Sports Sponsorship Agreements

Abstract

Despite the recession and economic climate generally, sports sponsorship, which may be described as the ‘bed rock’ of all sports marketing arrangements, continues to be a popular marketing tool for companies around the world as the following examples demonstrate. Usain Bolt, the 24-year old Jamaican triple Olympic gold and world record sprint champion, signed in August 2010 what is believed to be the biggest sponsorship deal in the history of Athletics with PUMA, the Swiss-based sports clothing and shoes manufacturer, with whom he has been associated and financially supported since he was 15 years old. He has extended his current sponsorship contract for three years until 2013 for a sum reputed to be in the region of US$20 million and is due to bring out a new clothing line with his own branding in December 2010.

Appendices

Appendices

8.1.1 Appendix 1

Co-Branding in Sport: Conflicts and Some Possible Ways of Resolving Them in Europe

by Ian Blackshaw ⁶

Introductory Remarks

Sport is now a global industry worth more than 3% of world trade and almost 2% of the combined GNP of the enlarged European Union comprising 25 Member Sates with a total population of 450 million.⁷ It is not surprising, therefore, that the world’s major consumer corporations are falling over one another in their rush to sign up sports personalities, like the Beckhams of this world, to promote and endorse their products and services.

As Anne M. Wall has pointed out:

“Athletes can be ambassadors for the products and services they use. Their endorsement and positive publicity can lift consumer brand awareness, enhance brand image and stimulate sales volume. Upon introduction, licensed products that carry a celebrity’s name can establish instant credibility for the brand in the market place.”⁸

Indeed, many such personalities are in demand to endorse and promote, through their fame and notoriety in the sporting world, a range of products marketed by a variety of companies.⁹

This is fine and dandy as long as the corporations and their products are not in competition with one another. Exclusive deals are the order of the day. So branding conflicts are not an uncommon phenomenon in sport and need to be resolved.

The Problem: Conflicting Sports Sponsorships and Endorsements

The problem of conflicting sports sponsorships and endorsements can arise in various situations. For example, where a sports personality, who has his own individual clothing sponsor, competes in a sporting event which is sponsored by a rival clothing manufacturer, whereby, under the terms of the event sponsorship, all competitors are required to wear that rival’s sports wear bearing its distinctive logo.

Again, the problem also crops up where the individual sports personality, with his own sponsor, is a member of a team and the team sponsor is a competitor of the sponsor of the individual concerned. This is particularly acute in football, which is not only the world’s favourite game, but also the most lucrative, because of its wide appeal as a vehicle for brand promotion and exposure.

So what happens when a footballer has his own shirt sponsor, whilst the sponsor of the team strip is a competitor? How can such conflicts be resolved?

Generally speaking, with some difficulty, by employing a combination of common sense, pragmatism, and negotiation. But this can be a rather ‘hit and miss’ way of doing things in practice. Let us take a few specific examples of how such conflicts are dealt with in some major European sporting countries.

Some European Solutions

England

When it comes to players in the English FA Premier League (FAPL), the world’s most financially successful National League, the new players’ standard contract, introduced for the 2003–2004 season, contains some important and useful provisions for dealing with the problem in clause 4.¹⁰

These provisions are quite strict and are legally binding on the player in a “Club Context” which is defined as follows:

““Club Context” shall mean in relation to any representation of the Player and/or the Player’s Image a representation in connection with the name colours Strip trademarks logos or other identifying characteristics of the Club (including the trademarks and logos relating to the Club and its activities which trademarks and logos are registered in the name of and/or exploited by any Associated Company) or in any manner referring to or taking advantage of any of the same.”

In practice, therefore, the exploitation of a player’s celebrity status is restricted when it comes to using the player’s image in his club kit. However, clause 4.3 of the FAPL contract specifically recognises that the player may have “commitments … when on international duty in relation to the Player’s national football association …” And clause 4.2.2 of the FAPL contract allows a player to have his own boots sponsorship and a goalkeeper to have his own gloves sponsorship.

Furthermore, the player’s general freedom to conclude other image rights and promotional/public relations deals outside the FAPL contract is specifically provided for in clause 4.5, which reads as follows:

“Except to the extent specifically herein provided or otherwise specifically agreed with the Player nothing in this contract shall prevent the Player from undertaking promotional activities or from exploiting the Payer’s Image so long as:

• 4.5.1 the said promotional activities or exploitation do not interfere or conflict with the Player’s obligations under this contract; and

• 4.5.2 the Player gives reasonable advance notice to the Club of any intended promotional activities or exploitation.”

Also, clause 4 of the FAPL contract is negotiable under the terms of clause 4.11, which provides (in part) as follows:

“Nothing in this clause 4 shall prevent the Club from entering into other arrangements additional or supplemental hereto or in variance hereof in relation to advertising marketing and/or promotional services with the Player or with or for all or some of the Club’s players (including the Player) from time to time.”

Obviously, in practice, the possibility of changing the terms of the contract applies to the more established and better known English Premier League players! Commercial negotiation is always a matter of relative bargaining power.

The overall aim and effect of clause 4 of the FAPL contract is to prevent players from endorsing the brands, products and services of the competitors of the League’s principal sponsor(s), currently ‘Barclaycard’. Otherwise, the value of that sponsorship would be diluted.

France

In France, the matter is governed by article 511 of the Charter of Professional Football. When signing the contract of employment, each player agrees in a specific addendum to grant to his club the right to exploit his image and/or name, collectively or individually, provided at least five players’ image and/or names are exploited in the same way.

A collective exploitation of those rights can be entrusted, partially or entirely, to the French Football League, to centralise exploitation and control.

Since 1 July, 1998, players are free to use boots and gloves bearing brands or logos of their own choosing.

Germany

In Germany, the matter is generally governed by contract and the applicable legal rules.

Thus, in clothing sponsorship contracts, an individual sports person can only assign rights that have not yet been granted to someone else. So, if a footballer agrees in the employment contract with his club to use a specific strip, he cannot sign an outfitter contract for himself with some other manufacturer. He can only exploit any rights that have not been ‘exhausted’ in his club contract of employment.

However, as such rights are generally granted to the club on an exclusive basis, it is clear that the individual player’s room for manoeuvre is very restricted—if not non-existent.

The Netherlands

In the Netherlands, such conflicts are often settled through the Courts.

For example, in the case of Notten cum suis and KNVB (Royal Netherlands Football Association),¹¹ after it had been customary for several years for players in the Dutch football team to enter into their own football boots contracts, the KNVB changed over to a contract with Adidas, under which the Dutch team players were obliged to wear Adidas boots. The Utrecht District Court found against the KNVB, because there had been no consultations with the players in advance about the change to the normal procedure and the monies arising from the Adidas sponsorship contract were enjoyed only by the KNVB. So, the principle of prior contractual rights applied.

This same principle was also applied by the Breda District Court in the case of Ajax-Umbro and Brian Roy-Borsumij, involving a contract entered into by the player, Brian Roy, with a clothing supplier, Borsumij, prior to his joining Ajax, who had a deal with Umbro but were aware of the player’s existing contract.

Under the provisions of section 46, Book 2, of the Dutch Civil Code, sports bodies can, in certain circumstances, impose legally binding obligations on their members in relation to third parties regarding sponsorship and other rights. This statutory provision reads (in translation) as follows:

“To the extent that the contrary does not follow from the articles, the association may stipulate rights for and on behalf of its members and, in so far as this has been explicitly provided by the articles, enter into obligations for the same and on their behalf. It may take legal action for and on behalf of the members to enforce such stipulated rights, including the right to claim damages.”

In this context, the case of KNVB and Feyenoord ¹² is the leading authority. It was held that, in order to impose obligations on members, the statutes of the sports body must be clear and that it is not sufficient for the sports body to use general and vague language. In this case, the Royal Netherlands Football Association (KNVB) wished to bind all the Dutch Clubs in the Premier Division to certain arrangements made with a third party regarding the right to televise home games. The Amsterdam Court of Appeal held that the statutes were not concrete enough and too generally worded for the claimant Feyenoord to be bound by the obligations owed to the third party concerned. For someone to be legally bound by a stipulation of this kind, the nature of the obligation concerned must be clearly set out in the statutes. Otherwise, the effect of general wording would be tantamount to the Clubs having given the KNVB full discretionary powers, which was not, in fact, the position.

