2017 IPC Nordic Skiing World Cup [City]Hosting Agreement

1 September 2016

International Paralympic CommitteeAdenauerallee 212-214 Tel. +49 228 2097-200

www.ipc-nordicskiing.org53113 Bonn, Germany Fax +49 228 2097-209 ipcnordicskiing@paralympic.org

This Hosting Agreement (the “Agreement”) is made by and between:

1) IPC Nordic Skiing (“IPCNS”), part of the International Paralympic Committee (the “IPC”), with its principal offices at Adenauerallee 212-214, 53133 Bonn, Germany; and

2) [LOC NAME] of [LOC ADDRESS]] (“LOC”) ,

each referred to hereafter as a “Party” and collectively “the Parties.”

BACKGROUND:A. IPCNS governs the sport of IPC Nordic Skiing and owns all the rights in all IPC

Nordic Skiing World Cup events. B. The LOC is [LOC description].C. IPCNS is part of the IPC and with regard to certain rights and assets referred

to in this Agreement and “IPCNS” will, where appropriate, be understood to mean the IPC.

D. It is the mutual desire of the Parties to contribute to the development of IPC Nordic Skiing and the Paralympic Movement. In this sense the LOC has agreed to host the 2017 IPC Nordic Skiing World Cup [Location] (“the Event”) in accordance with the terms set out in this Agreement.

IT IS AGREED as follows:1. Term

1.1. This Agreement shall commence on the date it is signed by the Parties (“Commencement Date”) and, subject to the terms of this Agreement, shall terminate on [insert date] (“Term”).

2. Appointment2.1. Appointment of LOC : IPCNS appoints the LOC to organise the Event.

The Event shall be part of the IPC Nordic Skiing World Cup Series (the “Event Series”) which shall run during the [2016-2017] season (“Season”).

2.2. IPC Requirements : In addition to the terms of this Agreement, the LOC agrees to comply with the provisions outlined in the following documents (which can be found at the following link: https://www.paralympic.org/nordic-skiing/rules-and-regulations/rules) when hosting the Event:

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IPC Nordic Skiing Rules and Regulations; IPC Nordic Skiing Technical Requirements; IPC Nordic Skiing OC Checklist.

2.3. Official Name : The name of the Event shall be “2017 IPC Nordic Skiing World Cup [Location].” The LOC agrees to use this name consistently in all Event communications and other branding in relation to the Event in compliance with Clause 5.2 of this Agreement and the requirements of the IPC Style Guide and Brandbook (which can be found on the IPC website at the following links: https://www.paralympic.org/sites/default/files/document/160812125249438_2016_06_06%2BIPC%2BStyle%2BGuide.pdf; and https://www.paralympic.org/sites/default/files/document/150410142657869_2015_01%2Bipc%2Bbrand%2Bbook_final_0.pdf).

2.4. Genera l: The LOC shall not do anything (or permit anything to be done) which, in the opinion of IPCNS, is or might be prejudicial to the name and image of the Event, the Event Series, IPCNS, the IPC, and/or the Paralympic Movement or which bring any of them into disrepute.

3. Event Details and Obligations3.1. Dates and Location : The Event will be held on [Dates] at [Venue] in

[Location]. 3.2. IPCNS will provide, at its own cost, an online entry system which links

directly with the IPC Sport Database Management System (“SDMS”) for the LOC to use to process the entries to the Event.

3.3. The LOC will submit delivery plans (in accordance with the IPC Nordic Skiing OC Checklist) for the Event to IPCNS at least three months prior to the Event and will regularly provide IPCNS with updates and details regarding progress against the plans. The LOC will make any modifications requested by IPCNS.

4. Anti-Doping4.1. The collection of doping control samples shall be under the sole

authority of IPCNS and in accordance with the provisions of the IPC Anti-Doping Code (“Code”) and the World Anti-Doping Code International Standard for Testing and Investigations (“WADC ISTI”).

4.2. The LOC agrees to enter into a separate Doping Control Agreement (“DCA”) with IPCNS to determine the size and type of the testing programme to be conducted at the Event. IPCNS will provide the LOC with a detailed Test Distribution Plan (“TDP”) after the date of final entries to the Event.

