SPONSORSHIP AGREEMENT
between
[insert name]
and
Abu Dhabi Global Market
THIS AGREEMENT is dated as of the Effective Date.
BETWEEN:
(1) [insert name], [insert full description of the company including
registered number and registered office] (the “Organiser”); and
(2) Abu Dhabi Global Market, of Authorities Building, Al Maryah Island, ADGM
Square, Abu Dhabi, United Arab Emirates (the “Sponsor”).
BACKGROUND
(A) The Organiser is hosting the [insert name of the event] (“[insert short
name of the event]”) scheduled to be held on [insert date] (the “Event”).
(B) The Sponsor wishes to acquire a sponsorship package for the Event and the
Organiser has agreed to provide such rights to the Sponsor on the terms and
conditions set out in this agreement.
AGREED TERMS
1 INTERPRETATION
1.1 The definitions and rules of interpretation in this clause apply in this agreement.
Applicable Law: means the laws and regulations of the Abu Dhabi Global
Market and, as applicable in the Abu Dhabi Global Market, the laws of the
Emirate of Abu Dhabi and the federal laws of the United Arab Emirates
Effective Date: means the date as described in Schedule 1.
Event: the [insert description of the Event].
Force Majeure Event: any event or events which delay, interrupt or render
impossible the affected party's performance of its obligations under this
agreement and which are beyond the reasonable control of the affected party
including, without limitation, any abnormally inclement weather, flood,
lightning, storm, fire, explosion, earthquake, subsidence, epidemic or other
natural physical disaster, failure of power supplies, war, military operations,
riot, crowd disorder, strike, lock-outs or other similar industrial action (with the
exception of those applying to the affected party's own work force), terrorist
action and any relevant mandatory legislation, regulation, ruling or omission
(including failure to grant any necessary permission) of any relevant
government, court or competent national authority that cannot be waived or
modified by contractual agreement.
Mark: means either or both of the Sponsor Mark or the Organiser Mark, as
the context shall require.
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Organiser Mark: the Organiser logo set out in Schedule 3.
Sponsor Mark: the Sponsor logo set out in Schedule 2.
Sponsor Materials: any and all items of Sponsor promotional, marketing and
advertising materials produced by or on behalf of the Sponsor in connection
with the Event.
Sponsorship Fee: the sum described in Schedule 1, payable by the Sponsor
to the Organiser in accordance with clause 4.
Sponsorship Rights: those sponsorship rights in relation to the Event set out
in Schedule 1.
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.
1.3 Where either party is required pursuant to this agreement to provide its
consent, such consent may not be unreasonably withheld or unreasonably
delayed given the timing sensitivity of the particular circumstances.
2 TERM
2.1 The term of this agreement shall be from the Effective Date and shall
automatically terminate upon the conclusion of the Event.
3 GRANT OF SPONSORSHIP RIGHTS
3.1 In consideration of the payment to the Organiser by the Sponsor of the
Sponsorship Fee, the Organiser grants to the Sponsor the Sponsorship Rights
for use by the Sponsor during the Term.
4 CONSIDERATION
4.1 In consideration of the grant of the Sponsorship Rights and subject to the terms
of this agreement, the Sponsor agrees to pay to the Organiser the Sponsorship
Fee in accordance with the payment terms set out in Schedule 1 without any
set-off, deduction or any other withholding.
5 SPONSOR MARK AND THE ORGANISER MARK
5.1 Subject to the remainder of this clause 5, the Sponsor hereby grants to the
Organiser and the Organiser hereby grants to the Sponsor a non-exclusive,
royalty-free licence to use the Sponsor Mark or the Organiser Mark, as
applicable, without any right to sub-license and solely in connection with the
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Sponsor Materials (in the case of the Organiser Mark) and in connection with
the Event (in the case of the Sponsor Mark).
5.2 The use and reproduction by or on behalf of the Organiser of the Sponsor Mark
shall be in the manner and form illustrated in Schedule 2 and the use and
reproduction by or on behalf of the Sponsor of the Organiser Mark shall be in
the manner and form illustrated in Schedule 3.
5.3 Each party shall submit to the other party’s nominated for prior written approval
representative samples of all materials in any form of media using that party’s
Mark prior to the proposed use of the Mark and neither party shall publish,
circulate or otherwise use the other party’s Mark without prior approval from
that party.
