NOKIA INDIAINDIA PVT LTD
AND
[INSERT NAME OF AGENCY]
FRAME AGREEMENT FOR EVENT MANAGEMENT
SERVICES
Agreement Number:
Event Management Frame Agreement (03/07 KS)
1
This Agreement for Event Management Services (this “Agreement”) dated Insert date (the
“Effective Date”) is made
BETWEEN:
A.
NOKIA INDIA PVT LTD a company incorporated in under the Companies Act, 1956 and
having its registered office at Flat no. 1204, 12th Floor, Kailash Building, Kasturba Gandhi
Marg, New Delhi-110001,India (“Nokia”); and
B.
[INSERT AGENCY NAME], a company formed under the laws of
principal place of business at [INSERT PLACE OF BUSINESS],
its Affiliated Companies listed in Schedule 1 (“Agency”).
with its
including
(Nokia and Agency together the “Parties” and each a “Party”).
1.
Definitions and Interpretation
1.1
In this Agreement:
“Accept”, “Acceptance” means any acceptance of any product or services supplied or
provided by the Agency or any third party on behalf of the Agency, at the sole discretion of
Nokia. A product or service will not have been Accepted by Nokia, unless Nokia has
Accepted the product or provision of the service in writing.
“Affiliate” means any other entity controlled by, or under control with, Nokia Corporation, in
the case of Nokia or insert Agency’s ultimate holding company, in the case of Agency. For
the purposes of this definition "control" means the direct or indirect ownership of 50% or
more of the shares or interests which are entitled to vote for the directors of an entity or the
equivalent, for as long as such entitlement subsists, or the equivalent power over
management of an entity;
“Confidential Information” means, without limitation, all drawings, data, specifications,
and all technical, business or similar information, whether in electrical format or any other
format, relating to Nokia or its business including, without limitation, information relating to
the research, development, products, methods of manufacture, trade secrets, business
plans, customers, finances, and personnel;
“Event” means any event organised by the Agency for Nokia under the terms of this
Agreement as part of the Services or Workproduct;
“Event Management” involves (but is not limited to) creating an event concept by ensuring
that the brand is incorporated, identifying the correct target audience, planning the logistics
and co-ordination of technical requirements before the execution of the event its self,
following up after event;
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“Intellectual Property Rights” means all patents (including utility models), design patents,
and designs (whether or not capable of registration), chip topography rights and other like
protection, copyright, trademark, trade name, all rights arising from the use of or existing in
connection with domain names, rights in trade dress, rights in or relating to databases, and
any other form of statutory protection of any kind in the Territory and any other intellectual
property rights (registered or unregistered) throughout the world including all rights of
reversion and rights to any applications and pending registrations and the right to sue for
and recover damages for past infringements;
“Schedule” will mean a document which the Parties will, by mutual agreement, attach to
this Agreement. All schedules will form part of, and be subject to, the terms and conditions
of this Agreement.
“Service Levels” means the service levels setting out the level of service required of the
Agency in performing the Services or and providing the Workproduct as set out in
Schedule 2 of this Agreement;
“Services” means the all aspects relating to event management, marketing and other
professional services and consultancy work as well as other tasks, work and services to be
supplied by Agency to Nokia as defined in this Agreement and any Statement of Work;
“Statement of Work” means a statement of work for Services and provision of
Workproduct which the Parties and/or their Affiliates may enter into in writing from time to
time pursuant to this Agreement, the form of which is set out in Schedule 3, with each such
Statement of Work forming part of, and being subject to, the terms of this Agreement;
“Territory” means India;
“Venue” means any location where an Event is held; and
“Work Product” means all inventions, artwork, copy, models, designs, photographs,
background, briefing or preparatory material, identifiable and original ideas or concepts and
all other material, deliverables and services, and Intellectual Property Rights in any such
material and services, developed by Agency or any of its employees, agents or
subcontractors, either alone or with others, which result from or relate to the Services and
provision of Workproduct whether or not it is incorporated into any final output provided to
Nokia .
1.2
The headings in this Agreement are inserted for convenience only and will not affect its
construction.
1.3
Where appropriate words denoting the singular only will include the plural and vice versa.
1.4
Reference to any statute or statutory provision includes a reference to the statute or
statutory provisions as from time to time amended, extended or re-enacted.
2.
Services and Remuneration
2.1
The Services
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Agency agrees to provide to Nokia such Services and Work product as the Parties may
agree upon from time to time under Statements of Work:- (i) in accordance with the Service
Levels as set out in Schedule 2: (ii) subject to the terms and conditions of this Agreement;
and (iii) as may be further defined in any particular Statement of Work.
2.2
Agency’s Remuneration
2.2.1
The fees and cost of any Services and Work product will be agreed in writing
between Nokia and/or any Nokia Affiliate and Agency and/or any Agency Affiliate
and detailed in the corresponding Statement of Work.
2.2.2
The Agency acknowledge and understand that:
(i)
Nokia makes no commitment to order any Services or Work product or enter
into any Statement of Work under this Agreement;
(ii)
Nokia makes no volume commitment with respect to a Statement of Work;
(iii)
any estimates or forecasts that may be provided by Nokia are non-binding
estimates only;
(iv)
any measures undertaken based on any forecast or estimate are at
Agency's sole risk;
(v)
Nokia will have no obligation to order any Services or Work product;
(vi)
same in the case of Subclause 2.2.4 all prices and fees stated in the SOW
shall be binding on the Agency until; (i) the SOW has been fully completed;
or (ii) Nokia has informed the Agency in writing that it no longer wishes to
order any Services or Work product set out in the respective SOW. and
(vii)
All cost and fees set out in and charged under a SOW are all inclusive for
any products and services provided under this SOW(“Fees”).
2.2.3 In accordance with Subclauses 2.2.2 (vi) and (vii), the Agency will only invoice
Nokia in respect of the any Services rendered or Work product provided and
Accepted by Nokia.
2.2.4 In accordance with Subclause 2.2.2, the Fees associates with a particular SOW
shall include amongst other items:
2.2.4.1 the cost of all production work required to produce the Services or
Workproduct including but not limited to event management service,
film/TV production, artwork, photography, model fees, recordings, the
services of performers, typesetting, printwork, creation of interactive
advertisements and website design/production, provided they have been
subject to Nokia’s prior written approval;
2.2.4.2 production costs and other costs involved in the preparation and delivery of
Events, venue, hotel expense and travelling cost of Event participants,
audio video and lighting, packaging, labels and cartons, exhibition and
display material, booklets, sales letters, product publicity, exhibition and
other promotion material or services as may be prepared or suggested by
Agency and agreed by Nokia in line with the written approval process;
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2.2.4.3 all costs incurred in the despatch of advertising and publicity material to or
from publishers and other media and other special deliveries incurred in
carrying out Nokia's instructions and safeguarding Nokia's interests
provided that such costs are incurred within limits agreed in line with the
written approval process;
2.2.4.4 any other item agreed between the Parties in writing,
2.3
2.4
In accordance with Subclause 2.2.2, the Agency acknowledges and agrees that it may
only charge any additional cost or fees over and above the Fees in relation to a
particular SOW as stated in Subclauses 2.3.1 to 2.3.3:
2.3.1
If expressly stated in an SOW, the Agency may invoice Nokia for such travel and
hotel expenses of Agency personnel when attending studios and locations and any
other travel and overnight stays at the request of Nokia outside a radius of 50 miles
from Agency’s offices as Nokia has pre-approved in writing. Travel to and from
Nokia's local office as is required in the ordinary course of providing the Services or
Workproduct shall not be charged by Agency to Nokia. The Agency must comply at
all times with the Nokia Travel Policy as it may be adopted from time to time, the
current version is set out in Schedule 6;
2.3.2
If agreed by the parties in writing, the Agency may invoice Nokia for any material
changes to the scope of a particular SOW, if such changes have been specifically
requested by Nokia in writing. In case Nokia wishes to change the scope of an
SOW, the agency will always negotiate in good faith based on the pricing already
associated with the particular SOW in order to agree with Nokia a fair and
reasonable fee in order to accommodate the changes to the SOW in the Fee.
Nokia will not pay for any Agency’s or third party costs associated with any SOW
incurred prior to having ordered any Services or Workproduct under a particular SOW.
In accordance with Subclause 2.2.2 and subject to Clause 2.3, Nokia shall not be
responsible for any costs by the Agency unless stated in the SOW.
2.5
Agency will refund to Nokia the full value of any commissions, rebates, volume
discounts and any other payments or benefits which are granted or accrue to Agency or
Agency’s Affiliates in connection with purchases charged to Nokia.
2.6
In the event that Agency is using a third party to provide any of the Services or any
Work Product under this Agreement then Agency will always obtain at least two (2)
