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All demonstrations, exhibits, advertisements and promotional materials must be in accordance with this Agreement and must at all times comply with all applicable laws regarding obscenity, defamation, copyright, trademark and other intellectual or intangible property rights.
Distribution of food or drinks, promotional giveaways, and the sale of any products or services at any Event Partners’ event must be approved in advance by the Event Partners.
The Sponsor agrees to deliver to the Event Partners all materials reasonably required for the performance of this Agreement in a format and within the deadlines set by the Event Partners.
The Sponsor understands and agrees that upon initial proofing of any advertising materials or the Event Partners’ use of the Sponsor’s logo, trademark or trade name, and written confirmation from the Sponsor of approval of the proof, any modification or revision of the Sponsor’s advertising materials, logo, trademark, service mark or trade name in any sponsorship materials requested by the Sponsor are the sole responsibility and direct cost of the Sponsor.
The Sponsor grants the Event Partners a non-exclusive licence throughout the term of this Agreement to use, display and reproduce (in print, electronically or otherwise) the Sponsor’s name, trade names, trademarks, service marks, logos and product names in any Event Partners’ materials.
The Sponsor authorises the Event Partners to take photographs of the Sponsor’s exhibits at any Event Partners’ event and to use such photographs for any legitimate promotional purpose of the Event Partners.
The Sponsor acknowledges that all rights in and to the Event Partners’ names and logos, and all artwork, trademarks, service marks and all goodwill associated therewith, shall be owned and controlled exclusively by the Event Partners, and the Sponsor shall have no right, title or interest therein or thereto.
Notwithstanding the foregoing, and subject to the prior written approval of the Event Partners in each instance, which may not be unreasonably withheld or delayed, the Sponsor shall have the right during the term of this Agreement to identify itself as a sponsor of the Event Partners in its advertising.
The Event Partners reserve the right not to publish or to remove any Sponsor material incorporating copyrighted material for which the Sponsor fails to provide sufficient evidence of authorisation in a timely manner. The Event Partners also reserve the right to terminate this Agreement and revoke the sponsorship in the event of any copyright infringement.
The Event Partners reserve the right to reject any of the Sponsor’s content which the Event Partners, in their sole discretion, determine to be inconsistent with their publication standards or with the overall character of the sponsored event.
In addition, the Event Partners may keep any and all monies received from the Sponsor and collect any remaining instalment payments for the sponsorship from the Sponsor. The parties agree that the sums payable under this clause represent a genuine pre‑estimate of the Event Partners’ loss and are not a penalty.
Upon termination of this Agreement, the Event Partners may (without prejudice to any other available remedy) resell the sponsorship in any manner the Event Partners deem advisable, in their sole discretion, without any obligation to the Sponsor.
If the Event Partners breach any provision of this Agreement and fail to cure the breach within 10 days after the Event Partners have received written notice from the Sponsor of the breach, the Sponsor shall be entitled only to terminate this Agreement and to recover from the Event Partners a pro rata portion of the sponsorship fee paid to the Event Partners that is attributable to any services that were not provided by the Event Partners.
Neither the Event Partners nor their officers, directors, members, employees, agents or representatives shall be responsible for any injury, loss or damage to the Sponsor, the Sponsor’s employees, invitees, licensees or guests, or the Sponsor’s property, from any cause (including, but not limited to, errors or omissions in any advertising or promotional materials).
Under no circumstances shall the Event Partners or their officers, directors, members, employees, agents or representatives be liable for any special, indirect, incidental or consequential loss or damage, or any loss of profit, loss of use, loss of opportunity, or any cost or damage resulting from such loss, and the Event Partners’ total liability hereunder, if any, shall in no case exceed the amount of the sponsorship fee received from the Sponsor.
The Sponsor acknowledges that the risk allocations contained in this Section 7 are reasonable based on the understanding that the Sponsor shall obtain, at its own expense, adequate insurance against any such injury, loss or damage.
The Sponsor assumes full responsibility and liability for the actions and omissions of its agents, employees, independent contractors and representatives, whether acting within or without the scope of their authority, and agrees to defend, indemnify and keep indemnified the Event Partners and their officers, directors, members, employees, agents or representatives from and against any and all claims resulting either directly or indirectly from any such actions or omissions.
