Event Hosting Services - Service Specific Additional Terms

In these Service Specific Additional Terms, the following terms have the following meanings:

2.1 Each Party shall perform its respective obligations in connection with the Event as set out in Part 1 (Parties' Obligations) of Section 5 of the Order Form at its own cost. This shall include, but shall not be limited to, satisfaction of the obligations relevant to each Party and ensuring that each Party makes available sufficient numbers of managerial and administrative staff to perform its obligations in connection with the Event, each at its own cost (subject to the provisions of Paragraph 4). For the avoidance of doubt, a Party's obligation set out in Part 1 (Parties' Obligations) of Section 5 of the Order Form which is dependent on any action or agreement by the other Party shall not be deemed to have fallen due for satisfaction unless and until any such action or agreement has been completed in accordance with any relevant provisions of the Contract.

2.2 The Parties agree, at least once a week, or at such other intervals as may be agreed between them from time to time, to arrange and attend at their own cost by their duly authorised representatives, including their respective project managers, meetings, teleconferences and/or meetings via video conferencing (if available to both Parties) and other electronic communications to discuss and review the progress and status of the organisation of the Event and consider proposals and agree actions in relation to the same with a view to ensuring the due and proper completion of the Event (and its organisation) in accordance with the dates and quality standards agreed between the Parties.

3.1 Each Party shall appoint a project manager to assume overall responsibility for their respective roles and obligations under the Contract. The Parties' respective project managers will be responsible for (among other things):

(a) co-ordinating all development work in respect of the Event;

(b) arranging and attending (personally or by representative), at each Party's own cost, progress meetings as described in Paragraph 2.2 and other meetings, at intervals and locations as agreed between the Parties from time to time, to discuss development and seek to resolve any issues arising;

(c) day-to-day liaison between the Parties; and

(d) such other matters as may be agreed between the Parties from time to time.

3.2 Either Party may replace its appointed project manager at any time on written notice to the other Party.

4.1 In accordance with their obligations under Paragraph 2:

(a) the Client shall pay the Event Charge to THE in accordance with Paragraph 5;

(b) THE shall collect the Fees from Attendees by any lawful method it deems fit, including by way of an online processing website allowing Attendees to confirm attendance and make payment for tickets to the Event, and will keep account of the Fees collected (the "Fees Account"); and

(c) THE shall collect the sponsorship revenue from Event Commercial Sponsors by any lawful method it deems fit and will keep account of such sponsorship revenues (the "Sponsorship Account"). For the avoidance of doubt, any monies secured by the Client from Event Operational Sponsors, whether by sponsorship or otherwise, which are to be directed to Operational Costs shall not be subject to the Contract.

4.2 THE shall retain all amounts in the Fees Account and the Sponsorship Account (including any interest earned on such amount).

4.3 The Client shall be responsible for all Operational Costs. If and to the extent that there are any items of expenditure relating to the hosting of the Event which are not specifically identified in the Contract as "Operational Costs", then the Parties shall discuss and agree the allocation of such costs in good faith.

4.4 Except as otherwise set out herein each Party shall be responsible for its own costs incurred in connection with the Event and the Contract, including all labour costs.

4.5 Subject to the remainder of this Paragraph 4, the Client may sell sponsorship for the event to Event Operational Sponsors for the sole purpose of offsetting the Operational Costs. The Client shall retain all amounts collected from the Event Operational Sponsors (including any interest earned on such amounts) and decide how such amounts shall be applied during the operation of the Event. Any such Event Operational Sponsor must be agreed with THE prior to contracting. THE will not unreasonably withhold its agreement thereto. Reasonable grounds for THE withholding its agreement shall for example be, but not be limited to, proposed Event Operational Sponsors being reasonably considered by THE to be:

(a) engaging in any business which may be carried on in competition with the business of any Event Commercial Sponsor;

(b) commercially damaging for THE and/or any of its Affiliates or any Event Commercial Sponsor;

(c) subject to public controversy; or

(d) likely to damage the public perception of THE or competitors of THE and/or any of its Affiliates.

5.1 The Client shall pay THE the Charges for the Event Hosting Services as set out in Section 4 of the Order Form which THE shall be entitled to submit an invoice for in respect of the Charges which may be raised on or following entry into this Contract.

5.2 Invoices shall identify the particular Services to which they relate and the time of their performance.

5.3 Charges are payable within 30 days of the Client's receipt of THE's properly submitted invoice and are exclusive of all taxes, charges, duties and levies except any applicable VAT (which the Client shall pay in addition at the rate and in the manner prescribed by law, subject to receipt of a valid VAT invoice).

6.1 Each Party (the "Licensor") hereby grants to the other Party (the "Licensee") a royalty-free, worldwide, non-exclusive, non-transferable and non-sub-licensable licence to use its Trade Marks during the Term, in each case solely for the purpose of marketing and promoting the Event in accordance with each Party's respective obligations set out in Part 1 (Parties' Obligations) of Section 5 of the Order Form. Any usage of the THE Trade Marks by the Client shall be strictly in accordance with the usage policies notified by THE to the Client from time to time and, in respect of any usage of the THE Trade Marks on or within any hardcopy or online marketing materials, subject to THE's prior approval.

