BRITfSH·AErIERICAN TOBACCO COMPANY LIMITED IEGTii Is DtcFmbtr 1991 DEFT, 18DECB92 FACSMIII~ Mr E jordan Jordan Grmd Prix Silverstone Dear Eddie, Bssirnment laSASOI I am author'sed by Blown de Williamson Tobacco Corporation to request you to offer to SASOI a deal about the 8ARC1AY space on the Jordan cars for the 1993 season, B~Co also has first option on the title sponsorship for the 1994 season which we request you to bring to SASOl's attention and which we are prepared to trade. SASOL has told me it has a contract with you through the 1994 season, please offer to SASOt le BARCIAY space on the jordan cars and the 1994 title sponsorship option n'ghb for flf21 miltion, We ernphasise again that it is the sport, not your team, which cannot deliver the brand's awareness objectives bat BAT is also getting increasingly concerned about be diminishing number of formula One race trae)o where the BARCLAY name can be placed on the side of the car, We think this could be forbidden in at least five races in 1993, What is your opinionl We would appreciate a reply before Christmas. Best wishes, WBd3n* IC RACKING cc: Mr I Rcmbiszewski Mr T E Whitehair bcc: Mr I D Macdonald Mr R GFhn Mr C A Borloz Mr i F M Morgan Mr M Hcndershot Ms P Casingena / Mr D Ddm Rlco~rrlr~ ~llllllns~ K~UnlIClftN SnlarrTWIBIDY Flr OiBl~lidU~ Tt~rrl;llly~urrolF TnrrHoNr O;BS(60 JOO n ulual ,r ,nl Iln I~nu~~llrl Cnhlr IHcplal~~ln lw Loan~H k~~lH:~ L~ BA'fCo document for legal Senrices : Health Canada l8 May 1999 _ · 14112102 18:30 8327-858210 JO~b~191 PP~ 81 ~sl Jonp~ eNto ma uunm SllvrsslOHI NORTYIM~IUNSRIRF .II H 12 I T ~ IOII yhl l9TywTlow dr U~t tu~xn~c! TEL:D32r 151115 flX:OJ~I 8siiin re(W law ~BIi~t~rPB oats · ii ~sc~a~ 1991 yoyhi PMES 1 ew_awolwG fN_~_RI~)~~ i opoko to 9119 thilr eoming to clarify Ma position in rrangs, we an tasting at paul Ricpd On friday, SdfUrdby a~d Sunday of this ~t~k and given the current uncertainty t~ere do hot want the cars impounded or you to be fined if that is the present position, nun sought dBv~l~ froa Paul.;inghan and ha hho i~ca~a~ndod that a EWBC-UD, ~e6ordinpll, unlsu advilsd 9tho~leo~bj BXT, ue will u# tP8 alibi-branding whieh we have uaad pravibully in Btit~n and caraeny, ~f your iofoswhtlon, wCA'a p0uiticn on thd illturo0l Ma FRncn grand Prix L Mat they had ne option but to remove it irom tba 1993 calendar last weak but Mar it will be ro-~netatod once the raal,ization that Renault, h'oat, etc will Mt be Mrfo3min4 on hone ground ii the legialaDora doPOF OBt their act: together which, apparently, they will do, Seat rogard~ O,r L6hC~"d" ~··' ik6/Faha /C~llor jN, yluna llv rci'lu nni b~ rh R~OI ~, T~REP~FflCE1~ ST SbVIOUR!S WHII~ MI11SI, LONDON S11181 /r ~i~lY R~GIS'EAEO In EHGLIND ly;y~ NO 2411588 Ylf hO: 111 01111 J8 BATCo document for Legal Services : Health Canada 18 May 1999 BRITISH·AMERICAPr TOBACCO COMPANY LIMITED 25 November 1992 ~. Mr ElorQn Jordan Grand Pr'x timitcd Silverstone Northamptonshire NN12 gTI Dear Eddie, BARCLAr limmi is ~vellifig. We note the contents of your November 18th later and that you have made SASOI aware of our aish to aJJign the BARCIAY space in 1993, Under strict confidentiality we intend to tane to SASOI directly, Yours sincerely, 1G BACKMG e,c, Mt JRanbi~acws~ b,c,c, Mr P C Clarke Is~nsRa~ Mr TE Whitchair Mr N W KremM RrdPOrnel Musdnl KH~WLICltlH StrsltWIIIDY Fax 07114151000 T~~~xltlB~llantr0lC hurnpr~ Oldl UO 100 A wlulll or Inl Mf Iwaultllll CLPU) IACIIIIDII110 lu LOllpOu NO 119;( C~J BAtCo document for Legal Senices : Health Canada l8 May 1999 iEi1!!92 17:58 8327-8582!0 JO~DP~191 8327-858210 Pet~ BZ ~w~ snmo ran uunrI SIIVERSTON~ NORTHIUPTONSHIRE Mr Jiemi Ilemiiseewal. N N t 2 11 T J BAT T~L:IJ11 15t153 Millbaak · FIX:0321 151110 snowie Green Staines TW1B lW is HW88bd11992 pear Jimoi I thoroughly snjoyed our game last Friday and hope we can pig spain a~ps time, I note with eonwm your repeated wish to cancel the contract nhiCh jordan Grand prim has with Brown C.WSlliea~eonl I would therefore like to Illska the following observations, 1 Jordan Grand ~lr has a valid M-goinp ecntract vfth Brpvn C Yilli~as for t~s 1992 Championship aeason just ended and thm 1993 season with an option to ertand the agreement until the.end~ of the 1996 season, r as pleased to say the agreement has worked ~aoathlp. and thate.has been a