Sponsorship Agreement for National Philatelic Exhibitions

DATED 9 July 2007

PARTIES
  1. New Zealand Post Limited (“New Zealand Post”)
  2. The New Zealand Philatelic Federation, Inc. (“Federation”)
1.
AGREEMENT INTENT
New Zealand Post agrees to sponsor national philatelic exhibitions as approved by the Federation on the terms and conditions set out in this agreement. The purpose of the sponsorship is to promote philately to non-collectors and collectors alike.The parties agree as follows:
2.
SPONSORSHIP
2.1 New Zealand Post agrees to sponsor national philatelic exhibitions organised by the Federation’s members. Sponsorship for any particular exhibition is at the sole discretion of New Zealand Post. The decision to sponsor will be made based on the type of exhibition the Federation has approved and the agreement of the recipient to sign a standard exhibition contract (see Annex) with New Zealand Post and meet the terms of that sponsorship contract.
2.2 New Zealand Post will not support any national exhibition unless said exhibition has been granted patronage by the Federation. Such approval of patronage will be notified to New Zealand Post under the signature of the President and Secretary of the Federation. In all cases the responsibility for seeking and acquiring Federation patronage for the exhibition lies solely with the exhibition organisers.
2.3 If New Zealand Post decides to sponsor an exhibition, the exhibition sponsorship fee will be based on the number of competitive frames at the exhibition. A competitive frame being defined as 16 standard pages (of approximately A4 size) of an exhibit which is competing for an award in one of the national philatelic classes defined by the Federation in their Regulations for National Exhibitions.

  1. If the exhibition exceeds 350 frames (Class A exhibition) –
    sponsorship of $16,000 (including GST)
  2. If the exhibition exceeds 250 frames (Class B exhibition) –
    sponsorship of $10,000 (including GST)
  3. If the exhibition exceeds 100 frames (Class C exhibition) –
    sponsorship of $4,000 (including GST)
2.4 New Zealand Post has first right of refusal to sponsor any national philatelic exhibition granted patronage by the Federation. The Federation will ensure that this right is made a condition of the Federation’s approval of patronage.
2.5 The exhibition sponsorship contract, (see Annex), is to be signed by New Zealand Post and the organizers of each national philatelic exhibition in New Zealand, i.e. those exhibitions granted patronage by the Federation. Provided that New Zealand Post agrees to sponsor the specific national exhibition, the Federation will ensure that the agreement to and signing of the exhibition contract is made a condition of the Federation’s approval of patronage for that exhibition.
2.6 Variations and modifications to the standard exhibition sponsorship contract will be discussed and agreed between New Zealand Post and the Federation.
2.7 New Zealand Post’s total annual sponsorship fee for exhibitions covered by this agreement will not exceed $20,000 in any one New Zealand Post financial year (12 months July to June). The Federation undertakes to be selective in approving national exhibitions so that this limit is not exceeded. Exceptional cases are to be discussed with New Zealand post in advance of approval.
2.8 New Zealand Post also agrees to sponsor a Grand Award for each exhibition, the value of which must be agreed in advance by New Zealand Post and the exhibition organizing committee. These costs would form part of the maximum amount of New Zealand Post’s Sponsorship, i.e. within the total sponsorship per year of $20,000.
2.9 New Zealand Post reserves the right to increase its level of support where the proposed exhibition(s) is/are of special interest to New Zealand Post or for any other reason.
2.10 Any sponsorship fee for a sponsored exhibition will be paid by New Zealand Post to the New Zealand National Philatelic Trust with a letter indicating what the fee is to be used for. The exhibition organizing committee may apply to the New Zealand National Philatelic Trust to receive the funds after certifying to the Trust the number of competitive frames which have been approved by the exhibition committee.
3.
TERM
3.1 This initial term of this sponsorship agreement is five years with automatic renewal unless terminated by either party.
4.
TERMINATION FOR CAUSE
4.1 Immediate termination by New Zealand Post: New Zealand Post may terminate this Agreement with immediate effect by written notice if:
4.1.1 the Federation breaches this agreement and does not rectify the situation within any time frame reasonably specified by New Zealand Post in writing;
4.1.2 the Federation enters into a composition with its creditors, is declared bankrupt, goes into liquidation, or a receiver, or a receiver and manager, or statutory manager is appointed in respect of it; or
4.1.3 New Zealand Post becomes aware of any circumstances in relation to the Federation which might, in the reasonable opinion of New Zealand Post, damage the reputation of New Zealand Post.
4.2 Immediate termination by the Federation: The Federation may terminate this Agreement with immediate effect by written notice if:
4.2.1 New Zealand Post breaches this agreement, and New Zealand Post does not rectify the situation within a reasonably timeframe specified by the Federation in writing; or
4.2.2 New Zealand Post enters into a composition with its creditors, is declared bankrupt, goes into liquidation, or a receiver, or a receiver and manager, or statutory manager is appointed in respect of it.
5.
TERMINATION ON NOTICE:
5.1 Either party may terminate this agreement at any time by giving 6 (six) months notice to the other party. In all circumstances, if New Zealand Post has agreed to sponsor a specific exhibition, that commitment will be honoured.
6.
GENERAL
6.1 Variations: any variation to this sponsorship agreement, including variations to the standard exhibition contract (see Annex), must be in writing and signed by New Zealand Post and the New Zealand Philatelic Federation.

