1. Definitions and Interpretation
1.1 Definitions in Agreement
Unless the context otherwise requires, terms which have a defined
meaning in the Agreement have the same meaning when used in this
In this Agreement, unless the context otherwise requires:
- Agreement means any agreement between the Applicant and Sport
and Recreation (WA) which is expressed to incorporate this Agreement.
- Agreement Commencement Date
- Agreement Commencement Date means the date specified as such in the Agreement Details.
- Applicant means:
- with reference to the Athlete Travel Subsidy Scheme
- an athlete aged 13 – 21 years at the commencement date of the event;
- currently a registered member of a club or association
that is affiliated with a State Sporting Association (SSA) and deemed
eligible by Sport and Recreation (WA);
- selected and competing in one of the three performance categories, as stipulated by Sport and Recreation (WA);
- permanently residing in regional Western Australia;
- who is an Australian citizen or permanent resident; and
- who is validated by their sport’s recognised SSA.
- with reference to the Community Sporting Club Equipment Subsidy Scheme:
- a club that has as their core business the delivery of sport, as deemed eligible by (Sport and Recreation (WA);
- participates in, or conducts fixtured community based sporting competitions;
- is an incorporated, not for profit entity; and
- has an ABN, be registered or eligible to be registered for GST.
- Auditor General
- Auditor General means the Auditor General for the State.
- Business Day
- Business Day means a day other than Saturday, Sunday or public holiday in Perth, Western Australia.
- Confidential Information
- Confidential Information means information in respect of the Agreement that:
- is by its nature confidential;
- is specified by a Party to be confidential, including any information specified to be confidential in the Agreement;
- a Party knows or ought to know is confidential;
- information relating to the internal management and
structure of the Party or the personnel, policies, strategies, practices
and procedures of the Party;
- information of the Party to which the other Party has
access that has an actual or potential commercial value to the first
Party or to the person or corporation which supplied that information;
- information in the Party’s possession relating to the other Party’s clients or suppliers and like information;
- the terms of this Agreement and any negotiations in
connection with this Agreement including correspondence and drafts of
- all records concerning the operation, dealings,
organisations, business, financial transactions, books of account,
contracts, agreements, arrangements, trade secrets or markets, or the
commercial, industrial, financial, or business affairs of either Party;
and (k) any information pertaining to a Party which is or could
reasonably be regarded as being of a politically or commercially
- Event of Default
- Event of Default means the occurrence of any one of the following events:
- a Party breaches a material obligation under the Agreement that cannot be remedied; or
- a Party breaches any other material obligation under the
Agreement and that breach is not remedied within the period of time
specified in the notice (being not less than 10 Business Days) after the
other Party gives a notice to the Party in breach requiring the breach
to be remedied; or
- a Party commits 3 breaches of its obligations under the
Agreement over any 12 month period, provided that the other Party has
given the Party in breach notice of any such breaches and whether or not
the Party has rectified such breaches; or
- an Insolvency Event occurs in respect of a Party; or
- a Party ceases, or threatens to cease, to carry on business; or
- it becomes unlawful for a Party to perform its obligations under the Agreement; or
- if a Party is a body corporate, that Party is convicted of a
criminal or statutory offence that is punishable by a fine or penalty
of, or exceeding, $10,000; or
- if in the reasonable opinion of Sport and Recreation (WA),
the reputation of Sport and Recreation (WA), the State or the Government
of Western Australia is, or is likely to be, damaged by any act or
omission of the Applicant.
- Force Majeure Event
- Force Majeure Event means an event that prevents a Party from
performing its obligations, or receiving the benefit of the other
Party's obligations, in whole or part, under the Agreement and which is
unforeseeable and beyond the reasonable control of the affected Party
- acts of God;
- explosion or fire;
- storm or cyclone (of any category);
- earthquake or tsunami;
- volcanic eruption;
- impact of vehicles or aircraft;
- failure of a public utility;
- epidemic or pandemic;
- civil unrest;
- industrial action (other than industrial action limited to the affected party or a subcontractor);
- war (including civil war);
- acts of terrorism; and
- radioactive or biological contamination.
but does not include:
- lack of or inability to use funds for any reason; or
- any occurrence which results from the wrongful or negligent
act or omission of the affected party or the failure by the affected
party to act in a reasonable and prudent manner; or
- an event or circumstance where the event or circumstance or
its effects on the affected party or the resulting inability of the
affected Party to perform its obligations, or receive the benefit of the
other Party's obligations, could have been prevented, overcome or
remedied by the exercise by the affected Party of the standard of care
and diligence consistent with that of a reasonable and prudent person;
- breakdown of equipment; or
- the failure by a third party to fulfil a contractual
commitment with the affected Party other than as a result of any of
items (a) to (o) above; or
- any act or omission of a subcontractor.
