Sports Event Management Agreements

Abstract

Having organised a sporting event, including having appointed the host country and entered into a corresponding agreement with the Local Organising Committee, it is necessary to manage and stage the sporting event in such a way that the event organisers, managers, sponsors, merchandisers and all other stakeholders associated with it commercially and financially reap the maximum returns from their involvement and investment in it. It can be said, therefore, without contradiction, that, without good management, the sports event concerned will not be able to deliver these benefits. The more successful the event is from a sporting point of view, the more successful it is from a business and financial point of view.

Appendix

Event Management Agreement ¹

This Agreement is made the day of 2[ ]

Between

(1) [ ] [ ] whose registered office is at [ ] (“the Rights Holder”)

(2) [ ] [ ] whose registered office is at [ ] (“the Event Manager”)

Recitals

• A. The Rights Holder controls all rights relating to the Event (as defined below)

• B. The Rights Holder wishes to appoint the Event Manager to organise and stage the Event

Operative Provisions

• 1. 1. Definitions

  • 1.1 In this Agreement the following expressions shall have the following meanings:

    • “Budget” means the budget for the Event set by the Rights Holder and agreed with the Event Manager or as varied in accordance with this Agreement

    • “Consideration” means the sums set out in clause 9

    • “Commercial Rights” [ ]

    • “Commercial Affiliate” [ ]

    • “Event” means [        ] due to take place in years [        ] and any associated or ancillary event or competition taking place at the same time

    • “Governing Body” means [        ]

    • “Intellectual Property” means patents trade marks (whether registered or unregistered) rights in any designs (whether registered or unregistered) and applications for any of the foregoing trade or business names copyright and rights in performances

    • “Representatives” means those third parties engaged by the Rights Holder to carry out services in relation to the Event including without being limited to television production and broadcasting public relations and promotions and all commercial partners sponsors and advertisers appointed by the Rights Holder in relation to the Event

    • “Services” means those services in relation to the Event which are described in Schedule 1

    • “Term” means the period from the date of this Agreement until thirty (30) days after the end of the Event unless terminated earlier in accordance with this Agreement

    • “Territory” means the United Kingdom

    • “Trade Marks” means the marks set out in Schedule 2

    • “Venues” means the venues used for the Event in any year including 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 city centre areas roads used in the Event areas used for official functions press centres media area information centres and all other areas necessary for the proper organisation of the Event

• 2. 2. Appointment

  • 2.1 The Rights Holder appoints the Event Manager to provide the Services for the Event throughout the Term in the Territory upon the terms and conditions set out in this Agreement and its Schedules

  • 2.2 The Event Manager agrees to perform the Services in the Territory for the Event throughout the Term

• 3. Exclusivity

  • 3.1 The Rights Holder shall not appoint any third party to provide the Services in the Territory during the Term

  • 3.2 The Event Manager shall provide the Services for the Rights Holder in the Territory during the Term on the following basis

    • 3.2.1 (subject to clause 3.2.2) on a non-exclusive basis during the year of the Term and

    • 3.2.2 on an exclusive basis for the period of time commencing at least [        ] days prior to the start of the Event during the Event and for not less than [        ] days after the Event

• 4. Finances

  • 4.1 In consideration of the Event Manager performing the Services and subject to the terms of this Agreement the Rights Holder shall pay to the Event Manager the Consideration in the amounts and on the dates set out in clause 9

  • 4.2 The Event Manager shall perform the Services in accordance with the Budget

  • 4.3 Subject to clause 11 the Rights Holder shall provide such monies and pay all invoices and bills and enter into such contracts as are necessary for the Event Manager to provide the Services as soon as practicable after receipt of such invoices bills and contracts from the Event Manager

  • 4.4 The Event Manager shall forward immediately after receipt all invoices bills and contracts entered in accordance with the Budget relating to the provisions of the Services directly to the Rights Holder for payment

  • 4.5 Subject to clause 4.7 and unless otherwise agreed in writing by the Rights Holder the Event Manager is not entitled to receive or hold any income monies arising or refunds of expenditure (“monies”) in providing the Services for the Event. If the Event Manager does receive or hold such monies it must immediately inform the Rights Holder hold such monies to the Rights Holder’s order as bare trustee for the benefit of the Rights Holder and immediately forward such monies to the Rights Holder in accordance with the Rights Holder’s instructions

