international sponsorship agreement

8/10/2019 International Sponsorship Agreement

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Full name: International sponsorship agreement. Drafting note at 9-102-2214.

DATED

------------

SPONSORSHIPAGREEMENT: SKELETON

between

PARTY1

and

PARTY2


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CONTENTS

CLAUSE

1. Interpretation 12. Term and renewal

. !rant of rights

4. "onsideration 4

#. $bligations of the "lub #

%. $bligations of the sponsor #

&. 'ight of negotiation of refund(redu)tion *

*. Termination 9

9. "onse+uen)es of termination 11

10. For)e ma,eure 12

11. iabilit and indemnit 12

12. /ssignment 1

1. /nnoun)ements and )onfidentialit1

14. oints of )onta)t 1

1#. oti)es 14

1%. !eneral 14

SCHEDULE

"3D51 T3$$'3I'I!3T 1&

1. 6it branding 7main sponsor onl8 1&2. /dertising and promotional rights 1&

. igns at 3ome !ames and other branding rights 1&

4. 'ights in relation to plaers 1*

#. Internet 19

%. Ti)ets; )atering and hospitalit 19

&. uppl of produ)ts 20

"3D52 T3$$'


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THIS AGREEMENTis dated 7D/T8

PARTIES

>1? 7F5 /=? The "lub has de)ided that )ertain of the "ommer)ial 'ights shall be maretedtogether as sponsorship pa)ages of rights during the Term.

>"? The ponsor wishes to a)+uire the 7DT/I $F /"6/!8 sponsorship pa)age

and the "lub has agreed to proide su)h rights to the ponsor on the terms and

)onditions set out in this agreement.

AGREEDTERMS

1 INTERPRETATION

1.1 The definitions and rules of interpretation in this )lause appl in this agreement.

Bonus:an of the paments set out in clause4.2.

Br!n" Gu#"$l#n$s:means the brand guidelines issued b the "lub whi)h depi)t the

"lub


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D$s#+n!on: $ffi)ial ponsor of 7/other than la) of funds on the part ofthe ponsor? in)luding; without limitation; an abnormall in)lement weather; flood;

lightning; storm; fire; eCplosion; earth+uae; subsiden)e; stru)tural damage; epidemi)

or other natural phsi)al disaster; transport disruption; failure or shortage of power

supplies; war; militar operations; riot; )rowd disorder; strie; lo)-outs or other

industrial a)tion; terrorist a)tion; )iil )ommotion and an legislation; regulation;

ruling or omission >in)luding failure to grant an ne)essar permission? of an

releant goernment; )ourt; )ompetent national authorit or !oerning =od.

Go/$rn#n+ Bo"': in)ludes; FIF/; 75F/8; and an re)ognised and properl

)onstituted national or international football goerning bod.

Ho*$ G!*$:an )ompetitie or friendl football game whi)h is organised b the

"lub and plaed b an team at the tadium; eC)ept for )losed or training

friendlies.

M!n!+$r:7/in)luding but not limited

to H/T?; duties; )ustoms or other leies whi)h ma appl to the ponsorship 'ights.

2


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T$!*:the mens first JI and resere team s+uads of laers 7and the womens first

JI8.

T$r*:the term of this agreement as des)ribed in clause 2.

Y$!r:means ea)h period of 12 months ending on ea)h anniersar of this /greement

whi)h falls within the Term.

1.2 Bords in the singular in)lude the plural and in the plural in)lude the singular.

2 TERMANDRENE)AL

2.1 This agreement shall tae effe)t on and from 7D/T8 and shall )ontinue unless

terminated in a))ordan)e with the proisions of this agreement until seen das after

the "lubAs final mat)h in the 7@/'-@/'8 football season.

2.2 7'I!3T $F 'B/8

GRANTO-RIGHTS

.1 In )onsideration of the pament to the "lub b the ponsor of the ponsorship Fee;

and; if appli)able; the =onuses; the "lub grants to the ponsor the ponsorship 'ights

for use b the ponsor stri)tl within the =rand e)tor; during the Term.

