Sponsorship Agreement by Gupta

SPONSORSHIP AGREEMENT by Gupta

SPONSORSHIP AGREEMENT?FORMS
endorsement. It is important to clarify this as a project could be
compromised or trivialised if it is seen as purely pandering to
commercial interests.  If necessary, annex a diagram indicating
where such banners, naming rights etc. can be positioned.
7. copyright ? a sponsor may request that it be able to use your work
to promote directly or indirectly its product or service. If approval
is given then you will need to set out whether the authority to
reproduce an artwork is exclusive or non-exclusive, its term, its
territory and the type of use allowed. Consideration should  also
be given to moral rights issues such as receiving an appropriate
credit and ensuring that the work is not altered or treated so as
to trivialise your reputation. Musicians and writers, in particular,
should carefully check the terms of any publishing contracts and
other agreements with third parties as there may be a restriction
on granting these rights.
8. termination ? there should be a termination clause that provides
for termination by written notice in the event that either party fails
to perform its obligations in accordance with the terms of the
contract.  This may be for failure of the sponsor to pay an instalment
or where the event is cancelled or significantly varied.
9. disputes ? agreement should contain necessary provision for
resolution of any possible disputes arising thereform.
FORMS FORMS FORMS FORMS FORMS
1 1 1 1 1
Artist Sponsorship Recording Agreement Artist Sponsorship Recording Agreement Artist Sponsorship Recording Agreement Artist Sponsorship Recording Agreement Artist Sponsorship Recording Agreement
This agreement (?Agreement?) is between………………….. (?Artist?) of
[Address] OF THE ONE PART and M/s……………………………… (?Company?)
having its registered address at [Address] OF THE OTHER PART, and is being
entered into in consideration of the following mutual covenants and
benefits:
1. Services.?(a) Company hereby engages Artist to render Artist?s
exclusive recording services for the benefit of Company and Company?s
designee?s or licensees including, but not limited to a distributor (?Distribu-
tor?) which pursuant to an agreement(s) with Company (?Distribution
Agreement?),  is granted, among other rights, the right to distribute audio
and audiovisual Records (as hereinafter defined) embodying master
recordings featuring Artist?s performances (?Masters?). In connection there-
with, Company and its representatives shall be exclusively entitled to
present Artist to record and/or distribution companies during the Term830 CONVEYANCING, DRAFTING & DEEDS [Ch. 72
hereof (as hereinafter defined) and to negotiate with any such companies
for purposes of obtaining a Distribution Agreement. Artist agrees to fully
cooperate with Company to the best of Artist?s ability in securing a
Distribution Agreement (including without limitation, to perform  ?live? at
Company?s expense for showcase purposes as Company may reasonably
request) and in performing and satisfying all obligations required thereun-
der.
(b) Company agrees to consult with Artist with respect to the terms of
each prospective Distribution Agreement, and all decisions with respect to
such terms or otherwise with respect to such Distribution Agreement shall
be mutually determined by Company; provided, however, that in event of
conflict, Company?s decision shall control.
2.  Term.?(a)  The term of this Agreement shall commence on the date
hereof and shall continue until nine (9) months following delivery by Artist
to Company (or Distributor, whichever is applicable) or at such other time
as Artist and Company shall mutually agree.
(b) Notwithstanding the foregoing, Artist hereby grants to Company six
(6) separate and consecutive options to extend the term of this Agreement
under the same terms and conditions for additional periods (each an
?Option Period?) commencing upon the expiration of the Initial Period or the
immediately, preceding Option Period, if any, and expiring nine (9) months
after Artists delivery to Company of the requisite LP for the respective
Option Period. Each such Option Period shall be deemed automatically
exercised by Company, subject to Paragraph 2 (d) below, unless Company
sends Artist written notice to the contrary no later than thirty (30) days prior
to the end of the then current Option Period, if any or the date the Distributor
is required to exercise its option to extend the term of the Distribution
Agreement. If Company does not send such written notice, then each
Option Period shall be deemed to commence automatically or upon the
exercise of the applicable option by a Distributor, if any, The Initial Period
and any applicable Option Period shall be collectively referred to as the
?Term?.
(c) Notwithstanding anything to the contrary herein contained, the Term
of this Agreement shall be co-terminus and co-extensive with the term of
an applicable Distribution Agreement, if any.
(d) In no event shall the Term of this Agreement exceed the maximum
time allowable by law; provided, however, that if any provision of this
Agreement is determined invalid or unenforceable by a court or then-legally
constituted body with jurisdiction to make such determination, then the
remainder hereof shall remain in full force and effect.
(e) Notwithstanding anything to the contrary contained in this Agree-
ment, in the event that Company terminates the Distribution Agreement or
in the event that the term of any Distribution Agreement expires or isCh. 72] SPONSORSHIP AGREEMENT?FORMS 831
terminated during the Term, then Company?s rights hereunder with respect
to Artist remain applicable.
3. Recording Commitment.?(a)  Throughout the  Term, and at
Company?s request, Artist shall perform for the recording of Compositions
(as hereinafter defined) selected by Artist and as approved Company, and
Company shall be responsible for paying any and all Recording Costs (as
hereinafter defined) in connection therewith, provided, however, that any
actual out-of-pocket costs expended by Company with respect thereto shall
be deemed to be Recording Costs and shall  be deducted  ?off the top? before
any  ?net royalties? (defined below) are allocated in the percentages set forth
in Paragraph 6 below, with the exception of mechanical royalties, which
shall be payable form the first record sold. Without limiting the generality
of the foregoing, Artist shall not earn any monies (except for mechanical
royalties) in respect of any exploitation of any LP or Masters for which
Company is not entitled to be credited with or does not earn, a royalty.
Conversely, Artist will be entitled to royalties for all forms of exploitation of
any LP or Masters for which Company is entitled to a royalty based upon
the recording services of Artist.
(b) If a Distribution Agreement is entered into by Company, and the
delivery requirements with respect to Masters are different than the delivery
requirements of Masters hereunder, then, during the Term, Artist agrees
to record the number of Masters, which the Distributor requires under the
recording commitment of the Distribution Agreement. The Masters shall be
delivered to Company no less than thirty (30) days prior to the applicable
date Company is required to deliver the requisite Masters to the Distributor
pursuant to the Distribution Agreement.
(c) If a Distribution Agreement is entered into and said Distributor
provides Company with a recording fund in connection with the recording
of Masters, then Company shall cause the Distributor to pay all Recording
Costs pursuant to the terms of the Distribution Agreement.
4. Recording Procedure.?A Master shall not be deemed delivered
hereunder unless and until it is technically and commercially satisfactory
to Company and, if applicable to the Distributor under the terms of the
Distribution Agreement. The Compositions embodied in the Masters, the
individual producers of the Masters, the selection of the Masters for delivery
to the Distributor, the selection and/or engagement of any and all accom-
panying musicians and signers performing on the Masters, and all other
decisions with respect to the recording of the Masters shall be mutually
agreed upon by Company and Artist; provided, however, that in the event
of a disagreement between Artist and Company, Artist?s decision shall
control in each instance.
