Background

(A) Sponsor will act as one of the sponsors of Talent in Logisitcs 2017. TiL has agreed to provide such rights to Sponsor in respect of sponsorship on the terms and conditions set out below.

Agreed terms

1. Interpretation

1.1 The definitions and rules of interpretation in this clause apply in this agreement

Approved Goods and/or Services: goods and services approved by TiL required for the event

Sponsorship Fee: the sums payable by Sponsor to TiL in accordance with clause 4

Sponsorship: as detailed in your Sponsorship Letter

Commercial rights: any and all rights of a commercial nature connected with the event, including without limitation broadcasting rights, new media rights, interactive games rights, sponsorship rights, merchandising rights, licensing rights, advertising rights and hospitality.

Event: Talent In Logistics Conference & Awards 2017

Force Majeure Event: any event affecting the performance of any provision of this agreement arising from or attributable to acts, events, omissions or accidents which are beyond the reasonable control of a party including, without limitation, any abnormally inclement weather, flood, lightning, storm, fire, explosion, earthquake, subsidence, structural damage, epidemic or other natural physical disaster, failure or shortage of power supplies, war, military operations, riot, crowd disorder, strike, lock outs or other industrial action , civil commotion and any legislation, regulation, ruling or omission (including failure to grant any necessary permission) of any relevant government, court, competent national authority or governing body.

Term: the term of this agreement as described in clause 2.

1.2 Words in the singular include the plural and in the plural include the singular.

2 Term

2.1 This agreement shall take affect from the date of signing and shall continue unless terminated in accordance with the provisions of this agreement or until fourteen days after the event.

3 Grant of Rights

3.1 In consideration of the payment to TiL by the Sponsor of the Sponsorship Fee, TiL grants to the Sponsor the rights contained within this agreement for use during the Term.

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

3.2.1 TiL is the owner of the Commercial Rights and all rights in the event;

3.2.2 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 rights contained within this agreement unless with express written agreement of TiL.

3.3 In the event that, for whatever reason, TiL is unable to deliver any of the rights contained within this agreement, TiL may substitute alternative rights to an equivalent value without penalty.

4 Consideration

4.1 In consideration of the grant of the rights contained within this agreement, The Sponsor agrees to pay to TiL for the Sponsorship Fee the sum as set out below:

4.1.1 Sponsorship fee to be paid in full to TiL within 30 days of signing this agreement.

4.2 The Sponsor acknowledges and agrees that its obligation to pay to TiL the Sponsorship Fee described in clause 4.1 in its entirety arises on signature of this agreement, notwithstanding the payment structure set out in clause 4.1.1.

4.3 Payment of the Sponsorship Fee shall be made in full without any set-off, deduction or other withholding whatsoever.

4.4 The Sponsorship Fee shall remain payable in full if the Sponsor breaches any term of this Agreement

5 Obligations of TiL

In consideration of the payment of the Sponsorship Fee, TiL undertakes to the Sponsor as follows:

5.1 Subject to clause 3.3 deliver or procure the delivery of the rights contained within this agreement to the Sponsor;

5.2 That it has and will continue to have throughout the Term full right, title and authority to enter this agreement and accept and perform the obligations imposed on it by this agreement;

5.3 To use its reasonable endeavours to ensure that none of its directors, officers or employees acting in the course of his/her employment, makes any statement that is knowingly defamatory, disparaging or derogatory to the Sponsor;

5.4 To make all necessary preparations for the Event

5.5 To appropriately market the Event including articles in industry trade press

5.6 To arrange web links to be set up correspondingly with the the Sponsor web page linking specific sections of the web page relating to the Event

5.7 To arrange for a suitable insurance policy to be in place to cover the use of the venues, the personnel, the competitors, the machinery, the vehicles and the racking required specifically for the Event (if such insurance is not already provided for)

5.8 To allow the Sponsor to advertise, subject to all advertisements and publicity being agreed in advance with TIL, and promote the Event in respect of their involvement

5.9 To provide services/advertising as outlined in the Sponsorship letter

6 Obligations of The Sponsor

The Sponsor hereby represents, warrants and undertakes that:

6.1 it shall pay the Sponsorship Fee

6.2 it has, and will continue to have throughout the Term, full right, title and authority to enter into this agreement and to accept and perform the obligations imposed on it under this agreement

6.3 it shall exercise the rights contained within this agreement 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 in any way unless agreed in writing between the parties to this agreement

6.4 it shall not do or permit anything to be done which might adversely affect the rights of TiL in or to any of the Commercial Rights or the value of the Commercial Rights and shall provide all reasonable assistance to RTITB in relation to the exploitation by TIL of the Commercial Rights

6.5 it shall use reasonable endeavours to ensure that none of its directors, officers or employees, acting in the course of his/her employment, makes any statement that is knowingly defamatory, disparaging of or derogatory to TIL; and

6.6 it will provide at its cost any resources, goods, services required in the delivery of these obligations

7 Termination

Either party shall have the right at any time to terminate this agreement immediately by giving written notice to the other in the event that:

7.1 that other party has committed a material breach of any of its obligations under his agreement and does not remedy such breach (if the same is capable of remedy) within thirty days of being required by written notice to do so; or

7.2 that other party goes into liquidation (whether compulsory or voluntary), or if an administrator or receiver is appointed over the whole or any part of that other party’s assets, or if that other party enters into any arrangement for the benefit of or compounds with its creditors generally or threatens to do any of these things, or any judgement is made against that other party, or any similar occurrence under any jurisdiction affects that other party;

or

7.3 that other part ceases or threatens to cease to carry on business

8 Consequences of Termination

8.1 The expiry or termination of this agreement shall be without prejudice to any rights which have accrued to either of the parties under this agreement.