- Insolvency Event
- Insolvency Event means the occurrence of any of the following events:
- (informs creditors) a corporation informs its creditors generally that it is insolvent;
- (receiver) a liquidator, administrator, trustee in
bankruptcy, receiver or receiver and manager or similar officer is
appointed in respect of any of the assets of a corporation;
- (execution) a distress, attachment or other execution is
levied or enforced upon or against any assets of a corporation and in
the case of a writ of execution or other order or process requiring
payment, it is not withdrawn or dismissed within 10 Business Days;
- (voluntary liquidation) a corporation enters into voluntary liquidation;
- (application) an application is made for the
administration, dissolution or winding up of a corporation which
application is not stayed within 10 Business Days of being made;
- (winding up) an order is made for the administration, dissolution or winding up of a corporation;
- (resolution) a resolution is passed for the administration
or winding up of a corporation other than for the purposes of a solvent
reconstruction or amalgamation on terms approved by the other Party;
- (arrangement or composition) a corporation enters, or
resolves to enter into or has a meeting of its creditors called to enter
into any scheme of arrangement or composition with its creditors
generally, or any class of its creditors, other than for the purposes of
a solvent reconstruction or amalgamation on terms approved by the other
- (statutory demand) a corporation fails to comply with, or
fails to apply to have set aside, a statutory demand within 10 Business
Days of the time for compliance, or:
- a corporation applies to have a statutory demand set aside within 10 Business Days of the time for compliance;
- the application to set aside the statutory demand is unsuccessful; and
- the corporation fails to comply with the statutory
demand within 5 Business Days of the order of the court dismissing the
- (execution levied against it) a corporation has execution
levied against it by creditors, debenture holders or trustees or under a
floating charge or circulating security interest; or
- (insolvency - corporation) a corporation is unable to pay
its debts when they fall due, or is deemed unable to pay its debts under
any applicable legislation (other than as a result of a failure to pay a
debt or claim which is the subject of a good faith dispute);
- (insolvency - persons) a person becomes an insolvent under
administration as defined in section 9 of the Corporations Act 2001
(Cth) or action is taken which could result in that event;
- (death etc.) a person dies, ceases to be of full legal
capacity or otherwise becomes incapable of managing its own affairs for
any reason; and
- (analogous matters) anything analogous or having a
substantially similar effect to any of the events specified above
happens under the law of any applicable jurisdiction.
- Minister means the State's Minister for Sport and Recreation.
- National Sporting Organisation (NSO)
- National Sporting Organisation (NSO) means the body that is
recognised by the Australian Sports Commission (ASC) as the pre-eminent
organisation taking responsibility for the national development of that
sport in Australia and has satisfied the ASCs eligibility criteria for
- Party means a party to the Agreement.
- Parties means both of them.
- Records means records and information of any kind, including
originals and copies of all accounts, financial statements, books,
files, reports, records, correspondence, documents and other materials
created for, or relating to, or used in connection with, the application
for and use of the Subsidy, whether or not containing Confidential
Information, and however such records and information are held, stored
- Regional Athlete Support Program
- Regional Athlete Support Program means the initiative described in the Sport and Recreation (WA) guidelines.
- Sport and Recreation (WA)
- Sport and Recreation (WA) is a division of the Department of
Local Government, Sport and Cultural Industries or such other body or
instrumentality which is charged with the administration of the
Agreement from time to time on behalf of the State.
- Subsidy means either of the Athlete Travel Subsidy or the
Equipment Subsidy (together, the Subsidies), being any sum that Sport
and Recreation (WA) may pay, in its absolute discretion, in any order,
to an Applicant as part of the Supporting Community Sport Initiative.
- State means the State of Western Australia.
