January, 2016 HSBC WORLD RUGBY WOMEN'S SEVENS SERIES TENDER PROCESS

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January, 2016 HSBC WORLD RUGBY WOMEN'S SEVENS SERIES TENDER PROCESS
HSBC WORLD RUGBY
WOMEN’S SEVENS SERIES

   TENDER PROCESS

       January, 2016
January, 2016 HSBC WORLD RUGBY WOMEN'S SEVENS SERIES TENDER PROCESS
Tender Process
                                                                                        January 2016

        To: Chief Executive Officer / Secretary
             World Rugby Unions

        25 January 2016

        Re: HSBC World Rugby Women’s Sevens Series, 2016/2017 to 2018/2019 inclusive
             Invitation to Tender

        Dear Sir/Madam,

        Rugby Sevens has experienced considerable growth over the past decade, which was
        accelerated in 2009 by the International Olympic Committee’s decision to include the sport
        in the 2016 and 2020 editions of the Olympic Games. Olympic inclusion has raised the
        global status and profile of the sport which is reflected in the increasing interest and
        investment in Sevens by National Olympic Committees, broadcasters and both new and
        existing commercial partners.

        Through the HSBC World Rugby Women’s Sevens World Series, we will work with hosts
        and key stakeholders to ensure that new opportunities for growing the women’s game are
        realised.

        With this in mind, we are pleased to confirm that World Rugby will conduct a tender
        process with a number of targeted Unions, for the hosting rights to tournaments in the
        HSBC Women’s Sevens World Series 2016/2017, 2017/2018 and 2018/2019.

        We would like to invite your Union to Tender and you can find below some key information
        on the tender process and timelines

        Do not hesitate to contact me should you have any questions.

        Yours sincerely,

        Philippe Bourdarias
        General Manager, Competitions
        World Rugby
        Philippe.Bourdarias@worldrugby.org

        cc. Regional Associations

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                                         Overview
    When considering potential future HSBC World Rugby Women’s Sevens World Series
    tournament hosts, the opportunity to promote rugby sevens to the widest audience
    possible is a key priority along with opening up new commercial and participation
    opportunities for the game as a whole. Future Series tournaments must be attractive to
    players, fans and sponsors. Government and/or city financial and event delivery support
    will also be a key criteria.

    Twelve teams compete in each tournament, over two or three days. Tournaments can be
    played in conjunction with men’s HSBC Sevens World Series events which may result in
    the combined tournament taking place over three playing days. Teams are divided into
    three pools of four and play each other within pools to progress to a knockout phase.

    Below is some key information that will help in the preparation of an expression of interest.

                                         Timelines
    January 25 2016            Expression of interest launched to selected World Rugby
                               Member Unions

    February 8 2016            Expressions of interest submitted to Philippe Bourdarias,
                               General Manager, Competitions, Expression of interest must be
                               accompanied by a signed Deed of Confidentiality.

                               Within one week, all Unions who submit an expression of
                               interest will be issued with the hosting requirements
                               documentation and tender submission form which must be used
                               to return tender information.

    March 18 2016              Tender responses submitted by Unions via the tender
                               submission document

    March 18 to April 22
    2016                       World Rugby will undertake a detailed review of all the tenders.
                               This may involve communication with tender Unions to
                               clarify/discuss the details of their respective tender responses.
                               This process may also include clarifications on tenders and site
                               visits.

    May 2016                   World Rugby management submit recommendations to the
                               Sevens Strategy Group and the World Rugby Executive
                               Committee for consideration.

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                                Expression of Interest
        Some key information should be included in the returned expression of interest.

        Please include the following:

        Union details
            Union contact name
            Union contact email
            Union contact mobile telephone number

        Event details
            Proposed dates for the Series event
            Proposed venue
            Capacity of venue
            Current use

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                          Key Hosting Information
    Competition format

    Twelve teams compete over two or three days. The teams play within their pools and
    progress to a knockout phase.

    The twelve teams are made up of;
        Teams that have qualified from the previous Series
        Teams that have come through a qualification process
        Hosts and invitational teams who are determined by World Rugby.

    Commercial Rights

    The positioning of the future HSBC World Rugby Women’s Sevens Series will promote
    high quality, world class events that are entertaining and appeal to players, fans, sponsors
    and broadcasters. Increased sponsorship will build brand awareness and value and will
    increase global viewership.

