For 2/15 read Text pp. 111-149 (be sure to review the cases in that reading). Also review the below contract -- we will discuss it next week for formation and interpretation issues (spacing is a bit screwed up). Check back on this blog later in the week for more. Presently I have no power and 26 inches of snow in my yard so updating is a bit slow.
AGREEMENT
THIS AGREEMENT, made and to be effective the 15th day of September, 20__ by and between _________________(“Company”) and __________________company (“TP”).
WHEREAS, TP has previously acquired the license to organize, operate and promote the _______________________event that is held annually in ____________ (the “Event” or “Events”);
WHEREAS, Company desires to promote its name and products during the 2003 Event and the 2004 Event); and
WHEREAS, TP has agreed, as hereinafter noted in this Agreement, to provide various marketing and promotional services to Company so that Company may promote its name and products in regard to the 2003 and 2004 Events.
NOW, THEREFORE, both Company and TP, through their designated authorized representatives, each intending to be legally bound, do hereby agree as follows:
1. Duties. For the 2003 and 2004 Events (unless otherwise noted hereinafter), TP will provide the following services for the Company:
(a) assistance with the development and organization of a public area site at the Event where a Company vehicle can be displayed, the location of the site to be mutually agreed upon by the Company and TP;
(b) one advertising page in the official tournament program of the Event, TP providing Company with development and design services in the compiling of the ad;
(c) accessibility to one loge box at __ with six (6) seats, with six (6) VIP passes given for each day of the Event, and assistance in making various arrangements for the Company’s guest in regard to ticket distributions and related items;
(d) assistance to Company representatives so they can hand out press information to journalists attending Event press conferences during the week of the Event; and
(e) for Event year 2004, assistance in developing and formulating (within __- rules and regulations) ads of the Company’s name/logo (the “Mark”) to be displayed (within reasonable television camera range as is practically possible) at the following locations:
(i) the net referee’s chair on centre court of the Event’s tennis hall (“Centre Court”),
(ii) the service speed gun used at Centre Court for the Event, and
(iii) on one sixth of the lateral rotating banners used on Centre Court.
In addition, other services can be mutually agreed upon between TP and Company.
2. Representations. Incident to the services and responsibilities of TP as noted in Paragraph One (1) herein, TP also makes the following good faith representations:
(a) the Event will be organized and operated in a first class manner in accordance with previous events; and
(b) the Event will receive both national and international television coverage, the actual amount and schedule time of said coverage not being guaranteed by TP.
3. Consideration. In consideration of the services to be provided by TP to Company, Company agrees to transfer to MTP (or its designated assignee), full and unencumbered title to the following:
Event Year 2003
Event Year 2004
Both Company and TP agree that TP is receiving the ________ incident to the services that it is providing to Company per this Agreement, and that TP shall have full and absolute right to sell either or both of the _____ to a third party. In addition, Company agrees that it will ship either or both of the ____________ to the location requested by TP (including the location of TP’s designated assignee of the _____________, if applicable).
Company agrees that it will be solely responsible and pay for all transportation costs (i.e., shipping charges, duty, etc.) relating to the shipping of the ____, and will exclusively handle all paperwork incident thereto.
4. Promotional Acts of Company. Incident to the marketing and promotional objectives of Company, it shall be allowed to refer to itself as a sponsor of the “__________ Event”, provided the prior written approval of TP is obtained.
5. Termination; Default; Costs.
A. Termination. This Agreement can be terminated at any time as follows:
(a) by mutual written agreement of Company and TP; or
(b) by the election of a nondefaulting party per the provisions of Paragraph 5.B. herein; or
(c) if TP no longer has the organizational rights to the Event.
B. Default. Either Company or TP shall commit an act of default (“Default”) if Company or TP (the “Defaulting Party”) does not satisfy an obligation that it has per the terms of this Agreement and the Defaulting Party does not rectify said Default within thirty (30) business days (the “Cure Period”) after written notice of said Default is provided by the nondefaulting party.