- State Sporting Association (SSA)
- State Sporting Association (SSA) means a not for profit
organisation that has been an incorporated association or company
limited by guarantee for a minimum of three years that it is the
pre-eminent representative organisation taking responsibility for the
development of a recognised sport in Western Australia and is formally
affiliated with the recognised National Sporting Organisation.
- Term means the period specified as such in the Agreement, commencing on the Agreement Commencement Date.
In this Agreement, unless the context otherwise requires:
- the singular includes the plural and vice versa;
- a reference to any thing is a reference to the whole or any
part of it and a reference to a group of things or persons is a
reference to any one or more of them;
- a reference to a gender includes other genders;
- a reference to a person includes a Public Authority, a public
body, a company and an incorporated or unincorporated association or
body of persons;
- a reference to a person includes a reference to the person's
executors, administrators, successors, substitutes (including, but not
limited to, a person taking by novation) and permitted assigns;
- if a Party consists of a consortium of two or more persons whether by way of partnership or joint venture or otherwise, then:
- an obligation imposed on a Party under the Agreement binds each person who comprises that person jointly and severally;
- each person who comprises a Party agrees to do all things
necessary to enable the obligations imposed on that Party under the
Agreement to be undertaken; and
- the act of one person who comprises a Party binds the other persons who comprise that Party;
- an agreement, representation or warranty on the part of or in
favour of two or more persons binds, or is for the benefit of, them
jointly and severally;
- no rule of interpretation applies to the disadvantage of a Party on the basis that it put forward this Agreement;
- "includes" in any form is not a word of limitation;
- the meaning of "or" will be that of the inclusive "or", meaning one, some or all of a number of possibilities;
- a reference to this Agreement or another instrument includes
all variations and replacements of either of them despite any change of,
or any change in the identity of the relevant Party;
- a reference to a document published at an electronic address is
to the document as published at that electronic address on the date of
first public issue of the Agreement;
- a reference to a clause is a reference to a clause of this Agreement;
- headings are included for convenience only and do not affect the interpretation of this Agreement;
- a reference to a statute, ordinance, code or other law includes
regulations and other instruments under it and consolidations,
amendments, re-enactments or replacements of it;
- if a word or phrase is defined, other grammatical forms of that word or phrase have a corresponding meaning;
- a reference to writing includes any means of representing or
reproducing words in visible form including by electronic means such as
- a reference to a liability includes all obligations to pay money and all other losses, costs and expenses of any kind;
- a reference to a month is to a calendar month and a reference to a year is to a calendar year;
- if a period of time is specified and dates from a given day or
the day of an act or event, it is to be calculated inclusive of that
- if a date stipulated for payment or for doing an act is not a
Business Day, the payment must be made, or the act must be done, on the
next Business Day;
- a reference to a monetary amount means that amount in Australian currency; and
- a reference to time means the time observed by the general community from time to time in Perth, Western Australia.
2. Term of the Agreement
This Agreement commences on the Agreement Commencement Date and
unless sooner terminated under clause 16, continues for the Term.
Sport and Recreation (WA), in its absolute discretion, agrees to pay
the Subsidy to the Applicant on the terms and conditions of this
- The Applicant acknowledges that an application for a Subsidy
confers no right or expectation on the Applicant to be considered for,
or granted, any Subsidy.
- The Applicant acknowledges that Sport and Recreation (WA) has
absolute discretion in the payment of any Subsidy to any Applicant,
determining the amount of any Subsidy, and determining the order of any
- The Applicant acknowledges that the event or championship the
Applicant wishes to travel to must be officially sanctioned by the SSA
which is the pre eminent representative organisation taking
responsibility for the development of the sport in Western Australia
- The Applicant acknowledges that the Applicant's State Sporting
Association must verify, to the satisfaction of Sport and Recreation
(WA), the Applicant's level of representation at the event or
championship that the Applicant wishes to travel to.
4. The Applicant's Obligations
4.1 During the Term the Applicant:
- with reference to the Athlete Travel Subsidy Scheme:
- must permanently reside at the address provided in the
application (unless a regional athlete is currently boarding to attend
university or school) ;
- must have been selected to represent their region or
Western Australia in SSA/National Sporting Organisation (NSO) sanctioned
state or national championship/events.