    HSBC is the Series title sponsor for the duration of the period to which this tender refers.

    World Ruby also retains the right to appoint three Series global sponsors. At the time of
    writing, DHL has been confirmed as one of the three global sponsors.

    Commercial categories currently retained by World Rugby
       Financial services and payment services (HSBC is now signed as Series Sponsor)
       Logistics (as DHL is a new Global partner)
       Match balls, training ball, replica balls, including any merchandising and sponsors
        premiums (as Gilbert are a series rights holder)
       Tobacco and betting of any kind (as these categories are not permitted by World
        Rugby)
       Official clothing including match officials and World Rugby tournaments staff
       Official World Rugby branded merchandise
       Official data generator/ technology

    Series commercial inventory will include;
        10 Perimeter boards and/or LED time on the TV arc and 5 boards on the blind side
        All second tier branding under 1,2m
        Pitch side Toblerones
        70% of the space on the media backdrop
        Series mark and sponsor mark on stadium and advertising collateral
        50% of the stadium flags
        Branding on presentation podiums and sponsor representatives in presentation
           parties
        All pitch branding excluding 1 in-goal logo ceded to the Host Union
        Branding on all players and match officials kit
        Series trophy and sponsor branding around the trophy
        Post pads, perimeter flag covers, perimeter flags, touch judge flags

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              Sponsor mark on ball carrier kit and right to appoint ball carriers or ball carrier
               mechanism
              30% of big screen time
              Free of charge General Admission tickets
              VIP seats including two corporate boxes (24 seats) where available
              15 pages in the tournament programme (or equivalent)
              Series website, mobile phone and new media rights
              Series related licensing and merchandising rights
              Sponsor unique activations

        Host Union rights
            All the sponsor categories except those retained by World Rugby
            Volunteer clothing
            Ball boy/girl clothing
            All the advertising space in the tournament programme except for up to six pages
              retained by World Rugby
            All the perimeter boards except those retained by World Rugby
            All advertising and/or branding opportunities at all venues (including match, training
              venues and host cities) other than inventory retained by World Rugby
            30% of the media backdrop
            70% of the stadium big screen time (if applicable)
            On pitch logo located in the in-goal area

        Broadcast Rights

        Broadcast output from the 2014/2015 Series broke records for the women’s game. The
        Series was shown on 18 different channels in 71 countries for 1207 hours with an
        estimated reach of 238 million homes. All matches for each event were streamed live.

        This is achieved via;
            the production of a broadcast package
            the provision of selected matches by rights holders
            the production of highlights, video releases and new access
            providing unprecedented access to footage.

        This output is provided and controlled by World Rugby.

        Host Unions will be required to deliver a five camera production to an agreed standard,
        covering all matches played and stream each match

        World Rugby will also provide the graphics package and graphics operators.

        World Rugby retains the international broadcast rights. The host Union will have the right
        to broadcast in the local territory.

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    Revenue and Expenditure

    Host Union revenue

      Item                   Description
      World Rugby hosting     £70,000
      grant
      Sponsorship               Local sponsorship rights
      Ticketing                 All ticketing revenue
      Hospitality               Corporate hospitality and travel packages
      Concessions               All in stadia concession vending
      Broadcast                 All local territory broadcast rights

    World Rugby expenditure

      Item                   Description
      Flights                 Team flights from a central hub to the nearest
                                international airport to the venue
                              Match officials flights
      Broadcast               Broadcast and highlights packages
                              Graphics packages and operators
                              Television director
      Accommodation           Accommodation requirements for World Rugby
                                operational staff and broadcast staff
      Player information      Player information and statistics management
      management

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        Host Union expenditure

