WRC-P hereinafter referred to as “Promoter”
1. Purpose
Agent has amble expertise in the commercial markets as further described in the Term Sheet. Agent shall provide its services of generating and proposing deals towards Promoter with the aim of the execution of an agreement between a Lead and WRCP in particular in the areas of sponsorship, licensing, media and event.
2. Lead
Lead(s) are qualified and reasonable potential commercial partners according to the conditions of the Term Sheet. The Agent shall in particular verify reliability and creditworthiness of the Lead(s) prior to the introduction to the Promoter.
3. Eligible Deal
Eligible Deal(s) is an orderly executed agreement, solely introduced by the Agent as further specified in clause 6, between the Promoter and a Lead, in the area of sponsorship, media licenses or licensing that comply with the provisions of these Terms and Conditions and the criteria outlined in the accompanying Term Sheet.
4. Market
Agent is appointed solely to provide leads as detailed in a specific market if agreed upon accordingly (“Market”). Unless agreed otherwise, a Lead beyond the Market shall not be deemed as Lead and thus as Eligible Deal. For the sake of clarification, a market in any appendix to the Term Sheet shall only be deemed as Market in the meaning of the Agreement if it is explicitly named as such.
5. Territory
In the event the Term Sheet provides a Territory (“Territory”), only such Leads from the designated Territory shall be deemed as Eligible Deals, subject to the further conditions outlined in these Terms and Conditions.
6. Agent’s Services
The Agent introduces qualified and reasonable Leads to the Promoter. The Agent facilitates swift negotiation and closing of an Eligible Deal(s) for the Promoter in the Territory (if applicable) and in the Markets (if the Term Sheet is specifically stating Markets as such) during the Term. For avoidance of doubt, Agent acknowledges and accepts that Promoter hired the services of other agents for negotiating Eligible Deals.
The Agent shall not approach any Lead(s) without first informing Promoter about the identity of the Lead(s) and obtaining Promoter’s prior written approval (approval via email by Promoter’s marketing director or executive director is sufficient) for each Lead. The Agent agrees to coordinate closely with the Promoter on how to approach each Lead for the first time and on Agent’s negotiation strategy and communication during the Term. For the avoidance of doubt, if Agent suggests potential business partner(s) to the Promoter, it’s Promoter’s sole decision to approve or refuse such potential business partner(s) as Lead(s) and any contracting with a refused potential business partner shall not be subject to the Agreement.
The Agent acknowledges that any decision to enter into an Eligible Deal with a Lead and the terms thereof are in Promoter’s sole discretion. The Promoter is under no circumstances obliged to conclude an Eligible Deal with any Lead(s), which has been negotiated by the Agent nor shall the Promoter be prevented from acquiring, negotiating and concluding Eligible Deals with any third party on its own and the Agent acknowledges that all such decisions are at Promoter's sole discretion.
The Agent shall provide to the Promoter up-to-date, accurate and comprehensive written reports about the process and progress, in particular the negotiations with the Lead(s) (i) upon Promoter’s request (within five (5) business days) or (ii) prior to any joint presentation with the Promoter to a Lead. The Agent shall further be available upon reasonable notice for calls and meetings in order to align the strategy and milestones.
In order to protect Promoter’s goodwill, material, Intellectual Property and Confidentiality (as defined below) and to ensure high standards of its services, the Agent is only permitted to use any Material, Intellectual Property and information after and as approved by the Promoter, when representing the Promoter to a potential Lead.
The Agent is not authorised to (and will not present itself or may appear to present itself as having authority to) (i) bind or enter into any agreement or obligation for the Promoter; or (ii) incur any obligations, liabilities or expenditure in the name of or for the account of the Promoter; or (iii) place itself in a position which poses or may appear to pose a conflict of interest with the interests of the Promoter. The Agent shall not make any representation or offer any warranty, promise or undertaking to any (potential) Lead(s) or other third party concerning rights, sponsorships, services or any other detailed matter which may or may not be the subject of a subsequent Eligible Deal without the prior written consent of the Promoter (E-Mail sufficient).
To avoid any misunderstanding the Agent is fully allowed to liaise and provide services to other sports properties and organisations during the Term unless there are any direct conflicts with the Promoter.
