Sponsor Agreement Terms & Conditions

These terms and conditions and the Agreement (which will be a signed document) to which they are attached (together the “Agreement”) set out the terms on which you agree to sponsor the event known as the ‘Digital Health and Telemedicine Summit’, hosted by the Indo-Asia Digital Health Centre for Commercialisation and Innovation (hereby referred to as IDHC). Please read the Agreement carefully and make sure you understand it before signing. You understand that by signing the Agreement, you agree to be bound by the terms and conditions of the Agreement.

1. Parties

Indo-Asia Digital Health Centre (IDHC) for Commercialisation and Innovation (ABN 29 635 855 604), of Level 2, 125 St George’s Terrace, Perth 6000 Australia (Owner);

and

the organisation listed in the agreement (Sponsor)

2. Purpose

(a) Purpose of this Sponsorship Agreement – to enable the Owner to provide the
Sponsorship Benefits to Sponsor in regards to the Event in consideration of the
Sponsorship Fee paid by Sponsor to Owner, as described in the agreement.

(b) The Agreement is a stand-alone agreement and does not amend or replace other agreements that exist currently or in the future.

3. Sponsorship Fee

From the Commencement Date, the Sponsor must pay the Sponsorship Fee to Owner within 30 (thirty) days as per the invoice issued.

4. Term of Agreement

The Sponsorship Agreement starts on the Commencement Date and ends on the Expiry Date, as described in the agreement.

5. Terms and Conditions

The Sponsor accepts the sponsorship terms and conditions, by:
a) Accepting these online terms & conditions, and
b) Signing and returning the Sponsorship Agreement to Owner.

6. Responsibilities of each party

Sponsor responsibilities

The Sponsor agrees:
(a) To pay the Sponsorship Fee in accordance with the Payment Terms set out in Clause 3 Sponsorship Fee
(b) In relation to the digital health and telemedicine industries in
Australia, to act in such a way that supports the interests of both the Sponsor, Owner and Industry; and
(c) Provide to Owner, the Partner’s company logo in high-resolution PNG
or JPEG format, company description, and other materials relevant to the level of sponsorship as stated in the agreement

Owner responsibilities

Owner agrees to:
(d) Provide the Sponsorship Benefits during the term of this Agreement, and;
(e) In relation to the digital health and telemedicine industries in
Australia, to act in such a way that supports the interests of both the Sponsor, Owner and Industry.

7. No exclusivity

The Sponsor acknowledges that Owner may enter into partnership agreements with other
parties and agrees that doing so is not a breach of paragraph 6(e) of this Agreement.

8. Sponsor’s right to terminate

Sponsor may terminate this Agreement after giving 1 month’s written notice to Owner, in
which case termination is effective immediately upon expiry of that notice period, where
the Sponsor acting reasonably has determined that:
(a) Owner has not acted in good faith in supporting the Sponsor as a supporter of the
conference and has not taken adequate steps to remedy this via the Dispute
Resolution procedure in paragraph 14 of this Agreement.

9. Owner’s right to terminate

Owner may terminate the Agreement after giving 1 month’s written notice to Sponsor, in
which case termination is effective immediately upon expiry of that notice period, where
the Owner acting reasonably has determined that:
(a) Subject to paragraph 14 of the Agreement (Dispute Resolution) being satisfied on
written notice to the Sponsor, where Owner has determined acting reasonably
that the Sponsor has not acted in good faith in supporting the conference and has
not taken adequate steps to remedy this; and/or
(b) On written notice to the Sponsor, if the Sponsor has not made a payment in
accordance with the Payment Terms set out in the Agreement

10. Intellectual Property

(a) The Sponsor grants Owner a royalty-free, non-exclusive, worldwide license to use,
publish and distribute its branding, trademarks, and other promotional material
(Sponsor Branding) as necessary to provide the Sponsorship Benefits.
(b) For the term of this Agreement, Owner grants the Sponsor limited, royalty-free,
non-exclusive license to use its branding and trade marks as necessary to promote
partnered events.
(c) Each party retains ownership of all intellectual property rights in their own
branding, trademarks, and such rights are not transferred or assigned under this
Agreement.

11. No Endorsement

This Agreement does not entitle either party to:
(a) Use the other party’s logo without prior written permission; or
(b) Claim any endorsement of the other party’s products or services.

12. Event Facilities and Services

The Sponsor acknowledges that facilities and related services for Owner events may be
provided by or through third-party owners or managers of those facilities, their employees,
agents or contractors. The Sponsor agrees that Owner is not responsible for the actions or
inactions of the owner, the manager or any of their employees, agents or contractors.

13. Limitation of liability

Owner and the Sponsor agree that a party’s liability to the other is limited to the amount
of the Sponsorship Fee listed in the agreement. To the extent permitted by law, neither party is
liable to the other for consequential losses of any kind.

14. Dispute resolution

Owner and the Sponsor agree that:
(a) In the event of a dispute between the parties, the Owner and the Sponsor will
negotiate in good faith to resolve the dispute. This negotiation will be undertaken
in the first instance by the IDHC and the Sponsor contact(s) identified in the agreement.
(b) If the dispute is unresolved after thirty (30) days, the dispute will be escalated to
the Owner Chairperson.
(c) If the dispute remains unresolved to the satisfaction of both parties under
paragraphs 14 (a) and (b) above, Owner and the Sponsor agree to escalate the dispute to an independent third-party for resolution. Each party is liable to pay its own costs, if any, of this resolution.
(d) This provision does not prevent a party from seeking legal remedies.

15. Conference Organiser

Owner may utilise the services of a Conference Organiser to assist in delivery of the
Sponsorship Benefits, the Event, and administration management of the Event including
management of agreements and invoicing. Owner remains responsible for delivery of the
Sponsorship Benefits to Sponsor pursuant to this Agreement.

16. Relationship

No Party is acting as an agent for the other. Both Parties remain as independent
contractors. This Agreement does not create a relationship of employment, trust, agency
or partnership between parties.

17. Governing law

This document is governed by the laws of Western Australia. Each party submits to the
jurisdiction of the courts of Western Australia and of any court that may hear appeals from any
of those courts, for any proceedings in connection with this Agreement.

18. Entire Agreement

This Agreement embodies the entire agreement between the parties, and supersedes all
prior oral and written understanding, arrangements and agreements between the parties.

19. Amendments

This Agreement may only be amended by written agreement between all parties.

20. Definitions

Commencement Date – is the date the Owner will commence delivery of the benefits as described in the agreement
Conference Organiser – is the contractor appointed by IDHC to assist in the delivery of the event and the benefits as described in the agreement
Event – means the event described in the agreement and explained on the website https://www.indo-asiadhc.org/
Expiry Date – is the date the Owner will complete the delivery of the benefits as described in the agreement
Sponsorship Benefits – means the sponsor benefits described in the agreement
Sponsorship Fee – means the total sponsor fees described in the agreement
Payment Terms – means the payment terms for the Sponsorship Fee set out in Clause 3 of these Terms & Conditions