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TELEVISION BROADCAST RIGHTS AGREEMENT
This Agreement is made at [] and entered into on by and
between
(1) [] (hereafter “Licensor”), and
(2) [] (hereafter “Licensee”)
RECITALS
A. The Licensor owns and controls the commercial rights to each of the Matches, and the
Opening and Closing Ceremonies (all of which are defined below).
B. By this Agreement, the Licensor wishes to grant to Licensee the Television Broadcast
Rights (“RIGHTS”) within the Territory (as defined below), such Rights to include the right
to transmit and/or make available coverage of the Matches and the Opening and Closing
Ceremonies during the Rights Period (all of which are defined below), subject to the terms
and conditions set out in this Agreement.
C. Licensee wishes to acquire the Rights in consideration for payment to the Licensor of the
Rights Fee (as defined below) and other sums which are detailed herein and otherwise upon
the terms and subject to the conditions contained herein.
WHEREAS IT IS HEREBY AGREED AS FOLLOWS:
1. DEFINITIONS AND INTERPRETATION
1.1 In this Agreement, unless the context requires otherwise, the following terms shall have
the
following meanings:
Affiliate shall mean, with respect to any party, any corporation, joint venture, or other
business entity (i) which owns at least 20% of the share capital or equity interest of such
party, (ii) in which such party owns 20% of its share capital or equity interest, (iii) at least
20% of the shares of which are owned by the parent company of such Party, or (iv) Controls,
is Controlled by or under common Control with such party;
Agreement means this agreement, including the Schedules and Appendices hereto;
Analogue Terrestrial Broadcast means:
(a) any broadcast in analogue format of audio-visual images which is made by means of an
"over the air" terrestrial broadcast by Hertzian waves, which is capable of reception by the
general public by means of a standard home antenna or aerial and which is intended for
viewing on a television set; and
Ancillary Rights means the rights set out in Clause 2.8 below;
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Archive Footage means (i) audio, visual and/or audio-visual coverage of matches, together
with the opening and closing ceremonies and (ii) at any time from expiry of [] hours after
the relevant Match, Clips of Footage;
Archive Rights means the exclusive right to transmit and/or make available Archive Footage
for any purpose whatsoever (including without limitation, for the purposes of inclusion of the
same within any advertising or commercial, any compilation or other programme) by
Television Delivery, any and all derivative and/or successor technologies whether now
known or invented or developed in the future;
Audio Feed means an audio only feed with ambient sound from the Venue produced by the
Host Broadcaster to which commentary may be added;
Audio Rights means the right to transmit, broadcast and/or make available audio coverage of
the Matches, the Opening and Closing Ceremonies, including the Audio Feed and/or
Unilateral Commentary, by any means of electronic distribution, including Television
Delivery and during the Rights Period, on a live or delayed basis, in full and/or in part;
Bank Guarantee means the financial guarantee issued by a reputable bank approved in
writing in advance by the Licensor, which bank guarantees shall guarantee and secure
performance and fulfilment by Licensee of its obligations under this Agreement, including
guaranteeing and securing payment of the Rights Fee in accordance with the terms of this
Agreement;
Brand Guidelines means those regulations, restrictions and limitations issued from time to
time by and/or on behalf of Licensor relating to the use and reproduction of the official titles,
trademarks and logos of any Match, Opening and Closing Ceremony, any Team, and such
other persons as may be specified by Licensor which guidelines are subject to change by
Licensor in its absolute discretion but which shall not, in the Licensor’s reasonable opinion,
conflict with the terms of this Agreement;
Broadcast Distribution Systems means DTH Delivery, Cable TV Delivery, DTT Delivery,
Analogue Terrestrial Broadcast and Mobile Technologies;
Broadcaster Guidelines means those regulations, restrictions and limitations issued from
time to time by, and/or on behalf of, Licensor relating to production, distribution,
transmission and/or making available of Footage (including the imposition of any on-screen
graphics, adverts or commercial or sponsored features) and/or the marketing, promotion or
advertising of Footage, any Match, Opening and Closing Ceremony, and/or the use of any
imagery, representation or likeness of any player, manager, coach or officials of any Team or
the Intellectual Property Rights of any Team, which guidelines are subject to change by
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Licensor in its absolute discretion but which shall not, in the Licensor’s reasonable opinion,
conflict with the terms of this Agreement;
Broadcast Sponsor means any person who is entitled by virtue of any contract or
arrangement with the Licensee to associate its name, trademark or brand or any of its services
and/or products for promotional purposes with the transmission(s) and/or making available of
the Feed and/or Footage made pursuant to this Agreement, including by means of any
approved Interactive Service, and including by means of any on-screen identification
(including any visual, verbal or musical identification), billboards, breakbumpers,
squeezebacks, tickers, split screens, pop-ups or otherwise, and “Broadcast Sponsorship”
and “Broadcast Sponsorship Opportunity” shall be construed accordingly;
Cable TV Delivery means the delivery of audio-visual content by means of any cable
television or SMATV system (whether delivered via fibre optic, coaxial or other cable or
MMDS or relayed in whole or in part by encrypted multi-channel multi-point microwave
transmission or an combination of such technology) located in the Territory which the
operator is authorised to operate pursuant to any applicable law(s) in the Territory;
Change of Control, Control, Controller and Controlled shall each have the meaning in
Clause 10.4 of this Agreement;
Channel means any channel, platform or service owned or operated by Licensee, any
Affiliate thereof or its Sub-Licensee under Clause 13 below, which channel, platform or
service must be approved by Licensor in writing in advance;
Commercial Premises means:
(a) any premises, establishment or location (whether operated for commercial profit or
otherwise), other than a private residential home or other dwelling unit and other than any
place or area open to the public where a charge is made for admission (such as, by way of
example only, cinemas), which contains rooms or any other units which are provided or
available as temporary or permanent accommodation or as offices or business premises
(including, without limitation, hotels, motels, inns, guest houses, boarding houses, hospitals,
nursing homes, halls of residence, gyms and prisons); and
(b) any place or area which is open to members of the general public where no charge is
made for admission to that place or area including without limitation public houses,
restaurants, cafes, shopping malls, bars, schools, sports and social clubs and leisure centres;
Competitor means any person whose business involves the provision of services or the sale,
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manufacture or distribution of goods which fall within the same category of goods or services
as those provided, sold, manufactured or distributed by (as applicable) the Title Sponsor or
Official Sponsors;
Confidential Information means all information in whatever form (including written, oral,
visual or electronic) (i) obtained as a result of entering into or performing this Agreement
including the correspondence, communications and negotiations in relation to it, (ii) relating
to the business or affairs of Licensor (and/or its commercial partners, or associated or
subsidiary entities) or Licensee as may be communicated to Licensee during the tender
process and/or the Rights Period (whether of a technical nature or otherwise), and any
subsequent discussions which take place between Licensor and Licensee;
Data means all recorded information relating to the League, the Teams and players taking
part in the Matches, including all fixture lists, scores and/or statistical information relating
thereto, regardless of form or the media on which it may be recorded;
Data Rights means the right to use the Data;
Decoder Card means any decoder card, smart card or similar device that is issued to a
residential or commercial subscriber for the purposes, inter alia, of decrypting and/or
enabling the viewing of the signal of any of the Channels when used in conjunction with a
decoder box or similar device;
Designated Account means the bank account notified to Licensee by Licensor from time to
time and into which Licensee shall pay the Rights Fee;
DSL means the technology known as "digital subscriber line" or any other similar or
replacement technology which enhances the capacity for the transmission of data on fixed
telecommunications networks;
DTH Delivery or DTH means the transmission of audio visual content in an intelligible form
by means of a signal which is transmitted direct from a satellite to a satellite dish (or any
other form of satellite reception equipment now available or developed in the future) at the
place of reception for the purpose of viewing that audio visual content at that place of
reception and not for the purpose of retransmission to any place other than that place of
reception including, without limitation, satellite master antennae systems operated on an
"Intermediate Frequency" basis (commonly referred to as "SMATV I.F."). For the avoidance
of doubt, re transmission within Commercial Premises, and retransmission via encrypted
multi point microwave or equivalent transmission for viewing by residents of multiple
dwelling units within the immediate vicinity of that place of reception, shall, for the purposes
of this definition, be deemed to be DTH Delivery;
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DTH Platform means a platform by means of which, inter alia, encrypted Channels are
transmitted, distributed and retailed via DTH Delivery;
DTT Delivery means the transmission of audio visual content in an intelligible form by
means of frequencies which may from time to time be allocated by the relevant governmental
or regulatory authority/ies for the broadcast of television programming by digital terrestrial
means for reception and viewing in the Territory, but excluding the use of any Mobile
Technology;
Digital Rights means the Internet Rights and the Mobile Rights;
Exclusive shall have the meaning ascribed to it in Clause 2.4 to this Agreement;
Exclusivity Period means in respect of each Match, the period which commences upon the
start of the relevant Match and ends [] hours after the end of the relevant Match;
Exploitation Plan means the audio-visual distribution plan in respect of the Matches;
Feed means the live and continuous moving image video signal of a standard and
specification
consistent with the presently accepted standard and specification of international broadcasts
of
international matches of each Match and Opening and Closing Ceremony in either 16:9
aspect ratio incorporating slow motion replays, titles and any graphics selected by, or on
behalf of, Licensor, with international commentary in English, and with integrated
international ambient sound and audio on a separate track, which shall be in High Definition
(HD);
Film Rights mean all rights to create, produce, transmit and/or make available (in any media
whatsoever) any full-length feature film (whether in documentary-style, purely fictional or
otherwise) based on, and/or inspired by, Licensor, any Match;
Fixed Media Rights means all rights to exhibit, exploit and/or distribute an audio-only, still
or moving visual-only or audio-visual material, data and/or textual material (including the
Feed but not any Unilateral Coverage) of, and/or relating to, any Match by means of any
magnetic, electronic or digital storage devices including, without limitation, DVDs, HDVD,
VHS cassettes, CD-Roms, datacards, PSPs and laser discs, DTO (Download to Own) and
DTR (Download to Rent), including via services such as iTunes;
Footage means the audio-visual coverage of any Match, Opening and Closing Ceremony
contained in the live Feed, in part or in full, live or delayed, produced or created by or on
behalf of Licensor;
Force Majeure Event has the meaning ascribed thereto in Clause 20.4;
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Free means any television service or channel (or package of services or channels) which may
be viewed by all recipients without any payment other than fees or taxes imposed by any state
or local government (or agency thereof) for ownership of a receiving device or for general
reception of, or access to, such service or channel (or package of services or channels);
Graphics Package means any graphics (including statistical information and commercial
identifications) inserted into the Feed by or behalf of Licensee or (as the case may be)
Licensor;
Highlights mean any edited recorded segment(s) or extract(s) of any Match, Opening and
Closing Ceremony;
Host Broadcaster means the entity that produces the Feed on behalf of Licensor and/or, in
the event that Licensor produces the Feed itself, Licensor;
Inflight/On-board Rights means all rights to transmit and/or make available, by means of
any media whatsoever, any audio-only, still and/or moving visual-only and/or audio-visual
material relating to any Match, Opening and Closing Ceremony (including the Feed but not
including the Unilateral Coverage), in full or in part, whether on a live or delayed basis, for
reception, transmission and/or making available by means of any in-flight or on-board
entertainment system aboard any aircraft, ship, train or other form of transport anywhere in
the world; and all rights to exploit any and all commercial opportunities (including, for
example, broadcast sponsorship and commercial airtime opportunities) arising from, and/or in
connection with, each such transmission and/or making available;
Insolvency Event shall have the meaning set out in Clause 10.5 of this Agreement;