4.3. The LOC agrees to act in accordance with the DCA, the Code and the WADC ISTI, and is responsible for the appointment of an anti-doping

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organisation that will collect samples at the Event in full compliance with the WADC ISTI. This anti-doping organisation must be recognised by the World Anti-Doping Agency (“WADA”) as compliant with the World Anti-Doping Code (“WADC”). The LOC must use the most conveniently located WADA accredited laboratory that is able to analyse samples in accordance with the DCA requirements, which will be subject to IPC approval.

4.4. The LOC shall submit the signed DCA to IPCNS no later than one month prior to the start date of the Event.

4.5. All costs related to doping control at the Event must be covered by LOC.

5. Proprietary Rights5.1. IPC Rights

The LOC acknowledges and agrees that: 5.1.1.the IPC is the owner of all rights of whatever kind or nature in respect

of the terms “Paralympics" and "Paralympic", the “Para” prefix when associated with sport or any IPC activities, the IPC motto, flag and anthem, the Paralympic Symbol (Three Agitos design) and any other trademarks, logos and other indicia used or intended to be used in the context of the Paralympic Movement, such as mascots, posters and any artistic, orthographic, or visual representations or designations (the "IPC General Rights");

5.1.2.IPCNS is the owner of all rights of whatever kind or nature in respect of IPC Nordic Skiing, the IPCNS Logo (attached at Appendix A or as otherwise determined by IPCNS), the terms “Para Nordic Skiing” and the prefix “Para” when associated with any IPC Nordic Skiing activities, IPC Nordic Skiing sports graphics and any other trademarks, logos, and other indicia used or intended to be used in the context of IPC Nordic Skiing (the “IPCNS Rights”); and

5.1.3.the Event and the Event Series are the exclusive property of IPCNS and IPCNS owns all rights of whatever kind or nature concerning the organisation, exploitation, broadcasting, marketing and reproduction by any means whatsoever and of any event or incident which occurs during the Event and Event Series and which is connected to the Event or the Event Series (the "Event Rights").

5.2. License of IPC Rights : From the Commencement Date until three months following the last day of competition at the Event, the LOC shall be entitled to use the IPCNS Rights and the Event Rights solely in relation to the Event, provided such use is in compliance the requirements of the IPC Style Guide and Brandbook and is approved in writing by IPCNS (“License”). The LOC acknowledges that IPCNS will be rebranded in December 2016 and the IPCNS Rights and the Event Rights will be

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modified from 1 January 2017. To assist both Parties in this transition the LOC agrees that any use of the IPCNS Rights and the Event Rights in accordance with this Clause must first be approved in writing by IPCAS.5.2.1.For the avoidance of doubt, the LOC shall not be entitled to use the

IPC General Rights without the express written consent of IPCNS. 5.3. Assignment of LOC Rights : The LOC assigns to IPCNS all copyright,

design and other proprietary rights of whatever kind and nature that are developed by the LOC in relation to the Event.

6. Marketing6.1. General : The LOC confirms that it will use its best endeavours to

promote the Event in the [region] and also to work closely with the IPC Commercial and Marketing Manager in all sponsorship and commercial-related matters associated with the Event in accordance with the requirements of the Marketing Section of the IPC Nordic Skiing Technical Requirements.

6.2. International Partner Program : The LOC acknowledges the International Paralympic Marketing Programme (the "International Programme"), which consists of the following IPC partners (and their respective product and service categories (“IPC Partners”):

Atos - information technology. Allianz – banking, insurance and asset management. Samsung – wireless communications. Visa – consumer payment systems (credit cards). Panasonic – audio, visual and home appliances. Ottobock – therapeutical medical devices (othobiotics);

rehabilitation and mobility healthcare products; and related specialist products and devices.

BP – oil and gas. Toyota Motor Corporation - mobility products consisting of

motor vehicles, mobility support robots and certain specific mobility and rehabilitation services.

The LOC acknowledges that the IPC may negotiate agreements with additional partners during the Term. In the event that the IPC obtains an additional IPC Partner, it will notify the LOC accordingly.The LOC agrees to grant the first right of negotiation in the above product and service categories to the IPC Partners in relation to the Event. None of IPC Partners have been granted rights to the Event prior to the signing of this Agreement. IPC will contact the IPC Partners after the sponsorship plan (included in the IPC Nordic Skiing Technical Requirements) has been approved and will urge them to support the Event. In the event that an IPC Partner agrees to support the Event, the

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IPC will immediately inform the LOC. The above product and service categories where the IPC Partners have not expressed an interest to support the Event will be released to the LOC, provided that the LOC only promotes any partnership in such product and service categories within the host territory.

