This Event Sponsorship Agreement ("Agreement") is entered into by Organiser ("Red Hat") and the sponsor listed in this Sponsorship Prospectus ("Sponsor") with effect from the latest of the signature dates, and governs Red Hat's and Sponsor's participation with the Event.

1.    Agreement Structure and Scope.

1.1.    This Agreement sets out the commercial terms of this Agreement, including the details of the event or activity being sponsored ("Event") and the fee to be paid by Sponsor in exchange for the rights and obligations set out in this Agreement (“Sponsorship Fee”).

1.2.    Capitalised terms are defined in this Sponsorship Prospectus. “Including” means including but not limited to. Words in the singular will include the plural and vice versa and references to one gender include the other gender.

1.3.    If Red Hat provides any products or services to Sponsor or any third party under this Agreement, the terms of use or Red Hat policies generally applicable to such products or services will apply, and the terms of this Agreement will not modify such terms of use or Red Hat policies.

2.    Definitions.

2.1.    In this Agreement, the following words and phrases will have the following meanings:

Affiliate: means in relation to each of the parties: (a) any parent company of that party; and (b) any corporate body of which that party directly or indirectly has control or which is directly or indirectly controlled by the same person or group of persons as that party.

Confidential Information: means information that one party (or an affiliate) discloses to the other party under this Agreement, and that is marked as confidential or would normally be considered confidential information under the circumstances. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient.

Red Hat Marks: means the Red Hat trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.

Red Hat Materials: means Event promotional materials, marketing assets, website promotions, and modules produced by or under the direction or control of Red Hat or its affiliates, or their agents.

Intellectual Property Rights: means all patent rights, copyrights, trademark rights, rights in trade secrets (if any), design rights, database rights, domain name rights, moral rights, and any other intellectual property rights (registered or unregistered) throughout the world.

Privacy Laws: means any privacy, data security, and data protection laws, directives, regulations, and rules in any jurisdiction applicable to the parties under this Agreement.

Sponsor Marks: means Sponsor's trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.

Sponsor Materials: means content, information and materials provided or created by Sponsor, employees or agents relating to production, execution or promotion of the Event.

Sponsorship Fee: means the fee(s) payable by the Sponsor to Red Hat for the level of Sponsor participation granted to the Sponsor under this Sponsorship Prospectus.

Tax(es): means any form of sales, goods and services, use, value added or other form of taxation and any fines, penalties, surcharges or interest, but excluding any taxes based solely on the net income of Red Hat.

3.    Parties obligations.

3.1.    Red Hat has selected Sponsor to be a sponsor for the Event on a non-exclusive basis and as further detailed in this Sponsorship Prospectus .

3.2.    Sponsor’s participation in the Event is subject to Red Hat’s approval and the Sponsor’s registration and acceptance to the Red Hat Event terms and conditions. No contract is created until this Agreement is countersigned by Red Hat. Red Hat may withdraw its acceptance at any time by refunding the Sponsorship Fee paid if Red Hat, in its sole discretion, determines that Sponsor or its product is ineligible to participate in the Event.

3.3.    Red Hat makes no warranties regarding the number of persons who will attend the Event. Event dates, hours, and venues may be modified at Red Hat’s sole discretion and Sponsor shall be notified in writing (such notice may be validly given by Red Hat posting updates on the Event website) of any such change.

3.4.    Each party will undertake its respective responsibilities relating to the Event as set out in this Sponsorship Prospectus  with due care and skill.

3.5.    Red Hat will:

(a)    conduct the Event as described in this Sponsorship Prospectus ;

(b)    control all advertising in print and on its websites related to the Event and will retain all revenues from such advertisements. Sponsor acknowledges that nothing in this Agreement restricts any activity of Red Hat relating to search-related advertisements or Red Hat's other advertising products and services; and

(c)    manage all press access and publicity with respect to the Event.

