Sponsorship Agreement (UK)
Commercial sponsorship agreement for events, teams, or programs under UK law.
SPONSORSHIP AGREEMENT
Date: [effective date]
BETWEEN:
(1) [sponsor full legal name], a company incorporated in England and Wales with company number [sponsor company number], whose registered office is at [sponsor registered office address] ("the Sponsor"); and
(2) [rights holder full legal name], a company incorporated in England and Wales with company number [rights holder company number], whose registered office is at [rights holder registered office address] ("the Rights Holder").
The Sponsor and the Rights Holder are together referred to as the "Parties" and individually as a "Party".
Note: This template assumes both Parties are UK companies. If either Party is a sole trader, a partnership, or a company incorporated outside England and Wales, amend the party description accordingly (for example, replace the company-number line with 'a sole trader trading as [name]' or 'a company incorporated in [jurisdiction]'). Overseas parties may also trigger withholding tax on the Sponsorship Fee — take tax advice before signing.
BACKGROUND
(A) The Rights Holder owns or controls certain rights in connection with [description of event, team, programme, venue, or other property] (the "Property").
(B) The Sponsor wishes to be associated with the Property and to acquire certain sponsorship rights in exchange for the Sponsorship Fee, on the terms set out in this Agreement.
AGREED TERMS
1. DEFINITIONS AND INTERPRETATION
1.1 In this Agreement, the following words have the meanings given below:
"Activation Rights" means the marketing, promotional, branding, hospitality, and content rights to be provided to the Sponsor as described in Part B of Schedule 1.
"Agreement" means this sponsorship agreement, including all Schedules.
"Brand Materials" means, in relation to each Party, that Party's trade marks, service marks, logos, trading names, trade dress, brand elements, and related goodwill, as notified by that Party to the other in writing from time to time.
"Business Day" means any day other than a Saturday, Sunday, or public holiday in England and Wales.
"Commencement Date" means the date specified as such in Part A of Schedule 1.
"Confidential Information" means all information disclosed (in any form) by one Party to the other that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure, including the commercial terms of this Agreement. It does not include information that: (a) is or becomes publicly available other than through a breach of this Agreement; (b) was already known to the receiving Party before disclosure (evidenced in writing); or (c) is independently developed by the receiving Party without use of or reference to the disclosing Party's information.
"Exclusivity Category" means the product or service category specified as such in Part A of Schedule 1.
"Expiry Date" means the date specified as such in Part A of Schedule 1.
"Force Majeure Event" has the meaning given in Clause 14.1.
"Intellectual Property Rights" or "IPR" means all patents, copyright and related rights, trade marks, service marks, trade names, logos, design rights, database rights, domain names, trade secrets, know-how, and all other intellectual property rights of any kind, whether registered or unregistered, anywhere in the world, and all applications for any of the foregoing.
"Property" has the meaning given in Recital (A).
"Sponsorship Fee" means the fee specified in Part A of Schedule 1, payable by the Sponsor on the payment schedule set out in Part A of Schedule 1.
"Sponsorship Rights" means the rights granted to the Sponsor under Clause 2, comprising the Activation Rights and any related rights set out in this Agreement.
"Term" has the meaning given in Clause 11.1.
1.2 In this Agreement, unless the context otherwise requires: (a) references to Clauses and Schedules are to clauses of, and schedules to, this Agreement; (b) headings are for convenience only and do not affect interpretation; (c) words in the singular include the plural and vice versa; (d) a reference to a statute or statutory provision includes any subordinate legislation made under it and any amendment, re-enactment, or replacement, except where the amendment or replacement would increase or extend the liability of a Party; (e) a reference to “writing” or “written” includes email but excludes fax; (f) the words “including” and “in particular” are illustrative and do not limit the generality of the preceding words; and (g) references to a person include any individual, firm, company, or other body corporate.
2. GRANT OF SPONSORSHIP RIGHTS
2.1 In consideration of the Sponsor's payment of the Sponsorship Fee, the Rights Holder grants to the Sponsor the Sponsorship Rights for the duration of the Term, on the terms of this Agreement.