happy rslstionahip bstvoeo tha pattisp thrcughput 1992, jd;dan Grand Prir has fulfilled all its obligations under the terms of the agreement, 2 The agreement was negotiated on a medium to long term basis oirra it was oi·igiFnllg envbaged that IUT would oontinucl its involweent Mrough the erarcise of its options until the end of the 1996 Qlsogion~hip, ComraitnentJ were made by both parties on the bads of this understanding, You say that gAT wiahee to charge its marketing strategy concerning the Barolay brand, This pi eourse you say do and I set out below p~pe.sup~estione as to how we Pay.help in thit regard, trowever, of course this change in strategy would not affect the validity of t~e on-going agreement which will continue to eolP~t both aAT and Jordan Grand Prir, 3 In order to assist you and at your request we have approached Sasol with a view to enlarging their involvement in Jordan Grand Prix, They have declined, r must emphasis the fact however that Jordan Grand Pdx nea created its REGIS~IREO O~FICE ii ST 5AVI0UR'E WHARF CI11 ST. LONOOH P1 1BA R~GIS~fRE(I IN ~NGLbNO 1 0 II I t 5 5 e I~ ~dl WO: 511 0111 111 BAtCo document for Legal Services : Hearth Canada 18 May 1999 18111/92 11:58 8327·858118 JC~mP~IISI BS/-?S~a~B PPIG 83 wamssciai pPlicl on a multi;spcnsos n~stioasnlp, Jordan gand Prir has worked hard to establish its iaage for the benefit Pi WM the coiepany and its sponsors, it is Mt Eo~e~r policy nor would it be in the company's interest to rely on only one' sponsor since this would only increase the vulnerability of the coepany, I jdtisn grend Prir was apptoa~ned earlier this year by other potential opMPote including another tobacco eolppeny and we advised BAT of these contacts, as you knew, Bowever since we had an on·goi~ contract with Brown E Wilibnson we declined tneotiora, i ae aware that the rival tobacco company are now negotiating a thiee year contract with ar~othat teas, since the first race of 1993 is just ii weeks away I cannot see that Jordan Grand Prlr can change its direction or strategy without considerable inconvenience to all concerned, 5 All our corporate identity for cars, trucks, clothing, notepaper etc is in place and cannot be changed without a cwuidssbb apount of oxp6pse which we would not cover, 6 A possible solution for B~~'s.prooPnt ·diiiicultiu is for BAT to· introduce to us a rsplacement sponsor on the basis pi course that the saaa aaount of money will be available for 1993 and that there w~r~be a fire drziplum cr~itment to 1991, This replacslPen~ sponsor Pust hot conflict with the imaOe and D62lo~oghy of Jordan grand Prix and suat be fully acceptable to the teas, 1 h further suggestion would be ~that BAT changes the pt~duet ns~pe to suit its own earkating objectives, In other words the Barelay product is substituted by another BAT brand providing of aolrpo that all costs incurred are covered and that it is with Brown a Willia~Pson'e approval. 8 In considering ei~aE of t~esa alternatives I need to cake tha following additional pints I (II Ba II Mt atm~ to lesir I~s rlphts upder Iha agraeeent without Jordan grand Prix! written consent, j( (b) There La an cbligstlcn to aaintain oonddentiality, accordingly the ne9otfati~Fs concerning a possible change of sponsor or hrd n~uae need to he kept confidential, ~ny hint ·in the press or elsewhere of any ~problem muld ha sPriawljl naniul to Ma team's LPa~e st a crucial fiaa, (e) if you wish to discuss ths question of your cantlnuinp ihM1WDBlnt with MY Of our Uilfine sponsors then any such discussion nnat be conducted.thrPugh myself in writing, ,,,,/ BATCo document for legal Services : Health Canada 18 May 1999 18111/92 17:58 8327-853218 Jt~AwlS1 8~5~7-858218 Pn[iE 84 9 in particular, I must stress the fact that Jordan Grand Prir will not aCCePt the situation where ~uT off-loads its obligations and privileges under the agrss~ont to a third party for a reduced amount of noneyl This would depreciate the value of Formula i in General and the team in particular, 10 saving wade the ~bo~ paints,.l have noted pui undertakings given to me during our various meetings that BaT and BTovn E Yilliamson will fulfil their contractual obligations In the event that a reglaeement sponsor cannot .be fwnd~ II fat ~a·md thi8 letter Ea M ~ti~iltiC Mt~~ IP Ipits 0~ the technical problems that