Letter of Agreement attaching conditions of incoming sponsorships
NOTE: This Letter of Agreement must only be used for sponsorships with a GST-exclusive value of less than $10 000.
The officer must complete the Letter of Agreement and send two copies of the Letter of Agreement to the Sponsor.
The Sponsor must either sign both copies of the Letter of Agreement and return one, or it must send an email to the State’s Delegate stating that the Sponsor accepts the terms and conditions of this Letter of Agreement.
It is preferable that a signed copy of the Letter of Agreement is obtained; the email option should only be used where this is not possible. If an email is obtained from the Sponsor, the email must be unconditional (ie. it must not include any qualifications or provisos or attempt to change the terms of this Letter of Agreement in any way). The email acceptance must be kept with a copy of the Letter of Agreement as these two documents will comprise the contract between the State and the Sponsor at first instance.
The officer should refer any queries to their Department’s legal unit.
This Note and the examples shaded below must be deleted before the Letter of Agreement is sent to the Sponsor.
Please quote: Mail Number/Author Code/Work Area
Space for Date Stamp
Name
Address 1
Address 2
Address 3
Dear Salutation
On Dates, times> the State of Queensland through Department or agency business unit>, Australian Business Number ABN, (“the State”)will host the <Insert details of the event>at<Location> (“Initiative”). The Initiative is aimed at <Insert details of audience> (“Relevant Target Audience”) and will conclude on <Insert date> (“Completion Date”).
[For example: On 1 July 2009 the State of Queensland through the Department of the Premier and Cabinet, ABN 65 959 415 158 (“the State”) will host the “Queensland Premier’s Literary Awards” at the State Library of Queensland (“Initiative”). The Initiative is aimed at Queenslanders working in, or with an interest in, the arts (“Relevant Target Audience”) and will conclude on 1 July 2009 (“the Completion Date”).”]
Optional: Officer can insert further details of the Initiative here if appropriate
The State confirms acceptance of sponsorship offered by Insert correct legal name of the sponsor>(“Sponsor”) for the Initiative, subject toyour acceptance of the terms and conditions of this Letter of Agreement, including the attached Conditions of Sponsorship.
Particulars of Sponsorship
The Sponsor agrees to provide the following sponsorship in relation to the Initiative:
Sponsorship Fee:<Insert amount plus GST or insert “Not applicable>
In-Kind Support:<Insert details or insert “Not applicable”
[For example:
Product:
The Sponsor will provide 20 cartons, each containing 24 cans of soft drink from its Kirks range of beverages (10 cartons of lemonade, 10 cartons of orange drink and 10 cartons of ginger ale) (“the Product”), for use by the State at the conference to be held as part of the Initiative at Parliament House at 10am on 5 August 2009. The Product will be delivered by the Sponsor to the State in merchantable condition, at the Sponsor’s cost, to the function room at Parliament House, 1 George Street, Brisbane by 4pm on 3 August 2009.
Tickets:
The Sponsor will provide 10 adult in season passes to its “Wet n Wild” theme park (“Tickets”) to be used by another sponsor of the Initiative, Nova 106.9 FM Pty Ltd, as prizes in its competition being run in the promotion of the Initiative between 1 June 2009 and 30 June 2009. The Tickets will be delivered by the Sponsor to the State by 15 May 2009.
Media:
Production of four x 30 second Community Service Announcements (CSAs) promoting the Initiative and a schedule of the programming of the CSAs to be provided two weeks prior to the Initiative. ]
In consideration, the Sponsor will receive the following:
- <Insert detail
[For example:
Naming Rights:
The Sponsor will be acknowledged as the naming rights sponsor of the award in the Children’s Book category. This acknowledgement includes acknowledgement in the Initiative program, verbal acknowledgement at the awards, and the Sponsor’s Logo screened during the relevant award presentation.
Signage:
The Sponsor has the right to display two (2) signs (with maximum dimensions of 6m x 3m) on the Queensland Terrace at the State Library of Queensland between 2 and 5 June 2009, subject to the consent of the positioning and the content of the signs by the State.