- must not be in receipt of a travel subsidy awarded under
the Sport and Recreation (WA) Travel Subsidy Scheme in the same
performance level during the current financial year; and
- with reference to the Community Sporting Club Equipment Subsidy Scheme
- must not apply for, or be in receipt of:
- an equipment subsidy the result of another application
for an equipment subsidy by a body that is the same association of
persons acting through a related entity
- must agree to return Subsidy monies to Sport and Recreation (WA) if;
- travel (the subject of the application) is not undertaken or
- equipment has not been purchased
- must participate in media events and promotional events at the discretion of Sport and Recreation (WA);
- when requested by Sport and Recreation (WA) to provide written
information or Records relating to the Applicant's application for, or
use of, a Subsidy, provide such written information or Records within
10 Business Days of the Sport and Recreation (WA) request.
- Must use the equipment subsidy for the purchase of shared equipment accessible to all club members.
5. Supporting Community Sport Initiative Cancellation
In the event that the Supporting Community Sport Initiative is
cancelled, postponed or ceases to operate, any Applicants' entitlements
to receive any Subsidy will cease immediately, regardless of whether
any or part of a Subsidy has already been paid to an Applicant.
6. Reporting Requirements
Each Party must undertake and comply with the reporting requirements specified in the Agreement.
7. Fees and Payment
- In its absolute discretion, Sport and Recreation (WA) may pay the Subsidy to the Applicant.
- All Subsidy payments are to be used by the Applicant for the
purposes of the Supporting Community Sport Initiative, and for no other
The Parties agree that:
- The Subsidy payable under this Agreement is inclusive of GST; and
- If an applicant for the equipment subsidy, the club must have an ABN and be registered or eligible to be registered for GST
- GST is payable on the value of the Agreement, including any in-kind support.
- The Applicant acknowledges and warrants to Sport and Recreation (WA) that:
- as at the Commencement Date the Applicant is free to, and has the authority to, enter into this Agreement.
- the Applicant has taken all necessary action to authorise
the execution, delivery and performance of this Agreement in accordance
with its terms;
- all information provided to Sport and Recreation (WA) by or
on its behalf in connection with this Agreement, the transactions
contemplated by this Agreement, and its assets, business and affairs are
true and correct in all material respects and are not, whether by
omission or otherwise, misleading or deceptive; and
- it has not withheld from Sport and Recreation (WA) any
document, information or other fact material to the decision of Sport
and Recreation (WA) to enter into this Agreement.
- The Applicant acknowledges that Sport and Recreation (WA) has
entered into this Agreement in reliance on the representations and
warranties in, or given under, this Agreement.
- A breach of any of the warranties in this clause will be considered a material breach for clause 14.
10. Public Disclosure and Confidentiality
The Applicant agrees to:
- Sport and Recreation (WA) disclosing any information provided by
the Applicant to Sport and Recreation (WA) under or in connection with
the Agreement to enable Sport and Recreation (WA) to meet public
disclosure obligations Sport and Recreation (WA) may have:
- under any current or future legislation; or
- under any current or future policy of Sport and Recreation (WA) or the State; or
- in the course of official duties of the Minister responsible for Sport and Recreation (WA); or
- to satisfy requirements of parliamentary accountability; or
- under annual reporting obligations of Sport and Recreation (WA); or
- to satisfy any other recognised public requirement.
10.2 Freedom of Information
The Applicant acknowledges that the Freedom of Information Act 1992 (WA) applies to:
- the Agreement; and
- information held or compiled by Sport and Recreation (WA) or the State in relation to the Agreement.
10.3 Auditor General
- The Applicant agrees and acknowledges that the powers and responsibilities of the Auditor General under the Financial Management Act 2006 (WA) and the Auditor General Act 2006 (WA) are not limited or otherwise affected by the Agreement.
- The Applicant must allow the Auditor General, or an authorised
representative of the Auditor General, to have access to and examine the
Applicant’s Records concerning the Agreement.
The Applicant releases Sport and Recreation (WA) from all liability
whatsoever for any loss, injury, damage, liability, costs or expense
resulting from the disclosure of information about the Applicant under
clauses 10.1 and 10.2 by Sport and Recreation (WA).
- Each Party must keep any Confidential Information confidential.