Intellectual Property Rights means any and all copyright and other intellectual property
rights
howsoever arising (and including in respect of any media whether now known or hereafter
devised), whether or not registered or capable of registration, including trademarks, service
marks, trade names, design right, registered designs, domain names and any applications for
the protection or registration of such rights and all renewals and extensions thereof
throughout the world;
Interactive Service means the provision of services to viewers in the course of viewing a
transmission or exhibition of any Match, Opening and Closing Ceremony to enable such
viewers to (i) access on demand data and/or information in textual form regarding the
Matches and/or the Teams and/or the players taking part in the Match(es); or (ii) place orders
for and/or carry out any revenue generating activity including the sale, licensing or supply of
goods and/or services, the provision of polling or voting mechanisms, the sale or supply of
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services, merchandise and/or ticketing and any other game, competition or similar product or
service and/or the use of premium rate telephone services, during a transmission; or (iii)
access on demand and/or select from a range of viewing options an enhanced or specific
viewing experience or any other forms of enhancements developed from time to time;
Key Territories means []
Languages means in respect of each country comprising the applicable Territory, the local
language(s) of the relevant country and any other languages as may be approved in advance
in writing by the Licensor, in its absolute discretion, during the Rights Period;
Laws means any international, national, federal, state, provincial or local statute, law,
ordinance, rule, administrative interpretation, regulation, order or decree or any other
requirement of any governmental authority;
League means []
League Marks shall mean and include the official League emblems including any foreign
translations and any permutations and derivations thereof;
Linear Transmission means the delivery of audio-visual content as part of a scheduled
linear service that does not permit an end user to choose the time at which it watches such
content;
Live Feed Insertions means the insertion of statistics, features, commercial and non-
commercial identifications (including scrolls, pop ups and other forms of promotional and
informative insertion) in the live Feed by or on behalf of Licensor;
Matches means [] match presentations and award ceremonies that immediately precede or
follow any such matches, but excluding (i) pre- or post-match entertainment staged at the
venues, and (ii) any opening and closing ceremonies, and comprising, in relation to the Media
Rights that are the subject matter of this Agreement, Matches comprising the League only
played during the Rights Period; and “Match” shall refer to any one of the Matches;
Media Rights means the rights and licences granted by Licensor to Licensee as set out in
Clause 2.1 of this Agreement;
Official Sponsors means official sponsors, official partners and official suppliers of the
Matches appointed by the Licensor from time to time, including but not limited to the umpire
sponsors, ground sponsors and timing sponsors, but expressly excluding the Title Sponsor;
On Demand Transmission means the delivery (whether by means of transmission,
streaming or downloading) to an end user of audio visual content which is selected by that
end user and delivered in response to an individual request to receive such content for
viewing at a time specified or selected by that end user;
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Opening and Closing Ceremony means the official opening and closing ceremony of each
series;
Owner means any person or persons, entity or entities who is or are the ultimate Controller(s)
of Licensee;
Pay means any television service or channel (or package of services or channels) which may
only be viewed by recipients on payment of a fee or other charge (other than fees or taxes
imposed by any state or local government (or agency thereof) for ownership of a Television
Set for general reception of, or access to, such service or channel (or package of services or
channels)), but excluding any Pay-Per-View and Video-On-Demand services;
Payment Schedule means in relation to the Rights Fee, the schedule of payment instalments
and due dates for payment of the same as set out in Clause 7.2;
Pay-Per-View means any transmission of a programme or package of television Footage in
respect of which, (i) a charge or charges are levied on a per programme, per occasion, per day
(or other period) per viewer or per package of Footage basis (which charge(s) shall be in
addition to any subscription fees or charges paid by viewers in consideration for the right to
view the particular service or channel of which the transmission forms part); and (ii) the time
for each such transmission is designated by the provider of that transmission (and not by the
viewer);
Performance Deposit means the monetary deposit paid by Licensee to Licensor prior to the
execution of this Agreement;
Person means any natural person, company, firm, partnership, unincorporated association
and any other entity of any kind whatsoever who or which is capable to contract under the
Contract Act of the country of execution;
Public Exhibition Rights mean the all rights to transmit, broadcast and/or make available,
by means of any media whatsoever, any audio-only, still or moving visual-only or audio-
visual material, data and/or textual material (including the Feed and Footage of, and/or
relating to, any of the Matches and/or Opening and Closing Ceremony (or any part thereof)
for exhibition to an audience anywhere in cinemas, stadia, water borne vessels, buses, trains,
any other place other than a private dwelling, armed services establishment, hospital, bar,
hotel, restaurant, airport, railway station, shopping mall, office, construction site and oil rig;
and all rights to exploit any and all commercial opportunities (including, for example,
entrance fees, sponsorship merchandising, broadcast sponsorship and supplier opportunities)
arising from, and/or in connection with, the transmission and/or exhibition of such material;
8
Reserved Rights means: (i) any and all rights and licences (including in respect of any form
of media or means of distribution or delivery now existing or created or discovered in the
future) not expressly granted to Licensee in Clause 2.1 of this Agreement, including without
limitation all rights outside the Territory, as further particularised in Clause 2.13 of this
Agreement; and (ii) those rights which are retained by Licensor notwithstanding any
exclusive Rights granted to Licensee, as further particularised in Clause 2.13 and 2.14 hereto;
Rights Fee means the aggregate monetary amount payable by Licensee to Licensor in
consideration for the rights granted to Licensee under this Agreement in respect of each and
all of the Territory Groupings as set out in Schedule 1 and payable in accordance with the
Payment Schedule and other provisions hereof;
Rights Period means the [];
Season means [];
Sponsored Logo means the official logo of the series which may at Licensor’s option
(exercisable in its discretion) be combined with the Title Sponsor's name or logo as notified
by Licensor to Licensee from time to time;
Sponsored Title means the official title of the League combined with the Title Sponsor's
name as notified by Licensor to Licensee from time to time;
Sports shall mean [];
Still Image Rights means the right to exploit still images derived from the Feed or the
Footage, or to take or authorise a third party to take still photographs or other images of the
Matches, Opening and Closing Ceremony and exploit or authorise a third party to exploit
such still
photographs or other images;
Successor Technologies means technologies hereafter developed or commercialised which
supersede any of those technologies which as at the date of this Agreement comprise the
Rights, and which may be included within the Rights granted under this Agreement in
accordance with
Clause 2.11 of this Agreement;
Team means a team owned and controlled by a franchise and sanctioned by [] to
participate in the Matches;
Team Logos means the official logos or emblems of the Teams;
Television Delivery means the delivery of audio-visual material for reception and viewing in
an intelligible form by means of DTH Delivery, Cable TV Delivery, DTT Delivery,
Analogue Terrestrial Broadcast. For the purposes of this Agreement “Television Delivery”
9
also includes transmissions to an audience (paying or non-paying) at armed services
establishments, hospitals, bars, hotels, restaurants, offices, airports, railway stations, shopping
malls, construction sites and oil rigs as a simulcast of the relevant Licensee’s transmissions
by the other means of Television Delivery, and as part of the relevant Licensee’s regular
operations, and not sold on a standalone basis and/or as a one-off event;
Television Rights means the right to transmit and/or make available the Footage, together
with any Unilateral Coverage and any Unilateral Commentary, in the Territory and during the
Rights Period, by means of Television Delivery for reception and exhibition in the Territory
only on a Free and/or Pay basis and in the Languages only as the case may be;
Term means the period described in Clause 10.1 below;
Territory means the countries and territories of the Territory Groupings set out in Schedule 1
to this Agreement;
Territory Groupings means the individual and/or groupings of countries and territories set
out in the individual schedules comprising Schedule 1 and collectively the Territory;
Third Party Licensees means persons authorised by Licensor to transmit and/or otherwise
make available Footage outside of the Territory;
Title Sponsor means the title sponsor of the League;
Unilateral Commentary means, in respect of a Match, Opening and Closing Ceremony the
contemporaneous verbal account and description of such Match, Opening and Closing
Ceremony produced by, or on behalf of, Licensee;
Unilateral Coverage means any audio-visual coverage produced by or on behalf of Licensee
in relation to any Match, Opening and Closing Ceremony at the relevant Venue, but
excluding any visual or audio-visual material comprising actual match-play;
Venue means, in respect of a Match, the stadium, ground or place at which such Match is to
be played or staged together with all areas reasonably required for the exercise of the Rights
only in so far as these are owned and/or controlled by Licensor, always to the extent that such
areas are within the control of Licensor (including, but not limited to, the pitch where play
takes place, the areas surrounding the pitch, the stands, passageways, walkways, staircases,
lifts, bars, toilets, boxes, gantries, walls, windows, seats, boundaries, floodlights, media
facilities, electronic scoreboards and replay screens, roofs, shops, car parks and other areas in
and around the stadium grounds or places and airspace above these static or moving objects
outside such stadium, ground or place; any security perimeter established by, or on behalf of,
Licensor and other land forming part of such stadium, ground or place), and any other areas
notified in writing to Licensee by Licensor, and “Venues” shall be construed accordingly;
10
Video-On-Demand means any delivery of audio-visual content to an end user of such audio-
visual content which is selected by that end user and delivered in response to an individual
request to receive such content for viewing at a time specified or selected by that end-user,
including on a subscription basis (SVOD);
Virtual Reality Rights means the right to manipulate the Footage by technological means so
that a viewer of or a subscriber to digital content in relation to the Footage who is based or
located in the Territory may, by means of the use of a headset or other device, be afforded a
360 degree view or aspect of such digital content as if he himself or she herself was present at
the Venue where the Match featured in the Footage is taking place; and for Licensor to
exploit itself in accordance with the duration of Footage and delays of the Licensor Rights,
and for Licensor to authorise third parties to exploit in accordance with the duration of
Footage and delay of the Clip Rights, and Virtual Reality shall be construed accordingly;
Working Day means any day excluding Saturday, Sunday and public holidays in [].
1.2 In this Agreement, unless otherwise specified: (a) the list of contents and headings are for
ease of reference only and shall not be taken into account in construing this Agreement; (b)
references to this Agreement or any other document shall be construed as references to this
Agreement or that other document, as amended, varied, novated, supplemented or replaced
from time to time; (c) references to any recital, Clause, paragraph or schedule are to those
contained in this Agreement and all schedules to this Agreement are an integral part of this
Agreement; (d) references to a party are references to Licensor and Licensee including
either; (e) references to any gender includes the others; (f) references to a person shall be
construed so as to include that person's successors in title and permitted assigns or
transferees; and references to a person shall also be construed as including an individual,
firm, partnership, trust, joint venture, company corporate, body corporate, unincorporated
body, association, organisation, any government, or state or any agency of a government or
state, or any local or
municipal authority or other governmental body (whether or not in each case having separate
legal personality); (g) the words include, including and in particular shall be construed as
being by way of illustration or emphasis only and shall not be construed as, nor shall they
take
effect as, limiting the generality of any preceding words.
2. RIGHTS
Grant of Rights
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2.1 Subject to the terms and conditions of this Agreement, and, in particular, Clause 2.2 and
the provisions pertaining to exclusivity referred to in Clause 2.4 below, Licensor hereby
grants to Licensee:
Television Rights on [] basis
Audio Rights on [] basis
Ancillary Rights on [] basis
during the Rights Period and within the Territory for exploitation in the Languages only.
