NZ Post / NZPF Agreement

PARTIES

1. New Zealand Post Limited (“New Zealand Post”)
2. The New Zealand Philatelic Federation, Inc. (“Federation”)

1.

AGREEMENT INTENT

2.

SPONSORSHIP

1. If the exhibition exceeds 350 frames (Class A exhibition) –
   sponsorship of $16,000 (including GST)
2. If the exhibition exceeds 250 frames (Class B exhibition) –
   sponsorship of $10,000 (including GST)
3. If the exhibition exceeds 100 frames (Class C exhibition) –
   sponsorship of $4,000 (including GST)

3.

TERM

4.

TERMINATION FOR CAUSE

5.

TERMINATION ON NOTICE:

6.

GENERAL

PARTIES

1. New Zealand Post Limited (“New Zealand Post”)
2. The stamp collecting club or exhibition organising committee responsible for a national exhibition which has been granted patronage by the New Zealand Philatelic Federation (“Recipient”) – refer Schedule 3.

Agreement intent:

New Zealand Post has agreed to sponsor the Recipient and the Recipient has agreed to provide the Sponsorship Benefits, on the terms and conditions set out in this Agreement. The purpose of the sponsorship is to promote philately to non-collectors and collectors alike.

The parties agree as follows:

 1.

DEFINITIONS AND INTERPRETATION

1. was, at the time the information was provided, available to the general public;
2. becomes, at a later date, available to the general public (other than as a result of a breach of this Agreement) and then only after the later date;
3. the Recipient can show (i) was in its possession before the information was provided by or on behalf of New Zealand Post or (ii) was developed independently by the Recipient without reference to the information provided by or on behalf of New Zealand Post; or
4. was disclosed to the Recipient on a non-confidential basis by a third party who has the lawful right to disclose the information to the Recipient.

“Exhibition” means the Exhibition set out in Schedule 1.
“Fee” means the fee set out in Schedule 1.
“GST” means goods and services tax chargeable under the Goods and Services Tax Act 1985.
“Intellectual Property” includes copyright, all rights conferred under statute, common law or equity in relation to inventions (including patents), registered and unregistered trade marks (including names, labels, get-up, colour schemes, logos, patterns or other identifying marks), registered and unregistered designs, circuit layouts, proprietary and other software, Confidential Information, trade secrets, and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields, together with all right, interest, or licence in or to any of the foregoing.
“Sponsorship Benefits” means the benefits set out in Schedule 1.

1. references to clauses and schedules are references to clauses of and schedules to this Agreement;
2. the headings to clauses shall be ignored in construing this Agreement;
3. the plural includes the singular and vice versa;
4. any party to this Agreement includes its successors and permitted assignees and transferees;
5. a statute includes that statute as amended and includes any statute replacing that statute, and any regulations, orders in council and other instruments issued or made under that statute;
6. the word including and other similar words do not imply any limitation;
7. a person includes any individual, firm, corporation, association of persons (corporate or not), trust, government department or municipal authority (in each case whether or not having separate legal personality);
8. derivatives of any defined word or term shall have a corresponding meaning;
9. a reference to any document or agreement includes a reference to any document or agreement as amended, novated or replaced;
10. a reference to a time of the day is to New Zealand time; and
11. an obligation not to do something includes an obligation not to suffer, permit or cause that thing to be done.

 2.

TERM

 3.

SPONSORSHIP

 4.

EXCLUSIVITY

 5.

TERMINATION

1. the Recipient breaches this Agreement, fails or is unable to provide the Sponsorship Benefits, or is negligent in the performance of the Sponsorship Benefits, and does not rectify the situation within any time frame reasonably specified by New Zealand Post in writing;
2. the Recipient enters into a composition with its creditors, is declared bankrupt, goes into liquidation, or a receiver, or a receiver and manager, or statutory manager is appointed in respect of it; or
3. New Zealand Post becomes aware of any circumstances in relation to the Recipient and/or the Exhibition which might, in the reasonable opinion of New Zealand Post, damage the reputation of New Zealand Post.

