Sponsorship Terms & Conditions

SHAKESPEARES CELEBRATIONS

FLAGS, BANNERS AND FRIENDS SPONSORSHIP

TERMS AND CONDITIONS

BACKGROUND

(A) Stratford-on-Avon District Council and Stratford-upon-Avon Town Council jointly lead the initiative known as “Shakespeare’s Celebrations”.

(B) Shakespeare’s Celebrations wishes to market certain Flags, Banners and Friends Sponsorship packages during the Term and for the Territory.

(C) The Flags, Banners and Friends Sponsor wishes to acquire, and Shakespeare’s Celebrations wishes to grant to the Flags, Banners and Friends Sponsor, a Flags, Banners and Friends sponsorship package for the Event on the terms and conditions set out in these Conditions.

1. INTERPRETATION

The following definitions and rules of interpretation apply in these Conditions.

1.1 Definitions:

Affiliate: any entity that directly or indirectly controls, is controlled by, or is under common control with another entity.

Applicable Laws: the laws of England and Wales and the European Union and any other laws or regulations, regulatory policies, guidelines or industry codes which apply to the exercise of the parties’ rights or the performance of their obligations.

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Commencement Date: the date on the form attached to these Conditions

Conditions: these terms and conditions subject to clause 23.

Rights: any and all rights connected with the Event, including without limitation, image rights, broadcasting rights, new media rights, endorsement and official supplier rights, Flags, Banners and Friends Sponsorship rights, merchandising rights, licensing rights, advertising rights and hospitality rights.

control: the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and controls, controlled and the expression change of control shall be construed accordingly.

Designation: the designation “Official Flags, Banners and Friends Sponsor of Shakespeare’s Celebrations”. 2

Event Marks Guidelines: Shakespeare’s Celebrations’ guidelines (if any) setting out the technical requirements for the reproduction of the Event Marks, as these guidelines may be amended by Shakespeare’s Celebrations from time to time by notice in writing to the Flags, Banners and Friends Sponsor.

Event Marks: Shakespeare’s Celebrations’ Marks and the Designation used singularly or collectively in association with the Event or in the exercise of the other Flags, Banners and Friends Sponsorship Rights.

Event: the series of events collectively entitled Shakespeare’s Birthday Celebrations, which take place on or around 23 April at the Venue.

Expert: a person appointed in accordance with clause 13 to determine any reduction in the Flags, Banners and Friends Sponsorship Fee.

Flags, Banners and Friends Flags, Banners and Friends Sponsor: the Flags, Banners and Friends Sponsor identified in the form attached to these conditions.

Flags, Banners and Friends Sponsor Category: the category (Bronze, Silver, Gold or Platinum) as identified on the form attached to these Conditions.

Flags, Banners and Friends Sponsor’s Event Materials: any advertising or promotional materials or products produced by or on behalf of the Flags, Banners and Friends Sponsor which associate the Flags, Banners and Friends Sponsor or the Flags, Banners and Friends Sponsor’s Products with the Event, or which incorporate or are distributed in association with the Event Marks including any such Flags, Banners and Friends Sponsor’s Products and the Flags, Banners and Friends Sponsor’s Premiums.

Flags, Banners and Friends Sponsor’s Marks: the trade mark as set out in on the form attached to these Conditions, together with any accompanying artwork, design, slogan, text and other collateral marketing signs of the Flags, Banners and Friends Sponsor.

Flags, Banners and Friends Sponsor’s Premiums: any article which is used to promote the Flags, Banners and Friends Sponsor and or the sale of the Flags, Banners and Friends Sponsor’s Products at or in connection with the Event and which is distributed free of charge or sold at a subsidised price, and which bears or is distributed in association with the Event Marks.

Flags, Banners and Friends Sponsor’s Products: the products or services of the Flags, Banners and Friends Sponsor.

Flags, Banners and Friends Sponsorship Fee: the sums set out and payable in accordance with clause 4.

Flags, Banners and Friends Sponsorship Rights: the bundle of rights granted to the Flags, Banners and Friends Sponsor as identified in the form attached to these Conditions, which includes the licence of the Event Marks granted in clause 2.1(a).