5. Grant of Rights.?(a) Company shall  be exclusively entitled to and
shall own all right, title, and  interest throughout the universe in and to the832 CONVEYANCING, DRAFTING & DEEDS [Ch. 72
results and proceeds of Artist?s services hereunder including, but not limited
to, any and all Recordings (as hereinafter defined), all Masters, and any
audiovisual recordings embodying any Master (which, for the purposes
hereof, shall be deemed to include all of the tapes, derivatives, and
reproductions thereof) (collectively, ?Materials?) whether or not completed,
and any and all sound recording copyrights therein and thereto, including
all renewals and extensions thereof.  The Materials shall be entirely and
exclusively Company?s property, free of any claims whatsoever by Artist or
any other person, firms, or corporation Company shall, accordingly, have
the sole and exclusively right to copyright the Materials in Company?s name
as the owner and author thereof, and to secure any and all renewals and
extensions of such copyrights (it being understood that for such purposes
Artist and all other persons rendering services in connection with the
Materials shall be deemed to be Company?s employees for hire and the
Materials shall be considered a  ?work made for hire? pursuant to the
copyright laws of the United States). Company and Company?s designees,
successors, licensees, and assignees (including but not limited to, any
Distributor) shall have the exclusive rights, in perpetuity, to manufacture,
sell, reproduce, adapt, distribute, transmit, broadcast, cable cast and/or
otherwise exploit the Materials, throughout the universe, in any manner, in
any form, in any and all languages, in whole or in part, in any and all media,
and by any method now known or hereafter discovered or conceived as
Company may approve, and Company may accordingly permit any other
person, firm, or corporation to do any or all of the foregoing or may refrain
from doing any and all of the foregoing. If, for any reason, it is determined
that any portion of the Materials are not considered a work made for hire,
then Artist shall be deemed to have hereby irrevocably assigned and
otherwise transferred to Company an irrevocable royalty-free licence for all
right, title  and interest in and to such Materials and any part thereof
including, without limitation, all rights of every kind and nature (including
all copyrights therein and thereto) throughout the universe, for the life of
copyright (including all extensions and renewals thereof). Artist hereby
irrevocably and unconditionally waives any and all ownership rights of
authors (and similar or analogous rights throughout the world) that Artist
may have in the Materials and/or Compositions embodied in the Materials,
and Artist hereby agrees not to make any claim against Company or any
party authorised by Company to exploit the Materials based on such
ownership or like rights Artist shall upon Company?s  request and at
Company?s expense, execute and deliver to Company any assignments of
copyright (including renewals and extensions thereof) in and to the
Materials as Company may deem necessary to effectuate the terms of this
Agreement, and Artist hereby irrevocably appoints Company as Artist?s
attorney-in-fact for the purpose of executing such assignments in Artist?s
name.Ch. 72] SPONSORSHIP AGREEMENT?FORMS 833
(b) Company and its designees and licensees shall have the right
throughout the universe in perpetuity  to use and to permit others to use
Artist?s name (including any group name used by Artist, the names of
individuals comprising Artists, and any and all professional names used by
Artist), photographs and other likenesses of Artist, and biographical
material concerning Artist in connection with the exploitation of any or all
of the Materials and for trade or otherwise in connection with this Agreement
and/or the Distribution Agreement, if any. Artist shall be deemed to have
approved any such likenesses, biographical material and/or other identi-
fication if Artist fails to submit to Company specific objections thereto within
ten (10) business days after Company and/or Distributor, whichever
applicable, has notified Artist of their availability for Artist?s inspection.
(c) Company shall be entitled to assign any or all of its rights and
delegate any or all of its obligations pursuant to this Agreement to a
Distributor pursuant to a Distribution Agreement or to any subsidiary,
parent, or affiliated entity or any entity acquiring all or substantially all of
Company?s stock or assets. Artists shall be entitled to assign this Agree-
ment only to a wholly-owned ?loan-out? company.
6.  Royalties.?(a) Artist shall be entitled to receive fifty per cent (50%)
of any ?net royalties? paid to Company by any third party (including any
Distributor) in   connection with the sales of any Master or LP and Company
shall be entitled to retain the remaining fifty per cent (50%) of such  net
royalties for its own account. As used herein, the term ?net royalties? shall
mean the gross royalty paid to Company by any third party, including but
not limited to, any Distributor, less Recording Costs, any royalty payable
to owners or controllers of musical compositions, third party producers,
mixers, remixers, and any other third party royalty participants paid in
respect of the Masters concerned.
(b) All royalties (including mechanical royalties) payable to Artist
hereunder shall be computed and paid in accordance with and subject to
the conditions and provisions set forth herein or, if applicable, in accordance
with a Distribution Agreement if any.  Notwithstanding the foregoing, Artist
shall not be entitled to actually receive any royalties (excluding mechanical
royalties) until such time as all Recording Costs have been recouped by
Company pursuant to the terms herein and/or any applicable Distributor
pursuant to the terms of the Distribution Agreement.
7. Recording Fund and Advances.?(a)  In consideration of the full
execution of this Agreement and the rights granted by Artist to Company
herein, Company shall pay Artist an advance of…………….. (Rs………………..)
in connection with Artist?s services hereunder.  Notwithstanding the forego-
ing in the event that Company receives a recording fund from any
transactions then Company and Artist shall prepare a recording budget with
respect to any LP which shall specify all Recording Costs that are to be
incurred in connection with the production thereof including, without
G : CDD (Vol. 8) ? 53834 CONVEYANCING, DRAFTING & DEEDS [Ch. 72
limitation, studio costs, video costs, producer advances, legal fees, mixing
costs, mastering costs, artwork, manufacturing costs, and any other costs
that Company shall be responsible for in connection with the production
of LPs as set forth under the applicable  Distribution Agreement (the
?Recording Budget?). Subsequent to preparation of any Recording Budget
by Company and Artist, Artist shall retain, for Artist?s own account, fifty
percent (50%) of the Recording Fund ?left over? after the preparation of any
Recording Budget, and Company shall retain for its own account the
remaining fifty percent (50%) of the same Recording Fund ?left over?. No
royalties (excluding mechanical royalties) shall be paid to Artist and/or
Company until the Recording Fund for any LP to be recorded thereunder
is recouped by Company and/or Distributor, as applicable.
(b) In the event that Company enters into a Distribution Agreement with
a Distributor, then notwithstanding anything to the contrary contained in this
Agreement, Company shall be entitled to recoup its out-of-pocket costs only
paid by Company in connection with Company?s production, manufactur-
ing, and promotion of any LP hereunder, if any.
8.  Mechanical Licences for controlled compositions.?(a) Nothing
herein shall operate as a grant by Artist to Company or any copyright
ownership rights in and to any musical compositions embodied in any of
the Masters that are written by Artist, in whole or in part, or owned and/
or controlled by Artist (or Artist?s publishing designee) in whole or in part
(?Controlled Compositions?).