competitive tenders for any such work and one of these must be from Nokia’s existing
preferred agencies where they have been identified. The Agency must seek Nokia’s
prior written approval to the appointment of any such third party. Nokia may waive its
approval right under this Clause 2.6 at its sole discretion.
2.7
Nokia will not pay any additional cost on the third party costs for the product or
services. Third party costs should be a pass thru cost. Agency should provide copy of
these third parts costs at the time of invoice submission.
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2.8
Agency must provide all estimates for work and services to be carried out by third
parties as part of the SOW.
2.9
Nokia will pay the Management fees as per the agreed rate.
3.
Payment
3.1
All sums set out in any Statement of Work under this Agreement are exclusive of VAT,
sales tax and/or other similar recoverable applicable taxes and duties in any location within
the Country and Agency will have the right to add the said taxes by issuing a tax invoice to
Nokia, which will be paid by Nokia. Agency will provide Nokia with the necessary
documentation required to reclaim such taxes and duties from the relevant authorities. All
sums set forth in any Statement of Work are inclusive of any non-recoverable taxes and
duties of any country in the Territory and all such taxes and duties will be borne by Agency
and not be charged by Agency to Nokia.
3.2
Except as provided for in Clause 3.1, all corporate taxes and/or duties imposed by the tax
authorities upon the benefits provided or payment made to Agency pursuant to this
Agreement will be the responsibility of Agency and deductions from payments made
pursuant to this Agreement, including but not limited to withholding taxes, will be made in
accordance with all applicable laws.
3.3
All payments will be made by Nokia within 45 days after receipt of Nokia approved
Agency’s invoice. All invoices must be issued by Agency no later that 1 (one) month after
incurring of the relevant costs. All payments will be made by Nokia by a cheque or bank
transfer to the account of Agency at a bank to be nominated in writing by Agency. The
respective Nokia Affiliates in the location will be responsible for Agency’s invoices. Where
Agency is invoicing Nokia for third party costs and expenses, the original of such third
party’s invoice must accompany Agency’s invoice. In the event that a copy of the original
third party invoice must be retained by Agency for the purpose of tax records the Agency
will provide a photocopy of the original third party invoice. Nokia will at its sole discretion
have the right to audit original third party invoices as requested from time to time.
3.4
Payment by Nokia will be without prejudice to any reclaims or rights which Nokia may have
against Agency and will not constitute any admission by Nokia as to the performance by
Agency of its obligations under this Agreement. Prior to making any such payment, Nokia
will be entitled to make deductions, set-offs or deferments in respect of any disputes or
claims whatsoever with or against Agency.
3.5
Where Agency issues an invoice such invoice must contain:
3.5.1 a reference to this Agreement and the Statement of Work and milestone/phase in
question (if applicable);
3.5.2 the name of the Nokia contact person;
3.5.3 specification of the Services performed and the Work Product delivered (if
applicable);
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3.5.4 a copy of any original estimate obtained by Agency for the relevant part of the work
and or services provided by a third party and a breakdown in the invoice of the part
of the invoice that relates to such original estimate; and
3.5.5 the purchase order number issued by Nokia to the Agency.
4.
Nokia’s Obligations
4.1
Throughout the Term Nokia use all reasonable commercial endeavours in order to make
available appropriately qualified personnel to liaise with Agency and ensure response by
Nokia personnel to any requests by Agency necessary for Agency to perform the Services
and provide the Workproduct in a timely manner.
4.2
Approval Process
Any reference in this Agreement to Nokia's written approval will mean written approval by
directors or employees of Nokia authorised to approve Agency's work.
4.3
For the purposes of this Agreement "written approval" will include approval signified by:
4.3.1 fax on Nokia's headed notepaper bearing the signature of an Authorised Person;
4.3.2 oral approval given by an Authorised Person provided this is in circumstances
where time does not permit written approval and the said oral approval is confirmed
in writing within one working day; or
4.3.3 e-mail sent from the e-mail address of an Authorised Person.
4.4
Agency will, after obtaining Nokia's general written approval of Event / campaign plans,
submit to Nokia for its specific written approval:
4.4.1
copy, layouts, artwork, storyboards and/or scripts; and
4.4.2 estimates or quotations of the cost of the various items of advertising and other
services covered by this Agreement together with terms of payment which, where
appropriate, will include estimates or quotations to cover the costs of obtaining
Intellectual Property Rights.
4.5
Nokia's expressed written approval of copy, layouts or artwork will be Agency's authority to
purchase production materials and (if so required) prepare proofs. Nokia's written approval
of proofs (or the equivalent) will be Agency's authority to publish.
4.6
Nokia's expressed written approval of television, cinema and radio scripts and/or
storyboards with estimates or quotations of the production cost will be Agency's authority to
enter into production contracts and engage performers, and Nokia's written approval of
films and recordings with estimates or quotations of the cost will be Agency's authority to
transmit.
4.7
Agency will advise Nokia immediately of any changes in the estimated cost of items of
Services or any changes in plans, schedules or work in progress previously approved in
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writing by Nokia and agrees to use its reasonable endeavours to mitigate the effects of any
increase in costs that may arise.
5.
Agency’s Obligations
5.1
Agency will perform the Services on a non-exclusive basis, in a timely manner in
accordance with the Service Levels and with all due skill, diligence, prudence and foresight
which would reasonably be expected from a services provider skilled and experienced in
the nature of the Services.
5.2
Agency will use its best efforts to ensure the availability of adequate resources for fulfilling
the Services in accordance with the Service Levels.
5.3
The Parties acknowledge that successful and timely performance of the Services will
require co-operation between Nokia, the Agency and any third parties engaged in
performing the Services. In the event that any timetables need reviewing, the Parties will
mutually agree in writing on the new timetable or on any changes to the scope of the
Services.
5.4
At Nokia’s request, Agency agrees to co-operate with all existing and future suppliers and
contractors of Nokia in the course of providing the Services.
5.5
The Agency will obtain Nokia’s expressed written approval of all Event(s) related activity;
5.6
The Agency will confirm with the Nokia Authorised Person that any required Nokia legal
and brand approval has been received before executing any Event(s) related activity
/campaigns.
5.7
Key Individuals
5.7.1 Agency will procure that the Key Individual(s) named in Schedule 5 are actively
involved in the provision of the Services. Should any Key Individual leave Agency or
wish to be re-assigned to another account, Agency will notify Nokia immediately of
the need to replace the Key Individual and the Parties will meet in good faith in
order to agree a replacement of that Key Individual and commensurate adjustments
to the fee rates. Notwithstanding the above, if, in Nokia’s sole and absolute
discretion, the proposed replacement(s) for one of the Key Individuals set out in
Schedule 5 are unacceptable, Nokia will have the right to terminate this Agreement
on the giving of 1 (one) months’ notice in writing (or following such longer notice
period as Nokia may determine);
Event Management Frame Agreement (03/07 KS)
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5.7.2 Nokia may notify Agency in writing if, in its reasonable opinion, the performance of
any of the Key Individuals or any other employee, subcontractor or agent of Agency
is unsatisfactory. Agency will, at its option, either replace such Key Individual,
employee, subcontractor or agent immediately or remedy the non-performance of
that Key Individual, employee, subcontractor or agent. If after one month from the
date of receipt by Agency of such written notice such unsatisfactory performance
has not been remedied, then Nokia will be entitled to require the replacement of
such Key Individual, employee, subcontractor or agent. Nothing in this Clause will
oblige Agency to do any act or refrain from any act which would be likely to place
Agency in breach of its contractual obligations to any employee, sub-contractor or
agent.
5.8
Conflicts
5.8.1 Agency agrees to be bound by the following conflicts provisions:
5.8.1.1 Agency will not act in the Territory for any client whose advertised brand is
a direct market competitor with Nokia, namely (without limitation) any
manufacturers of mobile handheld devices and/or communication security
systems, any mobile network providers and any computer and video
games manufacturers and any manufacturers of camera or music related
devices and content providers excluding Nokia Corporation or any other
Affiliate of Nokia including but not limited to MOTOROLA, SAMSUNG,
APPLE, LG, LENOVO MOBILE, SONY ERICSSON, PANASONIC,
PHILIPS, BenQ, KONKA, TCL, NEC, ALCATEL (“Competing Client”)
during the term of this Agreement or during any period in respect of which
Agency has been paid by Nokia in lieu of notice in accordance with the
provisions of this Agreement;
5.8.1.2 Further, the Key Individuals will not work for Agency on any Competing
Client account in the Territory for a period of three months from the end of
any period of notice that Agency has worked in accordance with the
provisions of Clause 10.1 or Clause 10.3.4;
5.8.1.3 Alternatively, if Nokia terminates the Agreement in accordance with the
provisions of Clause 10.2 or Clause 10.3, Agency will not act for any