Note: Use either Option A or Option B in Clause 2.2 — not both. Option A gives the Sponsor category exclusivity (the Rights Holder cannot sell sponsorship in the same product or service category to a competitor). Option B is non-exclusive (the Rights Holder can sell sponsorship in the same category to anyone). Category exclusivity typically commands a 20–50% fee premium in UK sports and event sponsorship; if you are paying a premium, the Sponsor should insist on Option A and make sure the Exclusivity Category in Schedule 1 is drafted tightly (for example, “non-alcoholic soft drinks excluding energy drinks” rather than just “drinks”).
2.2 Exclusivity:
Option A (Category Exclusive): During the Term, the Rights Holder shall not grant sponsorship, official-partner, or similar promotional rights in connection with the Property within the Exclusivity Category to any third party without the prior written consent of the Sponsor. The Rights Holder shall use reasonable endeavours to prevent the association of any third party within the Exclusivity Category with the Property (including in venue signage, digital channels, and official communications).
Option B (Non-Exclusive): The Sponsorship Rights are granted on a non-exclusive basis. The Rights Holder may grant sponsorship or similar promotional rights to any third party, including in the Exclusivity Category, without restriction.
2.3 All rights not expressly granted to the Sponsor under this Agreement are reserved to the Rights Holder. The Sponsor acquires no right, title, or interest in or to the Property or the Rights Holder's Brand Materials other than the limited licence set out in Clause 5.
2.4 The Sponsor shall not sub-license, assign, charge, or otherwise transfer the Sponsorship Rights, in whole or in part, without the prior written consent of the Rights Holder, such consent not to be unreasonably withheld or delayed; save that the Sponsor may permit its Affiliates, marketing agencies, and media partners to exercise the Sponsorship Rights on the Sponsor's behalf and for the Sponsor's benefit, provided the Sponsor remains responsible for their acts and omissions as if they were its own.
Note: Sponsors almost always use external marketing and media agencies to activate a sponsorship — design logos, run ad campaigns, produce hospitality content. Clause 2.4 keeps sub-licensing locked down but carves out agency use on the Sponsor's behalf, which is market standard. If the Rights Holder wants tighter control, the carve-out can be limited to “pre-approved agencies listed in Schedule 1”.
3. ACTIVATION RIGHTS AND OBLIGATIONS
3.1 Delivery of Activation Rights. The Rights Holder shall deliver the Activation Rights described in Part B of Schedule 1 in a professional and workmanlike manner consistent with the nature and standing of the Property.
3.2 Property delivery. The Rights Holder shall: (a) ensure that the Property takes place or is delivered in substantially the form described in Part A of Schedule 1; (b) not take any action that, in the reasonable opinion of the Sponsor, materially reduces or undermines the value of the Sponsorship Rights; (c) use reasonable endeavours to publicise the Sponsor's association with the Property through the Rights Holder's own channels; and (d) provide the Sponsor with a written post-event or post-campaign report within [reporting period in business days (e.g. 20)] Business Days after delivery of the Activation Rights, including reasonable evidence of fulfilment (such as photographs, broadcast logs, or social media metrics).
3.3 Sponsor obligations. The Sponsor shall: (a) pay the Sponsorship Fee in accordance with Clause 4; (b) provide the Rights Holder with all Brand Materials reasonably required to deliver the Activation Rights, in a timely manner and in formats suitable for reproduction; (c) use the Sponsorship Rights only in accordance with this Agreement and any reasonable brand guidelines provided by the Rights Holder in writing in advance; and (d) comply with all applicable laws, regulations, and industry codes (including the CAP Code and any advertising or broadcast codes applicable to the Property) in the exercise of the Sponsorship Rights.
Note: The CAP Code (UK Code of Non-broadcast Advertising and Direct & Promotional Marketing) and the BCAP Code (broadcast equivalent) set the ASA rules that apply to almost all sponsorship activation in the UK. They cover misleading claims, alcohol/gambling restrictions, HFSS (high fat/salt/sugar) food rules, and social media disclosure. The Sponsor is primarily responsible for the content of its own campaigns, but the Rights Holder usually requires pre-approval to protect the Property's reputation.
4. SPONSORSHIP FEE AND PAYMENT
4.1 Sponsorship Fee. In consideration of the Sponsorship Rights, the Sponsor shall pay the Rights Holder the Sponsorship Fee in accordance with the payment schedule set out in Part A of Schedule 1.