3.6.    Sponsor will:

(a)    attend all Event preparation meetings as requested by Red Hat (by telephone or web conference if available);

(b)    promote the Event to Sponsor's existing networks of customers and prospects, with the objective of raising awareness about and encouraging participation in the Event, including distributing Sponsor Materials, sending emails to Sponsor's network of contacts, and providing social support in accordance with Red Hat’s instructions;

(c)    provide at least one (1) employee or other representative to serve as the point of contact for Event-related administration and logistics with respect to any Sponsor-specific obligations or issues that may arise;

(d)    identify Sponsor's participation in the Event during the thirty (30) days preceding the Event Start Date on appropriate pages of Sponsor's website;

(e)    provide all reasonable assistance to Red Hat (and comply with Red Hat's reasonable directions) in relation to the Event;

(f)    not suggest or imply that Red Hat endorses the Sponsor or any of the Sponsor's products or services, or that there is any connection or relationship between the Sponsor and Red Hat other than involvement in the Event;

(g)    submit all materials prepared for the Event in connection with this Agreement for Red Hat's prior written approval;

(h)    co-operate fully with Red Hat and discuss and agree in good faith any opportunities for joint marketing relating to the Event;

(i)    use third-party contractors designated by Red Hat to provide certain services related to the Event (“Required Contractors”). Notwithstanding such designation, the Required Contractors and third party vendors act solely as independent contractors, and Red Hat is not responsible for their performance, acts, or omission;

(j) only (i) undertake activities and (ii) distribute or display content (e.g. demos showcases, whitepapers, videos), that have been approved by Red Hat, within the Sponsor's space ; 

(k)    have and maintain appropriate insurance coverage to cover its potential liability under this Agreement. Red Hat reserves the right to inspect Sponsor’s insurance policies and to require Sponsor to arrange additional coverage if Red Hat (acting reasonably) is of the opinion that the Sponsor’s coverage is not appropriate;

(l)    have sole responsibility for any loss of its equipment, personal property or proprietary information, or any other loss, including any subrogation claims by its insurer;

(m)    not exchange goods or money without Red Hat’s prior written consent and Sponsor may not assist any other party in soliciting business without Red Hat’s prior written consent;

(n)    not use the Event to leverage or promote any other event in which Sponsor is a sponsor or participant, and Sponsor agrees that it may not, during the period starting from two (2) days before the Event until two (2) days after the Event, conduct any functions, classes, seminars, exhibits, or similar activities of any event similar to the Event. During the Event, Sponsor may not promote its products or organization, except: (i) in advertising contained in periodicals or similar regularly published media; or (ii) as permitted by this Agreement or by Red Hat in writing; 

(o)   in addition to the above, satisfy any other requirements reasonably requested by Red Hat in connection with the performance of this Agreement;

(p) Any persons visiting, viewing or otherwise participating in Sponsor’s space are deemed the invitees or licensees of Sponsor and not Red Hat.

4.    Fees / Payment.

4.1.    Fees. As consideration for this Agreement, Sponsor will pay Red Hat the Sponsorship Fee. The Sponsorship Fee is fully earned and non-refundable, unless otherwise expressly noted. The Sponsor is responsible for its own costs incurred in connection with the Event, unless explicitly stated otherwise in this Agreement

4.2.    Taxes. The Sponsorship Fee is exclusive of any applicable Taxes which will be paid by the Sponsor. If Red Hat is obligated to collect or pay Taxes, the Taxes will be invoiced to the Sponsor. If withholding taxes apply on the payment of the Sponsorship Fee to Red Hat, Sponsor will increase the payment to Red Hat so that the net amount received by Red Hat is the same as it would have been if no Taxes were withheld.

4.3.    Invoicing and Payment. Red Hat (or its approved agency) will issue an invoice to Sponsor for the Sponsorship Fee. Sponsor will pay all fees as specified in the invoice, including currency and payment terms. Payment is due thirty (30) day after this Agreement is signed,  unless otherwise approved by Red Hat in writing. Sponsor may not offset this payment against any other activity or services that it may have with Red Hat nor should Sponsor bundle this payment with payment for any other Red Hat invoices.