2.2 Licensee shall be entitled to exploit the Television Rights as follows:
(a) By Linear Transmissions and/or On-Demand Transmissions, strictly subject to Clause 6.1
below;
(b) live and in full;
(c) delayed and in full, including “as live” and deferred transmissions;
(d) delayed Highlights programmes produced by or on behalf of the Licensee for
transmission and/or making available on any Channel(s); and
(e) delayed Clips as follows only:
(i) to market and promote Licensee’s live transmissions of Footage;
(ii) to include in Licensee’s live transmissions of the Footage during rain breaks and other
interruptions in play; and
(iii) to include in programming produced by or on behalf of Licensee for exploitation by
Licensee on the Channel(s), including Match/League-related features, magazine Footage and
news Footage in all cases during the Rights Period and within the Territory for exploitation in
the Languages only.
Exclusivity
2.4 Subject to Clause 2.5 below, the Rights are granted on an “Exclusive” basis during the
Exclusivity Period, meaning that:
(a) The Licensor has not and, subject to Clauses 2.5 and 6.3, will not enter into agreements
with any other person which license or purport to license to such other person the Rights (or
part of them) to the relevant Match in the Territory until after the expiry of the Exclusivity
Period, save as qualified in this Agreement;
(b) after the expiry of the Exclusivity Period in relation to each Match, the Rights to such
Match shall become non-exclusive for the remainder of the Rights Period notwithstanding
anything else in this Agreement, provided that Licensee must not sublicense any Footage to
any third party.
2.5 Nothing in clause 2.4(a) will preclude Licensor, or any third party authorised by it, from:
12
(a) exercising any of the Reserved Rights; and/or
(b) exercising any of the its audio-visual, audio, and/or visual rights outside of the Territory;
and Licensee acknowledges and agrees that the Licensor shall be free to transmit, make
available and/or otherwise exploit and/or to authorise any other persons to transmit, make
available and/or otherwise exploit, the Rights or any part of them within the Territory on a
non-exclusive basis without restriction after the expiry of the Exclusivity Period for the
remainder of the Rights Period.
2.6 The Licensor agrees that it shall not authorise any direct competitor of Licensee in the
relevant part of the Territory to transmit, make available or otherwise exploit in that part of
the Territory any Television Rights in respect of a particular Match until [] hours after the
end of the Match, subject to the News Access provisions under Clause 2.16 below.
2.7 For clarity, the Ancillary Rights are granted on a non-Exclusive basis throughout the
Rights
Period, and Licensee acknowledges and agrees that Licensor shall be free to exploit and/or to
authorise any other persons to exploit the Ancillary Rights or any part of them within the
Territory on a non-exclusive basis without restriction throughout the Rights Period.
Ancillary Rights
2.8 The Ancillary Rights granted to Licensee for exploitation during the Rights Period within
the Territory and solely for exploitation in the Languages in association with Licensee’s
exploitation of the Rights are as follows:
(a) the right to produce Unilateral Coverage and Unilateral Commentary for transmission and
making available by means of Television Delivery during the Rights Period within the
Territory in the Languages solely as part of the Licensee’s transmissions of the Footage
pursuant to the grant of Television Rights under Clause 2.1;
(b) the right to access (1) up to [] minutes of Archive Footage to incorporate in promotional
trailers to transmit and/or make available by means of Television Delivery, during the Rights
Period within the Territory in the Language; and (2) [] still images of players for use in
promotional material during the Rights Period within the Territory in the Language, in each
case solely to promote and market Licensee’s transmissions of the Footage and not to
promote any other Licensee or third party channels, platforms, goods or services, and
provided that:
(i) the use of the Footage, Archive Footage and/or still images do not suggest endorsement of
the Licensee or any of its channels, platforms, transmissions, Footage, goods or services, or
of any third party channels, platforms, transmissions, Footage, goods or services, by any
13
Team, player, coach, or official or by the Licensor, Title Sponsors, Official Sponsors or other
commercial partners;
(ii) Licensee obtains the Licensor’s prior written approval for use of Footage, Archive
Footage and/or still images used for such promotional and/or marketing purposes, which
approval shall not be unreasonably withheld or delayed;
(iii) Licensee must ensure its use of still images is consistent with the guidelines issued by
Licensor. For each permitted promotion, pursuant to this Clause, the Licensee may only use
images of a group of up to [] and not less than [] players each player representing a
different team. Licensor approval of Licensee’s use of still images pursuant to Clause 2.8(b)
(ii) above shall not relieve Licensee of its obligation to comply with this Clause 2.8(b)(iii);
(iv) Licensee must obtain the Archive Footage from Licensor or its nominee (unless already
within the possession of Licensee due to a prior agreement with Licensor) and Licensee must
pay all associated tape, technical, research and delivery charges of accessing the Archive
Footage;
(c) a non-exclusive, non-transferable, revocable, royalty free licence to exploit during the
Rights Period and within the Territory the Marks:
(i) solely in connection with Licensee’s transmissions of the Footage and to promote
Licensee’s transmissions of the Footage;
(ii) in accordance with the Brand Guidelines and the terms of this Agreement (including
without limitation Clauses 8.16 to 8.19 below);
(iii) subject to Licensee obtaining the prior written approval of Licensor, not to be
unreasonably withheld or delayed, for each such use of the Marks in accordance with the
procedure or otherwise as notified by Licensor to Licensee in advance; and
(iv) subject to such use not suggesting an endorsement of the Licensee or any of its channels,
platforms, transmissions, Footage, goods or services, or of any third party channels,
platforms, transmissions, Footage, goods or services, by any Team, player, coach, or official
or any of its officials, the Title Sponsor, Official Sponsors or other commercial partners;
(e) Licensee and/or as applicable its Sub-Licensees shall be entitled to use the following
official designation solely in connection with its exploitation of the Television Rights during
the Rights Period within the Territory only, including in connection the promotion and
marketing of its transmissions of the Footage:
“Official Broadcaster of the Series”.
2.9 Without prejudice to the specificity of Clauses 2.8(d) above, Licensee must obtain the
prior
14
written approval from Licensor for all marketing, advertising and promotional materials that
it
wishes to exploit relating to the Matches and/or the Rights, including those that make use of
the Marks, Footage, Archive Footage and/or still images as permitted under this Agreement.
Licensee shall procure that its Sub-Licensees submit their requests for approval for such
materials to Licensee, not directly to Licensor, and Licensee shall then obtain the prior
written approval of Licensor to such materials on behalf of its Sub-Licensees as required.
Such approval from Licensor may be withdrawn by Licensor in the event any approved
marketing,
advertising and promotional materials are found to be inappropriate, materially harmful to
image of the Licensor and Licensee shall if called upon to do so, immediately cease all
exploitation, communication and/or distribution of such marketing, advertising and
promotional materials.
2.10 Without prejudice to Clause 2.8 and 2.9 above, Licensee must not use the Footage,
Archive Footage, the Marks or any connection with Licensor to promote, advertise or market
any of the following:
(a) any and all mobile telecommunications virtual network services, whether existing now or
developed in the future;
(b) any form of telecommunications service (including but not limited to any service
providing access to the Internet) based on any fixed line/land line or cable infrastructure;
(c) any form of wireless handheld device capable of sending and/or receiving voice, data
and/or video communications, including but not limited to PDAs; and
(d) any form of television or video service, limited to DVB-H and DMB.
Successor Technologies
2.11 If during the Rights Period any new or improved technology is developed which is being
exploited or is likely to be exploited in the Territory for the delivery and/or exploitation of
audio-visual material and which the Licensee wishes to add to the definition of Television
Rights the Licensee shall notify Licensor in writing. Licensor shall advise the Licensee
whether it considers that such technology supersedes and/or supplements and/or is a
successor to one or more of the means of technology contained in the Television Rights,
awarded to the Licensee and, where Licensor so determines, delivery and/or exploitation by
such technology shall become a Successor Technology to those technologies, Licensee shall
be entitled to exploit such Successor Technology in accordance with the terms of this
15
Agreement and any other additional terms that Licensor may deem necessary in its discretion,
save that such additional
terms will not conflict with the Rights granted hereunder. Licensee and Licensor shall
endeavor to resolve any dispute in relation to this Successor Technology process, and if the
dispute is not resolved, either party may refer the matter to arbitration in accordance with
Clause 27 of the Agreement.
Editing
2.12 Licensee shall, without limitation to Clause 2.1 but subject in each case to Clauses 8.2 to
8.6 (inclusive) below, only have the right to reconfigure, combine, edit, manipulate, alter,
dub,
subtitle or repackage the Feed and Footage for purposes of exploiting the Rights and to
conform to time segment requirements, local censorship regulations or program practices, or
for the purpose of inserting intermission or Broadcast Sponsorship and/or commercial breaks
and to copy and store the Feed and Footage on any storage device in any medium for the
purpose of exploiting the Rights, and Licensee shall bear all costs in relation thereto.
Reserved Rights and Limitations
2.13 (a) All rights (whether now existing or created or discovered in the future) that are not
expressly included in the Rights are unconditionally reserved to Licensor for exploitation in
the Territory (and outside it) during (and after) the Rights Period in its absolute discretion,
including any and all Reserved Rights (in full or in part).
(b) For the avoidance of doubt, the Reserved Rights include the following:
(i) []
(c) In cases of doubt, Licensor will determine (in its absolute discretion) whether a means of
transmission or exploitation falls within or is excluded from the Rights granted and/or
whether it falls within the Reserved Rights.
(d) The use by viewers of their own personal recording devices to record materials
transmitted via Television Delivery for personal use only in accordance with the relevant
locals Laws will not be in breach of the Reserved Rights or this Agreement, subject to
compliance with the terms of this Agreement.
Third Party News Access
2.16 (a) Notwithstanding the grant of any rights or licences on an Exclusive basis hereunder,
Licensee acknowledges and agrees that such rights, licences and exclusivity shall be subject
to all applicable Laws in the Territory, including any laws, industry codes and practices
relating to so called "fair use" or "news access".
16
(b) Accordingly, the Licensee agrees to be responsible for and shall facilitate and coordinate
(including contracting on commercially reasonable terms) appropriate news access and
syndication rights throughout the Territory in accordance with the customs and practice and
any applicable Laws throughout the Territory. If Licensor wishes, in its absolute discretion, it
may require Licensee to liaise with Licensor to develop a reasonable news access policy for
the countries of the Territory, otherwise this shall be the sole responsibility of Licensee.
(c) Further, to the extent that the same can be required in accordance with applicable law,
Licensee shall procure that any person granted news access rights shall be required to credit
Licensor by clearly displaying the Sponsored Logo on any transmission or exhibition of any
Footage or (where that cannot be required under applicable law or fair dealing rules and
practices) a source credit for Licensor, it being acknowledged that any paid-for Footage must
carry Sponsored Logos.
(d) Notwithstanding anything else in this Agreement, Licensor reserves the right to grant to
any third party the license to transmit and/or make available by means of any media
whatsoever, Highlights for inclusion in any bona fide national, regional and/or international
news service provided that each such transmission is always:
(i) limited to the extent required by local applicable laws; or
(ii) in the absence of such laws, limited to guidelines laid down by the Licensor, failing which
upon customary terms (being the transmission of footage of up to [] in duration in the
aggregate for each Match, within [] hours after the end of each Match.
(e) Licensee shall monitor the compliance by persons authorized to transmit Footage for news
access with the terms of such authorization, any news access guidelines issued by Licensor
and/or this Agreement, and Licensor will provide reasonable assistance to Licensee to ensure
such compliance. In the event that such person or any other person fails to comply with those
terms, news access guidelines and/or this Agreement, Licensee will work with Licensor to
resolve the same. If required, Licensor will provide all reasonable documentation for the
courts for the Licensee to take effective steps to curb any encroachment of their rights by
third parties. However, under no circumstances will Licensee be able to claim any reduction,
refund or reimbursement of any amounts Licensee is obliged to pay under this Agreement as
a result of a failure to comply for whatsoever reason with the terms of authorization to exhibit
Footage for news access, any news access guidelines issued by Licensor and/or this
Agreement.
