Kiri

BOCUSE D’OR EUROPE 20 20 PROVIDER AND MANAGEMENT AGREEMENT THIS PROVIDER AND MANAGEMENT AGREEMENT (this “ Agreement ”) is made and entered into as of ______________ 2019 (the “ Effective Date ”), by and between GL events Exhibitions SA (“ GLEX ”) , a subsidiary of the joint stock company GL Events S.A., having an address of 59 Quai Rambaud 69002 Lyon , France, Trade and Company Register number 380552976 RCS LYON; and ________________________________________, having an address of __ ____________________ (the “ Host ”) . GLEX and the Host are hereinafter collectively referred to as a “ Party ” or the “ Parties .” RECITALS : GLEX is a professional congress organizer which manages and provides services for conferences, events, and conventions, and provides directly ou indirectly materials and equipment for events, conference, and conventions. GLEX is notably the organizer of the BOCUSE D’ OR EUROPE contest which aims to promote and demonstrate the talents of the best C hefs of the moment. It is also the selection event for the European countries that will take part in the Grande Finale of the Bocuse d’Or Contest to be held the following year as part of the SIRHA trade exhibition at the Eurexpo venue - Lyon (France). Moreover, it is a formidable and highly efficient promotional tool for the host city and country. The Host is [ describe ] . The Host answered through a bidding process launched by GLEX in March 2017 , in order to be granted the right to host the BOCUSE D’OR EUROPE 20 20 contest (the “ Contes t ”) in Tallinn ( Estonia ) during ______________ , [description of the event] to be held in Tall in n on ______ of ______ , 20 20 , (the “ Event ”) , to take place in the venue ___________________ , and organized by _________________ (“the Event Organiser ”), In the framewor k of the organization of the Contest , the Host will organize the services stated in Appendix 2, GLEX keeping the coordination of the said Contest. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, GLEX and the Host hereby agree as follows: : UNDERTAKINGS OF THE PARTIES 1.1 - Services The Host commits to : provide directly or indirectly, the services , materials and facilities for the Contest , as stated in Appendi ces 1 and 2 (collectively, the “ Host ’s Services ’ ”) , with the skill, speed and care which GLEX has reason to expect of a reputable firm in the Host ’s field of business. comply with the directives, requests and policies of the Continental Organising Committee of the Contest , whose mission is set forth in part “General Information”, section , 3 of the BID R EQUIREMENTS - BOCUSE D’OR EUROPE 20 20 (Appendix 1 ) , pay the Entrance Fees as set forth in article 4 (FINANCIAL TERMS) below, provide a Guarantee stated by _____________ . And GLEX commits to: manage and coordinate the organization of the Contest; and provide services (“ GLEX ’ S ervices ”) as defined in Appendix 3 , and provide the visibility and services for the Host, as described in Appendix 4 . For the sake of clarity, it is specified that t he Contest shall take place on _____________, 2020 in T allinn ( Estonia ) during the Event . The Host shall work with GLEX based on mutually determined milestone schedules to get certain tasks done by specific time. The milestones will be set and achieved based on mutually agreed sets of tasks and timelines . 1.2 - C osts and expenses Each Party undertakes to provide its S ervices set forth in Appendices 1, 2 and 3 at its sole own expenses and costs, without asking for any indemnification from the other Party . 1. 3 - Authority Each Party shall sign, in its own name, all agreements with suppliers, vendors, and other service providers hired by each of them to perform its respective services. As far as the Host’ s Services are concerned, should the Host intend to enter into contracts with third parties for the supply of Services listed in Appendices 1 and 2 , in order for it to provide such services to its counterparties, the Host acknowledges and undertakes that it will prefer – at the same legal terms and conditions, financial conditions and quality levels of services of other bidders – the companies belonging to the GL Events group as suppliers of such services, it being in any case understood that the suppliers of such services shall be selected on the basis of a competitive and transparent process. 1.4 - Gala Dinner Fees collection : As part of the Host ’ s Services, described in Appendices 1 and 2 , the Host shall organize (food and services included) and manage the reservation aspects for the Gala Dinner , and comply with specifications set forth by GLEX in Appendix 1 but also during the course of this Agreement, to organize this Gala Dinner on the evening of [ insert date]____________ for any participants to and sponsors of the Con t est . The Host shall in particular implement the reservation system and handl e payments in the name and on behalf of GLEX (the “Gala Dinner Fees”) . The Gala Dinner project shall be presented to GLEX by [insert date]____________ a nd approved by the latter before any implementation. This project shall be based o n the proposal made by the Host in its offer enclosed in Appendix XX . For the purposes of collecting t he Gala Dinner Fees , GLEX , at its own expense , shall open a bank account in good time before the Event (“the GLEX B ank A ccount ”). All funds raised by the Host in connection with this Gala Dinner shall be immediately deposited by the Host into the GLEX Bank Account. The Host shall ensure that 100% of the Gala Dinner Fees will be paid by the attendees prior to the beginning of the Event. The Host shall guarante e to GLEX that all attendees have paid the Gala Dinner Fees in their entirety. Except as otherwise required by GLEX, the Host shall at a ll times keep the details of the Gala Dinner Fees invoiced, collected and deposited in to the GLEX Bank Account . The Host shall invoice the attendees and send a copy to GLEX and GLEX invoices the Host in its turn . GLEX will send by the [insert date]____________ to the Host a list of invited people from whom no Gala Dinner Fees shall be collected. RELATIONSHIP BETWEEN GLEX AND THE HOST Notwithstanding anything in this Agreement to the contrary, the Parties are independent contractors, and none of the provisions of this Agreement shall be interpreted or deemed to create any relationship between or among such Parties and the other than that of independent contractors. Nothing contained in this Agreement shall be construed to create a relationship of employer and employee, master and servant, principal and agent, partners, or co-venturers between GLEX and the Host , between the Host and any employee or agent of GLEX, or between GLEX and any employee or agent of the Host . Neither Party shall represent to any third person or entity that it is authorized to enter into any contract for or on behalf of the other Party, and shall not enter into any contract for or on behalf of the other Party or otherwise attempt to bind any Party in any manner whatsoever without this its prior written consent. TERM OF AGREEMENT 3.1- Term . The “ Term ” of this Agreement shall commence upon the Effective Date and shall expire upon the completion of the Parties’ obligations to be rendered in connection with the Contest . 3.2 - Termination . Either Party may terminate this Agreement only in accordance with Article 10 below . FINANCIAL TERMS 4.1 - Financial Risk . Either Party shall provide its Services (as defined in Appendices 1 , 2 and 3 ) at its own risks. No indemnification, profit or loss sharing may be claim ed by either Party. 4.2 - Entrance Fee . In consideration of the right s granted by GLEX to the Host to host and organize the Contest , and to use the Contest’s t rademark as set forth in article 6 (INTELLECTUAL PROPERTY) , the Host shall pay to GLEX an Entrance Fee of € 500 000 ( plus VAT , if applicable) ( five hundred thousand euros) by wire transfer on the GLEX B ank accoun t . It is to be noted that the Entrance Fee has been requested under the terms of GLEX’ s Letter dated ____________ and shall be paid as follows: - € _____________ (plus VAT if applicable) ( ________ euros) no later than ____ ___ ___ ; - € _____________ (plus VAT if applicable) ( ________ euros) no later than ____ ___ ___ ; - € _____________ (plus VAT if applicable) ( ________ euros) no later than ____ ___ ___ . T he bank details of GLEX for the wire transfer are stated below : GL events Exhibitions NATIXIS PARIS (99999) 30, AVENUE PIERRE MENDES France | 75013 PARIS | FRANCE Bank code: 30007 - Branch: 99999 - Account: 04071142000 - Key: 77 IBAN FR 76 3000 7999 9904 0711 4200 077 Swift/ Bic: NATXFRPPXXX SPONSORSHIP The Host shall make its best efforts to assist GLEX in find ing sponsorship in order to contribute towards the prestige, image and organization of the Contest. A specific s ponsoring offer has been drawn up by GLEX for the sponsorship proposed by the Host and is enclosed in Appendix 4 . 5.1- Selection of Sponsors . Any and all sponsor of the Contest, being a public or private entity, shall be approved by GLEX. Accordingly, the Host shall propose the sponsor to GLEX by written notification (the “ Notification ”) with all details needed to enable GLEX to make its decision (sponsor’s details and specifications, sponsor’s contribution, sponsor’s requirements, list of companies/events sponsored by the sponsor, field of activity). The decision to approve/refuse the proposed sponsor shall be taken at GLEX’ entire discretion within fifteen (15) days as from the Notification, without granting any right to the Host and/or the proposed sponsor to claim for indemnification. Such decision shall be notified by GLEX to the sponsor in writing (the “ Approval Notification ”) . 5.2- Sponsor Contribution . In order to be eligible under this Agreement, selected sponsor(s) must sign the sponsorship agreement enclosed in Appendix 5 , within eight (8) days of the receipt of the Approval Notification, and shall make their contribution in cash or in kind (the “ Contribution ”). For the sake of clarity, the Contribution shall also cover any public subsidies granted by any public sponsor. Any Contribution in cash must be made by the Sponsor as follows: 30% (VAT included if applicable) of its contribution at signature of the sponsorship agreement, the remaining amount within sixty (60) days of the signature of the sponsorship agreement and in any case one (1) month before the beginning of the Event. Such Contribution must be paid or provided directly to GLEX on its bank account as reffered to in article 4.2, unless otherwise specified in writing by GLEX. 5.3- Fees