(b) Company and Artist shall be responsible for obtaining any and all
necessary permissions from all copyright owners of the musical composi-
tions embodied on any of the Masters and Company shall be and shall
cause any Distributor to be responsible for all payments required to be made
to such copyright owners in respect of Company?s and Distributor?s as
applicable exploitation of any musical composition embodied in any of the
Masters.
(c) With respect to all Controlled Compositions, Company is hereby
granted a mechanical licence for same for the United States and Canada
at a rate per composition (pro-rated as described below) equal to one
hundred per cent (100%) of the minimum statutory compulsory licence rate
(without regard to any playing time formula) (the ?Controlled Composition
Rate?) in effect in the country concerned on the date of delivery of the
Masters to Company on the basis of all Records sold and not returned.
(d) The mechanical royalty rate shall be computed on a pro-rata basis
with all other musical compositions embodied on any LP and the maximum
aggregate mechanical royalties payable by Company in India in respect of
all of the musical compositions embodied on any LP shall be an amount
equal to twelve (12) times the Controlled Composition Rate on LPs; five
(5) times the Controlled Composition Rate on CD-5?s and EPs; and threeCh. 72] SPONSORSHIP AGREEMENT?FORMS 835
(3) times and Controlled Composition Rate on 12? singles. No mechanical
royalties shall be payable with respect to any Records or LPs given away
as  ?free goods? or for which no royalties are payable to Company, and
subject to the next sentence, arranged versions of a musical composition
in the public domain which are claimed by Artist to be subject to this
paragraph 15(d).
9. Merchandising Rights: Tour and Sponsorship Engagements.?
(a) Artist hereby grants to Company or Company?s licensees the exclusive
right throughout the world during the Term, and the non-exclusive right
throughout the world thereafter, to use and authorize the use of Artists name
portraits, pictures, likenesses, and biographical material, either alone or in
conjunction with other elements, in connection with the sale, lease,
licensing, or other exploitation  so-called ?merchandising rights? (as such
term is commonly understood in the music industry). In connection
therewith, Company shall pay to Artist a royalty equal to fifty percent (50%)
of Company?s net receipts derived from the exploitation of such merchan-
dising rights after deducting any and all costs and third party payments
relating thereto (?Merchandising Royalty?).
(b) Artists agrees to pay Company within thirty (30) days following Artist?s
receipt of the applicable accountings, fifty per cent (50%) of Artist?s net
proceeds derived from any endorsements and/or sponsorships (whether
tour related or otherwise), commercials, and advertising, whether each of
the forgoing is secured by Artist or on Artist?s behalf by any third party or
by Company. Notwithstanding the foregoing, if Company is initially paid,
credited, or forwarded the proceeds in connection with the foregoing then
Company shall pay Artist a royalty (?Endorsements Royalty?) equal to fifty
per cent (50%) of the net of said proceeds representing  Artist?s share in
connection therewith.
(c) The Merchandising Royalty and the Endorsements Royalty shall be
accounted by Company to Artist within thirty (30) days following Company?s
receipt of accountings from the respective party in connection therewith.
For purposes of clarification, neither of the foregoing royalties shall be
cross-collateralized with Record advances or royalties  payable to Artist
hereunder.
10. Artist Approvals.?Subject to the limitations set for in any agree-
ment between Company and any Distributor, Company shall obtain verbal
approval (not to be unreasonably withheld) from Artist in connection with
all third party licences necessary for the exploitation of any of the Masters
hereunder.  Notwithstanding the foregoing, Artist has sole approval rights
with respect to the third party licensing of any of the Masters to the extent
such licensing implicates the following topics and/or subjects: political
campaigns, affiliations and/or political issues including but not limited to gun
control: the glorification of drugs and/or alcohol; alcohol and tobacco based
advertisements animal rights and the glorification of cruelty to animals;
feminine hygiene and birth control products.836 CONVEYANCING, DRAFTING & DEEDS [Ch. 72
11. Notices and Accountings.?(a) Artist agrees that all notices,
statements, accountings and payments to be rendered to Artist hereunder
shall be forwarded to the last known address of the parties.  All payments
to be made to Artist shall be made by way of a single cheque sent within
thirty (30) days after Company?s receipt of the corresponding payment from
any third party, including but not limited to, any Distributor.
(b) Company agrees to furnish Artist with (i) accounting statements from
Company which shall include all payments paid to Company from the sales
of any LP and /or the licensing of any of the Masters hereunder, (ii) any and
all accounting statements received by Company from a Distributor, if any;
and (iii) the relevant portions of the report of any audit conducted by
Company of any Distributor with respect to the sale of Records embodying
Masters hereunder, provided, however, that Artist shall pay Artist?s pro-rata
share of the costs of such audit and Company shall have the right to deduct
such proportionate share of such costs from Artist?s share of the proceeds
if any, from such audit.
(c) Artist shall have the right to audit Company?s books and records with
respect to each accounting statement provided to Artist by Company or
received by Company from any Distributor, to object to any such accounting
statement, and/or to institute legal action against  Company in connection
with any such accounting statement within one (1) year after receipt thereof
or prior to the dates occurring three (3) months prior to the end of any
applicable period set forth in any particular Distribution Agreement during
which Company shall have the right to audit the books and records of the
Distributor with respect to the applicable accounting statement.
12. Inducement Agreement.?(a) Artist understands and agrees that
any Distributor, if engaged, will require Artist to execute an inducement
agreement that will guarantee Artist?s recording services to said Distributor
regardless of a breach of this Agreement either by Company or by Artist?s
loan-own company, if applicable, and/or by Company?s breach of the
applicable Distribution Agreement. Artist agrees that Artist shall promptly
execute such inducement agreement and that Company shall be entitled
to enforce such inducement agreement directly against Artist for its own
benefit as a third party beneficiary of such inducement agreement. If Artist
fails to promptly execute such inducement agreement, then such failure
shall be deemed a material breach of this Agreement.
(b) Without limiting the generality of any of the other terms of this
Agreement, Artist agrees to be bound by all of the terms and restrictions
set forth in any Distribution Agreement, including, but not limited to, the
terms therein related to the duration of contract periods, exclusivity re-
recording restrictions, suspension and termination rights, recording and
delivery obligations, mechanical licences, union membership, indemnities,
accounting time periods and limitations notice provisions and controlled
compositions (i.e.  compositions written, owned, or controlled by Artist, in
whole or in part, individually or collectively).Ch. 72] SPONSORSHIP AGREEMENT?FORMS 837
13. Suspensions and Termination.?(a) Company shall have the right
to suspend, by written notice to Artist, any and/or all of Company?s
obligations hereunder as well as the  Term and any and all other time periods
of this Agreement during any period that Artist is in material breach of any
provision of this Agreement. Further, any suspension applicable to Com-
pany and/or Artist pursuant to a Distribution Agreement will correspond-
ingly and automatically suspend the Term and any and all other time periods
of this Agreement.