3. ACCESS TO VENUES AND ADDITIONAL LICENSEE PRODUCTION
17
3.1 Licensee shall not attend a Venue in order to make any Unilateral Coverage or Unilateral
Commentary or otherwise film, broadcast or other form of visual and/or audio-visual
coverage of or in connection with any Match, Opening and Closing Ceremony or part thereof
other than as permitted by, and in accordance with the provisions of, this Agreement.
3.2 Licensor shall provide Licensee with reasonable access and accreditation to the Venue of
each Match pursuant to and for the purpose of exploiting the rights granted in Clause 2.1
subject to and in accordance with the terms and conditions set out in this Agreement.
Licensor shall use its reasonable endeavours to procure for Licensee coverage enhancement
facilities, presentation facilities and commentary positions, subject to Licensor, Licensee and
any relevant third party (e.g. Venue owner) reaching agreement as to the cost of such
facilities/positions, so as to meet the reasonable requirements of Licensee, subject to Licensee
notifying Licensor of all such requirements not less than [] prior to the first Match of the
relevant Season.
3.3 The following procedures and conditions shall apply where Licensee wishes to attend the
Venue of any Match:
(a) Licensee will comply with all accreditation processes applicable to the provision of access
to the Venues;
(b) Without prejudice to Clause 3.3(a), Licensee shall give Licensor not less than 14
(fourteen) days' notice of its intention to attend such Match;
(c) Licensee acknowledges and agrees that the Host Broadcaster shall have priority over
Licensee for camera and commentary positions, presentation and any other facilities within
the relevant Venue, but that Licensee shall be entitled to receive priority access over all other
licensees of Licensor and other media companies;
(d) When attending any Venue, Licensee must comply with the directions of the Licensor, the
Host Broadcaster and the Venue owner;
(e) Licensee shall have regard at all times to the interests and reasonable wishes of the
relevant home Team and Venue owner and shall cause as little disruption as possible to the
Teams, Host Broadcaster and spectators of such Matches;
(f) Licensee undertakes to respect and abide by, and will ensure that its employees,
subcontractors, agents and representatives respect and abide by, all laws, rules, regulations
and/or guidelines imposed by law or by any competent authority (including but not limited to
all relevant health and safety laws and regulations which may apply at any Venue at which
Licensee or its personnel may attend, and the regulations and policies of Licensor, the Venue
owner(s) which are applicable to the operation of this Agreement.
18
3.4 Licensee:
(a) is responsible for any damage caused by it or its employees, subcontractors, agents and
representatives in conducting their work, being present on site, and in installing, having
present or removing any equipment, including without limitation, damage to any person or
property (“Damage”);
(b) agrees to make good, at the Licensee’s expense, any Damage and/or reimburse Licensor
for the cost of make good works in relation to such Damage (at Licensor’s election); and
(c) indemnifies Licensor against all losses, damages, expenses and costs that Licensor may
incur in relation to any Damage.
3.5 Licensee agrees that it shall not conduct any interview with any player, manager, coach or
official involved in a Match at any Venue immediately before, during (including at any
interval or break in play) or after a Match unless such interview, where practicable and
reasonable takes place in front of an interview back-drop supplied by or on behalf of Licensor
or the home Team in the relevant Match.
3.6 (a) Subject to Clause 3.6(b) below, Licensee shall retain all rights, title and interest in the
Unilateral Commentary and/or Unilateral Coverage (excluding Match play footage) that it
produces pursuant to this Agreement, provided that:
(1) Licensee shall only be entitled to exploit such Unilateral Commentary and Unilateral
Coverage during the Rights Period in the Territory and otherwise in accordance with the
terms of this Agreement; and
(2) Licensor shall on its request be given access to all Unilateral Commentary and Unilateral
Coverage free of charge to Licensor and shall be freely entitled to exploit the same from []
after the relevant Match.
(b) Licensee acknowledges and accepts that it must not film any footage of actual Match play
in filming Unilateral Coverage without Licensor’s approval. If Licensee films any footage of
actual Match play, Licensee hereby absolute, irrevocably and unconditionally assigns to
Licensor (including by way of present assignment of future copyright) all right, interest and
title in and to any Match play footage produced by or on behalf of Licensee pursuant to the
rights granted to Licensee under this Agreement, including without limitation copyright, all
rights of action and all other rights of whatsoever nature as may exist in any part of the world,
with effect from the creation thereof, to hold the same and to Licensor and its successors and
assigns absolutely for the full period of copyright therein including all renewals, revivals and
extensions thereof.
4. CONTENT PROTECTION, OVERSPILL, AND ANTI-PIRACY
19
4.1 The Parties acknowledge and agree that the Rights have been granted on the basis that
Licensee’s (and its Sub-Licensee’s) transmissions and/or making available of Footage shall
only be viewed by an audience within the Territory.
4.2 The Licensee undertakes to ensure that all of its transmissions of Footage by means of
DTH
Delivery pursuant to this Agreement are securely encrypted using state-of-the-art and best
practice technology and neither the Licensee nor any Sub-Licensee will authorise or enable
any person:
(a) to receive or view by means of DTH Delivery an unencrypted signal of any transmission
of Footage by means of DTH Delivery; or
(b) to decrypt (whether through distribution of set-boxes, Decoder Cards or otherwise) an
encrypted signal of Licensee’s transmissions made available by means of DTH Delivery, if
such person is outside the Territory or is otherwise not authorised to receive and/or view the
same.
4.3 Licensee undertakes not to actively market or promote the availability of the Programmes
on the Channels outside the Territory.
4.4 Licensee further undertakes that it shall:
(a) ensure that, for any On-Demand Transmissions of Footage (including any catch-up
services and/or time-shifted Transmissions) delivered by means of Television Delivery, the
service follows the security and copy protection requirements applicable to Licensee’s
television channels; and
(b) (i) ensure Footage can only be made available via On Demand Transmissions for the
Permitted Duration after the conclusion of Licensee’s live and/or delayed transmission of that
Footage. Licensee will use the necessary technology to ensure that it is not possible to store
or save the Footage for longer than that period of the Permitted Duration or (save only as
provided below) to transfer the recording of the Programme to another device.
(ii) For the purposes of this clause, “Permitted Duration” shall mean a maximum of [] days
or such period commonly utilized in accordance with industry standards in the Territory
during the Rights Period, as agreed with Licensor in its absolute discretion, and in any event
no later than the expiry of the Rights Period, except via personal video recorders (“PVRs”)
unless and until such time as PVRs or software issued by Licensee for PVRs permits auto-
deletion of content on PVRs such as to allow compliance with this clause.
(iii) It is agreed that Licensee shall be entitled to authorise and/or facilitate the viewing of
Footage by On-Demand Transmissions during the Permitted Duration, strictly within the
20
Territory, via so-called “Side-Loading”, whereby subscribers to Licensee’s services are able
to transfer Footage saved onto a PVR device onto another device for the purposes of viewing
that Footage, and/or “Network PVR”, whereby the Footage is saved in the Cloud and may be
accessed by a subscriber to be viewed within the Territory only; and (c) where applicable to
the delivery system concerned, employ an effective current industry standard “hand shaking
protocol” that is designed to ensure that the Footage may only be viewed on subscriber-
registered receiving devices with, in respect of devices manufactured from the date of this
Agreement individual recognition capability (the “Devices”); and
(d) employ technology designed to ensure that the Footage cannot be saved onto and viewed
from a hard drive, or downloaded and viewed: (i) on any device other than the Devices; and
(ii) at any stage following expiry of the relevant Permitted Duration set out in Clause 4.5(b)
(ii) above except via personal video recorder to the extent permitted under applicable law for
the purpose of private domestic viewing; and
(e) not grant or authorise any Internet users the right to re-publish and/or re-produce and/or
commercially exploit the Footage (or part thereof).
4.5 The unavoidable and unintentional overspill into the Territory during the Exclusivity
Period
of transmissions of Footage by Television Delivery by Third Party Licensees due to the
inherent capability of (i) satellites to beam down signals that are not confined to, and (ii)
transmissions by Analogue Terrestrial Broadcast and/or DTT Delivery not to be restricted to,
territorial boundaries, and their subsequent unauthorised relay (if any) by third parties within
the Territory shall not constitute a breach of this Agreement by Licensor.
4.6 Subject to compliance with Clauses 4.2 and 4.3 above, while the Licensee (and its Sub-
Licensees) shall have no right to transmit the Matches by means of Television Delivery
outside of the Territory, the unavoidable, unintentional and natural overspill outside of the
Territory or any part thereof of Licensee's transmissions by Television Delivery due to the
inherent capability of (i) satellites to beam down signals that are not confined to, and (ii)
transmissions by Analogue Terrestrial Broadcast and/or DTT Delivery not to be restricted to,
territorial boundaries, shall not constitute a breach of this Agreement provided that:
(a) such transmissions were not intended for reception in any country or countries outside the
Territory or any part thereof;
(b) such transmissions are not receivable throughout the whole or any substantial part
(defined by reference to the number of television homes) of any country outside the Territory
or any part thereof;
21
(c) Licensee shall not authorise or facilitate the reception or retransmission of its
transmissions outside the Territory;
(d) the availability outside the Territory of Licensee’s transmissions by means of Television
Delivery shall not be deliberately marketed in any media anywhere outside the Territory;
(e) Licensee shall immediately inform Licensor in writing of any such overspill as soon as it
becomes aware of such; and
(f) Licensee shall take all reasonable actions as Licensor may require to prevent any
unauthorised reception and/or cable relay of its transmissions outside the Territory.
4.7 Overspill by the Licensee in breach of any of Clauses 4.7(a)-(f) above shall be a material
breach of this Agreement, entitling Licensor to terminate this Agreement and/or suspend (in
full or in part) Licensee’s rights under the Agreement until such breach is cured.
4.8 The Licensee acknowledges and agrees that in respect of any unauthorised distribution,
transmission, re-transmission or broadcast of the Footage or any part thereof, into or within
the Territory Licesnor shall take at its own cost practical and reasonable steps (which may
include legal action) in the absolute discretion of Licensor to prohibit the unauthorised
distribution, transmission, re-transmission, broadcast exhibition or other making available of
the Footage or any part thereof (by any person other than Licensee) into or within the
Territory. In addition, and without limitation to the foregoing obligation, Licensor shall,
where requested, provide practical and reasonable assistance to Licensee (at the cost of the
Licensee) to take effective legal action against any third party responsible for unauthorised
distribution, transmission, re-transmission or broadcast of coverage from any of the Matches
(or any part thereof).
4.9 Licensee undertakes to provide the comprehensive anti-piracy solution for the Territory
as mutually agreed with Licensor throughout the Rights Period, including, full-time
monitoring for unauthorised transmissions of the Matches by any means in the Territory and
Licensee taking action to ensure that any such unauthorized transmissions are promptly
stopped. Licensee shall provide Licensor with reporting (in sufficient detail to Licensor’s
satisfaction) of identified piracy and the steps taken to stop it, such reporting being not less
than weekly during each series of the Match and not less than monthly outside of such series.
5. FEED
5.1 Any Graphics Package or Live Feed Insertions inserted in the Feed by Licensor shall be
of a number, size, appearance and purpose as may be determined by Licensor in its sole
discretion
and may integrate copyright notices, trademark legends and reference any official website of
22
Licensor, in each case as Licensor may, from time to time, reasonably specify and/or require.