to be paid to the Host on Sponsor Contribution . The Host shall be entitled to receive fees from GLEX (the “ Fees ”) calculated upon the Contribution made by the sponsor selected pursuant to clause 5.1-5.2 above, to the extent it has been collected in full by GLEX. Accordingly, GLEX shall keep the Host informed of the Contribution received, and shall, within thirty (30) days after the end of the Event, send to the Host a detailed list of Contribution, in cash or in kind, received in relation to the Contest. For the sake of clarity, GLEX specifies that sponsorship Fees shall only be paid to the Host for s ponsor Contribution collected beyond the Entrance Fees (above 500 000€ plus VAT if applicable). Any s ponsor Contribution collected to pay the Entrance Fees and /or any of the Services offere d by t he Host listed in Appendices 1 and 2 shall not entitle the Host to claim for any sponsor Fees. Morever, any contribution in kind corresponding to the provision of the Host’ s Services (as listed in Appendices 1 and 2 ) shall not entitle the latter to claim for any sponsor Fees. The Fees shall be calculated by portion, on the basis of the Contribution (excluding VAT) collected by GLEX as follows: Sponsor Contribution actually received excl. VAT Fees From €0 to €150,000 7% From € 150,001 to €500,000 10% From €500,001 to €1,000,000 13% Beyond €1,000,001 15% e.g: for a collected Contribution in cash of €200,000 (excl.VAT), the Fees shall be calculated as follows: € 150,000 x 7%= €10,500 € 50,000 x 10%= €5,000 Fees to be paid to the Host = € 15,500 plus VAT if applicable . Accordingly, the Host shall issue a valid invoice (including VAT, if applicable) corresponding to the Fees to be paid by GLEX to the Host, compliant with the formula set forth above. Any Contribution made in kind shall be estimated by GLEX in Euros and converted in Euros at the date of the completion of the Contribution. INTELLECTUAL PROPERTY 6.1 - Representations and Warranties of the Host . T he Host represents and warrants to GLEX that the Event Organi s er is the sole owner of the rights relating to the name , concept , and all other matters in con nection with the Event , including, without limitation, the Event ’s website, pages on social networks, electronic mail system , logos, materials, and other matters . The Host further represents and warrants to GLEX that the Host owns all rights and/or has obtained all the necessary authorizations , notably from [name] , with respect to the technical informatio n , presentations, use of trademarks, logos, presentations, videos, music, and other matters with respect to the Event . N otably, the Host represents and warrants to GLEX it has obtained the authorization to insert in the Event website, a hypertext link towards GLEX’ s website during the Term . No later than thirty (30) days from the Effective Date, the Host shall procure a free license from the Event Organiser to GLEX, to use any and all of the items and matters listed above as may be necessary or helpful, in GLEX’s discretion, to provide the GLEX’ Services. 6.2 - Representations and Warranties of GLEX . GLEX represents and warrants to the Host that it is the exclusive holder or l icensee of the rights relating to the name, concept, and all other matters in connection with the Contest , including, without limitation, the Contest website, electronic mail system, logos, materials, and other matters. GLEX further represents and warrants to the Host that GLEX owns all rights and/or has obtained all the necessary authorizations with respect to the technical information , presentations, use of trademarks, logos, presentations, videos, music, and other matters with respect to the Contest . 6.3 - License . GLEX hereby grants to the Host a free lic e nse to use any and all of the items and matters listed in Section 6.2 above as may be necessary or helpful to provide the Host ’ s services. A ny communication made by the Host including mention about th e Trophy awarded for the Contest , may only and exclusively relate to the T rophy made by Richard ORLINSKI, used for the Contest . The Host formally undertakes not to register either directly or indirectly any intellectual property right relating to the Contest, and particularly any trademark containing the word BOCUSE, for any reason and in any country whatsoever. 6.4 – Events linked and external to the Contest (Bocuse d’Or Europe) . Subject to prior written validation from GLEX (in order to check the project content, its compliance with the Contest’s image and, as the case may be, the sponsors/trademarks to be associated with), t he Host is free to organize events and communication activities, before and during the Contest, related but not directly linked to the Contest, without any limitations ( eg. events similar to “Bocuse d’Or Off ” in TURIN 2018) , in respect of the use of the trade mark . 