4.2 VAT. All amounts stated in this Agreement are exclusive of value added tax, which shall be payable by the Sponsor at the prevailing rate upon receipt of a valid VAT invoice from the Rights Holder.
4.3 Invoices and payment method. The Rights Holder shall issue a valid VAT invoice for each instalment of the Sponsorship Fee in accordance with Part A of Schedule 1. The Sponsor shall pay each undisputed invoice by electronic bank transfer, in pounds sterling, to the bank account notified by the Rights Holder in writing, within [payment days (e.g. 30)] days of receipt of a valid VAT invoice.
Note: Commercial benchmark: 30-day payment terms are the UK B2B market standard and the statutory default under the Late Payment of Commercial Debts (Interest) Act 1998. 14 days is aggressive and typical only for smaller deals or early-stage rights holders; 45–60 days is seen in large corporate procurement but pushes rights holders' working capital. Language benchmark: “within [30] days of receipt of a valid VAT invoice”.
4.4 Late payment interest. If any undisputed sum payable under this Agreement is not paid by the due date, the Rights Holder may charge statutory interest on the overdue amount at the rate set under the Late Payment of Commercial Debts (Interest) Act 1998 and the Late Payment of Commercial Debts Regulations 2002 (SI 2002/1675), being 8 per cent per annum above the Bank of England official dealing rate in force on the preceding 30 June or 31 December (as applicable), accruing daily from the due date until actual payment, whether before or after judgment. The Sponsor shall also reimburse the Rights Holder's reasonable costs of recovery in accordance with that Act.
Note: The late payment rate under the Late Payment of Commercial Debts (Interest) Act 1998 is set by SI 2002/1675 (not SI 1998/2765, which was revoked). It is 8 per cent per annum above the Bank of England official dealing rate, and the applicable reference rate is fixed for six-month periods by reference to the rate in force on the preceding 30 June or 31 December — it is not a floating rate that tracks day-to-day changes. The statutory right exists automatically; this clause restates and applies it contractually so that both Parties are clear on the mechanism.
4.5 Disputed invoices. If the Sponsor disputes any invoice in good faith, it shall notify the Rights Holder in writing within 10 Business Days of receipt, identifying the disputed amount and the reason. The Sponsor shall pay any undisputed portion by the due date. The Parties shall negotiate in good faith to resolve the dispute within 20 Business Days of notification.
5. INTELLECTUAL PROPERTY
5.1 Ownership retained. Each Party retains ownership of its own Intellectual Property Rights, including its Brand Materials. Nothing in this Agreement operates to transfer or assign ownership of any Intellectual Property Rights from one Party to the other.
5.2 Licence to the Rights Holder. The Sponsor grants the Rights Holder a non-exclusive, royalty-free, non-transferable, revocable licence during the Term to use the Sponsor's Brand Materials solely for the purpose of fulfilling the Activation Rights and promoting the Sponsor's association with the Property.
5.3 Licence to the Sponsor. The Rights Holder grants the Sponsor a non-exclusive, royalty-free, non-transferable, revocable licence during the Term to use the Rights Holder's Brand Materials solely in connection with the Sponsor's exercise of the Sponsorship Rights and in accordance with any reasonable brand guidelines provided by the Rights Holder.
Note: Trade marks and logos are licensed, not assigned. Under section 90(3) of the Copyright, Designs and Patents Act 1988, a full assignment of copyright must be in writing and signed by the assignor — nothing in this clause meets that test, which is deliberate. If the Parties agree to commission a bespoke co-branded logo or artwork, that ownership point must be dealt with separately in writing (typically as a schedule amendment or a short IP assignment).
5.4 Approval of uses. Each Party shall submit any proposed use of the other Party's Brand Materials (other than uses expressly pre-approved in Part B of Schedule 1) for prior written approval before publication or public use, such approval not to be unreasonably withheld or delayed. If no written response (including a request for more information) is received within [approval period in business days (e.g. 5)] Business Days of submission, approval shall be deemed given in respect of that specific use.
5.5 Goodwill. All goodwill arising from the use of a Party's Brand Materials under this Agreement accrues to that Party. Neither Party shall challenge, or assist any third party to challenge, the validity or ownership of the other Party's Brand Materials.