The agreement was signed by New Zealand Post and the New Zealand Philatelic Federation on 9 July, 2007. The Federation’s copy of the original is filed in the Federation minutes book.


 

Annex to the Sponsorship Agreement for National Philatelic Exhibitions

Sponsorship Agreement for a New Zealand National Philatelic Exhibition

DATED _________________

PARTIES
  1. New Zealand Post Limited (“New Zealand Post”)
  2. The stamp collecting club or exhibition organising committee responsible for a national exhibition which has been granted patronage by the New Zealand Philatelic Federation (“Recipient”) – refer Schedule 3.

Agreement intent:

New Zealand Post has agreed to sponsor the Recipient and the Recipient has agreed to provide the Sponsorship Benefits, on the terms and conditions set out in this Agreement. The purpose of the sponsorship is to promote philately to non-collectors and collectors alike.

The parties agree as follows:

 1.
DEFINITIONS AND INTERPRETATION
 1.1 Definitions: In this Agreement, unless the context otherwise requires:
Business Day” means any day other than a Saturday, Sunday or public holiday in Wellington.
Competitive Frames“: a competitive frame is defined as 16 standard pages (of approximately A4 size) of an exhibit which is competing for an award in one of the national philatelic classes defined by the Federation in their Regulations for National Exhibitions.
Confidential Information” includes all information of any kind or form provided by or on behalf of New Zealand Post in connection with the Exhibition, or concerning New Zealand Post or any related company (as defined in the Companies Act 1993) of it, but does not include information which:

  1. was, at the time the information was provided, available to the general public;
  2. becomes, at a later date, available to the general public (other than as a result of a breach of this Agreement) and then only after the later date;
  3. the Recipient can show (i) was in its possession before the information was provided by or on behalf of New Zealand Post or (ii) was developed independently by the Recipient without reference to the information provided by or on behalf of New Zealand Post; or
  4. was disclosed to the Recipient on a non-confidential basis by a third party who has the lawful right to disclose the information to the Recipient.

Exhibition” means the Exhibition set out in Schedule 1.
Fee” means the fee set out in Schedule 1.
GST” means goods and services tax chargeable under the Goods and Services Tax Act 1985.
Intellectual Property” includes copyright, all rights conferred under statute, common law or equity in relation to inventions (including patents), registered and unregistered trade marks (including names, labels, get-up, colour schemes, logos, patterns or other identifying marks), registered and unregistered designs, circuit layouts, proprietary and other software, Confidential Information, trade secrets, and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields, together with all right, interest, or licence in or to any of the foregoing.
Sponsorship Benefits” means the benefits set out in Schedule 1.