(b) Notwithstanding any of the foregoing, Company shall have the right
to terminate this Agreement upon thirty (30) days written notice to Artist
for any reason whatsoever, with or without cause.
14. Failure of Performance.?Neither party hereto shall be deemed to
be in breach of any provision of this Agreement unless written notice by
facsimile, regular certified or registered mail (return receipt requested),
messenger, or overnight delivery service is given by the other party
specifying the nature of such breach, and the breaching party fails to cure
such purported breach within thirty (30) days after receipt of such notice
(Cure Period?) provided however that (a) the Cure Period relating to any
breach by Company that is in turn caused by breach by a Distributor of its
obligations to Company shall not be deemed to commence until the
Distributor has cured its breach, and (b) the Cure Period shall not apply
to a breach of Artist?s exclusivity or delivery obligations hereunder or any
breaches by Artist which, pursuant to the terms  of a Distribution Agreement,
must be cured within a shorter period of time.
15.  Warranties and Indemnity.?(a) Artist hereby warrants represents,
and agrees that (i) Artist has the right to enter into and fully perform this
agreement (ii) Artist shall perform Artist?s obligations hereunder to the best
of Artist?s ability and in a punctual and cost efficient manner, (iii) as further
described in Paragraph 15(b) below none of the Masters or the Compo-
sitions embodied thereon shall violate  any law or infringe upon or violate
the rights of any person. To the extent that Company incurs costs because
Artist does not perform pursuant to subsection 15(a)(i) herein, Company
shall have the right, without prejudice to any of Company?s other rights and
remedies, to recover such costs from any and all monies payable to Artist
hereunder.
(b) Artist (or any of Artist?s producers) shall not use or furnish any
samples or interpolated compositions on any of the Masters unless such
sample or interpolation has first been approved by Company.  If Artist fails
to comply with the terms of the preceding sentence, then without limiting
the rights and remedies available to Company Artist shall be (i) solely liable
for all royalties or other monies which shall be due any person or entity
whose master recordings or compositions are sampled or interpolated on
said Master(s); and (ii) solely responsible for any copyright interests and
rights that are required to be transferred, conveyed, or assigned to the838 CONVEYANCING, DRAFTING & DEEDS [Ch. 72
owner or licensor of any sample or interpolated composition embodied on
said Master?s). In the event that both Company and Artist mutually agree
to use or furnish a sample or an interpolated composition on any Master(s)
or mutually approve the use of any sample or interpolated composition
furnished by Artist or Artist?s producer on any Masters), then Artist and/or
Artist?s producer shall use best efforts to  ?replay? said sample so that master
use fees shall not be payable and third party record company approvals
shall not be required. In the event that Artist and/or Artist?s producer cannot
re-play said sample and Company nonetheless approves use of said
sample then all master use fees or other monies which shall be due any
person or entity whose master recordings are sampled shall be deemed
a Recording Cost hereunder and shall be deducted ?of the top? before any
?net royalties? are allocated in the percentages set forth in Paragraph 6
above. Notwithstanding the foregoing, Artist (and/or Artist?s producer) shall
be solely responsible for any copyright interests and rights that are required
to be transferred, conveyed or assigned to the owner or licensor of any
interpolated composition embodied on any of the Masters so that any
mechanical royalties or other payment to any owner or controller of the
musical composition(s) interpolated shall be paid solely from Artist?s share
(or Artist?s producer?s share, if applicable) of mechanical royalties as more
fully described in Paragraph 8 above. In connection therewith, Artist hereby
indemnifies Company in connection with any and all third party copyright
claims with respect thereto.
(c) Artist will at all times indemnify and hold Company and/or any
Distributor harmless from and against any and all claims, damages
liabilities, costs and expenses, including legal expenses and reasonable
out of pocket attorneys? fees, arising out of any alleged breach or breach
by Artist of any warranty, representation or agreement made by Artist
herein. In connection therewith, Company will notify Artist of any action
commenced on such a claim.  Artist may participate in the defence of any
such claim through counsel of Artist?s selection at Artist?s sole expense, but
Company shall have the right at times, in Company?s discretion, to retain
or resume control of the conduct of such defence.  Artist shall reimburse
Company on demand for any payment made at any time after the date
hereof in respect of any liability or claim in respect of which Company is
entitled to be indemnified hereunder. Upon the making or filing of any such
claim, action or demand, Company shall be entitled to withhold from any
amounts payable to Artist under this Agreement such amounts as are
reasonably related to the potential liability in issue. Company will within
thirty (30) days after receipt of Artist?s written request liquidate any sums
held pursuant to the foregoing sentence in the event that such claim has
not resulted in the commencement of litigation within one (1) year after
Company receives notice of such claim; provided, however that such
payment shall not limit Company?s right to thereafter withhold sums ifCh. 72] SPONSORSHIP AGREEMENT?FORMS 839
Company reasonably believes that litigation based on such claim is
imminent.
16. Independent Contractor.?Nothing contained in this Agreement
shall be deemed to create the relationship of employer employee or any
other relationship other than that of independent contractor between Artist
and Company. If Company pays or is required to pay any taxes or other
payments (e.g. withholding, disability, etc.) inconsistent with Artist?s status
as an independent contractor, such payments shall be recoupable from any
and all monies payable to Artist hereunder at set forth in Paragraph 6 above.
In connection therewith, Company shall endeavor to notify Artist of any such
payment or withholdings.
17. Financial Guarantees.?(a) Notwithstanding anything to the con-
trary contained in this Agreement, Company hereby guarantees payment
to Artist of not less than [Rs……………] in the first  twelve (12) months period
of the Term of any Distribution Agreement, not less than [Rs????] in
the second full twelve (12) months period of the Term of any Distribution
Agreement, and not less than [Rs……………..] in the third through seventh
full twelve (12) months periods of the Term of any Distribution Agreement.
To the extent the aggregate of all monies actually paid to Artist or on Artist?s
behalf during any twelve (12) months period described above is less than
the guaranteed payment required under this Paragraph 17(a) Artist shall
notify Company thereof no later than thirty (30)) days prior to the expiration
of such twelve (12) months period, and Company shall promptly remit the
balance to Artist prior to the end of the applicable twelve (12) months period.
All payments made pursuant to this Paragraph 17 shall constitute a
prepayment in advance against all monies otherwise payable to Artist under
this Agreement. In the event Artist does not receive the payments required
under this Paragraph 17(a), Artist shall promptly give written notice to
Company of the amount outstanding and Company shall have thirty (30)
days to cure such failure.
(b) Artist acknowledges and confirms that the guaranteed payments set
froth in Paragraph 17(a) above are intended to preserve Company?s right
to injunctive relief to prevent the breach of this Agreement by Artist. It is
hereby acknowledged that the guaranteed payments set forth in Paragraph
17(a) are not to be construed as a contractual guarantee but are intended
solely to preserve Company?s right to seek injunctive relief and shall only
be payable to Artist in the event the Company seeks such relief.
