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ORGANISER AGREEMENT

THIS AGREEMENT iis made the day of 200

BETWEEN : FEDERATION AERONAUTIQUE INTERNATIONALE of Avenue Mon Repos 24, CH-1005 Lausanne, Switzerland ("FAI")

and : THE FAI [NAME of AIR SPORT] COMMISSIONof the same address

("The Commission")

and : NATIONAL AIRSPORT CONTROL of [ ] OR ITS DULY APPOINTED REPRESENTATIVE ("The Organiser")

WHEREAS :

  • (A) The FAI is the sole internationally recognised governing body for air sports worldwide and controls and owns all rights relating to the [Name of Event].
  • (B) The FAI [Name of Air Sport] Commission is the body within FAI responsible for the organisation of [Name of Discipline] events held under the auspices of the FAI.
  • (C) The Organiser has applied to the Commission to organise and stage the [Name of Event] In [year], commencing on [date] and ending on [date] ("the Sporting Event") and the Commission has agreed to appoint the Organiser to organise and stage the Sporting Event.

NOW IT IS HEREBY AGREED as follows :

1. APPOINTMENT

FAl hereby grants to the Organiser the sole and exclusive right and sanction to stage, organise, promote and to retain a share of the profits (as laid out In Schedule 1) generated from the exploitation of the Rights (as defined In Schedule 4) relating to the Sporting Event upon the terms and conditions set out in this Agreement and its Schedules.

2. CONSIDERATION

In consideration of FAl granting to the Organiser the right to exploit the Rights the Organiser shall pay to FAl for the use of the Commission the consideration set out in clause 3.2 of Schedule 1, give the undertakings, perform the obligations and comply with the terms and conditions set out In the attached Schedules.

3. STAGING

  • 3.1 The Organiser shall observe and enforce all provisions contained in the FAI Statutes, By-Laws and Sporting Code (General Section and Section [ ]) and such other regulations as FAl or the Commission may from time to time produce.
  • 3.2 The Commission may, should it elect to do so, appoint an individual or body to advise the Organiser on behalf of the Commission, ("the Technical Delegate") on all technical and administrative aspects of the Championship, on behalf of the Commission at any stage in the organisation of the Event. The Organiser agrees to accept the reasonable recommendations of the Technical Delegate.

4. INDEMNITY

The Organiser agrees to indemnify FAI and the Commission and their members, servants and/or agents against all costs (including legal costs), claims, damages and expenses made against, incurred or paid by FAI, the Commission and/or their members, servants or agents in respect of any claims whatsoever as a result of or arising out of any breach or default by the Organiser with respect to its obligations under this Agreement.

5. INSURANCE

The Organiser shall secure such comprehensive insurance as is reasonably acceptable to FAI in respect of the Championship and shall ensure that FAI is named as an additional Insured party on such insurance.

6. TERMINATION

FAI may terminate this agreement forthwith upon notice in the event that the Organiser

  • 6.1commits a material breach of any obligation under this Agreement which breach is incapable of remedy or cannot be remedied in time ;
  • 6.2 commits a material breach of any obligation under this Agreement,,, and if such breach is capable of remedy fails to so remedy such breach within 28 days of receiving notice from FAI requiring remedy ;
  • 6.3 enters into a composition or arrangement with its creditors, has a receiver or administrator or administrative receiver appointed or becomes insolvent or unable to pay its debts when they fall due.

7. ENTIRE AGREEMENT

This Agreement, including the attached Schedules, the FAI Statutes, By-Laws, and Sporting Code (General Section and Section [ ]) contains the entire agreement of the parties and supersedes all other agreements between them and no variation of any of the terms or conditions of this Agreement may be made unless such variation is agreed in writing and signed by all parties to this Agreement. In the event of a conflict arising between this document and the FAI Statutes, By-Laws and Sporting Code (General Section and Section

[ ]) the terms of this Agreement will take precedence.

8. GOVERNING LAW

Agreement shall be construed in accordance with and governed by English law and shall be subject to the non-exclusive jurisdiction of the English Courts.

9. DISPUTE RESOLUTION

If a dispute arises between the parties concerning their respective rights under this Agreement the parties shall each appoint a senior representative (each empowered to make binding decisions on behalf of his or her appointer) and such representatives shall meet with a view to resolving the dispute. The parties agree that the appointment of their representatives and the scheduling of meetings shall be undertaken by each of them promptly and in good faith. The parties agree to accept as final the solution agreed by these senior representatives. Nothing contained in this clause shall preclude either party from applying to a court for urgent and/or injunctive relief.

SIGNED by:

For and on behalf of For and on behalf of

FEDERATION AERONAUTIQUE / FEDERATION AERONAUTIQUE

INTERNATIONALE / INTERNATIONALE

A duly authorised signatory A duly authorised signatory

SIGNED by:

For and on behalf of For and on behalf of

[ORGANISER] [ORGANISER]

A duly authorised signatory A duly authorised signatory

SIGNED by:

For and on behalf of For and on behalf of

FAI [AIR SPORT] COMMISSION FAI [AIR SPORT] COMMISSION

A duly authorised signatory


SCHEDULE 1

FINANCE

1. PRE-CHAMPIONSHIP DEPOSIT

The Organiser warrants and undertakes as follows :

  • 1.1 to pay to FAI, In a manner acceptable to FAI :
    • (i) no later than [ ] prior to the Championship, the sum of [ ] by way of deposit ("the Deposit") ; and
    • (ii) no later than 30 days after the commencement date of the Championship the sum of [ ] per fee-paying participant in the Championship (together with all non-competing accompanying persons) by way of sanction fee ("the Sanction Fee").
  • 1.2 In the case of non-payment of the Sanction Fee in whole or in part, FAI shall be entitled to retain such amounts of the Deposit which are sufficient to meet the deficit.
  • 1.3 All or part of the Deposit may be retained by FAI in the event of the Championship being declared invalid or in the event of any unremedied breach of agreement under clause 6 of this Agreement as a non-refundable advance against the income expected under clause 3 of this Schedule 1.