 1.2 Interpretation: In this Agreement, unless the context otherwise requires:

  1. references to clauses and schedules are references to clauses of and schedules to this Agreement;
  2. the headings to clauses shall be ignored in construing this Agreement;
  3. the plural includes the singular and vice versa;
  4. any party to this Agreement includes its successors and permitted assignees and transferees;
  5. a statute includes that statute as amended and includes any statute replacing that statute, and any regulations, orders in council and other instruments issued or made under that statute;
  6. the word including and other similar words do not imply any limitation;
  7. a person includes any individual, firm, corporation, association of persons (corporate or not), trust, government department or municipal authority (in each case whether or not having separate legal personality);
  8. derivatives of any defined word or term shall have a corresponding meaning;
  9. a reference to any document or agreement includes a reference to any document or agreement as amended, novated or replaced;
  10. a reference to a time of the day is to New Zealand time; and
  11. an obligation not to do something includes an obligation not to suffer, permit or cause that thing to be done.
 2.
TERM
 2.1 Term: This Agreement will commence and end on the dates set out in Schedule 1, unless terminated earlier in accordance with this Agreement.
 3.
SPONSORSHIP
 3.1 New Zealand Post agrees to sponsor the national philatelic Exhibition having New Zealand Philatelic Federation patronage organised by the Recipient. The sponsorship Fee will be as set out in Schedule 1.
 3.2 If New Zealand Post agrees to sponsor an Exhibition, its obligations, and the Recipient’s obligations, will be as set out in Schedule 2.
 4.
EXCLUSIVITY
 4.1 Exclusivity: The Recipient may not involve other sponsors in the Exhibition that are engaged in a similar industry to New Zealand Post (any form of postal, mail carriage and delivery services in New Zealand) or, in New Zealand Post’s view, do not complement the New Zealand Post brand. New Zealand Post reserves the right to reject other sponsors for whatever reason. The Recipient must ensure that such other sponsor’s rights will be subject to the restrictions, if any, set out in Schedule 1 or Schedule 2.
 5.
TERMINATION
Should the exhibition sponsorship be terminated for any reason, the party initiating termination is to notify the New Zealand Philatelic Federation of this.
 5.1 Immediate termination by New Zealand Post: New Zealand Post may terminate this Agreement with immediate effect by written notice if:

  1. the Recipient breaches this Agreement, fails or is unable to provide the Sponsorship Benefits, or is negligent in the performance of the Sponsorship Benefits, and does not rectify the situation within any time frame reasonably specified by New Zealand Post in writing;
  2. the Recipient enters into a composition with its creditors, is declared bankrupt, goes into liquidation, or a receiver, or a receiver and manager, or statutory manager is appointed in respect of it; or
  3. New Zealand Post becomes aware of any circumstances in relation to the Recipient and/or the Exhibition which might, in the reasonable opinion of New Zealand Post, damage the reputation of New Zealand Post.
5.2 Immediate termination by the Recipient: The Recipient may terminate this Agreement with immediate effect by written notice if:

  1. New Zealand Post breaches this Agreement, and New Zealand Post does not rectify the situation within any time frame reasonably specified by the Recipient in writing; or
  2. New Zealand Post enters into a composition with its creditors, is declared bankrupt, goes into liquidation, or a receiver, or a receiver and manager, or statutory manager is appointed in respect of it.
  3. The Recipient decides for any reason that the planned Exhibition will not be held.
 5.3 Termination on notice: Either party may terminate this Agreement at any time by giving 3 (three) months notice to the other party. Once New Zealand Post has agreed to sponsor the Exhibition, that financial commitment will be honoured.
 5.4 Refund of Fee: If this Agreement is terminated by either party prior to the End Date, then:

