Sports TV Rights Agreements

Abstract

Sport is now big business globally and there is, therefore, a lot to play for, from both a sporting and a financial point of view. Indeed, as the former UK Sports Minister, Richard Caborn, who, incidentally, initiated the EU ‘White Paper’ on Sport during the UK Presidency of the EU in the second half of 2005, has pointed out

Appendices

Appendices

13.1.1 Appendix 1

Sports Broadcast Licence Agreement*¹⁶

This Agreement is made this day of 2[ ]

Between

• (1) [ ] [ ] whose registered office is at [ ] (“the Organiser”)

• (2) [ ] [ ] whose registered office is at [ ] (“the Broadcaster”)

Recitals

• A. The Organiser is the organiser of the Event (as defined in this Agreement)

• B. The Organiser wishes to grant Broadcaster certain rights in connection with the [live and delayed broadcast] of the Event

Operative Provisions

• 1. Definitions And Interpretation

  • 1.1 In this Agreement the following terms have the following meanings

    • “Broadcast Substitution” means the ability to superimpose an electronic image onto any surface whether real or imaginary or the ability to alter any image by any means whether electronic or otherwise

    • “the Commercial Partners” means [ ]

    • “the Event” means the event which is planned to be run on the dates and at the time set out in Schedule 1

    • “the Event Feed” means the live audio visual feed signal of the Event produced by the Producer to that detailed technical specification set out at Schedule 3

    • “the Event Marks” means [insert details]

    • “Excerpts” means excerpts from the Event Feed each having a duration not exceeding thirty (30) seconds

    • “Exclusive Period” means in respect of the Event the period commencing at the beginning of the Event and termination [ ] hours following the conclusion of the Event

    • “the Governing Body” means [ ]

    • “Intellectual Property” means patents trade marks (whether registered or unregistered) rights in any designs (whether registered or unregistered) and applications for any of the foregoing trade or business names copyright and rights in performances database rights goodwill and any other rights of intellectual property in any part of the world of whatever nature

    • “Permitted Methods” means any and all of those methods forms or formats of broadcast [and/or making available to the public] of audio-visual materials set out at Schedule 5 (and the phrase “Permitted Method” shall be construed accordingly) “the Pictures” means those moving pictures (together with any associated sound but excluding commentary) of and relating to the Event arising out of the Event Feed

    • “the Producer” means [insert name] or such other person as the Broadcaster appoints to produce the Event Feed

    • “the Programme” means the audio-visual programme complying in all respects with the Programme Guidelines produced by the Broadcaster pursuant to its rights granted in this Agreement based on and including the Event using the Event Feed as described in detail at Schedule 2

    • “Programme Guidelines” means those detailed guidelines describing the nature and content of the Programmes set out at Schedule 4

    • “Recorded Highlights” means an edited highlights version of or précis of the Event edited using the Event Feed having a total duration not exceeding thirty (30) minutes in total

    • “the Rights” means the right (where applicable in accordance with the Programme Guidelines) at its own cost to

      • (i) produce the Programme

      • (ii) add commentary and sound to the Event Feed in producing the Programme

      • (iii) insert on-screen graphics and information within the Programme

      • (iv) broadcast [and/or make available to the public] the Programme by means of live or delayed recorded encrypted broadcast by a Permitted Method

      • (v) advertise promote or publicise the Programme by broadcast of advertising materials in respect of the same approved in writing by the Organiser to its audience

    • “the Term” means the period from the date of this Agreement up to and including the date following [ ] days following the conclusion of the Event

    • “the Territory” [insert details]

• 2. Licensed Rights

  • 2.1 Subject to and in consideration of the terms of this Agreement the Organiser grants to the Broadcaster (on an exclusive basis in accordance with the terms of and subject to the limitations set out at clause 3) the Rights in the Territory during the Term

  • 2.2 The Organiser reserves to itself all rights in and in relation to the Event and/or the broadcast or making available to the public of any audio-visual materials depicting the Event other than the Rights

• 3. Exclusivity

  • 3.1 The Organiser agrees that it shall not grant itself or permit any other person to grant to any person other than the Broadcaster the Rights during the Term and in the Territory