Force Majeure Event: has the meaning given in clause 16.1

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and 3

the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Parade: the parade referred to in the form attached to these Conditions which parade forms part of the Event.

Proprietor: each owner of any relevant part of the Venue.

Shakespeare’s Celebrations: Stratford-on-Avon District Council of Elizabeth House, Church Street, Stratford-upon-Avon, CV376HX and Stratford-upon-Avon Town Council of Stratford-upon-Avon Town Hall, Sheep Street, Stratford-upon-Avon, Warwickshire, CV37 6EF together.

Shakespeare’s Celebrations’ Marks: the trade marks as set out in Schedule 1, together with any associated artwork, design, slogan, text and other collateral marketing signs of Shakespeare’s Celebrations that are to be used in connection with the Event.

Shakespeare’s Celebrations Materials: any materials or products produced by or on behalf of Shakespeare’s Celebrations in connection with these Conditions including flags and banners.

Term: has the meaning given in clause 3.1.

Territory: the UK.

VAT: value added tax chargeable under the Value Added Tax Act 1994.

Venue: means the locations where the Event is to take place, which are situated in Stratford-upon-Avon, Warwickshire, England.

1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.3 The Schedules form part of these Conditions and shall have effect as if set out in full in the body of these Conditions. Any reference to these Conditions includes the Schedules.

1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time . 4

1.6 A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

1.7 A reference to writing or written includes fax but not e-mail.

1.8 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.9 A reference to these Conditions or to any other agreement or document referred to in these Conditions is a reference to these Conditions or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of these Conditions) from time to time.

1.10 References to clauses and Schedules are to the clauses and Schedules of these Conditions and references to paragraphs are to paragraphs of the relevant Schedule.

1.11 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. GRANT OF RIGHTS AND RESERVATIONS

2.1 Shakespeare’s Celebrations grants and the Flags, Banners and Friends Sponsor accepts:

(a) a licence to use the Event Marks on the Flags, Banners and Friends Sponsor’s Products and in advertising for the Flags, Banners and Friends Sponsor’s Products; and

(b) the other Flags, Banners and Friends Sponsorship Rights,

during the Term, for the Territory and in accordance with these Conditions.

2.2 All rights not expressly granted to the Flags, Banners and Friends Sponsor under these Conditions are reserved to Shakespeare’s Celebrations. The Flags, Banners and Friends Sponsor acknowledges and agrees that:

(a) the Flags, Banners and Friends Sponsor shall not be entitled to exploit or enter into any commercial or other agreement to exploit any of the Rights other than the Flags, Banners and Friends Sponsorship Rights; and

(b) Shakespeare’s Celebrations shall be entitled to enter into any Flags, Banners and Friends Sponsorship arrangement with any third party outside of the Flags, Banners and Friends Sponsorship Category. The Flags, Banners and Friends Sponsor agrees that Shakespeare’s Celebrations shall not be, nor 5

considered to be, nor deemed to be, in breach of any provision of these Conditions as a result of entering into that arrangement.

2.3 If any of the Flags, Banners and Friends Sponsorship Rights are expressed to be exclusive, Shakespeare’s Celebrations shall not grant the same rights to a third party for use in advertising, marketing or promoting products or services in the Flags, Banners and Friends Sponsor’s Category.

2.4 The Flags, Banners and Friends Sponsor grants and Shakespeare’s Celebrations accepts a worldwide, sub-licensable, non-exclusive, royalty free licence to use the Flags, Banners and Friends Sponsor’s Marks:

(a) during the Term for the delivery of the Flags, Banners and Friends Sponsorship Rights;

(b) in perpetuity to promote and exploit the Event (including sponsorship packages) in any media whether now known or yet to be invented (including in a computer game, on a website or mobile-device application) including by use on promotional material and merchandising.

2.5 The Flags, Banners and Friends Sponsor hereby acknowledges that Shakespeare’s Celebrations may award an exclusive contract to any sponsor as its lead Flags, Banners and Friends Sponsor.

2.6 Any materials produced for the Event by Shakespeare’s Celebrations (including any flags and banners) shall be owned by Shakespeare’s Celebrations.