  1. if the Fee has been paid to the Recipient in one amount, the Recipient will refund to New Zealand Post the portion of that amount that is proportionate to the unexpired term of the Agreement; or
  2. if the Fee has been paid to the Recipient in instalments, the Recipient will refund to New Zealand Post the portion of the last instalment paid prior to termination of the Agreement that is proportionate to the unexpired period covered by that instalment,
  3. if the Recipient decides for any reasons that the planned Exhibition will not be held, the Fee and the Grand Award, if relevant, will be returned to New Zealand Post and no further amounts will be payable by New Zealand Post to the Recipient under this Agreement. If all or part of the Fee to be refunded, has not yet been paid out to the Recipient by the New Zealand National Philatelic Trust, the Trust will return the Fee to New Zealand Post.
 5.5 Return of New Zealand Post property: On termination of this Agreement, the Recipient will return all property and funds that belong to New Zealand Post, including any New Zealand Post promotional and publicity material.
 6.
RELATIONSHIP OF PARTIES
 6.1 Authority to act: Except as approved by New Zealand Post in writing, the Recipient will have no authority to act for or incur any obligation on behalf of New Zealand Post, and will not make any representation of having such authority.
 7.
CONFIDENTIALITY
 7.1 Use of Confidential Information: The Recipient will use the Confidential Information solely for the purposes of this Agreement and will not use the Confidential Information to procure any commercial advantage over New Zealand Post.
 7.2 Confidentiality: The Recipient will not disclose the Confidential Information to any person, except:

  1. with New Zealand Post’s prior written consent;
  2. to its officers, employees and advisers to the extent necessary for the purposes of this Agreement (provided that the Recipient is wholly responsible for all acts and omissions of its officers, employees and advisers concerning any Confidential Information disclosed to them); or
  3. if required to do so by law or the rules of any stock exchange (provided that the Recipient will use all reasonable endeavours to notify New Zealand Post prior to making that disclosure).
7.3 Return of Confidential Information: The Recipient will return to New Zealand Post or, at New Zealand Post’s option, destroy and confirm in writing the destruction of all records and copies of the Confidential Information held by the Recipient, its officers, employees or advisers (in any form) immediately on New Zealand Post’s request, provided that the Recipient will not have to return or destroy Confidential Information that the Recipient is required to retain by law or the rules of any stock exchange.
7.4 Security measures: The Recipient will at all times maintain adequate security measures to prevent the Confidential Information being used or disclosed other than as permitted by this Agreement.
8.
INTELLECTUAL PROPERTY
8.1 Use of Intellectual Property: Neither party may use the other party’s Intellectual Property unless the nature and extent of the use has been approved in writing by the other party.
8.2 Existing Intellectual Property: All Intellectual Property owned by New Zealand Post or the Recipient prior to the date of this Agreement will remain the property of that party.
8.3 Confidential Information: All Confidential Information provided by New Zealand Post, and any Intellectual Property in it, remains the property of New Zealand Post.
9.
INDEMNITY
9.1 Indemnity: The Recipient will indemnify and hold New Zealand Post harmless against all costs, losses and expenses (properly sustained or incurred by it directly or indirectly) as a result of claims, actions, suits, judgments, damages, penalties, obligations or liabilities it incurs to any third party in relation to, or in connection with, this Agreement.
10.
GENERAL
10.1 Variations: Any variation to this Agreement must be in writing and receive signed approval by the recipient, New Zealand Post and the New Zealand Philatelic Federation.
10.2 Assignment: The Recipient may not assign this Agreement or any rights or obligations under this Agreement, without New Zealand Post’s prior written consent.
10.3 No waiver: Neither party is deemed to have waived any right under this Agreement unless the waiver is in writing. A failure to exercise or delay in exercising any right will not operate as a waiver of that right. Any such waiver will not constitute a waiver of any subsequent or continuing right or of any other provision of this Agreement.
10.4 Costs: Each party will bear its own costs in relation to the preparation of this Agreement. The Recipient will bear all costs in relation to its use of the Confidential Information and/or the Intellectual Property and in complying with its obligations under this Agreement.
10.5 Notices: Any notice that is required to be given by either party under this Agreement must be in writing and sent to the other party’s address set out in Schedule 3 (or such other address advised by the other party by written notice). A notice is deemed to have been received by the other party:

  1. if delivered personally, when delivered;
  2. if posted, three Business Days after the day of posting;
  3. if faxed, on production of a transmission report by the sender’s fax machine of transmission in full to the other party’s fax machine; and
  4. if emailed, at the time the sender receives an acknowledgement of receipt of delivery from the other party’s email address or (if earlier) at the end of two Business Days after the day the email was sent, unless a notice of non-delivery is received by the sender, provided that if any communication is received after 5.00pm on a Business Day or on a day which is not a Business Day, it will be deemed to have been received on the next Business Day.
10.6 Law: This Agreement is governed by New Zealand law.

SCHEDULE 1 – SPONSORSHIP AND SPONSORSHIP BENEFITS

1.
TERM:
This agreement will commence on _____ and will end at the close of the last day of the Exhibition unless otherwise agreed (“end date”), unless terminated earlier in accordance with this Agreement.
2.
EXHIBITION:
To qualify as a national philatelic exhibition under the terms of this contract, the Recipient must apply for and obtain the patronage of the New Zealand Philatelic Federation for the exhibition and this granting of patronage must be communicated to New Zealand Post in writing by the New Zealand Philatelic Federation. In all cases the “class” of any proposed Exhibition will be determined by the New Zealand Philatelic Federation
3.
FEE:
  1. The Fee for this sponsorship will be based on the number of Competitive Frames(a frame being 16 standard pages).

    1. If the exhibition exceeds 350 frames (Class A exhibition) – sponsorship of $16,000 (including GST)
    2. If the exhibition exceeds 250 frames (Class B exhibition) – sponsorship of $10,000 (including GST)
    3. if the exhibition exceeds 100 frames (Class C exhibition) – sponsorship of $4,000 (including GST)
  2. It is expected that whilst agreement for the sponsorship may be given up to 2 years ahead of the exhibition, payment will only be made in the New Zealand Post financial year of the exhibition but before the date of the exhibition.
  3. New Zealand Post reserves the right to increase its level of support where the proposed Exhibition is of special interest to New Zealand Post or for any other reason.
  4. Any fee will be paid by New Zealand Post to the New Zealand National Philatelic Trust with a letter indicating what the fee is to be used for. The exhibition organizing committee may apply to the New Zealand National Philatelic Trust to receive the funds after certifying to the Trust the number of competitive frames which have been approved by the exhibition committee.
4.
SPONSORSHIP BENEFITS:
  1. Naming rights: New Zealand Post will have exclusive naming rights to the Exhibition. The Exhibition shall be known as New Zealand Post XXXX in some agreed way and the Recipient will ensure that any references to the Exhibition will use that name.
  2. Creative input: New Zealand Post shall have the right to have creative input into any logos, images or slogans specific to the Exhibition. The parties must agree to a joint approach on the promotion of philately.
  3. Advertising, publicity and branding:
    1. Any use of the New Zealand Post name or logo must be approved by New Zealand Post in advance. The New Zealand brand, logo and guidelines on their usage will be provided to the Recipient.
    2. The Recipient will ensure that all promotional or advertising material, press releases or certificates connected to the Exhibition will feature:
      • New Zealand Post branding and logos in a prominent place; and
      • an acknowledgement that New Zealand Post is the main sponsor.
    3. New Zealand Post may refer to the Exhibition and/or its sponsorship of the Recipient in New Zealand Post’s advertising and publicity. New Zealand Post will ensure that any use of the name or logo of the Exhibition and/or reference to the sponsorship will be in accordance with any reasonable directives from the Recipient and will provide a copy of proposed external publicity and advertising to the Recipient.
    4. A sales stand at the Exhibition of an agreed size and in an agreed prominent position which exclusively positions New Zealand Post in a manner so as to clearly indicate New Zealand Post is the main sponsor.
    5. New Zealand Post will have speaking rights at the Exhibition.
    6. New Zealand Post will have naming rights to the dinner on the Saturday night or similar.
  4. Signage: It is expected that clear signage is used at the Exhibition by the Recipient to promote the fact that the Exhibition is being sponsored by New Zealand Post. If New Zealand Post is liable for costs relating to signage for an Exhibition then New Zealand Post will need to agree this in advance.
  5. Hospitality: New Zealand Post representatives will be entitled to attend the Exhibition. New Zealand Post will also be entitled to a certain number of tickets to the Exhibition, to be agreed by New Zealand Post and the Recipient prior to the Exhibition.
  6. Other benefits:
    1. The Recipient shall provide at the Exhibition an opportunity, if requested, for New Zealand Post forums at the exhibition.
    2. Each Exhibition is to allocate a single key spokesperson to liaise directly with a New Zealand Post nominated person on Exhibition and sponsorship matters.
    3. New Zealand Post retains the right to be supplied with a stand and/or frames at Exhibitions if requested.