  • 3.2 Save as set out at clause 3.1 (and subject only to clause 3.3) the Organiser gives no warranty or undertaking to the Broadcaster that no other person shall without the express grant of rights by the Organiser to do so broadcast or make available to the public any audio-visual materials depicting the Event

  • 3.3 The Broadcaster understands and acknowledges that the Organiser shall grant to other persons the right into alia to broadcast and/or make available to the public audio-visual materials depicting the Event during the Term

    • 3.3.1 and in the Territory by way of methods and/or forms or formats other than the Permitted Methods

    • 3.3.2 and in the Territory by way of any method form or format by way of Excerpts and/or Recorded Highlights provided no such materials may be broadcast or made available to the public until the expiry of the Exclusive Period

    • 3.3.3 outside the Territory by way of any method form or format in any way or manner and in the event that any such broadcast or making available to the public becomes capable of reception or access by any means and/or for any reason in the Territory as a result of any satellite “overspill” which may not practicably and economically be avoided the Organiser shall not be liable to the Broadcaster as a result thereof for any breach of any exclusivity granted to the Broadcaster pursuant to this Agreement

• 4. Expenses and Fees

  • 4.1 Each party shall bear its own costs of complying with the terms of and undertaking its obligations under this Agreement

  • 4.2 In consideration of the rights granted pursuant to this Agreement the Broadcaster shall pay to the Organiser the following sums on the following dates [ ]

  • 4.3 All sums payable hereunder are exclusive of any VAT which where appropriate shall be paid by the Broadcaster in addition

• 5. Obligations of the Broadcaster

  • 5.1 The Broadcaster shall produce the Programme to a standard of at least the same quality and have the same production standards as other sports programming currently being produced by the Broadcaster and shall comply in all respects with the Programme Guidelines

  • 5.2 The Broadcaster shall pay its own costs of production of the Programme

  • 5.3 The Broadcaster shall use its best endeavours to exploit the Rights licensed to it under this Agreement by procuring the broadcast of the Programme in the Territory simultaneously with the Event or at the times dates and from the locations set out in Schedule 2

  • 5.4 If the Broadcaster is for any reason unable to transmit the Programme as required by this clause it shall do so as soon as reasonably practicable afterwards

  • 5.5 The Broadcaster shall

    • 5.5.1 not appoint a broadcast sponsor or grant any sponsorship rights over the Rights the Event or the Programme

    • 5.5.2 not accept any advertising intended for transmission during immediately before or after the Programme that is in the reasonable opinion of the Organiser in direct competition with the Organiser or any Commercial Partners

    • 5.5.3 not do anything which in the reasonable opinion of the Organiser is or might be prejudicial or defamatory to the name and image of the Organiser the Governing Body the Event or the sport of [ ]

    • 5.5.4 comply with and observe all provisions in the Governing Bodies’ rules and regulations from time to time in force

    • 5.5.5 comply with all particular laws and regulations applicable to the exploitation of the Rights and the organisation of the Event

    • 5.5.6 not effect any Broadcast Substitution on any signal transmitting the Programme unless specifically requested in writing by the Organiser

    • 5.5.7 at its expense select and provide announcers commentators technical and other personnel sufficient to produce the Programme

    • 5.5.8 not interfere with the running of the Event

    • 5.5.9 use its best endeavours to provide two (2) hours broadcast coverage (whether live or delayed) during each day of the Event

    • 5.5.10 arrange for and be responsible for all necessary licences clearances permissions and fees required in connection with the production and distribution of the Programme and the exercise of the Rights

    • 5.5.11 procure that the Event Feed complies with the requirements of the specification set out at Schedule 3 and provide in accordance with the technical facilities required as set out at Schedule 7 a clean feed of the Event Feed to the Organiser in real time during the entire duration of the Event

    • 5.5.12 provide access to footage extracted from the Event Feed and/or the Programme for use by other broadcasters in accordance with the new Code of Practice from time to time

    • 5.6 The Broadcaster shall procure that its personnel agents and independent contractors comply with all reasonable directions given by the Organiser its employees agents and representatives in relation to the positioning of its personnel and equipment at the Event