6.5 - Use of Intellectual Property . Subject to provision s of article 6.3 above , the Parties hereby agree that all intellectual and industrial property rights, including the methods, innovations and know-how, the studies, manufacturing processes, trademarks, and all intellectual property rights that are acquired or created by a Party shall remain the exclusive property of said Party, notwithstanding any rights which may have been granted by one Party to the other Party during the performance of this Agreement. T he Host hereby agrees and warrants that the Event Organi s er agrees that , during the Term of this Agreement and thereafter, GLEX may freely continue to make reference to the Event organized by the Event Organi s er in any materials, written or verbal, for the purposes of GLEX’s in-house, sales, marketing, and institutional communications. CONFIDENTIALITY Each Party shall receive and hold in confidence all proprietary or confidential information of the other Party obtained by it and shall use such information exclusively in connection with the purposes of this Agreement and shall not publish or disclose such information without the written consent of the Party owning such proprietary rights or confidential information, except as required by any applicable law, court of law, or regulatory authority. For the purposes of this article 7 , confidential information shall mean (a) the terms of this Agreement and any amendments hereto, (b) any information concerning the financial or business operations of the Parties, (c) any arbitration award related to this Agreement or any document or information related to such arbitration and ( d ) any other information denoted as confidential from one Party to the other, from and after the time such information is so denoted as confidential . The obligations of this article 7 shall not apply to any information which is in the public domain at the time of receipt or subsequently becomes part of the public domain by publication or otherwise, other than by the default of the receiving Party. The se obligations shall not prevent a Party of invoking an arbitration award vis-à-vis the relevant authority, if necessary to enforce such award against the other Party. INSURANCE 8.1 - The Host ’s Insurances . Without prejudice to its liability to indemnify GLEX or its other obligations under this Agreement or at law, the Host shall take out and maintain with a reputable insurer: employer’s liability insurance for the duration of the Agreement in the minimum of € 3 , 000 , 000 for any one occurrence or series of occurrences arising out of any one event in respect of claims for personal injury to, or the death of, any person under a contract for service or apprenticeship with GLEX or such sub-contractor (as the case may be) and arising out of or in the course of such person's employment; professional indemnity insurance until [insert date] in a minimum to be confirmed at a later stage by the Host f or any one occurrence or series of occurrences arising out of any one event . If the Host fail s to provide evidence of insurance cover which GLEX deems suitable, GLEX shall be entitled to terminate this Agreement immediately upon notice in writing to the Host. any insurances required by the the Event s ite manager . The Host shall immediately inform GLEX in the event that any of the insurances specified above ceases to be available so that GLEX and the Host can discuss means of best protecting the respective positions of each Party in the absence of such insurance. The Host shall produce documentary evidence to GLEX from time to time upon request of evidence that the insurances required are properly maintained. 8.2 - GLEX Insurance . Without prejudice to any indemnities under this Agreement, GLEX shall maintain public l iability insurance and material d amage insurance for the duration of the Contest on-site. 8.3 - Notification of insurable event . The Host is obliged to immediately report the occurre nce of any insurable event during the Term . INDEMNIFICATION 9. 1 – Intellectual Property Indemnification . Within the limit s stated in this Agreement , each Party shall indemnify, defend, and hold the other harmless from and against any and all liabilities, losses, damages, claims, costs, demands or expenses (including but not limited to reasonable attorneys' fees) suffered by the other Party as a result of any claim made by a third party against the said Party based upon the alleged violation and/or infringement of any commitment set forth in this Agreement including notably any alleged violation and/or infringement of the intellectual property rights of such third parties in relation to the said Party’s use of material that the firstmentioned Party has warranted in accordance with Article 6 above . TERMINATION , REMEDIES AND LIABILITY LIMITATION 10.1- Default . A Party shall be in default if it fails to perform any of its obligations under this Agreement and such failure is not cured within thirty (30) days (or within a shorter delay in case the failure causes a considerable and immediate risk to substantially damage the other Party ) after notice from the other Party . Failure to timely ensure and/or provide agreed facilities and/or services which are material for the Contest and/or to comply with any fina ncia l undertakings notably set forth in art. 1 and 4 as well as a failure by the Host to pay any amount due and payable to GLEX in accordance with the terms of this Agreement shall always be considered a s ub s tantial b reach (“ Substantial Breach ”) . 