3. TERM

3.1 The contract including these Conditions shall commence on the Commencement Date and shall continue, unless terminated earlier in accordance with clause 14, until the date specified in the form attached to these Conditions (Term) when the contract including these Conditions shall terminate automatically without notice.

4. FLAGS, BANNERS AND FRIENDS SPONSORSHIP FEE

4.1 In consideration of the Flags, Banners and Friends Sponsorship Rights granted to the Flags, Banners and Friends Sponsor, the Flags, Banners and Friends Sponsor shall pay Shakespeare’s Celebrations the fee identified in the form attached to these Conditions which shall be the Flags, Banners and Friends Sponsorship Fee within 10 Business Days of the Commencement Date (if not already paid).

4.2 All amounts payable to Shakespeare’s Celebrations under these Conditions are to be paid free and clear of currency control restrictions, bank charges, fees, duties or other 6

transactional costs, the payment of which shall be the sole responsibility of the Flags, Banners and Friends Sponsor.

4.3 No deductions may be made from, nor purported right of set-off exercised in relation to the Flags, Banners and Friends Sponsorship Fee, whether in respect of the manufacture, sale, distribution or advertisement of the Flags, Banners and Friends Sponsor’s Products or otherwise.

5. OBLIGATIONS OF THE FLAGS, BANNERS AND FRIENDS SPONSOR

5.1 The Flags, Banners and Friends Sponsor undertakes to Shakespeare’s Celebrations:

(a) to exercise the Flags, Banners and Friends Sponsorship Rights strictly in accordance with the terms of these Conditions. For the avoidance of doubt, the Flags, Banners and Friends Sponsor shall not be entitled to use or exploit any of the Rights (other than the Flags, Banners and Friends Sponsorship Rights) in any way;

(b) to use the Event Marks and other branding materials provided by Shakespeare’s Celebrations in accordance with the Event Marks Guidelines;

(c) to apply any legal notices as required by Shakespeare’s Celebrations or as set out in the Event Marks Guidelines on all Flags, Banners and Friends Sponsor’s Event Materials;

(d) to ensure that the manufacture, packaging, distribution, advertising and sale of all Flags, Banners and Friends Sponsor’s Event Materials shall comply with all Applicable Laws and the highest standards of business ethics, in particular those relating to child or prison labour;

(e) to immediately at the written request of Shakespeare’s Celebrations and at its sole cost, withdraw from circulation any Flags, Banners and Friends Sponsor’s Event Materials which do not comply with clause 5.1(b) to clause 5.1(d);

(f) to comply with all Applicable Laws relevant to the exercise of its rights and the performance of its obligations under these Conditions;

(g) to provide to Shakespeare’s Celebrations, at the Flags, Banners and Friends Sponsor’s sole cost and expense, all suitable material including artwork of the Flags, Banners and Friends Sponsor’s Marks in a format and within print deadlines reasonably specified by Shakespeare’s Celebrations for it to be reproduced under the control of Shakespeare’s Celebrations for the fulfilment of the Flags, Banners and Friends Sponsorship Rights;

(h) not to apply for registration of any part of the Event Marks or anything confusingly similar to the Event Marks as a trade mark for any goods or services; 7

(i) not to use the Event Marks or any part of them or anything confusingly similar to them in its trading or corporate name or otherwise, except as authorised under these Conditions;

(j) not to do or permit anything to be done which might adversely affect any of the Rights or the value of the Rights;

(k) to assist Shakespeare’s Celebrations in protecting the Event Marks and not to knowingly do, or cause or permit to be done, anything which may prejudice or harm or which has the potential to prejudice or harm the Event Marks or Shakespeare’s Celebrations’ title to the Event Marks or the image of the Event, Shakespeare’s Celebrations or the Venue;

(l) to notify Shakespeare’s Celebrations of any suspected infringement of the Event Marks, but not to take any steps or action whatsoever in relation to that suspected infringement unless requested to do so by Shakespeare’s Celebrations;

(m) to hold any additional goodwill generated by the Flags, Banners and Friends Sponsor for the Event Marks as bare trustee for Shakespeare’s Celebrations and to assign the same to Shakespeare’s Celebrations at any time on request and in any event following termination of these Conditions;

(n) to execute any further documentation and provide any assistance, both during the Term and after termination, as may reasonably be requested by Shakespeare’s Celebrations to protect the Event Marks. This may include recording the terms of these Conditions or any understanding or obligation under these Conditions on any trade mark register or other register, or in any other way.