5.4 Notwithstanding anything to the contrary, each party shall, at the written
request of the other party, promptly stop using the other party’s Mark where in
the other party’s reasonable opinion, such use of their Mark does not comply
with the approval that party granted pursuant to clause 5.3.
6 REPRESENTATIONS AND WARRANTIES OF THE ORGANISER
6.1 The Organiser represents and warrants to the Sponsor that:
6.1.1 it shall deliver or procure the delivery of the Sponsorship Rights to the
Sponsor;
6.1.2 it has and will continue to have throughout the Term, full right, title and
authority to enter into this agreement and accept and perform the obligations
imposed on it by this agreement;
6.1.3 it has and will continue to have throughout the Term all required licences and
approvals to host and conduct the Event and grant the Sponsorship rights;
6.1.4 it shall use the Sponsor Mark in the manner and form illustrated in Schedule
2, subject to the Sponsor's prior written consent and in compliance with
clauses 5.2, 5.3 and 5.4;
6.1.5 it shall keep the Sponsor informed as promptly as reasonably practicable with
respect to material developments or changes to the Event which might affect
the Sponsor's enjoyment of the Sponsorship Rights;
6.1.6 it owns and controls the Organiser Mark; and
6.1.7 it shall observe and abide by all Applicable Laws as may be relevant to the
exercise of its rights and performance of its obligations pursuant to this
agreement.
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7 REPRESENTATIONS AND WARRANTIES OF THE SPONSOR
7.1 The Sponsor represents and warrants to the Organiser that:
7.1.1 it shall pay the Sponsorship Fee to the Organiser;
7.1.2 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;
7.1.3 it shall use the Organiser Mark only in connection with the Sponsor Materials
and in the manner and form illustrated in Schedule 3, subject to the
Organiser’s prior written consent and in compliance with clauses 5.2, 5.3 and
5.4;
7.1.4 it shall exercise the Sponsorship Rights strictly in accordance with the terms
of this agreement;
7.1.5 it owns and controls the Sponsor Mark; and
7.1.6 it shall observe and abide by all Applicable Laws relevant to the exercise of its
rights and performance of its obligations pursuant to this agreement.
8 ALTERNATIVE RIGHTS, REFUND OR REDUCTION
8.1 In the event that, for whatever reason, the Organiser is not able to deliver the
Sponsorship Rights in whole or part or there is a restriction in the benefit or
value of the Sponsorship Rights as a result of any material change in the
structure of the Event which adversely affects the value of the Sponsorship
Rights, the Sponsor shall have the option to elect to receive from the Organiser
either:
8.1.1 without penalty and to the extent reasonably able to be provided by the
Organiser, substitute alternative rights relating to the Event which are in the
nature of the Sponsorship Rights; or
8.1.2 a full refund of the Sponsorship Fee received by the Organiser as at the date
the Sponsor makes the election.
8.2 Any alternative rights or refund pursuant to this clause 8 shall be without
prejudice to the accrued rights of either party.
9 TERMINATION
9.1 Without prejudice to any rights that have accrued under this agreement or any
of its rights or remedies, either party may terminate this agreement without
liability to the other immediately and without any additional formalities (or
following such notice period as it sees fit) by giving written notice to the other
party if:
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9.1.1 the other party commits a breach of any material term of this agreement and
(if such breach is remediable) fails to remedy that breach within a period of
seven (7) days after being notified in writing to do so;
9.1.2 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;
9.1.3 the other party becomes unable to pay its debts as they fall due;
9.1.4 the other party enters into any arrangement or composition with any of its
creditors;
9.1.5 the other party has a receiver or administrator appointed over all or part of its
property or assets; or
9.1.6 the other party suspends or ceases, or threatens to suspend or cease, to
carry on all or a substantial part of its business.
9.2 Without prejudice to any rights that have accrued under this agreement or any
of its rights or remedies, the Organiser may terminate this agreement without
liability to the Sponsor by giving written notice of fourteen (14) days.
9.3 The parties acknowledge and agree that any breach of clauses 3, 4, 5, 6 and 7
shall constitute a breach of a material term for the purposes of this clause.
9.4 For the avoidance of doubt, clauses 4, 8, 10, 12, 14, 15, 16 and 17 shall
survive the expiry or earlier termination of this agreement.
9.5 This agreement shall terminate automatically if the Event is cancelled due to a
Force Majeure Event.