Norway

In Norway, the Norwegian Football Federation (Norges Fotballforbund) (NFF) in their agreements with players provide that the players can enter into up to three personal sponsorship agreements, provided that they do not conflict with the federation’s sponsorship programme. And, furthermore, that one of the three individual sponsorship agreements must be for charitable purposes!

The rationale of the NFF restrictions is purely a commercial one to protect the value of the exclusive rights of sponsorship sold by the NFF to their own sponsor(s).

Under the arrangements, the NFF must accept the personal sponsor prior to the individual player concluding the corresponding agreement. In practice, the NFF co-signs the agreement. Either way, potential conflicts can be identified and nipped in the bud. And, thus, expensive and lengthy law suits avoided.

Concluding Remarks

The problem of sports branding conflicts involving sports personalities and teams/clubs and how to resolve them is a thorny and commonplace one. This is largely the result of the popularity of sports branding in its different forms and the demands made by sponsors for product/service category exclusivity in their sports marketing arrangements.

In some cases, these conflicts are not only foreseen by sports bodies, but are also provided for in their Regulations and/or their standard forms of player contracts. In other cases, the parties may have to rely on legal solutions through the Courts—largely based on the application of general principles of contract law. Because of the need, in many cases, for such conflicts to be resolved quickly, mediation may provide an effective alternative dispute resolution method.

In the majority of cases, potential conflicts are often solved, in practice, by creative marketing solutions and other pragmatic ad hoc arrangements, particularly in relation to award ceremonies and the press conferences that inevitably follow them. It has not been unknown for some sports persons to wrap themselves in their national flags, not as a sign of patriotism, but as a means of covering up a conflicting brand or logo on their sports clothing!

One thing, however, is clear, as sports personality branding continues to grow in importance—not least in financial terms—there is much work for sports lawyers, especially in those cases where amicable and pragmatic solutions cannot be achieved in a conflicting situation.

8.1.2 Appendix 2

Encyclopaedia of Forms and Precedents/SPORT AND SPONSORSHIP vol 39(2) 2004/(C) Forms and Precedents/B: SPONSORSHIP/Standard sponsorship agreement

Standard Sponsorship Agreement ¹³

This Agreement is made the ……… day of …………

Between:

(name of rights holder, e.g sporting federation) [(company registration number)] [of (address) (or) whose registered office is at (address)] (‘the Federation’) and (name of sponsor) [(company registration number)] [of (address) (or) whose registered office is at (address)] (‘the Sponsor’)

Whereas:

The Federation is the owner of the exclusive rights to and the organiser of a series of annual Events at a number of different Venues throughout the Territory which the Sponsor agrees to sponsor in accordance with the terms of this Agreement.

IT IS AGREED as follows:

Definitions and interpretation

In this Agreement the following words or phrases shall, unless the context otherwise requires, have the following meanings:

‘Company Liaison Officer’:

the liaison officer appointed by the Sponsor in accordance with clause 6;

‘Events’:

(insert number) events specified in Schedule 1 to be held at the Venues during each Year of the Term and to be organised and/or supervised by the Federation which are to be televised or intended to be televised in whole or in part by the Television Company;

‘Federation’s Database’:

the databases set up by the Federation containing information obtained from the marketing and promotion of the Event programme;

‘Federation Liaison Officer’:

the liaison officer appointed by the Federation in accordance with clause 7.21 of this Agreement;

‘Intellectual Property Rights’:

any and all intellectual property rights including (without limitation) patents, trade marks and designs (whether registered or unregistered) including any applications for the foregoing, copyrights, database rights and rights in performances;

‘Product Group’:

the goods and services falling within the categories of business specified in Schedule 3;

‘Sponsor’s Group’:

the Sponsor and its subsidiary and associated companies as each such term is defined in the Companies Act 1985 as amended by the Companies Act 1989;

‘Sponsor’s Group Products’:

(insert product group);

‘Sponsor’s Logos’:

such of the Sponsor’s Group’s logos and trade and service marks which the Federation is permitted by the Sponsor to use pursuant to this Agreement;

‘Sponsorship Fees’:

the fees payable by the Company pursuant to clause 4 of this Agreement for the Sponsorship Rights;

‘Sponsorship Rights’:

the rights set out in Schedule 2;

‘Subsidiary Sponsor’:

other non-title sponsors and proposed sponsors of the Events or any part thereof;

‘Television Company’:

the organisation(s) televising some or all of the Events by terrestrial and/or satellite broadcast;

‘Term’:

the period set out in clause 2 of this Agreement;

‘Territory’:

means [the United Kingdom];

‘Venues’:

the venues as set out in Schedule 1 or such other venues as may be agreed at which the Events shall be held; and

‘Year’:

a period commencing on (date) and expiring on (date) in the following calendar year or the date of termination of this Agreement, if sooner.

In this Agreement the singular includes the plural and vice versa and any gender includes any other gender.

The clause headings do not form part of this Agreement and shall not be taken into account in its construction or interpretation.

References to clause(s) and schedule(s) are references to clause(s) and schedule(s) of and to this Agreement.

Term of Agreement

• 1.1 This Agreement shall commence on (date) and shall remain in force until and including (date) unless previously determined as provided in this Agreement.

• 1.2 The Sponsor shall have the option to extend the period of this Agreement for a further Year, such option to be exercised by giving written notice to the Federation on or before (date) of its desire to do so. If the option is exercised by the Sponsor the provisions of this Agreement shall apply during such extended period but excluding any provision for further extension of the Term.

Grant of rights

• 2.1 Subject to the terms of this Agreement:

• 2.2 the Sponsor agrees to sponsor the Events which shall be known and referred to by the names set out in Schedule 1 or such other name as may be agreed between the parties to this Agreement; and

• 2.3 the Federation grants to the Sponsor the Sponsorship Rights.

Consideration

In consideration of the due and proper performance by the Federation of its obligations under this Agreement and the grant to the Sponsor by the Federation of the Sponsorship Rights the Sponsor shall pay to the Federation during the Term the following amounts:

• 3.1 in the first Year of this Agreement the sum of £…; and

• 3.2 in any subsequent Year (including for the avoidance of doubt any extended period) such sum as shall be equal to the Sponsorship Fee payable in the immediately preceding Year increased by the Retail Prices Index.

• 3.3 If in any Year the whole or a substantial part of any Event does not take place in accordance with this Agreement the Sponsorship Fees in respect of such Year shall be reduced by […%] per cancelled Event.

• 3.4 The Sponsorship Fees payable by the Sponsor in each Year of this Agreement shall be paid by the Sponsor to the Federation in four equal instalments together with the VAT thereon on receipt of a valid invoice from the Federation as follows:

  • in respect of the first Year of the Term on 1 April (or such later date as shall be agreed by the Sponsor and the Federation), 1 June, 1 August and 1 November; and

  • in respect of any subsequent Year on each of 2 March, 1 June, 1 August and 1 November in such Year.

• 3.5 The Federation shall provide the Sponsor with VAT invoices one week prior to the due date for each of the instalments referred to in clause 3.4 above.

Responsibility for organisation

• 4.1 The Sponsor’s Group shall have no responsibility for the organisation or operation of the Events and the Federation shall indemnify the Sponsor and each member of the Sponsor’s Group in accordance with clause 7.

The Sponsor’s obligations

• 5.1 The Sponsor shall appoint the Company Liaison Officer to liaise with the Federation to facilitate the operation of the Sponsor’s Group’s sponsorship of the Events under this Agreement.