5.2 The Flags, Banners and Friends Sponsor has no right to sub-license, assign or otherwise dispose of any of the Flags, Banners and Friends Sponsorship Rights, including to its Affiliates, without Shakespeare’s Celebrations’ prior written consent.

5.3 The Flags, Banners and Friends Sponsor shall not engage in joint promotions with any third party in relation to the Event without Shakespeare’s Celebrations’ prior written consent.

6. OBLIGATIONS OF SHAKESPEARES CELEBRATIONS

6.1 Shakespeare’s Celebrations shall use reasonable endeavours to deliver or ensure the delivery of each and all of the Flags, Banners and Friends Sponsorship Rights to the Flags, Banners and Friends Sponsor.

6.2 Shakespeare’s Celebrations shall use reasonable endeavours to ensure that all relevant Flags, Banners and Friends Sponsor signage and advertising to be delivered as part of the Flags, Banners and Friends Sponsorship Rights is properly in place and operational and not concealed or obscured from view at any time. 8

6.3 Shakespeare’s Celebrations shall comply with all Applicable Laws relevant to its performance of the contract including these Conditions.

6.4 Shakespeare’s Celebrations accepts that the Flags, Banners and Friends Sponsor shall be entitled to advertise, publicise, promote and otherwise commercially exploit its own products, goodwill and reputation using the Flags, Banners and Friends Sponsorship Rights on and subject to the terms of these Conditions.

7. REPRESENTATIONS AND WARRANTIES

7.1 Each party warrants and undertakes (subject to clauses 7.3 to 7.5 inclusive) to the other that:

(a) it has full authority to enter into the contract including these Conditions and is not bound by any agreement with any third party that adversely affects these Conditions; and

(b) it has and will maintain throughout the Term, all necessary powers, authority and consents to enter into and fully perform its obligations under the contract including these Conditions.

7.2 Shakespeare’s Celebrations represents to the Flags, Banners and Friends Sponsor that Shakespeare’s Celebrations owns or controls the Event Marks and that the Flags, Banners and Friends Sponsor’s use of the Event Marks and its exercise of the other Flags, Banners and Friends Sponsorship Rights in accordance with the provisions of these Conditions shall not infringe the rights of any third party.

7.3 Stratford-upon-Avon Town Council alone represents to the Flags, Banners and Friends Sponsor that Stratford-upon-Avon Town Council alone exercises control over the Parade only.

7.4 The Flags, Banners and Friends Sponsor acknowledges and accepts that Shakespeare’s Celebrations does not own or control the Event (subject to clause 7.3) and that no representation, undertaking or warranty is made, given or implied by Shakespeare’s Celebrations that it owns or controls the Event.

7.5 The Flags, Banners and Friends Sponsor acknowledges and accepts that Shakespeare’s Celebrations has not entered into bona fide written agreements for the use of the Venue with any Proprietor and that no representation, undertaking or warranty is made, given or implied by Shakespeare’s Celebrations that it has entered into bona fide written agreements for the use of the Venue with any Proprietor.

7.6 The Flags, Banners and Friends Sponsor represents and warrants that: 9

(a) it owns or is solely entitled to use the Flags, Banners and Friends Sponsor’s Marks and any other material supplied to Shakespeare’s Celebrations in relation to these Conditions and Shakespeare’s Celebrations shall be entitled to see evidence to this effect on request;

(b) Shakespeare’s Celebrations’ use of the Flags, Banners and Friends Sponsor’s Marks in accordance with clause 2.4 will not infringe the rights of any third party.

8. INDEMNITIES

8.1 In this clause, a reference to an indemnified party shall include that indemnified party’s subsidiaries, and the provisions of this clause shall be for the benefit of the indemnified party and each such subsidiary, and shall be enforceable by each such subsidiary, in addition to the indemnified party.