.2 /ll rights not eCpressl granted to the ponsor under this agreement are hereb

resered to the "lub. The ponsor a)nowledges and agrees that:

>a? the "lub is the owner of the "ommer)ial 'ights and of all rights in the "lub

b? the ponsor shall not be entitled to eCploit or enter into an )ommer)ial or

other agreement to eCploit an of the "ommer)ial 'ights other than the

ponsorship 'ightsK and

>)? the ponsor shall hae no rights in relation to the


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.# The "lub shall be entitled to enter into an sponsorship arrangement with an third

part outside of the =rand e)tor. The ponsor agrees that the "lub shall not be nor

)onsidered to be nor deemed to be in brea)h of an proision of this agreement as a

result of entering into su)h arrangement.

.% The ponsor hereb a)nowledges that the "lub has 7awarded an eC)lusie )ontra)t

for the suppl of food and beerages at the tadium and neither the ponsor nor its

)ontra)tors; emploees or agents shall proide or offer whether b sale; gift or

otherwise an food or beerage whatsoeer to an persons attending eents organised

b the ponsor.8 7its own ban+ueting department whi)h has the eC)lusie right to

suppl food and beerages at the tadium; and neither the ponsor nor its )ontra)tors;

emploees or agents shall proide or offer whether b sale; gift or otherwise an food

or beerage whatsoeer to an persons attending eents organised b the ponsor.8

7I'T DT/I $F $T3' JITI! J"5IH D/8.

CONSIDERATION

4.1 In )onsideration of the grant of the ponsorship 'ights; the ponsor agrees to pa to

the "lub the ponsorship Fee totalling G7/a? 7eague =onuses >for eCample; "hampions eague; uropa eague?K8

>b? 7"up =onuses >for eCample; Binners; Finalists?K8

>)? 7eague "up =onuses >for eCample; Binners; Finalists? 7/


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4.4 /ll sums set out in clause4.1; clause 4.2and clause4.are eC)lusie of taCes; whi)h

shall be paid b the ponsor in addition thereto.

4.# The ponsor a)nowledges and agrees that its obligation to pa to the "lub that

element of the ponsorship Fee des)ribed in clause 4.1 in its entiret arises onsignature of this agreement; notwithstanding the instalment dates set out in clause 4.1.

4.% ament of the ponsorship Fee and; if appli)able; the =onuses shall be made in full

without an set-off; dedu)tion or other withholding whatsoeer.

4.& 7=FIT I 6ID8.

3 OBLIGATIONSO-THECLUB

In )onsideration of the pament of the ponsorship Fee; the "lub undertaes to the

ponsor as follows:

>a? sub,e)t to clause .4 and to the 'egulations; delier or pro)ure the delier

of the ponsorship 'ights to the ponsorK

>b? that it has and will )ontinue to hae throughout the Term full right; title and

authorit to enter into this agreement and a))ept and perform the obligations

imposed on it b this agreementK

>)? to sele)t or pro)ure the sele)tion of the Teams and organise and administer

the "lub in a professional mannerK

>d? to use its reasonable endeaours to ensure that none of its dire)tors; offi)ers

or emploees; a)ting in the )ourse of his(her emploment; maes an

statement that is nowingl defamator; disparaging of or derogator to the

ponsorK

>e? to use the ponsor f? not to enter into an sponsorship agreement with an =rand e)tor

)ompetitor of the ponsorK

>g? to eep the ponsor informed as promptl as reasonabl pra)ti)able withrespe)t to material deelopments or )hanges to the "lub whi)h might affe)t

the ponsorAs en,oment of the ponsorship 'ightsK and

>h? that it owns and )ontrols the "lub


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>a? it shall pa the ponsorship Fee and; if appli)able; the =onuses to the "lub

