Individual/Team Sponsorship Agreement (for agencies)

[Individual/Team Sponsorship Agreement (for agencies)]

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★This contract is a sponsorship contract for individuals (or teams).

→The agreement is made between a corporation or individual (Party B) that manages individuals (or teams) and Party A, who sponsors the talents, athletes, artists, various professionals, etc. (Party C) that are affiliated with the corporation or individual.

→ If necessary, change "XXXXX managed by Party B" to "XXXXX belonging to Party B" (or delete it).

*If Party C is a freelancer and enters into a direct contract with Party A, the contract must be amended to delete any references to Party B. Alternatively, please use the contract template below.

Individual/Team Sponsorship Agreement https://akiraccyo.thebase.in/items/76395121

[First Refusal Right]
Validity period of the contract: There is also an example where the sponsor company (Party A) is granted the right of first refusal to negotiate (Article 16).

[Reference (our firm's website)]
Individual/team sponsorship contracts and cooperation contracts
https://keiyaku.info/sponsor01.html

★ Clauses included in "Individual/Team Sponsorship Contract"
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Article 1 (Party B's representations and warranties of authority)
→As the management company is a party to the contract, we represent and warrant that the management company has the authority to enter into and perform this contract.

Article 2 (Target Areas)
→This defines the geographical scope within which Party A and Party B can exercise their rights under this Agreement.

Article 3 (Products, Services and Categories)
→ [Section 1] This sets out the products and services of Party A that are the subject of this Agreement.
In addition, if Party A's products and services are diverse or a detailed explanation is required, it can be stated as "Specified in an Attachment." Specifically, it should be stated as "As set forth in the Attachment," and this "Attachment" should be stapled to the contract, with the parties (Party A and Party B) signing the seal at the seam.

→ [Clause 2] Party B stipulates that it will not grant any of the rights set forth in Article 4, Paragraph 1 to any third party other than Party A in relation to products belonging to the categories set forth in Paragraph 1. (Please note that the scope of rights will change depending on how the categories are written.)

Article 4 (Grant of Rights)
This Agreement sets out the rights granted to Party A under this Agreement.
→For example, we will stipulate things like "the right to announce that you are a supporting sponsor in relation to advertising, publicity and promotion of products, etc."

→ If there are any unnecessary rights, please delete them. Also, if there are any rights you would like to add, please add them.

→This is defined as "Party A's right" and not Party B's obligation, so for example, it does not mean that Party C "must" wear clothing bearing the name, logo, or mark of Party A or a product when engaging in Party C's activities. (See also Section 2.)

Article 5 (Performance/Participation)
It stipulates the obligations of Class C regarding appearances and participation, as well as the obligation to make efforts regarding work.

Section 1: This section describes how a management agency, entertainment production company, etc. (B) will have C appear and participate in the "events such as athletic competitions," "seminars," "media for advertising, etc.", and "A's events, product and service presentations" listed here.

Clause 2: It is stipulated that all expenses such as travel expenses, accommodation expenses, research expenses, etc. necessary for Party C to perform and participate will be borne by the sponsoring company (Party A).

Section 3: This section stipulates the "sponsor display" in the appearance and participation of Party C and the productions produced for such appearance and participation. This will publicly announce that the sponsor company (Party A) is supporting Party C as a sponsor.

Clause 4: This clause stipulates that Party B may review the content and format of the media, such as the advertisements, that have been produced, and may request that any inconvenient parts be amended. (Note that this clause does not require Party B to review the media, and only provides for the right to request amendments.)

Section 5: The content of the performance/participation of Party C, the conditions of implementation, the implementation date, and details of the productions to be produced for said performance/participation will be determined in advance through discussion between the sponsoring company (Party A) and the management agency/entertainment production company, etc. (Party B).

Clause 6: In the event that Party C is requested by Party A to appear or participate in "events such as competitive tournaments" or "seminars" that exceed the scope and number of times specified in this article, or in the event that Party A is requested to appear or participate in "media such as advertising" or "presentations," the "standards for compensation" will be determined in advance in a separate document. (If compensation is not to be determined in advance, please delete the relevant section.)

