1. DEFINITION
“The Principal” refers to Northstar Travel Media Singapore Pte. Ltd. and;
“The Sponsor” or “The Partner” refers to the Company undertaking the Sponsorship/ Partnership Agreement with “The Principal”.
2. SPONSORSHIP COMMITMENTS
In consideration of mutual covenants herein contained and for other valuable consideration, both parties agree to abide by the terms and conditions of the Agreement as follows: –
3. TERMS & CONDITIONS OF AGREEMENT
3.1. If, for any reason beyond the control of the Principal, an Event is cancelled at any time, the Principal shall refund to the Sponsor one hundred (100%) of the cash Contribution that has been paid toward the Principal and the Sponsor will be relieved of all other responsibilities under this agreement. In the event that an Event is postponed or the venue of the Event is changed, the Principal shall credit the sponsorship amounts to a future event organized by WiT of the Sponsor’s choice (up to the value of the cash Contribution paid by the Sponsor in respect of the Event).
3.2. The Principal shall not assign, transfer or charge or purport to assign, transfer or charge this Agreement or any of its rights or obligations thereunder or any part thereof without the express written consent of the Sponsor. The Sponsor may assign its rights or obligations under this Agreement or any part thereof to any of its affiliates or related corporations (the consent of the Principal to such transfer being hereby irrevocably given).
3.3. No amendment to this Agreement, for whatever reason, shall be of any force or effect, unless it is reduced to writing with reference to this Agreement and signed by a duly authorised officer or representative of each of the parties.
3.4. Entire Agreement. This Agreement represents the entire agreement between the parties, and supersedes any previous communications, representations or agreements in respect to the subject matter thereof. No change, addition or modification of any part of the terms or conditions herein shall be valid or binding on either party unless in writing and signed by an authorized representative of both parties.
3.5. A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce any term of this Agreement.
3.6. This Agreement may be executed in any number of counterparts and by the different parties on separate counterparts, each of which when executed and delivered shall constitute an original, but all of which together shall constitute one and the same instrument.
3.7. Nothing in this Agreement shall create, constitute or evidence any partnership, joint venture, agency, trust or employer/ employee relationship between the parties, and a party may not make or allow to be made, any representation that any such relationship exists between the parties. A party shall not have the authority to act for, or to incur any obligation on behalf of, the other party, except as expressly provided for in this Agreement.
3.8. Intellectual Property. The Sponsor shall retain all rights, title and interest throughout the world, in its Intellectual Property. The Principal shall have no right to use the Sponsor’s Intellectual Property without the Sponsor’s prior written consent and any use authorized by the Sponsor shall be strictly for purposes of this Agreement and in accordance with the terms herein or as approved by the Sponsor in writing from time to time. The Principal shall take all responsible steps to protect the rights of the Sponsor in and to such Intellectual Property. After the completion of this Agreement, the Principal’s authority to use or otherwise deal with the Sponsor’s Intellectual Property shall automatically cease and the Principal shall stop using such Intellectual Property. All such Intellectual property shall be returned to the Sponsor or upon expiry or termination of this Agreement in good order and condition. “Intellectual Property” means all intellectual and industrial property rights throughout the world, existing under statute at common law or equity, and whether subsisting now or in the future, including but not limited to, patents and patent applications, trademarks and service marks (whether registered or pending registration), trade names, Internet domain names, logos, designs, slogans, photographs, drawings, print, copyrights, software, technology, trade secrets, information and other Confidential information as defined below in Clause 3.9, know-how, proprietary processes, inventions, formulae, algorithms, models and methodologies, rights of privacy and publicity, and license agreements relating to any of the foregoing, and general intangibles of like nature, together with all goodwill related to the foregoing, including all renewals, extensions and restorations thereof.
3.9. Confidentiality. The parties acknowledge and accept that all materials provided to the receiving party by the disclosing party for the purpose of fulfilling the terms and conditions of this Agreement are to be considered confidential and proprietary to the disclosing party (“Confidential Information”). The receiving party shall not use materials and information provided by the disclosing party in any way other than that stipulated in this Agreement and in the course of fulfilling its contractual obligations and in accordance to the specific instructions of the disclosing party unless with the specific prior written permission of the disclosing party. The receiving party understands that disclosure of information, materials and Intellectual Property, as defined above in Clause 3.8, belonging to the disclosing party shall be allowed only to its officers, directors or employees strictly on a need-to-know basis and solely in order to facilitate the fulfillment of specific instructions by the disclosing party. The receiving party shall ensure that its employees, agents or subcontractors do not use (other than for the purpose of performing the receiving party’s obligations under this Agreement) or disclose to any person such Confidential Information obtained from the disclosing party except for the information which has been made available to the public. The receiving party shall only use materials and information provided by the disclosing party for the purpose of fulfilling the receiving party’s obligations under this Agreement and shall use all materials and information provided by the disclosing party in accordance with the instructions of the disclosing party.
3.10. Indemnification. If the Sponsor, or any of the Sponsor’s agents, employees, invitees or guests (a) is alleged to have committed any act or omission, directly or through one or more of its officers, directors, employees, agents or representatives, constituting negligence or willful misconduct relating to its performance under this Agreement or participation in the Event, or (b) breaches any of its obligations, representations, warranties or covenants herein, or (c) violates, or allegedly violates any rule, law or regulation applicable to it, then Sponsor shall indemnify, defend on a current basis, and hold harmless the Principal, the Venue and Venue management, and their respective officers, directors, employees, agents, affiliates and attorneys, and their respective service contractors, successors and assigns (each, an “Indemnitee”), from and against any judgment, loss, damage, cost, or expense, and other liabilities, together with all reasonable costs and expenses related thereto, including (without limitation) reasonable legal and accounting fees and expenses. The covenants contained in this Clause 3.10 shall be continuing and shall survive the expiration or termination of this Agreement.
3.11. Governing Law and Jurisdiction. This Agreement shall be governed by the laws of SINGAPORE and both parties agree to submit to the non-exclusive jurisdiction of the courts of SINGAPORE.
