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
