Sponsorship Agreement Lawyers Adelaide: Event and Sports Sponsorship, Exclusivity, Ambush Marketing and Termination
Sponsorship agreements in South Australia
A sponsorship agreement decides what the sponsor gets for its money, and what happens when one side fails to deliver or becomes an embarrassment to the other. Talon Legal drafts and reviews sponsorship agreements for Adelaide businesses that sponsor events, clubs, charities and creators, and for the organisers and teams looking for sponsors. Book a same-day free 30-minute consultation or call (08) 7094 2021.
Sponsorship agreement key facts
| Issue | Position in South Australia |
|---|---|
| What the sponsor buys | Rights such as naming, signage, hospitality, content and a logo licence, set out in a benefits schedule. |
| Exclusivity | Usually by product category. Whether a restraint exists is judged by its practical working rather than merely its legal form (Peters (WA) v Petersville at [14]). |
| False affiliation | A false or misleading representation of sponsorship, approval or affiliation contravenes ACL section 29(1)(g) and (h). |
| Maximum penalty | Body corporate: the greater of $100,000,000 and three times the benefit or, if that cannot be determined, 30% of adjusted turnover. Anyone else: $2,500,000 (section 224). |
| Ambush marketing | An offence only for a declared major event to which section 10 is declared to apply. Maximum: body corporate $250,000, natural person $50,000 (Major Events Act 2013 (SA) section 10(1)). |
| Official logos and titles | Unauthorised commercial use of a declared event's official logos or titles is an offence with the same maximums (sections 14 and 20). |
| First step | Same-day free 30-minute consultation. Call (08) 7094 2021. |
Need a sponsorship agreement lawyer in Adelaide?
Our sponsorship agreement lawyers in Adelaide act for businesses that sponsor events, clubs, charities and creators, and for the organisers and teams selling sponsorship. The Australian Consumer Law (ACL), in Schedule 2 of the Competition and Consumer Act 2010 (Cth), prohibits false claims of sponsorship or affiliation. The Major Events Act 2013 (SA) creates ambush marketing offences for declared events. This page states the law current to 6 November 2026.
This guide is part of our marketing and advertising practice. Related guides cover influencer and endorsement agreements, trade promotions and competitions and event management agreements.
Free Consultation. Send us the sponsorship proposal or agreement before you sign. Book a same-day free 30-minute consultation or call (08) 7094 2021.
On this page
- What should a sponsorship agreement cover?
- How should exclusivity work?
- How should the sponsorship fee be paid?
- What if benefits are not delivered?
- Who approves the use of logos and content?
- Can a sponsor end the deal over a scandal?
- What happens if the event is cancelled?
- What can each side say about the sponsorship?
- When is ambush marketing an offence?
- Can a sponsor use the sponsee's member data?
- When do the unfair contract terms rules apply?
- How similar matters tend to play out
- How we act on sponsorship agreements
- Case law
- Frequently asked questions
What should a sponsorship agreement cover?
The rights the sponsor is paying for, each described closely enough to check. A typical package combines naming rights, signage and uniform branding, tickets and hospitality, content such as social posts and appearances, a licence to use the sponsee’s name and logos, and category exclusivity. “Prominent signage” invites a dispute. “Two 6 metre perimeter signs at every home game, in the positions on the attached plan” leaves little to argue about.
A sponsorship agreement lawyer will also check the benefits schedule against the sales proposal the sponsor relied on.
The agreement should say what title the sponsor may use, where and until when, because a sponsor that claims a sponsorship, approval or affiliation it does not have risks contravening ACL section 29(1)(h).
How should exclusivity work?
By product category, defined tightly enough to enforce. Most disputes turn on the definition: “beverages” may or may not include energy drinks, water and alcohol. The sponsee needs carve-outs for existing sponsors, government grants, the personal sponsors of players or performers, and venue or broadcast partners it does not control.
Exclusivity restricts the sponsee’s freedom to deal with others, which raises the restraint of trade doctrine. In Peters (WA) Ltd v Petersville Ltd [2001] HCA 45, Gleeson CJ, Gummow and Hayne JJ said most cases on the doctrine turn on whether the restraint is reasonable, particularly in relation to the parties’ legitimate interests. Threshold questions may come first, including whether there is a restraint at all, judged by its practical working rather than merely its legal form ([14]). As Callinan J described the presumption, a restraint of trade is unenforceable unless the party it benefits shows otherwise ([51]).
