USDT Sponsorship Agreement Review and Successful Contract Execution with an Overseas Participant

Client Information

Corporate / Business Entity

 

Case Details

The client was preparing a digital asset industry event in Korea and planned to enter into booth operation and sponsorship agreements with domestic and overseas exchanges, projects, and other participating companies.

The sponsorship package included booth space, speaking sessions, logo placement, media exposure, and other promotional benefits. The sponsorship fee was structured to be paid in USDT, while Korean value-added tax was to be invoiced and paid separately in KRW.

Before circulating the agreement to potential participants, the client requested a legal review of the USDT payment structure, wallet transfer risks, VAT conversion method, control over unlawful promotional content, and the refund and cancellation terms applicable to sponsors.

DECENT Law Firm reviewed the agreement from both a digital asset regulatory perspective and a practical event-management perspective.


▪️ USDT Payment Structure and Allocation of Risk

The agreement was revised to provide that payment would be deemed complete only when the USDT was finally confirmed in the organizer’s designated wallet.

It also clarified responsibility for transfer fees, incorrect network selection, wallet address errors, Travel Rule requirements, and delays caused by insufficient corporate documentation.


▪️ KRW VAT Conversion Standard

The sponsorship fee and VAT payment structure were separated so that VAT would be paid in KRW.

The agreement was amended to apply the publicly announced USD/KRW exchange rate on the invoice date, with the rate from the preceding business day applying when the invoice date fell on a public holiday or market closure date.


▪️ Control over Unlawful Event Content

The agreement granted the organizer the right to request correction of presentations or promotional materials that could violate applicable Korean laws, including content involving excessive investment solicitation or the unauthorized sale or brokerage of digital assets.

It also allowed the organizer to suspend a booth or presentation if the violation was not corrected and clarified the participant’s liability where unlawful content resulted in regulatory action, claims, or losses to the organizer.


▪️ Negotiation with the Overseas Participant

After the draft agreement was circulated, an overseas participant requested revisions relating to refunds for unprovided benefits, liability limitations, cancellation fees, and changes to the event program.

DECENT preserved the organizer’s operational authority while incorporating commercially reasonable protections, including:

• A prior opportunity for the organizer to cure any failure to provide material sponsorship benefits

• A tiered cancellation and refund structure based on the timing of cancellation

• Exceptions to liability caps for willful misconduct, gross negligence, or legal violations

• Prior written consent where sponsorship benefits would be materially reduced

DECENT then finalized the English-language agreement so that the negotiated terms were clearly reflected and enforceable under Korean law.