we encountered during the 1992 season i do believe that Jordan grand Prir out·porionoed its obligations in all aapects away fro~~the race track, Presentation and eorale never wained and inlded at ttue last gasp the teas even eanaged to eEora I pint, This says a lot about ry caepurl: we an winners not ~uittore, I can give you q personal assurance that you will he proud acid satisfied to be associated with us in the coPing season if you are unable to provide tt~a team with an alternative sPnsor. WI have just concluded the first two days of tooting with our new engine and'everyone is ertremslg pleased with the results and very positive for our tuture prospects ~ i hew confirmed With Bernie Icelesto~8 that he will be plaased to asst with you Po discuss Porsula 1 motori raoing in general and t~e benefits to BAT of continuing participation, in particular, He would also be nappy to discuss trackdde signage for both cars and aotofepcle erenti, Perhaps you could let oe know some dates which will be convenient for you and I will fk an appointment. Ihy I please have your reaponeo and your understanding of the shove by return, Belt regards, yours BATCo document for Legal Services : Health Canada 18 May 1999 18111/92 17:SE 8327·858218 J[WIP~1S1 83Tt-B5BtlB Pnri 85 l~iF~3·e Is~di~wso~obus~la Y ·kd·i- rOaadRI~IWl~ilulll~~l#XI B; 1-, , 3·; n Novombct 1992 I~ 14i~sw NNIZ ~n PnNe~o~~na~lio ji; _ P~r%a ~rm~ yw very ~Eb kl b L Of L~C Wj~ ~E( ~I S~d in 1993. ·· I ~el~e In~p~ 399 '~ii~oot rvail ilrclf of thB mwll~d o[ia, We f~el 35999 199 tPr a late~hovn in ~pl md gMd lucl: for the 1999 seuon, ~Pdnsld~ :! · ·:e · .~P~ ": ·:ih.t'Hj '.'' I I ·,·. ·, ,.,, ~ ~a 111 : · G P ·: · LJ ' "'"` '' ' """ '" ' " CIJ rV n V1 LJ BATCo document for LegalSelvices : Hea~th Canada 18 May 1999 13LhUJ 61~3 3· B XIlIII II I I SILVtRQTOHI HORTHAMP~OHIHIRE H 11 2 1 T J Jimmi 3embiszewski ~fl:I121 II11I1 aAT flX: 1321151120 Millhank T~LIC hlln EIMI JC mowle Green Staiass TV1B IDY 1C October 1991 Gear Jimmi Following our teeting yesterday I would like to confirs my understanding of the situation, aA'I would like to withdraw from our agreement for 1993 due to the tact that it cannot secure additional packages in the Fornulll 1 environment to support its sponsorship of a ten. however B\~ recognizes that it has a binding contract with Jordan Grand Prix, I understand lour rationale and eari~ant to honour the mntw3t if no alternative sponsor can be found. Jordan Grand Prix will give its assistance to all efforts to find a replacement sponsor on the understanding that any replacement must he acceptable and not conflict in anyway with any of Jordan Grand Prir' existing sponsors and that 36P will receive the full contracted figure for the 1993 season and the terms of any now agreement Ire the same as those contained in the existing agreement between JGP and Brown E Williarson, Is I said yesterday, I believe that a teeting between you end Bernle tcclestone would be constructive for you to get a first hand understanding of the direction of both rbnula 1 and motorcycles over the next five years and for you to Bxplaln to him why such a major international capanl like PI? feels tha- it is unable to participate In`one of the world's largast televised sporting programmes, Finally, I look forward to taking you to the cleaners at Sunningdale on November 13! Can we say provisionally at 10al, Best regards, You~~~cr8, P fddie ~ordan·nj RtGISTfRED O~IICE Lf:' 27eHINCERYLAnE Q BATCo document for Legal Ssnkss : Health Canada 13 May 1999 kC t· Q ·mp~nlur ouao asu~ urnl ~~ Ib Oaabcr 1992 ~~~ P~CS~MILE Mosrs, TE Whitehoir IO Ulcdoldd RIMi]let Gentlemen, Madfr with eddk Jordan timmi and I had I dvlkd discussion with him yesterday, ]irnmi told bim that after considerable thought BAT bad decided that Fo~h One racing eald lot do the jcb needed for BARCIAY now. A cndl point was the lack traek signage to pin awareness. Edde offered Iirnrni 1 meeting dib Bernie Eeclestone, i Lope that on happen bslPr~ properly briefed by Bn, 1 might help to aeeure better track dplge for LUCKY Sf~gE beelllt our need in Formula One now is ii We told Eddie that we wanted to assign oat pta 0 the ears i 1993. The carrot for an crbCng or new sponsor is title sponsorship i 1994. He is in Japan and Australia now for 3 wCe~L He will talk to sAsot, a bad