Schedule 2 (v. September 2016)
SPONSORSHIP AGREEMENT - STANDARD TERMS AND CONDITIONS
Amount of Sponsorship
1.1. The Sponsor will provide the Sponsorship as defined in Schedule 1 for the Initiative to be paid to the Organiser on the terms and conditions set out in this Contract. The Sponsorship is provided in consideration of sponsor benefits as listed in Schedule 1.
Use of Sponsorship
1.2. The Sponsorship must be used for the purpose or purposes specified in Schedule 1 and any other purpose which the Sponsor may approve in writing. The Organiser shall provide evidence to the Sponsor in such form and detail as the Sponsor, in its absolute discretion, may require as to how the Sponsorship is intended to be, is being and/or has been applied.
Payment of Sponsorship
1.3. Provided the Organiser complies with the terms of this Contract, the Sponsorship will be paid by the Sponsor to the Organiser on the dates or in the manner as specified in Schedule 1.
1.4. The Organiser acknowledges and agrees that the Sponsor is responsible for providing the Sponsorship only and is not liable in any way for the payment of any costs or expenses or for taking any other action associated with the Initiative.
2.1. This Contract will come into force on the date of its execution by both parties and will continue in force until the End Date specified in Schedule 1 unless terminated earlier in accordance with this Contract.
3. Organiser Warranties
3.1. The Organiser warrants that all information, statements and representations it disclosed or made to the Sponsor in connection with itself and the Initiative, are true and correct, do not omit any material matter, and are not likely to mislead or deceive the Sponsor as to any material matter. The Organiser acknowledges that the Sponsor has entered into this Contract in reliance on the veracity of the information, statements and representations described above.
Promotion of the Sponsor
3.2. The Organiser will, subject to clause 3.3., ensure that the Sponsor is promoted as a sponsor in all media reporting and other material relating to the Initiative. Where the Sponsor so requests, the Organiser shall ensure that all such promotions feature the Sponsors name, trademark(s) and logo(s) in a prominent position. In addition, where NZTE is the Sponsor, the Organisation will fully recognise that NZTE is acting in the best interests of the community and the welfare of New Zealand through its support of the Initiative and the Organiser.
3.3. The Organiser must obtain the Sponsor’s prior written approval of any communication with, or statement, instruction or brief given or provided to the media covering the Initiative or any advertising campaign or promotional activity in relation to the Initiative including the use of the Sponsor’s name, trademark(s) or logo(s).
Management of Initiative
3.4. The Organiser will conduct the Initiative in a professional, competent and prudent manner, and will not do anything, or fail to do anything that has the likely effect of adversely affecting the reputation, good standing or goodwill of the Sponsor. Where NZTE is the Sponsor, this includes not doing anything which will adversely affect the NZTE trademark or the New Zealand industry in general.
3.5. It is the Organiser’s responsibility to take out and maintain insurance coverage for the length of this Contract, and for a period of three years after the End Date, in amounts and against risks that are normal for businesses similar to that of the Organiser, including insurance against public liability and property damage.
3.6. Within 10 working days of a request from the Sponsor the Organiser must provide a copy of the insurance certificate proving that the required policy is in place and current.
4. Health and Safety
4.1. Each party will take all reasonably practicable steps to comply with its health and safety obligations. In addition, each party will have their own operational health and safety practices and procedures in place.
4.2. The parties consider, agree and acknowledge that the Organiser will have the greatest amount of influence and control over the Initiative and as such is the Person Conducting a Business or Undertaking (PCBU) in relation to the Initiative. Notwithstanding that, during the term of this Contract and in relation to the Initiative, each party is responsible for ensuring the health and safety of their own people insofar as they are able to influence and control those people.
4.3. In order to assist the Organiser to meet its obligations as the PCBU, the Sponsor will (where required by the Organiser):
(a) follow all directions from the Organiser in respect of health and safety;
(b) advise the Organiser of any hazards, incidences, or near misses identified by the Sponsor; and
(c) follow any other instructions the Sponsor may receive from the Organiser in respect of health and safety.
5.1. The Organiser will:
(a) Provide to the Sponsor a copy of any financial statements, report or newsletter it produces that concerns the performance of the Organiser or the Initiative as soon as possible after the time of its production and before its publication or disclosure to the public at large.
(b) Within 30 working days of the conclusion of the Initiative, provide the Sponsor with:
i. a written analysis of the success of the Initiative containing such information as the Sponsor reasonably requires; and
ii. confirmation that the Sponsorship has been used for the purposes described in Schedule 1.
(c) Where required by the Sponsor, provide the Sponsor with access to its records and personnel for the purposes of allowing the Sponsor to verify the contents of any documentation provided by the Organiser to the Sponsor, or to verify that the Sponsorship has been applied in accordance with this Contract.
(d) Comply with all taxation obligations arising from the Sponsorship.
