EXCLUSIVE SPONSOR AGREEMENT - Download as DOC by yu2132

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									                   EXCLUSIVE SPONSOR AGREEMENT


WHEREAS:

B.     The Sponsor wishes to be the sole official beverage sponsor of the “major
       international multisport event” (the “Event”) for the term of this Agreement.

       NOW THEREFORE the parties agree as follows:

1.0    DEFINITIONS

1.1    Definitions – Unless the context otherwise requires, in this Agreement:

“ambush marketing” includes passing off, as defined by section 7 of the Trade-Marks
Act, R.S.C. 1985, c. T-13 and any action, including marketing, which is likely to convey
to the public a false impression that the Organizer approved, authorized, endorsed or was
in some manner associated with the wares or services of a third party.

“third party” means any party who is not a party to this agreement.

“sole official beverage sponsor” means Company A

“sole official beverage” means IP Cola.


3.0    GRANT OF RIGHTS

4.1    Grant – Subject to the provisions of this Agreement, the Organizer shall grant to
the Sponsor:

       (a)     the exclusive licence and consent to use the Marks in the Territory on the
               Products, on all Product Ancillary Materials, in all advertising and in
               association with all promotional materials in association with beverages;

       (b)     the non-exclusive licence and consent to use the Marks in the Territory on
               the Sponsor’s stationery and publications and in its advertising and
               promotions without reference to the Products; and

       (c)     the non-exclusive licence and consent to use the Marks in the Territory for
               Premium promotions, subject to the Organizer’s prior approval of the
               promotion

       (d)     the exclusive license to protect, by way of proceedings, its rights to use the
               Marks in the Territory on the Products, on all Product Ancillary Materials,
               in all advertising and in association with all promotional materials in
               association with beverages, in the event that the Organizer does not take
               such necessary steps to protect the Sponsor’s rights to such exclusive use.

The foregoing uses of the Marks shall indicate the relationship of the Sponsor to the
Event and shall be accompanied by the words “Sole Official Beverage Sponsor of the
Event”.


5.0    USEOF MARKS

5.1    Use of Marks – The Sponsor:

       (a)     shall use the Marks solely in accordance with the provisions of this
               Agreement and the approvals granted by the Organizer pursuant to it;

       (b)     shall faithfully and accurately reproduce the Marks in accordance with the
               graphic standards established by the Organizer from time to time;

       (c)     shall not use any unapproved forms of the Marks, adopt a confusingly
               similar mark or use the Marks as part of a trade, business or corporate
               name or style;

       (d)     shall not fragment or merge any Marks with any trade-name or other
               marks or reproduce any Mark in a three dimensional model form;

       (e)     shall not use the Marks in any way which might jeopardize or dilute the
               Organizer’s proprietary interest in or the validity of the Marks; and

       (f)     shall have no right, title or interest in the Marks except to use the Marks in
               the manner set out in the Agreement, and to protect, by way of
               proceedings, the Sponsor’s exclusive rights as the sole official beverage
               sponsor in accordance with Article 8.0.

Without limiting the generality of the foregoing, this Section shall apply to the Sponsor’s
use of the Marks on Premiums.

7.0    ORGANIZER USE OF SPONSOR MARKS

7.2     Identification with Third Parties – The Organizer shall not permit any trade
mark, trade name, emblem, logo or other marks denoting or identifying any third party or
any third party’s products or services to appear or otherwise form a part of any
promotional or advertising materials which display the Marks, if the use of the trade
mark, trade name, emblem, logo or other marks denoting or identifying any third party or
any third party’s products or services would constitute ambush marketing as defined in
Article 1.0. And, the Organizer shall protect, by way of proceedings, the Sponsor’s rights
to use the trade mark, trade name, emblem, logo or other marks in association with
beverages.

8.0    ORGANIZER MAY BE REQUIRED TO TAKE PROCEEDINGS

The Sponsor may call on the Organizer to take proceedings for ambush marketing
thereof, and, if the owner refuses or neglects to do so within two months after being so
called on, the licensee may institute proceedings for ambush marketing in the Sponsor’s
own name as if the Sponsor were the owner of the Organizer’s trademark, tradename,
emblem, logo or other marks associated with the Event.

								
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