SCHEDULE 2 – OBLIGATIONS UNDER THIS CONTRACT

1.
RECIPIENT’S OBLIGATIONS
The Recipient will:

  1. provide the Sponsorship Benefits, and any services incidental to the Sponsorship Benefits;
  2. use the Fee solely for the purposes of the promotion, administration and development of the Exhibition, and if asked to do so, supply New Zealand Post evidence to New Zealand Post’s satisfaction that the Fee has been used in accordance with this Agreement;
  3. ensure that it has a sponsorship liaison person available to New Zealand Post at all reasonable times;
  4. whenever New Zealand Post is to be referenced in any way in press releases, promotional and publicity material, provide a copy of the material to New Zealand Post for prior approval.
  5. carry out its obligations under this Agreement in a manner that enhances the reputation of New Zealand Post; and
  6. comply with all laws and advertising codes of practice relevant to the Exhibition and marketing of the Exhibition.
  7. ensure that no Exhibition specific product is generated by a third party, including Agents or dealers, without prior approval by New Zealand Post. If approval is given, funds must be generated from the sale of these products which support philately and the Recipient.
2.
NEW ZEALAND POST’S OBLIGATIONS
New Zealand Post will:

  1. pay the Fee to the Recipient via the New Zealand National Philatelic Trust if it has agreed to sponsor an Exhibition;
  2. ensure that it has a sponsorship liaison person available to the Recipient at all reasonable times;
  3. provide the Recipient the New Zealand Post logo in a form suitable to be applied to all promotional and publicity material relevant to the Exhibition;
  4. consider suggestions for special issues but reserve the sole right to all decisions on any philatelic product. New Zealand Post may produce a specific product such as a miniature sheet, overprints or souvenir folder for each and every Exhibition;
  5. assist the Recipient to promote Exhibitions with a mail out to an agreed area of the country. However, such assistance will be determined solely by New Zealand Post on a case by case basis and is dependent on New Zealand Post agreeing in advance to incur any cost associated with a mail out. Any information included in such a mail out must be prepared and paid for by the Exhibition organisers and must be of a size, quality and quantity determined by New Zealand Post; and
  6. exclusively sponsor a Grand Award, the value of which must be agreed in advance by New Zealand Post but shall not exceed $1,000 for Class A exhibitions and shall not exceed $500 for Class B or C exhibitions. The cost of the award forming part of the overall Sponsorship.

SCHEDULE 3 – CONTACT ADDRESSES

New Zealand Post

Delivery Address: Level 10, New Zealand Post House, 7 Waterloo Quay, Wellington

Postal Address: Private Bag 39990, Wellington 5054

Fax: [Insert fax number]

Email: [Insert email address]

Recipient

Legal Name of the exhibition organiser: [Insert name]

Delivery Address: [Insert address]

Postal Address: [Insert address]

Fax: [Insert fax number]

Email: [Insert email address]

EXECUTION

SIGNED for and on behalf of NEW ZEALAND POST LIMITED

 

Signature

Print name

Print title

 

SIGNED for and on behalf of:

Enter the name of the organization responsible for the exhibition

Signature Number 1

Print name

Print title

 

Signature Number 2

Print name

Print title