Federation’s obligations

• 6.1 The Federation undertakes and agrees with the Sponsor in respect of each Year during the Term (at its own cost save where expressly stated otherwise) that it shall:

  • 6.2.1 organise or procure the organisation of the Event to a high standard and the best of its ability;

  • 6.2.2 promote each of the Events;

• 6.2.3 (in consultation with the Sponsor’s Group and subject to the approval of the Sponsor’s Group) design logos for the Events, which will prominently feature the Sponsor’s name and/or Sponsor’s Logos;

• 6.2.4 make every effort to ensure that each of the Events take place upon the dates and at the locations agreed by the Sponsor and the Federation throughout the Territory;

• 6.2.5 not promote, provide, sell or permit the promotion, provision or sale of products or services falling within the Product Group other than the Sponsor’s Group Products within the Venues;

• 6.2.6 show to the reasonable satisfaction of the Sponsor’s Group that it has taken all reasonable steps to comply with the obligations set out in clause 7.2;

• 6.2.7 give 6 weeks’ prior written notice to, and to consult in advance with, the Sponsor’s Group, with regard to in each case the dates and Venues of the Events;

• 6.2.8 use its best endeavours to support the Sponsor’s Group in seeking to exercise and exploit the rights granted under this Agreement and in particular (but not exclusively) where requested to do so it shall make representations to the Television Company or such other person or body as may be appropriate with a view to ensuring that the Sponsor’s Group gains the maximum advantage from the Sponsorship Rights granted under this Agreement;

• 6.2.9 assist in developing with the Sponsor’s Group ways and means of exploiting its association with the Events;

• 6.2.10 take all steps necessary to ensure that the Sponsor’s Group receives the full benefit of the Sponsorship Rights and any other rights in relation to the Events which may become available in the future and to prevent so called ‘ambush marketing’;

• 6.2.11 use its best endeavours to ensure that the Events are televised by the Television Company on the [Sporting] Programme (or a suitable alternative live broadcast) for a minimum of…… minutes throughout the Territory;

• 6.2.12 obtain and secure compliance with all necessary consents, licences and approvals of all relevant governmental, local or other competent authorities in connection with the organisation and operation of each of the Events;

• 6.2.13 require (and take all reasonable steps to ensure that) all competitors in the Events do not promote any competitor of the Sponsor or any product other than Sponsor’s Group Products whilst competing in the Event or in any associated activities;

• 6.2.14 use its best endeavours to contract or otherwise arrange or procure for the participation in the Events of leading athletes;

• 6.2.15 provide competent announcers of good reputation and standing for the Events;

• 6.2.16 use its best endeavours to help host the VIP guests of the Sponsor’s Group and to provide the opportunity for executives of the Sponsor’s Group or their spouses to present prizes and to participate at the Events;

• 6.2.17 ensure that the Sponsor’s Group receives a sponsor’s credit on all promotional materials used at or in relation to the Events;

• 6.2.18 not do or omit to do anything which is prejudicial to the good image of the Sponsor’s Group;

• 6.2.19 provide Venues which shall in all respects be suitable and safe for the staging of Events;

• 6.2.20 in the event of any circumstances occurring in respect of any or all of the Events which seriously damage or are likely to seriously damage the image and good standing of the Sponsor take such steps as may be reasonably required by the Sponsor including, but not limited to, ceasing to use and removing all reference to the Sponsor’s Logos in conjunction with the Events;

• 6.2.21 and/or liaise and fully co-operate with the Sponsor’s Group in the handling of all publicity arising out of such circumstances so as to minimise the likelihood of any damage arising to the image and good standing of the Sponsor’s Group;

• 6.2.22 appoint the Federation Liaison Officer to liaise with the Company’s Liaison Officer to facilitate the operation of the Sponsor’s sponsorship of the Events under this Agreement;

• 6.2.23 ensure that any promotions carried out by Subsidiary Sponsors in relation to any or all of the Events carry the Event logo;

• 6.2.24 compile and make available to the Sponsor’s Group free of charge at such times and in such manner as the Sponsor’s Group requires the Federation’s Database;

• 6.2.25 promote and publicise on a regional and national basis the Events by all reasonable means and in consultation with the Sponsor’s Group; and

• 6.2.26 without prejudice and in addition to any other provision of this Agreement fulfil the further obligations set out in schedule 5.

Indemnity and insurance

• 7.1 The Federation shall indemnify the Sponsor’s Group against and at its own expense effect and maintain adequate insurance in respect of any third party or public liability arising out of the organisation or operation of the Events and shall procure that the interest of the Sponsor’s Group is noted on any insurance policy taken out in respect of the Events.

• 7.2 The Federation shall at its own expense effect and maintain adequate insurance against cancellation of all or any part of the Events and without prejudice to the generality of the foregoing against all and any liability it may have to the Sponsor’s Group however arising as a result of any such cancellation.

Warranties and undertakings

• 8.1 The Federation warrants and undertakes:

  • 8.1.1 that it has the exclusive right to grant the Sponsorship Rights and undertakes not to grant in relation to the Events, rights and licences the same as or similar to the Sponsorship Rights to any third party wishing to advertise or promote any similar product or service to the Product Group;

  • 8.1.2 that it shall not without the prior approval of the Sponsor’s Group, which shall not be unreasonably withheld in the case of a non-competing person or company, grant Subsidiary Sponsor status to any person or company and that it shall submit for prior approval by the Sponsor’s Group the rights proposed to be granted to any such potential Subsidiary Sponsor [provided always that no person who actually has or could be perceived by the general public as having a connection with products or services involving tobacco or alcohol shall be a Subsidiary Sponsor]; and

  • 8.1.3 that it shall not appoint more than (number) Subsidiary Sponsors in aggregate in respect of the Events.

Termination

• 8.1 Without prejudice to clause 10.2 below either party to this Agreement may by 14 days’ notice in writing to the other party determine this Agreement if the other party is in material breach of any of the terms and conditions of this Agreement and fails to remedy such material breach (if capable of remedy) within 30 days of being requested to do so.

• 8.2 The Sponsor may terminate this Agreement by notice in writing to the Federation at any time with immediate effect if:

  • 8.2.1 the Sponsor’s Group believes it has suffered or is likely to suffer significant and damaging adverse publicity as a result directly or indirectly of its connection with the whole or any part of the Events or any other matter arising from this Agreement;

  • 8.2.2 in any Year (number) of the Events are cancelled; or

  • 8.2.3 in any Year the Events shall not be televised for at least (number) minutes on national network television.

• 8.3 Any termination of this Agreement shall be without prejudice to any accrued rights and remedies of the parties at the date of termination. Further, without prejudice to any claim for damages which may be maintained by the Sponsor in relation to any breach of this Agreement by the Federation upon any termination of this Agreement by the Sponsor pursuant to clauses 8.1 or 8.2 above the Sponsor shall immediately be released from any further or continuing obligation to pay any Sponsorship Fees and the Federation shall promptly repay to the Sponsor such amount of the total Sponsorship Fees due in respect of the Year during which such termination occurs as shall have been paid to the Federation after deduction by the Federation of the reasonable costs and expenses properly incurred by the Federation in the performance of its obligations arising under this Agreement up to the date of such termination.

Rights of third parties

• 9.1 A person who is not a party to this Agreement may not rely upon or enforce any rights pursuant to the Contracts (Rights of Third Parties) Act 1999.

AS WITNESS etc.

SCHEDULE 1

The Events

(list events and venues)

The Events will take place at dates to be arranged after consultation between the parties as provided for in the body of this Agreement which will take into account the calendar and the scheduling requirements of the Television Company.