10 CONSEQUENCES OF TERMINATION
10.1 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.
10.2 On expiry or termination of this agreement all of the Sponsorship Rights and
each party’s rights to use the other’s Marks pursuant to this agreement shall
automatically terminate.
10.3 In the event of early termination of this agreement by the Organiser pursuant to
clause 9.1 the Sponsor shall not be entitled to a refund of the Sponsorship Fee.
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10.4 In the event of early termination of this agreement by the Sponsor pursuant to
clauses 9.1, 9.2, 9.3 or 11.3 the Organiser shall reimburse the Sponsor the
Sponsorship Fee received by the Organiser as at the date of termination.
11 FORCE MAJEURE
11.1 Subject to clauses 8.2 and 9.5, if by reason of any Force Majeure Event, either
party is delayed in or prevented from performing any of its obligations under
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
other party by reason thereof.
11.2 Should either party's exercise of their respective rights under this agreement be
materially hampered, interrupted or interfered with by reason of any Force
Majeure Event, then the obligations of the other party 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 of suspension occasioned.
11.3 In the event that a party is unable to perform its material obligations hereunder
as a result of a Force Majeure Event for a period exceeding fourteen (14) days,
then the other party, subject to a seven (7) day written prior notice (and
provided that the first party remains unable to perform its material obligations
as a result of such Force Majeure Event during such period), shall be entitled to
terminate this agreement without any additional formalities.
12 LIABILITY AND INDEMNITY
12.1 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 of their employment.
12.2 Subject to clause 10.4, 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.
12.3 Under no circumstances shall either party be liable for any costs, damages,
claims, actual or alleged indirect loss or consequential loss howsoever arising
suffered by the other party, 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.
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12.4 The maximum aggregate liability of each party 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 their respective 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 the Organiser as at the date of such act or omission.
12.5 Subject to clause 12.4, the Organiser shall indemnify and keep indemnified the
Sponsor from and against any losses, costs, damages, claims or expenses
including reasonable legal fees, directly and actually arising out of or resulting
from:
12.5.1 the inaccuracy or breach of any representation or warranty made by the
Organiser pursuant to clause 6 of this agreement;
12.5.2 any materials created or supplied by the Organiser in connection with the
Event; and
12.5.3 the use by the Sponsor of the Organiser Mark and any resulting claim that
the Organiser Mark infringes any intellectual property rights or moral rights of
any third party.
12.6 Subject to clause 12.4, the Sponsor shall indemnify and keep indemnified the
Organiser from and against any losses, costs, damages, claims or expenses,
including reasonable legal fees, directly and actually arising out of or resulting
from:
12.6.1 the inaccuracy or breach of any representation or warranty made by the
Sponsor pursuant to clause 7 of this agreement;
12.6.2 any materials created or supplied by the Sponsor in connection with the
Event; and
12.6.3 the use by the Organiser of the Sponsor Mark and any resulting claim that the
Sponsor Mark infringes any intellectual property rights or moral rights of any
third party.
12.7 Each party shall promptly and fully notify the other of any actual, threatened or
suspected infringement of any intellectual property rights or moral rights of
either party which comes to the other's notice, and of any claim by any third
party coming to its notice.
13 ASSIGNMENT
13.1 Neither party may assign in whole or in part the benefit of this agreement
without the prior written consent of the other party.
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14 ANNOUNCEMENTS AND CONFIDENTIALITY
14.1 No announcement shall be made by either party in relation to this agreement
without the prior written consent of the other, such consent not to be
unreasonably withheld.
14.2 Each party agrees to keep all information which it may obtain from the other
party, or which may be acquired or developed during the Term, in confidence
(Confidential Information). Neither party shall, without the prior written consent
of the other party, use or disclose directly or indirectly to any third party such
Confidential Information, save (i) to the extent necessary and on a need-to-
know basis only, to its respective employees, agents, officers, directors,
subsidiaries, affiliates, associated companies, shareholders and advisers -
including but not limited to professional financial advisers, legal advisers and
auditors (the “Recipients”), insofar as such Recipients are aware of the
confidential nature of the information being disclosed and of the terms of this
agreement, except that there shall be no such requirement to so inform if the
Recipients are subject to professional obligations to maintain the confidentiality
of the information or is otherwise bound by equivalent requirements of
confidentiality in relation to the Confidential Information; or (ii) as may be
required by law or regulation.