in the amounts and on the dates spe)ified in clause 4K

>b? it shall pa the reasonable )osts )onse+uent on the delier of branding

asso)iated with the proision of the ponsorship 'ights within 0 das of

re)eipt of an inoi)e for the sameK

>)? it has; and will )ontinue to hae throughout the Term; full right; title and

authorit to enter into this agreement and to a))ept and perform the

obligations imposed on it under this agreementK

>d? it shall eCer)ise the ponsorship 'ights stri)tl in a))ordan)e with the terms

of this agreement. For the aoidan)e of doubt; the ponsor shall not be

entitled to use or eCploit an of the "ommer)ial 'ights >other than the

ponsorship 'ights? in an wa; nor shall the ponsor be entitled to

eCer)ise an rights in relation to the g? it shall not do or permit anthing to be done whi)h might adersel affe)t

the rights of the "lub in or to an of the "ommer)ial 'ights or the alue of

the "ommer)ial 'ights and shall proide all reasonable assistan)e to the

"lub in relation to the eCploitation b the "lub of the "ommer)ial 'ightsK

>h? it shall obsere and abide b the 'egulations and all releant laws

>in)luding but not limited to all appli)able laws; statutes; regulations and

)odes relating to anti-briber and anti-)orruption; and spe)ifi)all; it shall

not eCer)ise the ponsorship 'ights in an manner that might )onstitute an

offen)e under su)h laws; statutes; regulations and(or )odes? rules;

regulations; dire)tions; )odes of pra)ti)e or guidelines imposed b national

law or an )ompetent authorit whi)h are appli)able to the "lub; the

tadium; the Teams; an mat)h or to the a)tiities of adertisers or sponsors

in )onne)tion with an of the aboeK

>i? it shall promptl obsere and )ompl with all reasonable instru)tions;

dire)tions or regulations issued b or on behalf of the "lubK

%


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>,? it shall use reasonable endeaours to ensure that none of its dire)tors;

offi)ers or emploees; a)ting in the )ourse of his(her emploment; maes

an statement that is nowingl defamator; disparaging of or derogator to

the "lubK

>? it shall ensure that an and all ponsor l? it shall; at all times; )ompl with an proisions of the =rand !uidelinesK

and

>m? it shall onl use the ponsorship 'ights within the =rand e)tor.

>n? 7$=I!/TI$ "IFI" T$ T3 ='/D "T$'8

%.2 The ponsor hereb grants to the "lub a non-eC)lusie; roalt-free li)en)e in

perpetuit to use the ponsor


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>a? the ponsor shall submit to the "lubs nominated representatie under

clause 14.1for prior written approal representatie samples; artwor or

produ)t spe)ifi)ations a))uratel illustrating all ponsor )? in the eent that at an time an ponsor b? the "lub is suspended or is relegated from the 7insert )hampionship in

whi)h the "lub parti)ipates8K or

>)? there is a )hange in an 'egulations whi)h adersel affe)ts the alue of the

ponsorship 'ightsK or

>d? there is an material )hange in the stru)ture of the league and(or an

other )ompetitions in whi)h the "lub parti)ipates at the time of the )hange

whi)h adersel affe)ts the alue of the ponsorship 'ights.

&.2 The ponsor ma notif the "lub within 14 das from the o))urren)e of su)h eent as

referred to in )lause &.1 that; without pre,udi)e to its right to terminate this

/greement pursuant to )lause *; as a result of the o))urren)e of su)h eent; the

ponsor wishes to obtain a redu)tion and(or refund in the ponsorship Fee.

&. If within 0 das of a noti)e being re)eied b the "lub pursuant to )lause &.2; the

"lub and the ponsor are unable to agree the redu)tion and(or refund in the

ponsorship Fee the matter shall be referred to an independent eCpert >the Cpert?;

and agreed upon between the "lub and the ponsor to determine the amount of the

*


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releant redu)tion and(or refund. If the "lub and the ponsor are unable to agree

upon an Cpert within a period of 0 das from the re)eipt of the noti)e referred to

aboe in )lause &.2; then the Cpert shall be appointed b 7I'T /'$'I/T

=$D@8. The parties shall proide the Cpert with su)h information as reasonabl

re+uired to determine the releant redu)tion and(or refund. The Cpert shall be

deemed to be a)ting as an eCpert and not an arbitrator and its de)ision shall be final

and binding on the parties; sae in the )ase of manifest error. The )osts and eCpenses

of the Cpert will be shared e+uall between the "lub and the ponsor.