been contacted by m alrody and he ~n talk to them. GaI[ahers had approached him lad we in contact tbem and some others. We told bim that we would honour the eontraet because we are BA'f but Edde knows that a very unhappy sponsor i 1993 would be unfortunate 1 will let everybody know be outcome ofn$afConr Bed wisbes, I~ ec hlessrs. C A Bodoz beE Mr D E Salt EHlhn Mr I Mossmln IFY Y6rplP MID Bacon OGnrbeet Mr P Clarte · U P FenR Ms P Cldn(ol ]K Booth BW16nes ar(;;lOrrlcr MR~I~Y KHOw~G~IH S~~nTwlllDY Fnl Oil~lli000 Tn~:~J~ll~rrolC T~nHort O11( 1(O (00 ~ *Illr nr llT ~lanl! Clur CclRun~ · ~lrllo Pn( W BATCo document for Leg~ Services : Health Canada 18 May 1999 ~ qr,·ihy-~,r 3, /9~ BBITISH~AUEIICAm TOBACCO COblPANY IIWlfeD UIulylg92 FACSIhlllE Mn~a, M Alp~i I~ Sdec B S Oaegl I r Y Uppll BAT Benelun P YIYI STC MPfal STOY FGJld BAT Ildola~ S ]UrgeRs BAT HUnElrY R 1 IaneS HOYB·K~IO Il Weal nbaakP Blleal P OXleflelD Crime CMLrbleor MWlt~dd Cipaa Bb~ Mr O f Qdav BAT b~lP1 Ga~cmt~ ISllgPadlm Dbadi me Victorian British Prime Minister, said ofsbalct'ba#~ o18~ man · he means what he al~~ We In lamB( that nlmi RcnYmaY means what La says and is questioning every OsPect ohbe marketing mb for LUCKY STRIKE, KMT lad BARCLAY i BATCa's Plach, Now it is BATCds sppaleh ~18 IPODIDPYPS He recently visited I pnctice session for the Hungarian motorcycle GP and i attach his views which I recommend gou think ahout. Both strategic rad tactical issues la raised Some olYI comments could equaIIy well aPPIY $ Be BARCIAY Formola One laatoP~~ OR Co, Coatribat(ol] ]AID~IR~~IIUII1 P·ll~ Wa have pmoased a system for 1993 whenby lpl is a~J be Feb market which carries teiewsts olthe spoasond events and that derives some blactit Our competitors employ 1 similar system, We have Il~~rd a ~Rdl)lLb, We Did to Id away, we suggest, bl Be current smaii minded approach whereby i have to twist arms or go cap m hond to mise sponsorjhip fee eoatributions, nea ae also smallish ceatnl casts of development pmjects which dhcnhe wculd die We hope me wish to run these projects fnm Mlblnt is gaeted positively a being a tbs glcbai intensts of OSIB band building vlh which we are charged With best wishes, IG RbQI~G p: Mr A I H SUsrjnski WI A A ChoWn MI I Huss3in Mr g i Ashe Mr D DdcR MrI I Booth far ism~#e MI D G EmneffoP BAT Hont Ioab Mr R Amurolt mlCD ~~ ,o*~ R~DOn~r U~l~~sw K~P~UC~IS Sr~~nT~lblDY Fnx e;Bllljooo T~nl;ll~ilntrolb fntlnoat b;d1160100 **n a RI )1~ ~ll~~l~o*T~rtl n LP9911p JC~ O BATCo docunont for Logai Sentot : Hellh Catlodo II May 1999 ______ __ BBITISH·AMERICAH TOBACCO COMPANY 1IMITED Ibluly 1992 ~~D\lltl Mr 6 J Miler Brown 6 Wilh'amlon fobaeeo Corporation P,O, Box 35090 lorbrlk Kentucky 40232 U,S,A Dear Bob, TlSS SoonlolJhio Tne issues as Emmi perceived them on his Sd visit to I bike GP in Hungary follow, Please note Bit I have re·aphicd to him that the nSS sponsorship is managed by Bn and lohn Booth coordinates the exploitation afb in BATCdls~r~tr. I have explained to him how the lotaI sponsorship fee is funded (f7mn hop BWI id S19p from BATCo with 8~ paying firm for be press Icn~dolp$J~y unitlraee Iogisties management provided blSOq. I hope he understands better nor. rmmi wrote to me 'I, What we Pc doing from Central Marketing to ensure an dpimbd exploitation in the Country where the net takes phec I have the ~~II Iht the whole focus is towards the racing ad not its market exploitation, In addition I pr dozens of people at the MP tent who probably would he better suited is looking alter the markets, I mean the following: 6 months prior 10 the event, someone goes to the Op,Co, and talks with them about Be detailed aplokl8a plan, Ilbe sees nothing happening he must inform us ldealIy we should see a plan at the start of It year which will be followed up with OpCd~ ~obody from BATCo or from Cc Ageney was PhYsieaIlY in Hungary 10 discuss detailed exPIoitation plans) I expect us to start to manage mb Hat and not service the needs olnPI or local management, 1 I want you to implement immediately an information system which sets out who goes lo which event, You should rc#ire 1 eopy from eaeh OpCo wbth sends people. please make lure (a) the GM has approved and ~1 that an Ilco0nKr Mnu~~w nao·uCnl~ S~~ot~~lDY I~x 0;~~~000 Tnol;ll~llartol~ farmos~ O;dl lbd 400 I ·wul Il nr Ilt b*nnn ego br*runr r Lsgr II ~~1 O BATCo docllent for Lesat gents : Heatth Canarta II Yly 1911 __~C appropriate place and sufficient spice is given for the IoeaI markets, In Hungary I saw BAT 51114 Rnlmd, Spit and BA'f BadPx and bet BAT Hungary had only 20 places left. You need to be able to override this accordjng to lucky priorities, We do it to sell cigarettes. 