  • 4.6 The Event Manager shall not contract with or invoice for the services of any associated company of the Event Manager (within the meaning of the Income and Corporation Taxes Act 1988 Sections 416 and 417) except as expressly provided in the Budget or otherwise in this Agreement

  • 4.7 The parties shall agree the most practicable method of payment for expenses and costs incurred during the Event

• 5. 5. Budget And Accounting

  • 5.1 The Rights Holder may (in consultation with the Event Manager) vary the Budget the allocation of funds from the categories specified within the Budget and vary the Budget for items of expenditure not anticipated by the Budget. Any such variation may be made by the Rights Holder and may also be made at the reasonable request of and in consultation with the Event Manager but is subject to the final decision of the Rights Holder

  • 5.2 The Event Manager shall remain responsible for the Budget and shall not incur any expenditure in excess of the itemised amount anticipated in the Budget unless the Budget is varied in accordance with clause 5.1

  • 5.3 If the Budget exceeds the total costs actually incurred for the Event then the amount of underspend on any item of the Budget may (in the absolute discretion of the Rights Holder) be utilised for other items in the Budget in accordance with clause 5.1

  • 5.4 The Event Manager shall during the Term submit to the Rights Holder such information regarding the progress of Event organisation an analysis of expenditure to date estimates of any likely variation to the Budget as well as copies of contracts correspondence invoices receipts and any other documentation relating to the Services and/or the Event as the Rights Holder may reasonably request

  • 5.5 The Event Manager shall maintain full accurate and proper records and books of account relating to the Event with all invoices vouchers and other records evidencing all receipts expenses charges and taxes incurred in providing the Services for the Event

  • 5.6 The Rights Holder may inspect audit and take copies of all books and records relating to the Event the Event Manager shall produce all such material to the Rights Holder with reasonable notice of such request provided that the Rights Holder is not entitled to computer programmes and materials relating to systems and controls independently created and wholly owned by the Event Manager

• 6. The Event Manager’s Obligations

  • 6.1 The Event Manager shall

    • 6.1.1 provide the Services and organise the Event to the best of its ability in accordance with best commercial practice

    • 6.1.2 at all times comply with the Rights Holder’s instructions and provide the Services in a timely and professional manner

    • 6.1.3 not do anything which in the reasonable opinion of the Rights Holder is or might be prejudicial or defamatory to the name and image of the Rights Holder the Governing Bodies the Event or the sport of [        ]

    • 6.1.4 shall not issue any press releases on or relating to the Event or make any comment on the Rights Holder other than as permitted under this Agreement

    • 6.1.5 endeavour to comply with and observe all provisions in the Governing Bodies’ rules and regulations from time to time in force

    • 6.1.6 use its reasonable endeavours to comply with all applicable laws and regulations in the provision of the Services and the organisation of the Event

    • 6.1.7 ensure that the sufficient personnel of a suitably senior or junior level are available at all reasonable times to carry out the Services along with such other personnel as the Event Manager may decide (in consultation with the Rights Holder) to use in providing the Services

    • 6.1.8 liaise and co-operate with the Representatives when providing the Services to the best of its ability

  • 6.2 The Event Manager shall procure that its representatives

    • 6.2.1 make themselves available at all reasonable times and upon reasonable notice to the Rights Holder for the purposes of consultation and advice relating to this Agreement and the Event

    • 6.2.2 at the event of the Event Manager attend meetings with representatives of the Rights Holder and such Representatives sponsors or prospective sponsors as may be necessary for the performance of its duties under this Agreement

    • 6.3 The Events Manager shall in relation to its appointment under this Agreement

      • 6.3.1 describe itself as “Events Manager” for the Rights Holder

      • 6.3.2 not hold itself out or permit any person to hold it out as being authorised to bind the Rights Holder in any way and

      • 6.3.3 not do any act which might reasonably create the impression that it is so authorised

• 7. The Event Manager’s Warranties

  • 7.1 The Event Manager warrants and represents that

    • 7.1.1 it has the full rights and title to enter this Agreement and to perform the obligations undertaken by it and that it has not entered into any agreement with any third party which might conflict with the terms of this Agreement

    • 7.1.2 neither the signature nor the execution nor the performance by the Event Manager of this Agreement contravenes any law regulation or similar enactment or any judgment injunction or award of any court or authority or any provision of any existing agreement or contract or the Event Manager Memorandum and Articles of Association or any limitation on the powers of the directors or other officers of the Event Manager