Sponsor’s Termination Rights
6.1. This Contract may be terminated at any time by the Sponsor in its absolute discretion if:
(a) Cancellation: for any reason, the Initiative does not proceed or is unreasonably delayed;
(b) Initiative unlikely to deliver benefits: in the Sponsor’s reasonable opinion, the Initiative is unlikely to deliver the benefits originally anticipated (because of external factors such as terrorist activity restricting travel, or where registration has fallen materially short of expectations);
(c) Breach: the Organiser breaches this Contract;
(d) Misconduct: the Organiser, directly or indirectly, should be involved in any conduct which in the opinion of the Sponsor has damaged or could damage the reputation, good standing or goodwill of the Sponsor, its name, trademark(s) or logo(s) or, where NZTE is the Sponsor, the New Zealand industry generally.
(e) Public controversy: the Organiser, directly or indirectly, is involved in any public controversy which in the opinion of the Sponsor has adversely affected or could adversely affect the Organiser, the Sponsor, the Initiative or where NZTE is the Sponsor, the New Zealand industry generally; and
(f) Insolvency: the Organiser is unable to pay its debts and liabilities when due or makes an assignment for the benefit of its creditors or becomes bankrupt or insolvent or goes into liquidation or has a receiver, trustee, administrator or other similar official appointed.
Termination by NZTE
6.2. Where the Sponsor is NZTE, and in addition to the termination rights in clause 5.1, NZTE may terminate this Contract at any time in its absolute discretion where a Ministerial direction is given to NZTE pursuant to the Crown Entities Act or a change in Government, change in Government policy, or change in legislation, means the Initiative or the provision of the Sponsorship is no longer legal, permitted or variable.
Consequences of termination
6.3. On termination of this Contract under an Initiative specified in clause 5.1 or 5.2:
(a) Rights cease and survive: the rights and obligations set out under this Contract shall cease, and, in particular, the Sponsor shall have no obligation to pay any further instalments of the Sponsorship; and
(b) Repayment: the Organiser will immediately return to the Sponsor any part of the Sponsorship that has not been applied by the Organiser at the date of termination. Where the Sponsor has terminated the Contract under clause 5.1(b) or (c), the full amount of Sponsorship shall immediately be repaid to the Sponsor, whether applied by the Organiser or not.
7.1. Subject to clause 6.2, neither party will make use of or disclose to any third party any information of a confidential nature concerning the other party; except:
(a) with the prior consent of the other party; or
(b) to the extent necessary to perform its obligations under this Contract;
(c) if the information has already become public, other than through a breach of the obligation of confidentiality by one of the parties; or
(d) if the use or disclosure is required by law (including under the Official Information Act 1982) or parliamentary convention.
7.2. No failure, delay or indulgence on the part of either party in exercising any power or right conferred upon such party under this Contract shall operate as a waiver of such power or right. No waiver of a power or right conferred upon a party under this Contract is effective unless it is in writing.
7.3. Each notice or other communication under this Contract required to be in writing, is to be made by facsimile, personal delivery, courier or by post to that party’s address for Notices stated in Schedule 1.
7.4. Notices must be signed by the appropriate manager or person having authority to do so.
7.5. A notice will be considered to be received:
(a) if it is delivered by hand, on the date it is delivered;
(b) if it is sent by post within New Zealand, on the 3rd working day after the date it was sent;
(c) if it is sent by post internationally, on the 7th working day after the date it was sent;
(d) if it is sent by courier, on the date it is delivered; or
(e) if it is sent by fax, on the sender receiving a fax machine report that it has been successfully sent.
7.6. A notice received after 5pm on a working day, or on a day that is not a working day, will be considered to be received on the next working day.
No partnership or agency
7.7. Nothing in this Contract or in the relationship between the parties is to be construed as creating a partnership or subjecting either party to the liabilities of the other. The Organiser is not the agent of the Sponsor nor will it hold itself out as the agent of the Sponsor in its dealings with third parties. The Organiser will not incur any obligations or make any promises or any public statement on behalf of the Sponsor except with the prior written consent of the Sponsor.
7.8. Subject to any other provision of this Contact, each party shall pay its own costs of and incidental to, the negotiation, preparation, execution and amendment of this Contract.
7.9. No amendment to this Contract is effective unless it is in writing and signed by both parties.
7.10. The Organiser shall not assign its rights or obligations under this Contract without the prior written consent of the Sponsor. The Sponsor may assign its rights and obligations under this Contract.
Governing law, jurisdiction, currency and time
7.11. Except where Schedule 1 states otherwise, this Contract is governed by New Zealand law and the parties submit to the exclusive jurisdiction of the courts of New Zealand in respect of any dispute or proceeding arising out of this Contract. All money is in New Zealand dollars. Dates and times are New Zealand time.
7.12. This Contract comprises the entire agreement between the parties and supersedes all previous contracts or understandings relating to the subject matter of this Contract.