(a) The Parties shall each display the Trade Marks of the other Party in accordance with the licence granted in Paragraph 6.1 in such a way as to ensure that all materials produced for the Event are co-branded in accordance with the Parties' marketing obligations set out in Part 1 (Parties' Obligations) of Section 5 of the Order Form.

6.2 All past, present and (to the extent permitted by law) future Intellectual Property Rights in the THE Trade Marks that exist or arise as a result of the performance of the Contract shall vest in and belong to THE exclusively and absolutely. To the extent that any Intellectual Property Rights in the THE Trade Marks vest in the Client at any time, all such Intellectual Property Rights are hereby assigned by the Client to THE (to the extent permitted by law), together with all goodwill and rights of action accrued in relation thereto, in consideration of THE's obligations as set out in the Contract and:

(a) to the extent that any Intellectual Property Rights in the THE Trade Marks arise by virtue of the activities of any personnel of the Client, the Client will procure (at its cost) that such rights are promptly assigned absolutely and exclusively to THE by the relevant third parties (and that all moral rights are waived), together with all goodwill and rights of action accrued in relation thereto; and

(b) the Client will (at its cost) do all things and execute all such documents as may be reasonably required to give effect to the assignments set out in this Paragraph 6.3.

6.3 All past, present and (to the extent permitted by law) future Intellectual Property Rights which arise or are created as a result of each and/or both Parties' performance of the Contract ("Generated IP") (save in respect of the Trade Marks or any goodwill that is generated in relation thereto, which shall belong to the respective Trade Mark owner) shall remain with whichever of the Parties created such Generated IP or commissioned its creation, provided that any Intellectual Property Rights arising or created as a result of official filming or photography commissioned by the Client for the Event shall be owned by THE.

6.4 Each Party hereby grants to the other a royalty-free, worldwide, perpetual, irrevocable, non-exclusive, non-transferable and non-sub-licensable licence to use the Generated IP it owns pursuant to Paragraph 6.4 for the purpose of hosting or promoting the Event or any future event held under the same or similar name or largely based upon the Event, including by way of providing follow-up materials to Attendees and other interested parties after the relevant event. For the avoidance of doubt, the Client shall be entitled to use the name of the Event beyond the Term provided that any reference to the name of the Event includes the year in which the Event was hosted by the Client pursuant to the Contract.

6.5 Any use by a Licensee of the Trade Marks or Generated IP of the Licensor shall be in strict accordance with the usage policies of the Licensor, as notified by the Licensor to the Licensee in writing from time to time. Each Licensee hereby agrees to use the Licensor's Trade Marks and Generated IP in such a manner that their distinctiveness and reputation are maintained and shall not do anything which would reasonably be expected to bring the Licensor or its Trade Marks into disrepute.

7.1 Without prejudice to its other rights and remedies, either Party may terminate the Contract with immediate effect, by written notice to the other Party if the defaulting Party:

(a) uses or permits any third party to use the relevant Licensed Material outside the scope of the licences granted under Paragraph 3, without the terminating Party's prior written consent; or

(b) challenges or disputes the validity of the terminating Party's ownership of any Intellectual Property Rights, including any Generated IP, held by it pursuant to the terms of the Contract.

7.2 Without prejudice to its other rights and remedies, THE may terminate the Contract:

(a) at any time on not less than 30 days' prior written notice;

(b) with immediate effect, by written notice to the Client, if any event or circumstance occurs (including any adverse publicity, news or other coverage) which, in the opinion of THE (in its sole discretion), means that the continuation of the Event and/or THE's association with the Client is unfeasible and/or causes, or is likely to cause, material harm to the reputation or goodwill of THE and/or its business.

8.1 If the Termination Date falls prior to the date of the Event:

(a) each Party shall immediately cease incurring any costs associated with the Event; and

(b) THE shall refund to Attendees any Fees held by it; and

(c) if the Contract is terminated by the Terminating Party in accordance with Paragraphs 7.1 and/or 7.2, without prejudice to any other rights or remedies that the terminating Party may have in connection with such termination, the defaulting Party shall be liable to pay to the terminating Party within 10 days of the Termination Date a sum equal to all costs reasonably incurred by the terminating Party in respect of the Event up to the Termination Date, details of which shall be provided by the terminating Party (together with reasonable evidence in support of such costs) as soon as reasonably practicable following the Termination Date.

8.2 If the Termination Date falls after the date of the Event, the provisions of Paragraph 4 shall continue to be effective as between the Parties.

8.1 Each Party warrants to the other that:

(a) it will perform its obligations under the Contract in a professional manner with reasonable skill and care, using suitably qualified personnel, and will use all reasonable endeavours to achieve the objectives of the Event; and

(b) it has the right to grant the licences granted under Paragraph 5.

10.1 Each Party shall defend, indemnify and hold the other Party harmless from and against any third party claim arising as a result of that Party's breach of the warranty at Paragraph 9.1(b).

11.1 Nothing in this Contract shall exclude or limit the liability of either Party in respect of any amounts which are payable by either Party pursuant to Paragraph 8.1(c).

Neither Party shall make any announcement with respect to the existence or content of the Contract without the prior written consent of the other Party (which shall not be unreasonably withheld or delayed). Any press release or announcement to be made in relation to the Event shall be initially prepared by the Client in collaboration with THE and the final version of any such press release or announcement shall be provided to THE for final approval no later than 5 Business Days before it is issued publicly (and it shall not be issued publicly until THE has given its approval to it).