• 6. Approvals

  • 6.1 In respect of any materials for which the approval of the Organiser is required for any reason pursuant to this Agreement the Broadcaster may submit such materials at any time to the Organiser for such approval and the Organiser will use reasonable endeavours to notify in writing its approval or disapproval of the same to the Broadcaster within seven (7) working days of receipt of the same. In the event that it notifies its approval the Broadcaster may make use of the same in accordance with this Agreement. If the Organiser notifies its disapproval of the same the Broadcaster shall be entitled to submit its alternative proposals at any time. In the event that the Organiser notifies neither its approval or disapproval within seven (7) working days of receipt of the said materials it shall be deemed to have approved the same and the relevant provisions of this clause 6.1 shall apply. The Organiser shall not in any event unreasonably withhold delay or condition any approval so required pursuant to this Agreement

• 7. Obligations of the Organiser

  • 7.1 The Organiser shall use its reasonable endeavours to ensure that the Event is properly and professionally organised

  • 7.2 The Organiser shall procure that the Broadcaster has access for its personnel and equipment at the Event at the times reasonably required by the Broadcaster and at no charge to the Broadcaster. In addition the Organiser shall ensure that the Broadcaster has access to the power supply car parking space for its equipment and personnel at the event and such other facilities as are set out at Schedule 8 and the Broadcaster agrees to bear the reasonable agreed costs of such facilities as listed at the said Schedule 8 such sums as are set out there being invoiced to the Broadcaster within seven (7) days of the date of this Agreement

  • 7.3 The Organiser shall provide or shall procure that the Broadcaster is provided with such information as the Broadcaster may reasonably request in relation to the Event

  • 7.4 Subject to the terms of this Agreement the Organiser grants to the Broadcaster the non-exclusive right to incorporate the Event Marks in the Programme and in exploiting the Rights

  • 7.5 The Organiser will endeavour to make participants in the Event available to the Broadcaster for the purposes of interviews and commentary for the Programme and reasonable promotional and cross-promotional activities relating to the Programme

• 8. Ownership of the Rights

  • 8.1 The Broadcaster with full title guarantee hereby assigns absolutely to the Organiser any and all Intellectual Property in and in relation to the Event Feed and the Pictures (by way where applicable of present assignment of future copyright and/or other future rights) to hold the same to the Organiser absolutely for its own benefit

  • 8.2 In consideration of the payment to it of the fees referred to at clause 4.2 the Organiser hereby grants to the Broadcaster (by way where applicable of present licence of future copyright or other future rights) the right by way of non-exclusive licence to use the Event Feed and the Pictures in relation to the exercise by it of the Rights for the Term in the Territory in accordance with the terms of this Agreement

• 9. Warranties and Indemnities

  • 9.1 Each party warrants to the other that it has the full right power and authority to enter into and perform its obligations under this Agreement

  • 9.2 The Broadcaster shall indemnify the Organiser against any loss cost charge liability or expense the Organiser (or any employee of the Organiser or any Commercial Partner) may sustain or incur as a direct or indirect consequence of the breach by the Broadcaster of any of its obligations under this Agreement

• 10. Intellectual Property

  • 10.1 The Broadcaster shall promptly and fully notify the Organiser of any actual threatened or suspected infringement in the Territory of any Intellectual Property of the Organiser which comes to the Broadcaster’s notice and of any claim by any third party so coming to its notice and the Broadcaster shall at the request and expense of the Organiser do all such things as may be reasonably required to assist the Organiser in taking or resisting any proceedings in relation to any such infringement or claim

  • 10.2 Nothing in this Agreement shall give the Broadcaster any rights in respect of any Intellectual Property or the Event Marks used by the Organiser in relation to the Event or of the goodwill associated therewith and the Broadcaster acknowledges that except as expressly provided in this Agreement it shall not acquire any rights in respect thereof and that all such rights and goodwill are and shall remain vested in the Organiser

  • 10.3 The Broadcaster shall not use any trade marks or trade names so resembling the Event Marks or trade names of the Organiser or of the Governing Bodies as to be likely to cause confusion or deception

  • 10.4 The Broadcaster shall not authorise any third party to use the Event Marks or any Intellectual Property of the Organiser or of the Governing Bodies. If any third party requires the use of the Event Marks or any Intellectual Property of the Organiser or of the Event then the Broadcaster shall inform the Organiser of such requirement. The Organiser may (in its absolute discretion and where it is able to) grant such third party the right or licence required

