TERMS AND CONDITIONS

1. Key Obligations of Informa Professional Conferences

In consideration of payment of the sponsorship fee, Informa Professional Conferences represents, warrants and undertakes:

1. to deliver or procure the delivery of the sponsorship rights to the sponsor;
2. it has full right and title and authority to enter into this agreement and to accept and perform the obligations imposed on it under this agreement;
3. to organise and administer the event in a professional manner;
4. to ensure that none of its employees make any defamatory or derogatory statements or take part in any activities which are or might be derogatory to or are or might otherwise be detrimental to the reputation, image or goodwill of the sponsor;
5. to keep the sponsor informed as promptly as reasonably practicable with respect to material developments or changes to the event which may affect the sponsorship rights.

2. Key Obligations of the Sponsor

The Sponsor represents, warrants and undertakes:

1. to pay the sponsorship fee in the amounts and on the dates specified in this agreement;
2. to be responsible for the costs relating to the manufacture, delivery and storage of materials associated with the provision of the sponsorship rights;
3. it has, and will continue to have throughout the term, full right and title to enter into this agreement and to accept and perform the obligations imposed on it under this agreement;
4. it shall not to use or exploit any rights of any nature connected with the event other than as set out in this agreement;
5. it shall not without the prior written approval of Informa Professional Conferences engage in any joint promotional activity in connection with the event nor exercise the sponsorship rights in such a manner that confusion may arise in the minds of the public as to the identity of the person to whom Informa Professional Conferences has granted the sponsorship rights;
6. it shall not do anything or permit anything to be done which might adversely affect the rights of Informa Professional Conferences or any commercial rights;
7. it shall promptly observe and comply with all reasonable instructions, directions or regulations issued by or on behalf of Informa Professional Conferences in relation to the event;
8. it shall ensure that neither it nor any of its employees or other members of staff makes any defamatory or derogatory statements or take part in any activities or use the sponsorship rights in any manner which is or might be derogatory to or is or might otherwise be detrimental to the reputation, image or goodwill of Informa Professional Conferences or the event;
9. it owns the sponsor marks and such marks do not infringe the intellectual property rights of any third party;
10. the sponsor hereby grants to Informa Professional Conferences a non-exclusive, royalty free licence for the duration of the term of this agreement to use the sponsor marks for promotional use, provided that such use is restricted to use in connection with the sponsor’s involvement with the event;
11. the sponsor agrees and contents to Informa Professional Conferences use and reproduction of the sponsor marks in connection with promotional activity for the event.
12. the sponsor agrees that any parallel events, gatherings or literature which refer to the event or can be perceived to have any link to the event can only be arranged with the written consent of Informa Professional Conferences. The agreement covers the dates of the event and a duration of one week either side of these dates.

3. Termination

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

1. the other party has committed a material breach of any obligation under the agreement which breach is incapable of remedy or cannot be remedied in time for the event;
2. the other party has committed a material breach of any of its obligations under this agreement and has not remedied such breach (if the same is capable of remedy) within fourteen days of being required by written notice to do so;
3. the other party goes into liquidation whether compulsory or voluntary or is declared insolvent or if an administrator or receiver is appointed over the whole or any part of that party’s assets or if that other party enters into any arrangement for the benefit of or compounds with its creditors generally or ceases to carry on business or threatens to do any of these things.

Informa Professional Conferences shall have the right to terminate this agreement by providing 3 months notice in writing to the sponsor in the event that it no longer wishes to stage the event. Upon termination of the agreement pursuant to this situation, Informa Professional Conferences shall, where possible, offer an alternative event and/or package of equal value for the sponsorship to be transferred against. If no suitable alternative option is available, on receipt of written request from the sponsor Informa Professional Conferences shall repay the sponsor such proportion of the sponsorship fee that has been paid, and no further instalments (if any) shall be payable by the sponsor.

4. Consequences of termination

The expiry of termination of this agreement shall be without prejudice to any right which have already accrued to either of the parties under this agreement.

Upon expiry or termination of this agreement:

1. the sponsor’s right to exercise the sponsorship rights shall forthwith terminate and all sponsorship rights shall forthwith revert to Informa Professional Conferences;
2. the sponsor shall not use or exploit its previous connection with Informa Professional Conferences or the event, whether directly or indirectly;
3. each of Informa Professional Conferences and the sponsor will promptly return to the other all of the property of the other within its possession.

5. Force Majeure

Neither party to this agreement shall be deemed to be in breach of this agreement or otherwise liable to the other as a result of any delay or failure in the performance of its obligations under this agreement if and to the extent that such delay or failure is caused by an event of force majeure.

A party whose performance of its obligations under this agreement is delayed or prevented by an event of force majeure;

1. shall immediately notify the other party of the nature, extent, effect and likely duration of the circumstances constituting the event of force majeure;
2. shall use all reasonable endeavours to minimise the effect of the event of force majeure on the performance of its obligations under this agreement;

6. Liability

Under no circumstances shall either party be liable for any actual or alleged direct loss or consequential loss howsoever arising suffered by the other, including, but not limited to, loss of profits, anticipated profits, business or opportunity or loss of publicity or loss of reputation or opportunity to enhance reputation or any other sort of economic loss.

The sponsor undertakes and agrees that it will indemnify and hold Informa Professional Conferences harmless from and against all costs and expenses (including without limitation reasonable legal costs), actions, proceedings, claims, demands and damage arising from a breach of the sponsors representations, warranties or undertakings contained herein or arising from the acts or omissions of the sponsor or its respective officers, employees or agents.

Informa Professional Conferences shall maintain at its own expense comprehensive public liability insurance.

7. Assignment

Neither party may assign any of its rights or obligations under the agreement without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.

8. Confidentiality

Neither party shall without the prior written consent of the other (save as required by law) disclose to any third party any information concerning the terms or subject matter contained within this agreement.

9. General

This agreement shall constitute the entire agreement between the parties with respect to the subject matter hereof, and shall supersede any and all prior agreements, representations or understanding between the parties, whether written or oral.

This agreement may only be modified or any provision waived if such modification or waiver is in writing and signed by a duly authorised representative of each party.

This agreement shall be governed by and construed in accordance with English law and the parties hereby submit to the non-exclusive jurisdictions of the English courts.

Nothing in this agreement shall be deemed to constitute a joint venture, partnership or relationship of agency or employment between the parties.