8.2 The Flags, Banners and Friends Sponsor shall indemnify Shakespeare’s Celebrations against all liabilities, costs, expenses, damages and losses (including but not limited to any interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Shakespeare’s Celebrations arising out of or in connection with:

(a) any claim made against Shakespeare’s Celebrations by a third party for actual or alleged infringement of a third party’s Intellectual Property Rights or moral rights arising out of or in connection with Shakespeare’s Celebrations’ use of the Flags, Banners and Friends Sponsor’s Marks in accordance with these Conditions;

(b) any claim made against Shakespeare’s Celebrations by a third party arising out of or in connection with the manufacture, production, distribution, handling, advertising, consumption or use of, or otherwise relating to, the Flags, Banners and Friends Sponsor’s Event Materials, whether or not any claim arises during the Term. For the avoidance of doubt, any approval by Shakespeare’s Celebrations of any use of the Event Marks on the Flags, Banners and Friends Sponsor’s Event Materials, relates only to the use of the Event Marks and does not amount to approval of any the Flags, Banners and Friends Sponsor’s Event Materials and shall not affect this right of indemnification.

8.3 The indemnities in this clause 8 shall not cover the indemnified party to the extent that a claim under it results from the indemnified party’s negligence or wilful misconduct.

8.4 If a payment due from the indemnifying party under this clause is subject to tax (whether by way of direct assessment or withholding at its source), the indemnified party shall be entitled to receive from the indemnifying party such amounts as shall 10

ensure that the net receipt, after tax, to the indemnified party in respect of the payment is the same as it would have been were the payment not subject to tax.

9. LIMITATION OF LIABILITY

9.1 Nothing in these Conditions shall limit or exclude a party’s liability:

(a) for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

(b) for fraud or fraudulent misrepresentation;

(c) for breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law; or

(d) under the indemnities set out at clause 8.2(a) and clause 8.2(b).

9.2 Subject to clause 9.1, under no circumstances shall a party be liable to the other for any of the following, whether in contract, tort (including negligence) or otherwise:

(a) loss of revenue or anticipated revenue;

(b) loss of savings or anticipated savings;

(c) loss of business opportunity;

(d) loss of profits or anticipated profits;

(e) wasted expenditure; or

(f) any indirect or consequential losses.

9.3 Subject to this clause 9, Shakespeare’s Celebrations’ maximum aggregate liability in contract, tort (including negligence) or otherwise, however arising, under or in connection with these Conditions shall be limited to the amount of the Flags, Banners and Friends Sponsorship Fee paid under or pursuant to these Conditions (the Cap), always provided that where any sums are refunded to the Flags, Banners and Friends Sponsor pursuant to clause 13 the Cap shall be reduced by the amount of such refund.

9.4 Stratford-on-Avon District Council shall not be liable in contract, tort or otherwise, however arising in connection with the Parade.

10. INTELLECTUAL PROPERTY RIGHTS

10.1 Shakespeare’s Celebrations and the Flags, Banners and Friends Sponsor acknowledge as follows:

(a) all rights in the Flags, Banners and Friends Sponsor’s Marks, including any goodwill associated with them, shall be the sole and exclusive property of the Flags, Banners and Friends Sponsor, and, save as expressly provided in 11

clause 2.4, Shakespeare’s Celebrations shall not acquire any rights in the Flags, Banners and Friends Sponsor’s Marks, nor in any developments or variations of them;

(b) all rights in Shakespeare’s Celebrations’ Marks, including any goodwill associated with them, shall be the sole and exclusive property of Shakespeare’s Celebrations and, save as expressly provided in clause 2.1(a), the Flags, Banners and Friends Sponsor shall not acquire any rights in Shakespeare’s Celebrations’ Marks, including any developments or variations of them;

10.2 All Intellectual Property Rights in and to any materials produced for the Event by or on behalf of Shakespeare’s Celebrations or jointly by Shakespeare’s Celebrations and the Flags, Banners and Friends Sponsor shall, with the exception of the Flags, Banners and Friends Sponsor’s Marks, be the sole and exclusive property of Shakespeare’s Celebrations and if the Flags, Banners and Friends Sponsor acquires, by operation of law, title to any such Intellectual Property Rights it shall assign them to Shakespeare’s Celebrations on request, whenever that request is made.