5.2 (a) Licensee acknowledges and accepts that Licensor shall be entitled (but not obliged) to
insert in the Feed:
(i) Sponsored Logo in the top left hand corner of the screen,
(ii) a continuous or intermittent timing sponsor graphic,
(iii) verbal references to the timing sponsor, and
(iv) occasional verbal or visual references to other Official Sponsors and/or the Title Sponsor,
and to the blimp, hawkeye and spidercam equipment, and Licensee shall be under an
obligation not to block, remove or obscure these verbal or graphic insertions in the Feed in
any way whatsoever in its transmissions and/or exhibitions.
(b) Licensee further acknowledges and accepts that Licensor shall be entitled to use the Feed
to promote and sell admission tickets for Matches and exploit SMS solicitation and
exploitation in scrolls, including for predictor-style games.
(c) With the exception of the elements set out in Clauses 5.2(a) and (b) above, Licensor shall
ensure that the Feed is free of commercial elements.
Availability of Feed
5.3 The Feed shall be available to Licensee (from not later than [] minutes before the start
and until not earlier than [] minutes after the end of the relevant Match) (i) at the Venue of
the relevant Match from the Host Broadcaster’s production control room or truck, and BT
Tower, in each case at no additional cost to Licensee (each a “Delivery Location”). Licensee
shall make all necessary arrangements with the Indian Subcontinent Television Licensee to
access the Feed from it.
Transmission of Feed
5.4 Licensee shall be responsible at its own cost for making all necessary arrangements for
the
onward transmission, delivery and distribution of the Feed from the Delivery Location
(including obtaining, paying for and putting in place the necessary equipment and obtaining
and paying for all necessary licences to uplink and relay the Feed):
5.5 Licensee recognises the fundamental importance of preserving the security and integrity
of
the signal of the Feed. Accordingly, Licensee hereby undertakes to Licensor that it shall only
use such methods and routing for transmission and/or relay of the Feed to the Territory as
shall be reasonably directed by Licensor or which have been approved by Licensor in writing
or are
23
used (with Licensor approval) by any other of Licensor’s licensees. For the avoidance of
doubt,
Licensee shall not be prevented from taking a less expensive routing provided that such
routing is approved by Licensor in terms of the security of the signal.
5.6 Licensor will take such action (if any) that it decides in its discretion is appropriate
against
unauthorised, infringing or pirated distribution, transmission, re-transmission or other
makings available of the Feed and Licensee shall cooperate with Licensor for this purpose
including without limitation by taking such action as may be requested by Licensor. Licensor
shall take all reasonably necessary steps to enable Licensee to take effective legal action
against any third party introducing the Feed or Footage into the Territory in a manner
inconsistent with this Agreement.
5.7 The Licensee shall be responsible (at its cost) for any reformatting, reconfiguring or other
modulation of the Feed that is necessary for it to exploit the Rights that it has been granted.
5.8 The legal ownership of all tapes, prints and/or other materials (“Material”) delivered to
or
acquired by Licensee from Licensor and/or the Host Broadcaster shall remain at all times
with
Licensor and Licensee shall not do or suffer any act or thing whereby any other person would
have any right or would be entitled to take permanent possession of any of the Material.
Clearances
5.9 The parties acknowledge and agree that Licensor makes no representation and gives no
warranties either present or future with respect to the procurement of any licence required by
Licensee from any regulatory, governmental or similar authority within the Territory to
broadcast, transmit or deliver any Feeds or that any Feed complies with any censorship,
restrictions or other requirements which may be necessary or imposed by any regulatory,
government or other similar authority or body in the Territory.
5.10 Licensor hereby covenants:
(a) that the Feed (and all contained therein when delivered or made available to Licensee)
shall be cleared for all uses contemplated by this Agreement;
(b) to use reasonable endeavours to ensure the Feed (and all contained therein when delivered
or made available to Licensee) shall contain nothing to infringe the laws of []; and
(c) in a timely manner to obtain all necessary licences and clearances required to enable it to
perform its obligations hereunder and to grant the rights licensed to Licensee hereunder.
24
5.11 In regard to any music incorporated in any Feeds, or any of them, by Licensor, (as
between Licensor and Licensee) Licensee shall be required to pay any collecting society or
similar fees r dues arising by virtue of Licensee’s exercise of the rights granted to Licensee in
this Agreement. Licensor shall provide or ensure the Host Broadcaster provides Licensee
with music cue sheets for such music incorporated into the Feed.
5.12 Further, nothing in this Agreement shall grant Licensee a right or licence to reproduce,
apply or otherwise use the name, image or likeness of any player, official, other individual
involved in any Match or commentator or presenter (“Individual”) other than in the context
of
Licensee exercising the rights expressly granted hereunder in accordance with the terms of
this Agreement and any guidelines as to the use of player (or other Individual) imagery as
may be stipulated by Licensor and notified to Licensee from time to time during the Rights
Period, and in any event no use of the name, image or likeness of any Individual under this
Agreement shall be such as to suggest an endorsement by such Individual of any product or
service, or to suggest that any product or service endorses such Individual.
High Definition
5.13 If Licensee wants a Standard Definition Feed, the Licensee shall be responsible for
“downconverting” the Feed including obtaining and paying for the necessary equipment. For
the avoidance of doubt, Licensor shall not within [] hours of the relevant Match license
rights equivalent to the Media Rights to the Standard Definition format of a Match to any
other third party in any part of the Territory in which Licensee has been granted the relevant
Rights exclusively.
6. MINIMUM TRANSMISSION REQUIREMENTS, EXPLOITATION AND
PROMOTION PLAN/REPORTING
6.1 (a) In respect of the any and all Key Territories included in the Territory under this
Agreement, the Licensee must ensure that each Match, and must use its best endeavours to
ensure that each Opening and Closing Ceremony, during the Rights Period is transmitted live
and in full by means of linear Television Delivery (in the case of each Match) on an
uninterrupted basis throughout the Territory, including, in circumstances where two Matches
are played on one day, and the first Match overruns for any reason, such that there is a period
when two Matches are being played simultaneously, by transmitting both Matches live and in
full on separate channels/platforms.
(b) In respect of the countries and territories comprising the Territory that are not Key
Territories, the Licensee must ensure that each Match, and must use its best endeavours to
25
ensure that each Opening and Closing Ceremony, during the Rights Period is transmitted live
and in full by means of linear Television Delivery, (in the case of each Match) on an
uninterrupted basis, throughout the Territory, including, in circumstances where two Matches
are played on one day, and the first Match overruns for any reason, such that there is a period
when two Matches are being played simultaneously, by transmitting both Matches live and in
full on separate channels/platforms. (Each of the requirements set out in clause 6.1(a) and
6.1(b) above being the “Minimum Transmission Requirement”);
6.2 Not less than ninety (90) days prior to each such Season. Licensee must, as a material
obligation:
(a) notify Licensor in writing of how it will distribute and/or otherwise exploit its Rights in
the forthcoming Season; and
(b) inform Licensor (i) which if any of the Rights granted to it the Licensee will not be
exploiting in which if any of the countries or regions of the relevant Territory Grouping for
the series and/or (ii) if it will not comply with the Minimum Transmission Requirements set
out above in respect of any of the countries within the Territory and state those countries.
6.3 (a) Following any such notification pursuant to Clause 6.2(b), those Rights, if any, that
Licensee is not going to exploit in any particular country, or those countries where Licensee
will not comply with the Minimum Transmission Requirements, shall, upon written notice
from Licensor to Licensee, forthwith automatically and without further formality revert to
Licensor in respect of that Season (the “Reverted Rights”), such that in the relevant country
or region, Licensor shall be free (but not obliged) to exploit those Reverted Rights in its
discretion for that Season.
(b) Licensee shall not be entitled to any reduction in the Rights Fee upon the reversion of any
Rights to Licensor in accordance with this provision. However, in the event Licensor chooses
and is able to exploit the Reverted Rights or any part thereof, Licensee will receive []%of
net revenues actually received (after deduction of any applicable taxes, duties, etc.) by
Licensor from the exploitation of the Reverted Rights, which Licensor shall either (in
Licensor’s absolute discretion) pay to the Licensee (subject to the deduction of any applicable
taxes or duties and receipt from Licensee of a valid invoice in the correct amount) or deduct
the relevant amount from the next payment of the Rights Fee due from the Licensee. Licensee
acknowledges that the remaining []%may be retained by Licensor inter alia towards its
internal costs/ other expenses/ compensation for having to find alternate means of exploiting
the Reverted Rights or any part thereof.
26
6.4 Licensee undertakes to comply with the plans and proposals for the exercise and
exploitation of the Rights (or any part thereof) and its strategy and plan to promote the series,
the Matches and the Teams.
6.5 (i) Without limitation to Clause 6.4 above, at least [] months prior to the start of each
Season, Licensee will promote the League across all of its channels, platforms and services
via Television Delivery, in order to publicise the upcoming Season and generate interest in
the League amongst the public.
(ii) Licensee undertakes to use all reasonable endeavours to promote within the Territory the
series, the Matches and the Teams and its transmissions of the Matches and it shall liaise and
cooperate in good faith with Licensor in relation thereto. Licensor shall provide Licensee
with
reasonable assistance in relation to such promotional and publicity activities, and shall
endeavour to procure the availability of players to assist in such activities, subject to
availability and agreement relating to the costs thereof.
6.6 Licensees will be required to provide the Licensor with an “End of Season Report” no
later than [] days after the end of the Season in a suitable format for Licensor to review and
detailing how the Rights licensed have been exploited in the previous year, and setting out,
without limitation, the following information:
(a) Full details of each and every end distributer of the Rights throughout the Territory
(including all Sub-Licensees), including names, addresses, countries of
broadcast/transmission, means of transmission, the Channel(s)/platforms on which the Rights
were exploited and (as applicable) the broadcast reach;
(b) Copies of any contracts with such end distributers (including all sub-licence agreements)
not already provided to Licensor, redacted to remove sensitive financial information only,
except for the final End of Season Report, when the contracts must be provided to Licensor
unredacted;
(c) Full information and statistics on both intended and actual exploitation of the Rights,
including but not limited to:
(i) in relation to the Television Rights, audience figures from a recognised and reputed ratings
agency (where available broken down for all broadcasts, including live, delayed and
highlights Footage, audience demographics);
(ii) the spot actual invoiced rates and other advertising rates applicable to all sponsorship and
advertising in and around the end distributer’s exploitation of the Rights.
27
(d) full information regarding the technologies, mechanisms, technologies and techniques
employed by Licensee to comply with Clauses 4.3 and 4.5, above; and
(e) full information relating to Licensee’s and its Sub-Licensees’ advertising, marketing and
promotional activities and spend in relation to the League and the exercise and exploitation of
the Rights, with all necessary information, to demonstrate such spend to Licensor’s
reasonable satisfaction.
6.7 In addition to the End of Season Report, on request from Licensor during the series,
Licensee shall supply Licensor with information and statistics as reasonably required by
Licensor within [] days of such request.
7. RIGHTS FEE
Rights Fee
7.1 In consideration of Licensor’s grant of the licence of the Rights, Licensee shall pay to
Licensor the Rights Fee set out in Schedule 1 in accordance with the provisions of this Clause
7.
Payment Schedule
7.2 The Rights Fee shall be paid by Licensee to Licensor in the instalments and by the due
dates for payment of each instalment, which are as follows:
(a) [];
(b) Time is of the essence in relation to the Licensee’s payment obligations hereunder.
Interest shall be payable by Licensee to Licensor on any late payments of any amount
including any instalment of the Rights Fee at a rate of []% per annum.