  • 10.5 The Broadcaster shall at the expense of the Organiser take all such steps as the Organiser may reasonably require to assist the Organiser in mainlining the validity and enforceability of the Intellectual Property of the Organiser during the continuance of this Agreement

  • 10.6 Without prejudice to the right of the Broadcaster or any third party to challenge the validity of any Intellectual Property of the Organiser the Broadcaster shall not do or authorise any third party to do any act which would or might invalidate or be inconsistent with the Intellectual Property of the Organiser and shall not omit or authorise any third party to omit to do any act which by its omission would have that effect or character

  • 10.7 The Broadcaster shall take such reasonable action and steps in relation to any potential or actual infringement of its Intellectual Property in the Rights which comes to its notice as the Organiser shall at the request and expense of the Broadcaster do all such things as may be reasonably required to take or remit any proceedings in relation to such infringement of the Rights

  • 10.8 The Broadcaster shall not grant any rights in connection with or deriving out of the Rights or otherwise share in its exploitation of the Rights or of any benefit arising out of or in connection with this Agreement with any third party save with the express written consent of the Organiser at its discretion

• 11. Confidentiality

  • 11.1 Confidentiality

    • 11.1.1 Subject to sub-clauses 11.2 and 11.3 each party

      • 11.1.1.1 shall treat as strictly confidential and use solely for the purposes contemplated by this Agreement all documents materials and other information whether technical or commercial obtained or received by it as a result of entering into or performing its obligation under this Agreement and relating to the negotiations relating to or the provisions or subject matter of this Agreement (“confidential information”) and

      • 11.1.1.2 shall not accept with the prior written consent of the party from whom the confidential information was obtained publish or otherwise disclose to any person any confidential inuformation

  • 11.2 Permitted disclosures

    • 11.2.1 Each party may disclose confidential information which would otherwise be subject to sub-clause 11.1 if but only to the extent that it can demonstrate that

      • 11.2.1.1 such disclosure is required by law or by any securities exchange or regulatory or governmental body or Governing Body having jurisdiction over it wherever situated (and including without limitation the London Stock Exchange the Panel on Takeovers and Mergers and the Serious Fraud Office) and whether or not the requirement has the force of law

      • 11.2.1.2 the confidential information has come into the public domain other than through its fault or the fault of any person to whom the confidential information has been disclosed in accordance with sub-clause 11.3

      • 11.2.1.3 the said disclosure is to its legal or other professional advisers

  • 11.3 Persistence of restrictions

    • 11.3.1 The restrictions contained in this clause shall survive the termination of this Agreement

• 12. Termination

  • 12.1 Either party may terminate this Agreement forthwith upon notice in the event that the other

    • 12.1.1 commits a material breach of any obligation under this Agreement which breach is incapable of remedy or cannot be remedied prior to commencement of the Event

    • 12.1.2 commits a material breach of any obligation under this Agreement and if such breach is capable of remedy fails to so remedy such breach within [ ] days of receiving notice from the other requiring remedy

    • 12.1.3 enters into a composition or arrangement with its creditors has a receiver or administrator or administrative receiver appointed or becomes insolvent or unable to pay its debts when they fall due

    • 12.1.4 Consequences of termination

      • 12.1.4.1 Upon termination in accordance with clause 12

        • 12.1.4.1.1 the rights and obligations of the parties under this Agreement shall terminate and be of no future effect except that clauses 10 and 11 shall remain in full force and effect

        • 12.1.4.1.2 any rights or obligations to which any of the parties to this Agreement may be entitled or be subject before such termination shall remain in full force and effect

        • 12.1.4.1.3 termination shall not affect or prejudice any right to damages or other remedy which the terminating party may have in respect of the circumstances which gave rise to the termination or any other right to damages or other remedy which any party may have in respect of any breach of this Agreement which existed at or before the date of termination

    • 12.1.5 Effect on the rights

      • 12.1.5.1 If either party terminates this Agreement under clause 12 or this Agreement terminates otherwise for any reason during or immediately after the Event has been held that termination will not affect the assignment of all rights assigned to the Organiser pursuant to this Agreement whether pursuant to clauses 8.1 or otherwise but forthwith upon such termination the Broadcaster shall forthwith cease to have any right to enjoy or exploit the Rights