Competing Client in the Territory for a period of six months from the
effective date of termination.
5.9
Record Keeping and Audits
5.9.1 Agency will file all relevant data, files and records of transactions relating to the
Services for a period of five (5) years from the end of the year following each
transaction or completion of a Statement of Work or the time required by relevant
legislation, whichever is longer (the “Retention Period”). Nokia will be entitled to
review and copy such data, files and records at Nokia's written request. Agency will
also file and store all marketing and other material, including but not limited to
samples and printed material, for the Retention Period. At the end of the Retention
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Period Agency will deliver such material to Nokia, unless Nokia otherwise instructs
Agency in writing.
5.9.1
Agency will upon request by Nokia give Nokia access and audit and inspection
rights to all facilities and Agency’s practices and procedures relating to the quality,
security and confidentiality, that may reasonably be required to enable Nokia to
monitor the progress of the Services. Any such monitoring will be without prejudice
to any other rights of Nokia under this Agreement and will not relieve Agency from
any of its obligations under this Agreement, nor will such verification be used by
Agency as evidence of effective control of quality. Agency agrees to correct
immediately any deficiencies found during such audit or inspection.
5.9.2
The reasonable costs associated with any audit will be borne by the Agency and/or
by its Affiliates if the audit reveals that Nokia has been overcharged by the Agency
(or by its Affiliates) in relation to the total spend coverage selected for the audit.
5.10
Clearance Obligations
5.10.1 The Agency represents and warrants that the Work Product does not contain third
party trademarks, third party design-, copy-, or other third party rights, images or
likenesses of any (public or private) persons or reference to other companies
which are not authorized for the use in the Work Product in the target market;
5.10.2 Agency will conduct all required searches of freely available sites to determine
whether proposed names, logos, slogans and straplines infringe any third party
Intellectual Property Rights and notify Nokia of its findings in writing before any
Work Product is finalised. If it is expected that the Work Product is reasonably
likely to be in public use for longer than six (6) months then Agency will request
Nokia to confirm the availability for use of such names, logos, slogans and
straplines in Work Product;
5.10.3 The Agency represents and warrants that the Agency has obtained all licences,
releases and other required approval for the use of third party trademarks, images
or likenesses used in the Work Product and that the Work Product does not
contain any unauthorised third party trademarks, images or likenesses of any
(public or private) persons or references to other companies;
5.10.4 The Agency represents and warrants that the Work Product does not contain
claims that may be considered misleading in the Territory;
5.10.5 The Agency represents and warrants that all Work Product, campaigns, Events
and promotions that it creates, adapts or localises comply with Nokia’s published
values and policies, the Code of Advertising Practice and Code of Sales
Promotion Practice and the relevant ancillary published by the International
Chamber of Commerce in Paris, France. Where such statutory or self regulatory
local minimum standards in domicile of the Agency and all of its Affiliates involved
in the creation of the Work Product are higher than those set out above then these
will be observed in that part of the target markets to which they apply;
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5.10.6 The Agency represents and warrants that the concept of all Work Product,
campaigns, Events and promotions it creates, adapts or localises is legal and
executable in all target markets. Agency warrants that the copy text and visuals of
all Work Product, campaigns, Events and promotions it creates, adapts or
localises is in compliance with the law of all countries in the Territory, unless
otherwise agreed in a Statement of Work;
5.10.7 The Agency represents and warrants that the products are depicted and used
consistent with product specifications provided by Nokia, user manuals of the
product and the warnings and instructions given by Nokia to the Agency, and can
not be interpretated as conflicting with the same.
5.10.8 Nokia’s responsibility for Work Product
5.10.9 Nokia is responsible for the accuracy of technical product information it gives to
the Agency. Such information may be amended by Nokia during the work. Agency
will seek clarification of any information Agency considers or should reasonably
consider unclear or inaccurate;
5.10.10
The performance by Nokia of any check, Acceptance or other
clearance with respect to the contents of any materials delivered to Nokia will not
relieve the Agency of any of its obligations under this Agreement.
5.10.11
The obligations contained in this Clause 5.8 are cumulative, not
exhaustive or alternative, and without prejudice to Agency’s obligations to assign
Intellectual Property Rights in accordance with Clause 7 and Indemnity in
accordance with Clause 7.
5.11
Agency’s Undertakings
5.11.1 Agency represents and warrants that the Services will be rendered and Work
product will be provided with promptness and diligence and will be executed in a
workmanlike manner, in accordance with the practices and high professional
standards used in well-managed operations performing services similar to the
Services (including but not limited to e.g. any advertising standards etc.)
5.11.1 Agency represents and warrants that it will use adequate numbers of qualified
individuals with suitable training, education, experience, and skill to perform the
Services.
5.11.2 Agency represents and warrants that the Services comply with and meet all Service
Levels as set out in this Agreement and the relevant Statement of Work.
5.11.3 Agency warrants that it has the right to enter into this Agreement and perform the
Services under this Agreement, and that the same will not constitute the breach or
violation of any other agreement to which Agency is a party.
5.12 Benchmarking
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5.12.1 Agency and Nokia agree that benchmarking will form part of the management of
this Agreement, with the aim of providing a financial and qualitative comparison
between the Services provided by Agency and Agency’s Affiliates, and similar
services provided by or on behalf of other agency or advertising companies.
5.12.2 Nokia will at its own cost and expense have the right, on an annual basis, to carry
out a financial and qualitative comparison (“Benchmarking Exercise”) between the
Services provided by Agency and Agency’s Affiliates and the costs thereof and
similar services provided by or on behalf of other agencies or advertising
companies.
5.12.3 Nokia will inform Agency of the date of the Benchmarking Exercise giving no less
than 3 (three) working days’ written notice.
5.12.4 Agency and Agency’s Affiliates will provide all assistance reasonably requested by
Nokia to carry out the Benchmarking Exercise as part of the Services. Any
assistance given or services performed by Agency and Agency’s Affiliates in
carrying out the Benchmarking Exercise will not be charged to Nokia or Nokia’s
Affiliates except where it results in a material increase in resources needed by
Agency or Agency’s Affiliates in the form of an increase in third party spend or
additional resources from outside the group of Agency’s or the Agency’s Affiliates
personnel usually working for Nokia or Nokia’s Affiliates and in such an event
Agency and Nokia will meet to discuss a mutually agreeable form of compensation
to Agency.
5.12.5 Agency will implement such corrective action and improvement plans as may be
agreed between the Parties arising from the Benchmarking Exercise.
5.13
Contact Reports
5.13.1 Contact reports providing each Party with a written record of all matters of
substance discussed at meetings or in telephone conversations between the Parties
will be supplied by Agency to Nokia within two (2) working days following the
meeting or conversation. If the subject matter of a contact report is not questioned
by Nokia within two (2) working days of its receipt, it will be taken to be an accurate
record of the meeting or telephone conversation to which it refers.
5.13.2 Agency will produce contact reports recording details of any discussions between
the Agency and Nokia’s existing suppliers and subcontractors on the same basis as
set out above.
5.14
Data Protection
5.14.1 Agency may be given access to Nokia’s or Nokia’s trade customer and end user
personal data (“Personal Data”) on a confidential basis under and subject to the
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terms of this Agreement and Nokia’s applicable privacy guidelines and website
privacy policies, where applicable. The Personal Data and related personally
identifiable information (“PII”) disclosed by Nokia or its service providers to Agency
(and vice versa) will be treated and deemed Nokia’s Confidential Information under
this Agreement, subject to the data protection obligations imposed in this
Agreement and as set out in Schedule 7.
5.14.2 Both Parties undertake to comply with any data protection, privacy or similar laws
anywhere in the world which are applicable to data collected in connection with this
Agreement including the Data Protection Act 1998 ("the Act"), the Privacy and
Electronic Communications (EC Directive) Regulations 2003 and all applicable laws
and regulations relating to the processing of personal data or privacy or any
amendments and re-enactments thereof (the “Data Protection Legislation”), and
will procure that its employees, agents and subcontractors will observe the
provisions of the same.
5.14.3 Both Parties also agree that they will not use the Personal Data for the transmission
of unsolicited “junk mail” or “spam,” or any other unsolicited mass distribution of
information.
5.15
Health and Safety
5.15.1 The Agency must comply with all applicable heath, safety and environmental
legislation which relate to the execution of the Services. The Agency must ensure