Merchandise:
The Sponsor has the right to distribute its merchandise (limited to flyers, brochures and key rings) at the parade to be held as part of the Initiative at the South Bank Parklands, Brisbane between 10am and 1pm on 5 July 2009, subject to the consent of South Bank Corporation.
Official acknowledgement:
The Sponsor will be acknowledged in all media announcements or speeches made by the State between 10 March 2009 and 5 June 2009 as an “Official Sponsor” of the Initiative. The Sponsor acknowledges this is not an exclusive right and that there will be other “Official Sponsors” of the Initiative.
The following statement will be included in all media announcements, speeches and Advertising Materials made or produced by the State between the Commencement Date and 5 June 2009:
“The Queensland Premier’s Literary Awards proudly presented by the University of Queensland”
This right is exclusive.
Sponsor’s Logo
The Sponsor’s Logo will appear at the bottom right-hand side of the final page of all Advertising Materials distributed by the State for the Initiative between 10 March 2009 and 5 June 2009, subject to the Sponsor providing the State with electronic copies of the Sponsor’s Logo by 20 February 2009. The Sponsor’s Logo will be no larger in size than 3cm x 2cm and will appear in black and white only; no colour will be used.
The Sponsor’s Logo will appear on the Initiative webpage at [Insert URL] produced by the State for the Initiative between 10 March 2009 and 5 June 2009, subject to the Sponsor providing the State with electronic copies of the Sponsor’s Logo by 20 February 2009. The Sponsor’s Logo will be no larger in size than 3cm x 2cm and will appear in black and white only; no colour will be used. The Sponsor acknowledges this right is non-exclusive.
Initiative Logo
The Sponsor will have the non-exclusive right to use the Initiative Logo in all Advertising Materials produced by the Sponsor between the Commencement Date and 12 November 2009 which promote the Initiative, subject to the Sponsor complying with the guidelines for use of the Initiative Logo found at [Insert website].
Tickets
The Sponsor is entitled to three (3) complementary tickets to the award ceremony be held as part of the Initiative at the Queensland Performing Arts Complex, Brisbane between 2pm and 4pm on 10 August 2009.
Evaluation Report:
The Sponsor will be provided with a comprehensive evaluation report post event.]
(collectively, “the Sponsorship Entitlements”)
<Use where In-Kind Support involved
The parties agree that the reasonable market value of the In-Kind Support is $[Insert amount] (plus GST) (“Reasonable Market Value”).
Initiative Logo
A logo exists for the Initiative(“Initiative Logo”). Details of the Initiative Logo are contained in Annexure 1 to this letter.
OR
A logo for the Initiative does not exist (“Initiative Logo”).>
Sponsor’s Logo
Please provide us with the details of the logo the Sponsor wishes the State to use to promote the Sponsor’s association with the Initiative (“Sponsor’s Logo”) by <Insert date>. The Sponsor acknowledges that if the Sponsor’s Logo is not provided to the State by this date the State may be unable to provide part or parts of the Sponsorship Entitlements.
Address for Notices
The Sponsor and the State will contact each other using the following details:
Sponsor
Delegate:
Address:
Phone:
Facsimile:
Email:
State
Delegate:
Address:
Phone:
Facsimile:
Email:
Conditions of Sponsorship
Please indicate your acceptance of the terms and conditions of this Letter of Agreement including the Conditions of Sponsorship by signing and returning one (1) copy of this Letter of Agreement to the State’s Delegate within 14 days.
If it is not possible for the Sponsor to sign and return a copy of this Letter of Agreement within 14 days, the Sponsor may indicate its acceptance of the terms and conditions of this Letter of Agreement including the Conditions of Sponsorship by emailing the State’s Delegate advising of the Sponsor’s unconditional acceptance of the Letter of Agreement including the Conditions of Sponsorship within 14 days.
Should you require any further information, please contact <Insert> on <Insert>or at <Insert email>.
Yours sincerely
<Insert Name
<Insert Title
Signed for and on behalf of the Sponsor by a person duly authorised to act on its behalf:
Name: ………………………………. Signature: …………………………….