11. INSURANCE

11.1 The Flags, Banners and Friends Sponsor confirms that it shall arrange a comprehensive insurance policy, at its sole cost, for the following:

(a) public liability at the Venue during the course of the Event, in respect of the Flags, Banners and Friends Sponsor’s Products and any other materials or goods owned or controlled by the Flags, Banners and Friends Sponsor, which, in respect of any individual claim is not less than £5,000,000.00 (five million pounds);

(b) loss, theft or damage to any of the Flags, Banners and Friends Sponsor’s Products or other materials or goods owned or controlled by the Flags, Banners and Friends Sponsor; and

(c) to cover any loss, damage or claim arising directly or indirectly by the public’s use of the specific product or services being promoted by the Flags, Banners and Friends Sponsor, together with all other goods or services associated with the Flags, Banners and Friends Sponsor’s Marks.

11.2 Stratford-upon-Avon Town Council alone confirms that it will take out a comprehensive insurance policy for the Parade, including adequate public liability insurance for injury or death of any participants, performers or spectators.

12. EVENT CANCELLATION

Stratford-upon-Avon Town Council reserves the right to cancel the Parade for any reason (including, without limitation, by reason of a Force Majeure Event). 12

Shakespeare’s Celebrations shall notify the Flags, Banners and Friends Sponsor of the cancellation as soon as possible. The parties agree that:

(a) Shakespeare’s Celebrations shall not be in breach of these Conditions by virtue of that cancellation or abandonment;

(b) on Shakespeare’s Celebrations notifying the Flags, Banners and Friends Sponsor of such cancellation these Conditions shall automatically terminate and the provisions of clause 15 shall apply, save that the Flags, Banners and Friends Sponsor shall have the right to negotiate a reduction in the Flags, Banners and Friends Sponsorship Fee in accordance with clause 13.

13. RIGHT OF NEGOTIATION OF REDUCTION

13.1 Without prejudice to the other rights of the Flags, Banners and Friends Sponsor under these Conditions, the parties agree to negotiate a reasonable reduction and, where applicable, refund of the Flags, Banners and Friends Sponsorship Fee to reflect any material restriction in the benefit or value of the Flags, Banners and Friends Sponsorship Rights to the Flags, Banners and Friends Sponsor, including if any of the following events occurs during the Term:

(a) any change in any laws or regulatory provisions which has an adverse impact on the value of the Flags, Banners and Friends Sponsorship Rights; or

(b) cancellation of the Event for any reason including as a result of a Force Majeure Event.

13.2 The Flags, Banners and Friends Sponsor shall notify Shakespeare’s Celebrations within 30 Business Days from the occurrence of an event (if a specific event or otherwise as soon as practicable) that the Flags, Banners and Friends Sponsor wishes to obtain a reduction and/or refund of the Flags, Banners and Friends Sponsorship Fee. Shakespeare’s Celebrations and the Flags, Banners and Friends Sponsor shall negotiate in good faith to agree an appropriate reduction and/or refund to reflect the reduced value of the Flags, Banners and Friends Sponsorship Rights as a result of the occurrence of an event. If the parties are unable to agree a reduction and/or refund within 30 Business Days of the Flags, Banners and Friends Sponsor’s notice of the relevant event, the parties shall refer the matter to an Expert for resolution in accordance with this clause 13.

13.3 The parties shall agree on the appointment of an independent Expert and shall agree with the Expert the terms of his appointment.

13.4 If the parties are unable to agree on an Expert or the terms of his appointment within seven days of either party serving details of a suggested Expert on the other, either party shall then be entitled to request the Centre for Effective Dispute Resolution 13

(CEDR) to appoint an appropriate Expert and for CEDR to agree with the Expert the terms of his appointment.

13.5 The Expert is required to prepare a written decision and give notice (including a copy) of the decision to the parties within a maximum of three months of the matter being referred to the Expert.

