This Sponsorship Agreement (known hereafter as the “Agreement”) is executed on this day………….. between (………………….., known hereafter as the “Sponsor” and PROBEG (PROJECT BOARD OF EXECUTIVE GOVERNOR) OF SURIN HERITAGE LIMITED PARTNERSHIP, known hereafter as the “Sponsee”.
A. Surin Heritage Limited Partnership (The HeritageLP) is a for-profit incorporated and registered in the Kingdom of Thailand, the charity which organizes and operates the Event and has the right and authority to provide sponsorship, advertising and promotional benefits to third parties in connection with the Event;
B. the Sponsor desires to become a sponsor of the Event for the Term; and
C. the Parties wish to set out the terms and conditions under which the Sponsee will provide sponsorship, advertising and promotional benefits to the Sponsor,
NOW THEREFORE, in consideration of the covenants and agreements contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
1.1. In this Agreement (including the recitals) the following terms shall have the following meanings:
(a) "Cancellation Date" has the meaning given to such term in Section 8.2;
(b) "Event" means THE HERITAGE’S CSR LEADERSHIP INITIATIVE, THE 9TH ANNUAL FUNDRAISING FOR INDIGENOUS CULTURAL HERITAGE PROGRAM to be held on 10-17 April 2021 (See Tentative Event Planning on last page below), in Nakhon Pathom Golf Club and Resorts, located in Nakhon Pathom province, Thailand, and the ancillary events and celebrations in connection therewith;
(c) "Event Marks" means the trademarks (whether registered or unregistered), logos, slogans and designs of Sponsee’s set out in "Sponsorship Policy", as changed, modified or replaced by Sponsee from time to time;
(d) "Parties" means, collectively, Sponsee and the Sponsor and "Party" means either one of them, as the case may be;
(e) "Sponsor Contributions" means the amounts and/or in-kind items set out in "Sponsorship Policy";
(f) "Sponsor Marks" means the trademarks (whether registered or unregistered), logos, slogans and designs of the Sponsor set out in "Sponsorship Policy", as the same may be changed, modified or replaced by the Sponsor from time to time; and
(g) "Term" has the meaning given to such term in Section 8.
2. Grant of Sponsorship and Rights
2.1. The Sponsee hereby grants sponsor status in respect of the Event to the Sponsor and all of the privileges and benefits described in "Sponsorship Policy" for the Term, subject to the terms and conditions of this Agreement.
2.2. The Sponsee hereby grants the Sponsor a non-exclusive, non-assignable, non-transferable, non-sublicensable and royalty-free license to use the Event Marks in connection with the promotion, advertising and marketing of the Sponsor to indicate a sponsorship relationship or association with the Event during the Term. The Sponsor hereby grants The Sponsee a non-exclusive, non-assignable, non-transferable, non-sublicensable and royalty-free license to the use the Sponsor Marks in connection with the promotion, advertising and marketing of the Event during the Term.
2.3. Promptly after the execution and delivery of this Agreement: (a) The Sponsee shall deliver to the Sponsor electronic copies of the Event Marks; and (b) the Sponsor shall deliver to The Sponsee electronic copies of the Sponsor Marks.
2.4. In the event that The Sponsee is unable to provide any specific privilege or benefit as set out in section 6, and “Sponsorship Policy” then the Sponsee will use commercially reasonable efforts to replace the privilege or benefit with such other privilege or benefit of comparable value as The Sponsee and the Sponsor, acting reasonably and in good faith, shall deem appropriate. If the Sponsor, acting reasonably and in good faith, is not satisfied with the replacement privilege or benefit proposed by The Sponsee the Parties shall in good faith negotiate an equitable adjustment to the amount of the Sponsor Contributions.
3. Non-Exclusive Rights
3.1. Notwithstanding any other provision contained in this Agreement, the Sponsor hereby acknowledges and agrees that: (a) the rights and benefits granted to the Sponsor by the Society pursuant to this Agreement are provided on a non-exclusive basis; (b) the Event will be conducted in part on public property or shared facilities over which the Sponsee has no control and which may be utilized by or contain advertisements by direct competitors of the Sponsor; and (c) Event participants may wear advertisements on their clothing over which the Sponsee has no control. The Sponsee shall have no obligations or liability to the Sponsor in relation to any signage, advertising or other marketing materials in any area, or worn by any person, over which the Sponsee does not have exclusive control.
4. Representations, Warranties and Covenants
4.1. Each Party represents, warrants and covenants to the other Party that: (a) it is duly incorporated, organization or formed and validly existing; (b) the execution, delivery and performance of this Agreement have been or will be duly authorized by such Party and once executed this Agreement will constitute a legal, valid and binding obligation of such Party enforceable in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting the rights of creditors generally and the application of equitable principles; and (c) the execution, delivery and performance by such Party of this Agreement do not and will not result in a breach or violation of any law, regulation, order or ruling applicable to such Party, and do not and will not constitute a breach of or default under any agreement, contract, undertaking or covenant to which it is a party or by which it is bound.