3. 1 have not seen any kind of analysis ofhow the sponsorship has worked in the market and what needs to be done Can I please have awrittm note from kbn about the 1992 lucky 9ldke spollsorshiP lehievemena i eATCe's markets by the cad of the month without faill 4, 1 think that then am 5 to 6 BATCo executives warkingan sponsoring in Europe Should B~Cr· a) develop In exploitation plan eentrallY with them and bj End somebody I time to do this in MiIlbank? It is my feeling that we are not up to speed in ~onso~ng and do not get the value out Ork we deserve It must be managed in relation to local market exploitation before this marketing instrument ceases to exist in Europe" Bab, once tot his absorbed these comments some of which pc inaccurate from my point of view and evaluated them with your mm~gcmcn~ re should talk and probably mea m d*IP 6C hnm bom sWI's ~~dd. I have Iped ii Bly BRa~l that I will aeeompany 8mmi to my further sponsorship raee he wishes to ~~nd Very bed wishes, 4 RX~2 1C BACDMC c~ MrlRembistewski Mr T E Whitehair BATCo document for legal Senlcea : Health Canada 18 May 1994 F T B I S A G 9 E E M E N T is made the day of One thousand nine hundred and ninety BETWEEN (1) SPORTS EJ tIEILTED whose registered office is at P~O~ Box 415 St. James House New St. James Place St. Belier Jersey Je4 BWe (Ithe Team") and (2) nre_P_EESONS whose names and addresses are set out in the Schedule hereto ("the Sponsor") W H E R E A S The Team is the owner of the cars las hereinafter defined) which it will prepare and enter in the races las hereinafter defined) and the Team has agreed with the Sponsor that it will in consideration of the payment to it of the fee las hereinafter defined) by the Sponsor render services to the Sponsor in connection with the races to be held in 1991 for the FIA Formula 3000 Championship NOW IT IS HEREBY AGREED by and between the parties hereto as follows :- 1,(1) In this Agreement the following expressions have the meaning respectively set opposite them:· I BATCo document for legal Services : Health Canada 18 May 1999 "the races" means all of the races for Pcrmuk 3000 racing cars comprising the 1991 European ro~ula 3000 Championship being a minimum of ten races "the cars' means two Reynard 900 · Mugen racing cars 'the Orivers" means as number one OAHON HIWI or EDDIE lRfrfNE or a driver of their standard and as number two driver LAURENCE AEILLD or MIKA SALO or a driver of their standard or any persons substituted for ·them from time to time in accordance with clause 6 hereof "the fee" moans the sum payable by the Sponsor to the Team under the terms of clause 3 hereof "raceworthy condition" means the condition in which the cars have been passed by the Official Scrutineer for each of the races "the Sponsor's insignia" means the badges decals logos or other identification of the Sponsor BATCD document for Legal Senices : Health Canada 18 May 1999 "the Team's uniform' means tee shirts avant shirts shorts trousers jerseys jackets anoraks socks shoes wet suite overalls caps and umbrellas bearing the Sponsor's insignia (2) The obligations and liabilities assumed by the Sponsor hereunder shall be deemed to be assumed by the persons comprising "the Sponsorl jointly and severally 2~ SUBJECT to the payment of the fee to the Team by the Sponsor the Team will (1) provide and maintain the cars throughout the currency of this Agreement in a raeeworthy condition with all necessary spares and replacement parts painted and finished in the Team's official colours with the Sponsor's insignia as shown in the attached drawing marked "A" (1) enter the cars in each of the races under the name 'BARCLRY TEAN EJR' and present the same in a raceworthy condition far the Drivers to drive at each of the races (3) use its beat endenvcurs to ensure that ROBIN EIERD is G BATCo document for Legal Services : Health Canada 18 May 1999 the team manager and TREVOR FOSTER or PA[II CROSBY is the race engineer of the Team (PJ provide