8.2 On expiry or termination of this agreement:

8.2.1 The Sponsor shall not use or exploit its previous connection with TiL whether directly or indirectly

8.2.2 TiL may grant all or any of the rights contained within this agreement to any third party

8.2.3 Each party shall promptly return to the other all of the property of the other within its possession

9 Force Majeure

9.1 If, by reason of any Force Majeure Event, TiL is delayed in or prevented from performing any of the provisions of this agreement, then such delay or non-performance shall not be deemed to be a breach of this agreement and no loss or damage shall be claimed by the Sponsor by reason thereof

9.2 Should the Sponsor’s exercise of this agreement be materially hampered, interrupted or interfered with by reason of any Force Majeure Event, then the obligations of TiL shall be suspended during the period of such hampering, interference or interruption consequent on such event and shall be postponed for a period of time equivalent to the period of suspension , and the parties shall use their best endeavours to minimise and reduce any period suspension occasioned.

10 Liability and Indemnity

10.1 Nothing in this agreement shall exclude or restrict either party’s liability for death or personal injury resulting from the negligence of that party or of its employees while acting in the course their employment

10.2 Neither party shall be liable to the other under this agreement for any loss, damage, cost, expense or other claim for compensation arising as a direct or indirect result of breach or non-performance of this agreement due to a Force Majeure Event.

10.3 Under no circumstances shall TiL be liable for any costs, damages, claims, actual or alleged indirect loss or consequential loss howsoever arising suffered by the Sponsor, including, but not limited to, loss of profits, anticipated profits, savings, business or opportunity or loss of publicity or loss of reputation or opportunity to enhance reputation or any other sort of economic loss.

10.4 TiL’s maximum aggregate liability in contract, tort, or otherwise (including any liability for any negligent act or omission) howsoever arising out of or in connection with the performance of The Sponsor’s obligations under this agreement in respect of any one or more incidents or occurrences during the Term shall be limited to a sum equal to the amount of the Sponsorship Fee received by TiL as at the date of such act or omission.

10.5 The Sponsor shall indemnify and keep indemnified TiL from and against all claims, damage, losses, costs (including, without limitation, all reasonable legal costs), expenses, demands or liabilities arising as a consequence of a direct or indirect breach or negligent performance or failure or delay in the performance of this agreement.

11. Assignment

11.1 The Sponsor shall not assign or attempt to assign in whole or in part the benefit of this agreement without prior written consent of TiL

11.2 TiL shall not assign or attempt to assign in whole or in part the benefit of this agreement without the prior written consent of the Sponsor

12. Announcements and Confidentiality

12.1 No announcement shall be made by either party in relation to this agreement without the prior written consent of the other and neither party shall, without the prior written consent of the other (save as required by law), disclose to any third party any information concerning the terms or subject matter of this agreement after the date of this agreement

13. Points of Contact

13.1 The principal point of contact for each party (unless the other party is notified otherwise in writing) shall be as agreed in the signed sponsorship agreement.

13.2 The Sponsor acknowledges and agrees that it is not entitled to rely on any representation, authorisation or decision of TiL unless made by the principal point of contact (or his designated replacement) set out in clause 13.1.1.

14. Notices

14.1 The parties agree that all notices under this agreement shall, unless otherwise notified, be served on the following addresses:
14.1.1 TiL: Laura Nelson, Access House, Halesfield 17, Telford TF7 4PW

14.1.2 SPONSOR: direct name and registered company address as provided in signed sponsorship agreement

14.2 Any notice required to be given pursuant to this agreement shall be in writing and must in the first instance be delivered by email with a copy to be delivered personally, sent by fax, sent by first class pre-paid post or sent by registered mail and shall be deemed to be properly given or served 2 working days after the copy has been sent to the intended recipient by pre-paid first class post addressed as aforesaid.

15. General

15.1 The granting by any party of any time or indulgence in respect of any breach of any term of this agreement by the other shall not be deemed a waiver of such breach and the waiver by any party of any breach of any term of this agreement by the other shall not prevent the subsequent enforcement of that term and shall not be deemed a waiver of any subsequent breach.

15.2 This agreement shall operate to the entire exclusion of any heads of agreement, memoranda or other agreement or understanding of any kind between the parties preceding the date of this agreement.

15.3 All rights, remedies and powers conferred on the parties by this agreement are cumulative and shall not be deemed to be exclusive of any other rights, remedies or powers now or subsequently conferred on them by law or otherwise.

15.4 Each party shall bear its own costs of and incidental to the negotiation, making and fulfilment of this agreement and the transactions contemplated by it.

15.5 Each party shall do all things necessary, including executing all documents necessary, to give effect to the intention of the parties in relation to this agreement.

15.6 Should any term of this agreement be considered void or voidable under any applicable law, then such terms shall be severed or amended in such a manner as to render the remainder of this agreement valid or enforceable, unless the whole commercial object is thereby frustrated.

15.7 This agreement may only be modified or any provision waived if such modification or waiver is in writing and signed by a duly authorised representative of each party.

15.8 This agreement shall be governed by and construed in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English courts.

15.9 Any date or period mentioned in this agreement may be extended by mutual agreement in writing between the parties, but as regards any date or period (whether or not extended as aforesaid), time shall be of the essence in this agreement.