&.4 /n redu)tion in the ponsorship Fee whi)h is agreed between the parties or

determined b the Cpert pursuant to )lause &. aboe; shall be effe)tie immediatel

from su)h agreement being rea)hed or determination being made >unless those terms

di)tate otherwise?; and su)h redu)tion shall be paid b the "lub to the ponsor

immediatel upon demand or; sub,e)t to the parties written agreement; applied to

redu)e the following instalment of the ponsorship Fee.

7 TERMINATION

*.1 Bithout pre,udi)e to an rights that hae a))rued under this agreement or an of its

rights or remedies; either part ma terminate this agreement without liabilit to the

other 7on giing the other not less than 75being a natural person? is

deemed either unable to pa its debts or as haing no reasonable prospe)t of

so doing; in either )ase; within the meaning of se)tion 2%* of the Insolen)

/)t 19*%8 or >being a partnership? has an partner to whom an of the

foregoing appl8K or

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>e? the other part )ommen)es negotiations with all or an )lass of its )reditors

with a iew to res)heduling an of its debts; or maes a proposal for or

enters into an )ompromise or arrangement with its )reditors 7other than for

the sole purpose of a s)heme for a solent amalgamation of that other part

with one or more other )ompanies or the solent re)onstru)tion of that other

part8K or

>f? a petition is filed; a noti)e is gien; a resolution is passed; or an order is

made; for or on )onne)tion with the winding up of that other part 7other

than for the sole purpose of a s)heme for a solent amalgamation of that

other part with one or more other )ompanies or the solent re)onstru)tion

of that other part8K or

>g? an appli)ation is made to )ourt; or an order is made; for the appointment of

an administrator or if a noti)e of intention to appoint an administrator is

gien or if an administrator is appointed oer the other partK or

>h? a floating )harge holder oer the assets of that other part has be)ome

entitled to appoint or has appointed an administratie re)eierK or

>i? a person be)omes entitled to appoint a re)eier oer the assets of the other

part or a re)eier is appointed oer the assets of the other partK or

>,? the other part; being an indiidual; is the sub,e)t of a banrupt) petition or

orderK or

>? a )reditor or en)umbran)er of the other part atta)hes or taes possession

of; or a distress; eCe)ution; se+uestration or other su)h pro)ess is leied or

enfor)ed on or sued against; the whole or an part of its assets and su)hatta)hment or pro)ess is not dis)harged within 7148 dasK or

>l? an eent o))urs; or pro)eeding is taen; with respe)t to the other part in

an ,urisdi)tion to whi)h it is sub,e)t that has an effe)t e+uialent or similar

to an of the eents mentioned in )lause &.1>d? to )lause &.1>? >in)lusie?K

or

>m? the other part suspends or )eases; or threatens to suspend or )ease; to )arr

on all or a substantial part of its businessK or

>n? the other part; being an indiidual; dies or; b reason of illness or

in)apa)it >whether mental or phsi)al?; is in)apable of managing his or her

own affairs or be)omes a patient under an mental health legislationK or

>o? there is a )hange of )ontrol of the other partK or

>p? the "lub is suspended or is relegated from the 7insert )hampionship in

whi)h the "lub parti)ipates8K or

>+? as a result of an a)t or omission b the other part the part reasonabl

)onsiders that the image or reputation of the part has been; or is liel to

be; >if su)h brea)h were repeated?; materiall adersel affe)ted.

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*.2 The "lub ma terminate this agreement without liabilit to the ponsor immediatel

b giing written noti)e to the ponsor if owing to an a)t or omission of the

ponsor; or an person engaged or emploed b the ponsor; or an guest of the

ponsor; an propert whether fiCed or moeable; real or personal to the "lub

>in)luding; without limitation; an personal data as defined in the appli)able data

prote)tion legislation? is lost; damaged or destroed or is at signifi)ant ris of being

lost; damaged or destroed.