• 13. Force Majeure

  • 13.1 Neither party to this Agreement shall be deemed to be in breach of this Agreement or otherwise liable to the other as a result of any delay or failure in the performance of its obligations under this Agreement if and to the extent that such delay or failure is caused by force majeure (as defined in sub-clause 13.2) and the time for performance of the relevant obligation(s) shall be extended accordingly

  • 13.2 Definition of force majeure

    • 13.2.1 For the purpose of this clause “force majeure” means any circumstances not foreseeable at the date of this Agreement and not within the reasonable control of the party in question including without limitation

      • 13.2.1.1 any strike lockout or other industrial action or any shortage of or difficulty in obtaining labour or raw materials

      • 13.2.1.2 any destruction temporary or permanent breakdown malfunction or damage of or to any premises plant equipment (including computer systems) or materials

      • 13.2.1.3 any breach of contract default or insolvency by or of any third party (including an agent or sub-contractor) other than a company in the same group as the party affected by the force majeure or an employee or officer of that party or company

      • 13.2.1.4 any action taken by government or public authority of any kind including not granting a consent exemption approval or clearance

      • 13.2.1.5 any civil commotion or disorder riot invasion war threat of or preparation of war

      • 13.2.1.6 any fire explosion storm flood earthquake subsidence epidemic or other natural physical disaster

  • 13.3 Obligations of affected party

    • 13.3.1 A party whose performance of its obligations under this Agreement is delayed or prevented by force majeure

      • 13.3.1.1 shall forthwith notify the other party of the nature extent effect and likely duration of the circumstances constituting the force majeure

      • 13.3.1.2 shall use all reasonable endeavours to minimise the effect of the force majeure on its performance of its obligations under this Agreement and

      • 13.3.1.3 shall subject to sub-clause 13.4 forthwith after the cessation of the force majeure notify the other party thereof and resume full performance of its obligations under this Agreement

  • 13.4 Termination for force majeure

    • 13.4.1 If (where the terms of clause 14 do not apply) any force majeure delays or prevents the performance of the obligations of either party for a continuous period in excess of one (1) month the party not so affected shall then be entitled to give notice to the affected party to terminate this Agreement specifying the date (which shall not be less than seven (7) days after the date on which the notice is given) on which termination will take effect. Such a termination notice shall be irrevocable except with the consent of both parties and upon termination the provisions of clauses 12.1.4 and 12.1.5 apply

• 14. Governing Body Compliance

  • 14.1 This Agreement is expressly subject to the rules and regulations of [the Governing Bodies] wherever relevant and nothing in this Agreement shall in any way prevent or restrict the Organiser from abiding by the said rules and regulations and/or the terms of sponsorship of any tournament league and/or event in which the Organiser at any time participates and for the avoidance of doubt in the event that any of the said rules and regulations and/or any such condition or term of sponsorship in any way conflicts with any obligation arising pursuant to this Agreement then that rule of regulation and/or condition or term of sponsorship shall prevail over the conflicting obligation arising pursuant to this Agreement and no failure by the Organiser to comply with such an obligation arising pursuant to this Agreement shall be construed as or have the effect of comprising any breach of this Agreement but rather the effect of the conflicting obligation arising pursuant to this Agreement shall be deemed to be suspended throughout any period such conflict exists

• 15. Limitation of Liability

  • 15.1 The following provisions of clauses 15.1 to 15.5 inclusive set out the [Broadcaster’s] entire liability (including any liability for the acts and omissions of its employees agents and sub-contractors) to the [Organiser] in respect of

    • 15.1.1 any breach of its contractual obligations arising under this agreement and

    • 15.1.2 any representation or tortious act or omission including negligence arising under or in connection with this Agreement

    • 15.2 Any act or omission on the part of the [Broadcaster] or its employees agents or sub-contractors falling within clause 15.1 above shall for the purpose of clause 15.1 be known as an “Event of Default”

    • 15.3 The [Broadcaster’s] liability to the [Organiser] for death or injury resulting from negligence shall not be limited