13.6 If the Expert dies or becomes unwilling or incapable of acting, or does not deliver the decision within the time required by this clause then:

(a) either party may apply to CEDR to discharge the Expert and to appoint a replacement Expert with the required expertise; and

(b) this clause applies in relation to the new Expert as if he were the first Expert appointed.

13.7 The parties are entitled to make submissions to the Expert including oral submissions and will provide (or procure that others provide) the Expert with any assistance and documents as the Expert reasonably requires for the purpose of reaching a decision.

13.8 To the extent not provided for by this clause, the Expert may, in his reasonable discretion, determine any other procedures to assist with the conduct of the determination as he considers just or appropriate.

13.9 Each party shall, with reasonable promptness, supply the other with all information and give the other access to all documentation and personnel as the other party reasonably requires to make a submission under this clause.

13.10 The Expert shall act as an expert and not as an arbitrator. The Expert shall determine a sum representing a reasonable reduction or, where applicable, a refund of the Flags, Banners and Friends Sponsorship Fee. The Expert’s determination may include any issue involving the interpretation of any provision of these Conditions, his jurisdiction to determine the matters and issues referred to him or his terms of reference. The Expert’s written decision on the matters referred to him shall be final and binding on the parties in the absence of manifest error or fraud.

13.11 Each party shall bear its own costs in relation to the reference to the Expert. The Expert’s fees and any costs properly incurred by him in arriving at his determination (including any fees and costs of any advisers appointed by the Expert) shall be borne by the parties equally or in any other proportions as the Expert shall direct.

13.12 All matters concerning the process and result of the determination by the Expert shall be kept confidential among the parties and the Expert to the extent permitted by law. 14

13.13 Any reduction or refund of the Flags, Banners and Friends Sponsorship Fee agreed pursuant to clause 13.2 or determined to be due by an Expert in accordance with clause 13.5 shall be payable within 30 days of that agreement or determination or on any dates as agreed by the parties in writing.

14. TERMINATION

14.1 Without affecting any other right or remedy available to it, either party may terminate the contract including these Conditions with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of these Conditions which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 10 Business Days after being notified in writing to do so. However, this 10 Business Day period will be reduced to three Business Days if Shakespeare’s Celebrations calls upon the Flags, Banners and Friends Sponsor to remedy the breach during, or within, the 10 Business Day period before the Event begins;

(b) the other party repeatedly breaches these Conditions in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect these Conditions;

(c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 OR (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 OR (being a partnership) has any partner to whom any of the foregoing apply;

(d) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(f) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company); 15

(g) the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;

(h) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

(i) the other party (being an individual) is the subject of a bankruptcy petition or order;

(j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;

(k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 14.1(c) to clause 14.1(j) (inclusive);

(l) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or

(m) the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation; or

(n) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010); or

(o) any warranty given by the other party in these Conditions is found to be untrue or misleading.

14.2 For the purposes of clause 14.1(a), material breach means a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which the terminating party would otherwise derive from:

(a) a substantial portion of these Conditions; or

(b) any of the obligations set out in clause 5 or clause 6.

over the term of these Conditions. In deciding whether any breach is material no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding.

15. CONSEQUENCES OF TERMINATION

15.1 On termination or expiry of the contract including these Conditions:

(a) the Flags, Banners and Friends Sponsorship Rights granted by Shakespeare’s Celebrations to the Flags, Banners and Friends Sponsor 16

under these Conditions shall immediately terminate and revert to Shakespeare’s Celebrations;

(b) following termination of the Flags, Banners and Friends Sponsorship Rights and their reversion to Shakespeare’s Celebrations the Flags, Banners and Friends Sponsor shall not exercise the Flags, Banners and Friends Sponsorship Rights or use or exploit (directly or indirectly) its previous connection with Shakespeare’s Celebrations or the Event;

(c) within 120 days after the date of termination, the Flags, Banners and Friends Sponsor shall destroy or, if Shakespeare’s Celebrations shall so elect, deliver to Shakespeare’s Celebrations or any other person designated by Shakespeare’s Celebrations, at the Flags, Banners and Friends Sponsor’s expense, all Flags, Banners and Friends Sponsor’s Event Materials in its possession or control;

(d) each party shall promptly return to the other any property of the other within its possession or control;

(e) each party shall pay to the other any sums that are outstanding and to be accounted for under these Conditions;

(f) the following clauses shall continue in force: clause 1 (Definitions and interpretation), clause 8 (Indemnities), clause 9 (Limitation of liability), clause 12 (Event cancellation), clause 15 (Consequences of termination), clause 17 (Confidentiality) and clause 20 (Set-off) to clause 29 (Governing law and jurisdiction).