14.3 Each party undertakes to ensure that all Confidential Information is protected
with security measures and a degree of care that would apply to that party’s
own confidential information.
15 POINTS OF CONTACT
15.1 The principal point of contact for each party (unless the other party is notified
otherwise in writing) shall be as described in Schedule 1.
16 NOTICES
16.1 Any notice required to be given by one party to the other shall be in writing and
shall be served by sending the same by commercial courier or by facsimile to
the address or facsimile number as set out in Schedule 1 or such other address
as a party may from time to time notify to the other party.
16.2 Any notice so served shall be deemed to have been served when sent by
courier at the time as evidenced on the delivery slip, and when sent by
facsimile at the time as evidenced by the successful transmission receipt.
16.3 In the case of notice being given after 4:00 pm on a regular business day or on
a day which is not a business day, the date of service shall be deemed to be
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the next Business Day. For purposes of this Clause, Business Day shall
mean a day (other than a Friday or public holiday) on which banks in the
Emirate of Abu Dhabi are open for regular business.
17 GENERAL
17.1 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.
17.2 This agreement constitutes the whole agreement between the parties and
supersedes all previous agreements between the parties relating to its subject
matter. Each party acknowledges that, in entering into this agreement, it has
not relied on, and shall have no right or remedy in respect of, any statement,
representation, assurance or warranty (whether made negligently or innocently)
other than as expressly set out in this agreement. Nothing in this sub-clause
shall limit or exclude any liability for fraud.
17.3 The rights and remedies provided under this agreement are in addition to, and
not exclusive of, any rights or remedies provided by law.
17.4 Each party shall bear its own costs and expenses in connection with the
negotiation, preparation, execution, and performance of this agreement and
any documents referred to in it.
17.5 If a provision of this agreement (or part of any provision) is found by any court
or other authority of competent jurisdiction to be invalid, illegal or
unenforceable, that provision or part-provision shall, to the extent required, be
deemed not to form part of this agreement, and the validity and enforceability of
the other provisions of this agreement shall not be affected. If a provision of this
agreement (or part of any provision) is found illegal, invalid or unenforceable,
the parties shall negotiate in good faith to amend such provision such that, as
amended, it is legal, valid and enforceable, and, to the greatest extent possible,
achieves the parties' original commercial intention.
17.6 No variation of this agreement shall be effective unless it is in writing and
signed by the parties.
17.7 This agreement is governed by the Applicable Law.
17.8 All disputes in relation to or arising from this Agreement, if not resolved by the
parties themselves within thirty (30) days of the dispute arising, shall be settled
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by the courts of the Abu Dhabi Global Market, which will have exclusive
jurisdiction to hear and determine the dispute.
17.9 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, nor authorise any party to make or enter into any
commitments for or on behalf of any other party.
Signed by
for and on behalf of [insert name]
.......................................
Signed by
for and on behalf of ABU DHABI
GLOBAL MARKET .......................................
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Schedule 1 Sponsorship Particulars
Effective Date: [ ] 2019
Sponsor: ABU DHABI GLOBAL MARKET, with its principal place of
business at Al Maryah Island, ADGM Square,
Authorities Building
Sponsorship Fee: AED [insert] (state figure in words) representing the
following:
1. Event expenses: [INSERT]
2. Event fees: [INSERT]:
Payment of Sponsorship Fee:
[ ]% [to be paid within 30 days from
Effective Date]
[ ]% [to be paid within 30 days from
Effective Date]
Sponsorship Rights: [please insert the full list of Sponsorship Rights
that ADGM will be entitled to receive]
Points of Contact:
The Organiser: [insert name]
[ ]@[ ].com
Contact number: +[ ]
Sponsor: [Insert name of ADGM point of contact]
Abu Dhabi Global Market
PO Box 111999
Abu Dhabi United Arab Emirates
Tel +971 2 333 8888
[ ]@adgm.com
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Notice Particulars:
the Organiser: [INSERT NAME]
[ ]
[ ]
Attention: of [ ]
Telephone: [ ]
Sponsor: ABU DHABI GLOBAL MARKET
Al Maryah Island, ADGM Square
Authorities Building
Attention: [ ]
[ ]
Dir +[ ] Mob +971 [ ]
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Schedule 2 Sponsor Mark
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Schedule 3 the Organiser Mark
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