4.2. The Sponsee represents, warrants and covenants to the Sponsor that the Sponsee is, and shall take commercially reasonable efforts to continue to be, the exclusive legal owner of the Event Marks and, to the best of its knowledge, no third party has any rights in the Event Marks that prohibit the license to use such Event Marks being granted to the Sponsor pursuant to this Agreement.
4.3. The Sponsor represents, warrants and covenants to the Sponsee that the Sponsor is, and shall take commercially reasonable efforts to continue to be, the exclusive legal owner of the Sponsor Marks and, to the best of its knowledge, no third party has any rights in the Sponsor Marks that prohibit the license to use such Sponsor Marks being granted to the Sponsee pursuant to this Agreement.
5. Sponsee Obligations
The Sponsee will give the Sponsor contribution for the following benefits: Sponsor Privilege and Benefits With respect to each Event during the Term, the Sponsee shall provide the following privileges and benefits to the Sponsor:
*See more detail on Sponsorship Policy:
6. Sponsor Obligations
6.1. In consideration of the rights, privileges, entitlements and benefits granted to the Sponsor pursuant to this Agreement, the Sponsor will pay, transfer and confer to the Sponsee, the Sponsorship Contributions set forth in "Sponsorship Policy", and any transfer or sales taxes or similar taxes or charges payable in connection therewith.
6.2. The Sponsor agrees to pay the amount of (Sponsorship Fee) made payable to (Sponsee) and due on (Payment due date).
7. Protection of Event Marks and Sponsor Marks
7.1. Subject to the terms and conditions of this Agreement, the Sponsor grants the Sponsee the right to use the Sponsor’s trade name, logo designs, trademarks, and company descriptions as provided in the Sponsor marketing materials. These assets may be used in any medium of advertising, promotional products, or marketing materials distributed solely in the connection with (Event Name). Sponsee agrees to use material according to the Sponsor’s trademark usage guidelines.
7.2. Sponsee Marks: The Event Marks are and shall remain the exclusive property of the Sponsee, and all use of the Event Marks by the Sponsor shall be in strict compliance with this Agreement and any written guidelines - delivered by the Sponsee to the Sponsor.
7.3. Sponsor Marks: The Sponsor Marks are and shall remain the exclusive property of the Sponsor, and all use of the Sponsor Marks by the Sponsee shall be in strict compliance with this Agreement and any written guidelines delivered by the Sponsor to the Sponsee. Upon termination of this Agreement for any reason, the Sponsee shall immediately cease using the Sponsor Marks and the Sponsor shall immediately cease using the Event Marks.
7.4. Materials: The Sponsor agrees to offer the following material for marketing and promotional purposes. List of all materials the Sponsor must provide:
8. Term and Cancellation of the Event
8.1. Term and Condition
8.1.1. Term: The term of this Agreement shall commence on the date of execution of this Agreement and will remain in force until APRIL 16, 2022, unless terminated earlier in accordance with its terms (the "Term").
8.1.2. Sponsee’s Right to Terminate: The Sponsee may terminate this Agreement at any time for any reason. In the event that the Sponsee terminates this Agreement for any reason other than Sponsor’s breach of Agreement, the Sponsee shall refund any fees received from the Sponsor and return any materials, equipment, hardware, or software loaned by the Sponsor for the event, at the Sponsor’s expenses.
8.1.3. Sponsor’s Right to Terminate: The Sponsor may terminate this Agreement for breach of Agreement by the Sponsee after giving Sponsee at least fifteen (15) days prior written notice specifying the nature of the breach and giving the Sponsee at least fifteen (15) days to resolve such breach. If breach occurs less than fifteen (15) days before the event, Sponsor may terminate this Agreement, if breach is not solved by the day of the event.
8.1.4. Material Breach of Agreement: A Party may terminate this Agreement immediately upon written notice to the other Party in the event that the other Party: (a) is in material breach of any provisions of this Agreement, which shall include a breach by a Party of any its representations, warranties and covenants in Section 6.1-6.2. or any provisions of Section 8.1.-8.4.; (b) engages in conduct which reflects unfavorably upon the goodwill, reputation or image of the other Party or the Event; or (c) ceases to carry on business as a going concern, is unable to pay its debts as they fall due, makes a voluntary assignment or is petitioned into bankruptcy, or a receiver or receiver/manager is appointed with respect to any or all of the assets or undertakings of such Party.
8.1.5. Disagreement: In the case of a disagreement at any point, the parties will refer the matter to an independent arbitrator appointed by the mutual agreement.
8.2. Cancellation of the Event
8.2.1. Cancellation Date: In the event that the Event is cancelled for any reason, the Parties shall not be obliged to further perform their respective obligations under this Agreement and the rights and obligations - contemplated under this Agreement shall terminate with effect from the date on which Sponsee officially announces that the Event will not be held during the Term (the "Cancellation Date"). Upon the termination of this Agreement due to the cancellation of the Event, the Sponsor's sole remedy and recourse shall be to a refund of any cash payment paid and/or in-kind items or benefits provided by the Sponsor up to the Cancellation Date. Notwithstanding the foregoing, The Sponsee shall have no obligation to return to the Sponsor, or provide any reimbursement to the Sponsor in respect of, any in-kind items or benefits provided by the Sponsor prior to Cancellation Date, which have been transferred or allocated by Sponsee to, or used by, a third party prior to the Cancellation Date.