5.6 Infringement. Each Party shall promptly notify the other if it becomes aware of any actual or suspected infringement of the other's Intellectual Property Rights in connection with the Property or the Sponsorship Rights, and shall provide such reasonable assistance as is requested to address the infringement. Conduct of any infringement action remains with the owning Party, at its cost.
6. CONFIDENTIALITY
6.1 Each Party undertakes to keep confidential all Confidential Information received from the other Party and shall not disclose it to any third party without the other Party's prior written consent, except: (a) to its employees, officers, professional advisers, and contractors who need to know such information for the purposes of this Agreement and who are bound by obligations of confidentiality no less onerous than those in this Clause 6; (b) as required by law, regulation, a court, or any regulatory authority of competent jurisdiction (and then only to the extent required, with prompt notice to the other Party where lawful to give it); or (c) to the extent the information falls within the exclusions in the definition of Confidential Information.
6.2 The obligations in this Clause 6 survive termination or expiry of this Agreement for a period of [confidentiality survival period in years (e.g. 3)] years, or indefinitely in respect of information that constitutes a trade secret at law.
Note: Commercial benchmark: 2–3 years is the UK market standard for commercial sponsorship confidentiality. Treating trade secrets as indefinitely confidential reflects the default position under the Trade Secrets (Enforcement, etc.) Regulations 2018 (SI 2018/597) and avoids the duration cap becoming a back-door release of genuinely secret information.
7. DATA PROTECTION
7.1 Compliance. Each Party shall comply with all applicable data protection legislation, including the UK General Data Protection Regulation (“UK GDPR”) and the Data Protection Act 2018 (“DPA 2018”), in connection with its performance of this Agreement.
7.2 Controller status. The Parties acknowledge that, in the ordinary course of this Agreement, each Party acts as an independent controller in respect of the personal data it processes (for example, attendee lists for hospitality, marketing contacts, and employee information of its own staff). Neither Party is acting as a processor on behalf of the other.
7.3 If processing arises. If the performance of any Activation Right requires one Party to process personal data on behalf of the other (for example, where the Rights Holder runs a prize promotion on the Sponsor's database), the Parties shall, before that processing begins, enter into a separate written data processing agreement that satisfies Article 28(3) of the UK GDPR and sets out the subject matter, duration, nature and purpose, types of personal data, and categories of data subjects.
Note: Most sponsorship is controller-to-controller: the Sponsor and the Rights Holder each handle their own contact lists and do not process on each other's behalf. In those cases a short mutual controller clause is all that is needed. If a specific activation (a co-branded email campaign, a prize draw on shared data, access-control scanning at a venue) involves one Party processing on the other's instructions, Article 28(3) requires a signed processor contract covering eight mandatory items — do not rely on this Clause 7 alone in that scenario.
8. CONDUCT AND REPUTATION
8.1 Neither Party shall do, permit, or omit to do anything that may bring the other Party, the Property, or the other Party's Brand Materials into disrepute, or that is reasonably likely to materially damage the other Party's reputation, brand, or commercial interests.
8.2 Each Party shall comply with the Bribery Act 2010, the Modern Slavery Act 2015 (where applicable to it), and all applicable anti-corruption, sanctions, and anti-money-laundering laws. Neither Party shall engage in any activity that would cause the other Party to be in breach of those laws.
Note: The Bribery Act 2010 creates a strict-liability corporate offence under section 7 for failing to prevent bribery by an associated person. Under a sponsorship, an “associated person” can include the Rights Holder and its staff if they perform services for or on behalf of the Sponsor. Sponsors typically expect rights holders to maintain “adequate procedures” (Bribery Act 2010, s.7(2)) as a defence — a short anti-bribery policy and gifts/hospitality register are usually sufficient for an SME rights holder.
9. WARRANTIES
9.1 Mutual warranties. Each Party warrants to the other that: (a) it has full power and authority to enter into and perform this Agreement; (b) this Agreement, when signed, constitutes a legal, valid, and binding obligation on it, enforceable in accordance with its terms; and (c) the performance of its obligations under this Agreement will not infringe the Intellectual Property Rights of any third party.
