IMPREZA WRX CLUB INC.

SPONSORSHIP TERMS AND CONDITIONS

A. The Sponsor has applied to become a sponsor of this year’s edition of the Event using the on-line Application or manual registration form.  The date of this agreement is the later of the date the Sponsorship Contribution is received by the Club and the date the Club notifies the Sponsor that its Application has been accepted.  There is no assurance that any Application will be accepted.  If the Application is accepted, these terms form the agreement between the Club and the Sponsor.

B.  The Club is the owner and organiser of the Event and is planning to organise an edition of the Event this calendar year at the Venue for the benefit of its members, and not as a commercial enterprise.  (Unless the context otherwise requires, “Event” means the edition of the Event planned to occur this calendar year.)

C.  The Sponsor has agreed to sponsor the Club in connection with this year’s Event and the Club has agreed to provide certain Sponsorship Benefits to the Sponsor on the terms set out in this agreement.

D. The Club is a not for profit, volunteer run, community association and does not have significant assets and is relying on the Sponsorship to offset the costs to the Club of organising the Event.

E.  The parties acknowledge that this year’s edition of the Event is intended to occur in this calendar year.  The Sponsorship relates to the period before the Event, during the Event and for a reasonable period after the Event during which the parties intend for the Sponsor to be recognised as having sponsored this year’s edition of the Event. 