The Sponsorship Rights

SCHEDULE 2

The Sponsor shall have the following rights in respect of the Events:

The right for the Sponsor’s Group free of charge to the branding of the Events by the inclusion of the Sponsor’s Group’s name ‘(insert name)’ and its ‘(insert logo)’ logo:

• in the title of the Events;

• on every competitor’s number;

• on the cover of the official programme to the Events;

• on all print materials and, without prejudice to the generality of the foregoing, on all:

  • mile/kilometre marker posts;

  • winning line tapes;

  • posters;

  • tickets;

  • agreed advertising of each Event and mail outs and leaflets;

  • banners and perimeter boards (up to [20] in aggregate per Event);

  • entry forms;

  • directional signage;

  • public relations materials initiated by the Federation;

  • identification badges;

  • photographers’ bibs and officials’ uniforms;

  • the lead car at each Event;

  • the winner’s podium; and

  • the start and finish gantries at the Events; and

  • on all official souvenir merchandise and premiums including, without prejudice to the generality of the foregoing, T-shirts and carrier bags available whether for sale or otherwise at the Events.

The right for the Sponsor’s Group free of charge to use its connection with the Events, the Events’ name, and logo to promote and advertise the Sponsor’s Group and the Sponsor’s Group Products in any form or media, provided that the costs of any such promotion or advertising shall be borne by the Sponsor’s Group.

The right for the Sponsor’s Group free of charge to have access to and the right to use information from the Federation’s Database at any time subject to giving reasonable notice to the Federation and subject to the Data Protection Act 1998.

The right for the Sponsor’s Group free of charge to have the Sponsor’s Group’s promotional and other literature distributed with tickets to the Events in the pre-Events ticket mailing and post-Events mailing provided that the Sponsor will meet any additional postage costs thereby incurred.

The right for the Sponsor’s Group free of charge to hold a press conference to be given at a venue to be chosen by the Sponsor’s Group after consultation with the Federation to launch the Events.

The right of the Sponsor’s Group free of charge to prime exhibition space at each Event with minimum dimensions of (number) metres by (number) metres provided that the costs of any such exhibition shall be met by the Sponsor.

The right of the Sponsor’s Group free of charge to a marquee to be placed in a centrally located space at each Event of sufficient size within which to stage promotional activities holding an audience of (specify) under cover with room for a further audience of (specify) outside provided that the costs of any promotional activity shall be borne solely by the Sponsor.

The right for the Sponsor’s Group at its own cost to erect additional promotional banners and signage at each Event in prominent locations, provided that the Sponsor’s Group shall comply in full with all applicable regulations and byelaws relating to the same, such locations to be subject to the requirements (if any) of the Television Company.

The right for the Sponsor’s Group to have a colour back page advertisement (for which all artwork and colour separation costs will be borne by the Sponsor’s Group) and one full prominent inside page for editorial (supplied by the Sponsor and agreed in advance with the Federation) in the official brochure and each official Event programme.

SCHEDULE 3

The Product Group

(insert details of goods and services falling within the applicable product categories)

The Company Logo

Mark/Logo(insert details)

Class in which Registered(specify)

Number(insert details)

SCHEDULE 4

SCHEDULE 5

Further obligations of the Federation

In respect of each Event the Federation shall at its own cost secure or cause to be secured the following services and facilities:

• a mailing address;

• all necessary administrative support including but not limited to office equipment (to include computer equipment) and accommodation;

• the staffing of and carrying out of all necessary administrative functions to include mail outs, information and the processing of entry forms, fees, numbering and results monitoring;

• all necessary manpower for the conduct of the Event including officials, marshals, stewards, persons to erect gantries, route barriers, boards and route markers, dispensers of refreshments, race numbers (and T-shirts, medals, certificates) and collectors of results data;

• the provision of accommodation for competitors and other personnel connected with each Event;

• adequate security arrangements for all aspects of each Event;

• all necessary approvals and consents to the planning of routes;

• power generation and use of lighting;

• use of route barriers;

• adequate toilet facilities (as per the recommendation of environmental health officers);

• all necessary public address systems;

• use of local transport facilities;

• [race] permits;

• use of finishing funnels and recording systems including videos;

• adequate medical facilities including first aid equipment;

• organisation of communications and protocol;

• VIP seating area[s] at the Venues; and

• clean up operations immediately after the Event.

In respect of each Event the Federation shall further be responsible for and organise at its sole cost as many of each of the following items as is specified or otherwise as shall be required:

• tickets;

• advertising and mail outs;

• leaflets;

• banners and perimeter advertising boards;

• directional signage;

• public relations materials;

• identification badges;

• photographers’ bibs and officials’ uniforms (at least one per photographer/official);

• [the lead car] at each Event;

• the winners’ podium;

• the start and finish gantries relating to the Event; and

• the marquee (including catering, such catering to be paid for by the Sponsor to be located at the finish of each Event for guests invited by the Sponsor’s Group, VIPs [and leading middle distance athletes].

In respect of each Event the Federation shall keep the Sponsor’s Group properly advised of all appropriate and/or desirable advertising opportunities including, but not limited to, those in regional television broadcasting, specialist magazines, newspapers and radio (in each case both national and local) and shall liaise with the Sponsor’s Group and its agent with regard to maximising and taking full advantage of such opportunities, provided that the decision whether or not to advertise and the responsibility (and the cost) of placing any such advertisement shall be that of the Sponsor’s Group.

(signatures of (or on behalf of) of the parties)

8.1.3 Appendix 3

Encyclopaedia of Forms and Precedents/SPORT AND SPONSORSHIP (Volume 39(2)) (2004 Reissue)/(C) Forms and Precedents/B: SPONSORSHIP/Title sponsorship agreement

Title Sponsorship Agreement ^{14 1}

This Agreement is made the ……… day of ……

Between:

(name of governing body) of (address) (‘the Governing Body’) and(name of company)[(company registration number)] whose registered office is at (address) (‘the Company’)

Whereas:

The Governing Body is the governing body for the sport of (specify) in the Territory and (inter alia) organises and administers the Event.The Company manufactures (insert details) and wishes to sponsor the Event.

The Governing Body is the owner of all commercial rights in and has agreed to grant to the Company various rights in connection with the Event on the terms of this Agreement.

It Is Agreed as follows:

Definitions and interpretation

In this Agreement the following words or phrases shall, unless the context otherwise requires, have the following meanings:

‘Ancillary Rights’:

the ancillary rights set out in Schedule 1;

‘Broadcast’:

any form of broadcast or transmission by whatever means;

‘Broadcast Substitution’:

the ability to superimpose an image (by whatever means) onto any surface whether it is real or artificially created or the ability to alter any such surface or image by any means;

‘Broadcaster’:

any person who Broadcasts the Event (or any Match forming part of the Event) in the Territory;

‘Clubs’:

the clubs who are members of the Governing Body;

‘Commencement Date’:

(date);

‘Commercial Partner’:

any third party to whom the Governing Body has granted or may grant during the Term commercial rights including (but not limited to) existing sponsors, any Broadcaster, sponsor, supplier, agent or associate;

‘Company Marks’:

the marks of the Company set out in Schedule 4;

‘Company Products’:

any Product manufactured, sold or distributed by the Company;

‘Competitor’:

any person (other than the Company) manufacturing, selling or distributing a Product;

‘Designations’:

the designations which the Company is entitled to use pursuant to clause 6;

‘Event’:

the Governing Body competition which is organised [annually] by the Governing Body more particularly described in Schedule 3;

‘Fee’:

all amounts payable under clause 8;

‘Governing Body Marks’:

the marks set out in Schedule 2;

‘Grounds’:

each ground at which Matches are played;

‘Internet Rights’:

the right to create and maintain a website (as that phrase is commonly understood) and to provide links to other websites relating to or including material relevant to the Event and the exploitation of the Rights;

‘IPR’:

any and all intellectual property rights including (without limitation) patents, trade marks and designs (whether registered or unregistered) including any applications for the foregoing, copyrights, database rights and rights in performances;

‘Match’:

any and all matches in the Event;

‘Perimeter Boards’:

any advertising boards situated at the perimeter of the pitch at each Ground together with fascia boards at such Grounds;

‘Premiums’:

any article issued for free or nominal consideration used to promote the Company and/or the sale of or advertising of Company Products;

‘Product’:

(insert details);

‘Rights’:

the rights granted to the Company by this Agreement including (but not limited to) the Ancillary Rights and the Designations;

‘Season’:

any season during the Term;

