Fraser Coast District Law Association

CONDITIONS OF SPONSORSHIP

1. Definitions and Interpretation
   • In this Agreement unless the context otherwise requires –

“Advertising Materials” includes but is not limited to any materials used by the FCDLA to promote, advertise or report on itself including advertisements (cinema, online, outdoor, print, radio and television), audio visual aids, brochures/newsletters/flyers, CDs and DVDs, displays, forms, invitations, media relations, merchandise, online activities, point of sale materials, publications, signage and social media.

“Agreement” means these Conditions of Sponsorship, including any amendments permitted by this Agreement.

“Commencement Date” means the date that the Sponsor paid the Sponsorship fee.

“Completion Date” means the day 12 months after the Sponsor paid the Sponsorship fee.

“Confidential Information” means in relation to a party, information that:

• is by its nature confidential;
• is designated by that party as confidential; or
• the other party knows or ought to know is confidential;

“GST” means any tax, levy, charge or impost implemented under the GST Act.

“GST Act” means A New Tax System (Goods & Services Tax) Act 1999 (Cwlth) and any amendments to that Act.

“Intellectual property” includes all copyright, trade mark, design, patents or any other proprietary rights, or any rights to registration of such rights existing in Australia or elsewhere or as protected by legislation from time to time, whether created before, on or after the Commencement Date, but excludes Moral Rights.

“Moral Rights” means the right of integrity of authorship, the right of attribution of authorship and the right not to have authorship falsely attributed, more particularly as conferred by the Copyright Act 1986 (Cth), and rights of a similar nature anywhere in the world whether existing before, on or after the Commencement Date.

“Personal Information” has the same meaning as in the Personal Information Act 2009 (Qld).

“Publicity” includes any media release, Sponsorship announcement or the like.

“Term” means the period from the Commencement Date to the Completion Date.

2. Term
   • This Agreement commences on the Commencement Date and, unless lawfully terminated, continues for the Term.
3. Sponsorship
   • The Sponsor agrees to pay the Sponsorship Fee or provide the In-Kind Support (or both) to the FCDLA in accordance with this Agreement.
   • In consideration of the Sponsor paying the Sponsorship Fee or providing the In-Kind Support (or both), the FCDLA will provide the Sponsor with the Sponsorship Entitlements.
4. The FCDLA’s Obligations
   • The FCDLA must during the Term:
     • Promote the Sponsor as set out in the Sponsorship Prospectus according to the level of Sponsorship Purchased.
     • Use the Sponsorship for the purpose of meeting the objectives of the FCDLA.

5. The FCDLA’s Warranties
   • The FCDLA acknowledges and warrants to the Sponsor that;
     • as at the date of this Agreement, the FCDLA is free to, and has the authority to, enter into this Agreement;
     • the FCDLA will not use or authorise the use of the Sponsors Logo at any time except where, and in the manner, expressly authorised by this Agreement;
     • the FCDLA will not represent to any third parties that the FCDLA has the ability to compel the Sponsor to undertake any activities beyond the terms and scope of this Agreement;
     • the FCDLA will not do anything or become involved in any situation which, in the reasonable opinion of the Sponsor, brings the Sponsor and/or the Initiative into public disrepute, contempt, scandal or ridicule, offends public opinion or reflects unfavourably upon the Sponsor and/or the Initiative’s reputation and the Sponsor will be the sole arbiter in this regard; and

6. The Sponsor’s Warranty
   • The Sponsor warrants to the FCDLA that at the date of this Agreement it is free to and has the authority to enter this Agreement.
7. Confidentiality and Privacy
   • Each party agrees not to disclose any Confidential Information under any circumstances without the prior consent of the other party, except:
     • to its staff and officers requiring that information for the conduct of their duties pursuant to this Agreement;
     • to its accountants and legal advisors;
     • as required or permitted by law.
   • Nothing in this Agreement prevents the Sponsor disclosing the identity of the FCDLA and the amount or nature of the Sponsorship Fee or the In-Kind Support by way of a Sponsorship.
   • If the FCDLA collects or has access to Personal Information in order to perform its obligations under this Agreement, the FCDLA must:
     • comply with Parts 1 and 3 of Chapter 2 of the Information Privacy Act 2009 (Qld) (“the Act”) in relation to the discharge of its obligations under this Agreement as if the FCDLA was the Sponsor;
     • subject to paragraph (a), not use, disclose or transfer outside of Australia, Personal Information obtained under this Agreement except for the purpose of performing this Agreement, unless required or authorised by law;
     • immediately notify the Sponsor if the FCDLA becomes aware that a disclosure of Personal Information obtained under this Agreement is, or may be, required or authorised by law;
     • ensure that access to Personal Information is restricted to its employees and officers who require access in order to perform their duties under this Agreement;
     • ensure that its officers and employees do not access, use or disclose Personal Information other than in the performance of their duties under this Agreement;
     • ensure that its sub-contractors who have access to Personal Information comply with obligations the same as those imposed on the FCDLA under this clause and ensure that any of its sub-contracts include an equivalent clause binding its sub-contractors to this clause;
     • fully co-operate with the Sponsor to enable the Sponsor to respond to applications for access to, or amendment of, a document containing Personal Information and privacy complaints; and
     • comply with such other privacy and security measures as the Sponsor reasonably advises the FCDLA in writing from time to time.

13. Goods and Services Tax (GST)
    • The parties agree that:
      • Unless otherwise expressly provided:
        • the Sponsorship Fee payable under this Agreement is exclusive of GST;
        • for the purposes of clause 6, the value of the In-Kind Support and Sponsorship Entitlements payable under this Agreement are exclusive of GST; and
      • the Sponsor will be liable to pay the GST amount to the FCDLA only upon receipt of a valid tax invoice.

14. Relationship of the parties
    • Except as is specifically provided in this Agreement or any other agreement in writing between the parties:
      • none of the parties to this Agreement will incur any expenditure on behalf of any other party to this Agreement; and
      • none of the parties to this Agreement has the power to bind the other party, pledge the credit of any party or bind the party to any contractual obligation whatsoever, without specific consent in writing of the other party.
    • This Agreement does not create any partnership, contract of employment or employment relationship, joint venture, or relationship of principal and agent between the parties.
15. Entire Agreement
    • This Agreement constitutes the entire agreement between the parties for its subject matter. Any prior arrangements, agreements, warranties, representations or undertakings are superseded.
16. Governing Law
    • This Agreement will be governed by and construed according to the law of the State of Queensland, and the parties hereby agree to submit to the jurisdiction of the courts of the Sponsor of Queensland and all courts competent to hear appeals therefrom.
17. Waiver
    • No right under this Agreement will be deemed to be waived except by notice in writing signed by each party.
    • Subject to this clause, the failure by a party to enforce any clause of this agreement or any forbearance, delay or indulgence granted by that party to another party will not be construed as a waiver of its rights under this Agreement.
18. Variation of Agreement
    • This Agreement may be varied at any time by an agreement in writing executed by both parties.
    • It will be sufficient evidence of an agreement to vary a Schedule to this Agreement, if the parties execute and date a document purporting to be a substitute Schedule.
19. Severability
    • In the Event that any or any part of the terms or conditions of this Agreement will be determined as being invalid, unlawful or unenforceable wholly or to any lesser extent, such term or condition to the extent that it is invalid, unlawful or unenforceable will be severed from the remaining terms and conditions and the remaining terms and conditions will continue to be valid and enforceable to the fullest extent permitted by law.