C. Legal Fees and Costs. In the event a party to this Agreement defaults as to any of its obligations, all legal fees and court costs of the other party should be paid by the defaulting party except for fees of the each party’s “in-house” legal counsel.
6. Indemnity. Unless otherwise noted in this Agreement, Both Company and TP agree to protect, indemnify, and save harmless the other and the other’s respective employees, agents, consultants, and representatives, from and against any and all expenses, damages, claims, suits, actions, judgments, and costs whatsoever, including attorney’s fees, arising out of, or in any way connected with, any claim or action, including but not limited to, personal injury, property damage, or death resulting from any act or omission pertaining to the obligations of either the Company or TP in regard to this Agreement.
7. Assignment. Neither party to this Agreement shall be able to assign and/or sublicense any or all of its respective rights and obligations herein without prior written consent of the other, an authorized assignee being subject to all the rights and obligations noted in this Agreement. Notwithstanding the previous sentence, however, and as noted in Paragraph Three (3) herein, TP shall have the exclusive authority to designate a third party as the recipient of the consideration it receives per this Agreement.
8. Notice. All notices and other communications from either party to the other hereunder shall be given in writing at the respective address of the Company and TP as provided in this Paragraph Eight (8), unless either party at any time or times designates another address for itself by notifying the other party thereof by express mail courier, in which case all notices to such party shall thereafter be given at its most recently so designated address. Notice shall be deemed satisfied and effective on (a) the date of receipt when sent by express commercial courier, or (b) on the day of sending by facsimile machine if sent to the hereinafter noted facsimile numbers (or provided successor) and transmission is confirmed.
Notice shall be sent to the following addresses:
To Company:
To TP:
9. Waiver. The failure of TP and/or Company at any time to demand strict performance by the other of any of the terms, covenants or conditions set forth herein, including the termination provisions of Paragraph Five (5) herein, shall not be construed as a continuing waiver of relinquishment thereof, and either party may, at any time, demand strict and complete performance by the other of said terms, covenants and conditions.
10. Confidentiality. All provisions of this Agreement shall be kept strictly confidential and not be released by either TP or Company for public knowledge, whether directly or indirectly, unless to either party’s legal representative or as required by law.
11. Governing Law; Jurisdiction. The interpretation, construction, validity and performance of this Agreement shall be governed in all respects in accordance with the laws of ______. The parties hereto agree to submit to the exclusive jurisdiction of the courts of ______.
12. ______Approval. Notwithstanding any other provisions of this Agreement, the rights of the Company to promote its Mark as noted in this Agreement shall be subject to the rules and regulations of the _____, the relevant broadcasting authorities and the advertising standards and laws of the country of _______.
13. Miscellaneous.
A. Except as otherwise provided herein, all costs and expenses incurred by both parties in performing their particular activities shall be borne by said particular party.
B. Nothing in this Agreement shall constitute or shall be constructed as constituting a partnership or joint venture between Company and TP.
C. This Agreement contains the full and complete understanding of the parties hereto, supersedes all prior agreements and understandings, whether written or oral. This Agreement cannot be modified except by a written instrument signed by each party hereto.
D. Both Company and TP confirm and covenant that at the time of the signing of this Agreement they are each duly formed entities in existence in compliance with the laws of their jurisdiction.
E. The descriptive headings of the paragraphs of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.
F. Provisions contained in the preamble (i.e. “WHEREAS”) shall be given full legal effect.
G. This Agreement may be executed in multiple counterparts, all documents to be considered one (1) legally binding document.
H. The Company shall have the first right to extend the term of this Agreement for the year 2005 if notice of said option exercise is given to TP in writing on or before the last day ____ of the 2004 Event.
Made the date first noted herein.
Company:
____________________
By:
its ________________
TP
____________________
By: ______________, , its Director