that all its employees, subcontractors and third parties do likewise;
5.15.2 The Agency shall, at its own cost, obtain (including but not limited to) all
governmental and/or local consents, permits, approvals, licenses and work permits
necessary for the performance of the Services;
5.15.3 The Agency shall comply with all local laws, regulations and practices when
delivering the Services;
5.15.4 All electrical equipment must comply to current legislation and be certified under the
procedures for portable appliance testing (PAT Testing);
5.15.5 The Agency will ensure that only fully competent and qualifies crew operate
motorized access towers, lifting equipment and motors in relation to Events;
5.15.6 If the Agency as part of the Services provide transportation, the Agency must only
provide transportation that is fully licensed, insured and complies with current
legislation;
5.15.7 Before each Event and in conjunction with the procedures detailed in Schedule 8,
the Agency will undertake a health and safety risk assessment to include fire
relating to the Venue and the Event. If any risks are identified, the Agency will take
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measures to adequately control such risks. If Nokia’s health and safety advisor
requests a copy of the risk assessment, the Agency will comply with this request
and will on all occasions be required to provide in advance a summary of any
particular safety considerations for each Event;
5.15.8 The Agency will ensure that on each Event that the appropriate first aid and safety
equipment is provided and that all of the Agency’s own personnel and
subcontractors are fully briefed on these arrangements;
5.15.9 Where attendees attending an Event are exposed to risk or injury or accident, the
Agency will ensure that the attendees are advised of the risks and receive the
appropriate training prior to their participation;
5.15.10
On an Event which requires the Agency to work in conjunction with many
different authorities, the Agency shall ensure that they undertake this requirement
and provide their full support and Event Management expertise to the authorities
concerned.
6.
Advertising standards
6.1
All advertising and other campaigns or promotions undertaken in connection with the
provision of the Services are to be in accordance with any applicable legal requirements
and with the minimum professional standards ruling each country and, where no such
minimum standards apply, to the standards set out in the Code of Advertising Practice and
Code of Sales Promotion Practice published by the International Chamber of Commerce in
Paris, France. Where such statutory or non-statutory but self-regulatory local minimum
standards are higher than those set out above (such as the British Code of Advertising
Practice, the British Code of Sales Promotion Practice and the TC Code of Advertising
Standards and Practice) then these will be observed in that part of the Territory to which
they apply.
6.2
In order to satisfy the requirements of these codes or any statutory requirements Nokia and
Agency will co-operate with each other in ensuring that suitable objective factual product
and other information is available as required.
6.3
Nokia will inform Agency without delay if Nokia considers that any Work Product submitted
to Nokia by Agency for approval is false or misleading, likely to be defamatory, in breach of
the Intellectual Property Rights of any third party or in any other way contrary to law or to
any applicable code.
7.
Intellectual Property Rights
7.1
Work Product
7.1.1 All Work Product created by Agency for Nokia, whether performed before or after the
Effective Date, is assigned by Agency with all right, title and interest to Nokia. If the
Agency does not have ownership of any part of the Work Product then Agency will
obtain any necessary licenses to give Nokia an unlimited, royalty-free, perpetual,
Event Management Frame Agreement (03/07 KS)
14
exclusive and irrevocable right to use such Work Product unless otherwise expressly
set out in writing by Agency and Nokia in a Statement of Work. Agency
acknowledges that the Work Product is work made for hire and Agency
unconditionally and irrevocably waives all moral rights conferred in relation to all
Work Product in favour of Nokia, its licensees and successors in title.
7.2
Intellectual Property Rights Indemnity
7.2.1 Agency agrees to defend, fully indemnify and hold Nokia and Nokia’s Affiliates
(“Nokia Indemnified Parties”) harmless from any and all claims, suits, actions or
demands (including reasonable legal and investigative costs) asserted against the
Nokia Indemnified Parties, and against all liabilities, costs and expenses incurred by
Nokia arising directly or indirectly from any claim of infringement of any patent, trade
marks, copyright or design or any other Intellectual Property Right which is
attributable to any Service, Work Product or otherwise arising under this Agreement.
7.2.2 Agency will settle at its own expense any claim, demand, suit or action against Nokia
to the extent such claim, demand, suit or action alleges that the Service, Work
Product or the use of such Work Product infringes upon any Intellectual Property
Right of any third party which will be attributable to any Work Product, provided that
Agency will not agree to the settlement of any such claim, demand, action or suit prior
to a final judgement thereon without the prior written consent of Nokia..
7.2.3 If a claim, demand, suit or action alleging infringement is brought or Agency believes
one may be brought, Agency will have the option at its expense to (1) modify the
material to avoid the allegation of infringement or (2) obtain for Nokia at no cost to
Nokia a full paid up, irrevocable and perpetual license to continue using the material
free of any liability or restriction.
7.3
Effecting the rights
7.3.1 The Agent will take any action that jeopardises Nokia's Intellectual Property and other
proprietary rights to any Work Product originated under this Agreement and will upon
request without cost to Nokia promptly do all such things as may be necessary to
formally effect such rights.
8.
Confidentiality
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8.1
Agency agrees to keep and to ensure that its personnel will keep the Confidential
Information, and all other matters arising or coming to its or their attention in connection
with the provision of the Services, secret and confidential and not at any time for any
reason whatsoever to disclose them or permit them to be disclosed to any third party
except as permitted hereunder to enable Agency to carry out its duties and obligations.
Agency will procure that its employees and agents will only have access to any of the
Confidential Information on a need to know basis and will be subject to the same
obligations as Agency and will enter into a suitable non-disclosure agreement in a form
approved by Nokia or, insofar as this is not reasonably practicable, Agency will take all
reasonable steps to ensure that its employees are made aware of and perform such
obligations.
8.2
Agency agrees to treat as secret and confidential and not at any time for any reason to
disclose or permit to be disclosed to any person or persons or otherwise make use of or
permit to be made use of any information relating to Nokia’s technology, technical
processes, business affairs or finances or any such information relating to any Affiliate,
suppliers, or customers of Nokia where knowledge or details of the information is received
pursuant and/or in relation to this Agreement.
8.3
The obligations of confidence referred to in this Clause 8 will not apply to any Confidential
Information or other information which:
8.3.1
is in the possession of and is at the free disposal of Agency or is published or is
otherwise in the public domain prior to the receipt of such Confidential Information
or other information by Agency;
8.3.2
is or becomes publicly available on a non-confidential basis through no fault of
Agency;
8.3.3
is received in good faith by Agency from a third party who, on reasonable enquiry
by Agency claims to have no obligations of confidence to Nokia in respect of it and
who imposes no obligations of confidence upon Agency.
For the purpose of the foregoing exceptions in this Clause 8.3, disclosures which are
specific, e.g. as to engineering and design practices and techniques, products, software,
operating parameters, etc. of Nokia and its affiliates, shall not be deemed to be within the
foregoing exceptions merely because they are embraced by general disclosures which are
in the public domain or in the possession of the Agency or its affiliates. In addition, any
combination of features shall not be deemed to be within the foregoing exceptions merely
because individual features thereof are in the public domain or in the possession of the
Agency or its affiliates, but only if the combination itself and its principle of operation are in
the public domain or in the possession of the Agency or its affiliates
Any Agency employees, consultants or external contractors must not download, copy or
otherwise transfer, electronically or otherwise, any Confidential Information for any
personal use outside of the provision of the Services and Workproduct under this
Agreement.
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8.4
The obligations of the parties under this Clause 8 will survive the expiry or the termination
of this Agreement for whatever reason for a period of three (3) years following expiry or
termination.
8.5
Any Agency employees, consultants or external contractors must not download, copy or
otherwise transfer, electronically or otherwise, any Confidential Information for any
personal use outside of the provision of the Services and Workproduct under this
Agreement.
9.
Liability
9.1
Nokia will be relying upon Agency’s skill, expertise and experience in the area of Event
Management services and also upon the accuracy of all representations or statements
made and the advice given by Agency in connection with the provision of the Services and
the accuracy of any Work Product conceived, originated made or developed by Agency in
connection with the provision of the Services and Workproduct . The Agency hereby
agrees to indemnify Nokia against any loss, damage, costs, legal costs and professional
and other expenses of any nature whatsoever incurred or suffered by Nokia as a result of