6.3. Reserved Commercial Rights: The LOC agrees to grant the IPC the following commercial rights (“Reserved Commercial Rights”) in relation to the Event for the IPC’s sole use to sell to any one or more of its commercial partners:6.3.1.all branding on start huts at the Event;6.3.2.20% of TV banners on the course and in the finish area at the Event;6.3.3.20% of branding on all bibs at the Event;6.3.4.all on-screen inserts and graphics in relation to the Event;6.3.5.10% of all other commercial inventory;6.3.6.VIP tickets (the quantities of which will be agreed in advance by the

IPC and the LOC); and6.3.7.one promotion and sampling area (of a size comparable to the main

partners of the LOC).The LOC acknowledges that the IPC will retain all the revenue generated from the Reserved Commercial Rights. The IPC will inform the LOC as soon as possible if it does not intend to use the Reserved Commercial Rights.

6.4. Title Sponsor : If the LOC obtains a title/presenting sponsor, any such sponsor must first be approved in writing by the IPC. The LOC will retain 90% of the revenue generated from any title or presenting sponsorship for use in relation to the Event and 10% will be provided to the IPCNS.

6.5. Supplier : The LOC acknowledges that Liski is the official supplier of all equipment relating to the sport of Nordic Skiing for the IPCNS. As such, Liski can provide equipment to the LOC at preferential rates. The LOC will inform the IPCNS if it wishes to purchase equipment through Liski for the Event. The IPC will use its best endeavours to ensure preferential rates for the required equipment.

7. Broadcasting Requirements7.1. Broadcasting: The LOC and IPC will work towards identifying and

agreeing upon the parameters of the broadcast priorities and deliverables for the Event. If such agreed parameters include the appointment of a host broadcaster for the Event, the LOC shall arrange for both the appointment and funding of this host broadcaster. The content and form of any host broadcaster contract must be approved in writing by the IPC prior to the LOC signing any such agreement. In addition, the LOC will use best efforts to deliver live streaming coverage of the Event to ParalympicSportTV and

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a 26 minute event summary program for television ready for broadcast for the Event.

8. Financial Arrangements8.1. Commercial Rights : For the period from the date of this Agreement

until three months following the last day of competition at the Event, IPCNS grants the LOC the right to retain Event related revenues provided such revenues are used solely in relation to the Event and subject to the terms of this Agreement and the limitations in the Technical Requirements (particularly those related to marketing and broadcasting).

8.2. Sanctioning Fees : The LOC will pay the competition sanction fee of EUR 750 (exclusive of VAT) for each competition in the Event (the “Competition Sanction Fee”). VAT will be added to the Competition Sanction Fee, if applicable. The Competition Sanction Fee is non-refundable. If the Competition Sanction Fee is not paid by the LOC to IPCAS in accordance with the schedule below, the Event may not be sanctioned by IPCAS. The Competition Sanction Fee shall be paid in accordance with the following schedule:8.2.1.50% of the Competition Sanction Fee no later than 30 business days

after the Commencement Date; and8.2.2.50% of the Competition Sanction Fee no later than 15 business days

before the first day of the Event. 8.3. Rental Fee for Biathlon Equipment

LOC will pay the Rental Fee for Biathlon Equipment of EUR 2,000 for the complete duration of the Event. The transport/shipment cost for Biathlon Equipment is responsibility of LOC. LOC must contact IPCNS Management office three (3) months prior the Event to arrange rental and shipping.

8.4. Financial Information 8.4.1.The LOC shall provide IPCNS with its valid tax ID and certificate of

registration (if the LOC is located outside the European Union) or valid VAT ID (if the LOC is located within the European Union).

