WHEREAS KRAWL Europe Ltd., (the “Sponsor” hereinafter) desires to appoint the Driver, and the Driver desires to accept appointment, as a partner of Sponsor’s products as set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements promises set forth herein, the parties agree as follows:
1. The Driver hereby grants to the Sponsor a Sponsorship relationship for the considerations contained herein for the competition season of the year of 2021.
2. The Driver grants to the Sponsor exclusive Sponsorship relationship in the field of LCG scale rock crawler chassis systems that means the Driver grants to establish no Sponsorship relationship in any forms with any entities manufacturing or distributing LCG scale rock crawler chassis systems during the term of this Agreement.
3. During the term of this Sponsorship Agreement, the Driver shall maintain intensive competition activity, and shall use its best efforts to qualify and compete in competition series as the Driver in its sole discretion may determine.
4. The Sponsor provides 2 sets of Team Driver shirts per season gratis for the Driver. The Driver is able to get more Team Driver shirts above the quota on the actual pricing. If the Driver has further sponsors he can decide to let their logos print on the Team Driver shirts provided by the Sponsor or has to ensure the Sponsor’s logos embroidered or screen printed on Driver’s apparel in a size at minimum 4 inches by 4 inches and attached to the front, rear and/or sides of the apparel.
5. The Sponsor’s logo decals must be added by the Driver showing sponsorship by the Sponsor and must appear on at least two sides of all competition vehicles built using the Sponsor’s products. Vehicle logo decals are to be provided by the Sponsor.
6. Photo(s) or video(s) are required from the Driver prior to and after the competition event on all of the Driver’s social media platforms and any forums the Driver is associated with tagged with the Sponsor’s tags available on https://procrawler.eu/contact/, no later or earlier than one (1) day before or after the competition event.
7. Photo(s) or video(s) are required from the Driver about his vehicle builds, field testing and other events on all of the Driver’s social media platforms and any forums the Driver is associated with tagged with the Sponsor’s tags available on https://procrawler.eu/contact/.
8. All product launches and current sales or promotions from the Sponsor must be shared on all of the Driver’s social media platforms and any forums the Driver is associated with, no later than one (1) week after the initial launch, offer or post.
9. Forums in which the Driver is associated with or is a member thereof, must ensure the Sponsor is tagged, mentioned or linked to for business relations.
10. Interviews that the Driver is apart of or participating in must ensure the Sponsor is mentioned for business relations.
11. The Sponsor grants continuous posting and/or sharing of the Driver’s activities to build the Driver’s personal image in its own media channels consisting of, but not limited to its websites, social media platform channels and newsletters.
12. The Driver grants active participation in the new product development processes of the Sponsor with its best efforts, knowledge and experience.
13. As compensation for the sponsorship relationship under the terms of this agreement, the Sponsor agrees to provide the following compensations and discounts such as products and services:
13.1. 25% Team Driver Discount for the products manufactured by the Sponsor. This does not include OEM parts from other manufacturers.
13.2. 50% Team Driver Discount for prototypes of new products for testing purposes
14. Should the Driver acquire any parts or products from the Sponsor, they are for personal use only and they are not to be sold for individual or business profit.
15. Driver acknowledges that all trademarks, brands, products, know-hows, working processes and product related files, contents and informations are the exclusive license, copyright and intellectual properties of the Sponsor.
16. The term of this contract is from the date executed and valid until revoked. This contract shall apply to all competitions and activities in which the Driver competes or acts during such term regardless of locale.
17. Either party may terminate this agreement if the other party is found to have breached the terms of the agreement and said breach is not cured within five (5) days of receipt of written notice of such breach from the non-breaching party. In the event a breach cannot be completely cured within the five (5) days allowed to cure the breach, and the curing process has been started within five (5) days, and the breaching party has been diligent in its efforts to cure through the period, both parties may agree to continue the agreement until such time as the breach is cured. Rightful termination hereunder shall be without prejudice to any other rights or remedies a party may have.
18. Sponsor and Driver acknowledges and agrees that each party has a legitimate business interest in protecting its proprietary information from abuse and agrees that the restrictions set forth herein are reasonably necessary to protect such legitimate business interests.