(i) such reliance and (ii) any claim by any third part in relation to any Service, Work Product
or any action by the Agent and its affiliates associated with this Agreement.
9.2
Agency further acknowledges that it will have access to highly confidential information
regarding the future plans and direction of Nokia. If Agency discloses such information to
any third party or the public contrary to Nokia’s instructions, Agency will be liable to Nokia
for all resulting consequences and damages.
9.3
Save in the case of Clauses 7.2, 8, 9.1, 9.2 and 10.2 neither Party will be liable to the
other for indirect, special or consequential losses or loss of profit or sales arising
from negligence, breach of contract or otherwise howsoever.
9.4
Agency’s liability to Nokia in contract, tort (including negligence) or otherwise
howsoever is limited in respect of any one claim to the greater of £10,000,000 and
twice the total annual amount payable under this Agreement. Such limitation will not
apply to liabilities arising in relation to Intellectual Property Rights (Clause 7) or
obligations in Clause 8, Clauses 9.1, 9.2 ,Clause 10.2 or so as to exclude or limit
liability for death or personal injury caused by the negligence of the relevant party,
its employees or agents or for fraud.
9.5
To the extent premissable by law, Nokia’s total aggregate liability in contract, tort
(including negligence) or otherwise in relation to this Agreement is limited to amount
paid under this Agreement up to 12 months prior to when the claim has been made.
The limitation does not exclude or limit liability for death or personal injury caused
by the negligence of the relevant party, its employees or agents or for fraud.
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9.6
Without prejudice to its liability to indemnify Nokia, Agency will have in force and
maintain at its own cost such policy or policies of insurance with insurers of repute
as will give Agency (or its sub-contractors) cover in a sum of not less than
£10,000,000 or twice the total annual amount payable under this Agreement
(whichever is the greater), in respect of all of its potential liabilities and obligations
under the provisions of this Agreement. Agency will as requested by Nokia provide
Nokia with all such documentation as is necessary to prove Agency's continuing
compliance with its obligations to insure under this provision.
10.
Term and Termination
10.1
This Agreement will take effect as from the Effective Date, and, except as provided for in
this Clause 10, will continue in force for a term of 1 (one) year (the “Initial Term”). This
Agreement will automatically be renewed for further periods of one (1) year (each a
“Renewal Term”) (the Initial Term and any Renewal Terms are collectively the “Term”)
unless either Party advises the other Party in writing of its intention not to renew this
Agreement at least 30 days prior to the expiration of the Term or any subsequent period.
Neither Party will incur any liability to the other as a result of any non-renewal of this
Agreement. However, this Agreement will remain in effect with respect to any Statement of
Works that have not been properly terminated as permitted under this Agreement.
10.2
Upon any material breach by Agency of any of its duties and obligations under this
Agreement in relation to the provision of the Services and Workproduct, Nokia will have the
right to give written notice of such breach and requiring it to be remedied within 7 (seven)
days, failing which it will have the right to terminate this Agreement forthwith by notice in
writing to Agency and to engage another agency to complete the provision of the Services
and Workproduct. Following any such termination of this Agreement, Agency will indemnify
Nokia against all loss, damage, costs including management and similar costs, expenses
including professional fees and expenses and all other expenditure incurred or suffered by
Nokia as a result of Agency’s breach. This indemnity will survive the termination of this
Agreement. Nokia may elect to terminate a Statement of Work without affecting the validity
of any remaining Statement of Works.
10.3
Either party may terminate this Agreement and/or a relevant Statement of Work
immediately by notice in writing to the other if the other:
10.3.1 commits a contractual breach which in the case of a breach capable of remedy will
not have been remedied within 30 days of the receipt by the other of a written
notice from the innocent party identifying the breach and requiring its remedy;
Event Management Frame Agreement (03/07 KS)
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10.3.2 is unable to pay its debts or enters into compulsory or voluntary liquidation (other
than for the purpose of effecting a reconstruction or amalgamation in such manner
that the company resulting from such reconstruction or amalgamation, if a different
legal entity, will agree to be bound by and assume the obligations of the relevant
party under this Agreement) or compounds with or convenes a meeting of its
creditors or has a receiver or manager or an administrator or judicial manager or
liquidator appointed or ceases for any reason to carry on business or takes or
suffers any similar action which in the opinion of the party giving notice means that
the other may be unable to pay its debts;
10.3.3 if the ownership or control of the other party is materially altered whether by a
change in the ownership of stock or otherwise, except where such alteration results
from an internal reconstruction only of the shareholdings within the party's group
companies, provided always that a competitor of the party seeking to terminate this
Agreement may not own or control the other party; or
10.3.4 At any time, in the case of Nokia giving notice on one (1) months’ prior written
notice, or in the case of Agency giving notice on three (3) months’ prior written
notice.
10.4
Upon the expiry or termination of this Agreement and/or a relevant Statement of Work:
10.4.1 for whatever reason, Agency will deliver up to Nokia all of the Confidential
Information, Work Product, whether finished or unfinished and copies thereof in its
possession, power, custody or control and will do, at Nokia’s expense, all such acts
and things and will execute all such deeds and documents as Nokia’s legal advisers
may require to transfer and assign to Nokia the property and Intellectual Property
Rights in such Confidential Information and Work Product and Agency will not
thereafter utilise or exploit the Confidential Information, or Work Product or any
other Intellectual Property Rights owned by Nokia in any way whatsoever.
10.4.2 for whatever reason, Nokia will deliver up to Agency all documents or materials
belonging to Agency;
10.4.3 Nokia will be under no further obligation to make payment of any monies to Agency
other than in relation to Services and Workproduct and any supplementary services
satisfactorily completed prior to the dated of expiry or termination.
10.5
Termination of this Agreement for whatever reason will not affect the accrued rights of the
parties arising in any way out of this Agreement as at the date of termination and, in
particular but without limitation, the right to recover damages against the other and all
provisions which are expressed to survive this Agreement will remain in force and effect.
11.
Assignment
11.1
Agency will not assign or delegate its rights or obligations under this Agreement without
Nokia’s written consent, such consent not to by unreasonably withheld. Nokia will not
assign or delegate its rights or obligations under this Agreement without Agency’s written
consent, such consent not to by unreasonably withheld save that Nokia will be free to
Event Management Frame Agreement (03/07 KS)
19
assign or delegate its rights and obligations under this Agreement at any time to any
Affiliate of Nokia.
11.2
This Agreement will be binding upon the successors and assigns of the parties thereto and
the name of a party appearing herein will be deemed to include the names of its
successors and assigns provided always that nothing will permit any assignment by either
party except as expressly provided.
12. Applicable law and disputes:
The Agreement shall be governed by and construed in accordance with the laws of India, excluding its choice
of laws provisions.
Any dispute, controversy or claim arising out of or relating to the Agreement, or the breach,
termination or validity thereof shall be finally settled by arbitration in accordance with the
Arbitration Rules of India. The arbitration shall be conducted in New Delhi, India, in the
English language. The award shall be final and binding on the Parties.
Any dispute, controversy or claim arising out of or relating to the Agreement including but not limited
to the possibility or existence of the proceedings, the proceedings themselves, oral
statements made during the course of the proceedings, documents and other information
submitted by the Parties or prepared by the Court or the arbitrators, and the final award shall
be deemed Information under Clause 14.
Nothing in the Agreement shall be deemed to limit the Parties' rights to seek interim injunctive relief
or to enforce an arbitration award in any court of law.
13.
Force majeure
13.1
Neither party will be in breach of this Agreement if there is any total or partial failure of
performance by it of its duties and obligations under this Agreement occasioned by any act
of God, fire, act of government or state, war, civil commotion, insurrection, embargo,
prevention from or hindrance in obtaining any raw materials, energy or other supplies, and
any other reason beyond the control of either party excluding, without limitation, labour
disputes of any kind. If either party is unable to perform its duties and obligations under this
Agreement as a direct result of the effect of one of those reasons, that party will give
written notice to the other of the inability which sets out full details of the reason in
question.
13.2
At Nokia’s discretion the operation of this Agreement may either be suspended during the
period (and only during the period) in which the reason continues or Nokia may terminate
the Agreement with immediate effect at any time during this period. In the latter case Nokia
will only pay for any Services already rendered and Accepted.
13.3
If Nokia does not exercise its rights under Clause 13.2, the party relying upon the force