A clause confined to the sponsor’s real category and the term of the deal is easier to defend.
How should the sponsorship fee be paid?
In instalments tied to delivery. Instalments linked to milestones, such as the launch, the event and a post-event report, give the sponsor something to hold back. The agreement should say what evidence of delivery is required, and whether, and through what process, the sponsor may withhold payment.
In AIBI Holdings Pty Ltd v Virtual Technology Services Pty Ltd [2022] FCA 696, a customer withheld payment from its IT services provider in a dispute over service quality and extra charges ([2]). The contract allowed disputed amounts to be withheld only once its dispute resolution process had been activated. It had not been, so the invoices were payable in full ([137] to [139]). The provider’s suspension of its helpdesk for unpaid invoices was not a breach ([140]).
A sponsor that stops paying without using the dispute process takes the same risk.
What if benefits are not delivered?
A make-good clause is the usual answer. When signs go up late or a broadcast drops the sponsor’s logo, the sponsee provides substitute benefits of equivalent value within a set time. If no reasonable make-good is possible, the clause should allow a partial refund or a reduced instalment. Agreed proof of delivery, such as photos and attendance figures, avoids arguments about value.
Sponsees often limit their liability to the make-good or a refund of fees. In Darlington Futures Ltd v Delco Australia Pty Ltd [1986] HCA 82, on appeal from South Australia, the High Court held that an exclusion clause is construed according to its natural and ordinary meaning, read in the light of the contract as a whole and, where appropriate, against the party relying on it if it is ambiguous. The same principle applies to limitation clauses ([16]).
Who approves the use of logos and content?
Both sides, under an approvals clause and brand guidelines. Each party grants the other a licence to use its name and logos for the term and the agreed uses. The clause should set a turnaround for approvals, say whether silence counts as approval, and require use to stop when the agreement ends.
Logos and photographs are usually artistic works (Copyright Act 1968 (Cth) section 10(1)), and reproducing, publishing or communicating them to the public without the owner’s licence infringes the copyright (sections 31(1)(b) and 36(1)).
Content made during the sponsorship needs its own clause. The author of a photograph owns the copyright (section 35(2)), and an assignment has no effect unless it is in writing and signed by or on behalf of the assignor (section 196(3)), so a photographer the sponsee engages owns the event photos unless they are assigned. Video can differ: where a person agrees, for valuable consideration, for another person to make a film, and it is made under that agreement, the commissioning person owns the copyright unless they agree otherwise (section 98(3)).
Creators keep their moral rights, which cannot be assigned (section 195AN(3)). For a photograph or other work that is not a film, a written consent genuinely given, covering specified acts and specified works, means those acts do not infringe them (section 195AWA).
Can a sponsor end the deal over a scandal?
Only if the agreement gives it that right. A morals or reputation clause allows a party to terminate if the other side, or someone associated with it, brings it into disrepute. Without one, a sponsor whose star athlete is charged, or a club whose sponsor is in a scandal, may be stuck.
Most disputes turn on the trigger. A defined event, such as a criminal charge, a conviction or a regulator’s adverse finding, is more certain than “conduct that may bring the sponsor into disrepute”. “In the sponsor’s reasonable opinion” gives the sponsor room, while an objective test protects the sponsee. The clause should cover notice, refunds of prepaid fees and removal of branding.
It should also work both ways. In a standard form contract with a small business, a term letting only one party terminate is a statutory example of a term that may be unfair (ACL section 25(b)).
What happens if the event is cancelled?
Whatever the agreement says, so it needs to say it. Many agreements either leave the sponsor liable for the whole fee or require a full refund on any cancellation. A workable clause treats cancellation by choice, postponement, a scaled-down event and causes beyond either side’s control differently, with a refund, credit or make-good for each. It should also say whether the sponsor’s own costs can be recovered.
A clause limiting the organiser’s liability to a refund will be read in the way Darlington describes ([16]), so its words need to reach the events it is meant to cover. The event management agreements guide covers cancellation from the organiser’s side.
What can each side say about the sponsorship?
