BSB, account number and any preferred reference.]
Charity Marks and uses
Charity Marks
[Insert any Charity trademarks the Sponsor is permitted to use in connection with the sponsorship by including the following details:]
Official No.:
Trade Mark Owner:
Goods and Services:
Status :
If no trademarks are to be used insert the words ‘Not applicable’.]
Uses
[The purposes for which the Charity Marks may be used are:
Insert purposes]
Sponsor Marks
[Insert any Sponsor trademarks the Charity is permitted to use in connection with the sponsorship by including the following details:]
Official No.:
Trade Mark Owner:
Goods and Services:
Status :
If no trademarks are to be used insert the words ‘Not applicable’.]
Renewal Procedure
[Insert process and timeframe for optional renewal of the agreement. If renewal is not to be an option, insert the words ‘Not applicable.]
Progress meetings
[Insert details regarding any progress meetings to be held throughout the Term, including frequency, location, attendees etc. If meetings are not to be used insert the words ‘Not applicable’.]
Charity address for notices
Name:
[Insert.]
Position:
[Insert.]
Address:
[Insert.]
Telephone:
[Insert.]
Email:
[Insert.]
Fax:
[Insert.]
Sponsor address for notices
Name:
[Insert.]
Position:
[Insert.]
Address:
[Insert.]
Telephone:
[Insert.]
Email:
[Insert.]
Fax:
[Insert.]
Execution page
Executed as an agreement.
Signed by [insert name of Sponsor] ABN [insert ABN] by its authorised signatories:
Signature of authorised signatory
Signature of authorised signatory
Name of authorised signatory
Name of authorised signatory
Date
Signed by Chad Robinson Legacy Foundation Limited ABN 37 620 518 694 by its authorised signatories:
Signature of authorised signatory
Signature of authorised signatory
Name of authorised signatory
Name of authorised signatory
Date