9.2 Rights Holder warranties. The Rights Holder additionally warrants that: (a) it owns or has the right to grant the Sponsorship Rights and the licences contemplated by this Agreement; (b) the Property will be organised, staged, and conducted in a professional manner and in accordance with all applicable laws, regulations, and industry codes; and (c) at the Commencement Date it has in force (and will maintain during the Term) public liability insurance appropriate to the Property, details of which will be provided to the Sponsor on request.
9.3 Sponsor warranties. The Sponsor additionally warrants that: (a) the use of its Brand Materials in accordance with this Agreement will not infringe any third-party rights; and (b) it is not, and during the Term will not become, the subject of any sanctions, debarment, or regulatory action that would make the Rights Holder's association with the Sponsor unlawful or materially damaging to the Property.
10. LIMITATION OF LIABILITY
10.1 Uncapped liabilities. Nothing in this Agreement limits or excludes either Party's liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability which cannot be limited or excluded by applicable law.
Note: Under section 2(1) of the Unfair Contract Terms Act 1977 (UCTA 1977), a party cannot exclude or restrict liability for death or personal injury caused by its negligence — any attempt to do so is void. Fraudulent misrepresentation cannot be excluded at common law. Clause 10.1 preserves these positions explicitly so the remaining caps are enforceable under UCTA 1977 s.3 and the Misrepresentation Act 1967 s.3.
10.2 Excluded losses. Subject to Clause 10.1, neither Party shall be liable to the other under or in connection with this Agreement (whether in contract, tort (including negligence), breach of statutory duty, or otherwise) for any: (a) loss of profits; (b) loss of revenue or anticipated revenue; (c) loss of business or business opportunity; (d) loss of anticipated savings; (e) loss of goodwill; or (f) any indirect, special, or consequential loss, howsoever arising.
10.3 Aggregate cap. Subject to Clause 10.1, and except in respect of (a) the Sponsor's obligation to pay undisputed Sponsorship Fees properly invoiced under this Agreement and (b) any liability that cannot be limited or excluded under Clause 10.1, the total aggregate liability of either Party arising out of or in connection with this Agreement (whether in contract, tort (including negligence), breach of statutory duty, or otherwise) shall not exceed an amount equal to [liability cap (e.g. 100% of the total sponsorship fee payable under this agreement)].
Note: Commercial benchmark: a cap equal to the total Sponsorship Fee (1x) is the UK market standard for commercial sponsorship deals up to around £500,000. Larger or multi-year deals often see a cap of the fee paid or payable in the preceding 12 months. Language benchmark: “total aggregate liability” wording above reflects standard UK drafting. Clause 10.3 carves out (a) unpaid Sponsorship Fees (otherwise the Sponsor could walk away from the fee and shelter behind the cap) and (b) the Clause 10.1 uncapped items — both carve-outs are essential for enforceability and fairness.
10.4 Optional additional carve-outs. The Parties may additionally agree that the cap in Clause 10.3 does not apply to: (a) a Party's indemnity for third-party IP infringement claims; (b) breach of Clause 6 (Confidentiality); or (c) breach of Clause 7 (Data Protection). Any agreed carve-outs are specified in Part A of Schedule 1.
Note: Contractor-side carve-outs — IP infringement indemnity, confidentiality breach, data breach, gross negligence or wilful misconduct — are negotiation points. Sponsors typically push for IP and data carve-outs; rights holders resist anything that makes their potential liability uncapped. If you keep the default (no carve-outs beyond Clause 10.1), delete the specific entries in Part A of Schedule 1 rather than this Clause 10.4.
11. TERM
11.1 This Agreement commences on the Commencement Date and continues in force until the Expiry Date, unless terminated earlier in accordance with this Agreement (the "Term").
11.2 The Parties may extend the Term by written agreement signed by an authorised signatory of each Party, on such terms (including any revised Sponsorship Fee) as they agree in writing.
12. TERMINATION
12.1 Termination for material breach. Either Party may terminate this Agreement by written notice to the other Party if the other Party commits a material breach of this Agreement and, where the breach is capable of remedy, fails to remedy that breach within [cure period in days (e.g. 30)] days of receiving written notice specifying the breach and requiring its remedy.