Terms

1. Interpretation
Definitions
2.  Sponsorship
2.1           The Sponsor will sponsor the Club by providing the Sponsorship Contribution.
2.2           The Club authorises the Sponsor to publicise the Sponsorship in such manner as the Sponsor considers is reasonable from time to time during the Term.
2.3           The Sponsor must at all times comply with and ensure that its Personnel comply with all applicable laws and the requirements of any Governmental Agency.
2.4           The Sponsor acknowledges the risk that the Club may determine to cancel or postpone or stop the Event for any reason, including if the Venue ceases to be available for the Event on the planned date, but the Sponsor will still have received value from its name and brand having been associated with the Event and the Club.  Nevertheless, in the event the Sponsor in good faith claims loss in relation to the disruption to the Event, the Club may negotiate a possible reduction and partial refund of the Sponsorship payments, in its sole discretion but acting reasonably, taking into account that the Club will have incurred costs in association with the Event for which, as a grassroots volunteer run organisation, it relied on the Sponsorship, and that the value of the Sponsorship to the Sponsor included its name and brand having been associated with the Event and the Club even though the Event is disrupted. 
2.5           The Sponsor acknowledges the Club is a hirer of the Venue and does not control the Venue.  The Sponsor will ensure that it and its Personnel, by their actions, do not cause the Club to be in breach of its hire agreement with the Venue. The Sponsor will ensure that its Personnel whilst at the Venue follow the directions of the Club and the Venue.   Although the Club will use its best endeavours to provide the Sponsorship Benefits, there can be no assurances that the Venue will permit it to do so. 
3.             Sponsorship Benefits
3.1           During the Term, the Club will provide to the Sponsor the Sponsorship Benefits.
3.2           The Club will conduct such promotional activities as form part of the Sponsorship Benefits or as the parties may agree in writing from time to time.
3.3           The Club acknowledges and agrees that if the Sponsorship Category is described in the Sponsorship Benefits as “exclusive”, the Club shall not grant any sponsorship rights or benefits to any other party in relation to that Sponsorship Category without the Sponsor's prior consent.
4.             Licences and Intellectual Property
4.1           The Sponsor acknowledges that the Club owns all of the Intellectual Property in the Event, previous and future equivalent editions of the Event and may organise future equivalent editions of the Event and the Sponsor does not hold, and is not acquiring any, interest in the Event, including past or future equivalent editions of the Event or any of the Club’s Intellectual Property therein.
4.2           The Sponsor grants to the Club for the Term a non-exclusive, non-transferrable, royalty free licence to use the Sponsor Trademarks solely for the purpose of promoting the Sponsorship.  The Club must comply with all requirements and conditions imposed by the Sponsor in regard to the use of the Sponsor Trademarks.  Nothing in this agreement shall affect the Sponsor's rights in respect of its ownership of its Intellectual Property.  The Club must immediately upon request by the Sponsor or the expiration or earlier termination of this agreement, cease all use of and reference to the Sponsor Trademarks. 
4.3           The Club grants to the Sponsor for the Term a non-exclusive, non-transferrable, royalty free licence to use the Club's Trademarks solely for the purpose of promoting the Sponsorship (without imposing any obligation on the Sponsor to do so).  Nothing in this agreement shall affect the Club's rights in respect of its ownership of its Intellectual Property, including its ownership of the Event no matter in which calendar year the Event is promoted.  The Sponsor must, upon the expiration of the Term or earlier termination of this agreement, cease using or otherwise referring to the Club’s Trademarks.
4.4           Each party acknowledges that, after the Event, its materials and social media related to the Event may continue to contain the other party’s trademarks and logos and references to the Sponsorship.  Nothing in this agreement requires either party to delete any such content from its materials or social media.
5.             Termination
5.1           This agreement may be terminated by either party (‘the terminating party’) by giving written notice to the other party with immediate effect if:
(a)            this year’s edition of the Event has occurred and is concluded or, if it was cancelled or postponed and the Club has determined it will not occur this year;
(b)            the other party breaches any of its obligations under this agreement, provided that the terminating party has given the other party 30 days’ notice in writing to remedy the breach (if capable of remedy) and the other party has not complied with such notice;
(c)            the other party becomes insolvent;
(d)            the other party is adjudged bankrupt or makes an assignment of its property or enters into any scheme of arrangement for the benefit of its creditors under the provisions of any law relating to bankruptcy or otherwise;
(e)            the other party is a body corporate or incorporated association, a controller, receiver, receiver/manager, administrator, liquidator or provisional liquidator is appointed to it or any of its assets;
(f)             any creditor of the other party enters into possession of the whole or any portion of the business or any assets of the other party; or
(g)            it considers, in its absolute discretion, that any occurrence, act, event, action or thing (including without limitation any statement, behaviour, conduct, or implication) by the other party or the other party’s Personnel, participants, customers, members, commercial partners or any other person or entity associated with the other party is or may be controversial or detrimental to its reputation, goodwill or operations.
5.2           Termination of this agreement shall not affect a party’s rights arising out of a breach of this agreement by the other party.
5.3           Termination, completion or expiry of this agreement for any reason shall not extinguish or otherwise affect any rights of either party against the other which accrued prior to the time of the termination, completion or expiry or otherwise relate to or may arise at any future time from any breach or non-observance of obligations under this agreement which arose prior to the time of the termination completion or expiry.  Subject to clause 2.4, the Sponsor is not entitled to a refund of any part of the Sponsorship Contribution if this agreement is terminated.
5.4           The provisions of this agreement which by their nature survive termination, completion or expiry will continue to survive (including without limitation, clause 7 (and any warranty or indemnity in this agreement).
6.             Insurance
6.1           During the Term, the Sponsor must maintain at its own cost the following insurance policies with reputable and recognised insurers:
(a)            a public liability insurance policy;
(b)            a workers’ compensation insurance policy for all personnel engaged by you in connection with the Event; and