at least twelve competitive test sessionslpre-race trials each of not less than four hours in duration (5) ensure that the Team has direct factory support from Reynard Cars Limited (6) subject as hereinafter mentioned permit the Sponsor as and when the Sponsor reasonably requires to have the usa of the cars the Drivers If or not more than ten days each in total) and the Team's personnel and transportation for the purpose of promotions by the Sponsor including the taking of still photographs snapshots movies videos and in producing television and radio co~a~ercials and other advertising promotional and sales materials ~but excluding the autographs of the Drivers) for the Sponsor during the currency of this Agreement provided that the racing testing and development programme of the cars is not interfered with and all expenses reasonably incurred BATCo document for Legal Services : Health Canada 18 May 1999 by the Team and the Drivers in respect of such promotions are reimbursed (7) ensure that its activities and usa its best endeavours to ensure that the Drivers' activities shall do nothing to injure or bring into disrepute ridicule or lessen the public reputation gcodwill or favourable Image of the Sponsor (8) use its best endeavours to ensure that each of the Drivers is in a fit condition to compete in each of the races (9) ensure that each of the Drivers ~par race suits in the Team's official colours with the Sponsor's insignia as shown in the attached drawing marked 'B" at all relevant times at each of the races and at all other reasonable times (10) ensure that the Drivers wear the casual clothes supplied by the Sponsor at all relevant times at each of the races and all other reasonable times 67 BATCa document for Legal Services : Health Canada 18 May 1999 (It) ensure that the Sponsor's insignia is carried on the Team's transporter and support vehicles as per the attached drawing marked "C" (12) ensure that the Team's personnel wear the Tea's uniform supplied by the Sponsor at all relevant times at each of the races and all other reasonable times (13) provide the Sponsor with at least four plastic and six paper pitlpaddock passes and three ear park passes for each of the races (14) use its best endeavours to mount in ear television cameras on the cars at each of the races and obtain permission from the PIA to obtain a compensating reduction in the official weight limits of the cars PRO~fDED TKAT (a) in the event of the mechanical breakdown of either of the cars howsoever the salne may occur the Tea shall be under no obligation whatsoever for any loss damage or expense suffered by the Sponsor C BAtCo document for Legal Services : Health Canada 18 May 1999 (b) the Team reserves the right in its absolute discretion In the event that the Team considers that either or both of the Drivers is not in a fit condition or either or both of the cars has irreparable mechanical faults or accident damage to withdraw either or both of the can at any time whether before or during any of the races and the decision of the Team shall be final and binding upon the Sponsor and the Team shall be under no liability whatsoever as a result of such withdrawal Ic) in the event that: the Team shall fail to produce either or both of the cars in a raeewmrthy condition for scrutineering at any of the laces for any reason whatsoever or shall be in default of any of its other obligations contained in this clause the Sponsor shall only be entitled to the reimbursement of a proportionate part of the fee in respect of each of the races for which the Team shall be in default (d) if either or both of ROBIN KERD and TRlEWIR FOSTER or PAUL CROSBY shall be unable to provide their services or shall withdraw the same the replacement team manager and/or race engineer shall as far as possible G BAtCo document for Legal Services : Health Canada 18 May 1999 be of equal standing and experience 3~ The Sponsor in consideration of the performance by the Team of its obligations hereunder in 1991 will:- (1) pay to the Team the fee being the sum of ONE MP~ON ONE HUNDRED THOUSAND POUNDS (~~,100,000) exclusive of Value Added Tax payable as to POUR HUNDRED ANO FORTY THOUSAND POUNDS (f440,000)'on let January 1991 (or on such earlier date as the Team may request to meet expenses incurred or anticipated