Withholdings and Deductions
7.3 (i) All amounts due under this Agreement must be paid by Licensee into the Designated
Account including, without limitation, the Rights Fee, and all such amounts are expressed in
[], and shall be paid by wire transfer free and clear of, and without, deductions based on any
currency control restrictions, import duties, or any sales, use, value added tax, save and
except any deduction towards withholding taxes (which Sub-Licensee may deduct without
gross up) at applicable rates if required by law in the Licensed Territory. Sub- Licensee shall,
in case of such deduction of withholding tax, provide Sub-Licensor with proof of payment of
the deducted withholding no later than [] days following receipt by Sub-licensee of the
official receipt from such tax authority. The Sub-Licensee shall not be required to gross up
any such withholding taxes.
28
(ii) For the avoidance of doubt, if Licensee is required to make any other deduction or
withholding in respect of any taxes, imposts, duties or other such charges in respect of any
payment due under this Agreement, and in accordance with Clause 7.3(i) above, grosses up
the relevant payment to Licensor, but Licensor subsequently also receives a tax credit due to
the application of the withholding, Licensor shall refund Licensee such amount as will ensure
that
Licensor retains no more and no less that the full cash amount of the payment due (provided
that the sum refunded to Licensee may not exceed the amount by which it originally grossed-
up the payment to Licensor).
(iii) The parties hereby agree in good faith to seek to minimise the impact of any sales, use,
value added, withholding or other taxes applicable to any payment of the Rights Fee to the
extent permissible at law, it being accepted that no party shall, in doing so, be obliged to
prejudice its own position.
Rights Fee Adjustments
7.8 Licensee acknowledges and agrees that:
(a) If the number of scheduled Matches increases, such additional scheduled Matches shall
automatically and without further formality be included in this Agreement, subject to
Licensee paying additional amounts by way of an incremental increase in the total amount of
the Rights Fee, in accordance with the following formula:
Original Rights Fee for the relevant Season ÷ (DIVIDED by) the original number of
Matches) x (MULTIPLIED BY) the number of additional scheduled Matches = the
incremental increase in Rights Fee for that Season
(b) Any incremental increase in Rights Fee shall be paid by Licensee to Licensor on or before
the date of the first Match of each Season to which the incremental increase in Rights Fee
applies unless otherwise agreed in writing by Licensor.
(c) If the number of scheduled Matches decreases due to a decrease in the number of
Franchises or due to Licensor amending the format of the League, the total amount of the
Rights Fee for the applicable Season shall in those circumstances be reduced to reflect the
reduced number of scheduled Matches. The formula to be used to calculate the amount of
such reduction in the Rights Fee shall exactly mirror the formula to calculate any increase in
the Rights Fee set out at Clause 7.8(a) above.
7.9 If any scheduled Match is affected for reason of terrorism or war (including the imminent
threat of terrorism or war), the Rights Fee shall be reduced on a pro-rated basis for each such
Match, it being agreed that for these purposes a Match shall not be deemed “affected” if (a)
29
both competing Teams have arrived at the relevant Venue and (b) the Match umpires have
taken to the field for the purposes of commencement of play of such Match. There shall be no
reduction in the Rights Fee for any reason other than as provided in Clause 7.8(c) and this
Clause 7.9.
7.10 Any reduction in the Rights Fee arising as a result of the operation of Clause 7.8(c) or
Clause
7.11 shall be achieved either by, at Licensee’s request: (a) a refund of such amount by
Licensor within [] days after the scheduled date of such Match; or (b) deducting the relevant
amount from the instalment of the Rights Fee which is next due (in accordance with the
Payment Schedule) following such affected Match. In the event that:
(i) no instalments of the Rights Fee remain to be paid following such affected Match; or
(ii) the remaining instalments of the Rights Fee are insufficient to absorb the entire deduction
arising as from such affected Match, then a balance payment reflecting the amount due shall
be made by Licensor to Licensee within [] days following the end of the Rights Period.
7.12 For the avoidance of doubt, except in the circumstances set out in Clause 7.8(c) or
Clause 7.9 above, Licensee shall not be entitled to a reduction, refund or rebate of the Rights
Fee, if the number of scheduled Matches in any Season during the Rights Period decreases
for any reason whatsoever (including any Force Majeure Event, as defined in Clause 20.4,
below), and Licensor shall have no other liability to Licensee of any kind.
8. LICENSEE’S GENERAL OBLIGATIONS
Permissions
8.1 Licensee shall be solely responsible for obtaining and (as applicable) paying for all
necessary permissions or licences required by Licensee to exhibit, transmit and/or make
available the Feed and/or Footage pursuant to the Rights licensed hereunder, including any
and all permissions and/or licences from all relevant governmental, regulatory and/or judicial
authorities.
Interactive Services
8.2 (a) Any and all Interactive Services that are to be launched by Licensee in connection
with the exercise of the Rights (or any part thereof), whether as part of any enhanced
coverage or otherwise, are subject to Licensor’s written approval prior to the launch of the
relevant service. Licensee will provide Licensor with full details of any and all proposed
enhanced and/or Interactive Services that are to be launched and/or offered in association
with the exercise of the Rights, including, without limitation, potential financial benefits to
Licensor. At the request of the Licensee, Licensor may in its discretion authorise the
30
exploitation of such enhanced and/or Interactive Services on conditions Licensor deems fit.
All Interactive Services shall become the property of Licensor and any Intellectual Property
Rights in such Interactive Services shall be assigned to Licensor.
(b) Without prejudice to Clause 8.2(a) above, the Gaming Rights are excluded from this
Agreement and reserved to Licensor, and therefore any Interactive Services.
Virtual Advertising
8.3 Licensee agrees that it will not alter or add to the content of the Feeds whether
electronically or otherwise so as to remove, change or obscure any in-Venue advertising, any
Graphics Package or Live Feed Insertions incorporated into the Feed by or on behalf of
Licensor in accordance with this Agreement, save and to the extent as may be required to
comply with applicable Law. In respect of any transmission of Footage, the Licensee shall
not insert any "virtual advertisements" on the field of play during any Match play save as
otherwise may be
required to comply with applicable Laws and advertising restrictions in any part of the
Territory.
Quality and Integrity of Broadcast
8.4 Licensee shall ensure that all of its transmissions of Footage and its Unilateral Coverage
shall be of a quality and standard to be expected of a leading broadcaster broadcasting
premium
sports content, containing innovative high quality programming ideas and concepts and
consistent with, at Licensor’s request.
8.5 Licensee shall comply at all times with the prevailing Broadcaster Guidelines and Brand
Guidelines as may be issued by Licensor from time to time during the Rights Period, it being
agreed that Licensor shall endeavour to supply such Broadcaster Guidelines and Brand
Guidelines at least [] days prior to the start of each series.
8.6 (a) The scroll in all transmissions of the Feed and Footage as made available by Licensor
or the Host Broadcaster shall be the exclusive property of Licensor to promote the series and
the business, including the ticket sales, SMS exploitation and related promotional matters.
8.7 Licensee acknowledges and agrees that any violation by Licensee of Clauses 8.3 to 8.6
(both inclusive) above will be regarded as a material breach of this Agreement.
8.8 Licensee shall ensure that any Live Feed Insertions and/or Graphics Package incorporated
into the Feed by or behalf of Licensor in accordance with this Agreement are transmitted and
displayed without modification save as may be required to comply with applicable Laws.
Licensee acknowledges that any and all revenue generated by such Live Feed Insertions
31
and/or Graphics Packages incorporated into the Feed by or on behalf of Licensor shall accrue
solely to Licensor.
8.9 Licensee shall not edit, alter, manipulate, delete, change, overlay, distort, add to, delete
from or otherwise interfere with the Footage/Feed (including any recordings or parts thereof)
in any way whatsoever other than as permitted under this Agreement, including:
(a) to add commentary in the Language(s);
(b) to create or allow the creation of Highlights provided that there shall be no alteration to,
or manipulation of, the visual images and audio sound included in the portion of the Feed
used in any Highlights;
(c) subject to the terms hereof, to superimpose any graphics or factual information; and
(d) to add Licensee’s logo(s) and/or any logo of its appointed Broadcast Sponsor onto its
transmissions of the Footage, subject to Clauses 8.2 to 8.5 (inclusive);
8.10 Licensee shall not edit, alter, manipulate, delete, change, overlay, distort, add to, delete
from or otherwise interfere with any on-screen graphics, credits, opening and closing title
sequences, or any copyright notices or other credits (including any production credits) which
are incorporated into the Footage/Feed, and shall not insert anything within the Footage
which
may cause any play in progress (including any participants in any Match) or any advertising
sites featured in the Feed, e.g. advertising hoardings at the Venue, to be obscured in any
manner.
8.11 For the avoidance of doubt, Licensee shall be entitled to incorporate adverts and
commercial graphics and messaging in breaks at all times, or when Match play is stopped due
to player injury, but not pending the decision of the third umpires or field umpires and
provided in all cases such adverts or commercial messages are shown after the conclusion of
any action replay (it being acknowledged for the avoidance of doubt that Licensee can grant
sponsorship rights in relation to such action replay) and are in accordance with the
Broadcaster Guidelines, save that the Licensee shall be entitled to insert an action replay bug
in the first action replay of an incident and obtain broadcast sponsorship for such action
replay bug.
8.12 Licensee shall:
(a) use and procure the use by each of its representatives (including commentators):
(i) the correct and full name of each Venue;
(ii) the correct and full official Sponsored Title of the League;
32
(iii) the correct and full official title of each Team participating (including always the name
of any principal team sponsor);
(iv) the correct and full name of any award (including the name of any title or presenting
Sponsor of that award), and so forth in respect of other named commercial properties relating
to any Match, in each case within and around all authorised transmissions of the Match
related programming hereunder (produced by or on behalf of Licensee); and
(b) to the extent that any Marks and/or graphics are incorporated in the Feed, incorporate the
same in all Footage which contain Footage.
8.13 It is agreed that the Licensee shall be entitled to retain all revenues that it derives from
the
graphics, advertising and/or sponsorship that it incorporates within its transmissions of the
Feed, Footage and/or Unilateral Coverage pursuant to Clause 8.6 above.
Broadcast Sponsors
8.14 Licensee shall be permitted to appoint, and to permit its Sub-Licensees to appoint,
Broadcast Sponsors subject to the terms and conditions of this Agreement, and in particular,
the provisions of Clause 8.15.
8.15 (a) Licensee acknowledges and agrees that it shall not select or appoint any Broadcast
Sponsor (i) in relation to the product category of the Title Sponsor, without first offering and
providing the Title Sponsor with an opportunity to purchase such Broadcast Sponsorship, and
shall not in any event appoint a Broadcast Sponsor in relation to that product category,
without giving the Title Sponsor a reasonable last opportunity to purchase such Broadcast
Sponsorship (being no less than 5 (five) days from the date that such last opportunity is
notified to the Title Sponsor, unless such notification is within 10 (ten) days of the first
scheduled Match of the relevant season, in which case such time period as is reasonable). For
the avoidance of doubt, if the Title Sponsor declines to purchase such Broadcast Sponsorship,
Licensee may appoint as Broadcast Sponsor a person who is a Competitor of the Title
Sponsor.; and (ii) in relation to the product category of an Official Sponsor, without first
offering and providing such Official Sponsor with an opportunity to purchase such Broadcast
Sponsorship package and shall not, in any event, appoint a Broadcast Sponsor in relation to
that product category on terms more favourable than those offered to the Official Sponsors
without first offering and providing the Official Sponsors with a reasonable opportunity to
accept the same favourable terms. For the avoidance of doubt and to give commercial effect
33
to this Clause, Licensee shall not stipulate or impose any condition or restriction on the
purchase of any Broadcast Sponsorship package or opportunity in or around any Match or
Footage to the effect that any Title Sponsor or Official Sponsor must purchase broadcast
sponsorship and/or commercial airtime and/or other promotional or advertising opportunities
or inventory from Licensee in relation to any other programme or event.