‘Sponsored Logo’:

the official logo or logos used in connection with the Rights;

‘Sponsored Title’:

the title by which the Event will be known during the term under the terms of this Agreement;

‘Term’:

the period of this Agreement specified in clause 12;

‘Territory’:

means the world;

‘TV Perimeter Boards’:

perimeter boards which are or may be in view of fixed or hand held television cameras; and

‘Venue’:

the geographical area surrounding the Grounds

In this Agreement where the context admits:

• References to statutory provisions shall be construed as references to those provisions as amended or re-enacted or as their application is modified by other provisions from time to time and shall include references to any provisions of which they are re-enactments (whether with or without modification);

• references to ‘this Agreement’ or to any other agreement or documents referred to in this Agreement means this Agreement or such other agreement or document as amended, varied, supplemented, modified or novated from time to time and include the schedules;

• references to clause(s) and schedule(s) are references to clause(s) and schedule(s) of and to this Agreement and references to paragraph(s) are unless otherwise stated references to paragraph(s) in which the reference appears; and

• references to a ‘person’ include any individual, company, body corporate, corporation sole or aggregate, government state or agency of a state, firm, partnership, joint venture association, organisation, or trust (in each case whether or not having separate legal personality and irrespective of the jurisdiction in or under the law of which it was incorporated or exists) and a reference to any of them shall include a reference to the others.

The headings and sub-headings are inserted for convenience only and shall not affect the construction of this Agreement.

Each of the schedules shall have effect as if set out in this Agreement. Where the context requires the singular includes the plural and vice versa.

Grant of the Rights ²

• 2.1 In consideration of the payment of the Fee the Governing Body grants to the Company the Rights during the Term in the Territory

Title sponsorship rights ³

• 3.1 The Company shall have the right to be described as the official title sponsor of the Governing Body using the Sponsored Title.

• 3.2 The Governing Body shall refer to the Event using the Sponsored Title during the Term.

• 3.3 The Governing Body shall use [all reasonable] endeavours to ensure that each of the Clubs, any Broadcaster and any other third party (including the Commercial Partners) referring to the Event do so using the Sponsored Title.

• 3.4 The Governing Body shall ensure that the Sponsored Title and/or the Sponsored Logo appears on all official Governing Body publications and printed material (including tickets to each Match) produced by or for the Governing Body and/or the Club and on such press releases and stationery as is provided by the Company concerning the Event, the front cover of the programme for each Match as well as the backdrop during press conferences organised by the Governing Body regarding the Event and (where practicable) the Sponsored Title and/or the Sponsored Logo shall appear on the backdrop for any studio discussion or interview regarding the Event transmitted by a Broadcaster. The Governing Body shall further ensure that all material relating to the Event produced by the Commercial Partners and the Clubs incorporates the Sponsored Title and/or the Sponsored Logo.

Sponsored Title and Sponsored Logo ⁴

• 4.1 The Governing Body grants the Company the non-exclusive right during the Term to use or authorise the use of the Governing Body Marks and/or the Sponsored Title and/or the Sponsored Logo on the packaging of Company Products and in all printed, promotional and publicity materials, on merchandise and/or in radio and television commercials for Company Products which may be issued or produced by the Company in the Territory, without being liable to the Governing Body for any royalties, fees or other type of payment, save as set out in this Agreement.

• 4.2 The Company may register the Sponsored Logo at its own cost as a trade mark in any part of the Territory and may require the Governing Body to execute and register a registered user agreement in relation to the use by the Company of the Governing Body Marks in connection with this Agreement or such registration.

Television coverage ⁵

• 5.1 In each Season during the Term the Governing Body shall procure that on terrestrial television at least (number) Matches are Broadcast either live, ‘as live’, or as highlights. The Governing Body shall use its reasonable endeavours to ensure that all Matches are Broadcast (whether on cable, satellite or terrestrial television) as often as is reasonably practicable.

• 5.2 In relation to all Broadcast coverage of the Event by any Broadcaster the Governing Body shall procure that each Broadcaster and any other person with whom the Governing Body enters into an arrangement for Broadcast of the Event shall ensure that:

  • 5.2.1 the Sponsored Logo and Sponsored Title appear with appropriate prominence in the opening and closing titles of all Broadcasts of Matches, in all trailers, previews and other promotional material or on any screen clock or official timer, and (in the case of commercial broadcasters only) in all pre-advertising breaks which are Broadcast by a Broadcaster in any part of the Territory;

  • 5.2.2 the Sponsored Logo appears in any service provided by a Broadcaster in relation to the results of Matches and in excerpts from any fixtures list relating to the Event; and

  • 5.2.3 during Broadcasts of Matches by a Broadcaster in any part of the Territory the Sponsored Title is always referred to when reference is made in the course of the commentary to, or any studio discussions of, the Event.

• 5.3 In relation to all Broadcast coverage of the Event by any Broadcaster the Governing Body shall procure that during the Broadcast of Matches by a Broadcaster such Broadcaster makes no attempt to exclude, restrict or alter coverage on screen of Perimeter Boards bearing the Sponsored Logo or the Sponsored Title or any other signage or promotional material of the Company relating to the exercise of the Rights at any of the Grounds or the Venues.

• 5.4 The Governing Body, the Broadcaster and any other person with whom the Governing Body enters into an arrangement for the Broadcast of Matches shall not be required to perform any of their obligations under the provisions of clause 5 to the extent that performance of any such obligation would cause the Governing Body, such Broadcaster, or any third party to contravene the requirements of any law or binding code of practice.

• 5.5 The Governing Body shall procure that any Commercial Partner with whom it has an arrangement in relation to the commercial exploitation of the Event or any Match by means of any audio or audio–visual medium whether by Broadcast, online or otherwise (including but not limited to video, transmission to mobile telephone or other hand-held devices or otherwise, Internet usage or any online service) shall use the Sponsored Logo and the Sponsored Title and shall comply with all relevant restrictions in this Agreement.

• 5.6 The Governing Body shall not and it shall procure that the Broadcaster shall not enter into any Broadcast sponsorship agreement or otherwise enter into any agreement involving Broadcasting in relation to the Event where one of the other parties to such an agreement is a Competitor or is already a party to an arrangement or intends to enter into any arrangement with a Competitor in relation to the Broadcast of the Event or any Match.

• 5.7 The Governing Body shall ensure that any Broadcaster which is or will be appointed as a licensed broadcaster of the Event will not be authorised to interfere with the television feed or programmes derived therefrom to delete, alter or add to any of the Rights granted to the Company featured therein whether by Broadcast Substitution or otherwise. The Governing Body shall procure that such Broadcasters include a similar provision in any sub-licence or programme sales agreement relating to the Event.

• 5.8 The Governing Body shall procure the grant to the Company of the first and exclusive right to acquire exclusive Broadcast sponsorship rights in any part of the Territory for all Matches and shall ensure that the following procedure applies:

  • 5.8.1 The Broadcaster shall grant to the Company the right of first and exclusive negotiation with respect to the purchase of any broadcast sponsorship opportunity in relation to its Broadcasts of the Matches on an exclusive basis. In this clause, ‘first and exclusive negotiation’ means that, before offering any broadcast sponsorship to any third party the Broadcaster shall:

    • 5.8.1.1 first propose to the Company in writing the terms and conditions of acquisition thereof; and

    • 5.8.1.2 second, negotiate exclusively with the Company (unless and until the Company agrees to purchase such broadcast sponsorship) in good faith from the date such proposal is received for 30 days;

      whereupon if the Company and Broadcaster fail to reach an agreement by the end of the period specified above the Broadcaster shall be free following (insert details) to contract with any third party whose product categories do not conflict with the product categories pertaining to the Company or who is not a competitor of the Company.