18. Definitions.?As used in this Agreement the following terms shall
have the meanings set forth below:
(a) ?LP? one (1) or more audio only Records at least forty (40) minutes
in playing time, and embodying at least twelve (12) Recordings of different
Compositions sold in a single package.
(b)  ?Master? or  ?Master Recording? ? each and every Recording of
sound embodying (i) sound alone or (ii) sound coupled with a visual image,840 CONVEYANCING, DRAFTING & DEEDS [Ch. 72
by any method and on any substance or material whether now or hereafter
known.
(c)  ?Records?  ?Phonograph Records? and  ?Recordings? all forms of
reproductions, now or hereafter now, manufactured or distributed primarily
for home use, school use, juke box use or use in means of transportation,
embodying (i) sound alone or (ii) sound coupled with visual images
including without limitation videocassette, videodisc, CD-ROM, CDI etc.
(d)  ?Composition? ? a single musical composition, irrespective of length,
including all spoken words and bridging passages and including a medley.
(e) ?Recording Costs? ? all payments to vocalist, musicians arrangers,
sketchers, conductors, orchestrators, producers, contractors and copyists
in connection with the recording of the Master Recordings made hereunder,
all union scale payments required to be made to Artist in connection with
Artist?s recording services hereunder, together with payroll taxes thereon
and/or payments based on payroll  to any labour organization or designee
thereof, advances and/or fees payable to the producers and / or mixers of
the Master Recordings the cost of cartage and rental of instruments for
recording sessions studio costs, video costs, transportation costs, hotel
and living expenses incurred in connection with the preparation and
attendance of performers the individual producers, musicians and other
essential personnel at recording sessions tape editing and other similar
costs in connection with the production of the final tape and all other costs
generally and customarily recognized as recording costs in the phonograph
industry; including but not limited to costs associated with marketing and
promotion of any LP if Company and Artist are responsible therefore.
(f) ?Territory? ? the Universe.
All other terms shall be defined as set forth in any Distribution Agreement
and in the event of any inconsistency between the definitions contained
herein and such Distribution Agreement, the definitions the set forth in the
Distribution Agreement shall control
19. Miscellaneous.?(a) This Agreement and the rights and obligations
of the parties hereunder shall be governed by and construed in accordance
with the internal laws of India and its validity construction and performance
shall be governed by the laws of India applicable to agreements made and
to be wholly performed therein. Should any dispute or controversy arise
between the parties hereto with reference to this Agreement or the
employment herein provided for, the parties shall first attempt to settle such
dispute or controversy by voluntary mediation for a period of thirty (30) days
and if settlement is not reached then by conciliation and arbitration in
accordance with the Arbitration and Conciliation Act, 1996. This arbitration
provision shall remain in full force and effect notwithstanding the nature of
any claim or defence hereunder.
(b) This Agreement may be executed in any number of copies by the
parties hereto in several counterparts and, when each party hereto has
signed and delivered at least one such counterpart to the other party hereto,Ch. 72] SPONSORSHIP AGREEMENT?FORMS 841
each counterpart will be deemed an original and taken together will
constitute one and the same Agreement which will be binding and effective
as to all parties hereto.
(c) This Agreement sets forth the entire agreement between the parties
with respect to the subject matter hereof. No modification amendment,
waiver, termination or discharge of this Agreement shall be binding on either
party hereto unless confirmed by a written instrument signed by authorised
representatives of both parties.  Should any provision of this Agreement to
adjudicated by a court of competent jurisdiction as void, invalid or inopera-
tive, such decision shall not affect any other provision hereof and the
remainder of this Agreement shall be effective as though such void, invalid
or inoperative provision had not been contained herein. If any provision of
this Agreement shall be determined under applicable law to be overly broad
in duration, geographical coverage, or substantive scope, such provision
shall be deemed narrowed to the broadest term permitted by applicable law.
(d) The section headings and captions contained herein are for refer-
ence purposes only and shall not in any way affect the meaning or
interpretation of this Agreement.
(e) The waiver by either party hereto of a breach of any provision of this
Agreement by the other shall not operate or be construed as a waiver of
any subsequent breach of the same provision or any other provision of this
Agreement.
(f) Artist hereby agrees to keep confidential the terms of this Agreement
to refrain from revealing said terms to any third party (other than the
authorised agents and other authorised representatives of Artist and in this
regard, Artist agrees to bind such third parties to this confidentiality
provision) unless compelled by government laws or regulations or court
order, and or to refrain from issuing authorising or permitting the issuance
of a press release or other disclosure in any media revealing such terms.
THIS AGREEMENT HAS BINDING LEGAL EFFECT AND GRANTS CERTAIN
RIGHTS  TO COMPANY FOR, AMONG OTHER  THINGS, ARTIST?S EXCLUSIVE
RECORDING SERVICES. ARTIST ACKNOWLEDGES THAT COMPANY HAS RE-
QUESTED ARTIST  TO CONSULT WITH AND BE REPRESENTED BY AN ATTORNEY
OF ARTIST?S OWN CHOOSING WHO IS KNOWLEDGEABLE ABOUT THE SUBJECT
OF THIS AGREEMENT AND THE RECORD, MUSIC, AND ENTERTAINMENT INDUS-
TRIES,  TO BE ADVISED ABOUT  THE CONTENT AND EFFECT OF  THE PROVISIONS
OF  THIS AGREEMENT, AND  TO FOLLOW SAID ATTORNEY?S ADVICE ABOUT
ENTERING INTO THIS AGREEMENT.
IN WITNESS WHEREOF , the parties have executed this Agreement as of
the date first set forth above.
By :……………………………………………………….
An Authorised Signatory of the Company
Its :…………………………………………………………
AGREED TO AND ACCEPTED to as of the date first referenced above.
Artist:…………………………………………………….842 CONVEYANCING, DRAFTING & DEEDS [Ch. 72
2 2 2 2 2
Artist Sponsorship Agreement Artist Sponsorship Agreement Artist Sponsorship Agreement Artist Sponsorship Agreement Artist Sponsorship Agreement
THIS AGREEMENT made effective as of the…………. day of……………….
20………. BETWEEN [Name of Sponsor]………………………………………………….
(the  ?Sponsor?) AND  [Name of promoter]……………………………………………
(the ?Promoter?) add, if applicable.  AND [Name of Artist]………………………..
(the ?Artist?).
THIS AGREEMENT shall constitute the full agreement between the above
named Sponsor and the above named Promoter with respect to [insert the
name of the event or if a concert tour, the name of the artist (the ?Artist?)
and tour] which is tentatively scheduled for [insert the date(s) of the event
(hereinafter referred to as the ?Event?) in connection with the Products and
services (collectively hereinafter referred to as the ?Products?)].