(b) Both (i) prior to Licensee concluding any binding agreement with a Competitor of a Title
Sponsor or (as applicable) Official Sponsor, and (ii) upon conclusion of such binding
agreement with a Competitor of a Title Sponsor or (as applicable) Official Sponsor Licensee
shall provide Licensor with evidence to demonstrate to Licensor’s satisfaction Licensee’s
compliance with the terms of Clause 8.15(a) above.
(C) Licensee acknowledges and agrees that the identification of any and all Broadcast
Sponsors immediately before or after any of Licensee’s transmissions of any Match shall be
on a collective basis, appear on a single slate, and shall not appear on the same slate as any
identification given to the Title Sponsor immediately before or after any of Licensee’s
transmissions of any Match.
(d) Licensee acknowledges and accepts that neither Licensee nor any Broadcast Sponsor shall
either (i) suggest an endorsement of any Broadcast Sponsor or any of its products, goods or
services, or of any third party products, goods or services, by any Team, player, coach, or
official or by Licensor, the League or any of its officials, Title Sponsor, Official Sponsors or
other commercial partners; or (ii) suggest any association between any Broadcast Sponsor
and Team, player, coach, or official or by Licensor, the League or any of its officials, the
Title Sponsor, Official Sponsors or other commercial partners.
(e) Licensee acknowledges and accepts that in rare circumstances, it is necessary for
Licensor, in the interests of the Sport, to disassociate itself from a company, and if Licensor
does take this unusual step, Licensee must also disassociate itself from such company,
including by cancelling any Broadcast Sponsor agreement with such company.
Sponsored Title and Logos
8.16 In all transmissions, broadcasts and exhibitions of Matches, Licensee shall:
(a) ensure that the Sponsored Title and the relevant Sponsored Logo shall appear in the
opening and closing titles, together with a verbal mention of the Sponsored Title immediately
afterwards;
(b) ensure that the Sponsored Title and the Sponsored Logo shall prominently appear in the
following:
(i) any on screen display of any fixtures/ league table(s) or Team line-up;
34
(ii) all trailers and other on air and/or off air publicity and/or promotional material in relation
to the Match;
(iii) Licensee's broadcasts of any service (including news bulletins) in relation to the results
or scores or reports of Matches including but not limited to any on screen display of any table
(or any part or parts thereof); and
(iv) in other relevant places where reasonably practicable.
(c) ensure that whenever the Sponsored Title and the relevant Sponsored Logo so appear,
they shall not be diluted by juxtaposition with a name, brand name or logo of any third party,
even if not the name of a Competitor it being further agreed that if any Sponsored Title or
Sponsored Logo contains the name of the Title Sponsor whose products or services may not
be lawfully advertised, promoted or made available in accordance with the Law in all or any
part of the Territory, Licensor acknowledges that Licensee may, with the prior written
approval of Licensor, which it may not unreasonably withhold, use and authorize the use of
(including the right to edit so as to enable such use) such Sponsored Title and Sponsored
Logo the applicable part of the Territory without reference to, and without the inclusion of
the branding of, the Title Sponsor or its products or services.
8.17 Subject to Clause 8.16 and Clause 8.18, Licensor hereby grants to Licensee a non-
exclusive royalty free right to use and publish the Sponsored Logos and Sponsored Title in
accordance with the Brand Guidelines (as provided to Licensee from time to time), and/or
solely in the promotion and advertising of Licensee's exhibitions of the Footage in the
Territory during the Rights Period.
8.18 Licensee undertakes to Licensor that it shall:
(a) not enter into any joint exploitation of, or otherwise enter into any joint marketing or
promotion of, any Sponsored Logo or Sponsored Title or Marks or otherwise associate any
Sponsored Logo or Sponsored Title or Marks with products or services of any other person;
(b) not adopt or use any other trademarks, drawings, symbols, emblems, logos, designations
or names confusingly similar to any Sponsored Logo or Sponsored Title or Marks;
(c) not knowingly do or authorise to be done any act or thing which will harm, misuse or
bring into disrepute any Sponsored Logo or Sponsored Title or Marks;
(d) if the Sponsored Logo and/or Sponsored Title and/or Marks is/are or become registered
not do or omit to do anything which might undermine the validity of any Sponsored Logo or
Sponsored Title or Mark as a registered trade mark;
(e) not hold itself out as the owner of any Sponsored Logo or Sponsored Title or Marks;
35
(f) only use the Sponsored Logos, Sponsored Title and IPL Marks in accordance with the
provisions of this Agreement and, in particular, the Brand Guidelines;
(g) ensure that any use of any Sponsored Logo, Sponsored Title and Marks shall be
accompanied by such appropriate copyright and trade mark notices as may be reasonably
required in writing by Licensor, save that any accidental omission shall not constitute a
breach of this Clause.
8.19 Licensee acknowledges that all Intellectual Property Rights in each of the Sponsored
Logo, Sponsored Title and Marks, together with any goodwill attached to each of them shall
remain, as between the parties, the sole property of Licensor and shall inure solely for the
benefit of Licensor. Should any right, title or interest in or to the Sponsored Logo, Sponsored
Title or Marks or any goodwill arising out of the use of the Sponsored Logo, Sponsored Title
or Marks, become vested in Licensee (by the operation of Law or otherwise), it shall hold the
same in trust for and shall, at the requisition of Licensor, immediately unconditionally assign
free of charge any such right, title, interest or goodwill to Licensor and execute any
documents and do all acts required by Licensor for the purpose of confirming such
assignment.
8.20 Licensee shall not publish or otherwise distribute any photograph in respect of any
Match
and/or player derived from any Footage other than reasonable publication to market and
promote its transmissions of the Footage in accordance with the Broadcaster Guidelines and
Clause 2.8 above.
9. REPRESENTATIONS AND WARRANTIES
9.1 Each party warrants that it has taken full legal advice in respect of this Agreement prior to
its execution and that it has and will throughout the Rights Period continue to have full
authority
to enter into this Agreement and to undertake all of its obligations hereunder.
9.2 Licensee warrants that all information, documents and contracts provided to Licensor
and/or Licensor in connection with the compliance by Licensee with its obligations under this
Agreement are true and accurate in all respects and not misleading in any respect and contain
all information which is relevant in connection with the information, document or contract
being so provided.
9.3 Licensor:
36
(a) represents and warrants that it has the full right and legal authority to enter into this
Agreement and to grant the rights and benefits set out herein, and is fully able to perform its
obligations under this Agreement in accordance with its terms;
(b) undertakes that it shall procure that a season of the League shall be played in each and
every year of the Rights Period, and further that it shall be professionally operated and be of a
standard suitable for international exploitation and further that in each such season there shall
be Teams based in major cities in India. The parties acknowledge and accept that a reduction
in the Rights Fee in accordance with Clause 7.9(c) above shall be the Licensee’s sole remedy
for any reduction in the number of Matches due to a change in format or reduction in the
number of Teams;
(c) represents and warrants that:
(i) in entering into and performing this Agreement, it is not in breach, and it will not in the
future be in breach, of any obligations or duties owed to any other person;
(ii) in entering into and performing this Agreement, it is not in violation or conflict with any
Law;
(iii) it shall use its reasonable endeavours not to include, and to procure that the Host
Broadcaster shall use its reasonable endeavours not to include, any material within the Feed
that is defamatory of any individual or may bring the League or the Licensee into disrepute;
and
(iv) shall comply with the terms and conditions of this Agreement.
9.4 Licensee hereby represents, warrants and undertakes to Licensor that:
(a) Licensee is a company validly construed under the laws of the territory stated in Schedule
1 and it has been in continuous existence since its constitution;
(b) Licensee has and shall have the full right, title and authority to enter into this Agreement
and to accept and perform the obligations, undertakings, covenants, warranties,
representations and agreements stipulated to be performed by Licensee pursuant to this
Agreement;
(c) this Agreement has been duly authorised by the board of directors of Licensee and no
other corporate action is, or will at any time during the Term be, necessary to authorise the
signature of, and entry into, this Agreement or the performance of any action contemplated
by this Agreement, by Licensee;
(d) upon signature of this Agreement, this Agreement shall constitute a legal, valid and
binding obligation of Licensee enforceable in accordance with its terms;
37
(e) Licensee has not entered into and will not enter into any agreement with any third party
that would cause a breach of this Agreement, and that in entering into and performing this
Agreement, it is not in breach, and it will not in the future be in breach, of any obligations
owed to any other person;
(f) in entering into and performing this Agreement, it is not in violation or conflict with any
law;
(g) Licensee shall observe all applicable laws, rules, codes and regulations, Brand Guidelines
and Broadcaster Guidelines, and all applicable statutes, rules or regulations, in connection
with the performance of its obligations hereunder;
(h) Licensee shall not use Footage (or any part thereof, including but not limited to
commentary) for any purpose other than as expressly permitted hereunder and strictly in
accordance with the terms of this Agreement;
(i) Licensee shall not: (i) include any material within or around its transmission of any
Footage; nor (ii) use any part of any Footage; nor (iii) use the Marks, nor (iv) act in any way
in relation to this Agreement and/or the Rights granted hereunder in an manner which is or is
likely to be defamatory of any individual or may bring the Sport, Licensor, the Matches or
any Team or individuals featured in the Footage and/or any Title Sponsor and/or Official
Sponsors into disrepute;
(j) Licensee shall procure that its Sub-Licensees and any Affiliates do not act in any way in
relation to this Agreement and/or the Media Rights granted hereunder in a manner which is or
is likely to be defamatory of any individual or may bring the Sport, Licensor, the Matches or
any Team or individuals featured in the Footage and/or any Title Sponsor and/or Official
Sponsors into disrepute;
(k) Licensee shall comply with the terms and conditions of this Agreement;
(l) Licensee is not at the time of entering into and performing this Agreement and will not
during the Rights Period be a promoter, shareholder, organiser or broadcaster of any
Unofficial Event, and is not at the time of entering into and performing this Agreement and
will not during the Rights Period be directly or indirectly interested or involved in such
Unofficial Event;
(m) so far as Licensee is aware at the Commencement Date (having made all due and proper
enquiries), there are no existing claims in litigation against any member of Licensee’s group
of companies which could adversely affect Licensee’s ability to comply with its obligations
hereunder;
38
(n) Licensee has the technical experience and expertise to deliver and exhibit live without
delay the Feed in a safe and secure manner and of a quality and standard expected of a
leading broadcaster broadcasting premium sports content; and
(o) in all other respects Licensee has the technological capability to effectively exercise the
Rights to the highest industry standards in a safe and secure manner.
9.5 Subject to fair, researched and considered journalistic comment and applicable law,
Licensee shall not make any defamatory or derogatory statements or take part in any other
activities nor include any material within or around its transmissions of any Footage, or any
part thereof, nor otherwise use any Footage, or any part thereof, or the rights herein granted
to it, in any manner which is or is likely to be defamatory of or derogatory to any
individual(s) or which may bring the Sport, Licensor, the Teams, the Official Sponsors and/or
any of Licensor’s commercial partners into disrepute.
9.6 Licensee shall not permit or authorise any third party entity to claim any designation or
official status in relation to, or any indirect or direct association with, the Footage, or Matches
comprising the Footage, or the Teams or persons participating in such Matches, or Licensor
or the Teams or any individuals participating in the series.
9.7 Licensee undertakes that it shall not exercise or permit the exercise of any of the rights
granted to it hereunder in conjunction, or in association, with any form of betting, gaming or
gambling, or betting, gaming or gambling services, or, other games, including any prediction
games or competitions of any nature.