12.2 Termination for non-payment. The Rights Holder may terminate this Agreement by written notice with immediate effect if the Sponsor fails to pay any undisputed amount due under this Agreement within 14 days of the due date.
12.3 Termination for insolvency. Either Party may terminate this Agreement by written notice with immediate effect if the other Party: (a) is unable to pay its debts as they fall due, or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; (b) enters into administration, receivership, liquidation (other than for the purpose of a solvent reconstruction), a company voluntary arrangement, or a scheme of arrangement or restructuring plan under Part 26 or Part 26A of the Companies Act 2006; (c) has a moratorium declared in respect of any of its debts; or (d) ceases, or threatens to cease, to carry on all or a substantial part of its business.
12.4 Termination for reputational harm. Either Party may terminate this Agreement on [reputational termination notice in days (e.g. 30)] days' written notice if the other Party engages in, or is credibly alleged to have engaged in, conduct that, in the reasonable opinion of the terminating Party, materially damages or is reasonably likely to materially damage the terminating Party's reputation or brand, or the standing of the Property.
Note: A reputational (or “morals”) clause is standard in UK sponsorship. The phrase “credibly alleged” is deliberately broader than “convicted of” — sponsors want to exit before criminal proceedings conclude. The clause should require a reasonable opinion and written notice so it is not a free termination right. Short notice periods (7–30 days) are typical; anything longer defeats the purpose.
12.5 Termination for convenience. Either Party may terminate this Agreement for convenience by giving not less than [convenience notice period in months (e.g. 3)] months' prior written notice to the other Party. If termination for convenience is not agreed, delete this Clause 12.5.
Note: Termination for convenience is not included by default in UK sponsorship — the whole point of a sponsorship commitment is certainty of association for a defined period. If you want convenience termination, be realistic about notice: 3 months is the SME norm, 6 months for larger retainers. Sponsors should think carefully before agreeing to give the Rights Holder a convenience right, since mid-Term termination destroys the Sponsor's activation plan.
12.6 Consequences of termination. On termination or expiry of this Agreement (or earlier on request of the other Party): (a) all Sponsorship Rights and licences granted under this Agreement immediately cease; (b) each Party shall, within 10 Business Days, return or (at the owning Party's election) irretrievably destroy all materials bearing the other Party's Brand Materials and all Confidential Information of the other Party (including copies); (c) each Party shall revoke or transfer any access the other Party (or its personnel) has been given to systems, accounts, credentials, shared drives, or communication channels; and (d) each Party shall certify in writing that it has complied with (b) and (c) if the other Party requests. Termination or expiry does not affect any rights, remedies, obligations, or liabilities that have accrued before termination.
12.7 Fee adjustment on termination. If this Agreement is terminated by the Sponsor under Clause 12.1 (Rights Holder breach) or Clause 12.3 (Rights Holder insolvency), or by the Rights Holder under Clause 12.5 (Rights Holder convenience), the Rights Holder shall refund to the Sponsor a pro rata portion of any Sponsorship Fee paid in advance in respect of any period falling after the effective date of termination, within 20 Business Days of the effective termination date. If this Agreement is terminated by the Rights Holder under Clause 12.1 (Sponsor breach), Clause 12.2 (Sponsor non-payment), or Clause 12.3 (Sponsor insolvency), the Sponsor shall pay all outstanding amounts due in respect of the period up to and including the date of termination, without set-off.
13. FORCE MAJEURE
13.1 Force Majeure Event. Neither Party is in breach of this Agreement, nor otherwise liable for any failure or delay in performing its obligations, to the extent that the failure or delay is caused by an event beyond its reasonable control, including acts of God, fire, flood, earthquake, storm, pandemic, epidemic, war, terrorism, civil unrest, governmental action or order, or industrial action affecting a third party (a "Force Majeure Event").
13.2 Notification and mitigation. The affected Party shall promptly notify the other Party in writing of the Force Majeure Event, the obligations affected, and the expected duration, and shall use reasonable endeavours to mitigate its effects and resume performance.