4.4.   Interest. If Sponsor fails to pay invoices in accordance with this Agreement thirty (30) days after payment is due, then Red Hat may charge Sponsor interest on the outstanding amounts at 1.5% a month (or the highest rate permitted by law, if less).

4.5.   Licence Fees and Other Costs. Sponsor is solely responsible for (i) obtaining any licenses and permits; and (ii) the payments of all license fees or other charges, applicable to its participation in the Event. Miscellaneous costs that are not included in Sponsor’s exhibition package such as audio visual equipment and internet connection, freight costs, etc. are extra costs that are payable by Sponsor.

4.6.   Other Event Payments. Red Hat may apply any payments made by Sponsor under this Agreement at its sole discretion for any purpose, including to any obligation that is past due under any other event-related agreement between Sponsor and Red Hat, in which case Red Hat will notify Sponsor of such application.

5.    Intellectual Property - Ownership and Licences.

5.1.    Except for the licences set out in Sections 5.2 and 5.3, neither party will acquire any right, title or interest in any copyright, patent, trade secret, trademark and any other Intellectual Property Rights belonging to the other party or the other party's licensors.

5.2.    Sponsor Marks. Sponsor grants Red Hat a worldwide, irrevocable, royalty-free, non-transferable, non-exclusive licence to use the Sponsor Marks in the formats and specifications directed by Sponsor, solely for the purpose of promoting and marketing the Event before, during and after the Event. Nothing in this Agreement will be deemed to vest in Red Hat any ownership right in any Sponsor Marks, which at all times remain the exclusive property of Sponsor.

5.3.    Red Hat Marks. Red Hat grants Sponsor a royalty-free, non-transferable, non-exclusive licence to use the Red Hat Marks in the formats and specifications directed by Red Hat, solely for the purpose of promoting and marketing the Event during the term set out in this Sponsorship Prospectus, provided that: (i) Sponsor will obtain Red Hat's written consent (including by email) before disclosing to any third party any material or documentation incorporating Red Hat Marks; and (ii) Sponsor's use of Red Hat Marks must always comply with Red Hat's brand guidelines and any additional product specific brand guidelines, as notified by Red Hat to Sponsor. Nothing in this Agreement will be deemed to vest in Sponsor any ownership right in any Red Hat Marks, which at all times remain the exclusive property of Red Hat.

5.4.    Promotional Materials. Subject to the terms of this Agreement, each party will promote the Event. Sponsor grants Red Hat a nonexclusive, worldwide, royalty-free licence to: (i) copy, distribute, modify, create derivative works based on, publicly perform, publicly display, and otherwise use the Sponsor Materials in connection with the Event; and (ii) sublicense the foregoing licence to subcontractors working on Red Hat's behalf, and to end users and Event participants.

5.5.    Ownership. With the exception of Sponsor Materials and Sponsor Marks, Red Hat owns all content (including all images, recordings, data and derivative works based on Sponsor Materials) developed in connection with the Event, and Sponsor assigns, and agrees to promptly assign to Red Hat all rights, title and interest, including all Intellectual Property Rights and publicity, in such content. For the avoidance of doubt, Sponsor grants to Red Hat, its agents and affiliates a non-exclusive, worldwide, perpetual, royalty-free right including the right to sub-license,  to use the Sponsor Materials and Sponsor Marks for marketing and promotion activities.  Sponsor confirms that it owns all right, title, and interest in the Sponsor Materials and all its contents are either original and not copied from another's previous work, or are used with the permission of the owner of such content. Sponsor releases Red Hat, its agents, employees and affiliates, from any and all claims or liabilities arising out of or in connection with the use of Sponsor Materials and Sponsor Marks in relation to the Event.