The Agent confirms that it has not agreed to, accepted or collected and will not agree to, accept or collect any considerations, rewards or remunerations from the (potential) Lead(s) for the consideration as a business partner of the Championship, the conclusion of an agreement or for any other connection and/or access to the Promoter, the FIA, the Championship or other Championship stakeholders, unless such has expressly been approved upfront in writing by the Promoter and procures that the Agent Staff ensure compliance with this paragraph. Any violation of the preceding sentence shall be deemed as material breach and the Agent shall be obliged to pay and/or transfer immediately such considerations, rewards or remunerations as damages to the Promoter.
Agent undertakes and warrants that (i) it has all the necessary means, including but not limited to permissions or administrative and logistical means, to perform the services to the Promoter; and (ii) every obligation to be performed by the Agent under the Agreement is also always performed or otherwise fully complied with by its personnel and/or each of its directors, employees, agents and contractors; and (iii) all personnel, directors, employees, agents and contractors are paid by the Agent all remuneration and employment-related benefits, tax and dues due to them or the competent authorities, including pension and workers compensation; and (iv) it meets the notification obligations under applicable law in respect of the employment of its personnel, directors, employees, agents and contractors; and (v) it discharges any taxation or other obligations in respect of any salary or employment related benefit provided to its personnel, directors, employees, agents and contractors; and (vi) it acts in a manner consistent with the best interests of the Promoter; and (vii) Agent undertakes and warrants not to make or cause any public derogatory or defamatory comments about Promoter, its shareholders, the Championship, FIA, the sponsors, partners, Lead or Championship stakeholders.
7. Consideration
The Consideration shall be the Fee/Commission (“Fee/Commission”) according to the Term Sheet, based on the Net Receipts for the Initial Term.
Net Receipts means any payment invoiced/billed and actually received by the Promoter during the Term from an Eligible Deal.
Initial Term shall be the term of an Eligible Deal without renewals and / or amendment(s) or similar. For the avoidance of doubt and unless agreed otherwise, the Agent shall in particular not be entitled to any Fee/Commission for any and all agreements, extensions, renewals or amendments concluded after the Term of the Agreement.
Fee / Commission subject to: (i) Agent must have been a material factor in the conclusion of such Eligible Deals, hence a clear and target oriented effort from the Agent in negotiating and concluding the agreement(s) must have been demonstrated by the Agent and Promoter had no substantial contact with such Lead(s) in parallel; (ii) the Agent is not in breach of any of the material provisions of the here mentioned provisions; (iii) the Promoter has a valid agreement with the FIA regarding the Championship; and (iv) for EPA(s), the FIA World Motor Sport Council has given their approval to include the respective Championship event in the Championship Calendar for the relevant Championship season.
The Parties agree that the amount of the Fee/Commission already comprises a claim according to § 89b HGB (German commercial code). Irrespective the foregoing, a claim according to § 89b HGB is excluded if the requirements of § 92c HGB are met.
For the avoidance of doubt, amounts received by the Promoter as value-in-kind (such as cross promotion, logistic support budget or similar) are not subject to any Fee/Commission, and the Agent shall not be entitled to claim any amounts of money received by Promoter for the support of the competitors, Championship sponsors and the Promoter in relation to their board- and lodging costs, travelling- and transportation needs.
The Agent acknowledges and confirms that the Promoter shall be obliged to pay the Fee/Commissions in respect of Net Receipts only. Non-payment whether arising from the fault or for any other cause or reason, shall not entitle the Agent to any Fee/Commission, nor the receipt of any other benefits than Net Receipts by the Promoter. The Agent confirms that such Fee/Commission shall constitute, full, final and equitable remuneration for Agent’s services and other tasks hereunder. Costs and expenses incurred by the Agent in the introduction and negotiations of a Lead and in any relation to the Agreement shall be borne by the Agent, unless agreed otherwise. The Agent acknowledges and agrees that no extra or other charges, costs, fees or expenses will be paid by the Promoter under the Agreement. Such additional costs shall be borne by the Agent in any event. Any additional claims are excluded.
The Fee/Commission shall be payable in the same instalments as the payments stipulated in the Eligible Deal. Hence, following Promoter’s receipt of the respective amount, on which the Net Receipts are calculated, as cleared funds in Promoter’s bank account, the Promoter shall pay to the Agent the Commission within thirty (30) days of Promoter’s receipt of a valid and correct invoice for the relevant amount of the Net Receipts from the Agent. The Promoter agrees to keep the Agent informed of any payments received in relation to the Eligible Deal in order for Agent to issue the corresponding invoice(s).