2. ORGANISATIONAL COSTS

The Organiser warrants and undertakes to be responsible for and to bear all costs of organising the Championship, including but not limited to :

  • i) provision and operation of appropriate venue and equipment (as described in Schedule 3) ;
  • ii) media facilities ;
  • iii) local travel costs for all participants between accommodation and contest site ;
  • iv) security and emergency medical costs and such on-site insurance cover as the FAI shall reasonably require;
  • v) protocol ;
  • vi) opening, awards and closing ceremonies;
  • vii) compliance with the organisational requirements of FAI Sporting Code, Section [ ].

3. DISTRIBUTION OF FINANCIAL SURPLUS

  • 3.1 Financial surplus shall mean any revenues generated from the exploitation of the Rights set out in Schedule 4 or otherwise generated by the Sporting Event, less any costs incurred by FAI for the purpose of exploiting the Rights or any commissions, royalties or other costs payable by FAI to third parties in connection with the rights.
  • 3.2 The Organiser shall pay to the FAI within 30 days of such Rights fees becoming receivable by the Organiser :
    • (i) [ ]% of the financial surplus received by the Organiser in relation to the recording transmission or other broadcast or sound or visual images relating to the Championship ; and
    • (ii) [ ]% of the financial surplus received by the Organiser in relation to the exploitation of all other Rights including without limitation, merchandising, advertising, and intellectual property rights.]

SCHEDULE 2

ORGANISATION

[The Organiser warrants and undertakes as follows :

  • (i) to be solely responsible and to assume full liability for the entire organisation of the Sporting Event unless otherwise agreed in writing ;
  • (ii) to be responsible for and make all the necessary arrangements subject always to the approval of the Commission ;
  • (iii) to officially confirm if it is the intention to use the Sporting Event for any purpose than the interest of air sports ;
  • (iv) to ensure that the Sporting Event is of a world class standard and In particular to co-operate with the Technical Delegate (if appointed) and recognise at all times his authority in all technical and organisational matters. [The Organiser may be required to bear the reasonable travel costs for at least [two] visits by the Technical Delegate. In the event that the Commission elects to appoint a Technical Delegate the Commission will use its reasonable endeavours to select a Technical Delegate who is located within reasonable travelling distance of the Sporting Event ]

SCHEDULE 3

VENUE

[For the purposes of this section "Venue" shall mean that the venue used for the Sporting Event, and the immediately surrounding areas from which any material for broadcasting rights could be obtained or which could be used for advertising which would be visible to television cameras within the venue including the air space above the car parks, walkways, passageways, areas used for official functions, press centres, ticket offices, media areas; information centres, and/or other areas controlled by or on behalf of FAI ;

The Organiser warrants and undertakes as follows :

  • (i) to submit a Venue plan to the Commission, if required, no later than [3] months prior to the start of the Sporting Event ;
  • (ii) to ensure that the Venue shall include :
    • sufficient space and other suitable facilities for officials, staff and all others Involved in preparing, organising and staging the event ;
    • facilities for competitors that will be suitable for training, practising and competing during the Sporting Event ;
    • facilities that will be suitable for spectators, the media and also administrators. These facilities are to be provided for a period to be agreed with the Commission ;
    • the provision of all necessary equipment meeting FAI specifications and kept in operational order throughout the Sporting Event ;
  • (iii) to give unrestricted access to all FAI officials and camera crews free of charge to the Venue.

SCHEDULE 4

RIGHTS

1. The Organiser agrees and acknowledges that FAI owns all rights to the Sporting Event. FAI has agreed to license some of these rights to the Organiser in accordance with the following structure :

2. The Organiser shall have the following rights in relations to the Sporting Event ("the Rights") :

  • (I) use of the Sporting Event name for advertising as set out In the "FAI Rules for Advertising at FAI Sporting Events"; and for merchandising purposes, such use to be subject to FAI's prior written approval;
  • (ii) use of the FAI logo for advertising and merchandising solely in connection with the Sporting Event, such use to be subject to FAI's prior written approval;
  • (iii) creation of a proprietary logo for the Event (which must be approved in writing by FAI before use) ;

    1. recording or real time transmission of sound and visual images of the Sporting Event to be used for archival and promotional purposes only [excluding/including images produced by the judging or evaluation system of the event]. If the Organiser wishes to exploit such images commercially, application for the right to do so shall be made to FAI and shall be the object of a separate agreement. The application shall make clear whether the Organiser wishes to benefit from FAI’s world-wide TV distribution facilities. The Organiser shall ensure that FAI shall have free of charge, full access to all sound or visual images of the Sporting Event for its own archival and promotional purposes, and shall have the right to make its own recordings of the Event free of charge. Unless a separate rights transfer agreement is signed by FAI and the organiser, the right to commercial exploitation of sound and visual images of the sporting event shall be retained by FAI.

3. The Organiser shall not conclude agreements with third parties whereby rights are granted which conflict with or are detrimental to the exploitation of any rights retained by FAI. The Organiser shall inform FAI of any proposed agreement with advertisers or other commercial counterparts and all such agreements shall be subject to the approval of FAI, such approval not to be unreasonably withheld.

4. The Organiser warrants and undertakes to ensure that any emblem and/or motto created with respect to the Sporting Event and registered by the Organiser is submitted to FAI for approval and that this shall be available to FAI to use and licence on a royalty-free basis.]

May 5 2012   Top Top