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Between Deutsche Zentrale für Tourismus e.V., hereinafter referred to as DZT, represented by xxx, and xxx, hereinafter referred to as the Agency, the following Agreement is negotiated:
- Preamble
DZT – in its capacity as the marketing organisation for Germany as a tourism destination – upholds the objective of enhancing Germany's image as a tourism destination and of increasing the density of travel to and from Germany. For this purpose, DZT maintains centres in the main foreign market-places worldwide, with 30 branches in six regional divisions. As its basic function, DZT analyses & observes the marketplace, combines themed holiday products on a trans-regional basis and markets them by means of comprehensive marketing activities.
DZT appoints the Agency as xx.
The Agency accepts the appointment and assures that it will provide the closest collaboration with DZT.
- Collaboration
2.1 The parties shall practise trust-based collaboration and shall promptly notify each other in the event of any deviations from the agreed procedure or in the event of any doubts as to the correctness of the other party's procedure.
2.2 Should the Agency find that any information and instructions given are incorrect, are incomplete, are equivocal or are impracticable, then it should promptly notify DZT together with an indication of the possible consequences.
2.3 The parties to contract shall provide each other with the names of contact persons (and their deputies) who provide responsible and expert leadership in the exercise of the contractual relationship on behalf of the party to contract by which they have been appointed.
2.4 The parties must promptly notify each other in the event of any change in respect of the persons appointed as described above. Until any such notification is received, the contact persons (and/or their deputies) appointed as described above shall be deemed entitled to issue and to receive statements in the context of the contractual relationship.
2.5 The contact persons shall consult at regular intervals concerning progress (and any impediments) in the execution of the contract, so as to be able to direct the appropriate intervention with the execution of the contract. Unless arranged otherwise, working meetings shall be held in London. Meetings shall be held by joint arrangement at appropriate intervals of time.
- Agency's services
3.1 The Agency is responsible for xx.
3.2 The specific extent of services shall be arranged with the Agency and enshrined – in the form of the order placed – as part and parcel of contract.
3.3 All works and other materials shall be provided in a current digital format which can be utilised immediately.
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3.4 Working meetings shall be placed on record by the Agency in the form of minutes of meetings, whereby such minutes shall be sent to DZT within a reasonable time, for examination and approval. The approval of the correspondingly recorded minutes shall likewise be issued by DZT within a reasonable time.
3.5 In the event of loss of data, all necessary data shall be re-sent free of charge.
- Tasks and obligations
4.1 DZT shall provide the Agency with support in its fulfilment of the services required under contract.
4.2 In particular, DZT shall provide the Agency with such information as is needed for the implementation of the tasks taken on.
4.3 DZT shall examine and approve the services provided within a reasonable timeframe.
4.4 Both partners are under obligation – in the course of processing the project – to consult their e- mails several times each working day and to respond within a reasonable time to enquiries, etc.
- Data protection
DZT's data as handed over to the Agency for purposes of fulfilling the contract must be treated with all due professional care & attention. When data is handed over, this is accompanied by rights over the data only to the extent required for purposes of fulfilling the contract. Furthermore, this applies in particular to the forwarding of data which is needed for purposes of issuing orders to external providers and for other aspects of execution of the project.
- Involvement of third parties
To the extent that any third parties are to work on the Agency's behalf in the fulfilment of substantial portions of the contract, this shall be subject to express approval from DZT.
- Deadlines
7.1 Wherever possible, the parties to contract shall establish deadlines in writing. Deadlines which would place the defaulting party to contract directly responsible for a case of delay as defined by §286, paragraph 2, clauses 1 & 2 of German Civil Code (binding deadlines) must in all cases be established in writing and designated as being binding.
7.2 The Agency will not be held responsible for delays in services arising due to force majeure (e.g. extreme weather conditions, general failures in telecommunications etc.) and circumstances within the sphere of responsibility of DZT (e.g. failure to provide collaboration services promptly; delays caused by responsible third parties). The partners shall promptly notify each other of any delays in services arising due to instances of force majeure.
- Changes to services
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8.1 Should DZT wish to modify the contractually-defined extent of services to be provided by the Agency, then it should indicate this in the form of a written change request.
8.2 After examining the change request, the Agency shall indicate the repercussions of the change request as it affects agreements already made. This indication on the Agency's part should include either a detailed proposal for the implementation of the change request or an explanation of why the change request is not practicable.
8.3. The parties to contract shall promptly consult on the matter of the content of a proposal for the implementation of any change request, and shall attach the outcome of successful consultation to the text of the provision to which the change is applicable.
8.3 If consensus cannot be arrived at, then the original extent of services shall remain in place.
8.4 Any deadlines that are affected by the change process shall, by joint consultation, be redefined taking account of the time taken by the investigation, the time taken in consultation on the change request and furthermore – where applicable – the time taken up by the change requests to be implemented.