  • 5.8.2 In addition, the Governing Body shall ensure that each Broadcaster grants to the Company the right of first negotiation with respect to the purchase of commercial airtime. For the purposes of this clause, ‘first negotiation’ means that, before offering any commercial airtime to any third party in the Company’s product category or to any competitor of the Company the Broadcaster shall:

    • 5.8.2.1 first propose to the Company in writing the terms and conditions of acquisition thereof; and

    • 5.8.2.2 second negotiate exclusively with the Company (unless and until the Company agrees to purchase all such commercial airtime) in good faith from the date such proposal is received for a period of 10 days; whereupon if the Company and the Broadcaster fail to reach an agreement by the end of the period specified above the Broadcaster shall be free to contract with any third parties with respect to such commercial airtime offered to the Company.

Designations

• 6.1 The Company may use the following designations or such other designation (or designations) as the Company notifies to the Governing Body, to associate the Company Products with the Event, as follows:

  • 6.1.1 ‘Official Sponsor of (governing body)’;

  • 6.1.2 ‘Official Supplier of (governing body)’; and

  • 6.1.3 (subject to the actual supply of Company Products to the Governing Body) ‘Official (name of product) of (governing body)’.

• 6.2 The Company undertakes that it shall not in exercising the Rights use any designations referring to the Event other than the Designations or the Sponsored Title.

• 6.3 The Company may use the Designations on the packaging of Company Products, in printed promotional and publicity materials, on merchandise and/or all advertising media (including without limitation television and radio commercials) for the Company or Company Products which may be issued or produced by or on behalf of the Company and in exercising any of the Rights.

• 6.4 Notwithstanding the foregoing terms of this clause the Company is not obliged to use the Designations when exploiting the Rights under this Agreement.

Exclusivity

• 7.1 Subject to the provisions of this clause 7 the Governing Body shall:

  • 7.1.1 not grant to any third party the right during the Term to use any of the Designations, to use any designations which are substantially similar to the Designations, to use the Sponsored Title, to use any title similar to the Sponsored Title or any part thereof (except in so far as is necessary to comply with its obligations under this Agreement) or to describe itself as the title sponsor of any of the Events;

  • 7.1.2 not appoint any person that manufactures Products to be a sponsor of the Event or otherwise to be associated with the Event during the Term;

  • 7.1.3 not appoint any Competitor or renew any agreement with a Commercial Partner who is a Competitor to the Company;

  • 7.1.4 procure that no Competitor has access to advertising on Perimeter Boards at any of the Matches; and

  • 7.1.5 procure that no Competitor is allowed to advertise or distribute promotional material in any way at the Grounds and Venues of any of the Matches.

• 7.2 Notwithstanding the provisions of clause 7.1 the Company acknowledges and agrees that the Governing Body is not able to prevent Clubs from entering into contracts with Competitors in general and the Governing Body will use its reasonable endeavours to ensure that no such rights the same as or similar to the Rights are granted by any Club to a Competitor and the Club will not by any act or omission or arrangement with their own commercial partners (whether a Competitor or not) devalue or derogate from the Rights.

• 7.3 The Governing Body shall not during the Term or any renewal thereof enter into any arrangement in connection with any competition or tournament or otherwise under the auspices of the Governing Body where another party to such an arrangement is a Competitor.

Fees

• 8.1 In consideration of the grant of the Rights made to it by the Governing Body under this Agreement the Company shall pay the Governing Body the following amounts:

  • 8.1.1 £… in respect of the……… Season;

  • 8.1.2 £… in respect of the……… Season;

  • 8.1.3 £… in respect of the……… Season;

  • 8.1.4 £… in respect of the……… Season; and

  • 8.1.5 £… in respect of the……… Season.

• 8.2 Each payment in clause 8.1 above includes £… in respect of the cost of admission tickets which the Company has a right to receive under para 8 of Schedule 1 to this Agreement.

• 8.3 The Company shall pay the amounts due under clause 8.1 not later than 30 days following receipt by the Company of correct invoices from the Governing Body provided that the Governing Body shall not invoice the Company prior to (date) in any Season during the Term.

• 8.4 The Fees are exclusive of any VAT which may be or become payable and the Company shall pay any such VAT to the Governing Body upon receipt of an appropriate VAT invoice.

Mutual warranties and indemnities

Each party warrants to the other that:

• 9.1 it is free and entitled to enter into this Agreement and to perform the obligations undertaken by it under this Agreement and that it has not entered into and will not enter into any agreement with any third party which might conflict with the terms of this Agreement;

• 9.2 it will not disclose to any third party other than to its professional advisers or as required by law or (in the case of the Governing Body) to the Clubs or as agreed between the parties any information relating to the business or affairs of the other nor any of the contents or provisions of this Agreement; and

• 9.3 it will indemnify and keep indemnified the other against all actions, proceedings, claims, costs and expenses (including without limitation legal fees) and any other damage or liability suffered by the other as a direct or reasonably foreseeable result of a breach of any of the warranties, undertakings or agreements on its part contained or made in this Agreement.

The Governing Body’s warranties and undertakings

The Governing Body represents, warrants to and undertakes with the Company that:

• 10.1 it shall organise the Event to the best of its ability and in accordance with sound business practices and all applicable laws and regulations including legislation governing the safety of sports grounds;

• 10.2 it shall procure that the Rights shall be made available to the Company for exercise by it in accordance with this Agreement;

• 10.3 it shall not during the Term knowingly do any act or fail to do any act which causes the value of the Rights to the Company to be materially undermined or diminished;

• 10.4 it shall not enter into negotiations with or conclude any agreement with a third party relating to sponsorship of the Event after the expiry of the Term before the last Season of the Term without the prior written consent of the Company;

• 10.5 it shall not knowingly do or fail to do any act during the Term which in the reasonable opinion of the Company is prejudicial to the name or image of the Company or Company Products;

• 10.6 it shall not during the Term alter the structure or organisation of the Event without the prior agreement of the Company; and

• 10.7 it shall not during the Term organise any alternative competition the same as or similar to the Event involving the Club or any players eligible to play in any Match in addition to the Event without the prior written consent of the Company.

Company’s warranties and undertakings

The Company undertakes with the Governing Body that it shall:

• 11.1 not exercise the Rights in any way or manner which is prejudicial to the image of the Governing Body or the Event;

• 11.2 supply to the Governing Body samples of any proposed usage by the Company of the Governing Body Marks for the purpose of exercising the Rights for the prior approval of the Governing Body (which shall not be unreasonably withheld or delayed) provided that if the Governing Body has not expressly withheld its approval of any such sample in writing within 5 business days after receipt thereof its approval shall be deemed to have been given; and

• 11.3 not knowingly do or omit to do anything which might undermine the validity of the Governing Body Marks as registered trade marks.

Term

• 12.1 The Term is deemed to commence on the Commencement Date and continues until 3 months after the last Match of the Event in the (insert details) Season unless terminated earlier in accordance with the terms of this Agreement.

• 12.2 If at any time during the Term or in the Season immediately after the termination of this Agreement by effluxion of time the Governing Body proposes to enter into any agreements with a third party in relation to some or all of the Rights the following terms apply:

  • 12.2.1 the Governing Body shall notify the Company in writing of the terms of any proposed agreement with a third party which terms shall include but shall not be limited to rights to be granted to and by the Governing Body (‘the Proposed Sponsorship Terms’). Such notice must contain full disclosure of the Proposed Sponsorship Terms and include any change made in the Proposed Sponsorship Terms during the option period in clause 12.2.2;

  • 12.2.2 the Governing Body shall grant the Company an option to enter an agreement with the Governing Body on terms equivalent to or better than the Proposed Sponsorship Terms, such option to be valid for 30 days from the date of notice to the Company of the Proposed Sponsorship Terms;

  • 12.2.3 it is agreed that the Company shall be deemed to have matched the Proposed Sponsorship Terms if the financial terms of the deal proposed by the Company are the same as or better than the Proposed Sponsorship Terms.

Termination

• 13.1 Either party may terminate this Agreement immediately upon notice in the event that the other:

  • 13.1.1 commits a material breach of any obligation under this Agreement which breach is incapable of remedy or cannot be remedied in time for the Event;

  • 13.1.2 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 28 days of receiving notice from the other requiring remedy; or

  • 13.1.3 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.