10.2 - Remedies . GLEX Remedies . If GLEX is declared to be in default and such default is material , then , subject to the notice and cure period set forth in article 10 .1 above , the Host may terminate this Agreement upon thirty (30) days’ prior written notice to GLEX . Notwithstanding anything to the contrary and whatever be the case, the Host shall not be entitled to set off or withhold any amount due to GLEX pursuant to this A greement . The Host Remedies . If the Host is declared to be in default , then s ubject to the notice and cu re period set forth in article 10 .1 above , GLEX may : take over the management and performance of the remaining works or the Host ’s other obligations under this Agreement at the Host’s costs ; and/ or if the case may be, to take over the Host’s rights and obligation under its mirror contract with the Event Organi s er in accordance with the specific terms of that contract at the Host’s costs; and/or terminate this Agreement by written notice to the Host . In addition to the aforementioned, one Party shall be entitled to damages (including, without limitation, direct costs, los s of profits and reasonable attorneys’ fees) in relation to the other Party ’s default . GLEX’s rights and remedies set forth in this Agreement shall be cumulative and in addition to any and all other remedies available to it by law. Furthermore, in the event of a Substantial Breach by the Host, GLEX reserves the right to ensure that the national team supported by the Host is disqualified from the Contest . In that case, t he Host shall be fully liable towards GLEX for any claim for indemnification from the national team or/and any of its members. Either Party may terminate the A greement with immediate effect if the other Party is declared bankrupt, enters into composition proceedings or liquidation or otherwise can be assumed to have become insolvent. Regardless of whether or not the A greement is terminated, a P arty shall be compensated for loss suffered as a result of the other P arty's insolvency. 10.3 - Guarantee . The Host shall deliver to GLEX the __________________ as a guarantee of the execution of th is Agreement . Such d ocument shall be annexed to th is Agreement . 10.4 - Liability Limitation . GLEX’ s liability under this Agreement shall be limited to the aggregated amount of the Entrance Fee and actually received Sponsor Contribution. PERSONAL DATA Definition : the « Data Protection Law s » designate all laws, and especially th e French law n°78-17 of January 6th 1978 on information technology, data files and civil liberties , as modified , including also the rules, regulations, decree s , decisions or any other legal obligations concerning the protection and the processing of p ersonal Data , including the Regulation (UE) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) (“GDPR”) from May 25 th 2018. In the context of this Agreement, and in compliance with the Data Protection Law s , the Parties have to carry out the processing of personal data. Each Party is fully and individually responsible of its processing of personal d ata when the purposes and means of such processing are not jointly determined . To this end, each Party, acting as data controller, shall comply with the obligations of data controllers arising from the relevant Data P rotection Law s , includ ing but not limited to: Communicate appropriate legal notices to the data subjects and to collect data subjects’ consent, if necessary, as soon as each Party collects data, communicates with its own means, or transfers data to the other Party, in compliance with the Data Protection Law s . MISCELLANEOUS 1 2 .1 - No Assignment . GLEX shall have the right to assign its rights and/or obligations under this Agreement to an y affiliate (s) of GL events S . A . , i.e: any company belonging to th e GL events group . Except as set forth in the immediately preceding sentence, n either Party may assign any of the rights or obligations of such Party under this Agreement without the express written agreement of the other Party . 1 2 .2 - Notices . Any notice given or required to be given hereunder shall be in writing and shall be delivered via first class, prepaid, certified m ail or via nationally recognized overnight courier with proof of delivery, and shall be delivered to the following addresses: If to GLEX : GL events Exhibitions | 59 , quai Rambaud | 69002 LYON cedex France Attention: Mr. Florent S UPLISSON and M _____________________ . Copy by mail: ____________________________________ If to the Host : Name and Address _______________________________________ Attention: To ___________ Copy by m ail: ____________________________________ Either Party may change its address for notice purposes by delivering fifteen (15) days’ written notice to the other in accordance with the terms of this Section. All notices shall be deemed effective upon receipt or refusal receipt or if returned as undeliverable, provided the same are properly addressed and postage is prepaid. 1 2 .3 - Integration . This Agreement and the appendices attached hereto set forth the entire understanding between the Parties concerning the subject matter hereof and incorporate all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than set forth herein. Each Party agrees that this Agreement is the result of good faith negotiations among the Parties and shall be interpreted as though it were drafted by both Parties. 1 2 .4 - Force Majeure . 