19. Each party acknowledges that during the Term, it shall have access to the confidential information and trade secrets of the other, consisting of, but not limited to information concerning each other's methods of operations, systems, products and other such proprietary business information. For purposes of this Agreement, "confidential information" means any confidential or other proprietary information disclosed by one party to the other under this Agreement, except information that (a) is public knowledge at the time of disclosure, (b) was known by the receiving party before disclosure by the disclosing party, or becomes public knowledge or otherwise known to the receiving party after such disclosure, other than by breach of a confidentiality obligation, or (c) is independently developed by the receiving party.
20. During the term of this Agreement and for an unlimited time period following the termination of this Agreement for any reason, the receiving party shall (a) not disclose the confidential information to any third party, (b) not use the confidential information in any fashion except for purposes of performing this Agreement, (c) exercise reasonable care to prevent disclosure, and (d) notify the disclosing party of any unauthorized disclosure or use of the confidential information. Upon termination of this Agreement for any reason, each party shall immediately deliver to the other party all copies of the confidential information received from such other party. Each party acknowledges that breach of the covenants contained herein will cause irreparable harm to the disclosing party entitling the disclosing party to injunctive relief, among other remedies, against any breach or threatened breach, without waiving or affecting any claim for damages or other relief.
21. Sponsor and Driver declare that the territorial and time limitations as stated herein, are reasonable and properly required for the adequate protection of each party's business. In the event that any of the territorial or time limitations are deemed to be unreasonable by a court of competent jurisdiction, then all parties agree and submit to the reduction of either the territorial or time limitation as the court deems reasonable.
22. Each party (the Indemnifying Party) shall indemnify the other party(s) and its directors, officers, agents, employees, contractors, affiliates, or subsidiaries (collectively referred to as "Indemnified Parties" and hold the Indemnified Parties harmless from and against any losses, costs, damages, and fees (including reasonable attorney's fees) incurred by the Indemnified Parties in connection with: (a) any breach by the Indemnifying Party of any warranty, covenant or obligation under this Agreement or (b) the Indemnifying party's acts or omissions, or the use of any product or service provided by the Indemnifying party. Upon appropriate notice, the Indemnifying party shall defend, at its expense, any claim brought against one or more of the Indemnified Parties based on or arising out of one or more of the provisions contained herein.
23. The parties agree that this Agreement shall be subject to and governed by the laws of the Hungarian Republic. In the event that legal proceedings become initiated with reference to this Agreement for any reason, venue shall remain in Budapest, Hungary.
24. The parties hereby agree if any provision of this Agreement is held to be invalid or unenforceable, all other provisions shall nevertheless continue in full force and effect.
25. The parties hereby agree that in the event a suit is initiated with reference to this Agreement by any party, the prevailing party shall be entitled to an award of reasonable attorneys fees and disbursements incurred by such party in connection with, including but not limited to fees and disbursements in administrative, regulatory, bankruptcy and appellate proceedings.
26. The parties hereby agree that modification and waiver of any of the provisions of this Agreement shall be effective only if made in writing and executed with the same formality as this Agreement. The failure of any party to insist upon strict performance of any of the provisions of this Agreement shall not be construed as a waiver of any subsequent default or breaches of the same or similar nature.
27. The parties hereby agree that this Agreement contains the entire understanding of the parties. There are no representations, covenants, warranties or undertakings other than those expressly set forth in this agreement.
28. This Agreement shall be binding on and inure to the benefit of the respective parties hereto and their successors and assigns. The obligations and rights hereunder may not be assigned to another entity or individual without the express written consent of the other party.
29. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument and may be delivered by email; scanned signatures shall have the force and effect of original signatures.
30. All notices required or allowed hereunder shall be in writing via email.
31. All references to gender or number in this Agreement shall be deemed interchangeably to have a masculine, feminine, neuter, singular or plural meaning, as the sense of the text requires.
32. Each party represents and warrants to the other as follows:
32.1. The execution, delivery and performance of this Agreement (1) has been duly authorized by all necessary or appropriate acts or proceedings, corporate or otherwise; (2) does not violate or conflict with any provision of its respective Articles of InSponsor, By-Laws, or standing resolutions; and (3) does not violate or result in a breach or default (with the giving of notice, the passage of time, or otherwise) under any contract, understanding, judgment, order, writ, law, or regulation that is applicable to the representing party or its assets.
32.2. This Agreement is the valid, legal and binding obligation and Agreement of the representing party, and is enforceable against it in accordance with its terms
32.3. Each representing party is a duly organized and validly existing Sponsor, in good standing in the respective jurisdiction of its inSponsor.
IN WITNESS WHEREOF, this Agreement has been executed and delivered in the manner prescribed by law on the date first written above.