    • 7.1.3 as of the date of this Agreement there is no litigation arbitration or administrative proceedings before any court arbitrator or authority presently pending or threatened against the Event Manager

• 8. The Rights Holder’s Warranties and Obligations

  • 8.1 The Rights Holder warrants and agrees that it

    • 8.1.1 has full authority to enter into this Agreement and to undertake all of the obligations on its part contained in this Agreement

    • 8.1.2 shall keep the Event Manager fully informed of all relevant matters relating to the Event

    • 8.1.3 shall provide the Event Manager with an adequate statement confirming its appointment under this Agreement

    • 8.1.4 shall take any action which (in its reasonable opinion) is necessary to ensure that the Event Manager can provide its services under this Agreement

• 9. The Consideration

  • 9.1 The Rights Holder shall pay the Event Manager [        ] (“the fee”) in [        ] equal monthly instalments of [        ]

  • 9.2 All payments due are exclusive of VAT which may be or become payable. The Rights Holder shall pay any such VAT to the Event Manager upon receipt of an appropriate VAT invoice from the Event Manager

• 10. 10. Appointment of Representatives

  • 10.1 The appointment of Representatives in relation to the Event shall be made on such terms and conditions as the Rights Holder in its absolute discretion may from time to time determine. The Event Manager shall not (unless previously agreed in writing with the Rights Holder) make or give any promises warranties guarantees or representations concerning the Event and shall use all reasonable endeavours to ensure full delivery of the Rights Holder’s commitments and obligations to the Representatives and shall inform the Rights Holder of an act omission or breach of contract by any Representative of which it becomes aware during the Term. The Event Manager shall render all reasonable assistance to the Rights Holder at the Rights Holder’s expense and request in dealing with any such act omission or breach of contract

• 11. 11. Intellectual Property And Commercial Rights

  • 11.1 The Event Manager shall promptly and fully notify the Rights Holder of any actual threatened or suspected infringement in the Territory of any Intellectual Property of the Rights Holder which comes to the Event Manager’s notice and of any claim by any third party so coming to its notice and the Event Manager shall at the request and expense of the Rights Holder do all such things as may be reasonably required to assist the Rights Holder in taking or resisting any proceedings in relation to any such infringement or claim

  • 11.2 Nothing in this Agreement shall give the Event Manager any rights in respect of any Intellectual Property or Trade Marks used by the Rights Holder in relation to the Event or of the goodwill associated therewith and the Event Manager hereby acknowledges that except as expressly provided in this Agreement it shall not acquire any rights in respect thereof and that all such rights and goodwill are and shall remain vested in the Rights Holder

  • 11.3 The Event Manager shall not use any trade marks or trade names so resembling the Trade Marks or trade names of the Rights Holder or of the Event or of the Governing Body as to be likely to cause confusion or deception

  • 11.4 The Event Manager shall not authorise any third party to use the Trade Mark or any Intellectual Property of the Rights Holder or of the Event or of the Governing Body. If any third party requires the use of the Trade Marks or any Intellectual Property of the Rights Holder or of the Event then the Event Manager shall inform the Rights Holder of such requirement. The Rights Holder may (in its absolute discretion) grant such third party the right or licence required

  • 11.5 The Event Manager shall at the expense of the Rights Holder take all such steps as the Rights Holder may reasonably require to assist the Rights Holder in maintaining the validity and enforceability of the Intellectual Property of the Rights Holder during the continuance of this Agreement

  • 11.6 Without prejudice to the right of the Event Manager or any third party to challenge the validity of any Intellectual Property of the Rights Holder the Event Manager shall not do or authorise any third party to do any act which would or might invalidate or be inconsistent with the Intellectual Property of the Rights Holder and shall not omit or authorise any third party to omit to do any act which by its omission would have that effect or character

• 12. Confidentiality

  • 12.1 Confidentiality

    • 12.1.1 Subject to sub-clauses 12.2 and 12.3 each party

      • 12.1.1.1 shall treat as strictly confidential and use solely for the purposes contemplated by this Agreement all documents materials and other information whether technical or commercial obtained or received by it as a result of entering into or performing its obligations under this Agreement and relating to the negotiations relating to or the provisions or subject matter of this Agreement (“confidential information”) and

      • 12.1.1.2 shall not except with the prior written consent of the party from whom the confidential information was obtained publish or otherwise disclose to any person any confidential information