prior to Ist January 1991 in respect of the preparations of the Team for the races to be held in 1991) and TWO ~MDRED AND TWENTY THOUSAND POUNDS ( E2 20,0 00 ) on each of Ist February 1991 Ist April 1991 and Ist June 1991 PROVIDED THAT if any of the said instalments shall not have been paid within ten days of the due date for payment thereof and there shall at that time be no outstanding notice of default under clause 5(b) hereof served by the Sponsor on the Team then the Team shall be released from its obligations hereunder but the Sponsor shall nevertheless be liable to pay the whole of the fee then unpaid with interest thereon at the rate of 4% per annum above the base G BATCo document far Legal Services : Health Canada 18 May 1999 rate from time to time of Barclays Bank PIC until payment by uay of agreed damages (2) provide free of charge reasonable ~uantities of (a) casual clothes carrying the Sponsor's insignia for use by the Drivers (b) the Team's uniform for use by the Team's personnel and (c) stickers decals and insignia and other promotional material to enable the Team to properly carrl out its obligations under Clause 2 hereof (3) ensure that its activities shall do nothing to injure or bring into disreppte ridicule or lessen the public reputation gocdwill or favourable image of the Team Q.(a) This Agreement shall become effective as of the date hereof and shall remain in effect until the 30th November 1991 (b) (1) in the event that one of the Drivers finishes in the first three of the 1991 PZA European ronrmla 3000 Championship) the Team (ii) the Sponsor at its absolute discretion BATCo document for Legal Services : Health Canada 18 May 1999 may renew this Agreement for the 1992 P~A European Formula 3000 Championship in which caee~· (i) the Drivers shall be agreed based upon a short list of potential drivers agreed by the Team and the Sponsor (ii) the make of the oars and the engines snell be agreed after discussing the same with the Sponsor (iii) the fee shall be the sum of DNE ~IIWIION TWO H[INDaED AND FIFTY TIfOOSAND POONDS (f1,250,000) payable in the same proportions to the fee payable hereunder and the Team and the Sponsor shall forthwith upon either the Team giving to the Sponsor or the Sponsor giving to the Team written notice of its wish to renew this Agreement for 1992 prior to 30th November 1991 enter into an agreement in similar terms (n\utatis mutandfs) to this Agreement (b) Notwithstanding any other provisions herein contained if either party shall fail to perform any of its BATCo document for Legal Senices : Health Canada 18 May 1999 obligations hereunder the ether party shall firstly give notice pf default and if the alleged default is not remedied within fourteen days of the date of receipt of such notice or before the date of the race next following the date of such notice whichever is the later then the party giving notice of default shall have the right to terminate this Agreement forthwith and the termination of this Agreement in accordance with this Clause shall be without prejudice to the rights the terminating party may have against the defaulting party for compensation for loss and damages incurred as the result of such default If the Sponsor terminates this Agreement pursuant to this Clause then the Sponsor's liability to pay any part of the fee after the date of the notice or to perform its obligations under Clause 3(2) subsequent to the date of termination and the Team's obligations under Clause 2 except for Clause 2(4) shall thereupon cease 5~ The Team is an independent contractor and the parties acknowledge that neither of them is an agent pr partner of the other for any purpose and that each of them Is entirely BATCo document for Legal Services : Health Canada 18 May 1999 without authority to act on behalf of the ether in any manner and nothing done or omitted by the Team under or in pursuance of this Agreement shall in any way impose any liability whatsoever on the Sponsor 6. in the event that either of or both of the Drivers shall be unable to participate in any of the races for any reason whatsoever a substitute driver or drivers of equal status with the Drivers shall be engaged by the Team for such of the races at its sole discretion but after discussing the same with the Sponsor f, The Sponsor shall