*. The "lub ma terminate this agreement without liabilit to the ponsor immediatel

b giing written noti)e to the ponsor if:

>a? the ponsor has offered or gien or agreed to gie to an person emploed

or engaged b the "lub or an other person an gift or pament of an ind

as an indu)ement or reward for doing or not doing or for haing done or not

done an a)tion in relation to this agreement; or an other agreement with

the "lub; or if the same has been done b an person emploed b the

ponsor or a)ting on the ponsors behalf >with or without the nowledge of

the ponsor?K

>b? notwithstanding the aboe; the "lub reasonabl suspe)ts that the ponsor

has or intends to )ommit a brea)h of )lause %.1>h?.

*.4 7'I!3T T$ T'b? the ponsor shall not use or eCploit its preious )onne)tion with the "lub;

the Teams; the tadium or the laers; whether dire)tl or indire)tlK

>)? the "lub ma grant all or an of the ponsorship 'ights to an third partK

>d? ea)h part shall promptl return to the other all of the propert of the other

within its possessionK and

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>e? 7the "lub shall repa the ponsorship Fee to the ponsor in proportion to

the number of whole months then remaining in the Term in a))ordan)e with

the pament s)hedule set out in )lause 4.18.

1 -ORCEMA;EURE

10.1 If; b reason of an For)e in)luding an liabilit for an negligent a)t or omission? howsoeer

arising out of or in )onne)tion with the performan)e of the "lubAs obligations under

this agreement in respe)t of an one or more in)idents or o))urren)es during the Term

shall be limited to a sum e+ual to the amount of the ponsorship Fee re)eied b the

"lub as at the date of su)h a)t or omission.

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11.# The ponsor shall indemnif and eep indemnified the "lub from and against all

)laims; damage; losses; )osts >in)luding; without limitation; all reasonable legal

)osts?; eCpenses; demands or liabilities arising out of or in )onne)tion with the

eCer)ise b the ponsor of the ponsorship 'ights; whether or not in a))ordan)e with

the proisions of this agreement and the use b the "lub of the ponsor b? ponsor: 7DT/I8.

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14.2 The ponsor a)nowledges and agrees that it is not entitled to rel on an

representation; authorisation or de)ision of the "lub unless made b the prin)ipal

point of )onta)t >or his designated repla)ement? set out in clause 14.1.

13 NOTICES

1#.1 /n noti)e re+uired to be gien under this agreement; shall be in writing and shall be

deliered personall; or sent b pre-paid first )lass post or re)orded delier or b

)ommer)ial )ourier; to ea)h part re+uired to re)eie the noti)e at its address as set

out below:

"lub: 7"$T/"T8 7/DD'8

ponsor: 7"$T/"T8 7/DD'8

or as otherwise spe)ified b the releant part b noti)e in writing to ea)h other part.

/n noti)e shall be deemed to hae been dul re)eied:

>a? if deliered personall; when left at the address and for the )onta)t referred

to in this )lauseK or

>b? if sent b pre-paid first )lass post or re)orded delier; at 9.00 am on the

se)ond =usiness Da after postingK or

>)? if deliered b )ommer)ial )ourier; on the date and at the time thatthe )ouriers delier re)eipt is signed.

1#.2 / noti)e re+uired to be gien under this agreement shall not be alidl gien if sent

b e-mail.

The proisions of this )lause 1# shall not appl to the seri)e of an pro)eedings or

other do)uments in an legal a)tion.

14 GENERAL

1%.1 o failure or dela b a part to eCer)ise an right or remed proided under this

agreement or b law shall )onstitute a waier of that or an other right or remed; nor

shall it pre)lude or restri)t the further eCer)ise of that or an other right or remed.

o single or partial eCer)ise of su)h right or remed shall pre)lude or restri)t the

further eCer)ise of that or an other right or remed.