         Item                    Description
         Human Resources          Seconded and volunteer operations staff members as
                                    required
                                  Technical Zone Management team, scorer, time keeper
                                  Assistant Referees and In Goal Judges
                                  Liaison officers
                                  Accreditation and security staff
                                  All medical staff
                                  Costs will include transport, accommodation, meals and
                                    allowances
         Finance                  All insurances necessary for the event.
         Tournament Hotel         Team full board accommodation (including 3 athlete
                                    friendly meals) including 6 twins, 3 singles for each of the
                                    12 teams for 6 nights maximum.
                                  Teams are permitted to bring max 3 extra staff at their
                                    own cost.
                                  Full board Accommodation for match officials (including
                                    10 international referees and management and all
                                    assistant referees, in-goal referees and technical zone
                                    managers)
                                  Full board Accommodation for judicial team
                                    (approximately 3)
                                  4 Meeting rooms available extensively throughout the
                                    teams stay.
         Technology               All IT requirements in the team hotel which will include
                                    high speed upload and download in the Tournament
                                    office, bedrooms and public spaces
                                  Fixed internet line in at least two rooms with high speed
                                    upload and download
                                  High speed upload and download wifi at the match
                                    venue
                                  Cabled broadband positioned in at least 10 areas
                                    around the match venue
                                  Separate streaming capability
         Security                 Any additional security required at hotels, training or
                                    match venues or during transport to and from any of the
                                    above
         Accreditation            Accreditation pass production
                                  In stadia accreditation zone information posters
         Transport                All ground transport for teams, referees and staff (World
                                    Rugby and local) including airport pick up and return, trips
                                    to training venues and match venues.
         Judicial / Citing        Equipment required for citing positions and hearing room
         Match officials          Physiotherapy for the match officials available for 2 days
                                    during the Tournament
                                  Match officials communications system
         Medical                  Medical equipment as per World Rugby requirements
                                  Match day doctor

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                                Medical room doctor
                                Medical room nurses
                                Ambulance and staff
                                Pitch retrieval staff
      Team Services             Two litres of water and one litre of isotonic drinks for all
                                 15 squad members for all teams per day from the day of
                                 arrival.
                                One extra litre of water required for 15 people per team
                                 on match day
                                Water and isotonic for referees on training days and
                                 match day. Water and isotonic for match officials team
                                 on match days.
                                Water for staff on match and non-match days
                                Ice and ice baths for all teams and match officials
                                Physiotherapy requirements for the Teams
                                Laundry for 15 squad members and referees team for
                                 each training day. Two sets of match kit per player and
                                 referee on match day one
                                Additional towels should be provided to teams and
                                 referees for training and match days
      Match venue               Match venue hire for each match day. Extra time may
                                 be required to rig and de-rig for IT and broadcast
                                 provisions
                                Scoreboard and clock
                                Hot food available in the stadium for athletes, referees,
                                 judicial and tournament staff including World Rugby staff
                                 on match days
      Training Venue            Hire of 4 excellent quality training venues for a minimum
                                 of 4 days prior to match day
                                Training equipment such as cones and shields
                                Hire of a suitable sized pool if there is no such pool in
                                 the hotel and suitable gym facilities with high
                                 performance equipment
      Marketing                 Costs associated with marketing the event
                                PR Campaign collateral
      Image and look            Branded items such backdrops, perimeter boards
                                Directional signage
                                Promotional material
      Broadcasting              Five camera HD production
      Ceremonies                Presentation podium and three winner’s boards
                                Any opening of closing ceremony costs
      Sports presentation       Entertainment costs for a PA and DJ on each match day
                                On pitch entertainment in schedule breaks
      Final Function            A final function may be held for all teams, match officials,
                                 World Rugby personnel and staff at the Host Union's cost.

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                                Deed of Confidentiality

        [INSERT UNION NAME]
        [INSERT UNION ADDRESS]

        For the attention of:

        [INSERT DATE]

        Dear [INSERT UNION CONTACT NAME],

        Confidentiality Deed relating to the Invitation to Tender (hereinafter referred to as
        the “Deed”)

        The HSBC World Rugby Women’s Sevens Series (the ‘Series’) will resume in 2016/2017.
        Each Series is comprised of a number of tournaments worldwide (each known as a
        “Tournament”). World Rugby Tournaments Limited (“World Rugby Tournaments”) is the
        owner of the right to stage and organise the Series. World Rugby Tournaments is a wholly-
        owned company of World Rugby, the world governing body for rugby union.