Agent's claim for the Fee/Commission shall ex post facto become void in the event an Eligible Deal between the Promoter and a Lead are wholly or partially restricted in their performance, including without limitation Promoter’s termination of such due to a breach or Lead’s failure to pay the agreed contracted fee or other amounts or Promoter, in its sole discretion, considers a refund of monies already received pursuant to such an Eligible Deal to be necessary. In such a case the Agent shall be obliged to repay, any applicable amount of the Fee / Commission for such Eligible Deals within thirty (30) days of written notice thereof to the Agent by the Promoter.
All travelling and accommodations connected with the Agreement have to be agreed in advance and in writing (email sufficient) by Promoter. For the avoidance of doubt, the Agent shall not make any travelling and accommodation arrangements without the prior written agreement of Promoter and shall use the procedures and facilities set in place by Promoter if required by ^. Promoter will pay reasonable travel costs of the Agent incurred in the proper provision necessary for the fulfilment of the Agreement, provided that such costs are in compliance with Promoter’s written approved amount (collectively with travelling and accommodation expenses the “Expenses”). Expenses will only be compensated subject to receipt of valid originals or copies of receipts for all such Expenses, acceptable for Germany tax authorities, which have to be provided by Agent to Promoter together with the corresponding invoice. The Agent acknowledges and agrees that no extra or other charges will be paid by the Promoter under the Agreement. Any additional claims are excluded.
8. Invoice and Tax
All invoices to be paid by the Promoter under the Agreement must be sent to the Promoter via E-mail to: Invoice@wrc.com
All amounts payable are in Euro. Any and all taxes shall be borne by Agent, unless expressly otherwise stated herein. Any Fee / Commission according to the Agreement shall be subject to receipt of a detailed and duly issued invoice. If any withholding tax had to be paid to the competent tax authorities, the Agent shall supply to the Promoter a certificate of payment stating the amount withheld and paid to the relevant authorities.
9. Exclusivity
Unless expressively agreed otherwise, the Agreement shall be non-exclusive. In the event, Parties agreed on exclusivity, such exclusivity shall only apply within the areas specified with the Term Sheet (e.g. Market, Territory, line of business) and solely towards other agents or similar appointed contractors. Irrespective the foregoing, in no event an exclusivity shall restrict Promoter in whatsoever kind.
10. Term, Termination and Effects of Termination
10.1 The Agreement shall be effective according to the section “Term” of the Term Sheet (“Term”).
10.2 In the event, Parties should have agreed upon milestones, Promoter shall be entitled to terminate the Agreement without notice period (email sufficient) according to the milestones as stated out in the Term Sheet. For the avoidance of doubt, Agent is not entitled to any reimbursement or similar in such an event.
10.3 After expiry or termination of the Agreement for any reason whatsoever, the Agent shall immediately (i) cease to describe itself as an agent of the Promoter; (ii) cease to use Intellectual Property or trade or brand names of the Promoter, the Championship and the FIA; and (iii) transfer, assign and make available to the Promoter (or at Promoter’s request, destroy and provide a certificate of destruction in respect thereof) all property, documents, information, Materials, Confidentiality Information, Intellectual Property and other materials in Agent’s possession or control belonging to or paid for by the Promoter or which the Agent has received in the process of negotiation, creation or execution of the Agreement without delay; and (iv) reimburse to Promoter any Commissions that have been paid to Agent in case the Eligible Deal(s) negotiated and/or entered to during the Term is terminated or cancelled for whatever reason. A right of retention of copies of property, documents, information and other materials by the Agent is excluded, to the extent it is legally permissible.
For the avoidance of doubt, the provisions of the Agreement which are expressly or impliedly intended to survive the termination or expiry of the Agreement shall survive such termination or expiry.
11. Data
11.1 Agents shall provide Data (“Data”) in the form and quality required by the Promoter, ensuring that all submissions meet the specified standards and requirements necessary for the intended purpose.
11.2 The Agent agrees to comply with applicable data protection laws, including but not limited to the EU General Data Protection Regulation (GDPR) and other relevant privacy regulations.
Any personal data shared between the Parties shall be processed solely for the purposes of fulfilling the obligations outlined in the Agreement and shall not be used for any other purpose without prior written consent from the data subject.
Any data breaches or unauthorized access affecting personal data must be reported to the other Party within 48 hours of discovery, detailing the nature of the breach and remedial measures undertaken.
11.3 All persons engaged under this Agreement are required to sign a Data Processing Agreement (DPA) prior to handling any personal data, ensuring compliance with applicable data protection laws and safeguarding the confidentiality and security of such data.
