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AGREEMENT RELATING TO THE TASAR ONE DESIGN
CLASS BOAT
AGREEMENT
dated the 16th day of November, 2001
PARTIES:
1.
International Sailing Federation Ltd (ISAF)
2.
World Tasar Class Association (WTCA)
3.
Copyright Holder (Frank Bethwaite)
OPERATIVE
TERMS:
1
Definitions
1.1 "Tasar Class boat" means the Tasar boat built by a Licensed
Builder in accordance with the Manufacturing Specification.
1.2 "Licensed Builder" means a builder authorised by the CH to
build Tasar Class boats or parts in accordance with a License Agreement
issued by the Copyright Holder. “Manufacturing Specification" means
the specifications and drawings which prescribe the one design control of
the Tasar boat, the materials to be used in the construction of Tasar boats
and the method of manufacture. The Copyright Holder is the administrator of
the Trade Mark and copyright.
1.3
Frank Bethwaite is the designer and holder of the copyright to the
design of the boat.
2
The Tasar Class boat shall be accredited with Recognized Status from
the date of this Agreement within the Rules and Regulations of the ISAF, and
shall hold such status unless and until it shall be revoked in accordance
with the Rules and Regulations of the ISAF.
3
Any amendments to or interpretations of the Tasar Class Rules or the
Manufacturing Specification shall be subject to the agreement of the
Copyright Holder and the WTCA.
4
Proposed amendments to the Class Rules shall be submitted to ISAF
only by the WTCA, in accordance with ISAF Regulations for Recognized
Classes.
5 The WTCA shall perform its obligations and administer its affairs in
accordance with the ISAF Regulations for Recognized Classes and acknowledges
that:
(a)
Any amendments to the WTCA Constitution shall be subject to approval
of the ISAF in accordance with ISAF Regulations for Recognized Classes;
(b)
Any amendments to or interpretations of the Tasar Class Rules shall
be subject to approval of the ISAF in accordance with ISAF Regulations for
Recognized Classes.
6 Tasar Class boats shall be manufactured only by Licensed Builders.
The Copyright Holder shall supply the ISAF with copies of the Licence
Agreements of all builders authorised by it to manufacture Tasar Class boats
at the date of this Agreement, or within two months of concluding a Licence
Agreement or renegotiating an existing Licence Agreement.
7 The Copyright Holder shall require in the Licence Agreement that any
Licensed Builder shall:
(a)
Manufacture Tasar Class boats strictly in accordance with the
Manufacturing Specification and with the highest possible degree of
uniformity in every respect;
(b)
Manufacture Tasar Class boats using only Production Tooling as
specified in the Manufacturing Specification, which has been approved in
writing by the Copyright Holder.
(c) Manufacture Tasar Class boats only at suitable manufacturing
facilities which have been approved by the Copyright Holder; and submit to
the Copyright Holder for approval any arrangements for the manufacture by
sub-contractors of any boats or parts covered by the Manufacturing
Specification.
(d) Permit the representatives of each of Copyright holder, ISAF and WTCA
upon reasonable notice and during normal business hours to have free access
to its or any subcontractor’s manufacturing facilities to:
(i) Ensure that all boats or parts have been manufactured in accordance
with the Manufacturing Specification;
(ii) Inspect and measure any Tasar Class boats therein manufactured or in
the course of manufacture and any part thereof.
(e) Reimburse all reasonable travel and subsistence expenses of any
representative authorised by the ISAF and Copyright Holder to conduct an
inspection on behalf of the ISAF, provided that such expenses shall be as
low as practical, should any dispute arise relating to production of boats
in accordance with the Manufacturing Specification or Class Rules.
8 Each of the other Parties acknowledge to the Copyright holder that
the Manufacturing Specification contains information confidential to them
and shall require each of its officers, employees or representatives to whom
it discloses those parts of the Manufacturing Specification which the
Copyright Holder wishes to be confidential to keep this information secret
and confidential, provided that such information is not in the public
domain, and shall not use such information for any purpose other than for
the purpose of this Agreement: provided that none of such parties shall be
under any liability to the Copyright holder in respect of any breach of this
clause as a result of any act or omission of any individual if such party
shall have used its reasonable endeavours and employed all reasonable
precautions to ensure that the provisions of this clause are complied with.
9 The Copyright Holder shall use his best endeavours to ensure adequate
distribution of Tasar Class boats on a worldwide basis.
Subject to the provisions of this Agreement, the Copyright Holder
shall have the exclusive authority over the marketing and distribution of
Tasar Class boats throughout the world, and may make, vary or amend any
contract relating to such marketing and distribution or suspend or cancel
the same, but any change in builder status shall be subject to prior
consultation with the ISAF.
10.1 The Copyright Holder shall pay the ISAF, in respect of each boat
manufactured after January 1, 2002, an initial sum equal to 0.4% of the
builder's selling price of a standard equipped boat less sails as agreed to
by the ISAF. The fee will be reviewed by ISAF in line with UK inflation on a
two-yearly basis.
10.2 This sum shall be paid by the Copyright Holder by purchase from ISAF
of sail numbered plaques to be affixed securely in each boat built, before
delivery from the builders premises. ISAF
shall have the right through its duly appointed agents to cause any audit or
other investigation to be undertaken as may be necessary from time to time
to verify all boats built have a plaque affixed.
10.3
The Plaques shall be supplied by the ISAF to the Copyright holder,
who shall supply them to licensed builders as required.
11 All parties acknowledge that all television and media rights of any
ISAF events in which the Tasar Class boat may be involved are the property
of the ISAF. The WTCA shall be automatically licensed without fee by ISAF to
such television and media rights and proceeds of such rights.
12 Any dispute arising out of or by virtue of this Agreement regarding
the Manufacturing Specification shall be submitted to a single arbitrator to
be appointed in default of agreement by Lloyds Register of Shipping and this
shall be a submission to arbitration under the provisions of the Arbitration
Act 1950 or any re-enactment, modification or extension thereof for the time
being in force.
13 The Agreement shall be construed in accordance with the laws of
England.
14 This Agreement shall continue to be to the benefit of and be binding
upon the parties hereto, their successors and assignees, provided that
parties to this Agreement may not assign rights and obligations under this
Agreement without prior approval of ISAF.
15
This Agreement may be terminated by any of the parties at any time
upon giving to the other parties at least one year's notice in writing or
immediately upon notice of breach or insolvency.
Subject thereto, it shall continue in force so long as Recognized
Status shall be accredited to the Class by the ISAF.
16
In the event of a Licensed Builder wishing to discontinue manufacture
of the Tasar boat, the WTCA and the ISAF shall co-operate with the Copyright
Holder in making the tooling and Manufacturing Specification available to
alternative builders at a reasonable price in order to maintain a supply of
Tasar boats to potential customers.
signed by:
Arve
Sundheim
Richard
Spencer
Frank
Bethwaite
Revised 2001-11-17