Sponsorship

2.1 We grant to you:

2.1.1. The Sponsorship Rights (as defined on the Sponsorship Kit); and

2.1.2. a non-transferable, non-exclusive, royalty-free licence to use the Event logos and trade marks (the “Event Marks”) provided to you in accordance with clause 3.4 solely to promote your sponsorship of the KL BIM DAY 2023, during the Term (as defined at clause 6.1) and in accordance with the terms and conditions of this Agreement.

2.2. You grant to us a worldwide, non-exclusive, royalty-free, sub-licensable licence to use your logos and trade marks (the “Sponsor Marks”) provided to us in accordance with clause 3.3:

2.2.1. during the Term to promote and exploit the Event; and

2.2.2. for a period of six months following the Event in any report produced about the Event and in any promotional materials for similar events.

2.3 In the event that you change the Sponsor Marks at any time during the Term, you agree that we shall not be obliged to make any consequential changes to materials that include the Sponsor Marks produced by us or on our behalf for or in connection with the Event (including, but not limited to, reprinting promotional literature or publicity materials) unless you agree in writing in advance to meet the costs and expenses incurred by us arising from such change.

2.4 If for any reason, we are unable to deliver any of the Sponsorship Rights, we will inform you as soon as reasonably practicable. We may substitute alternative benefits in respect of the same Event to an equivalent value of the relevant Sponsorship Rights without any liability to you .

2.5 You acknowledge and agree that you shall be solely responsible for all costs that you incur relating to your attendance at the Event (including, without limitation, any travel costs, the costs of any temporary staff and any costs relating to the stand that you erect at the Event).

2.6 You shall promptly comply with all reasonable instructions and directions issued by or on behalf of us in connection with the Event and its promotion (including, without limitation, any instructions or directions given in relation to the use of the venue at which the Event is being held). We shall not be responsible for any failure or delay in providing any of the Sponsorship Rights where such failure occurs directly or indirectly as a result of your failure or delay in complying with any of our reasonable instructions or directions

3.1 You undertake to support the Event through appropriate marketing and promotional channels and to collaborate with us on any appropriate joint marketing or promotional projects relating to the Event.

3.2 You undertake to exercise the Sponsorship Rights in accordance with the terms of this Agreement.

3.3 You shall, within seven days of signature of this Agreement by both parties, supply us with examples of the Sponsor Marks in a suitable format.

3.4 You shall, prior to distributing any promotional materials referencing the Event and/or using the Event Marks (the “Sponsor Materials”) provide copies of the Sponsor Materials to us for our approval (not to be unreasonably withheld). You undertake that you shall not distribute any Sponsor Materials until you have received written confirmation from us that we approve the Sponsor Materials. You are solely responsible for meeting all costs relating to the Sponsor Materials, (including reprinting costs if our approval is not obtained prior to printing).

3.5 You undertake that any Sponsor Materials will:

3.5.1 comply, without limitation, with all relevant laws and regulations in force that relate to the promotion of the Event;

3.5.2 comply with any instructions or directions issued by or on behalf of us;

3.5.3 not contravene any applicable law, infringe the rights of any third party or contain any inaccuracies of fact;

3.5.4 include any legal or good practice notices as required by us from time to time.

4.1 In addition to the licence granted at clause 2.1, we shall provide the Sponsorship Rights and organize the Event using reasonable skill and care and will consult with the Sponsor Representative (as set out on the Sponsorship Form) on aspects of the Event where we deem it appropriate to do so.

4.2 The Sponsorship Rights are personal to you and we are not obliged to provide the Sponsorship Rights (or any part of them) to any other entity or person.

5.1. In consideration of us providing the Sponsorship Rights, you shall pay to us the Sponsorship Fee (as set out on the Sponsorship Form) in accordance with the Payment Period (as set out on the Sponsorship Form).

5.2 If the Sponsorship Fee is not received by us when due, we reserve the right not to supply, or cease to supply, any or all of the  Sponsorship Rights.

6.1 This Agreement shall take effect on the date that the lastparty signs the Sponsorship Form and shall continue until the completion of the Event (the “Term”), unless terminated early in accordance with its terms.

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

6.2.1 has committed a material breach of any of its obligations under this Agree ment (including failure to pay any amounts due due under this Agreement ) and has n o remedied any such breach (if capable of remedy) within fourteen (14) days of being required to do so by written notice.

6.3 Termination of this Agreement by either party for any reason shall be without prejudice to any rights or obligations that may have accrued as at the date of such termination.

6.4 Upon termination of this Agreement by us in accordance with this clause 6, all outstanding sums owing to us at the date of termination shall become due and payable without deduction or set-off. Where termination occurs before you have received all the Sponsorship Rights, we shall charge you such proportion of the Sponsorship Fee (calculated in good faith) as is reasonable to reflect the value of the Sponsorship Rights received by you prior to the date of termination.

6.5 Upon expiry or termination of this Agreement, the parties agree that:

6.5.1 our obligations to provide any further Sponsorship Rights shall cease;

6.5.2 any licences granted pursuant to this Agreement shall immediately cease.

7.1 Each party shall treat in confidence all information obtained from the other pursuant to this Agreement that is confidential Lorem ipsum in nature (which shall include details of the Sponsorship Fee) and shall use such confidential information solely for the purpose of exercising its rights or performing its obligations under this Agreement.

7.2 Each party shall only disclose such confidential information:

1. to those of its employees who may reasonably need to know the same to the extent required for the proper performance of this Agreement; and
2. to the extent that such confidential information is required to be disclosed by law.

8.1 This Agreement contains the entire agreement and understanding between the parties and supersedes all prior agreements,  understandings, or arrangements (both oral and written) relating to the subject matter of this Agreement.

8.2 You acknowledge that you have not relied on, and shall have no remedy in respect of, any statement, representation, warranty, understanding, promise or assurance (whether negligently or innocently made) of any person other than as expressly set out in this Agreement.

8.3 This Agreement shall not create, nor shall it be construed as creating, any partnership or agency relationship between the parties.