        The [INSERT UNION NAME] of [INSERT UNION ADDRESS], (the “Union”), has expressed
        an interest in hosting a Tournament and wishes to receive the hosting operational
        documentation and tender submission form (separately and collectively, the “ITT”) in order
        that it may tender to become the Host Union of a Tournament (the “Tender”). As a condition
        of sending the ITT to the Union and sharing with it certain other Information (as defined
        below), World Rugby Tournaments requires the Union to agree to the terms and obligations
        set out in this Deed relating to use, confidentiality and non-disclosure. For the avoidance of
        doubt this Deed and the provisions herein shall continue until one year after the end of the
        final match in the Series in 2019

        1.     The “Information” includes both World Rugby Tournaments Information and Tender
               Union Information as defined in Clauses 1.1 to 1.3 below:

               1.1     "World Rugby Tournaments Information" means:

                       The ITT and related documents, the hosting criteria for the Tournament as
                       determined by World Rugby Tournaments, Host Union Agreement
                       specifications and content, any and all World Rugby Tournaments tender
                       documentation from time to time distributed, any financial criteria and/or
                       information provided by World Rugby Tournaments in relation to the
                       Tournament, information on previous tournaments to assist the preparation
                       of tenders, World Rugby Tournaments correspondence in relation to the ITT
                       and/or Tender and feedback (in any form) in connection therewith, World

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                    Rugby Tournaments tender analysis reports, any aspect of the commercial
                    rights and/or commercial rights structure for the Tournament as determined
                    by World Rugby Tournaments, Participating Union Agreement information
                    and/or documentation, information relating to World Rugby or World Rugby
                    Tournaments and/or its or their associated entities, officers, employees,
                    agents and representatives, whether provided before or after the date of this
                    Deed.

            1.2     "Tender Union Information" means:

                    All financial, commercial and taxation information in respect of the Tender
                    including, but not limited to, all forecasted revenues and expenditures
                    pertaining to the Tender including Government or other third party financial
                    support, any taxation information and any financial arrangements with other
                    parties in connection with the Tender and any other local hosting
                    arrangements.

            1.3     The Information may be in any form including, but not limited to, oral,
                    written, electronic, graphic or electromagnetic form.

     2.     During the term of this Deed and after expiry or termination of the same howsoever
            arising the Union shall:

            2.1     keep the Information (or any part thereof) strictly confidential and not disclose,
                    produce, release, permit access to or publish the Information to any person
                    or entity other than its employees, officers, professional advisers and such
                    other personnel as may be agreed in advance in writing by World Rugby
                    Tournaments;

            2.2     use the Information (or any part thereof) only for the purposes of responding
                    to the ITT documentation referred to above and/or making presentations to
                    World Rugby Tournaments and/or World Rugby Council Members;

            2.3     not copy or reproduce any or all of the Information except as is reasonably
                    necessary for the purposes of responding to the ITT;

            2.4     procure that the employees, officers, professional advisers and other
                    personnel referred to in clause 2.1 are bound by the same use, confidentiality
                    and non-disclosure obligations as included in this Deed and that any
                    Information is only disclosed, released, published or used in accordance with
                    and subject to the same terms and conditions as those on which the Union is
                    permitted to disclose, release, publish or use such Information pursuant to
                    this Deed; and

            2.5     take full responsibility for a any breach of these confidentiality and non-
                    disclosure obligations by the employees, officers, professional advisers and
                    other personnel referred to in clause 2.1.

            Notwithstanding the above, the obligations set out in this clause 2 do not apply to
            Information which is required and ordered to be disclosed by a Court of competent
            authority or by a regulatory authority recognised by World Rugby Tournaments.

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        3.    The Information shall be deemed not to include:

              3.1    information which is or comes into the public domain otherwise than when, in
                     the opinion of World Rugby Tournaments, it has come into the public domain
                     through the Union's default or the default of those for which the Union is
                     responsible; or

              3.2    information which is already lawfully and properly in the Union's possession
                     at the date of disclosure provided that:

                     a) such information can be shown to have been in the Unions’ possession
                        to the reasonable satisfaction of World Rugby Tournaments,

                     b) such information is not known to the Union to be subject to any other
                        obligations of confidentiality, secrecy or other restrictions.

        4.    In the event that the Union wishes to form a partnership, consortium, organising
              committee or any other joint venture arrangement with any other person(s), entity(s),
              company(s), union(s) or authority(s) in relation to hosting the Tournament, then the
              Union hereby undertakes to ensure that the Information will be made available to
              such other person(s), entity(s) or company(s) or union(s) or authority(s) only to the
              extent that it is strictly necessary and only on the pre-condition that such other
              person(s), entity(s),company(s),union(s) or authority(s) are made aware of and
              comply with all the Union’s obligations of confidentiality under this Deed as if that
              entity were a party to this Deed and will be bound by the same use, confidentiality
              and non-disclosure obligations as are included in the provisions of this Deed. For the
              avoidance of doubt, the Union shall remain primarily liable for any breach of this
              Deed by any third party to whom it has provided Information.