majeure will give written advice to the other of this fact that the reason for the force majeure
has ceased to exist, . If the reason continues for a period of more than 90 days and
substantially affects the commercial intention of this Agreement, the party not claiming
relief under this Clause 13 will have the right to terminate this Agreement upon giving 30
days’ written notice of such termination to the other party.
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14.
General
14.1
Nothing contained in or relating to this Agreement will or will be deemed to constitute a
partnership or agency relationship between any of the parties and no party will have any
authority to act for or to assume any obligation or responsibility on behalf of any other
party.
14.2
The failure of either Party to require the performance of any term or condition in this
Agreement or the waiver by either Party of any breach of this Agreement will not prevent
subsequent enforcement of such term or condition nor be deemed to be a waiver of a
subsequent breach.
14.3
If one or several of the provisions of this Agreement are or become invalid, the validity of
the remaining provisions will not be affected thereby. The invalid provision will be replaced
by a valid or practical one that achieves to the extent possible the purpose of the invalid or
impractical provision. This Agreement may be translated into other languages, however, in
the event of any conflict, the English language version will prevail.
14.4
This Agreement, including appendices, constitutes the entire agreement between the
Parties and the Parties agree that there are no other representations, warranties or oral
agreements relating to the subject matter of this Agreement. Liability for fraudulent
misrepresentation is not excluded. Statement of Works, amendments and additions to this
Agreement will be valid only by exchange of documents signed by the Parties and
expressly marked as a “Statement of Work”, "Amendment” or “Supplement” to this
Agreement.
14.5
Except where expressly stated otherwise in this Agreement, a person or entity who is not a
Party to this Agreement will have no right to enforce any of its terms whether under the
Contracts (Rights of Third Parties) Act 1999 or otherwise and no Party can declare itself as
a trustee of the rights under it for the benefit of any third party. Notwithstanding the
foregoing, the Parties may rescind or vary this Agreement without the consent of those
persons within a Party’s Group that are given the right of enforcement under this
Agreement.
14.6
Unless expressly approved in writing by both parties, in case of any conflict between the
main body of the Agreement, any Schedule or an SOW, the provisions in the main body of
the Agreement shall prevail.
15.
Press Releases
The text of any press release or other communication to be published by or in the media
concerning the subject matter of this Agreement will require the prior written approval of
each party.
16.
Notices
16.1
Any notice or other document to be given under this Agreement will be in writing and will be
deemed to have been duly given if left at or sent by:
16.1.1 first class post or express or air mail or other fast postal service; or
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21
16.1.2 registered post; or
16.1.3 facsimile or other electronic media to a party at the address or relevant
telecommunications number for such party or such other address as the party may
from time to time designate by written notice to the others.
16.2
All such notices and documents will be in the English language. Any notice or other
document will be deemed to have been received by the addressee two working days
following the date of despatch of the notice or other document by post or, where the notice
or other document is sent by hand or is given by facsimile or other electronic media,
simultaneously with the delivery or transmission. To prove the giving of a notice or other
document it will be sufficient to show that it was despatched.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly
authorised representatives as of the Effective Date.
NOKIA INDIA PVT LTD.
______________________________
______________________________
Name:
Name:
Title:
Title:
Date:
Date:
Place:
Place:
THE AGENCY
______________________________
______________________________
Name:
Name:
Title:
Title:
Date:
Date:
Place:
Place:
Event Management Frame Agreement (03/07 KS)
22
Schedules:
Schedule 1
Affiliated Companies
Schedule 2
Service Level Agreement
Schedule 3
Form of any Statement of Work
Schedule 5
Key Individuals
Schedule 6
Nokia Travel Policy
Schedule 7
Data Protection Schedule
Schedule 8
The Agency’s Risk Assessment Procedures
Schedule 9a Insurance Requirements
Schedule 9b Proof of Public Liability Insurance
Event Management Frame Agreement (03/07 KS)
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SCHEDULE 1
Affiliated Companies
[The Agency to update this Schedule]
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24
SCHEDULE 2
Service Levels
1. The Agency is to acknowledge and agree to work on the event brief within 3 hours of
receipt
2. The Agency will address the complaints within 24 hours.
3. If the Agency does not receive a full written brief from Nokia, the Agency will ensure that
they write an event brief and submit it to Nokia for approval within a maximum 2 working
days after the verbal brief from Nokia
4. The Agency will meet Nokia’s timescale for turnaround of Nokia’s original event brief into a
fully transparent costed concept and proposal revision
5. The Agency will ensure that all proposals and cost estimates submitted to Nokia are
accurate and in accordance with the event brief submitted to the Agency
6. The Agency will ensure full confidentiality from themselves and any other third party
suppliers that are engaged with the event brief
7. The Agency will ensure proactive communication with Nokia during the event preparation
to make sure the event implemented on time
8. Any subcontracted or third party service must have at least two competitive quotes (one
must be from Nokia’s exisiting preferred supplier list if applicable). The Agency must justify
to Nokia the reason(s) for the chosen quotation
9. The Agency will ensure 3rd party service or product quality to fulfill Nokia’s requirement if
the 3rd party service or product provider was selected by the Agency
10. The Agency will ensure that all reporting of Events activity is 100% accurate and that
Management Information requested by Nokia is delivered on time
11. The Agency will ensure that all Events are delivered in accordance with Nokia’s brand
guidelines
12. The Agency will provide the copy of 3rd party invoice to Nokia when requested and make
sure 100% of all invoices submitted by the Agency or the 3rd party suppliers to Nokia will be
accurate
13. After each Event, the Agency will undertake a post Event evaluation meeting internally with
their third party suppliers and with Nokia’s Stakeholder. The outcomes of the post Event
evaluation meeting and any learning will be documented in a report collated by the Agency
and submitted to Nokia. There is no limitation on the report template, but the Agency
should include below information in the post-event report
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1. Cost related
Real cost VS. Cost estimate? Please an attachment to indicate the cost
Show at least two competitive bidding for the 3rd party cost, and show
3rd party cost invoice to Nokia and make sure there is no markup on that
2. Event Achievement
What achieved for the events? Please provide a report if necessary
3. Well done
Which area you did well in this event?
4. Area need to improve
What's the lesson learned for this event?
How will you improve in the future?
5. Approval from Nokia event organizator
14. The Agency will make a concerted effort to reduce costs and demonstrate savings on each
Event
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SCHEDULE 3
Form of Statement of Works
STATEMENT OF WORK
between
INSERT NOKIA LEGAL ENTITY NAME
and
INSERT AGENCY LEGAL ENTITY NAME
under
FRAME AGREEMENT FOR EVENT MANAGEMENT SERVICES
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THIS STATEMENT OF WORK FOR SUPPLEMENTAL WORK (hereinafter referred to as
“Statement of Work” is made between:
INSERT NOKIA LEGAL ENTITY NAME, a Insert type of entity formed under the laws of specify
with its principal place of business at Insert address, including its Affiliates (“Nokia”); and
INSERT AGENCY LEGAL ENTITY NAME, a Insert type of entity formed under the laws of specify
with its principal place of business at Insert address, including its Affiliates (“Agency”).
(Nokia and Agency together the “Parties” and each a “Party”).
1. THE PURPOSE OF THE STATEMENT OF WORK
This Statement of Work is subject to the “Frame Agreement for Event Management Services”
entered into between Nokia and Agency (the “Frame Agreement”).
Agency will provide Nokia with the Services set out in the Description of the Assignment in relation
to define the assignment (the “Assignment”).
2. INTERPRETATION
Capitalised terms not defined in this Statement of Work will have the meaning given to them in the
Frame Agreement.
This Statement of Work, including any Exhibits, is subject to the terms of the Frame Agreement. In
the event of conflict between this Statement of Work and the Frame Agreement, the Frame
Agreement will prevail.
3. DESCRIPTION OF THE ASSIGNMENT
The Services delivered under this Statement of Work are defined in detail in Exhibit 1.
4. DEVELOPMENT AND COMPENSATION
The Services delivered under this Statement of Work will be carried out by Agency according to
the cost estimate and timeplan defined in Exhibit 1.
The Parties agree the maximum fixed cost of the Assignment will be INSERT THE AMOUNT and
this amount will not be exceeded without the prior written approval of Nokia.
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5. BUSINESS CONTACTS
The business contacts related to this Statement of Work are:
Agency
Name: _____________________________
Tel.: _____________________________
Email: ____________________________
Nokia
Name: _____________________________
Tel.: _______________________________
Email: _____________________________
6. INVOICING
All invoices will be sent to the following address:
Nokia _______________
P.O.Box____________
City + postal code
Country
All invoices related to this Assignment will include the following references:

Name of Nokia contact person: __________________________

Cost center: ______________

ION number: _________________

GL account code(s): ________________
7. RELATED DOCUMENTS
The following Exhibits are part of this Statement of Work:
EXHIBIT 1. Description of the Assignment (Project Plan, Timeplan, Cost Estimate approved by
Nokia)
EXHIBIT 2. NDA (Non Disclosure Agreement)
It is hereby expressly agreed that the Non-disclosure Agreement entered into between the
Parties on insert date will remain in force and is applied to this Statement of Work. To the
Event Management Frame Agreement (03/07 KS)
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extent that the terms of the Non-Disclosure Agreement conflict with the terms of Clause 8
of the Frame Agreement the Non-Disclosure Agreement will prevail. The Work Product will
be Nokia confidential Information.
EXHIBIT 3. Restrictions on Agency’s Clearance Obligations
If the Parties agree on any restrictions to Agency’s obligations to clear and check Work
Product for use by Nokia, they are defined in Exhibit 3 “Restrictions on Agency’s Clearance
Obligations”.
8. TERM OF THE STATEMENT OF WORK
This Statement of Work will become effective on INSERT DATE and will remain in effect until the
Assignment is finalised or until this Statement of Work is terminated in accordance with the terms
and conditions of Frame Agreement.
9. NOKIA APPROVALS
This Statement of Work has been approved according to Nokia’s internal approval process:
Level 1. approval: __________________________________
Level 2. approval: __________________________________ (if needed)
Level 3. approval: __________________________________ (if needed)
IN WITNESS WHEREOF, both Parties have caused this Statement of Work to be signed by their
duly authorised representatives in two original copies.
INSERT NOKIA LEGAL ENTITY NAME
By:
By:
Name:
Name:
Title:
Title:
Date:
Date:
INSERT AGENCY LEGAL ENTITY NAME
By:
By:
Name:
Name:
Title:
Title:
Date:
Date:
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EXHIBIT 1. Description of the Assignment (Project Plan, Timeplan, Cost Estimate approved by
Nokia, Fees)
Description of the Assignment
(Project Plan, Time plan, Cost Estimate, Fees to be approved by Nokia)
The Agency will provide event creative & design and event management
service for Nokia within India for below type of events:








Trade shows
Conferences/Seminars
Customer/Partner events
Consumer events
Sponsorship activations
Production launch events
Press conferences
Annual Day
Definition :
• Trade Shows : Externally hosted industry events, if Nokia is participant
• Conferences / Seminars : Externally hosted conferences/seminars
where Nokia will volunteer speakers and set up a stand
• Customer/Partner events : Either business plan briefings to
customers/partners or trips and events paid by Nokia, i.e. Incentive
trips
• Consumer events : Nokia platform consumer events, i.e. road shows,
etc
• Sponsorship activations : Activities/events that support Nokia
sponsored programs i.e. Diving activation
• Production launch events : Launch/PR Events to introduce new
products. Event occurs independently from Trade Show/Customer
events, i.e. New product Launch
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• Press conferences : PR events to media. Event occurs independently
from Product launch events, i.e. Conferences with Media
• Annual Day : Social events and parties organised by company for
employee benefit
Nokia reserve the rights to request for event management service for other
type of events, i.e. internal events and for other geographic area
The event creative & design service including:
 Develop event concept/theme
 Design on the demo setting
The event management service including:
1. Work with Nokia and Nokia’s partner (i.e Nokia PR agency or Nokia
distributor) to develop event stragegy with Nokia branding guideline to
make sure Nokia or it’s partner deliver the expected result to the target
auidences
2. Professional cost management on the 3rd party cost,i.e hotel & travel
booking, premium, stage and AV, etc and make sure no mark up on the
3rd party cost
3. Implement, execute and supervise the event to make sure the event
deliver the result
4. Provide post-event report to Nokia to check real cost vs. cost estimate,
monitor event ROI and for continuous improvement
5. Monitor market information and provide consultancy service to Nokia
6. Provide other services, i.e PR service, internet service if necessary to
Nokia to deliver event result
7. Extended services in organising Celebrity Personnel for Nokia events
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EXHIBIT 2. NDA (Non Disclosure Agreement)
(already sent by the agencies at RFI stage)
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EXHIBIT 3. Restrictions on Agency’s Clearance Obligations
The terms in the Frame Agreement (including in relation to Intellectual Property Rights) will apply
to all Work Product under this Statement of Work.
Pursuant to Clause 5.10 of the Frame Agreement, the Parties agree on the following restrictions
on the use and exploitation by Nokia of its rights under the Frame Agreement in the Work Product.
1. Limitation on a geographical basis
Restrictions will be limited to the following materials (e.g. photos):
______________________________________________________________________________
_______
Use will be limited to the following territories/countries

_____________________

_____________________

_____________________

_____________________
Nokia will have the following option to extend the above territory(ies) to cover certain additional
new territories:
______________________________________________________________________________
___________
2. Limitation in time
Restrictions will be limited to the following materials (e.g. photos):
______________________________________________________________________________
_______
 _______________________ [material type]:___________ [EXPIRATION DATE]
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 _______________________ [material type]:___________ [EXPIRATION DATE]
Nokia will have the option to extend the above time period with the following additional time
periods and conditions:
_____________________________________________________________________________
3. Limitation in media
Restrictions will be limited to the following materials (e.g. photos):
______________________________________________________________________________
_______
Use will be limited to the following media:

Television

Radio

Print

Cinema

Out-of-home

Events

Online

Other (Specify) _____________________
Nokia will have the option to add additional media to the aforesaid as follows:
______________________________________________________________________________
_________
______________________________________________________________________________
_________
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SCHEDULE 4
Key Individuals
[The Agency to update this Schedule]
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SCHEDULE 5
Data Protection Schedule
1.
EU Directive 95/46/EC
Agency understands that Nokia’s ultimate parent company is based in Finland which is a member
of the European Union (the “EU”). As such, certain customer data may be transferred by Nokia to
servers based in Finland or elsewhere in the EU. Certain EU laws governing privacy have
extraterritorial effect such that if privacy data concerning [US citizens/citizens from outside the EU]
is transferred to an EU country, then EU laws govern the use, storage and processing of such data
and as such Nokia must require that its service providers, such as Agency, with access to
customer privacy data, must agree to comply with EU laws and regulations governing privacy data
and handling. As such, Agency agrees that the provisions of EU Directive 95/46/EC (Directive of
the European Parliament and of the Council on the protection of individuals with regard to the
processing of Personal Data and on the free movement of such data) and any amendments to the
Directive (collectively, the “EU Directive”) and relevant national data protection legislation will
apply to the transfer and processing of “Personal Data” (meaning personal data as defined in the
EU Directive, as well as other customer and end-user personal data of which Nokia is the data
controller and which data is transferred to or processed by Agency as part of the Services and
Workproduct provided by Agency to Nokia) under the Agreement, and agrees to comply with such
legislation. Agency agrees to provide Nokia such information reasonably requested by Nokia
regarding processing of Personal Data in order to comply with Nokia’s relevant policies and
procedures and applicable legal requirements.
2.
Safeguards
Agency will have and maintain appropriate and adequate data protection and operational,
managerial, physical and technical safeguarding arrangements to protect the Personal Data
against accidental or unauthorised destruction, loss, alteration, disclosure or access and to enable
Nokia to comply with local laws applicable to Personal Data. Technical safeguards will include
virus protection of the data files containing Personal Data and backup copies of such files. The
Parties will jointly review such arrangements and suggest improvements, where appropriate.
3.
No Rights to Personal Data
Except to the extent necessary for Agency to perform its obligations towards Nokia under the
Agreement and in accordance with the instructions given by Nokia, Agency will have no rights to
Personal Data and will keep Personal Data confidential and will not access or process nor disclose
it or transfer it (neither in part nor in whole) to any third party either during or after the Term.
Agency agrees to return or destroy Personal Data, and any backup copies of Personal Data, at
Nokia’s request. Agency will prohibit its employees and independent contractors from processing
the Personal Data for any purpose other than as expressly permitted by Nokia. Subject to legal
requirements, upon termination or expiration of the Agreement, Agency must delete all Personal
Data from the files and databases maintained and used by Agency as contemplated under the
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Agreement.
4.
Use of third parties in data processing
If the applicable Services require or contemplate that a subcontractor of Agency would process or
receive Personal Data that is subject to data protection and privacy requirements under applicable
law, then Agency will cause the subcontractor to either (i) adopt and certify its compliance with the
principles of the EU Directive, the model clauses provided by the EU Commission or equivalent
framework permitting the transfer of Personal Data to, or the processing of Personal Data by, the
subcontractor under such applicable law; or (ii) require the subcontractor to enter into a data
processing agreement with Agency (or Nokia as agreed by the Parties), which is approved by
Nokia, such approval not to be unreasonably withheld if the terms of such agreement are
consistent with the terms of the Agreement and this Schedule.
In that regard, Agency agrees that if it engages a subcontractor to process Personal Data, then (i)
such engagement will be under a written contract; (ii) the third-party contract will obligate the thirdparty to comply with the same obligations, covenants, representations and warranties applicable to
Agency under the Agreement, this Schedule applicable to Nokia data, and relevant and applicable
local law; and (iii) include such provisions as may be required by Nokia to comply with the then
existing “Nokia Privacy Guidelines”, if any. Agency will remain fully responsible for the
performance of any subcontractor and warrants that the duties and obligations of Agency will bind
its subcontractors.
5.
Right to audit
Nokia will have the right to audit the facilities and processing activities of Agency under this
Schedule to examine the level of protection and security provided for personal data processed
under the Agreement or under this Schedule and the privacy of the individuals to whom such
personal data relates and to assess the compliance of Agency and its subcontractors with this
Schedule. Each Party will bear its own costs for any such audit. Any such possible audit by Nokia
will in no way limit Agency’s or its subcontractors’ obligations and liability under the Agreement or
this Schedule.
6.
Liability
Agency will indemnify, defend and hold harmless the Nokia Indemnified Parties against all
damages, losses, compensation and expenses caused by any act, omission, default or negligence
of Agency or its subcontractors relating to the processing of personal data under this Schedule
and against all related actions, claims, demands and proceedings. Nokia may at any time take
over the defense totally or partly at Agency’s reasonable cost in the event Nokia considers such
actions to be necessary.
7.
Duration of obligations
This Schedule will remain in full force for as long as the Agreement is in force and for such period
after the expiry or termination of the Agreement as is necessary for any relevant activities to be
completed (including, but not limited to, Personal Data or other material transfers to Nokia or
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during the time needed for Personal Data deletion). To the extent that Personal Data is processed
by or for Agency, for whatsoever reason, after the termination or expiration of the Agreement, this
Schedule will continue to apply to such processing for as long as such processing is carried out.
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SCHEDULE 6
The Agency’s Risk Assessment Procedure
[The Agency to update this Schedule]
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SCHEDULE 7
INSURANCE REQUIREMENTS APPENDIX (04/2006 )
To be updated
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