The Sponsor shall conduct itself, and shall require its agents, employees, independent contractors and representatives to conduct themselves, at all times in accordance with good industry practice standards for the Sponsor’s industry and all other customary standards of decorum and good taste in the industry.
The Sponsor shall be responsible for obtaining, at its sole cost and expense, any licences, permits or approvals required under laws applicable to the Sponsor’s activities under this Agreement. The Sponsor shall be responsible for paying all taxes, licence fees or other charges that may become due to any governmental authority relating to the Sponsor’s activities under this Agreement.
The sponsorship shall be used exclusively for the promotion of goods and services manufactured, sold or provided by the Sponsor, and the Sponsor may not assign, sublet or otherwise advertise or promote any other goods or services or any other firm as part of this sponsorship without the prior written consent of the Event Partners, which consent may be granted or withheld in the sole and absolute discretion of the Event Partners.
A Force Majeure Event means any event or circumstance beyond a party’s reasonable control, including (without limitation): acts of God; fire; flood; explosion; earthquake; adverse weather; epidemic or pandemic; communicable disease outbreak; government restrictions or public health measures; war; terrorism; civil unrest; industrial action; failure of utilities; or the closure or unavailability of the event venue.
If a Force Majeure Event prevents the Event Partners from delivering the Event in accordance with this Agreement, the Event Partners shall notify the Sponsor as soon as reasonably practicable and may, at their discretion: (a) postpone the Event to a new date; or (b) cancel the Event.
If the Event is postponed, the sponsorship shall automatically transfer to the rescheduled Event date. If the Event is cancelled, the Sponsor shall be entitled to a refund of the sponsorship fee, less any non‑recoverable costs already incurred by the Event Partners.
Nothing in this clause shall oblige the Event Partners to refund any sums that have already been committed to third‑party suppliers and cannot be recovered.
In such an eventuality, the sponsorship will be transferred to the new Event date. The Sponsor will be notified of any such changes to the sponsorship.
If any legal action is commenced to resolve any dispute under this Agreement, the Sponsor and the Event Partners hereby consent to the jurisdiction of England and Wales and agree that the prevailing party shall be entitled to an award of reasonable legal fees and litigation expenses, in addition to any other remedy obtained.
The Sponsor acknowledges that the Event Partners may process personal data relating to the Sponsor for the purposes of administering this Agreement, fulfilling sponsorship obligations, and promoting the Event.
The Sponsor warrants that any personal data it provides to the Event Partners has been collected and supplied in compliance with applicable data protection laws.
The Event Partners shall process such personal data as a controller and in accordance with their privacy notice, and shall implement appropriate technical and organisational measures to protect such personal data.
The Sponsor shall not offer, promise, give, request or accept any bribe or improper financial advantage in connection with this Agreement.
The Event Partners may terminate this Agreement immediately if the Sponsor breaches this clause.
The Sponsor shall ensure that all equipment, displays and materials it brings to the Event are safe, fit for purpose and compliant with all relevant regulations.
The Sponsor shall be responsible for any risk assessments required for its activities.
If the Sponsor cancels its participation, the sponsorship fee shall remain payable in full and no refund shall be due.
All fees are exclusive of VAT, which shall be charged at the applicable rate.
If any payment is not made by the due date, the Event Partners may charge interest at 4% above the Bank of England base rate until payment is received.
The Event Partners may suspend performance of this Agreement until all overdue sums are paid.
Confidential information shall not include information that is publicly available, already known to the receiving party, or required to be disclosed by law.
This clause shall survive termination of this Agreement.
This Agreement may only be modified, or any rights under it waived, by a written document executed by both parties.
A notice shall be deemed received:
“Business Day” means a day other than a Saturday, Sunday or public holiday in England.
If any invalid, unlawful or unenforceable provision would be valid, lawful or enforceable if some part of it were deleted, the provision shall apply with such modification as is necessary to make it valid, lawful and enforceable.
This does not affect any right or remedy of a third party which exists or is available apart from that Act.