        5.    The Union agrees and undertakes, and procures that all of its employees, officers,
              professional advisers and other personnel referred to in clause 2.1 agree and
              undertake, that it shall not disparage, denigrate or otherwise bring into disrepute
              World Rugby, World Rugby Tournaments, the Tournament (including, but not limited
              to, the commercial, financial and hosting terms), any other union or any individual or
              group of individuals connected to World Rugby, World Rugby Tournaments, the
              Tournament or any other union, including in relation to the expression of interest,
              tender or hosting of the Tournament by any other union or any decision of World
              Rugby or World Rugby Tournaments.

        6.    The Union agrees that it shall, immediately on World Rugby Tournaments’ written
              request, and in any event on the termination of this Deed (as set out below), return
              to World Rugby Tournaments or destroy all materials (including documents, papers,
              computer disks or CDs and any other media or form in which the Information is
              produced or stored) at World Rugby Tournaments’ option, or take such other steps
              as World Rugby Tournaments may direct relating to the Information.

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     7.     This Deed shall commence on the date hereof as stated above and shall continue in
            force until it terminates one year after the final match of the Tournament. The
            termination of this Deed shall not affect any accrued rights or liabilities of either party
            nor shall it affect the coming into force or the continuance in force of any provision
            of the Deed which is expressly or by implication intended to come into force or
            continue in force on or after that termination, including, without limitation, clause 2
            above.

     8.     The Union agrees that the provision of the Information by World Rugby Tournaments
            does not and will not constitute an offer of the position of Host Union for the
            Tournament by World Rugby Tournaments unless and until a definitive written
            agreement has been executed between both parties in relation thereto. Prior to such
            time, it may be necessary for World Rugby Tournaments to change any terms and
            conditions relating to the EOI, ITT and/or the obligations and rights involved, for
            example (but not exclusively) in light of regulatory considerations. The Union further
            acknowledges and agrees that World Rugby Tournaments shall not be obliged to
            enter into any further contractual arrangements with the Union in respect to an offer
            of the position of Host Union for the Tournament and such appointment shall be
            made at World Rugby Tournaments' sole discretion.

     9.     Although it tries to ensure that all Information it shares with the Union is accurate and
            complete, World Rugby Tournaments does not make or give any warranty,
            representation or undertaking (express or implied) and/or no responsibility or liability
            is or will be accepted by or on behalf of World Rugby Tournaments in relation to the
            accuracy or completeness of any Information and all express or implied warranties,
            representations or undertakings to that effect are hereby excluded.

     10.    Without prejudice to any other rights or remedies that World Rugby Tournaments
            may have, both parties acknowledge and agree that damages would not be an
            adequate remedy for breach of this Deed. In the event of a breach or threatened
            breach of this Deed by the Union, World Rugby Tournaments shall be entitled to
            seek the remedies of injunctions and/or specific performance and/or any other
            equitable relief and both parties agree that no proof of special damages shall be
            necessary for the enforcement of this Deed.

     11.    The Union acknowledges World Rugby Tournaments’ proprietary rights in the
            Information at all times, including after termination of this Deed, notwithstanding the
            cause of such termination and agrees that the disclosure of the Information to the
            Union shall not be deemed to confer any rights whatsoever on the Union in respect
            of the Information or any part thereof (including, but not limited to granting the Union
            any right or licence to the Information for any use other or further than for the
            purposes of responding to the ITT as described herein). Furthermore, as between
            World Rugby Tournaments and the Union, World Rugby Tournaments will own the
            rights to use and intellectual property for ITT and any work done on behalf of World
            Rugby Tournaments presented as part of the tender process. By providing a
            response to the EOI and/or ITT, the bidder assigns all intellectual property rights in
            such work to World Rugby Tournaments.

     12.    The Union agrees and undertakes that it shall not make any press release, press
            conference and/or other media announcement without World Rugby Tournaments’s

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              prior written approval of the release, conference and/or announcement and the terms
              thereof.

        13.   World Rugby Tournaments shall be entitled to issue a publicity statement confirming
              that the Union has lodged a Tender to host the Tournament and other relevant details
              in relation to the bid.