5.6.    Release. Sponsor acknowledges that the Event may be recorded or reproduced, and Sponsor authorizes Red Hat and its designees to record, transcribe, modify, reproduce, perform, display, and distribute in any form and for any purposes any such recording of the Event, and agrees to execute any additional release presented by Red Hat, its licensees, or permittees, in connection with such activity. Sponsor hereby releases Red Hat and its designees from and waives all claims it or its employees or agents may possess, now or in the future, in connection with such activities, and Sponsor specifically waives any statutory restriction on waivers of future claims or moral rights.

5.7.    Other Rights. Nothing in this Agreement restricts Red Hat from using any content obtained from third parties.

6.    Term, Termination and Cancellation.

6.1.    Term. This Agreement commences on the date when this Agreement has been properly executed by both parties. Unless terminated earlier in accordance with Section 6.2 below, this Agreement will continue in effect until the Event End Date, after which it will automatically expire.

6.2.    Termination by Sponsor.  In the event this Agreement is terminated due to the acts or omissions of the Sponsor or the Sponsor fails to participate in the Event for whatever reason after the execution of the Agreement, Sponsor shall remain liable for and shall make payment of, the full sum due under this Agreement. Sponsor acknowledges and agrees that the sum due and payable by Sponsor under this Agreement, is due and payable to Red Hat and represents an agreed measure of compensation, and are not to be deemed or construed as a forfeiture or penalty.

6.3.    Termination by Red Hat. Red Hat may terminate this Agreement (and without liability) on immediate notice to the Sponsor if the Sponsor does, or causes anything to be done which brings or has the potential to bring Red Hat into disrepute, scandal or otherwise damage the reputation or goodwill in the Red Hat brand.

6.4.    Termination. Either party may terminate this Agreement with immediate effect by giving notice in writing to the other if:

(a)    the other party has materially breached this Agreement or any other Event terms and conditions  and the breach is either irremediable or has not been remedied by the defaulting party within ten (10) calendar days of being requested to do so in writing;

(b)    the other party is in breach of its obligations under Section 7 below; or

(c)    the other party is declared bankrupt or insolvent or is dissolved or otherwise ceases to carry on business or any analogous event happens to the other party in any jurisdiction.

6.5.    On expiry or termination of this Agreement for any reason:

(a)    all rights and licences granted under this Agreement will cease;

(b)    the Sponsor will immediately cease all use of the Red Hat Marks (including on the Sponsor's website and in any marketing materials);

(c)    the Sponsor will not discuss, reference or imply any relationship or association with the Event; and

(d)    the Sponsor will immediately on request destroy (at the Sponsor's expense) material of any kind in its possession relating to the Event or containing Red Hat Marks, and of any information of a confidential nature communicated to it by Red Hat, either preparatory to, or as a result of, this Agreement,

in each case unless otherwise approved by Red Hat in writing and subject to the Sponsor's compliance with the approvals requirements set out in this Agreement.

6.6.    The rights and obligations of Sections 1, 6 to 10, and 11 of this Agreement and of any other Sections which under their terms or by implication are intended to survive, will survive the expiration or termination of this Agreement.

6.7.    Where applicable, to effectuate the termination of this Agreement under Section 6, the parties will waive any provisions, procedures, and operation of any applicable law (including Article 1266 of the Indonesian Civil Code) that requires a court order to terminate this Agreement.

6.8.    Cancellation. Red Hat may cancel all or any part of the Event for any reason beyond its reasonable control, including but not limited to natural or public disaster, domestic or international acts of terrorism, wartime, act of God, venue construction, insufficient participation, market fluctuations, government regulation, pandemic, epidemic or health and safety or any other similar reasons (“Force Majeure Event”). Where the Event is cancelled due to a Force Majeure Event, Red Hat will refund to Sponsor, any Sponsorship Fee already paid to Red Hat that have not yet been expended on behalf of Sponsor (if any), and Sponsor will have no recourse against Red Hat relating to such cancellation of the Event.