1. Sponsor shall be the exclusive and official sponsor of the Event.
Without limiting the generality of the foregoing no other person, firm,
corporation organization or entity may be listed or mentioned as a sponsor
or presenter of the Event.
2.  As full compensation for the rights granted hereunder, Sponsor shall
pay Promoter the sum of [insert amount in words] Rs………………. payable
on or before the…………………. day of………………………., ………………………..
3.  Sponsor shall receive, at no cost……………… tickets [choose appro-
priate option or amount to fit for the Event/for each performance during the
Event]. The tickets shall be for favourable seats in the highest price range
and best locations.  In addition Sponsor shall have the right to purchase,
at the ticket?s face value price up to……………. per cent (……………..%) of
additional tickets, such additional tickets to be for favourable seats in the
highest price range and shall be made available at the earliest date(s)
possible prior to the Event.
4.  (a) An official logo and catch phrase shall be developed for the Event
by Promoter which shall be subject to the approval of the Sponsor and which
shall refer to Sponsor (in first position), Event (e.g.  ?Sponsor? presents
?Event?). Such logo and/or catch phrase where applicable shall be promi-
nently included in all promotional and advertising references, which relate
to the Event and disseminated throughout the print and broadcast media
and points of sale by Promoter announcing the Event.
(b) Nothing herein contained shall constitute an obligation on Sponsor?s
part to advertise or promote the Event, it being understood by the parties
hereto that the Sponsor may do so at it, option or may refrain therefrom.
(c) Any uses of the official logo and/or catch phrase, other than
specifically provided for in this Agreement shall require the prior written
permission of both Sponsor and Promoter.Ch. 72] SPONSORSHIP AGREEMENT?FORMS 843
5.   This Agreement shall commence on the date hereof and expire on
[date] unless prematurely determined in accordance with clause 6 below.
6.   The parties hereto shall have the right to terminate this Agreement
forthwith in the event any one of them going into liquidation (except for the
purpose of amalgamation or reconstruction or making any arrangement or
composition with its creditors or where either party fails to remedy a material
breach of a term of this Agreement within 30 days of receipt of a written
notice requiring said breach to be remedied.
7.  The parties hereto shall not be liable for non-performance of any of
the terms of this Agreement if such non-performance results from any act
of God, strike or  force majeure conditions.
Neither the Promoter nor the Sponsor shall be entitled to assign the
benefit of this Agreement in whole or in part without the prior written consent
of the other.
8.   This Agreement contains the entire understanding between the
parties and may not be varied orally.
9.   If any clause or any part of this Agreement or the application thereof
to either party shall for any reason be adjudged by any court or legal
authority of competent jurisdiction to be invalid such judgment shall not
affect the remainder of this Agreement  which shall continue in full force
and effect.
10.  This Agreement shall be governed by the laws of India and the
parties hereby submit to the jurisdiction of the Courts in Kolkata.
11. Any notice to be served under this Agreement shall be in writing and
served upon the recipient at its address herein set out (or such other
address as may be notified for this purpose) either by hand or by registered
post or by Fax or e-mail.
IN WITNESS WHEREOF the Parties hereto have executed these presents
on the day month and the year first above written.
SIGNED SEALED AND DELIVERED
By the Parties
In the Presence of :
WITNESSES :
1.
2. [Signature of the Parties]
3 3 3 3 3
Sponsorship Agreement between Artist and Jewellery Sponsorship Agreement between Artist and Jewellery Sponsorship Agreement between Artist and Jewellery Sponsorship Agreement between Artist and Jewellery Sponsorship Agreement between Artist and Jewellery
Manufacturers for Independent Contractor Services Manufacturers for Independent Contractor Services Manufacturers for Independent Contractor Services Manufacturers for Independent Contractor Services Manufacturers for Independent Contractor Services
This Agreement is entered into this…………… (day) ……………(mm/dd/yy)844 CONVEYANCING, DRAFTING & DEEDS [Ch. 72
between the Center for Beadwork & Jewellery Arts (?CBJA?) and …………..
name (Independent Contractor). Artist signs this Agreement as an Indepen-
dent Contractor and not as an employee; and this Agreement shall not be
construed as creating a partnership or other kind of joint venture between
the parties.
1. Performance and Fees of Artist.
1.1. Performance Period :
1.2. Location :
1.3. Time :
1.4. Type of Performance :
1.5. Name of Presentation :
1.6. Scope of Presentation/List of Tasks to be Covered :
1.7. Sponsor :
1.8. Approximate Number of Participants :
1.9. Materials Needed or Pre-Workshop Requirements for Partici-
pants:
1.10. Materials to be Provided by Independent Contractor to Participants
at Workshop :
1.11. Materials to be Provided by Independent Contractor in Advance
of the Workshop (at least 8-12 weeks prior to scheduled date):
1.12. Bio/profile/resume :
1.13. Summary of workshop goals, objectives, activities :
1.14. Physical sample of project to be completed :
1.15. Copies of any handouts to be provided :
2.  Applicable Reimbursements.
2.1. Workshop Fee;
2.2. Honorarium;
2.3. Total Amount
2.4. Covers (Please specify Services Time, plus any materials costs);
2.5. Materials (please list with amount to be reimbursed)
2.6. Travel, Lodging, Meals
2.7. Mileage rate:…………………
2.8. Per diem rate:……………….
3.  CBJA expected to provide.
3.1. Equipment, Special Display Aids:
3.2. Handouts, Supplies, Materials:
3.3. Room Set-Up preferences:Ch. 72] SPONSORSHIP AGREEMENT?FORMS 845
3.4. Seating/spatial requirements for participants:
3.5. Any special lighting requirements such as whether room needs to
be dark at any time:
3.6. Other.
4. Invoice Deadline.
5. CBJA Contact (name, phone, e-mail).
6.  Liabilities and Force Majeure.?(1) Independent Contractor agrees
to save and hold harmless CBJA and its officers, employees and agents
thereof from all liability for loss, damage or injury to persons or property
which may arise out of Independent Contractor?s performance of services
in connection with this Agreement.
(2) The obligations of CBJA to fulfill the terms of this Agreement shall
be waived in the event of  force majeure (such as but not limited to inclement
weather, public emergency or calamity, strike, labour disturbance fire,
interruption of transportation, casualty, physical disability, illness, flood, Act
of God or other disturbance or any governmental restriction) prevents
normal and usual operation of CBJA or sponsoring organization.
(3)  CBJA, but not any trustee, officer or agent thereof, shall be obligated
under this Agreement.
(4) If this Agreement is dependent upon receipt of grant funds, the
obligations of CBJA to fulfill this Agreement shall be waived in the event
that grant funds requested by CBJA sponsor or Independent Contractor for
this purpose are not received.
(5) If for any reason, either party must reschedule prior to the date of
service(s), make-up dates must be completed within one year of original
contracted date.
(6) If the artist(s) arrives at the site, but is unable to complete services
due to CBJA or sponsor?s failure to fulfill responsibilities, the artist will be
paid in full and the CBJA will be under no obligation to reschedule.
