Drug testing and integrity issues

• • You must not use any controlled or banned substance, including but not limited to methamphetamine, steroids, human growth hormone or any similar drugs or blood doping techniques (each a Controlled Substance). You agree that we, a sanctioning body, WADA or any other duly authorised person (Testing Body) may test you for Controlled Substances, and you agree to submit to any pre-Event or post-Event drug test as requested by a Testing Body. You will be deemed to be in breach of this clause if you test positive for any Controlled Substance in any pre-Event or post-Event drug test.
  • If we or any sanctioning body determines that you or any person associated with you have been involved in any unethical, illegal or immoral behaviour that is likely to embarrass or damage the reputation of the Team, an Event, a broadcaster or sponsor of an Event or us or bring esports into disrepute (including any fixing of that Event), we may decide to withhold any amounts payable to you and suspend you from the Team until such time as such issues are resolved.

• In accordance with clause 6.1, we consent to you playing for any esports team selected by NZ Esports, including where the Team is selected in total by NZ Esports as a representative team.

Dispute Resolution

• • No party may commence any arbitration or court proceedings relating to any dispute unless that party has complied with the procedure specified in this clause 7, provided that nothing in this clause will prevent any party from taking immediate steps to seek urgent interlocutory relief before an appropriate Court.
  • In the event of any dispute arising between any of the parties about the contents or interpretation of this Agreement then the following will occur:
    • The parties involved will make reasonable personal endeavours to resolve the dispute by negotiation.
    • If such efforts are unsuccessful after 20 Business Days of the dispute arising the parties involved will submit the dispute to mediation in accordance with the Mediation Protocol of the Arbitrators’ and Mediators’ Institute of New Zealand Inc with a mediator appointed by the President of the New Zealand Law Society, if the parties involved are unable to agree on such appointment.
  • In the event of the mediation referral being unsuccessful after 30 Business Days from submission of the dispute, the parties involved may agree to further dispute resolution procedures or commence legal proceedings.

Termination

• • Either of us (Terminating Party) may terminate this Agreement if the Terminating Party has served on the other one of us (Defaulting Party) a written notice setting out an event of default and, in the case of an event of default which is capable of remedy, requiring that the Defaulting Party remedy that event of default within 10 Business Days after receipt of that notice.
  • An event of default under clause 1 may include the Defaulting Party:
    • Breaching any of its obligations under this Agreement;
    • Breaching any rule of an Event; or
    • Bringing the Team, any Event, the Terminating Party or a sponsor or broadcaster of the Team and/or an Event into disrepute.
  • Upon termination of this Agreement for whatever reason:
    • You will be paid all monies owing to you under this Agreement subject to set off by us of any amounts owing to us or paid on your behalf.
    • Both of us will be free to pursue any other action arising as a result of a breach occurring before the date of termination.
    • That termination will not affect our respective rights and obligations relating to confidentiality and ownership of Intellectual Property Rights.
  • You agree that your participation as part of the Team at an Event and performing your other obligations under this Agreement are of a special and personal nature. As a result, monetary damages may not be an adequate remedy for any breach by you of this Agreement. You agree that we are entitled, without prejudice to any other rights or remedies that may be available to us, to seek equitable relief (including an interim and final injunction and/or specific performance) as a remedy for breach of this Agreement, and if we bring any proceedings seeking equitable relief, you will not claim that the breach is one which may not, or ought not to, be the subject of equitable relief.

General

• • Both parties acknowledge, for the purposes of the Contract and Commercial Law Act 2017, Part 2, Subpart 1, that clauses 3 and 6.3 contain provisions that confer a benefit on, and are intended to be enforceable by, NZ Esports.
  • Our liability to you under this Agreement is limited to an amount equal to any amounts paid by us to you pursuant to the provisions of this Agreement.
  • We may assign our rights and obligations under this Agreement to any person, company or entity by notice to you. Your obligations under this Agreement are personal to you and may not be assigned.
  • Neither of us will (except as may be required by law or regulation) make any announcement or disclosure regarding this Agreement or its subject matter except in a form and manner and at such time as the parties will agree.
  • Any failure by either of us to enforce any clause of this Agreement, or any forbearance, delay or indulgence granted by either of us to the other will not be construed as a waiver of either of our rights under this Agreement.
  • This Agreement is the entire agreement, understanding and arrangement (express and implied) between each of us in respect of the matters contained in this Agreement. Nothing previously agreed either verbally or in writing will affect any of our respective obligations or rights under this Agreement.
  • Nothing in this Agreement can be waived or changed unless we both agree in writing. If any other documents need to be signed to give effect to this Agreement, we both agree to sign those documents.
  • This Agreement will be governed by, and construed in accordance with, the laws of New Zealand, and we each agree that the Courts of New Zealand have exclusive jurisdiction.

Definitions and Interpretation

In addition to the terms defined in the Contract Terms, in this Agreement, unless the context requires otherwise:

Agreement means the Contract Terms and the General Terms and includes any appendices and/or schedules attached to this agreement.

Business Day means a day which is not a Saturday, Sunday or public holiday in Auckland, New Zealand and excludes any day in the period commencing with the 25th day of December in any year and ending with the 15th day of January in the following year.

Confidential Information means any and all information relating to any provision, or the subject matter, of this Agreement and any and all information concerning the activities, business, finances, software, know-how, data (technical or non-technical), trade secrets, projects, forecasts, and information relating to systems or processes, marketing information, customer information or any other information relating to or owned by us or NZ Esports or which is obtained directly or indirectly from another party under or in connection with this Agreement, in each case whether such information is oral, written or embodied in any other physical or electronic form. 

Event means any scheduled match, esports tournament or event in which the Team is participating.

Event Date means the date on which any Event is scheduled to take place.

GST means goods and services tax in terms of the Goods and Services Tax Act 1985, at the rate prevailing from time to time.

Intangible Assets means all Intellectual Property Rights in logos, trade marks (whether registered or unregistered), service marks, trade mark registrations, trade names, brands, patents, patent applications, designs, licences, inventions and technical information (whether registered or not), technical data, concepts, ideas, moral rights, discoveries, underlying or proprietary data, research results, reports, drawings, techniques, specifications, standards, methods, formulae, models, maintenance training or training manuals and other know-how, trade secrets, databases, and any copyright material, the right to all lists of customers and suppliers and all other Intellectual Property Rights and Confidential Information.

Intellectual Property Rights means any and all intellectual and industrial property rights throughout the world including but not limited to rights in respect of, or in connection with:

• copyright (including future copyright and rights in the nature of, or analogous to, copyright;
• trade marks;
• inventions (including patents);
• any confidential information;
• service marks;
• designs; and
• circuit layouts,

whether or not existing now and whether or not registered or registrable and includes any right to apply for the registration of such rights and includes all renewals and extensions.

NZ Esports means the New Zealand Esports Federation Incorporated (ISN 2637497).

Player Integrity Declaration means the player integrity declaration annexed as an Appendix to this Agreement.

• In this Agreement, unless the context otherwise requires:
  • The term including means including without limitation.
  • Reference to a statute or regulation will include all amendments and re-enactments thereof and any subordinate legislation made thereunder.
  • Reference to dollars and $ refers to New Zealand dollars (NZ$) exclusive of GST unless specifically stated otherwise.
  • Any obligation not to do anything will be deemed to include an obligation not to suffer, permit or cause that thing to be done.
  • The terms written and in writing include any means of reproducing words, figures or symbols in a tangible and visible form including email.