12. Intellectual Property
The Agent shall be entitled to use the Materials and to produce marketing materials and presentations in accordance with the ‘Championship Brand Guidelines’, instructions and approvals provided by the Promoter during the Term. The Agent shall promptly send to the Promoter copies of its marketing materials and presentations prior to its publication or distribution for Promoter’s written approval. The Agent agrees that all rights to material incorporating Promoter’s and/or Championship’s marks, logos, products, imagery, events and other material of Promoter’s and/or Championship’s property as well as any copy, edit, adaptation, version, developments or derivative work thereof, shall be Promoter’s exclusive property and shall be granted or assigned as set forth below.
The Agent agrees that the Promoter is and shall remain the exclusive owner of the proprietary information and all Intellectual Property rights invented, developed, devised, created, acquired and generated in connection in any relation with this Agreement including the Materials. No licence or conveyance of any such rights to the Consultant is granted or implied under this Agreement. “Intellectual Property” means in particular, but not only any concept, process, innovation, improvement, trade secret, trade mark, service mark, logo, business name, domain name, copyright work, graphic, production, media, music, artwork, design, plan, drawing, software, invention, patent, discovery, formula, idea, specification, know-how, database right or device, of whatever nature, whether or not patentable or capable of registration and whether or not recorded in any medium.
Any Intellectual Property invented, developed, devised, created or acquired by the Agent and the Agent Staff (whether alone or jointly with any other person) in the fulfilment of the Agreement will be the exclusive property of the Promoter and the Agent hereby unconditionally assign all existing and future rights, title and interest in and to any such Intellectual Property to the Promoter irrevocably, perpetual, worldwide, unrestricted for any purpose by itself or through third parties and freely transferable. The Agent undertakes and warrants to ensure that all such rights and property is granted and secured for the Promoter to the same extend from the Consultant Staff or third parties for the Promoter. The Agent irrevocably and unconditionally waives and procures that the Agent Staff irrevocably and unconditionally waive, in perpetuity the benefits of any provision of law known as ‘moral rights’ or any similar rights whether now existing or hereafter conferred under the laws of any jurisdiction in connection with Agent’s services and the Intellectual Property pursuant to this Agreement. The Agent agrees to execute promptly all documents, make all applications, give all assistance and do all acts and things as may, in the opinion of the Promoter, be necessary to vest in the Promoter and its successors and assigns the rights granted and assigned by the Agent hereunder.
The Agent shall not be entitled to use the Intellectual Property and in particular but not limited to the logos of the FIA, the Championship, the Event organiser or of the Promoter for advertising or reference purposes or otherwise without Promoter’s explicit prior written consent for each intended use.
13. Independent Contractor
Nothing in the Agreement will prevent the Agent from being engaged, employed or otherwise involved or occupied in any other business, trade, profession or other activity during the Term of the Agreement, provided that such business, trade, profession or other activity does not cause a breach of any of the Agent’s obligations under the Agreement. The Agent confirms herewith to the Promoter that there are no conflicting contractual or other commitments or interests that could render impossible, endanger or otherwise impede the performance of the Agreement and that during the Term hereof, the Agent will ensure to maintain this state. It will be for Promoter’s determination as to the existence and weight of these factors and if the Agreement needs to be amended or terminated with immediate effect due to such conflict.
Agent's relationship with the Promoter will be that of an independent contractor and nothing in the Agreement will render the Agent an employee, worker, agent or partner of the Promoter and the Agent will not hold itself out as such. The Agent is responsible for paying all its contributions to social security, employment insurance, medical, health, liability and similar insurances and other applicable charges and taxes for the Agent and the Agent Staff (if any).
The Agreement constitutes a contract for the provision of services and not a contract of employment and accordingly, the Agent will be fully responsible for and shall indemnify Promoter and its directors and employees to the maximum extent possible against (i) any liability, assessment, demand or claim for income tax, national insurance contributions and any other social security contributions and any other liability, deduction, contribution, assessment or claim and (ii) reasonable expenses and penalties, fines or interests incurred or payable by the Promoter in connection with such liability, demand or claim, and (iii) any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by or on behalf of the Agent and/or any of the Agent Staff against the Promoter arising out of or in connection with the the Agreement.