Section 7: The compensation standards for appearances and participation will be determined in advance. (Please delete this section if it is unnecessary.)

Article 6 (Recommendation)
If Party C appears in public or in the media when performing or participating in an event, Party B will provide Party A with as much cooperation as possible to provide Party A with opportunities for exposure and for Party C to recommend Party A.

Article 7 (License to Use Portraits, etc.)
The management agency, entertainment production company, etc. (B) has granted the sponsoring company (A) permission to use C's portrait, etc. for advertising and promotional activities.

Section 1: This section stipulates the permission to use portraits, etc., and the media in which they may be used. In this section, the media in which they may be used are so-called paper media such as newspapers, magazines, posters, and pamphlets, as well as official product websites (including official YouTube, Twitter, Instagram, and Facebook accounts).

Section 2: The use of the portrait, etc. of C based on the preceding section is limited to within Japan. Please change "within Japan" and other descriptions as necessary. (It may also be "worldwide.")

Section 3: With regard to the appearances and use of Mr. C's likeness in media other than those specified in each item of Section 1, a separate contract will be concluded after consultation between the sponsoring company (Party A) and the management agency/entertainment production company, etc. (Party B).

Clause 4: If the sponsoring company (Party A) uses the portrait of Party C, it must obtain prior written consent from the management agency, talent agency, etc. (Party B) regarding the portrait, advertising materials, and sales promotion materials to be used, either in writing or via electronic means such as email.

Section 5: Stipulates the circumstances under which the sponsoring company (Party A) may use the portrait, etc. of Party C without time restrictions.

Article 8 (Advertising of the same or similar products or services and competitors)
Section 1: It is prohibited for Party C to appear in or allow the use of its image, etc. in advertising for third-party products or services that are the same or similar to the products or services of the sponsoring company (Party A) or in advertising for third-party products or services that compete with the sponsoring company (Party A).

Paragraph 2: With regard to a third party and its facilities, services or products that Party C is considering granting permission to appear in advertising or to use Party C's likeness, etc., if it is not clear whether the facility, service or product in question is of the same type or similarity to the third party's products, or whether there is a competitive relationship between the sponsoring company (Party A) and the third party, the management agency, entertainment production company, etc. (Party B) must consult with the sponsoring company (Party A) and make a decision regarding the granting of permission to appear in advertising or to use Party C's likeness, etc.

Clause 3: Even if a television or radio program is provided by a competitor of the sponsor, Party B may have Party C appear on it if it is not provided solely by the competitor.
→It is customary to have such a provision, as banning not only appearances in competitors' advertisements but also appearances on programs sponsored by competitors would be a major restriction on Party C's activities.

Article 9 (Compensation, Expenses)
It stipulates that the sponsoring company (Party A) pays a sponsorship fee to the management agency, entertainment production company, etc. (Party B).
→Here, Party A is set to pay sponsorship fees to Party B, but Party B may pay a portion of the sponsorship fees it receives from Party A to Party C based on the management contract with Party C.
→In addition to paying a fixed amount (in this case, the basic sponsorship fee), it is also possible to pay a bonus if C performs well.

Article 10 (Acquisition of portrait rights, etc.)
It restricts Party A's acquisition of rights regarding Party C's portrait, etc.

Article 11 (Maintaining credibility, etc.)
If the contracting parties violate laws and regulations, it will become difficult to achieve one of the purposes of this contract, which is to "improve the mutual image of sponsors and players." Therefore, the contracting parties are required to comply with laws and regulations.

Article 12 (Change of affiliation for Class C)
This provision guarantees the fulfillment of this contract with the sponsoring company (Party A) even if Party C changes affiliation to a third party (new affiliation) other than the management agency, talent agency, etc. (Party B). Party C will either (1) continue his status under this contract with the consent of the new affiliation, or (2) transfer his status under this contract to the new affiliation.