7.    Confidentiality and Privacy.

7.1.    Confidentiality Obligations. The recipient will not disclose the other party's Confidential Information, except to employees, affiliates, agents, or professional advisors ("Delegates") who need to know it and who have a legal obligation to keep it confidential. The recipient will use the other party's Confidential Information only to exercise rights and fulfill obligations under this Agreement while using reasonable care to protect the Confidential Information. The recipient will ensure that its Delegates are also subject to the same non-disclosure and use obligations. The recipient may disclose Confidential Information when required by law after giving reasonable notice to the discloser, if permitted by law. Sponsor will not disclose the terms of this Agreement to any third party unless specifically authorised by Red Hat in writing.

7.2.    Privacy and Data Protection. The use and disclosure of lists containing personal information are regulated by privacy and data protection laws, and may be subject to obligations of confidentiality. Sponsor agrees that, in performing its obligations under this Agreement, it will comply with all Privacy Laws. To the extent relevant to the Event and/or this Agreement, Sponsor is responsible for managing any and all mailing, email, membership, and other lists ("Lists") in accordance with applicable law and the Privacy Laws. In particular, Sponsor will ensure that any individuals on any Lists provided to Red Hat have given their express prior consent to their details being passed onto Red Hat, and such consent must include a consent to receive marketing material from Red Hat in relation to Red Hat's products and services. 

Collection of personal information by Red Hat in connection with this Event will be conducted in accordance to our company privacy statement, which can be found here Red Hat's Privacy Statement (https://www.redhat.com/en/about/privacy-policy)

8.    Representations and Warranties.

8.1.    Each party warrants that:

(a)    it has full right and power to enter into and perform its obligations under this Agreement, including sufficient rights to use and grant the licences granted hereunder;

(b)    entering into this Agreement will not cause it to breach any contractual obligations to a third party;

(c)    to the best of its knowledge and belief, any material supplied by it in accordance with this Agreement is not defamatory of any person; and

(d)    it will use reasonable care and skill in complying with its obligations under this Agreement.

8.2.    Sponsor warrants that:

(a)    it will comply with all applicable laws and regulations in connection with the Event and this Agreement (including, without limitation, the U.S. Foreign Corrupt Practices Act of 1977, the UK Bribery Act of 2010 and all other applicable commercial and public anti-bribery laws);

(b)    it will not knowingly or deliberately do anything that brings or has the potential to bring Red Hat into disrepute, scandal or otherwise damage the reputation or goodwill in the Red Hat brand;

(c)    Sponsor and its directors, officers, employees and agents have not and will not offer, pay, promise or authorise the payment, directly or through any other person or entity, of anything of value for the purpose of inducing or rewarding any favorable action or influencing any act or decision in connection with Red Hat's business to a candidate for public office or to an official or employee of a government, government-controlled entity, public international organisation or political party.

8.3.    No conditions, warranties or other terms apply to any goods or services supplied by either party under this Agreement unless expressly set out in this Agreement. Subject to Section 10.1(b), no implied conditions, warranties or other terms apply (including any implied terms as to satisfactory quality, fitness for purpose or conformance with description).

9.    Indemnification

9.1.    Sponsor agrees to defend, indemnify, and hold harmless Red Hat (and its affiliates) and those lawfully in the venue from and against any claim, loss, liability, or damage suffered due to:

(d)     Sponsor’s construction or maintenance of an unsafe exhibit (if any); and/or

(e) the negligence or misconduct of Sponsor, its employees, agents, subcontractors and/or representatives;

(f) Sponsor’s breach of any commitment made hereunder.

9.2.    Sponsor agrees to indemnify and hold harmless, the event venue, the conference facility, its owners, managers, officers or directors, agents, employees, subsidiaries and affiliates, from any damages or charges resulting from Sponsor’s use of the property.