Only what is true. In trade or commerce, in connection with the supply or promotion of goods or services, a person must not make a false or misleading representation that goods or services have sponsorship or approval (ACL section 29(1)(g)), or that the person making it has a sponsorship, approval or affiliation (section 29(1)(h)). Misleading or deceptive conduct is also prohibited (section 18(1)). A former sponsor still calling itself an “official partner”, or a sponsee still showing a former sponsor’s logo, risks a contravention.
In ACCC v Employsure Pty Ltd [2021] FCAFC 142, the Full Court held that search ads using keywords such as “fair work ombudsman”, which never named the advertiser, conveyed that a private business was, or was affiliated with or endorsed by, a government agency, contravening sections 18 and 29(1)(b) and (h) ([1] to [2], [6]). The first impression will often decide what an ad represents ([98]).
Pacific Dunlop Ltd v Hogan [1989] FCA 185 concerned a shoe advertisement that identified Mr Hogan’s Crocodile Dundee image with the product (Beaumont J at [36]). It was decided under s 52 of the Trade Practices Act 1974, which used the same operative words as ACL s 18. Beaumont J asked whether a significant section of viewers would be misled into believing that Mr Hogan had agreed to the advertising under a commercial arrangement ([31]). Burchett J held that a suggestion of association by an advertisement the person did not authorise is misleading, and that vagueness does not save it ([4], [10]).
For a section 29 contravention, the maximum penalty for a body corporate is the greater of $100,000,000 and three times the benefit or, if that cannot be determined, 30% of adjusted turnover during the breach turnover period, and for anyone else $2,500,000 (section 224(3) and (3A)).
When is ambush marketing an offence?
Only for a declared major event. An event becomes a major event under the Major Events Act 2013 (SA) only by the Minister’s declaration in the Gazette (section 6B) or by regulation (section 7), which says which provisions of Part 3 apply. In practice the offences below apply only to declared events, and only where the declaration applies them.
Ambush marketing means taking advantage of the holding and conduct of a major event to promote a person, goods or services, or any other activity that would suggest to a reasonable person a sponsorship, approval or affiliation with the event, its organiser or an associated event or activity, in either case without the organiser’s written approval (section 6). Participating in it, for a major event to which section 10 is declared to apply, carries a maximum penalty of $250,000 for a body corporate and $50,000 for a natural person (section 10(1)). The accused bears an evidential burden to show written approval (section 10(2)).
The Minister may also declare official logos and titles for a declared event (section 14), and the organiser may authorise their use in writing for no longer than 12 months after the event (sections 15 and 17). Using them, or anything substantially identical or deceptively similar, without authorisation for commercial, promotional, advertising or marketing purposes, or so as to suggest a sponsorship-like arrangement to a reasonable person, is an offence with the same maximums (section 20). Uses incidental to news, current affairs, criticism or review are allowed, unless they are promotional or commercial or suggest a sponsorship-like arrangement (section 19(2) and (3)).
A sponsor of a declared event should hold the organiser’s written approval and a written authorisation that lasts as long as its campaign. For other events, protection comes from the agreement and the ACL: the organiser can promise to control signage, sampling and merchandise at its venues, and a non-sponsor whose ads suggest an affiliation risks contravening sections 18 and 29(1)(h). A competitor that bids on the event’s name as a search keyword invites the reasoning in Employsure ([157]).
Can a sponsor use the sponsee’s member data?
Only within the privacy and spam rules. An organisation bound by the Australian Privacy Principles must not use or disclose personal information it holds for direct marketing, subject to the exceptions in APP 7 (APP 7.1).
Under the Spam Act 2003 (Cth), a person must not send, or cause to be sent, a commercial electronic message with an Australian link, other than a designated one, unless the recipient consented (section 16(1) and (2)). Consent is express, or reasonably inferred from the conduct and the business and other relationships of the individual or organisation concerned (Schedule 2 clause 2). A member who agreed to hear from a club has not necessarily agreed to hear from its sponsor, and a sponsee knowingly concerned in a sponsor’s contravention also contravenes the Act (section 16(9)).