1 2 .4.1 If a Force Majeure event delays, hinders, or prevents the performance of any obligation required by a Party, where possible, the time for performance of such obligation shall be extended for the period of the delay, and further provided the delayed Party notifies of such Force Majeure event to the other Party within five (5) day s, or at a shorter delay if occurring two weeks or during the Event after the occurrence of such Force Majeure event. Once the Force Majeure event has ceased, each Party shall resume the performance of this Agreement except provided otherwise throughout this Agreement. If a Force Majeure event occurs during the Event or during the period of up to and including three (3) months before the Event, the Parties shall meet to discuss their ability to resume the performance of this Agreement. If resumption seems impossible to one Party acting reasonably, provision of article 1 2 .4.3 shall apply. 1 2 .4.2 A Force Majeure event shall be defined as a material delay beyond the reasonable control of the delayed Party caused by lock outs, industry wide inability to procure materials, extraordinary restrictive governmental laws or regulations (such as gas rationing), mass riots, war, military power, sabotage, material fire or other material casualty, or an extraordinary and material act of God (such as a tornado or earthquake), pandemic, epidemic, but excludes inadequacy of insurance proceeds, litigation or other disputes, financial inability, lack of suitable financing, or other delays within the Party’s control. 1 2 .4.3 If Force majeure continue s for a consecutive period in excess of fifteen consecutive ( 15 ) day s, either Party shall be free to terminate the Agreement by written notice. As a consequence, each Party shall reimburse the monies collected from the other Party, after deduction of its internal and external costs already incurred or to be incurred and notably any costs which are a consequence of the termination of the Agre ement because of the Force Majeure event . 1 2 .5 – Construction - interpretation . The headings and references used in this Agreement are solely for the convenience of the Parties and shall in no event be interpreted or construed so as to limit or expand the meaning of the provisions of this Agreement. All monetary amounts used herein shall be deemed to mean Euros equivalent in Euros at the date of the operation . Any period expressed in day shall be deemed calculated in calendar days unless otherwise provided in this Agreement. 1 2 .6 - Survival . Each of the following stipulations in this Agreement shall survive the expiratio n o r earlier termination hereof: A rticles 6 (Intellectual Property), 7 (Confidentiality), 9 (Indemnification), 1 2 .2 (Notices), 1 2 .8 (Governing Law), 1 2 .9 ( Dispute Resolution ) . 1 2 .7 - Severability . In the event that any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity illegality or unenforceability shall not affect the validity or enforceability of any other provision hereof. 1 2 .8 - Governing Law . This Agreement shall be construed in accordance with the laws of France , without regard s to its conflict-of-laws or choice-of-laws principles. 1 2 .9 - Dispute s . Any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, shall be finally and exclusively settled by the courts of Lyon . 1 2 .10 - Amendments/Modification . Except as expressly set forth herein, t his Agreement may not be amended, terminated, rescinded, or otherwise modified except by a written instrument executed by both Parties. 1 2 .11 - Counterparts/Facsimiles . This Agreement may be signed in any number of counterparts with the same effect as if the signatures upon any counterpart or upon the same instrument, and all signed counterparts, whether by photocopy or otherwise, shall be deemed to be an original. 1 2 .12 - Authority . Each Party represents and warrants to the other that (a) such Party has the right to enter into this Agreement and that the person(s) signing this Agreement on its behalf has authority to enter into this Agreement and to bind such Party to the terms, covenants and conditions contained herein; and (b) no third-party consents or approvals are required in order for such Party to enter into this Agreement that have not been previously obtained. 1 2 . 1 3 - Appendices . Unless expressly stated to the contrary , the a ppendices stated below shall be an in tegrated part of the Agreement: Appendix 1: Bid Requirements Appendix 2: the Host’s Services Appendix 3: GLEX Services Appendix 4 : Sponsori n g Offer of GLEX Appendix 5: Sponsorship agreement template [SIGNATURES APPEAR ON THE FOLLOWING PAGE] IN WITNESS WHEREOF, GLEX and the Host duly executed this Agreement as of the Effective Date. GL events Exhibitions S.A ., By: Name: Date: The Host : By: _____________ ____________ ______________ Name : _____________________ _____________ _____ Date: _________________ _____________ _________ A PPENDIX 1 BID REQUIREMENTS A PPENDIX 2 The Host’s Services 1.S ummary of the services and facilities to be the contribution of the Host, which are detailed in the BID REQUIREMENTS in Appendix 1. Services and facilities to be provided by the Host A 5 000 m 2 Contest area , for a period of 10 days (set up/ event/ dismantling), adjacent to an event related to the agrofood sector. Water supply (hot and cold water) , power supply adapted to the