• 13.2 In addition to its rights of termination under clause 13.1 the Company may terminate this Agreement forthwith by giving written notice to the Governing Body if:

  • 13.2.1 the constitution or organisation of the Governing Body has undergone any change which could have a material adverse effect on the value of the Rights to the Company;

  • 13.2.2 the Governing Body breaches its obligations under clause 5;

  • 13.2.3 (specify sport) is brought into disrepute through the actions of the Governing Body or the Clubs or any of them; or

  • 13.2.4 the Broadcast coverage of the Event in any Season falls below the level of coverage achieved for the Event in the (insert details) Season.

Effect of termination

• 14.1 Subject to clause 14.2 upon termination in accordance with clause 13:

  • 14.1.1 the rights and obligations of the parties under this Agreement shall terminate and be of no future effect except that clauses 9.2, 9.3 and 15 shall remain in full force and effect;

  • 14.1.2 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;

  • 14.1.3 such 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.

• 14.2 Notwithstanding clause 14.1, if this Agreement is terminated by either party or expires due to effluxion of time the Company may sell off or cause to be sold off Company Products and any merchandise or Premiums bearing the Sponsored Title and/or the Sponsored Logo provided that such rights do not extend beyond 180 days after the date of any such termination.

Limitation of liability

• 15.1 Notwithstanding anything to the contrary in this Agreement neither the Governing Body nor the Company shall be liable in any circumstances for any indirect or consequential loss (which expression shall include but not be limited to loss of anticipated profits, loss of anticipated savings and all other economic loss) resulting from any breach of this Agreement.

Intellectual property

• 16.1 Each party shall promptly and fully notify the other of any actual, threatened or suspected infringement in the Territory of any IPR of the other party which comes to the other’s notice and of any claim by any third party coming to its notice. Each party shall, at the request and expense of the other, do all such things as may be reasonably required to assist in taking or resisting any proceedings in relation to any such infringement or claim.

• 16.2 Unless otherwise set out in this Agreement nothing in this Agreement shall give either party any rights in respect of any IPR used by the other or of the goodwill associated therewith and the parties acknowledge that, except as expressly provided in this Agreement, neither party shall acquire any such rights and that all such rights and goodwill are and shall remain vested in the other.

• 16.3 The Company shall not use any trade marks or trade names so resembling the Governing Body Marks or trade names of the Governing Body as to be likely to cause confusion or deception.

• 16.4 The Governing Body shall not authorise any third party to use the Company Marks or any IPR of the Company. If any third party requires the use of the Company Marks or any other IPR of the Company then the Governing Body shall inform the Company of such requirement. The Company may (in its absolute discretion) grant such third party the right or licence required.

• 16.5 Each party shall, at the request and expense of the other, take all such steps as the requesting party may reasonably require to assist it in maintaining the validity and enforceability of the IPR of the other during the Term.

• 16.6 Neither party shall do or authorise any third party to do any act which would or might invalidate or be inconsistent with the IPR of the other 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.

Assignment

• 17. Neither party may assign any of its rights or obligations under this Agreement without the previous written consent of the other. The Company may appoint agents or sub-licensees to exploit the Rights or manufacture Company Products and undertake obligations on its behalf as it sees fit, provided that the Company remains liable to the Governing Body in respect of such appointments.

Entire agreement

• 18. This Agreement (including the Schedules) constitutes the entire agreement between the parties with regard to the Event and may only be amended in writing signed by the duly authorised representatives of both parties.

Waiver

• 19. No waiver by either party of any breach by the other party of any of the terms of the Agreement shall be deemed to be a waiver of any preceding or succeeding breach of this Agreement.

Notices

• 20. Any notice to be served under this Agreement shall be in writing and served upon the recipient at its address set out above (or such other address as may be notified for this purpose) either by hand, by first class mail, or by facsimile or comparable means of communication and shall be deemed served 72 hours after if sent by mail, on delivery if delivered by hand, and on confirmation of transmission if sent by facsimile or comparable means of communication. All facsimile or comparable means of communication will be followed by postal copies.

Governing law

• 21. This Agreement shall be governed by and construed in all respects in accordance with the laws of England and each party hereby submits to the exclusive jurisdiction of the English courts.

No partnership or joint venture

• 22. Nothing in this Agreement shall constitute or be construed as constituting a partnership or joint venture between the Governing Body and the Company or shall authorise one party to enter into contractual relationships or incur obligations on behalf of the other party.

Rights of third parties

• 23. A person who is not a party to this Agreement may not rely upon or enforce any rights pursuant to the Contracts (Rights of Third Parties) Act 1999.

Competition law

• 24. The parties shall co-operate fully in the preparation and submission of any necessary application/notification to the Commission of the European Communities and/or the relevant United Kingdom competition authorities in respect of this Agreement with a view to securing any negative clearance or exemption as may be required. Each party shall bear its own costs of preparing and submitting such application/notification. The parties agree to effect such application/notification if necessary as soon as may be reasonably practicable after commencement of the Term.

Execution of further documents

• 25. At any time after the date of this Agreement each of the parties shall at the request and cost of the other party execute or procure the execution of such documents and do or procure the doing of such acts and things as the party so requiring may reasonably require for the purpose of giving to the party so requiring the full benefit of all the provisions of this Agreement.

Force majeure

• 26.1 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 clause 26.2) and the time for performance of the relevant obligation(s) shall be extended accordingly.

• 26.2 For the purpose of this clause ‘force majeure’ means any circumstances (other than those specifically dealt with in clause 13) not foreseeable at the date of this Agreement and not within the reasonable control of the party in question including without limitation:

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

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

  • 26.2.3 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;

  • 26.2.4 any action taken by a governmental or public authority of any kind including not granting a consent, exemption, approval or clearance;

  • 26.2.5 any civil commotion or disorder, riot, invasion, war, terrorist act, threat of or preparation for war or terrorist act; and

  • 26.2.6 any fire, explosion, storm, flood, earthquake, subsidence, epidemic, disease or other natural physical disaster.

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

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

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

  • 26.3.3 shall, subject to clause 26.4, immediately after the cessation of the force majeure notify the other party thereof and resume full performance of its obligations under this Agreement.

• 26.4 If any force majeure delays or prevents the performance of the obligations of either party for a continuous period in excess of one month, the party not so affected may give notice to the affected party to terminate this Agreement, specifying the date (which shall not be less than 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 clause 14 apply.

Nature of agreement

• 27.1 The Company may perform any of the obligations undertaken by it and exercise any of the rights granted to it under this Agreement through any other company which at the relevant time is its holding company or subsidiary (as defined by the Companies Act 1985 Section 736) or the subsidiary of any such holding company and any act or omission of any such company shall, for the purposes of this Agreement, be deemed to be the act or omission of the Company.

• 27.2 If any provision of this Agreement is held by any court or other competent authority to be void or unenforceable in whole or in part this Agreement shall continue to be valid as to the other provisions thereof and the remainder of the affected provisions.

• 27.3 Each party to this Agreement shall pay its own costs of and incidental to the negotiation, preparation, execution and carrying into effect of this Agreement.

AS WITNESS etc.

SCHEDULE 1

The Ancillary Rights

Television extracts

• 1. The Company shall have the non-exclusive right to use extracts from footage of Matches Broadcast and/or films or videos made by or on behalf of the Governing Body in promotional and advertising material and in exploitation of the Internet Rights for the purpose of exploiting the Rights in the Territory during the Term. Notwithstanding the generality of the foregoing, the Company shall ensure that any such extracts are not used in any manner which implies that any individual player, any Club or any official of the Governing Body is endorsing or is connected with the Company Products or the Company, unless the Company has obtained the consent of such individual player, Club or official which permits the Company to use any such extracts in such manner.

Rights relating to the Event and to the trophy

• 2.1 The Governing Body shall name the trophy associated with the Event to properly reflect the Sponsored Title.