A Party must not disclose, use, reproduce or distribute to any person
the Confidential Information except:
- where necessary (and only to the extent necessary) for the purpose of complying with this Agreement; or
- as authorised in writing by the other Party; or
- to the extent that the Confidential Information is public knowledge (other than because of a breach of this clause by a Party);
- as required by any law, judicial or parliamentary body or governmental agency; or
- when required (and only to the extent required) to the
Party’s professional advisers, but the disclosing Party must ensure that
such professional advisers are bound by the confidentiality obligations
imposed on that Party under this clause 10.5(a).
- A Party must immediately notify the other Party if it becomes
aware of a suspected or actual unauthorised disclosure, copying or use
of the other Party's Confidential Information.
- A Party must ensure that each person to whom it discloses the
Confidential Information (except a person to whom disclosure is legally
required) complies with the obligations in clauses 10.5(a) and 10.5(b).
10.6 Return of Confidential Information
Except to the extent that a Party is required by law to retain any
Records, a Party must return all Records containing the other Party’s
Confidential Information immediately at the expiration or termination of
The obligations in this clause 10 are continuing obligations and survive expiration or termination of the Agreement.
- The Applicant must not make any misleading public statement concerning the Agreement.
- Sport and Recreation (WA) may use existence of the Agreement and
the other Party’s name for reasonable promotional or publicity purposes
(but only with the written consent of the other party), and reporting
The Applicant must keep accurate, complete and current written Records in respect of the Agreement.
13. Conflict of Interest
If a conflict of interest arises in respect of the Applicant, it must:
- promptly notify Sport and Recreation (WA) that the conflict has arisen and provide full details; and
- take reasonable steps in consultation with Sport and Recreation (WA) to remove or manage the conflict.
14. Default, termination and suspension
14.1 Consequences of Event of Default
If an Event of Default occurs in respect of one Party the other Party
may by notice in writing to the Party the subject of the Event of
Default terminate the Agreement.
14.2 Consequences of Termination or Expiry
- The expiration or termination of the Agreement does not affect
any rights, liabilities or obligations of either Party as a result of
anything occurring before the expiration or termination.
- The Applicant must return all or any part of the Subsidy as specified by Sport and Recreation (WA).
15. Force Majeure
A Party that claims it is prevented from performing its, or receiving
the benefit of the other Party's, obligations under this Agreement by a
Force Majeure Event must, within 5 Business Days of the first
occurrence of the Force Majeure Event, give to the other party written
notice containing full particulars of the Force Majeure Event,
- the nature of the Force Majeure Event;
- the date of the first occurrence of the Force Majeure Event;
- the effect of the Force Majeure Event on that Party’s ability to
perform its, or receive the benefit of the other Party's, obligations
under this Agreement; and
- the expected duration of the Force Majeure Event.
15.2 Entitlement of the Affected Party
- If a Party is prevented from performing its, or receiving the
benefit of the other Party's, obligations under this Agreement in whole
or part by a Force Majeure Event then, subject to that Party complying
with clauses 15.1, 15.2(b) and 15.4, performance or receipt of those
obligations is suspended to the extent that performance or receipt is
prevented by that Force Majeure Event.
- The affected Party must provide the other Party with regular
updates as to the affected Party's circumstances and the impact of the
Force Majeure Event during the time that it is prevented from performing
its, or receiving the benefit of the other Party's, obligations under
the Agreement and in any event must provide the other Party with an
update within 2 Business Days of a request at any time by the other
- The affected Party must notify the other Party in writing as
soon as, and in any event within 2 Business Days of, the Force Majeure
Event ceasing to prevent it from performing or receiving those
obligations under this Agreement.
15.3 Implications of a Force Majeure Event
If a Party’s obligations are suspended under clause 15.2, then during that period of suspension:
- that Party’s actual non-performance, or delay in performance, of
this Agreement resulting from the Force Majeure Event will not be
deemed to be a breach of the Agreement; and
- each Party will bear its own costs.
15.4 Effect of a Force Majeure Event
- Within 5 Business Days of receipt by a Party of a notice
referred to in clause 15.1, the Parties must meet to discuss the steps
that the Parties will take to minimise any effects of the Force Majeure
- Irrespective of any other obligations under this clause 15, on
and from the date a Party is aware of a Force Majeure Event, that Party
must mitigate and minimise the effect of the Force Majeure Event.
If a Party is prevented from performing its, or receiving the benefit
of the other Party's, obligations under this Agreement in whole or part
by a Force Majeure Event for a period in excess of 20 Business Days (or
such other period specified in the Agreement Details) then either Party
may by notice in writing to the other Party terminate this Agreement.
