Under what circumstances can this agreement be terminated?
A fairly standard set of termination provision is included in the document. First, if a party is in breach (or material breach) of the agreement, the other may terminate. This right may be made subject to the party in breach failing to remedy that breach within a defined period following notification of the breach. Second, a party may terminate if the other is bankrupt or insolvent. Third, optionally, if the sponsor does not pay any amount due on time, the other party may be given a right of immediate termination. Fourth, there is an optional right to terminate upon notice. This or something similar should always be included if the term of the agreement is indefinite.
How does this document protect a club if the sponsor's trade marks infringe someone else's IP?
Whilst the sponsorship agreement cannot do anything much about a club's rights vis-a-vis third parties, it does include a warranty from the sponsor that the trade mark do not infringe others' rights, and an indemnity benefiting the club in the event that they do.
How does this agreement protect a sponsor's registered trade marks against misuse?
There are lots of protections in here for registered trade marks. For example, rights to use may be limited to specific purposes (e.g. "promoting the Event") and to specific forms (e.g. "in accordance with any style guide supplied"). In addition, there general obligations not to damage the trade marks or the sponsor's rights therein, and a limited right to withdraw the consent to use the marks.
Does this document allow the sponsored party to assign its rights to another person?
No. Under the suggested wording, neither party may assign its rights under the agreement. This wording is included because sponsorship very often involves an endorsement of another person, and it will often be inappropriate to allow a party to transfer that endorsement elsewhere. That said, it is easy to amend this clause to allow assignments of contractual rights.
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