15.2 Termination or expiry of the contract including these Conditions shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

16. FORCE MAJEURE

16.1 Force Majeure Event means any circumstance not within a party’s reasonable control including, without limitation:

(a) acts of God, flood, drought, earthquake or other natural disaster;

(b) epidemic or pandemic;

(c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;

(d) nuclear, chemical or biological contamination or sonic boom;

(e) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition; 17

(f) collapse of buildings, fire, explosion or accident; and

(g) interruption or failure of utility service.

16.2 Provided it has complied with clause 16.4 and subject to clause 12, if a party is prevented, hindered or delayed in or from performing any of its obligations under these Conditions by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of these Conditions or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

16.3 The corresponding obligations of the other party will be suspended, and its time for performance of such obligations extended, to the same extent as those of the Affected Party.

16.4 The Affected Party shall:

(a) as soon as reasonably practicable after the start of the Force Majeure Event, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement; and

(b) use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.

16.5 If the Force Majeure Event prevents, hinders or delays the Affected Party’s performance of its obligations for a continuous period of more than 3 weeks, the party not affected by the Force Majeure Event may terminate the contract including these Conditions by giving 2 weeks’ written notice to the Affected Party.

17. CONFIDENTIALITY

The Supplier shall keep confidential all information belonging to or provided by the

Authority in connection with this contract and shall not further use or disclose it to

any third party without the express consent of the Authority or except to the extent permitted by law.

18. VALUE ADDED TAX

All sums payable under these Conditions are exclusive of any VAT that may be payable by either party.

19. INTEREST

If a party fails to make any payment due to the other party under these Conditions by the due date for payment, then, without limiting the other party’s remedies under 18

clause 14, the defaulting party shall pay interest on the overdue amount at the rate of 4% per annum above HSBC PLC’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The defaulting party shall pay the interest together with the overdue amount.

20. SETOFF

All amounts due under these Conditions shall be paid by the Flags, Banners and Friends Sponsor to Shakespeare’s Celebrations in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

21. NO PARTNERSHIP OR AGENCY

21.1 Nothing in these Conditions is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

21.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

22. THIRD PARTY RIGHTS

22.1 Except as expressly provided in clause Error! Reference source not found.,] a person who is not a party to these Conditions shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Conditions.

22.2 The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under these Conditions are not subject to the consent of any other person.

23. VARIATION

No variation of these Conditions shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

24. ASSIGNMENT AND OTHER DEALINGS

These Conditions are personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under the contract including these Conditions. 19

25. WAIVER

No failure or delay by a party to exercise any right or remedy provided under these Conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

26. SEVERANCE

26.1 If any provision or part-provision of these Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Conditions.

26.2 If any provision or part-provision of these Conditions is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

27. ENTIRE AGREEMENT

27.1 These Conditions and the form attached to these Conditions constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

27.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Conditions. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in these Conditions.

28. NOTICES

28.1 Any notice given to a party under or in connection with this contract shall be in writing and shall be:

(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(b) sent by fax to its main fax number. 20

28.2 Any notice shall be deemed to have been received:

(a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;

(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.

(c) if sent by fax, at 9.00 am on the next Business Day after transmission.

28.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. For the purposes of this clause, “writing” shall not include e-mail.

29. GOVERNING LAW

These Conditions and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

30. JURISDICTION

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the contract including these Conditions or its subject matter or formation (including non-contractual disputes or claims). 21 22

Schedule 1 Event Marks

SHAKESPEARES CELEBRATIONS MARKS


SBC LOGO MASTER