(7) Cancellation by CBJA or sponsor: If CBJA or sponsor cancels
services at any time from 15 days to 6 weeks prior to date of services, artist
will be paid one-half of contracted fee by CBJA if sponsor cancels 2 weeks
or less prior to date of services, artist will be paid the full contracted amount.
The exception to this policy will be if CBJA is able to book artist for a
comparable type of service on the same day/period.
(8) Independent Contractor agrees not to perform same, or substantially
the same services, as defined by Scope of Presentation/List of Tasks to be
Covered listed in this Agreement above, anywhere within 150 mile radius
of [Name of place], during the 1 year period as defined as any time back
as early as and including each of the six (6) successive calendar months
prior to the scheduled date, or up until any time as late as and including
each of the six (6) successive calendar months after the scheduled date,
without a written and express Agreement from CBJA.846 CONVEYANCING, DRAFTING & DEEDS [Ch. 72
7. Ownership and use of material and services.?(1) If CBJA has paid
the Independent Contractor for the development of materials  used during
the scheduled activity, CBJA reserves the right to use this material for CBJA
programmes.
(2) It is understood by CBJA and Independent Contractor that CBJA will
not use any materials and activities developed separately by the Indepen-
dent Contract for commercial sale, distribution, or any for profit or not-for-
profit activity without benefit of a new and separate Agreement related
specifically to the material to be used.
(3) Neither Artist sponsor or CBJA may videotape or record a workshop
without the express agreement among these parties.
(4)  While providing services at CBJA, the Independent Contractor
agrees to get express permission from CBJA for the sale of any materials
at these workshops.  In most cases, selling is permissible as part of the
event.
(5) It is permissible to distribute information/order forms/flyers regarding
Independent Contractor?s work independent of CBJA before, during or after
the workshop.
IN WITNESS WHEREOF etc.
The above is Signed and Agreed to by Independent Contractor (Artist)
Name :
Business Name :
Address :
Phone: E-mail :
4 4 4 4 4
Sponsorship Request for Children Film Festival Sponsorship Request for Children Film Festival Sponsorship Request for Children Film Festival Sponsorship Request for Children Film Festival Sponsorship Request for Children Film Festival
Welcome to KidFlix, the first annual International
Children?s Film Festival
Dear Sponsors,
KidFlix provides a forum for children and their families to celebrate the
art of cinema and to showcase the role that films play in children?s artistic
and educational lives.  We offer a diverse lineup of films from around the
world, including animation, documentaries, feature films and student films.
The festival is a great place to expose your company  to the families of the
neighbourhood in a fun, lively mix of film screenings, workshops, and
celebrity appearances.
Think of your sponsorship of the Film Festival as a wonderful opportunity
for your organization to:Ch. 72] SPONSORSHIP AGREEMENT?FORMS 847
? allow children and their families to enjoy a fabulous family event.
? take part in an extensive media and field marketing campaign
preceding and during the event.
? ensure the visibility of your company at a fun, high-traffic event
attended by thousands of families.
Sponsorship packages provide our organization with goods, services
and financial support necessary for hosting this brand new event?the first
International children?s film festival in Kolkata. We will custom tailor our
sponsorship packages and would be pleased to discuss with you your
specific interests as an individual or company.
1.  Three Ways We Increase Your  Visibility.?Provide a Fun and
Educational Event for Families in a Premiere Location ? The Historic Fun
City in AQUATICA.
The Fun City is one of the most highly visited attractions in the Aquatica
Bay area, and is a perfect home for the festival, Host to over 100 events
throughout the year, Fun City is one of the favourite places to relax and have
fun.
? Fun City in Aquatica is the region?s preeminent entertainment
district, drawing from a wide base of residents and tourists alike,
with an eclectic mix of dining, shopping and historic appeal.
? 25,000 regular visitors flock to Fun City on any given weekend
night.
? 357,046 households are located within a 15-mile radius.
? Local families represent 55% of visitors to Fun City.
This world class festival with over a week of exciting film screenings,
parties, and eager crowds translates into countless opportunities for you
to educate people about your business.
2. Extensive Media Coverage and Programme Distribution.?This
event is widely covered through partnerships with local media. The award-
wining Economic Times, in a sponsorship agreement with the festival, will
distribute over 3,66,000 copies of the programme as an insert to all
subscribers. Programmes will also be distributed to area retailers, pedia-
tricians, and community centres. The event will be covered on local network
and cable television news shows.  We also enjoy the support of many local
radio stations.  We can guarantee that the International Children?s Film
Festival will be represented in many forms of local media.
3. Host a High  Traffic Website.?Our festival is more than a destination,
it?s a valuable community resource for electronic communication. We will
feature on-line film reviews, charts with Economic Times columnists, and
a calendar of events.  With a focus on reaching tech-savvy kids throughout
the area, and with links to sponsoring websites-Fun City, Economic Times
and Start Theatres?this will be one of our primary marketing tools. During848 CONVEYANCING, DRAFTING & DEEDS [Ch. 72
the weeks leading up to the festival and the festival week itself, we expect
over 10,000 visitors a week on our website.
4. Sponsorship Levels and Benefits.?Becoming a sponsor puts a
spotlight on your business! We offer different levels of involvement and can
tailor our packages to fit your needs.
4.1. Festival Sponsor: (Rs. 15,000):
? Full colour, ½ page ad in programme distributed to over 3,66,000
households throughout Fun City.
? On-screen ad at area Star theatres four weeks before festival.
? On-screen  ?thank you? as at area Star theatres to run 6 weeks after
festival
? Link to your company?s website on Kidflix website
? 468X60 Banner ad on KidFlix website, link to company website.
? Sponsor provided banner placement during the two-week festival
run in Fun City Aquatica Courtyard.
? Kiosk and sampling opportunities for your company.
? Company name included in all promotional spots on participating
radio and television stations.
? Logo on all printed materials including posters and flyers.
? Company name included in all press releases.
? 20 VIP Sponsor Passes to distribute to customers and employees.
? 8 Passes to KidFlix Opening Night Gala.
4.2.  Event Sponsor (Rs. 7,000):
? ¼ page b/w ad in programme distributed to over 3,66,000 house-
holds throughout Fun City as an insert in the Economic Times.
? 120 x 240 Vertical banner ad and link to your website.
? Signage at your sponsored event in Fun City Courtyard and festival
information table.
? Kiosk and sampling opportunities for your company.
? Company name included in all press releases and advertising
pertaining to your sponsored event.
? 10 Tickets to your sponsored event.
? 4 Passes to KidFlix Opening Night Gala.
? Introduction by a company representative before your sponsored
event.
4.3. Community Sponsors: (Rs. 1, 500) :
? 1/8 page, b/w ad in programme distributed to over 3,66,000
households throughout Fun City.
? Introduce a film relevant to your organization?s mission.Ch. 72] SPONSORSHIP AGREEMENT?FORMS 849
? Display organization literature during run of the festival.