    • 12.2 Permitted Disclosures

      • 12.2.1 Each party may disclose confidential information which would otherwise be subject to sub-clause 12.1.1 if but only to the extent that it can demonstrate that

        • 12.2.1.1 such disclosure is required by law or by any securities exchange or regulatory or governmental body having jurisdiction over it wherever situated (and including without limitation the London Stock Exchange the Panel on Takeovers and Mergers and the Serious Fraud Office) and whether or not the requirement has the force of law

        • 12.2.1.2 the confidential information was lawfully in its possession prior to its disclosure by the other party (as evidenced by written records) and had not been obtained from the other party

        • 12.2.1.3 the confidential information has come into the public domain other than through its fault or the fault of any person to whom the confidential information has been disclosed in accordance with sub-clause 12.3

        • 12.2.1.4 information required by the Governing Body provided that any such disclosure shall not be made without prior notice to the party from whom the confidential information was obtained

    • 12.3 Persistence of restrictions

      • 12.3.1 The restrictions contained in this clause shall survive the termination of this Agreement

• 13. 13. Termination

  • 13.1 The Rights Holder may terminate this Agreement in any year during the Term by giving [    ] days notice of such termination to the Event Manager. Upon termination the Event Manager shall send the Rights Holder a final account of all commitments of whatever nature up to the date of receipt of such notice along with all papers relating to the Event and the Rights Holder in its possession custody or power and the provisions of clauses 13.3 and 13.4 shall apply. The Rights Holder shall not be liable to the Event Manager for any further payments or any claims whatsoever

  • 13.2 Either party may terminate this Agreement forthwith upon notice in the event that the other

    • 13.2.1 commits a material breach of any obligation under this Agreement which breach is incapable of remedy or cannot be remedied in time for the Event

    • 13.2.2 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 the other requiring remedy

    • 13.2.3 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

  • 13.3 Consequences of termination

    • 13.3.1 Upon termination in accordance with clause 13

      • 13.3.1.1 the rights and obligations of the parties under this Agreement shall terminate and be of no future effect except that clause 11 and 12 shall remain in full force and effect

      • 13.3.1.2 any rights or obligations to which any of the parties to this Agreement may be entitled or be subject before such termination shall remain in full force and effect

      • 13.3.1.3 termination shall not affect or prejudice any right to damages or other remedy which the terminating party may have in respect of the circumstances which gave rise to the termination or any other right to damages or other remedy which any party may have in respect of any breach of this Agreement which existed at or before the date of termination

  • 13.4 Upon termination in accordance with clause 16 and upon expiry of the Term the Event Manager shall (at the request of the Rights Holder) return all items (including but not limited to) signage materials premises promotional publication advertising material relating to the Rights Holder and/or the Event to the Rights Holder or such third party as the Rights Holder nominates

• 14. 14. Insurance

  • 14.1 Subject to any exclusions excesses condition and limitations imposed by the insurers and provided insurance can be obtained at reasonable rates the Rights Holder agrees to take out and maintain an insurance policy to cover usual damages claims actions judgments costs and expenses arising out of with the staging of the Event

• 15. 15. Co-Operation And Communication

  • 15.1 Both Parties agree to work in close co-operation to the benefit of the Event

• 16. Force Majeure

  • 16.1 Effect of force majeure

    • 16.1.1 Neither party to this Agreement shall be deemed to be in breach of this Agreement or otherwise liable to the other as a result of any delay or failure in the performance of its obligations under this Agreement if and to the extent that such delay or failure is caused by force majeure (as defined in sub-clause 16.2) and the time for performance of the relevant obligation(s) shall be extended accordingly

  • 16.2 Definition of force majeure

    • 16.2.1 For the purpose of this clause “force majeure” means any circumstances not foreseeable at the date of this Agreement and not within the reasonable control of the party in question including without limitation

    • 16.2.1.1 any strike lockout or other industrial action or any shortage of or difficulty in obtaining labour or raw materials

    • 16.2.1.2 any destruction temporary or permanent breakdown malfunction or damage of or to any premises plant equipment (including computer systems) or materials

    • 16.2.1.3 any breach of contract default or insolvency by or of any third party (including an agent or sub-contractor) other than a company in the same group as the party affected by the force majeure or an employee or officer of that party or company

    • 16.2.1.4 any action taken by a governmental or public authority of any kind including not granting a consent exemption approval or clearance