(c)            any other insurance policies required by us from time to time,
for an amount not less than the amount agreed with us from time to time as specified in the Sponsorship Prospectus.
6.2           The Sponsor must provide a certificate of currency detailing the type and period of the cover for each policy at any time requested by the Club.
6.3           The Sponsor represents and warrants that it has the insurance required by this clause 7 and repeats this warranty on each day of the Term.
7.             Release and Indemnity
7.1           Without limiting clause 7.4, the Sponsor acknowledges and agrees that the Club does not endorse the Sponsor, any activities conducted by or on behalf of the Sponsor or its Personnel or any products or services offered by the Sponsor and the Sponsor shall not make any representation of any such endorsement by the Club unless authorised in writing by the Club.
7.2           The Sponsor acknowledges that it is solely responsible for the conduct of any of its activities associated with this agreement and the Event and undertakes to perform its obligations under this agreement and at the Event and at the Venue at its risk and, to the extent permitted by law, but subject to the express terms of this clause 7.2, releases and forever discharges the Club and its Personnel from all claims and other Liabilities whatsoever which it may have now or but for the presence of this clause may have in the future against the Club or its Personnel whether in contract, tort, pursuant to any statute or otherwise which arise out of, or in connection with:
(a)            its obligations under this agreement; or
(b)            any act, matter or thing done or any omission of the Club or its Personnel in relation to the Sponsorship, the Sponsorship Benefits, the Event or otherwise under this agreement.
7.3           The Sponsor shall indemnify and keep indemnified the Club and its Personnel against all Liabilities which any of them may suffer or incur which arise out of, or in connection with:
(a)            the performance or non-performance of this agreement by the Sponsor or its Personnel except to the extent that such Liability is attributable to the negligent or unlawful act or omission of the Club or its Personnel;
(b)            any breach of this agreement or of any warranty or representation in this agreement by the Sponsor;
(c)            the fraudulent or negligent acts or omissions or dishonest conduct of the Sponsor or its Personnel;
(d)            the insolvency of the Sponsor;
(e)            any act or omission of the Sponsor or its Personnel which gives rise to a Liability of the Club to a third party; or
(f)             any claim or action made or brought by or on behalf of any of its Personnel against the Club arising as a result of a matter as between the relevant person and the Sponsor.
7.4           The Sponsor acknowledges and agrees that the Club and its Personnel shall not be liable to the Sponsor under any circumstances for any Consequential Loss.
8.             GST
[Note, the Club is NOT registered for GST and is not required to be registered.  There will be no GST on the Sponsorship Contribution.]
8.1           Notwithstanding any term or condition to the contrary in this Contract:
(a)            The parties acknowledge and agree that all amounts of money payable by a party to another party except where otherwise expressly stated are exclusive of GST.
(b)            The parties agree that:
(1)            if a Supply under this Agreement by a party (Payee) to the other party (Payer) is a Taxable Supply then the Payer must pay to the Payee an additional amount (Additional Amount) determined by multiplying the consideration in respect of that Supply by the prevailing GST rate;
(2)            the Payer shall pay each Additional Amount at the same time as consideration for the Supply referable to it or upon demand by the Payee (whichever is the earliest); and
(3)            each Additional Amount shall not be refundable in any circumstances.
(c)            Following payment by the Payer under clause 8.1(b)(2) the Payee must promptly issue to the Payer a Tax Invoice.
8.2           In this clause 8:
GST has the same meaning as in the GST Act.
GST Act means A New Tax System (Goods and Service Tax) Act 1999.
Registered has the same meaning as the expression “registered” has in the GST Act.
Supplier has the same meaning as the expression “supplier” has in the GST Act.
Supply has the same meaning as the expression “supply” has in the GST Act.
Taxable Supply has the same meaning as the expression “taxable supply” has in the GST Act.
Tax Invoice has the same meaning as the expression “tax invoice” has in the GST Act.
9.             General
9.1           This agreement may be varied only in writing signed by each party.
9.2           A party must not assign this agreement or any right under it without the written consent of the other party.
9.3           This agreement:
(a)            constitutes the entire agreement between the parties about its subject matter; and
(b)            supersedes any prior understanding, agreement, condition, warranty, indemnity or representation about its subject matter. 
9.4           The parties acknowledge that they have not relied on any representation or conduct in deciding whether to enter into this agreement, other than as expressly set out in this agreement.
9.5           This agreement does not create any relationship of principal/agent, employer/employee, or partnership between the Club and the Sponsor.
9.6           A party may exercise a right, power or remedy at its discretion, and separately or concurrently with another right, power or remedy.  Failure by a party to exercise or any delay in exercising a right, power or remedy does not prevent its exercise.
9.7           A party may only waive a breach of this agreement in writing signed by that party.
9.8           A waiver is limited to the instance referred to in the writing (or if no instance is referred to in the writing, past breaches).
9.9           Any provision in this agreement which is invalid, void or unenforceable in any jurisdiction is to be read down for the purposes of that jurisdiction, if possible, so as to be valid and enforceable, and if otherwise to be severed to the extent of that invalidity, voidness or unenforceability, without affecting the remaining provisions of this agreement or affecting the validity or enforceability of that provision in any other jurisdiction.
9.10        This agreement may be executed in counterparts, which when taken together are one instrument.
10.         Governing law
10.1        This agreement is governed by the law in New South Wales.  The parties irrevocably submit to the non-exclusive jurisdiction of the courts in New South Wales.
10.2        Each party will pay its own costs in respect of any advice it obtains in relation to the agreement and in performing its obligations under this agreement (except to the extent elsewhere in this agreement provides otherwise).
11.         Email
11.1        A notice, demand, consent, approval or communication under this agreement can be given to the email address for the Sponsor contained in its Application and to the Club at the following email address Treasurer@wrx.org.au.In this agreement, unless the contrary intention is apparent or the context otherwise requires:

In this agreement, unless the contrary intention is apparent or the context otherwise requires:

“Application” means the on-line application completed by the Sponsor in relation to this year’s Event;

“Club” means Impreza WRX Club Inc. (ABN 96 260 360 630);

“Club’s Trademarks” means any trademarks notified by the Club to the Sponsor for the purposes of this agreement;

“Consequential Loss” means any loss or damage suffered by a party which is indirect or consequential or results from some special circumstance or supervening event or which is by way of loss of profits;

“Event” means the event the event specified in the Sponsorship Prospectus for which the Sponsor is making a Sponsorship application and, as applicable, means this year’s edition of the Event only;

“Governmental Agency” means any government or governmental, semi-governmental, local government, administrative, fiscal, quasi judicial or judicial body, department, commission, authority, tribunal, agency or entity;

“Intellectual Property” means any and all present and future intellectual and industrial property rights throughout the world including rights in respect of or in connection with any invention, patent, copyright, design, circuit layout or trademark, or any other similar or like right including rights to trade secrets, know how, proprietary or confidential information whether or not registered or registrable and including the rights to apply for registration, renewals and extensions;

 “Liability” or “Liabilities” means all liabilities, damages, remedies, losses, actions, penalties, fines, costs, expenses (including reasonable legal fees and expenses), demands, claims and proceedings of any nature and without limiting the generality of the foregoing including claims by third parties, diminutions or deficiencies of any kind or character and all expenses reasonably incurred in connection with investigating or defending any claims or proceedings whether or not resulting in a liability and all amounts paid in settlement of such claims or actions;

“Personnel” means, in relation to a party, any officer, employee, agent, contractor or subcontractor of that party;

“Sponsor” means the person or company that has completed the Application;

“Sponsor Trademarks” means the name of the Sponsor and any other trademarks notified by the Sponsor to the Club for the purpose of this agreement;

“Sponsorship” means the sponsorship to be provided by the Sponsor to the Club pursuant to this agreement;

“Sponsorship Benefits” means the sponsorship benefits to be provided to the Sponsor specified in the Sponsorship Prospectus for the Sponsorship Category;

“Sponsorship Category” means the category of sponsorship specified in the Application for which the Sponsor has applied in relation to the Event;

“Sponsorship Contribution” means the sum of money or contribution in kind as specified in the Sponsorship Prospectus for the Sponsorship Category;

“Sponsorship Prospectus” means the document seeking sponsorship for the Event in response to which the Sponsor has submitted an Application;

“Term” means the period from the date of this agreement until the day on which this agreement is terminated in accordance with clause 5.1;

“Venue” means the place or places at which the Event is intended to occur.