requireme n ts of the Contest area (1500kW) and internet access (20 mega download / 20 mega upload). Human, Ressources Additional Staff – Workers and students Security (around 20 security guards) , Cleaning andHostesses services (around 8 hostesses) for the Contest Area. (details in the Bid Requirements – Appendix 1 .) Transport and Accomodation Transfers for the teams to bring them from their hotels to the Contest venue. Accomodations for the Participants (i.e. 93 rooms) during the event (3 nights) on a basis of 279 nights. Catering during the C ontest (details in the Bid Requirements – Appendix XX) Gala Dinner: Venue to accommodate between 800 and 1000 people Propose a caterer Managing the construction / furniture rental / audiovisual aspects On-site staff (hostesses, master of ceremony…) Find a thematic linked with the spirit of the Host Country Managing the resevatin / payment Designing & Printing of invitations and menu Managing the table placing / floor plan Artistic performance linked with the thematic (details in the Bid Requirements – Appendix 1 .) A PPENDIX 3 GLEX Services SUMMARY 10 context kitchen cubicles, 1 8 m 2 each, for the candidates Grandstand with a capacity of 1 5 00 to 2000 people Inventory for partner rooms to accommodate at least 300 people Inventory for a back stage area for the candidates, situated behind the contest kitchens Inventory for a second back stage area Inventory for a VIP lounge, approximately 150 m 2 Related audiovisual services GLEX will ensure, at its expense, the transfer of the Participants toward the International T allinn Airport. GLEX will provide the tro phies for the 1 st , 2 nd and 3 rd prizes and the prize money for the 3 winning countries. That is, €1 5 000 for the 1st prize, € 10 000 for the 2nd prize and € 6 000 for the 3 rd prize. GLEX will be responsible for all communication concerning the Contest. DETAILED SPECIFICATIONS: Services to be provided: GLEX shall provide the following Services, at its own expenses : • 10 context kitchen cubicles , 1 8 m 2 each, for the candidates Each kitchen will be equipped with *: 4 stainless steel worktops , 1 GN drawer 1/1, 1000 x 700 x 900 mm 1 refrigerated unit, 3 doors, 1775 x 700 x 900 mm with group, granite top 1 refrigerated unit, 2 doors, 1310 x 700 x 900 mm with group. 1 combined electric oven 4 induction hotplates 1 sink * Non exhaustive list, subject to modifications Grandstand with a capacity of 1 5 00 to 2000 people Corporate boxes (for partners) to accommodate at least 300 people I nstallation of a backstage area for the candidates, situated behind the contest kitchens and comprising : 3 storage area s (3 x 2 0 m 2 ) Tableware storage room (20 m2) Cloakroom for the candidates , commis and coaches (30 m 2 ) Cloakroom for the jury presidents (20 m2) Cloakroom for the students (20 m2) Cloakroom for IOC/COC (30 m2) • installation of a second back stage area , comprising : An organising office (GL events staff) , approximately 5 0 m 2 A catering area for the candidates , jury members , COC and staff, approximately 120 m2 + 24 m 2 for the kitchen A control room, approximately 10 0 m 2 Photographer area (12 m2) Briefing room (200 m2) • A press room (100 m2) situated close to the Contest area • A Chefs lounge , of 250 m2 to 300 m2 TRANSPORTATION GLEX will ensure, at its expense, the transfer of the Participants toward the International T allinn Airport. GALA DINNER: The Host shall provide the following Services, at its own expenses : Proposing emblematic locations to accommodate the Gala Dinner; Finding suitable caterer which can prepare the menue; Propose a general thematic linked with the spirit of the hosting country; Managing the construction / furtinure rental/ audiovisual aspects; the Host shall provide screens and arrange for the broadcast of artistic performances and allocutions on these screens (number of screen to be define according to the set-up) Provide on-site staff (hostesses, master of ceremony...) Managing the reservation aspects for the Gala Dinner: reservation system and handling the payments in the name and on behalf of GL events. The paymanets will be transferred to GL events after the Gala Dinner; Designing & printing of the Invitation card / Menu; Managing the floor plan and table placing, Finding artistic performances linked with the chosen thematic. The entire Gala Dinner project (thematic, catering, performances, constructions/ audiovisual, invitation card, menu card…) should be presented to GLEX and approved by the latter before implementation. A more detailed briefing will be given by GL events in due time. GL EX will cover only the cost of the caterer for the Gala Dinner, such cost to be prior validated by GLEX . PRIZES AND TROPHIES: GLEX will, at its expense, provide the trophies for the 1 st , 2 nd and 3 rd prizes. 1 st prize - Bocuse d' Or 1 trophy « Bocuse d'Or Europe 20 20 » 2 nd prize - Silver Bocuse 1 trophy « Silver Bocuse Europe 20 20 » 3 rd prize - Bronze Bocuse 1 trophy « Bronze Bocuse Europe 20 20 » And the prizes associated with the 1 st , 2 nd and 3 rd places. 