have during the currency of this Agreement and any renewal hereof the unlimited tight to use the records and results of the participation of the cars in the races and photographs, sketches and likeness of the cars In any medium whatsoever in connection with the advertising and sales promotion of the Sponsor's products and services and the Sponsor shall also have the unlimited right to use any materials produced in accordance with clause 2 (3) hereof in connection with the advertising promotion and sales of the Sponsor's products B~(a) The Team represents and warrants to the Sponsor that B BATCo doc;ument for Legal Senices : Health Canada 18 May 1999 the obligations and duties asallmed by it hereunder do not conflict with or violate any other agreement to which it is a party nor shall it enter into any agreement or arrangement which shall conflict or be inconsistent with or prejudice the provisions and intentions of this Agreement (b) The Tea~o hereby undertakes with the Sponsor that during the currency of this Agreement or any renewal hereof the Team will not enter into any similar contract of sponsorship in relation to the Team or the cars with any other tobacco manufacturer and further that it will procure that at all times the Sponsor's insignia shall be the only tobacco related insignia used by the Team except in relation to the Team's uniform used in connection with the Team's activities in Formula 1 racing 9. This Agreement its construction and interpretation and the duties and obligations of the parties hereunder wheresoever they may arise or he in question shall be governed by this English Text and by the laws of England and the parties hereby s~rmit to the jurisdiction of the high Court in England BATCo document for Legal Services : Health Canada 18 May 1999 10 No delay or omission or failure to exercise any right or remedy herein provided for shall be deemed to be a waiver thereof or acquiescence in the event giving rise to such right or remedy but every such right or remedy mag be exercised from time to time so often as may be deemed expedient by the party exercising such right or remedy 11, This Agreement shall not be modified or amended except by agreement in writing signed by the parties hereof 12, This Agreement shall be binding upon and shell enure for the benefit Of the parties hereto and their respective successors heirs and assigns provided however that neither party shall assign this Agreement or any part of its interest therein except with the prior written consent of the other 13, Any notice given under the provision of this Agreement by either of the parties shall be delivered or left by hand or sent by prepaid recorded delivery letter cable or telex (confirmed in either of the last two methods by letter) to the address of the relevant party as herein stated or to such other address as either party may direct by written B BATCo document for Legal Services : Health Canada 18 May 1999 notice (if sent by post) shall be deemed to have been received on the fifth business day following the posting thereof IN WITNESS whereof the duly authorised representatives of the Team and the Sponsor have hereunto set their hand~ the day and year first before written THF9CBFDULe mE SPONSOR BAT Benelux SA whose principal office is at 38-40 Rue de Roninck, r080 Bntssels, Belgium, BAT Nederland BV whose principal office is at P O Box 8386, 1005 FJ Amsterdam, Netherlands, BAT (Suisse) SA whose principal office is at Case Postal 403, 1211 Geneva 26, Switzerland~ G BATCo document for legal Senrices : Health Canada 18 May 1999 Signed by FREOERICX RODGERS on behalf of the Teae~ SIGNED by on behalf of BAT BENELVX SA SIGNED by on behalf of BAT NEDERWLND BV SIGNED by on behalf of aAT (sursSe) SA G BATCo document for Legal Services : Health Canada 18 May 1999 A i a S WI 'I P clP O W N BATCo document for Icg~ tentn : Health Clladl II Tty 1199 1 A S a MI~I ~L Mel 141! ii \I n I ~r s i i" ii \ \.r\ a~ x o w G· 3 W BATCo document for legal Services : Health Canada 18 Yay 1999 \ \ ~I // ,·/ "Z I; i i' ,, I \r· ~j~71 ~i_i. Jj .II I 17~1,· in '7 ~C' I QI "'' ' iJ ----- ._·e; Y iB j~J m o L~1 LJ G BATCo document for Legal Services : Health Canada 18 May 1999 1 i -Al i' t I ~la~~ar DQpi~l~ 'e' I 7 o LJ 9 a BATCo document fur Legal denter : Health Canada II May 1999