• 2.2 A duly authorised officer of the Company shall have the right to jointly present with the President or other representative of the Governing Body the trophy, along with any winners? medals, to the winners, at the appropriate time.

• 2.3 The Company shall have the right to display the trophy at a location and at a time to be agreed with the Governing Body for an agreed period during each Season (such agreement not to be unreasonably withheld or delayed) subject to the Company complying with the security conditions of any insurance policy arranged by the Governing Body in respect of the trophy. The Governing Body agrees that the policy relating to such insurance will name the Company as an additional insured party. The Company agrees not to change the appearance of the trophy in any way whilst in the Company’s possession.

• 2.4 The Company may attach a set of branded ribbons, provided by the Company and approved by the Governing Body, to the trophy.

Rights regarding match programmes, tickets and official publications

• 3.1 The Sponsored Logo and/or Sponsored Title shall appear on the front cover of the programme of all Matches at a minimum size of (specify) and in the official colours as determined by the Company.

• 3.2 The Company will receive, free of charge, [2] full pages of advertising in all publications containing any reference to the Event produced by or on behalf of the Governing Body.

• 3.3 The Company is entitled free of charge to [2] pages of advertising in the Club programme for each Match.

• 3.4 The Company may purchase such programmes or publications from the Governing Body or the relevant Club at cost price.

Advertising rights at each Ground

• 4.1 During each Season of the Term the Company will receive the following advertising and promotional rights at each Match in each Ground:

  • 4.1.1 subject to para 4.1.2 below the right to display [4] Perimeter Boards at each Ground hosting a Match; and

  • 4.1.2 in the case of each Match which is Broadcast at least [2] of such Perimeter Boards as TV Perimeter Boards.

• 4.2 Subject to para 4.4 below the Governing Body shall ensure that all perimeter advertising is in the form of fixed advertising Perimeter Boards.

• 4.3 If any of the Perimeter Boards are not in the form of fixed Perimeter Boards the Governing Body shall ensure that the Company receives an equivalent amount of exposure and of the total time available for such Perimeter Boards as it would otherwise receive under para 4.2 above.

• 4.4 All Perimeter Boards and other signage and advertising material to be used in connection with Matches by the Company shall be manufactured, produced and maintained by the Company at its own expense and the appearance of each Perimeter Board shall be subject to the prevailing Governing Body, television and other appropriate regulations.

• 4.5 All Company Perimeter Boards shall:

  • 4.5.1 be of a size not less than (specify) up to a maximum permissible size according to current regulations; and

  • 4.5.2 so far as possible (and whether or not a Match is Broadcast) occupy a prominent position and be in view of any television cameras present at such Matches.

• 4.6 All Perimeter Boards shall remain the property of the Company.

• 4.7 The Governing Body shall ensure that during the Matches:

  • 4.7.1 no Ground carries an amount of perimeter advertising from a single person greater than that of the Company;

  • 4.7.2 no single person is afforded greater promotional opportunities during any Match at a Ground or Venue greater than that afforded to the Company; and

  • 4.7.3 no Competitor is allowed any TV Perimeter Boards.

• 4.8 The Governing Body shall ensure that during and in the period leading up to the Matches the Perimeter Boards of the Company are not (whether in whole or in part) obscured, altered or moved by any person.

Pitch activity

• 5. The Governing Body shall (so far as regulations allow) provide the Company with the following exclusive rights to display or make reference to the Sponsored Logo:

  • 5.1 on Pitch corner flags;

  • 5.2 on scoreboard messages at all Matches;

  • 5.3 on pitch or field of play markings;

  • 5.4 on player substitute boards at all Matches;

  • 5.5 on dug outs at all Matches Broadcast;

  • 5.6 on centre circle mats at all Matches Broadcast;

  • 5.7 during tannoy or public address announcements at all Matches; and

  • 5.8 at such other display or reference opportunities as may arise during the Term.

Access

• 6. The Governing Body shall use its best endeavours to procure full access on an all area basis (apart from dressing rooms, player tunnels and private functions) for the Company’s nominated representatives at all Matches, Grounds and Venues in accordance with a procedure to be agreed with the Governing Body, such agreement not to be unreasonably withheld or delayed.

Merchandising and promotional rights

• 7.1 The Governing Body shall procure that the Company may use the crest of any Club competing in the Event in conjunction with the Sponsored Logo and/or the Sponsored Title for promotional purposes only.

• 7.2 The Governing Body shall ensure that:

  • 7.2.1 all official match balls used in the Event carry the Sponsored Logo; and

  • 7.2.2 all official replica match balls produced by the Governing Body or any Commercial Partner carry the Sponsored Logo.

• 7.3 The Company has the exclusive right to exploit such other competition, promotional activity and other sponsorship packages as relate to the Rights that become available during the Term.

Tickets

The Governing Body shall procure that the Company receives the following:

• 8.1 (number) directors’ box seats at all Matches;

• 8.2 (number) complimentary tickets per Match; and

• 8.3 the right to purchase a further (number) tickets for each Match at cost price for use by the Company, its staff and employees and for use as prizes in promotions run by the Company as part of the exercise of its rights under this Agreement but otherwise in accordance with the terms and conditions of issue of such tickets and (in any event) not for sale or resale by the Company or by any person receiving such tickets from the Company or any person on its behalf. In addition, the Company acknowledges and agrees that ownership of all tickets remains with the Governing Body.

Awards

• 9.1 The Company has the exclusive right to make or create the following awards in relation to the Rights:

  • 9.1.1 a man of the match award at each Match;

  • 9.1.2 a manager of the month award;

  • 9.1.3 a player of the month award;

  • 9.1.4 a Club of the month award;

  • 9.1.5 a player of the Event award;

  • 9.1.6 a manager of the Event award;

  • 9.1.7 an outstanding achievement of the Event award; and

  • 9.1.8 a score of the Event award.

• 9.2 The Company may make or create such additional awards as it sees fit, provided always that it is under no obligation to exercise any of the awards listed or which may be created under this para 9.

Hospitality

• 10. : The Governing Body shall procure that (at the Company’s expense) there are sufficient hospitality facilities available for all of the Company’s guests holding tickets for the relevant Match.

Internet Rights

• 11. The Company has the exclusive right without payment of fees (other than as provided for in this Agreement) to exercise the Internet Rights as it sees fit.

SCHEDULE 2

Governing Body Marks

(insert details)

SCHEDULE 3

The Event

(insert details)

SCHEDULE 4

Company Marks

(insert details)

(signatures of (or on behalf of) the parties)

Notes

• 1 This Form provides for title sponsorship of a league or cup competition where the sponsor is granted the right to be the title sponsor of the competition. Apart from the other subsidiary sponsors, the member clubs and many of the players taking part in the event are likely to have their own sponsors. In addition, the broadcast of the competition may also be sponsored. As far as possible, the parties need to consider carefully the various areas where conflict with the rights of the other persons, or organisations involved in the competition, may occur, and frame the grant of rights and the obligations of the parties accordingly.

• 2 As a long-established competition, there may be existing obligations which need to be taken into account when defining the rights to be granted to the sponsor. The sponsor will want to ensure that any existing rights which conflict with the rights being offered are brought to an end as soon as possible.

• 3 The extent of the obligations on the part of the governing body to require participants to use the sponsored title when referring to the competition, or to ensure that the sponsored title is used in participants’ printed material, will depend on the level of control that it has over the participants.

• 4 Where possible, it is desirable that any logo of the governing body is registered as a trade mark to give better protection to the parties.

• 5 The obligations on the part of the governing body regarding television coverage of the governing body should reflect the terms of the agreement with the broadcaster. For broadcasting agreements see Form 76 [1617] et seq post.

• 6 The exclusivity provisions have to be considered carefully in the light of the Competition Act 1998 (47 Halsbury’s Statutes (4th Edn) TRADE AND INDUSTRY), and where appropriate, guidance should be sought from the Office of Fair Trading.

• 7 The parties should consider whether the advertising boards rights should be separated out to save VAT. Specialist tax advice should be sought.