10.    Limitations of Liability.

10.1.    Nothing in this Agreement will exclude or limit either party's liability for:

(a)    death or personal injury resulting from the negligence of either party or their servants, agents or employees;

(b)    fraud or fraudulent misrepresentation;

(c)    misuse of Confidential Information;

(d)    any other matter, to the extent that such liability may not be excluded or limited under applicable law; or

(e)    payment of sums properly due and payable under this Agreement.

10.2.    Subject to Section 10.1, neither party will be liable under or in connection with this Agreement and/or Event (whether in contract, tort (including negligence) or otherwise) for any:

(a)    loss of profit;

(b)    loss of anticipated savings;

(c)    loss of business opportunity;

(d)    loss of or corruption of data

(e)    costs of locating a replacement sponsor or replacement Event;

(f)    loss or damage resulting from third party claims; or

(g)    indirect or consequential losses, suffered or incurred by the other party (whether or not any such losses were or were not foreseeable or within the contemplation of the parties).

10.3.    Subject to Sections 10.1 and 10.2, Red Hat’s total liability under or in connection with this Agreement and/or Event (whether in contract, tort, negligence or otherwise) is limited to the Sponsorship Fee.  

10.4.    Red Hat shall not be liable to Sponsor for any damage, loss, harm, or injury to the person, property, or business of Sponsor, or any of its visitors, officers, agents, employees, or other representatives, resulting from theft, fire, earthquake, water, unavailability of the venue or intermediate staging facilities, insufficient participation, accident, or any other reason in connection with the Event or any planning meetings, demonstrations, or staging’s, except to the extent such liability arises directly from the wilful misconduct of Red Hat, against whom liability is sought to be assessed.

10.5.    Red Hat will not accept responsibility or be liable for the loss or damage to any equipment, personal belongings or merchandise left on the premises prior to, during, or after the Event.

11.    Miscellaneous.

11.1.  Publicity. Neither party may make any public statement regarding this Agreement without the other's written approval.

11.2.  Notices. All notices of termination or breach must be in English, in writing and addressed to the other party's contact information set out on the first page. Notice can be by email and will be treated as given on receipt, as verified by written or automated receipt or by electronic log (as applicable).

11.3.    Assignment. Neither party may assign any part of this Agreement without the written consent of the other, except to an affiliate where: (a) the assignee has agreed in writing to be bound by the terms of this Agreement; (b) the assigning party remains liable for obligations under this Agreement if the assignee defaults on them; and (c) the assigning party has notified the other party of the assignment. Any other attempt to assign is void.

11.4.    No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.

11.5.    No Agency. This Agreement does not create any agency, partnership or joint venture between the parties.

11.6.    No Third-Party Beneficiaries. This Agreement does not confer any benefits on any third party unless it expressly states that it does.

11.7.    Counterparts. The parties may execute this Agreement in counterparts, including facsimile, PDF, and other electronic copies, which taken together will constitute one instrument.

11.8.    Amendments. Any amendment must be in writing, signed by both parties, and expressly state that it is amending this Agreement.

11.9.    Entire Agreement. This Agreement sets out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter (including any purchase order terms). Save as expressly set out in this Agreement, no statement, representation, or warranty shall be taken to have been made or implied in the course of any negotiations between the parties prior to this Agreement. Neither party will have any right or remedy in respect of any statement, representation or warranty (whether made negligently or innocently) not expressly set out in this Agreement.

11.10.    Severability. If any term (or part of a term) of this Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.

11.11.    Conflicting Terms. If there is a conflict between any term of these T&Cs and a term of this Sponsorship Prospectus, the terms of these T&Cs will govern.

11.12.    Language. If this Agreement is translated into any other language, and there is a discrepancy between the English text and the translated text, the English text will govern.

11.13.    Governing Law. This Agreement is governed by and construed in accordance with the laws of the Republic of Singapore, and the parties shall submit to the non-exclusive jurisdiction of the Singapore courts.