This ………… dayof ………………………………… 2011
Annexure 1 – Initiative Logo
<Delete if not applicable or insert details of Initiative Logo>
Uncontrolled copy. Please refer to the Department of Education and Training Policy and Procedure Register at to ensure you have the most current version of this document. Page 1 of 11
CONDITIONS OF SPONSORSHIP
- Definitions and Interpretation
- In this Agreement unless the context otherwise requires:
“Address for Notice” means the addresses, facsimile numbers and emails of the parties set out in the Letter of Agreement.
“Advertising Materials” includes any material used by the Sponsor to promote, advertise or report on itself including television, cinema, radio and print commercials, audio visual aids, slogans, catch phrases, lyrics, jingles, videos, point of sale material and media coverage.
“Agreement” means the Letter of Agreement, including any annexures, and these Conditions of Sponsorship, including any amendments permitted by this Agreement.
“Business Day” means any day except Saturday, Sunday and a public holiday in Brisbane, Queensland.
“Claims” means all liabilities, expenses, losses, damages, costs (including legal costs) of any kind whatsoever.
“Commencement Date” means the date the last party to this Agreement signs this Agreement.
“Confidential Information” means in relation to a party, information that:
(a)is by its nature confidential;
(b)is designated by that party as confidential; or
(c)the other party knows or ought to know is confidential;
and includes:
(d)information comprised in or relating to any Intellectual Property Rights of the party;
(e)information relating to the internal management and structure of the party or the personnel, policies, strategies, practices and procedures of the party;
(f)information of the party to which the other party has access that has any actual or potential commercial value to the first party or to the person or corporation which supplied that information;
(g)information in the party’s possession relating to the other party’s clients or suppliers and like information; and
(h)the terms of this Agreement and any negotiations in connection with or amendments to this Agreement;
but excludes information:
(i)in the public domain at the Commencement Date;
(j)that is or becomes generally available to the public other than as a result of a disclosure by the receiving party; or
(k)that becomes available to the recipient on a non-confidential basis from a source other than the discloser which has represented to the recipient that it is entitled to such information.
“Delegates” means the person described in the Letter of Agreement as the delegate for each party.
“Force Majeure” means an act, omission, cause or circumstances outside a party’s reasonable control including without limitation, fire, storm, earthquake, explosion, accident, enemy acts, war, sabotage, labour dispute and act or omission of a third party.
“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 (Cth) 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 Information Privacy Act 2009 (Qld).
“Restricted Logo” means registered trademark numbers 832893, 832901 to 832908 and 832914 to 832921, and any variant of that registered trademark.
“Term” means the period from the Commencement Date to the Completion Date.
1.2In this Agreement:
(a)words importing the singular will include the plural and vice versa;
(b)words importing a gender will include all other genders;
(c)all dollar amounts refer to Australian currency;
(d)a reference to any legislation includes any subordinate legislation made under it and any legislation amending, consolidating or replacing it;
(e)a party includes its executors, administrators, liquidators, successors and permitted assignees;
(f)“consent” means prior written consent;
(g)“in writing” means either by letter, email or facsimile;
(h)if a day on which an act is meant to be done is a Saturday, Sunday or public holiday in Brisbane, Queensland, the act must be done on the next Business Day;
(i)a reference to a person will be construed as a reference to an individual, firm, body corporate or other entity (whether incorporated or not) or, where a position is nominated, the individual occupying that position;
(j)a reference to an “infringement by the Sponsor” will include an actual or threatened infringement;
(k)a reference to a clause will be construed as a reference to a clause this Agreement;
(l)clause headings are inserted for ease of reference only and will not form part of, nor be used in the interpretation of the Agreement; and
(m)a reference to a statute, regulation, ordinance or local law will be deemed to extend to all statutes, regulations, ordinances or local laws amending, consolidating or replacing the same.
1.3Unless the context requires otherwise, terms used in these Conditions of Sponsorship which are defined in the Letter of Agreement have the same meaning as in the Letter of Agreement.