    • 16.2.1.5 any civil commotion or disorder riot invasion war threat of or preparation for war

    • 16.2.1.6 any fire explosion storm flood earthquake subsidence epidemic or other natural physical disaster

  • 16.3 Obligations of affected party

    • 16.3.1 A party whose performance of its obligations under this Agreement is delayed or prevented by force majeure

      • 16.3.1.1 shall forthwith notify the other party of the nature extent effect and likely duration of the circumstances constituting the force majeure

      • 16.3.1.2 shall use all reasonable endeavours to minimise the effect of the force majeure on its performance of its obligations under this Agreement and

      • 16.3.1.3 shall subject to sub-clause 16.4 forthwith after the cessation of the force majeure notify the other party thereof and resume full performance of its obligations under this Agreement

    • 16.4.1 If any force majeure delays or prevents the performance of the obligations of either party for a continuous period in excess of one month the party not so affected shall then be entitled to give notice to the affected party to terminate this Agreement specifying the date (which shall not be less than seven days after the date on which the notice is given) on which termination will take effect. Such a termination notice shall be irrevocable except with the consent of both parties and upon termination the provisions of clauses 14.4 and 14.5 apply

  • 16.4 Termination for force majeure

• 17. Indemnity

  • 17.1 Each party (a “defaulting party”) agrees to indemnify and keep indemnified the other party (a “non-defaulting party”) from and against any cost loss liability claim or damage which any non-defaulting party incurs or suffers as a result of any default by the defaulting party in the due and punctual performance of any of its obligations or breach of its warranties under this Agreement

• 18. Nature of Agreement

  • 18.1 The Rights Holder may perform any of the obligations undertaken by it and exercise any of the rights granted to it under this Agreement through any other company which at the relevant time is its holding company or subsidiary (as defined by s 736 of the Companies Act 1985) or the subsidiary of any such holding company and any act or omission of any such company shall for the purposes of this Agreement be deemed to be the act or omission of the Rights Holder

  • 18.2 The Event Manager shall ensure that all dealings with sponsors Representatives and third parties it introduces to the Rights Holder in providing the Services for the Event are on the best arms length commercial terms available and where dealing with any associated company of the Event Manager (as defined by the Income and Corporation Taxes Act s 416–417) shall where practicable procure at least two other quotations for the provision of the Services in quotation which it shall send to the Rights Holder

  • 18.3 The Rights Holder may assign this Agreement and the rights and obligations hereunder

  • 18.4 This Agreement is personal to the Event Manager which may not without the written consent of the Rights Holder assign mortgage charge (otherwise than by floating charge) or dispose of any of its rights hereunder or sub-contract or otherwise delegate any of its obligations hereunder

  • 18.5 The Event Manager shall not without the prior written consent of the Rights Holder employ sub-contractors or agents. If with such consent it does so every act or omission of the sub-agent shall for the purposes of this Agreement be deemed to be the act or omission of the Event Manager

• 19. Provisions Relating to this Agreement

  • 19.1 [Boilerplate Clauses]

    [Execution Clauses]

SCHEDULE 1

The Services

• 1. The Event Manager will have regard at all times to the Rights Holder’s objectives and instructions in relation to the smooth running and organisation of the Event and shall provide the Rights Holder with the following services during the Term including (without limitation) the following

  • 1.1 all matters relating to Event personnel including without being limited to accommodation and travel arrangements

  • 1.2 organisation of prize money

  • 1.3 assisting in the development of all organisational printed materials

  • 1.4 production of signage and advertising boards

  • 1.5 liaison with city authorities and police

  • 1.6 organisation of the transport fleet

  • 1.7 Event infrastructure and all matters connected with equipment

  • 1.8 core press centre and facilities

  • 1.9 liaison with media specialist writers/broadcasters and dealing with enquiries relating to the Event

  • 1.10 Event preparation and planning

  • 1.11 liaison with all necessary local authorities

  • 1.12 liaison with and provision of rights to Representatives

  • 1.13 ticketing arrangements

  • 1.14 assistance for broadcasters outside broadcast units and other Representatives

  • 1.15 liaison with the Governing Bodies

• 2 Close liaison with the Rights Holder and the Representatives to co-ordinate their respective roles in connection with the Event

• 3 The parties may agree that the Event Manager shall be responsible for further services which are similar to the Services and shall negotiate an appropriate increase in the Consideration

SCHEDULE 2

The Trade Marks

(….)