The small business exemption in the Privacy Act 1988 (Cth) may not help. A small business has annual turnover of $3,000,000 or less for the previous financial year (section 6D(1)), but a business that discloses personal information for a benefit, service or advantage is not a small business operator (section 6D(4)(c)), and a list handed over in a sponsorship package may fall within that exception.
A clear opt-in to hear from the sponsor, collected at sign-up, is safer. The data protection and privacy guide covers security and data breaches.
When do the unfair contract terms rules apply?
Only where the agreement is a standard form contract and at least one party is a small business. Tiered packages on an organiser’s standard terms, or a large sponsor’s standard agreement given to a community club, are often caught.
An unfair term of a small business contract is void if the contract is a standard form contract (ACL section 23(1)). A contract for the supply of goods or services is a small business contract if at least one party employs fewer than 100 persons or had turnover under $10,000,000 for its last income year (section 23(4)). A contract alleged to be standard form is presumed to be one unless another party proves otherwise (section 27(1)).
A term is unfair if it would cause a significant imbalance in the parties’ rights and obligations, is not reasonably necessary to protect the legitimate interests of the party it advantages, and would cause detriment if applied or relied on (section 24(1)). Statutory examples of terms that may be unfair include terms letting only one party terminate, vary the terms, or renew or not renew (section 25(b), (d) and (e)), so one-way morals clauses and automatic renewals deserve a second look. Making such a contract containing an unfair term the business proposed, or applying or relying on one, is a contravention, with the section 224 maximums (section 23(2A) and (2C)).
How similar matters tend to play out
Illustrations of how the law on this page combines on ordinary facts, not predictions. Outcome depends on the documents, the evidence and the court.
Lower range. A suburban football club sells a car dealer a one-season package, paid in two instalments. The ground signs go up four weeks late, the club offers extra posts under the make-good clause, and the dealer withholds the second instalment without using the dispute clause. On terms like those in AIBI, the instalment remains payable ([137] to [139]), and the make-good is the dealer’s remedy.
Middle range. A beverage company sponsors a summer festival with category exclusivity, and a rival hands out samples at the gates. If the festival is not a declared major event, the sponsor relies on the organiser’s promises and on the ACL if the rival suggests an affiliation (sections 18 and 29(1)(h)). If it were declared and section 10 applied, the same conduct could be ambush marketing (section 6), with a maximum penalty of $250,000 for a body corporate (section 10(1)).
Upper range. A national retailer holds naming rights to a fun run series staged by a private company. The company’s director is charged with fraud, and the retailer terminates under a clause triggered by conduct that may, in its reasonable opinion, damage its reputation. The company says only a conviction would do. The clause’s words decide that question, and any refund of prepaid fees. Its website still names the retailer as naming rights partner, a representation of sponsorship that is no longer true (section 29(1)(h)).
How we act on sponsorship agreements
Our sponsorship agreement lawyers act for sponsors, and for event organisers, clubs, charities and creators seeking sponsors. For a sponsor, the aim is rights that are clearly defined and protected from competitors. For a sponsee, it is a fee that is paid on time and obligations it can meet.
| Stage | What happens | What we do |
|---|---|---|
| Proposal | The sponsee offers a package, or the sponsor makes an offer. | Check the proposal against the rights the sponsor needs. |
| Drafting | The agreement is prepared or reviewed. | Draft the benefits schedule, exclusivity, payment milestones, approvals and termination rights. |
| Compliance | Campaigns and activations are planned. | Review affiliation claims, insignia use for declared events and data sharing. |
| Delivery | Benefits are delivered, or not. | Advise on make-goods, withheld instalments and reporting disputes. |
| Exit | The agreement ends, early or on time. | Advise on termination, refunds and the removal of branding. |
We cannot promise an outcome, and no lawyer can. We can make sure the agreement records what was promised and what happens if it is not delivered.
Every hour matters. Book a same-day free 30-minute consultation, or call (08) 7094 2021 now.