    • 15.4 Save as set out at clause 15.3 above the [Broadcaster’s] entire aggregate liability howsoever arising and of whatever nature in respect of any and all Events of Default of whatever nature and howsoever arising shall be limited to the aggregate amount of the Fees actually payable by the [Broadcaster] to the [Organiser] as at the date of such liability to repay arising plus the sum of £[ ] ([ ] pounds sterling)

    • 15.5 Subject to clause 15.3 above only the Broadcaster shall not be liable to the [Organiser] in respect of any Event of Default for loss of profits goodwill or any type of special indirect or consequential loss or pure economic loss (including loss or damage suffered by the [Organiser] as a result of an action brought by a third party) even if such loss was reasonably foreseeable or the [Broadcaster] had been advised of the possibility of the [Organiser] incurring the same

      NOTE the same terms can apply with the terms “Broadcaster” and “Organiser” reversed as an additional set of provisions

• 16. Provisions Relating to this Agreement

  • 16.1 [Boilerplate Clauses]

    [Execution Clauses]

SCHEDULE 1

The Event

SCHEDULE 2

The Programme

SCHEDULE 3

The Event Feed Technical Specification

SCHEDULE 4

The Programme Guidelines

SCHEDULE 5

The Permitted Methods

SCHEDULE 6

Programme Timings and Broadcast Locations

SCHEDULE 7

Technical Facilities Event Feed

SCHEDULE 8

Facilities to be provided to Broadcaster

13.1.2 Appendix 2

Sports Television Programme Sponsorship Agreement*

Source: Lexis Nexis; reproduced with permission.

This Agreement is made this day of 2[ ]

Between

• (1) [ ] [ ] whose registered office is at [ ] (“the Sponsor”)

• (2) [ ] [ ] whose registered office is at [ ] (“the Broadcaster”)

Recitals

• A. The Sponsor is a company engaged in the business of [ ] who wish to sponsor programmes through the Broadcaster

• B. The Broadcaster is the broadcaster of the programmes the Sponsor wishes to sponsor and is fully and effectively licensed to broadcast in the United Kingdom by Ofcom and/or any and all relevant authorities

Operative Provisions

• 1. Definitions

• 1.1 In this Agreement the following expressions shall have the following meanings

  • “Broadcast” has the meanings ascribed to it in the Copyright Design and Patents Act 1988 (as amended from time to time) (and cognate expressions shall be construed accordingly)

  • “Fee” means £[ ] plus VAT

  • “make available to the public” has the meanings ascribed to it in the Copyright Design and Patents Act 1988 (as amended from time to time) (and corporate expressions shall be construed accordingly)

  • “Ofcom” means the office of Communications (Ofcom) whose principal address is at Riverside House 2A Southward Bridge Road London SE1 9HA

  • “Programme” means the terrestrial broadcast television programmes and any associated sound recordings titled [“ ”] being [ ] minutes long the full nature and description of which is set out at the Schedule 3

  • “Programme Schedules” means the provisional timetable for the broadcast and/or making available to the public of the Programmes set out in the Schedule 2 [setting out details of all channels and/or platforms by which the same are to be so broadcast or made available to the public together with times and dates]

  • “Rights”

    • (i) means the exclusive right for the Sponsor to sponsor the programme using the Sponsor’s Credits

    • (ii) the additional rights set out in clause [ ] of this Agreement

  • “Sponsor’s Credits” means the full range of agreed visual and/or audio-visual recorded sequences (including all permutations thereof) incorporating the logo and trade mark of the Sponsor together with associated words to be agreed between the parties as more fully described in respect of each of the relevant permutations thereof at the Schedule 4 in each case as approved by the Broadcaster from time to time such approval not to be unreasonably withheld delayed or conditioned

  • “Term” means the period commencing on the date of signature of this Agreement and expiring on [date]

  • “Territory” means the United Kingdom the Channel Islands and the Isle of Man

• 2. Grant of Rights

  • 2.1 In consideration of the Fee and subject to the terms of this Agreement the Broadcaster grants to the Sponsor the Rights for the Term throughout the Territory

  • 2.2 The Broadcaster undertakes that it shall not grant any third party the right to sponsor the Programme during the Term