1. New Zealand Post breaches this Agreement, and New Zealand Post does not rectify the situation within any time frame reasonably specified by the Recipient in writing; or
2. New Zealand Post enters into a composition with its creditors, is declared bankrupt, goes into liquidation, or a receiver, or a receiver and manager, or statutory manager is appointed in respect of it.
3. The Recipient decides for any reason that the planned Exhibition will not be held.

1. if the Fee has been paid to the Recipient in one amount, the Recipient will refund to New Zealand Post the portion of that amount that is proportionate to the unexpired term of the Agreement; or
2. if the Fee has been paid to the Recipient in instalments, the Recipient will refund to New Zealand Post the portion of the last instalment paid prior to termination of the Agreement that is proportionate to the unexpired period covered by that instalment,
3. if the Recipient decides for any reasons that the planned Exhibition will not be held, the Fee and the Grand Award, if relevant, will be returned to New Zealand Post and no further amounts will be payable by New Zealand Post to the Recipient under this Agreement. If all or part of the Fee to be refunded, has not yet been paid out to the Recipient by the New Zealand National Philatelic Trust, the Trust will return the Fee to New Zealand Post.

 6.

RELATIONSHIP OF PARTIES

 7.

CONFIDENTIALITY

1. with New Zealand Post’s prior written consent;
2. to its officers, employees and advisers to the extent necessary for the purposes of this Agreement (provided that the Recipient is wholly responsible for all acts and omissions of its officers, employees and advisers concerning any Confidential Information disclosed to them); or
3. if required to do so by law or the rules of any stock exchange (provided that the Recipient will use all reasonable endeavours to notify New Zealand Post prior to making that disclosure).

8.

INTELLECTUAL PROPERTY

9.

INDEMNITY

10.

GENERAL

1. if delivered personally, when delivered;
2. if posted, three Business Days after the day of posting;
3. if faxed, on production of a transmission report by the sender’s fax machine of transmission in full to the other party’s fax machine; and
4. if emailed, at the time the sender receives an acknowledgement of receipt of delivery from the other party’s email address or (if earlier) at the end of two Business Days after the day the email was sent, unless a notice of non-delivery is received by the sender, provided that if any communication is received after 5.00pm on a Business Day or on a day which is not a Business Day, it will be deemed to have been received on the next Business Day.

1.

TERM:

2.

EXHIBITION:

3.

FEE:

1. The Fee for this sponsorship will be based on the number of Competitive Frames(a frame being 16 standard pages).
   1. If the exhibition exceeds 350 frames (Class A exhibition) – sponsorship of $16,000 (including GST)
   2. If the exhibition exceeds 250 frames (Class B exhibition) – sponsorship of $10,000 (including GST)
   3. if the exhibition exceeds 100 frames (Class C exhibition) – sponsorship of $4,000 (including GST)
2. It is expected that whilst agreement for the sponsorship may be given up to 2 years ahead of the exhibition, payment will only be made in the New Zealand Post financial year of the exhibition but before the date of the exhibition.
3. New Zealand Post reserves the right to increase its level of support where the proposed Exhibition is of special interest to New Zealand Post or for any other reason.
4. Any fee will be paid by New Zealand Post to the New Zealand National Philatelic Trust with a letter indicating what the fee is to be used for. The exhibition organizing committee may apply to the New Zealand National Philatelic Trust to receive the funds after certifying to the Trust the number of competitive frames which have been approved by the exhibition committee.

4.

SPONSORSHIP BENEFITS:

1. Naming rights: New Zealand Post will have exclusive naming rights to the Exhibition. The Exhibition shall be known as New Zealand Post XXXX in some agreed way and the Recipient will ensure that any references to the Exhibition will use that name.
2. Creative input: New Zealand Post shall have the right to have creative input into any logos, images or slogans specific to the Exhibition. The parties must agree to a joint approach on the promotion of philately.
3. Advertising, publicity and branding:
   1. Any use of the New Zealand Post name or logo must be approved by New Zealand Post in advance. The New Zealand brand, logo and guidelines on their usage will be provided to the Recipient.
   2. The Recipient will ensure that all promotional or advertising material, press releases or certificates connected to the Exhibition will feature:
      • New Zealand Post branding and logos in a prominent place; and
      • an acknowledgement that New Zealand Post is the main sponsor.
   3. New Zealand Post may refer to the Exhibition and/or its sponsorship of the Recipient in New Zealand Post’s advertising and publicity. New Zealand Post will ensure that any use of the name or logo of the Exhibition and/or reference to the sponsorship will be in accordance with any reasonable directives from the Recipient and will provide a copy of proposed external publicity and advertising to the Recipient.
   4. A sales stand at the Exhibition of an agreed size and in an agreed prominent position which exclusively positions New Zealand Post in a manner so as to clearly indicate New Zealand Post is the main sponsor.
   5. New Zealand Post will have speaking rights at the Exhibition.
   6. New Zealand Post will have naming rights to the dinner on the Saturday night or similar.
4. Signage: It is expected that clear signage is used at the Exhibition by the Recipient to promote the fact that the Exhibition is being sponsored by New Zealand Post. If New Zealand Post is liable for costs relating to signage for an Exhibition then New Zealand Post will need to agree this in advance.
5. Hospitality: New Zealand Post representatives will be entitled to attend the Exhibition. New Zealand Post will also be entitled to a certain number of tickets to the Exhibition, to be agreed by New Zealand Post and the Recipient prior to the Exhibition.
6. Other benefits:
   1. The Recipient shall provide at the Exhibition an opportunity, if requested, for New Zealand Post forums at the exhibition.
   2. Each Exhibition is to allocate a single key spokesperson to liaise directly with a New Zealand Post nominated person on Exhibition and sponsorship matters.
   3. New Zealand Post retains the right to be supplied with a stand and/or frames at Exhibitions if requested.

1.

RECIPIENT’S OBLIGATIONS

1. provide the Sponsorship Benefits, and any services incidental to the Sponsorship Benefits;
2. use the Fee solely for the purposes of the promotion, administration and development of the Exhibition, and if asked to do so, supply New Zealand Post evidence to New Zealand Post’s satisfaction that the Fee has been used in accordance with this Agreement;
3. ensure that it has a sponsorship liaison person available to New Zealand Post at all reasonable times;
4. whenever New Zealand Post is to be referenced in any way in press releases, promotional and publicity material, provide a copy of the material to New Zealand Post for prior approval.
5. carry out its obligations under this Agreement in a manner that enhances the reputation of New Zealand Post; and
6. comply with all laws and advertising codes of practice relevant to the Exhibition and marketing of the Exhibition.
7. ensure that no Exhibition specific product is generated by a third party, including Agents or dealers, without prior approval by New Zealand Post. If approval is given, funds must be generated from the sale of these products which support philately and the Recipient.

2.

NEW ZEALAND POST’S OBLIGATIONS

1. pay the Fee to the Recipient via the New Zealand National Philatelic Trust if it has agreed to sponsor an Exhibition;
2. ensure that it has a sponsorship liaison person available to the Recipient at all reasonable times;
3. provide the Recipient the New Zealand Post logo in a form suitable to be applied to all promotional and publicity material relevant to the Exhibition;
4. consider suggestions for special issues but reserve the sole right to all decisions on any philatelic product. New Zealand Post may produce a specific product such as a miniature sheet, overprints or souvenir folder for each and every Exhibition;
5. assist the Recipient to promote Exhibitions with a mail out to an agreed area of the country. However, such assistance will be determined solely by New Zealand Post on a case by case basis and is dependent on New Zealand Post agreeing in advance to incur any cost associated with a mail out. Any information included in such a mail out must be prepared and paid for by the Exhibition organisers and must be of a size, quality and quantity determined by New Zealand Post; and
6. exclusively sponsor a Grand Award, the value of which must be agreed in advance by New Zealand Post but shall not exceed $1,000 for Class A exhibitions and shall not exceed $500 for Class B or C exhibitions. The cost of the award forming part of the overall Sponsorship.