14. Confidentiality
The Agent (i) agrees to keep the content and all terms of the Agreement and all information of which the Agent gains knowledge of or which comes otherwise into the Agent’s possession (whether in writing, orally or by any other means) as a result of the Agreement in particular but not limited to Promoter’s and Lead(s) business, affairs or finances, as well as the existence and the terms of the Eligible Deals or the negotiation in relation thereto and which is of a confidential or proprietary nature, whether or not such information is marked confidential or communicated as being confidential, strictly confidential (“Confidential Information”); (ii) agrees not to disclose such to any third party or to use it for any other purpose as set forth in the Agreement; and (iii) warrants that the Agent Staff and any other person engaged in connection with the Agreement have signed a corresponding confidentiality arrangement with the Agent as agreed upon herein between the Parties. The confidentiality shall remain effective for the Term and for an indefinite time thereafter.
15. Warranties and Indemnity
The Agent undertakes and warrants that (i) the Agent is entitled to enter into the Agreement and grant the rights to the Promoter as agreed herein; (ii) the Agent renders the services, creates and delivers the Intellectual Property with due care and skill and in accordance with the terms of the Agreement and all directions given by the Promoter; (iii) the Agent and all of the Agent Staff will fully abide and comply with all Security Rules; (iv) the services and the Intellectual Property are original works (save for any material supplied by the Promoter); (v) there are no claims, liens or other encumbrances or rights of any nature in or to the services and/or the Intellectual Property, or any part thereof, which will in any way interfere with or impair any of the rights granted to the Promoter herein; (vi) the Agent has obtained all necessary rights, permissions, licences, consents and moral rights waivers; (vii) nothing of Agent’s services will contain material that is unlawful or will promote illegal or unlawful activities (including without limitation offensive or illegal content, materials, promotions and product placement); (viii) the Agent complies with (a) all laws and regulations and (b) any policy or procedure as advised by the Promoter, the Championship event organiser and/or the FIA including without limitation all applicable anti-bribery and anti-corruption regulations and codes of practice.
The Agent shall indemnify and hold Promoter harmless against all actions, claims, costs (including reasonable legal and settlement costs and other payments), proceedings, direct and indirect damages, expenses or fines of whatsoever kind or nature arising out of (i) any breach or non-performance of any obligations, warranties, representations and undertakings contained in the Agreement; and/or (ii) the Agent’s and/or the Agent Staff’s attendance, acts and/or omissions at the Championship event(s), unless set forth otherwise by applicable law.
The Promoter represents and warrants to the Agent that (i) it has full right and authority to enter into the Agreement, to accept the terms of the Agreement and to perform the obligations imposed on it under the Agreement; and (ii) it is entitled to use, and sublicense the use of, the Materials, Intellectual Property and any other material supplied by it under the Agreement.
The Agent represents and warrants that it is aware of the relevant provisions of applicable legislation relating to corruption, bribery, money laundering, undue influence and related matters and equivalent legislation. It understands their relevance to the Agreement related to the negotiation and closing of an Eligible Deal(s), and it shall comply with them accordingly. The Agent and its directors, officers, employees and representatives shall engage only in legitimate business and ethical practices in their commercial operations and in particular in relation to governmental authorities and politically exposed persons. The Agent shall not offer, pay or promise to any governmental official / employee / representative, political party / official / candidate, politically exposed person or entity, or any other person / entity for the purpose of (i) influencing any act or decision of such person, entity or party to obtain or retain business or (ii) inducing such person, entity or party to influence any act or decision of any regional, national, state or local government or instrumentality thereof or other authority.
16. Miscellaneous
Agent acknowledges and warrants to the Promoter that it is not entering into an agreement with a Lead in reliance on any statement, warranty understanding or representation (whether or negligently or innocently made) not expressly set out herein. Except as expressly provided in the Agreement, no amendment or variation of the Agreement shall be effective unless it is in writing and signed by both the Agent and the Promoter.
The failure or delay of either party in exercising or enforcing any right under these Terms and Conditions shall not be deemed to be a waiver of that right, nor shall it impair the exercise or enforcement of such right at any time or times thereafter.
The Term Sheet together with these Terms and Conditions shall be considered jointly as the Agreement (“Agreement”).
The Agreement shall be governed by the laws of the Federal Republic of Germany except for the conflict of law rules and the UN Sales Convention (United Nations Convention on Contracts for the International Sale of Goods dated 11.4.1980) and the Parties submit all disputes arising from or in connection with the Agreement to the exclusive jurisdiction of the commercial courts in Munich, Germany. Place of venue and sole competent court to resolve any litigation between the Parties shall be the competent court in Munich, in Germany.
Multiple signature pages, signatures delivered via scanned-in PDF copy or fax, and electronic signatures will all constitute originals and together will constitute one and the same instrument.