9. Indemnification and Limitation of Liability
9.1. The Sponsee shall indemnify and hold harmless the Sponsor and its affiliates and their respective directors, officers, employees, contractors and agents from and against any and all claims, damages, proceedings, costs and expenses resulting from or in connection with: (a) any breach of any representations, warranties, covenants or agreements of Sponsee in this Agreement; (b) any advertising by the Sponsee that includes the Sponsor Marks which is false, misleading or deceptive; or (c) any claim that the license or use of the Event Marks by the Sponsor in accordance with this Agreement infringes the intellectual property rights of a third party.
9.2. The Sponsor shall indemnify and hold harmless Sponsee and its affiliates and their respective directors, officers, employees, contractors and agents from and against any and all claims, damages, proceedings, costs and expenses resulting from or in connection with: (a) any breach of any representations, warranties, covenants or agreements of the Sponsor in this Agreement; (b) any advertising by the Sponsor that includes the Event Marks which is false, misleading or deceptive; or (c) any claim that the license or use of the Sponsor Marks by Sponsee in accordance with this Agreement infringes the intellectual property rights of a third party.
9.3. Notwithstanding any other provision of this Agreement: (a) no Party shall have any liability for, and each Party hereby waives and disclaims, any and all claims and causes of action, or warranty for any indirect, incidental, punitive, special, consequential or exemplary damages arising out of or in connection with this Agreement; and (b) the Sponsee's aggregate liability under or in connection with this Agreement shall in no event exceed the fair market value of the Sponsor Contributions.
10. Force Majeure
10.1. Neither Party shall be responsible for any failure to comply with any of the terms of this Agreement where such failure is directly or indirectly caused by or results from events of force majeure beyond the reasonable control of the Party. These events shall include, but not be limited to, fire, flood, earthquake, accident, civil disturbances, war, rationing, embargoes, strikes or labor problems, delays in transportation, acts of God or acts of government. A Party shall immediately advise the other of any actual or anticipated delay in the performance of its obligations under this Agreement as a result of a force majeure event and shall provide particulars on the cause and expected duration of the delay.
11.1. This Agreement will supersede any or all prior oral or written forms of understanding between the Sponsor and Sponsee. This Agreement may not be amended or modified except when one or both parties execute amendments in writing and amendments are signed by both parties.
11.2. This Agreement shall be governed by and executed in accordance with the laws of Kingdom of Thailand’s applicable to agreements made and to be performed entirely within this state.
11.3. The terms and conditions of this Agreement shall not be divulged to any third party without prior written approval from both parties.
11.1. Nothing in this Agreement shall be deemed to create a partnership, joint venture, or principal-agent relationship between the Parties. This Agreement shall not permit either Party to make statements, representations or commitments of any kind on behalf of the other Party unless specifically set out in this Agreement or otherwise as authorized in writing by that Party in advance.
11.2. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes and replaces any and all prior agreements, undertakings, representations or negotiations pertaining to the subject matter hereof. The Parties agree that they have not relied upon any verbal statements, representations, warranties or undertakings in order to enter into this Agreement.
11.3. This Agreement shall be governed by and construed in accordance with the laws of the Province of Nakhon Pathom and the federal laws of the Kingdom of Thailand applicable therein, without regard to conflicts of law principals.
11.4. The provisions of Sections 7, 8, 9, 10 and 11 shall survive termination of this Agreement for any reason.
11.5. The invalidity, illegality or unenforceability of any provision of this Agreement will not affect the validity, legality or enforceability of any other provision hereof.
11.6. Time shall be of the essence in this Agreement in all respects.
11.7. This Agreement may be executed and delivered in counterparts (by original, PDF or other electronic means), each of which when so executed shall be deemed to be an original and such counterpart, taken together, shall constitute one and the same agreement.
11.8. This Agreement will ensure to the benefit of the Parties and their respective successors and permitted assigns. Neither Party may assign any of its rights or obligations under this Agreement without the prior written consent of the other Party.
11.9. No amendment, modification or waiver of this Agreement will be effective unless specifically made in writing and duly signed by the Party to be bound thereby. Unless otherwise provided therein, such waiver shall not limit or affect the rights of such Party with respect to any other breach.
11.10. Each Party shall promptly do, execute and deliver or cause to be done, executed and delivered all further acts, documents and things in connection with this Agreement any other party hereto may reasonably require for the purpose of giving effect to this Agreement.
In witness whereof, the Sponsee and Sponsor hereby agree to enter into this Agreement on the day and year first written above by affixing their respective signatures below.
Sponsor Signature Sponsee Singature
Sponsor Title Sponsee Title
Notice: Tentative Event Planning, subject to change by our Event Committee.
Preview Event: January 1 to February 28, 2021
Pre-Event: March 1-31, 2021
Transition Event: April 1-9, 2021
Main Event: April 10-17, 2021 (Opening Day April 10, Closing Day April 17)
Post Event: April 30-May 1, 2021