- Term
- This Agreement commences on the Commencement Date and, unless lawfully terminated, continues for the Term.
- Sponsorship
- The Sponsor agrees to pay the Sponsorship Fee and provide the In-Kind Support to the State in accordance with this Agreement.
- In consideration of the Sponsor paying the Sponsorship Fee and providing the In-Kind Support, the State will provide the Sponsor with the Sponsorship Entitlements.
- Initiative Logo and Restricted Logo
- Subject to clause 4.2, the State hereby grants to the Sponsor a non exclusive, royalty free, non transferable license to use the Initiative Logo (if any) in its Advertising Materials for the Term solely for the purpose of promoting its association with the Initiative.
- The Sponsor must:
(a)submit all Advertising Materials containing the Initiative Logo to the State at a reasonable time prior to their publication for consent, such consent to be given promptly and not to be unreasonably withheld;
(b)not modify the Initiative Logo in any way without the consent of the State;
(c)not sub-license, assign the use of or transfer the Intellectual Property in the Initiative Logo without the consent of the State; and
(d)use the Initiative Logo in accordance with any style guides and guidelines for use provided by the State.
4.3Nothing in this Agreement permits the Sponsor to use the Restricted Logo in its Advertising Materials for any purpose.
- Payment of Sponsorship Fee and Provision ofIn-Kind Support and Sponsorship Entitlements
- If a Sponsorship Fee only is payable by the Sponsor under this Agreement, the parties agree that the reasonable market value of the Sponsorship Entitlements is equal to the Sponsorship Fee.
- If In Kind Support only it deliverable by the Sponsor under this Agreement, the parties agree that the reasonable market value of the Sponsorship Entitlements and the Reasonable Market Value are equal.
- If a Sponsorship Fee is payable and In Kind Support is deliverable by the Sponsor under this Agreement, the parties agree that:
(a)the reasonable market value of the Sponsorship Entitlements is equal to:
(i)the Reasonable Market Value; and
(ii)the Sponsorship Fee; and
5.4Where applicable, within fourteen (14) days of the Commencement Date, the State will submit a valid tax invoice to the Sponsor for the Sponsorship Fee (with reference to the relevant portion of the Sponsorship Entitlements).
5.5Subject to clause 5.4, the Sponsor will pay the Sponsorship Fee to the State by bank cheque made payable to the State or by electronic funds transfer to an account nominated by the State within fourteen (14) days of receipt of the valid tax invoice from the State.
5.6Where applicable, within fourteen (14) days of the date of expiry of the Term, the Sponsor will provide a correctly rendered tax invoice for the Reasonable Market Value and the State will provide a correctly rendered tax invoice for the relevant portion of the reasonable market value of the Sponsorship Entitlements.
- The State’s Obligations
- During the Term of this Agreement, the State will:
(a)host or procure the hosting of the Initiative;
(b)Provide the Sponsor with the Sponsorship Entitlements; and
(c)use its best endeavours to market the Initiative to the Relevant Target Audience in an attempt to attract public interest and participation in the Initiative.
- Sponsor’s Obligations
- During the Term, the Sponsor will:
(a)pay the Sponsorship Fee in accordance with clause 5;
(b)provide the In-Kind Support to the State;
(c)license, at no extra cost to the State, the right to use and the right to grant to third parties the right to use the Sponsor’s Logo for the Term to assist the State to promote the Sponsor’s association with the Initiative; and
(d)provide to the State or its nominee, at the request of the State or its nominee, copies of the Sponsor’s Logo for the purpose of clause 7.1(c) in any medium requested by the State or its nominee.
- Intellectual Property
- The Sponsor acknowledges that the State owns the Intellectual Property in the Initiative Logo and Restricted Logo and nothing in this Agreement permits the use, reproduction, adaptation or communication of that Intellectual Property by the Sponsor unless expressly authorised by this Agreement.
- The Sponsor’s Warranties
- The Sponsor acknowledges and warrants to the State that:
(a)as at the date of this Agreement the Sponsor is free to and has the authority to enter into this Agreement;