13.3 Long-stop. If a Force Majeure Event continues for more than [force majeure long-stop in consecutive days (e.g. 60)] consecutive days, either Party may terminate this Agreement by giving written notice to the other Party. On any such termination, the Parties shall negotiate in good faith a fair and reasonable adjustment to the Sponsorship Fee in respect of any Sponsorship Rights that were not, and cannot reasonably be, delivered, and any excess Sponsorship Fee paid in advance for the undelivered period shall be refunded to the Sponsor within 20 Business Days.
Note: Force majeure is a contractual concept in English law — it only applies if the contract says so. The 60-day long-stop is UK market standard; shorter periods (14–30 days) are seen for one-off events (a single match, a single festival). The Covid-19 period changed drafting practice: most UK sponsorship contracts now expressly list pandemic and epidemic, and pair force majeure with either a rescheduling right for the Rights Holder or a refund mechanism for the Sponsor. Decide which side carries the risk of a cancelled event — and price the Fee accordingly.
14. GENERAL
14.1 Entire agreement. This Agreement (including its Schedules) constitutes the entire agreement between the Parties and supersedes all previous agreements, understandings, representations, and arrangements between them, whether written or oral, relating to its subject matter. Each Party acknowledges that it has not relied on any statement, representation, warranty, or undertaking not expressly set out in this Agreement. Nothing in this Clause 14.1 limits or excludes liability for fraudulent misrepresentation.
Note: Under section 3 of the Misrepresentation Act 1967, a clause purporting to exclude liability for misrepresentation is only effective if it satisfies the reasonableness test in the Unfair Contract Terms Act 1977. An entire agreement clause does not automatically exclude pre-contractual representations — the carve-out in the last sentence of Clause 14.1 preserves liability for fraudulent misrepresentation, which cannot be excluded at all.
14.2 Variation. No variation of this Agreement is effective unless it is in writing and signed by an authorised representative of each Party. Email exchanges confirming a variation are treated as “in writing” for this purpose.
14.3 Waiver. No failure or delay by a Party in exercising any right or remedy under this Agreement or by law constitutes a waiver of that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy. A single or partial exercise of a right or remedy does not prevent or restrict its further exercise.
14.4 Severability. If any provision of this Agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision is deemed deleted, without affecting the validity and enforceability of the rest of this Agreement.
14.5 Assignment. Neither Party may assign, novate, charge, or otherwise transfer this Agreement or any of its rights or obligations under it without the prior written consent of the other Party, such consent not to be unreasonably withheld or delayed; save that either Party may assign or novate this Agreement to a purchaser of all or substantially all of its business or assets on prior written notice.
14.6 Third party rights. No person other than the Parties has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. The Parties may rescind or vary this Agreement without the consent of any third party.
14.7 Relationship of the Parties. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the Parties, make either Party the agent of the other, or authorise either Party to make or enter into any commitments for or on behalf of the other.
14.8 Notices. Any notice given under this Agreement must be in writing and delivered (a) by hand, (b) by pre-paid first-class post or equivalent next-working-day recorded delivery, or (c) by email to the address set out in Part C of Schedule 1 (or such other address as a Party notifies to the other in writing). A notice is deemed received: if delivered by hand, at the time of delivery; if sent by post, at 9:00 am on the second Business Day after posting; if sent by email, at the time of transmission, provided no bounce-back or delivery-failure notification is received within 4 hours. A notice sent outside Business Hours is deemed received at 9:00 am on the next Business Day.
14.9 Counterparts and electronic signature. This Agreement may be executed in any number of counterparts, each of which when executed constitutes a duplicate original, but all of the counterparts together constitute one agreement. An electronic signature, including one applied through a platform such as DocuSign or GitLaw, has the same legal effect as a hand-written signature under the Electronic Communications Act 2000 and applicable case law.
14.10 Governing law and jurisdiction. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it, its subject matter, or its formation are governed by and construed in accordance with the law of England and Wales. Each Party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales to settle any such dispute or claim.
14.11 Survival. Clauses 1 (Definitions and Interpretation), 5 (Intellectual Property, in respect of ownership and goodwill), 6 (Confidentiality), 7 (Data Protection), 10 (Limitation of Liability), 12.6 and 12.7 (Consequences of Termination and Fee Adjustment), and this Clause 14 survive termination or expiry of this Agreement and continue in full force and effect.
SIGNATURES
Signed by the authorised representatives of each Party on the date written at the head of this Agreement.