? Logo on festival website.
? Signage at your sponsored event at festival info tables.
? 4 tickets to your sponsored event.
For more info, please contact: sponsorships@kidflixfuncity.com
President
Programme Organisor
5 5 5 5 5
Sponsorship agreement with Producer for Sponsorship agreement with Producer for Sponsorship agreement with Producer for Sponsorship agreement with Producer for Sponsorship agreement with Producer for
Production of T.V. Serials Production of T.V. Serials Production of T.V. Serials Production of T.V. Serials Production of T.V. Serials
This Agreement is made the [??.] day of [??.] BETWEEN :
(1) (Name of producer) whose registered office is at (address) (the
Producer) and
(2) (Name of sponsor) whose registered office is at (address) (the
Sponsor)
It is Agreed as follows:
1.  Sponsorship of Sponsored Package.
1.1.    In consideration of the undertakings and obligations of the Producer
contained in this Agreement the Sponsor agrees to sponsor the Sponsored
Package by paying to the Producer a cash contribution of Rs. [?..] in
accordance with the provisions of Clause 1.2.
1.2.  The cash contribution described in Clause 1.1 shall be payable by
the Sponsor to the Producer as to:
Rs [?…….?..] on (date)
Rs [??………] on (date)
Rs [?…….?..] on (date)
Rs [?…….?..] on (date)
2. Serials.
2.1. The Producer undertakes to produce the Serials  in the calendar
year (specify) and to use its best endeavours to produce the Serials for the
calendar years (specify) and (specify) in the event of the exercise by the
Sponsor of its options in this Agreement and to use its best endeavours
to sell the television rights in such Serials to the Broadcaster or any other
franchise holder for transmission of the Serials in (date) and a repeat
transmission of the Serials in (date).
2.2. The Sponsor agrees and acknowledges that any obligations on the
part of the Broadcaster or other franchise holder to transmit the Serials and
the dates for such transmission as described in Clause 2.1 will be subject
G : CDD (Vol. 8) ? 54850 CONVEYANCING, DRAFTING & DEEDS [Ch. 72
to change and variation and the Producer shall have no liability to the
Sponsor whatever in the event of such change or variation or if the
Broadcaster or other franchise holder fails to make the transmission of all
or any part of the Serials. In the event that the Broadcaster does not acquire
the rights in the serials the producer shall use its best endeavours to sell
the television rights in the Serials to another third party either in India or
abroad and the Sponsor and the Producer shall have equal shares in any
revenue arising from such transmissions.
3. Name.?The name of the Serials and of the Event is and shall be
(specify name)
4. Event Name.
4.1. The Sponsor agrees and acknowledges that the Sponsor has no
rights in or for the use of the Event Name or logo other than as set out in
Clauses 4.2 and 4.3.
4.2.  The Sponsor has the right to design a logo using the Sponsor?s name
with the Event Name and based on the existing Event Name logo and in
consideration of the undertakings on the part of the Sponsor contained in
this agreement the Producer agrees  to incorporate any such logo designed
by the Sponsor in the Serials the Event and the Assessment Tour.
4.3. Additionally the Sponsor shall be entitled to use any logo designed
by the Sponsor pursuant to Clause 4.2 on Approved Goods and shall have
the right to use the same for trade and consumer related publicity provided
that the Producer first confirms in writing its approval of:
(a) the nature and source of merchandise with which the logo is to be
associated;
(b) the quality of samples of such merchandise (if the Producer calls
for such samples); and
(c) such other matters as the Producer deems relevant.
4.4. The Sponsor undertakes to ensure that all promotional items and
publicity produced by the Sponsor pursuant to the rights granted in Clauses
4.2 and 4.3 shall bear a copyright notice in accordance with the require-
ments of the Universal Copyright Convention in the name of the Producer
and such trade mark and other notices as the Producer may reasonably
require.
5. Subsequent Serials.
5.1. Subject to the full and punctual performance by he Sponsor of its
obligations under this Agreement the producer grants the Sponsor an
exclusive option to sponsor the Sponsored Package during (specify year)
on the same terms and conditions as this Agreement (excluding Clauses
5.1 to 5.6 inclusive) at a cost to be agreed between the parties.  The budget
and payments schedule for the Sponsored Package for (specify year)
together with any justified cost increases in respect of the items specifiedCh. 72] SPONSORSHIP AGREEMENT?FORMS 851
in the budget for the previous year shall be agreed by the Sponsor and
Producer by not later than (date) and failing agreement the option shall
lapse.
5.2. The Producer undertakes to provide the Sponsor with details of the
Sponsored Package proposed by the Producer for (specify year) including
its cost and the required payment schedule by not later than (date).
5.3. The option granted in Clause 5.1 shall be exercised by the Sponsor
by no later than (date) by notice in writing from the Sponsor to the Producer
at its address set out at the beginning of this Agreement or such other
address as may be notified to the Sponsor in writing accompanied by any
payment due in accordance with the payment schedule referred to in
Clause 5.2. The Producer undertakes to take all possible measures to
obtain a firm and irrevocable commitment from the Broadcaster for the
purchase of the United Kingdom television rights in the Serials for (specify
year) prior to the exercise date for the option.
5.4. The Sponsor shall be under no obligation to exercise the options
granted under this Agreement and if it does not exercise any option and
the Producer is unable  to find an alternative sponsor and has entered into
irrevocable commitments to produce the Serials then the Sponsor shall
meet the Producer?s actual production costs to an amount not exceeding
[Rs.??] on receipt of appropriate invoices and verification provided
however that no amount shall be payable by the Sponsor if it advises the
Producer of its intention not to exercise the option prior to (date).
5.5. The Producer undertakes that the Sponsor?s image and name shall
only be used by the Producer in full consultation with the Sponsor.
5.6. In the event that the Sponsor exercises the option for (specify year)
then it shall have the right to exercise an option for the following year on
the same terms mutatis mutandis as provided in Clauses 5.1 to 5.5 inclusive
for the (first year) option provided that (second year) shall be substituted
for (first year)( at each appropriate place in Clauses 5.1, 5.2, 5.3 and 5.4.
6.  Value Added  Tax.?All sums payable by the Sponsor to the Producer
under this Agreement are exclusive of VAT and the Sponsor shall pay to
the Producer VAT on such sums subject to delivery to the Sponsor of full
accurate and proper VAT invoices.
7. Branding.?The Sponsor acknowledges and agrees that it is fully
aware of the Government guidelines concerning television sponsorship
and the Producer agrees that subject to such guidelines and rulings of the
appropriate authority in the television coverage of the Event the Sponsor
shall receive branding as set out in Schedule 2.
8.  Insurance.?The Producer undertakes to effect full comprehensive
third party and personal accident insurance cover in respect of the Event
and the Assessment  Tour and undertakes to indemnify and keep the
Sponsor fully indemnified from any loss damage costs or expenses caused852 CONVEYANCING,