1%.2 This agreement )onstitutes the whole agreement between the parties and supersedes

all preious agreements between the parties relating to its sub,e)t matter. a)h parta)nowledges that; in entering into this agreement; it has not relied on; and shall hae

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no right or remed in respe)t of; an statement; representation; assuran)e or warrant

>whether made negligentl or inno)entl? other than as eCpressl set out in this

agreement. othing in this sub-)lause shall limit or eC)lude an liabilit for fraud.

1%. The rights and remedies proided under this agreement are in addition to; and noteC)lusie of; an rights or remedies proided b law.

1%.4 a)h part shall bear its own )osts and eCpenses in )onne)tion with the negotiation;

preparation; eCe)ution; and performan)e of this agreement and an do)uments

referred to in it.

1%.# a)h part shall use all reasonable endeaours to pro)ure that an ne)essar third

part shall eCe)ute su)h do)uments and perform su)h a)ts as ma be re+uired for the

purpose of giing full effe)t to this agreement.

1%.% If a proision of this agreement >or part of an proision? is found b an )ourt or

other authorit of )ompetent ,urisdi)tion to be inalid; illegal or unenfor)eable; that

proision or part-proision shall; to the eCtent re+uired; be deemed not to form part of

this agreement; and the alidit and enfor)eabilit of the other proisions of this

agreement shall not be affe)ted. If a proision of this agreement >or part of an

proision? is found illegal; inalid or unenfor)eable; 7the proision shall appl with

the minimum modifi)ation ne)essar to mae it legal; alid and enfor)eable $' the

parties shall negotiate in good faith to amend su)h proision su)h that; as amended; it

is legal; alid and enfor)eable; and; to the greatest eCtent possible; a)hiees theparties original )ommer)ial intention8.

1%.& o ariation of this agreement shall be effe)tie unless it is in writing and signed b

the parties >or their authorised representaties?.

1%.* This agreement and an dispute or )laim arising out of or in )onne)tion with it or its

sub,e)t matter or formation >in)luding non-)ontra)tual disputes or )laims? shall be

goerned b and )onstrued in a))ordan)e with the law of 7T''IT$'@8. The parties

irreo)abl agree that the )ourts of 7T''IT$'@8 shall hae 7eC)lusie $' non-eC)lusie8 ,urisdi)tion to settle an dispute or )laim that arises out of or in )onne)tion

with this agreement or its sub,e)t matter or formation >in)luding non-)ontra)tual

disputes or )laims?.

1%.9 Time shall be of the essen)e in respe)t of an dates; times and periods spe)ified in

)lause7s8 75


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1%.10 / person who is not a part to this agreement shall not hae an rights under or in

)onne)tion with it.

1%.11 othing in this agreement is intended to; or shall be deemed to; establish an

partnership or ,oint enture between an of the parties; )onstitute an part the agentof another part; nor authorise an part to mae or enter into an )ommitments for

or on behalf of an other part 7eC)ept as eCpressl proided in )lause7s8

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S%,$"ul$ 1 T,$ Sponsors,#p R#+,&s

1 KITBRANDING


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>d? to ponsor


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>e? although the ponsorAs preferen)es will be taen into a))ount; the "lub does

not guarantee that a spe)ifi) laer or laers will be aailable for an

parti)ular appearan)eK

>f? personal appearan)es shall be sub,e)t to one monthAs noti)e and shall be on

dates and at times and pla)es )ompatible with the plaing and trainings)hedule of the laers and g? the ponsor shall be responsible for all eCpenses in)urred b an laer or

the a? the ponsor


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5 SUPPLYO-PRODUCTS

The ponsor shall hae the right to suppl ponsor =rand e)tor produ)ts at all

3ome !ames; the me)hani)s of whi)h suppl shall be sub,e)t to the "lubs prior

written approal.

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S%,$"ul$ 2 T,$ Sponsor M!r(

21


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S%,$"ul$ P$r#*$&$r bo!r"s

2


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S%,$"ul$ 3 Br!n" +u#"$l#n$s

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igned b 7/

international sponsorship agreement

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