  • 2.3 The Broadcaster undertakes to use its reasonable endeavours to broadcast or make available to the public or procure the broadcast or making available to the public of the Programme in accordance with the Programme Schedules throughout the Territory during the Term

  • 2.4 The Sponsor acknowledges and agrees that all copyright and all other rights of whatever nature in the Programme are the property of the Broadcaster and that this Agreement grants the Sponsor rights in or in relation to the Programme

  • 2.5 The Broadcaster acknowledges and agrees that any copyright and any other rights in the Sponsor’s Credits shall remain the sole and exclusive property of The Sponsor together with any goodwill and that the Broadcaster shall not acquire any rights in the Sponsor’s Credits

  • 2.6 The Sponsor hereby grants to the Broadcaster an exclusive licence to broadcast the Sponsor’s Credits on the terms of this Agreement for the Term in the Territory

  • 2.7 The Sponsor acknowledges the common custom and practice as with all sponsored sporting events that whilst the Sponsor remains at all times the exclusive and official sponsor of the Programme it may well be the case that the official timing and computer companies will be visible on-screen from time to time

• 3. Editorial Control And Programme Scheduling

  • 3.1 The Sponsor acknowledges and agrees that all final editorial and creative decisions concerning the development production content and scheduling of the Programme shall be the sole responsibility of the Broadcaster

  • 3.2 The Broadcaster shall consult the Sponsor with a view to agreeing jointly the design of the opening title sequence of the Programme incorporating The Sponsor’s Credits

  • 3.3 Without prejudice to the generality of clause 3.2 above the Broadcaster may at its sole discretion and cost make such changes deletions alterations interruptions or additions to the Programme as may be required by the scheduling requirements of the Broadcaster in line with the terms of its licence or any generally applicable relevant rule of law or by the Ofcom or any other statutory body and agrees to ensure that as far as reasonably practicable the Sponsor shall be informed in advance of any significant alterations to the Programme

  • 3.4 Both parties acknowledge that the transmission dates and scheduling are still to be confirmed. The Broadcaster shall use its reasonable endeavours to ensure that broadcast of the Programme will be the same as or reasonably similar to Schedule 2. The Broadcaster shall supply a more detailed and accurate Programme Schedule to the Sponsor prior to broadcast

• 4. Consideration

  • 4.1 The Sponsor shall pay to the Broadcaster in respect of the Programme the Fee as follows

    • 4.1.1 £[ ] plus VAT upon signature of this Agreement

    • 4.1.2 £[ ] plus VAT on delivery by the Sponsor of the Sponsor’s Credit to the TV Company

    • 4.1.3 £[ ] plus VAT on the day after the first broadcast referred to in the Programme Schedule

• 5. Obligations Of The Sponsor

  • 5.1 The Sponsor warrants that it is the sole owner of or controls all the intellectual property in the Sponsor’s Credits. The Sponsor confirms and warrants to the Broadcaster that any use by the Broadcaster of the Sponsor’s Credits in accordance with this Agreement will not infringe the intellectual property of any third party

  • 5.2 The Sponsor warrants that the Sponsor’s Credits do not contain any obscene blasphemous offensive or defamatory material and will not expose the Broadcaster to any civil or criminal proceedings

  • 5.3 The Sponsor confirms that it will obtain comprehensive public liability insurance cover which will be in force during the Sponsorship Period covering any writs claims actions or damages which may arise as a direct or indirect result of the use by the public of the specific products or services being credited under this Agreement together with all other products or services owned or controlled by The Sponsor which the public would reasonably associate with the Sponsor’s Credits. The Sponsor undertakes to provide the Broadcaster with a copy of all relevant insurance policies upon request

  • 5.4 The Sponsor confirms that it has and will retain all rights and full authority in order to enable it to enter into this Agreement

  • 5.5 The Sponsor acknowledges that the Broadcaster may use its sole discretion as to the manner and method to be used in the marketing promoting and advertising of the Programme irrespective of any rights granted under this Agreement and that the Broadcaster shall retain all proceeds from the exploitation of the Programme in any manner or media at any time

  • 5.6 The Sponsor shall bear all costs of creating producing designing and the Sponsor’s Credits and of supplying the Sponsor’s Credit to the Broadcaster for incorporation in the Programme