Sponsorship case law
None of the decisions below concerned a sponsorship agreement; each decided a point that applies to one.
| Case | Court | Principle | Pinpoint |
|---|---|---|---|
| ACCC v Employsure Pty Ltd [2021] FCAFC 142 | Full Federal Court | Search ads conveyed a false government affiliation | [6], [98], [157] |
| Pacific Dunlop Ltd v Hogan [1989] FCA 185 | Full Federal Court | Suggesting an endorsement never given was misleading | Beaumont J [31], [36]; Burchett J [4], [10] |
| Peters (WA) Ltd v Petersville Ltd [2001] HCA 45 | High Court | Restraint of trade threshold questions | [14], [51] |
| AIBI Holdings Pty Ltd v Virtual Technology Services Pty Ltd [2022] FCA 696 | Federal Court | Disputed invoices withheld only through the dispute process | [2], [137] to [140] |
| Darlington Futures Ltd v Delco Australia Pty Ltd [1986] HCA 82 | High Court | Exclusion and limitation clauses read by their ordinary meaning | [16] |
Case notes
ACCC v Employsure Pty Ltd [2021] FCAFC 142
The Full Court held that search ads using keywords such as “fair work ombudsman” conveyed a government affiliation the advertiser did not have, contravening ACL sections 18 and 29(1)(b) and (h) ([6]).
Pacific Dunlop Ltd v Hogan [1989] FCA 185
Decided under s 52 of the Trade Practices Act 1974, which used the same operative words as ACL s 18. An unauthorised suggestion of association is misleading (Burchett J at [4]), and the majority dismissed the appeal.
Peters (WA) Ltd v Petersville Ltd [2001] HCA 45
In the joint judgment, whether there is a restraint at all is judged by its practical working, a threshold question that may come before reasonableness ([14]).
AIBI Holdings Pty Ltd v Virtual Technology Services Pty Ltd [2022] FCA 696
Withheld invoices were payable in full because the contract’s dispute process had not been activated ([137] to [139]), and the provider’s suspension of services was not a breach ([140]).
Darlington Futures Ltd v Delco Australia Pty Ltd [1986] HCA 82
The High Court held that exclusion and limitation clauses are construed according to their natural and ordinary meaning, in the light of the whole contract and, where appropriate, against the party relying on them if ambiguous ([16]).
Frequently asked questions
What is a sponsorship agreement?
A contract under which a sponsor pays money or supplies goods in return for rights such as naming, signage, hospitality, content and association with an event, team, charity or creator.
Can a sponsor insist on exclusivity?
Yes, if the agreement grants it, usually for a product category. A restraint going beyond the parties’ legitimate interests may be open to challenge (Peters (WA) v Petersville at [14]).
Can a sponsor withhold payment if benefits are not delivered?
The agreement usually decides it. In AIBI, withheld invoices were payable in full because the contract allowed disputed amounts to be withheld only once its dispute process had been activated, and it had not been ([137] to [139]).
Can a sponsor terminate because of a scandal?
Only if the agreement includes a morals or reputation clause, or another termination right that applies.
Can a business say it supports an event it does not sponsor?
Not if it suggests a sponsorship, approval or affiliation it does not have (ACL section 29(1)(h)). For a declared major event that can also be ambush marketing (Major Events Act 2013 (SA) section 6).
Is ambush marketing illegal in South Australia?
For a declared major event to which section 10 applies, yes: up to $250,000 for a body corporate and $50,000 for a natural person (Major Events Act 2013 (SA) section 10(1)). For other events, the ACL and the agreement apply.
Can a former sponsor keep using an event's logo?
Not unless its licence allows it. Reproducing or publishing a logo that is a copyright artistic work without the owner’s licence infringes the copyright (Copyright Act sections 31(1)(b) and 36(1)).
Can a sponsee give its member list to a sponsor?
Only within the privacy and spam rules. Direct marketing use of personal information is restricted (APP 7.1), and marketing emails and texts need the recipient’s consent (Spam Act section 16 and Schedule 2 clause 2).
Who owns photos and videos taken at a sponsored event?
The photographer, or the photographer’s employer if an employee took them in their employment, unless the copyright is assigned in writing and signed (Copyright Act sections 35(2), 35(6) and 196(3)). A film made under an agreement for valuable consideration belongs to the commissioning person unless agreed otherwise (section 98(3)).
Do I need a sponsorship agreement lawyer?
For any sponsorship with exclusivity, staged payments or a multi-year term, yes. A sponsorship agreement lawyer can make sure the rights, payments and exit terms are written down before either side relies on them. A free 30-minute consultation will tell you where you stand.