Signed for and on behalf of the Sponsor
Signature: _______________________________________________
Printed Name:
Title:
Date:
Address:
Email:
Signed for and on behalf of the Rights Holder
Signature: _______________________________________________
Printed Name:
Title:
Date:
Address:
Email:
SCHEDULE 1 — KEY COMMERCIAL TERMS
Note: Complete this Schedule before execution. In the event of any conflict between this Schedule and the body of the Agreement, the body of the Agreement prevails on matters of law and construction, and this Schedule prevails on matters of commercial fact.
Part A — Commercial Terms
Property: [full description of the event, team, programme, venue, or series being sponsored]
Commencement Date: [commencement date]
Expiry Date: [expiry date]
Exclusivity option (Clause 2.2): [option a (category exclusive) or option b (non-exclusive) — select one]
Exclusivity Category: [product or service category, e.g. non-alcoholic soft drinks excluding energy drinks]
Sponsorship Fee: £[total sponsorship fee amount] (exclusive of VAT)
Payment schedule: [payment schedule, e.g. 50% within 14 days of signing, 50% on the commencement date]
Payment terms (Clause 4.3): [payment days (e.g. 30)] days from receipt of valid VAT invoice
Approval period for Brand Materials (Clause 5.4): [approval period in business days (e.g. 5)] Business Days
Post-delivery reporting period (Clause 3.2(d)): [reporting period in business days (e.g. 20)] Business Days
Confidentiality survival (Clause 6.2): [confidentiality survival period in years (e.g. 3)] years
Cure period for material breach (Clause 12.1): [cure period in days (e.g. 30)] days
Reputational termination notice (Clause 12.4): [reputational termination notice in days (e.g. 30)] days
Convenience termination notice (Clause 12.5): [convenience notice period in months (e.g. 3)] months (delete if convenience termination is not agreed)
Force majeure long-stop (Clause 13.3): [force majeure long-stop in consecutive days (e.g. 60)] consecutive days
Liability cap (Clause 10.3): [liability cap (e.g. 100% of the total sponsorship fee payable under this agreement)]
Additional liability carve-outs (Clause 10.4): [list any carve-outs agreed, e.g. ip indemnity, clause 6 breach, clause 7 breach; or 'none']
Part B — Activation Rights
The Rights Holder shall deliver the following Activation Rights during the Term. Add or delete rows as applicable.
Title / Designation: [e.g. 'official soft drinks partner', 'principal sponsor', naming rights over a stand or series]
Logo placement: [describe: venue signage (led boards, static boards, pitchside), kit/livery, printed programmes, tickets, digital assets; include size and position where fixed]
Digital and social media: [describe: frequency of posts on rights holder channels, tagging and mention rules, dedicated content assets (e.g. 4 x reels per term), rights to co-branded content]
Hospitality: [describe: number of tickets per event, hospitality suite access, sponsor-hosted hospitality days, catering, vip access]
Product sampling / on-site presence: [describe: branded activation space, product pouring rights, sampling allowance, staff accreditation]
PR and press: [describe: joint announcement, rights holder's inclusion of sponsor in press releases, availability of talent for photo/media calls and approved quotes]
Data and audience: [describe: any shared audience data (only where a separate data processing or sharing agreement is in place per clause 7.3)]
Pre-approved uses (Clause 5.4): [list any uses of brand materials that do not require prior approval, e.g. the sponsor's logo on its own corporate website referring to the partnership]
Approved agencies (Clause 2.4): [optional: list of sponsor agencies or media partners pre-approved to exercise the sponsorship rights on the sponsor's behalf, or 'any agency engaged by the sponsor']
Part C — Notice Details (Clause 14.8)
Sponsor:
For the attention of: [sponsor notices contact name / role, e.g. 'commercial director']
Address: [sponsor notices postal address]
Email: [sponsor notices email address]
Rights Holder:
For the attention of: [rights holder notices contact name / role]
Address: [rights holder notices postal address]
Email: [rights holder notices email address]
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England & Wales note
This version is drafted for England & Wales. Scotland and Northern Ireland differ on some points — for example notice periods and tribunal procedure. Tell GitLaw where you hire and it adjusts the draft.
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