1 st prize - Bocuse d' Or €1 5 000 2 nd prize - Silver Bocuse € 10 000 3 rd prize - Bronze Bocuse €6 000 PROMOTION GLEX will, at its expense, be responsible for its part of the communication concerning the Contest. Miscellaneous The graphic Charter of the Contest. GLEX will be in charge of the official Website of the Bocuse d’Or Europe 2020. GLEX will coordinate the Contest by appointing a Project Director which shall be supporting the Host in organising the Contest . A PPENDIX 4 Sponsorship offer drawn up by GLEX [to be provided] APPENDIX 5 Sponsorship agreement template [to be provided] Lp.Eesti Vabariigi peaminister hr Jüri Ratas Lp.Tallinna linnapea hr Mihhail Kõlvart Lp.välisminister hr Urmas Reinsalu Lp.majandus- ja kommunikatsiooniminister hr Taavi Aas Lp.kultuuriminister hr Tõnis Lukas Lp.maaeluminister hr Mart Järvik Lp.EAS juhatuse esimees hr Alo Ivask Lp.EAS turismiarenduskeskuse director hr Margus Sameli TAOTLUS 17. juuni 2019 Eesti on valitud pärast aastate pikkust tööd maailma kõige mastaapsema ja mainekama kokandusvõistluse Bocuse d’Or korraldajamaaks Euroopa võistlusele 2020. aastaks. Võistlust nimetatakse ulatuse, mõju ja kõrge taseme poolest ka kokkade olümpiaks. Üritus toob kokku toiduvaldkonda olulised suunajad kogu maailmast: alustades kokkadest, aga jätkates toidutootjate, tarnijate, toiduturismi- ja poliitika kujundajate, majutus- ja meelelahutusvaldkonna eestvedajate, toidu- ja HORECA sektori tegijate, toidublogijate ja turundajateni välja. Olgu toodud näiteks, et Rootsi Bocuse d’Or patroon on prints Carl Philip. Ka Eestit on suursündmusel esindanud kõrgetasemelised riigiesindajad (maaeluminister, EASi delegatsioon jne). V.liskülaliste arv on Eestis toimuval sündmusel minimaalselt 3000 inimest ja kogu üritust külastab varasematele võistlustele tuginedes ca 7000 inimest. Enamik viibib Tallinnas kolm päeva. Üritus toimub Saku suurhallis ja sündmuse formaadi kohaselt tuleb samal ajal korraldada ka esinduslik toidumess, mis annab võimaluse Eesti toidutootjate, sh väiketootjate esitlemiseks (Toidumessi kaaskorraldaja on Profexpo). Eestis toimub 2020. aasta juunis Euroopa võistlusvoor, kuhu sõidavad 20 Euroopa riigi meeskonnad. Nad on tipprestoranide kokad, kelle tegevust jälgivad sajad tuhanded inimesed. Koos peakorraldaja enda kanalite ja meedia kaudu jõuab info miljoniteni (toodetakse live-poduktsioon; kohapeal on 200 välisajakirjanikku). Tegemist on suurt publikut kaasava sündmusega, mis otseselt mõjutab riikide tuntust toidukultuuri alal. Korraldusõigus antakse riigile või (olenevalt riigi suurusest) regioonile. Eelmisel korral toimus võistlus Itaalias ja seal oli näiteks peamiseks eestvedajaks Torino linn ja Piemonte maakond. Eesti puhul on ainuvõimalik koostöömudel riigi ja linna vahel. Seega, taotleb MTÜ Eesti Kulinaaria Instituut, kes on seni töötanud korraldusõiguse saamise nimel oma vahenditest: • Riigi vahendeid EAS’i turismisarenduskeskuse kaudu: 500 000 + km otse Bocuse d’Or peakorraldajale Prantsusmaal litsentsiõiguste katteks. Leping on lisatud käesolevale taotlusele ja sellele oodatakse esimesel võimalusel (juuni jooksul) kinnitust ja maksegraafikut. Maksed saavad olla kolmes jaoks jaotatuna nii 2019. kui ka 2020. aasta I kvartali sisse. Peakorraldaja kontakt: hr.Florent Suplisson, [email protected] • Lisaks litsentsiõigusele, võtab MTÜ Eesti Kulinaaria Instituut kohustuse viia ellu tehniline ettevalmistus, sündmuse kohapeale korraldus, eel-turundus ning riigi toiduturismi edendavate osapooltega tihe koostöö Eesti kui puhta looduse ja kõrge kulinaarse toidukultuuriga (sh toidutoodetega) sihtriigi kommunikatsiooni elluviimisel. Isegi kui loobuda toidukultuuri eri-aasta programmist (mis eelarves on ka eraldi välja toodud), mis oleks nii kohalikule kui Eesti turismi sihtriikide (Soome, Rootsi, Taani, Norra, Venemaa, Baltikum) publikule tõstnud toidu teema koos kaasuvate teiste toidusündmustega fookusesse, siis Bocuse d’Or korralduse minimaalne teostatav eelarve on 1,7 miljonit eurot (+km). Seega taotleb MTÜ Eesti Kulinaaria Instituut riigi ja linna koostöös sündmuse edukaks läbi viimiseks 500 000 eurot (+km) ning tagab, et puuduolev 0,7 miljonit eurot kaetakse erasektori, vabatahtlike, annetuste ja omatulu kaudu. Kulutused teostatakse etappide kaupa 2019-2020 aastate jooksul, seega MTÜle väljamaksed saavad samuti jaguneda kahe eelarve aasta (2019 ja 2020) peale. Siiras lootuses, et antud summa on võimalik katta koostöös Tallinna linna, Maaeluministeeriumi, Kultuuriministeeriumi, Majandus- ja kommunikatsiooniministeeriumi ja EAS’i vahenditest kahe aasta jooksul. Praxise arvutuste kohaselt toob antud projekti rahalise sissemakse tegemine 1 miljoni euro ulatuses majandusliku mõju 1,5 miljonit eurot. Seoses sellega, et Bocuse d’Or Europe 2020 Tallinnas toimuva rahvusvahelise võistluse kuupäevade väljakuulutamine peab toimuma juuni 2019 jooksul – tuleb ka Eesti poolel litsentsileping allkirjastada esimesel võimalusel, kuid mitte hiljem kui 30. juuni 2019. Selle eeldus on Eesti riigi ja Tallinna linna rahastusostus ja kinnitus sellele. Oleme väga tänulikud senisele heale koostööle. Projekti on püütud Eestisse saada juba 2011. aastast ning käesoleva võidutaotluse esitas Eesti Kulinaaria Instituut MTÜ kooskõlastatuna maaeluministeeriumi, majandus- ja kommunikatsiooniministeeriumi, EAS’i ja peaministribürooga 2017. aastal. Korraldajamaa võiduotsuse (kandideeris veel kolm riiki) tegi peakorraldaja Prantsusmaal avalikuks käesoleva aasta jaanuaris. Lugupidamisega Dimitri Demjanov Bocuse d’Or Europe 2020 president [email protected] +372 50 94 264 Allkirjastatud digitaalselt