- Remuneration and payment
9.1 The Agency's remuneration for its work is indicated in the placed order. All payments are made within 14 days of the presentation of a provable invoice, after service has been provided. Should it be necessary - for objective, project-related reasons - to apply changes to services, then the Agency shall be entitled to reimbursement of no more than the work actually done by that time.
9.2 All expenditures such as travel and overnight accommodation costs, subsistence and third parties' payment claims arising in the course of execution of the contract are deemed covered by the designated remuneration.
9.3 All contractually agreed payments are applicable subject to addition of VAT at the statutory rate.
- Rights
10.1 For the agency services of DZT, the Agency hereby transfers irrevocably and on an indefinite chronological basis all transferable copyright and other authorisations for worldwide publication, duplication and exploitation, in all forms, of the services performed under this contract together with all conceivable legal situations governing drafts and concepts for exclusive utilisation; with particular, but not exclusive, reference to the mode of utilisation described in the Description of services. This is also applicable to the granting of subsidiary rights of utilisation and/or changes to the works including instances where the copyright-holder's consent is not involved. This transfer obligation excludes the Agency's rights over its own planning procedure, software programmes and media procurement methods by which the Agency's specific corporate expertise is characterised. Given the nature of the objective involved, it is not possible to identify a copyright-holder in connection with the works.
10.2 The Agency is responsible for ensuring that all services procured by DZT in the context of this contract are not hampered by copyrights, performance rights or any other third-party rights. Should it not be possible to confirm – in specific cases – the corresponding exoneration from these rights, then DZT should be promptly notified of the situation before the affected projects & activities are conducted.
10.3 In respect of materials furnished by DZT and/or its partners, responsibility for examination of rights of utilisation shall rest with DZT. The Agency shall indicate any perceivable deficiencies.
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10.4 Payment for this transfer of rights/guarantee is deemed covered upon settlement of the respective remuneration.
10.5 Only DZT shall be entitled to obtain national or international protection (for trademark purposes) for works or portions of the same as produced under this contract. The Agency shall support DZT in the registration of trademarks and assures that no third-party rights are consequently infringed.
- Liability
11.1 The approval of the Agency's presentations does not exonerate the Agency from its liability in relation to third parties and in relation to DZT.
11.2 In the event that any activities should infringe the provisions of fair-competition regulations, copyright regulations and specific regulations on advertising and tele services, the Agency should give a written indication of its reservations.
- Confidentiality
12.1 All documents, disclosures of facts and findings handed over to the other party must be utilised exclusively for the purposes of this contract, and must not be made accessible to any third parties if it is not intended for them to be made accessible to third parties or if they are already known to such third parties. Ancillary assistants appointed for the execution of the contractual arrangements – such as freelance workers, subcontractors etc. – do not count as third parties.
12.2 Furthermore, the parties to contract agree to observe confidentiality in respect of the content of this contract and in respect of the knowledge gained in the course of its execution.
12.3 The Agency undertakes to observe secrecy concerning all of the commercial and corporate secrets of DZT that may come to the Agency's notice in the course of its collaboration with DZT. This confidentiality obligation shall continue to apply even after the term of this contract. The Agency is responsible for ensuring that its employees and other agents are bound over to a corresponding confidentiality obligation.
12.4 If requested by either party to contract, the documents which it released, such as strategy papers, briefing documents etc., must be handed back to it after termination of the contractual relationship.
12.5 Press releases, informational brochures etc. in which one party refers to the other party, shall be permissible only by prior consultation, including consultation via e-mail.
- Prevention of competition
The Agency undertakes to refrain from working for any other European bureau or office of foreign trade without prior approval. Approval may not be declined unreasonably.
- Miscellaneous
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14.1 Claims may be assigned only subject to the other party's prior written consent. Consent may not be declined unreasonably.
14.2 No right of retention may be exercised except in connection with counterclaims from the respective contractual relationship.
14.3 On the website of the Agency, or in other media, it may give the name of DZT as a reference client.
14.4 The Agency should indicate, before going ahead with any such steps, any disclosure obligation that may be applicable pursuant to § 24 KSVG (= Social Security regulations for artists).
- Concluding provisions
15.1 All amendments and supplements to provisions of contract must be laid down in writing, for evidentiary purposes. Cancellations must be issued in writing. Messages that are required to be presented in written form may also be communicated by e-mail.
15.2 Should individual provisions of these terms & conditions be or become wholly or partly invalid, then this shall not affect the validity of the other provisions. Rather, in such a case, the parties shall replace the invalid provision by such a valid provision as equates as closely as possible to the financial purpose of the provision that proved invalid. The same shall apply in respect of any loopholes in the negotiated provisions.
15.3 The Agency's terms & conditions shall not be part & parcel of contract.
15.4 The provisions of VOL/B regulations shall apply to any instance which is not covered by a conclusive provision from this Contract.
Frankfurt – where permissible – stand as the place of fulfilment and jurisdiction for both parties.
Frankfurt/Main. Date: New York, date:
Petra Hedorfer _____________________ xxx
Reinhard Werner ____________________ _____________________________
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