Article 13 (Prohibition of Transfer of Rights and Obligations)
This provision prohibits the assignment of rights and obligations arising from this contract. Under the Civil Code, creditors are free to assign their claims (Article 466, Paragraph 1), but by including a special clause prohibiting assignment like this clause, it is possible to eliminate the assignability of claims (Article 466, Paragraph 2).

Article 14 (Confidentiality)
This contract stipulates the confidentiality obligations between the parties. The confidentiality obligations are usually stipulated to remain in effect even after the contract has ended (or for a certain period such as "three years"). In addition, when it is necessary to more clearly identify "confidential information," it may be specified as "information provided or disclosed by the parties with the intention that it is confidential."

Article 15 (Compensation for damages, exemption from force majeure)
Section 1: Stipulates liability for damages. (This is a typical example of a provision.)

★Alternative example 1 of paragraph 1: An example of a provision limiting the scope of damages to be awarded by both parties is also provided.
★Alternative example 2 of paragraph 1: We also provide an example of a provision in which only Party B is obligated to pay a heavier amount of damages.

→ "Profit from performance" refers to the profit that would have been earned if the contract had been performed as per the contract.
→ "Profit from fulfillment" includes both "lost profits" and "expenses that would not have been incurred if the contract had been fulfilled."
→ "Lost profits"
For example, if Party C is unable to carry out the activities set out in this contract, this will be a breach of contract by Party B. In this case, the profits that Party A would have earned if Party C had been able to carry out the activities set out in this contract are called lost profits.
→ "Expenses that would not have occurred if the performance had been carried out"
If Party A is forced to make expenditures because Party B has not fulfilled the contract as per the agreement, then Party A has incurred "expenses that would not have been incurred if the contract had been fulfilled."

[Scope of damages: Civil Code provisions]
If the scope of damages stipulated in the following article (Article 416 of the Civil Code) is excessive, the scope of liability for damages will be limited by contract.
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Civil Code Article 416 (Scope of damages)
1. The purpose of a claim for damages for breach of obligation is to obtain compensation for the damages that would normally arise from such breach.
2. Even if damage has arisen due to special circumstances, the creditor may claim compensation if the parties foresaw or could have foreseen those circumstances.
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Section 2: This is an exemption clause regarding force majeure events such as natural disasters.

Article 16 (Validity period of the contract)
[About the validity period]
It will be automatically renewed every year for a certain period of time.
It is also possible to change the part that reads, "The validity period of this contract shall be from XX/XX/XX to XX/XX/XX." to something like, "The validity period of this contract shall be one full year from the date of conclusion of this contract."

Other examples of Article 16 are also provided.
This is another example of granting the sponsor company (Party A) first refusal right to negotiate.

→Another example: Clause 2: In the contract renewal, the sponsor company (Party A) is granted the right of first refusal to negotiate.

→Separate example Section 3: Stipulates the content of preferential negotiation rights.

→Other Example, Clause 4: For posters, signs, pamphlets, catalogs, etc. that cannot be removed or collected immediately after the contract ends, a specified removal and collection period will be set, and the sponsoring company (Party A) will endeavor to remove and collect them within that period.

Article 17 (Termination of Contract)
This clause stipulates the right to terminate this contract and also explicitly provides for claims for damages.
Under the Civil Code, if the other party fails to fulfill its contractual obligations, a right of termination arises (statutory right of termination, Civil Code Articles 541 and 543).
This clause provides that, in addition to the statutory right of termination, grounds for termination may be added by agreement (items 1 to 13), and that termination may be made without notice.

Article 18 (Exclusion of anti-social forces)

Article 19 (Governing Law, Negotiation Resolution, Jurisdiction)
You can also specify "the district court or summary court with jurisdiction over the location of Party A's head office" as "Tokyo District Court or Tokyo Summary Court." (Please choose whichever is best for you, depending on the other party.)

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