  • 5.7 The Sponsor agrees to be bound by the requirements of the Broadcaster in respect of any sponsorship or advertising rules directives or statutes which apply to the Broadcaster or have been issued by Ofcom or by any other person having the power to issue the same concerning the broadcast or transmission of the Sponsor’s Credits including but not limited to its size shape colour wording and on-screen position and general nature

• 6. Obligations Of The Broadcaster

  • 6.1 The Broadcaster agrees to use its reasonable endeavours to broadcast and make available to the public or procure such broadcast or making available to the public of the Programme as per the Programme Schedules incorporating the Sponsor’s Credits in all other relevant permutations as set out at the Schedule 4 including but not limited to as follows

    • 6.1.1 fifteen (15) seconds (maximum) opening titles—voice and visual credits

    • 6.1.2 ten (10) seconds (maximum) break-bumpers—visual credits only

    • 6.1.3 ten (10) seconds (maximum) closing titles-voice and visual credits

  • 6.2 The Broadcaster undertakes to give the Sponsor a visual credit of five (5) seconds maximum on all trailers for the Programme

  • 6.3 The Broadcaster agrees to give the Sponsor access to all the recorded footage of the Programme for its own promotional purposes only. The Sponsor may edit the footage at its own cost for such purposes and may use the same in such manner and/or such purposes as may be expressly agreed between the Broadcaster and the Sponsor in writing from time to time

  • 6.4 The Broadcaster undertakes to use all reasonable endeavours to ensure that the Programme will not contain any material which infringes the copyright or any other rights of any third party throughout the Territory during the Term

  • 6.5 The Broadcaster shall ensure that the broadcast or making available to the public of the Sponsor’s Credits does not infringe any sponsorship or advertising rules directives or statutes which apply to the Broadcaster or have been issued by Ofcom concerning the Sponsor’s Credits

  • 6.6 The Broadcaster confirms and warrants to the Sponsor that it is the sole owner of or controls all copyright and any other rights in and in relation to the Programme

  • 6.7 The Broadcaster confirms that it shall be solely responsible for all costs incurred (except those involved in the Sponsor’s Credits) in the production broadcast transmission distribution and exploitation of the Programme and that the Sponsor shall not be liable for any such sums except as provided in clause 6.3 above and further if agreed in writing

  • 6.8 The Broadcaster covenants and warrants to the Sponsor that the Programme shall comply with the description of the same set out at the Schedule 3 hereto throughout the Term

• 7. Mutual Indemnity

  • 7.1 The Sponsor and the Broadcaster each undertakes to indemnify the others against all liabilities claims demands actions costs damages or loss arising out of any breach by each of them respectively of any of the terms of this Agreement

  • 7.2 In the event of any claim dispute action writ or summons in connection with clause 7.1 above the Sponsor and the Broadcaster agree to provide full details to the other party at the earliest opportunity and shall not settle any such matter without first consulting the other party

• 8. Termination and Expiry of the Agreement

  • 8.1 In addition to any other rights and remedies at law this Agreement may be terminated by a party giving written notice of at least four (4) weeks to the other party which has breached this Agreement or had defaulted on any of the following grounds

    • 8.1.1 where the Sponsor has failed to account or make payments as required under this Agreement

    • 8.1.2 where the Sponsor or the Broadcaster has committed a serious breach of its obligations under this Agreement unless such party rectifies the position as far as reasonably possible within thirty (30) days

    • 8.1.3 where the Sponsor or the Broadcaster goes into voluntary or involuntary liquidation

    • 8.1.4 where the Sponsor or the Broadcaster is declared insolvent either in bankruptcy proceedings or other legal proceedings

    • 8.1.5 where an agreement with creditors has been reached by the Sponsor or the Broadcaster due to its failure or inability to pay its debts as they fall due

    • 8.1.6 where a receiver is appointed over the whole or part of the Sponsor’s or the Broadcaster’s business

• 9. Provisions Relating to this Agreement

  • 9.1 [Boilerplate Clauses]

    [Execution Clauses]

SCHEDULE 1

SCHEDULE 2

The Programme Schedule

SCHEDULE 3

Designation of the Programme

SCHEDULE 4

The Sponsor’s Credits