8.4.2.The Competition Sanction Fee must be paid to: Account name: IPC Nordic SkiingBank: Deutsche Bank AG, D-53113 Bonn, GermanyBank code: 380 700 59Branch number: 414 Account No: 0290122 03SWIFT Code: DEUTDEDK380IBAN: DE91380700590029012203

9. Termination9.1. IPCNS shall be entitled to terminate this Agreement by notice in

writing if:

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9.1.1.Safety : the host nation should find itself at any time in a state of war, civil disorder, boycott, embargo decreed by the international community or in a situation officially recognised as one of belligerence or if IPCNS has reasonable grounds to believe that the safety of participants in the Event would be seriously threatened or jeopardised;

9.1.2.Breach : the LOC breaches any material obligation of this Agreement and (if such breach is remediable) fails to remedy that breach within 60 days’ notice from IPCNS or half the number of days remaining until the Event to the reasonable satisfaction of the IPC;

9.1.3.Bankruptcy : the LOC becomes insolvent, or institutes (or there is instituted against it) proceedings in bankruptcy, insolvency, dissolution, reorganisation, or makes an assignment for the benefit of creditors; or

9.1.4.Agreement : with the consent of the LOC by mutually agreed notice in writing.

9.2.Termination under Clause 8.2 shall be without prejudice to IPCNS’s right to claim any and all damages against the LOC.

10. Miscellaneous10.1. Language : All communication in connection with this Agreement shall

be conducted in English. The language of use during the Event shall be English and the official language of the host city.

10.2. Sole Responsibility : The LOC shall be responsible for all commitments entered into by it concerning the organisation and staging of the Event and shall assume the entire legal and financial responsibility for the organisation and staging of the Event. This Clause will survive termination of this Agreement.

10.3. Confidentiality : Save where otherwise provided for in this Agreement or required by law, the contents of this Agreement and other information disclosed by one Party to the other in relation to the Event are confidential and the Parties shall not disclose the contents to any third party. The Parties shall have the right to make disclosure to their legal counsel and accountants, and with the prior written approval of the other Party, limited disclosure to the suppliers, contractors or other persons with whom they have a business relationship. All such persons to whom disclosure is made must either be under a professional obligation of confidentiality or agree in writing to treat the information disclosed as confidential. This Clause will survive termination of this Agreement.

10.4. Indemnification : The LOC undertakes to indemnify, hold harmless and exempt IPCNS, the IPC, its officers, members, directors, employees, consultants, agents, contractors and other representatives, from all liability in respect of any damages, including all the costs of defending any

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such claims whether they are ultimately successful or not, resulting from any breach of this Agreement by the LOC or any act or omission of the LOC relating to the Event. The LOC indemnity will also apply in the case of a third party claiming against IPCNS (or any of the persons mentioned) for any reason that arises out of or is connected with the Event. This Clause will survive termination of this Agreement.

10.5. Assignment : The LOC shall not assign any rights or obligations under this Agreement without the prior approval of IPCNS.

10.6. Limitation of liability: The LOC acknowledges that neither IPCNS, the IPC nor their board members, officers, employees or agents, will be liable for any loss or damage to the LOC by IPCNS or the IPC arising out of, or in connection, with this Agreement, and the LOC releases the IPCNS and the IPC to the fullest extend from any such liability, damage, loss or claim.

10.7. Disclaimer: To the extent permitted by law, IPCNS and the IPC nor their board members, officers, employees or agents, will be in no way liable to the LOC or any third party for any loss or damage, however caused (including through negligence) which may be directly or indirectly suffered in connection with any use of the License.

10.8. No relationship: The Parties have no authority to bind each other to any agreement and neither Party shall give the impression that it may act as a representative, agent or attorney of the other Party.

10.9. Governing Law and Dispute Resolution : The laws of Switzerland govern this Agreement. Any dispute concerning its interpretation or the Parties' rights or obligations under this Agreement or any other matter arising out of this Agreement is to be submitted to and decided by the Court of Arbitration of Sport in accordance with the statutes and regulations of the said court (using the Ordinary Arbitration Procedure of the CAS). The arbitration shall take place in Lausanne, Switzerland, and shall be conducted in English.

SIGNED

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INTERNATIONAL PARALYMPIC COMMITTEE

Signature

Printed Name Mr. Xavier Gonzalez

Position Chief Executive Officer

Date

[LOC]

Signature

Printed Name

Position President of LOC

Date

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Appendix AIPCAS Logo

[to insert]

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