16.1 Notices Generally
Each notice or other communication given under the Agreement:
- must be in writing;
- may be given by an authorised officer of a Party; and
- must be:
- hand delivered or sent by prepaid post to the address of the recipient specified in the Agreement;
- sent by email to the address of the recipient as specified
in the Agreement and the email must be sent with automatic receipt
- sent by facsimile to the facsimile number of the recipient specified in the Agreement,
- subject to clause 16(e), is taken to be received:
- in the case of hand delivery, on the date of delivery;
- in the case of post, on the third Business Day after posting; and
- in the case of email, at the time in the place to which it
is sent equivalent to the time shown on the automatic receipt
notification received by the Party sending the email from the recipient;
- in the case of facsimile, on the date on which the sender’s
facsimile machine records that the facsimile was successfully
- if received after 5.00 pm or on a day other than a Business Day, is taken to be received on the next Business Day.
16.2 Notices Sent by Email
With respect to a notice sent by email, the Parties agree that the following applies:
- any text in the body of the email or the subject line will not form part of the notice; and
- an attachment to the email will only form part of the notice if
it is in .pdf format or such other format as may be agreed between the
Parties from time to time,
and with respect to any notice sent by email under or in connection with the Agreement, each Party must ensure that:
- its firewall and/or email server (as applicable):
- allows messages of up to 6MB to be received;
- automatically sends a receipt notification to the sender upon receipt of a message; and
- its systems automatically send a notification message to each of
the sender and the recipient when a message is received by the
recipient's domain that cannot or will not be delivered to the
17.1 Assignment, Novation etc
- Unless a Party obtains the other Party's prior written consent, a
Party must not assign, novate or otherwise deal with any of its rights
or obligations under the Agreement.
- Sport and Recreation (WA) may subcontract any of its rights or obligations under the Agreement.
- If the Applicant is a corporation (other than a public company as defined in the Corporations Act 2001 (Cth)) the Applicant is taken to have assigned the Agreement if:
- anything occurs, the effect of which is to transfer,
directly or indirectly, the management or control of the Applicant to
another person; or
- there is any change in control of the Applicant within the meaning of the Corporations Act 2001 (Cth).
- Any waiver by the Applicant or Sport and Recreation (WA) must be in writing and signed by the Party waiving the right.
- Any waiver by the Applicant or Sport and Recreation (WA) does
not affect its rights in respect of any other breach of the Agreement by
the other Party.
- Subject to clause 17.2(a), any delay or failure by the Applicant
or Sport and Recreation (WA) to enforce any right under or in
connection with the Agreement or any law will not be construed as a
waiver of their respective rights under the Agreement or any law.
17.3 Entire Agreement
The Agreement supersedes all prior negotiations, understandings and
agreements (whether in writing or not) between the Applicant and Sport
and Recreation (WA) relating to the matters covered by the Agreement and
constitute the full and complete agreement between the Applicant and
Sport and Recreation (WA) relating to the matters covered by the
17.4 Rights Are Cumulative
Unless otherwise stated the rights, powers and remedies in the
Agreement are in addition to, and not exclusive of, the rights, powers
and remedies existing at law or in equity.
17.5 Applicable Law
The Agreement is governed by the laws of the State of Western
Australia. The Applicant and Sport and Recreation (WA) irrevocably
submit to the exclusive jurisdiction of the courts of Western Australia.
17.6 Further Assurance
The Applicant and Sport and Recreation (WA) must do everything
reasonably necessary, at that Party's expense, including signing further
documents, to give full effect to, perfect or complete, the Agreement.
17.7 Dispute Resolution
- The Parties agree to use reasonable efforts to resolve by
negotiation any problem that arises between them under the Agreement.
Neither Party will resort to legal proceedings, or terminate the
Agreement, until the following process has been exhausted, except if it
is necessary to seek an urgent interim determination.
- If a problem arises (including a breach or an alleged breach)
under the Agreement which is not resolved at an operational level or
which is sufficiently serious that it cannot be resolved at the
operational level, a Party concerned about the problem may notify the
other. Management representatives [or nominated representatives?] of
each of the Parties will then endeavour in good faith to agree upon a
Nothing in the Agreement may be construed to make a Party a partner, agent, employee or joint venturer of the other Party.