        14.   Save for any person or entity referred to in this Deed, a person who is not party to
              this Deed has no right to enforce any term of this Deed under the Contracts (Rights
              of Third Parties) Act 1999.

        15.   The provisions of this Deed shall be severable. In the event that any of the provisions
              hereof are held to be invalid, void or otherwise unenforceable, the remaining
              provisions shall remain enforceable to the fullest extent permitted by law.

        16.   The Union shall not assign, transfer, charge, encumber or otherwise deal with the
              whole or part of this Deed or its rights or obligations hereunder without the prior
              written consent of World Rugby Tournaments.

        17.   The Union shall act in good faith in relation to the performance of its obligations under
              this Deed.

        18.   On an alleged or apparent breach or breaches of the terms of this Deed, World
              Rugby Tournaments may, in its sole discretion, treat such breach as being contrary
              to World Rugby Regulations and takes such steps as it considers appropriate
              thereunder. Any such action shall be without prejudice to its rights to take any other
              action whatsoever in relation to the alleged or apparent breach or breaches in
              question.

        19.   Any and all costs incurred (directly or indirectly) by you or on your behalf in preparing
              and submitting any aspect of the Tender process shall be borne solely by you.

        20.   All submissions and correspondence in relation to the Tender process shall be in the
              English language.

        21.   No liability whatsoever, whether in contract, tort or otherwise, is accepted by World
              Rugby Tournaments (or any associated companies) in relation to the ITT or any
              aspect of the Tender process or any Information disclosed in connection with it, in
              respect of any costs, liabilities, damages or expenses incurred by you or any third
              party.

        22.   World Rugby Tournaments reserves the right (in its absolute discretion) to suspend,
              discontinue, modify and/or terminate the ITT at any time.

        23.   You should be aware that no terms that seek to restrict in any way the discretion of
              World Rugby Tournaments in this bid process will be accepted. In submitting a bid,
              you expressly waive any right of action you may have against World Rugby
              Tournaments or World Rugby (or any associated companies) with regard to the
              Tender process. For the avoidance of doubt, submission of a bid does not involve
              the creation of any contract.

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     24.    World Rugby Tournaments reserves the right to determine how to progress any
            negotiations following submission of bids and to appoint any third party or parties
            within the absolute discretion of World Rugby Tournaments (in relation to any or all
            rights detailed in this document), on any terms and conditions (and the right not to
            appoint any third party at all), notwithstanding anything in the ITT or in any response
            received by World Rugby Tournaments. Selection of any bidders and the manner in
            which negotiations are conducted shall be at World Rugby Tournaments’ absolute
            discretion. You acknowledge that World Rugby Tournaments shall have the sole right
            to determine whether or not negotiations shall be conducted on an exclusive basis
            and to determine the period of the negotiation.

     25.    This Deed may be executed in any number of counterparts and by the parties on
            separate counterparts, each of which when executed shall constitute an original, but
            all of which when taken together shall constitute one and the same Deed.

     26.    The EOI and this Deed shall be governed by, and construed in accordance with the
            laws of England and Wales and the parties agree to irrevocably submit to the
            exclusive jurisdiction of the English courts.

     If you agree with the terms of this Deed, please arrange for two copies of the Deed, as
     enclosed, to be properly signed and witnessed by and on behalf of the Union. The witness
     must be an independent third party and not, for example, an employee of the Union.

     One copy should be emailed to World Rugby Tournaments for the attention of Alison
     Hughes, Competitions Operations Manager, Alison.hughes@worldrugby.org and the two
     original copies of the Deed should then be couriered back to World Rugby Tournaments at
     the address above. World Rugby Tournaments shall then arrange for the two copies of the
     Deed to be signed by and on behalf of World Rugby Tournaments and an original
     counterpart of the Deed shall be returned to the Union for retention on its files.

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Tender Process
                                                                          January 2016

        SIGNED as a DEED and DELIVERED by )
        WORLD RUGBY TOURNAMENTS LIMITED               )

        Director      :           _______     _____          Witness:

        Director/Secretary:                    Witness:

        SIGNED as a DEED and DELIVERED by      )
        [UNION]                                )
        In accordance with its applicable      )
        constitutional requirements            )

        Director                         _______      ____   Witness

        Director/Secretary                     Witness

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