Sponsorship Agreement
INTERPRETATION
In this Agreement the following expressions have the following meanings:-
“Racecourse” - Sedgefield Steeplechase Co. (1927) Limited. The owner of the event on the Scheduled Date.
“Sponsor” - the company name or contact name as more fully described in the Details overleaf who wishes to provide sponsorship of the Race Time on the Scheduled Date.
“Scheduled Date” - the dates of the race meetings as more fully described in the Schedule overleaf; and of any other race meeting notified to the Sponsor by the Racecourse as being a scheduled race meeting;
“Race Time” - the detailed race time on the Scheduled Date at time of print as more fully described in the Schedule overleaf; and
“Additions” - the amounts listed from the Additions overleaf exclusive of VAT payable to the Racecourse.
In this Agreement:-
- any gender includes any other gender;
- headings shall not affect interpretation;
- a reference to any of the parties includes, where appropriate, persons deriving title under it; and
- the Schedule forms part of this Agreement and the expression “this Agreement” includes the Schedule..
GRANT OF SPONSORSHIP
In consideration of payment of the Sponsorship Fee and the Additions (if any) by the Sponsor the Racecourse agrees to grant the Sponsor an exclusive sponsorship right to use the Race Time on the Scheduled Date upon the following terms and conditions.
PAYMENT
The Sponsor agrees to pay to the Racecourse:-
- the Sponsorship Fee plus VAT in accordance with the payment terms set out overleaf; and
- the Additions (if any) plus VAT within 30 days of the date of the Racecourse's invoice; and
- interest at the rate of 2% per year over the base lending rate from time to time of Allied Irish Bank (GB) on any money due under this Agreement which remains unpaid from the date when such money first becomes due and payable until such time as it shall be paid.
THE SPONSORS OBLIGATIONS
The Sponsor undertakes with the Racecourse:-
- not to assign the benefit of this Agreement or deal with it in any way in whole or in part;
- not to grant a sub-sponsorship agreement to a third party without the prior written approval of the Racecourse (which shall not be unreasonably withheld);
- to ensure that the Sponsor and the Sponsor's guests are dressed in a fitting manner. The Sponsor accepts that the Racecourse has the right to refuse access to the Sponsor and any such guest not deemed by the Racecourse to be appropriately dressed;
- to ensure that each of the Sponsor's guests are given the appropriate Racecourse admission passes as provided by the Racecourse and will produce them upon any request made by an official Racecourse steward. The Licensee accepts that any of his or its guests unable to show the correct pass will not be admitted to the Racecourse;
- not to do or permit any act or thing which would or might constitute a breach of any statutory requirement affecting the Racecourse or which would or might vitiate in whole or in part any insurance effected in respect of the Racecourse from time to time;
- to observe the Racecourse Regulations and the rules of any relevant authority as are made and notified.
- the sponsor has the right to renew this agreement on similar terms, for a further year, or such other period as shall be agreed between the Racecourse and the Sponsor, such right to be exercised by the Sponsor at any time prior to three months prior to the following annual Scheduled date.
THE RACECOURSES OBLIGATIONS
The Racecourse undertakes with the Sponsor:-
- to ensure the race title will appear in publicised literature within the control of the racecourse.
- to ensure a winning memento is provided to the winning owner. Should the Sponsor wish to provide a trophy or memento of greater value, this should be at the Sponsors expense.
- to provide temporary banner sites on the racecourse site. The position of the banner site will be decided by the Racecourse. Banner production charges will be at the expenses of the Sponsor.
- to provide the facility to brand the presentation podium. Any such branding will be supplied by the sponsor at their expense.
- to provide a black and white advertisement facility for a full page in the racecard on the Scheduled Date, with an option to design and print the racecard cover on the day should it be available. The sponsor will provide the artwork and cover cost at their expense.
- to provide space for a trade stand or other promotional vehicle. Any such opportunity will be agreed in full prior to the event by the Racecourse in accordance with the payment terms set out in 3.2.
REFUNDS AND FORCE MAJEURE
If, for any reason, a race meeting on a Scheduled Date is cancelled the racecourse and sponsor may agree a suitable alternative Race Time at the same value of sponsorship, if this is not possible a full refund will be available.
The Racecourse shall not be liable for any failure to perform its obligations under this Agreement where such failure results from circumstances beyond the Racecourse's reasonable control and the Racecourse shall not be liable to the Sponsor for any loss of profit, financial loss, depletion of goodwill or any indirect loss, damage, costs or expenses whatsoever which arise as a result of any cancellation or re-scheduling of any race meeting which was previously to be held on a Scheduled Date.
TERMINATION
The Racecourse shall be entitled to terminate this Agreement forthwith on notice to the Sponsor in the event that any monies due and payable under this Agreement (whether demanded or not) have not been paid on the due date for payment.
Either party shall be entitled to terminate this Agreement forthwith on notice in the event that the other party:-
- substantially fails to perform and observe all or any of the obligations on its part contained in this Agreement;
- enters into liquidation whether compulsory or voluntary (other than for the purposes of an amalgamation or re- construction of a solvent company) or has a receiver or administrative receiver appointed or enters into any arrangement for the benefit of its creditors.
Any termination of this Agreement shall be without prejudice to any rights or remedies that may have accrued to either party.
NOTICES
Any notices given by either party pursuant to the provisions of this Agreement shall be in writing and shall be sufficiently served if delivered by hand or sent by recorded delivery or first class pre-paid post to the other at its registered office or last known address.
SEVERANCE
If any provision of this Agreement is found by any competent authority to be invalid unenforceable or unreasonable the remainder shall not be affected.
RIGHTS OF THIRD PARTIES
This Agreement does not create, confer or purport to confer any benefit or right enforceable by any person not a party to it except that a person who is a permitted successor to or assignee of the rights of the party to this Agreement is deemed to be a party to this Agreement.
GOVERNING LAW AND JURISDICTION
This Agreement is subject to the laws of England and Wales and the parties agree to submit to the exclusive jurisdiction of the courts of England and Wales .
ENTIRE AGREEMENT
The terms of this Agreement are the full terms agreed between the parties and the Sponsor has not been induced to enter into this Agreement by any representation or warranty (written or oral) made by or on behalf of the Racecourse.
END
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