9.8 Licensee shall not infringe the copyright, privacy rights or other rights of any third party
in
exercising its rights under this Agreement. Licensee shall obtain the necessary consents, and
if necessary pay, for the use of any third party work or material used by Licensee as part of its
authorised transmissions hereunder or otherwise in exercising its rights under this Agreement
10. TERM AND TERMINATION
10.1 This Agreement shall commence, and come into full force and effect, on and from the
date it is executed by the parties, and subject to earlier termination of this Agreement in
accordance with its terms (including pursuant to the rest of this Clause 10), shall continue
until the expiry of the Rights Period.
10.2 Licensee may at any time (without prejudice to any other rights it may then have against
Licensor) by giving notice in writing to Licensor to terminate this Agreement forthwith in
any of the following events:
39
(a) if Licensor shall commit any material breach or breaches of any of the terms, conditions
and warranties contained herein and such default or breach is not capable of remedy, or if
capable of remedy, is not remedied to the reasonable satisfaction of Licensee within 14
(fourteen) days of written notice requiring it to do so;
(b) if Licensor is the subject of an Insolvency Event and the same is not cured/ rectified
within 45 (forty five) days therefrom.
10.3 Licensor may at any time (without prejudice to any other rights it may then have against
Licensee) by giving notice in writing to Licensee to terminate this Agreement forthwith in
any
of the following events:
(a) if Licensee fails to pay the Rights Fee in accordance with the provisions of Clause 7.2 and
breach is not remedied to the reasonable satisfaction of Licensor within 2 (two) Working
Days of written notice requiring it to do so;
(b) if Licensee is the subject of an Insolvency Event and the same is not cured/ rectified to the
satisfaction of the Licensor within 45 (forty five) days therefrom;
(c) if there is a Change of Control of Licensee (whether direct or indirect) that, in the opinion
of Licensor in its absolute discretion, is in any way detrimental to Licensor, or the
participating Teams (one example being a sale to an entity that is in any way connected with
Unofficial Events);
(d) if Licensee transfers any material part of its business or assets to any other person;
(e) if Licensee, any of the Sub-Licensees, any Affiliate of the Licensee and/or any Sub-
Licensee, and/or any Owner acts in any way which has or may have, in the reasonable
opinion of Licensor, a material adverse effect upon the reputation or standing of the series,
Licensor, a Team, player, official and/or the Sport, it being acknowledged that comments that
are non-defamatory, fair, accurate and appropriate shall not be deemed to be a breach of this
Agreement and/or entitle Licensor to terminate the Agreement pursuant to this Clause
10.3(f);
(f) if Licensee, any of its Sub-Licensees, any Affiliate of the Licensee and/or any Sub-
Licensee, and/or any Owner uses any Marketing Agency in any capacity in connection with
exploitation of any Rights granted under this Agreement, including engaging a marketing
agency as a consultant or advisor, and/or engaging a marketing agency to represent and/or
distribute any Rights, and/or to broker contracts for, such Rights without Licensor’s prior
permission;
40
(h) if Licensee shall commit any material breach or breaches (other than those referred to in
Sub-Clauses 10.3(a) to (f) inclusive) and such default or breach is not capable of remedy, or
if capable of remedy, is not remedied to the reasonable satisfaction of Licensor within 14
(fourteen) days of written notice requiring it to do so, it being acknowledged and agreed that
breach of, without limitation, any of the provisions of Clauses 8.2, 8.3, 8.4, 8.5, 8.6, 8.11 of
this Agreement shall be a material breach of this Agreement;
(i) if Licensee fails to either inform the Licensor and/or provide any information/ documents
in accordance with Clause 10.6 below;
(j) if any other media rights agreement between Licensor and Licensee is terminated by
Licensor for any reason; or
(k) if Licensee shall commit multiple breaches the cumulative effect of which is material to
this Agreement which breaches have not been remedied to the reasonable satisfaction of
Licensor within 14 (fourteen) days of written notice requiring it to do so.
10.4 For the purposes of this Agreement Control means in relation to a person the direct or
indirect power of another person (whether such other person is the direct or indirect parent
company of the first mentioned person or otherwise) to secure that the first mentioned
person’s affairs are conducted in accordance with the wishes of such other person:
(a) by means of the holding of any shares (or any equivalent securities) or the possession of
any voting power; or
(b) by virtue of any powers conferred on any person by the Articles of Association or any
other constitutional documents of any company or other entity of any kind; or
(c) by virtue of any contractual arrangement
and Controlled and Controller shall be construed accordingly and a Change of Control shall
occur if (i) a person who Controls another person ceases to do so; or (ii) a different person
acquires Control of such other person; or (iii) if any person acquires Control of another
person
in circumstances where no person previously Controlled such other person. For the purposes
of this Clause 10.4 (and in connection with the use in this Agreement of the terms defined in
this Clause 10.4) all of the members of any consortium, partnership or joint venture which
has
any interest (direct or indirect) in Licensee shall be deemed to be one person. It is agreed that
a change of management of Licensee shall not be deemed to be a Change of Control unless it
involves a transfer of ownership from one Owner to another Owner.
10.5 An Insolvency Event shall occur in respect of a party to this Agreement if:
41
(a) any bona fide petition is presented or any demand under applicable law is served on that
party or an order is made or resolution passed for the winding up of that party or a notice is
issued convening a meeting for the purpose of passing any such resolution;
(b) any bona fide petition is presented for an administration order or any notice of the
appointment of or of an intention to appoint an administrator of that party is filed in court or
an administration order or interim order is made in relation to that party;
(c) any administrative or other receiver or manager is appointed of that party or of all or any
material part of its assets and/or undertaking within the meaning under applicable law or any
other bona fide step is taken to enforce any encumbrances over all or any part of the assets
and/or undertaking of that party;
(d) any step is taken by that party or any of its creditors with a view to proposing any kind of
composition, compromise or arrangement (including without limitation corporate debt
restructuring) involving that party and any of its creditors, including but not limited to a
voluntary arrangement under applicable law or anything similar occurs under any analogous
legislation anywhere in the world.
10.6 Licensee shall forthwith and in any event not later than 15 (fifteen) days therefrom,
inform
Licensor (along with submitting all relevant documents) of the occurrence of any of the
following events:
(a) any petition is presented or any demand under applicable law is served on Licensee or an
order is made or resolution passed for the winding up of Licensee or a notice is issued
convening a meeting for the purpose of passing any such resolution;
(b) any petition is presented for an administration order or any notice of the appointment of or
of an intention to appoint an administrator of Licensee is filed in court or an administration
order or interim order is made in relation to Licensee;
(c) any administrative or other receiver or manager is appointed of Licensee or of all or any
material part of its assets and/or undertaking within the meaning under applicable law or any
other step is taken to enforce any encumbrances over all or any part of the assets and/or
undertaking of Licensee;
(d) any step is taken by Licensee or any of its creditors with a view to proposing any kind of
composition, compromise or arrangement (including without limitation corporate debt
restructuring) involving Licensee and any of its creditors, including but not limited to a
voluntary arrangement under applicable law or anything similar occurs under any analogous
42
legislation anywhere in the world and also provide such additional/ further information/
documents as Licensor may require in connection therewith.
10.7 Licensor may (in addition to and not in substitution for any of its other rights and
remedies under this Agreement or at Law, and without liability to Licensee) suspend the
delivery of any Feed during any period in which the Rights Fee (or any part thereof) are
overdue by more than 2 (two) Working Days or in the case of any other material default or
breach by Licensee of its
obligations, for the period until such defaults have ceased and shall have been remedied (if
capable of remedy).
11. EFFECT OF TERMINATION OR EXPIRY
11.1 Upon expiration or termination of this Agreement for any reason whatsoever:
(a) all rights, licenses and benefits (including, without limitation, the Rights) shall forthwith
revert to Licensor;
(b) Licensee shall immediately cease to exercise or exploit the Rights and Licensor shall
immediately thereafter be entitled to grant all or any of the Rights to any other person;
(c) Licensee shall not at any time thereafter:
(i) disclose or use any confidential information relating to Licensor or the series acquired by
Licensee during or as a result of this Agreement;
(ii) make any use of the Marks or any trademarks, trade names and/or logos which are similar
to any of the foregoing;
(iii) purport to be associated with Licensor and/or the series;
(d) Licensee shall immediately pay all sums and amounts due to Licensor under the terms of
this Agreement or otherwise;
(e) Licensor and Licensee shall promptly return to the other all property of the other within
its possession, save that each will be permitted to retain such property as it demonstrates (to
the other party’s reasonable satisfaction) to be required by law to be maintained for records;
(f) Licensee shall execute any documents required by Licensor to effect the termination
and/or assignment of any rights in connection with the Rights;
(g) such termination shall be without prejudice to any other rights or remedies to which a
party may be entitled under this Agreement or at Law as a result of or in relation to any
breach or other event which gives rise to such termination, and shall not affect any other
accrued rights or liabilities of either party as at the date of termination; and
(h) within 14 (fourteen) days after the expiry of the Rights Period or after any earlier
termination of this Agreement, Licensee shall upon and in accordance with the reasonable
43
written instructions of Licensor either (at Licensor’s election): (a) deliver to (delivery costs to
be paid by Licensee where such instructions follow a termination of this Agreement pursuant
to Clause 10.3, but otherwise being for the account of Licensor) or make available for
collection by Licensor; or (b) procure destruction of, all or any recordings of Footage made
pursuant to this Agreement and such other tapes and videos delivered to Licensee by or on
behalf of Licensor pursuant to this Agreement. Any such delivery shall be to the address
notified to Licensee by Licensor in writing or otherwise in accordance with the written
instructions of Licensor.
11.2 It is acknowledged and agreed that the terms of Clauses 3.5, 3.6, 5.8, 8.15, 8.16, 9, 11.1,
12, 14, 15, 17, 18, 21, 22, 24, 25 and 27 shall survive termination of this Agreement.
12. TRADEMARKS AND INTELLECTUAL PROPERTY RIGHTS
Trademarks
12.1 Licensee’s entitlement to use the Marks as part of the rights granted hereunder, is
subject
to, without limitation, the following terms and conditions:
(a) any use of the Marks shall be subject to the prior written approval of Licensor in
accordance with the approval mechanism (provided that all displays of Marks that are
incorporated by Licensor or on behalf of Licensor in any part of the Feed and then
transmitted by Licensee pursuant to this Agreement shall be deemed pre-approved). Licensee
acknowledges and agrees that all use by it of the Marks is subject to Licensor’s prior written
approval (not to be unreasonably withheld, delayed and/or subject to payment of additional
fees).
(b) where practicable, Licensee shall incorporate the trademark legend "®" (or any other
appropriate trademark legend(s) as instructed by Licensor) where it uses any Marks in any
country in which the Marks are registered to indicate that such Marks are registered or it shall
incorporate the trademark legend "TM" where such Marks are not registered or any other
appropriate trademark legend(s), each as instructed by Licensor;
(c) should any right, title or interest in or to any Intellectual Property Rights in such Marks or
any goodwill arising out of the use of any of the same become vested in Licensee (by
operation of applicable law or otherwise) or any of its Sub-Licensees, Licensee shall assign
(or, as appropriate, Licensee shall procure that the relevant Sub-Licensee shall assign) the
same to Licensor free of any third party rights and without charge for the full period of
protection and all extensions, reversions, revivals and renewals thereof, and Licensee shall
(or, as appropriate, shall procure the Sub-Licensee shall) in any jurisdiction where such
44
assignment does not take effect pursuant to this Clause hold such Intellectual Property Rights
on trust for the benefit of Licensor absolutely;
(d) Licensee shall not do any act or thing which will bring into disrepute the Marks nor use
the Marks in any manner likely to cause harm to the goodwill attached to the Marks;
(e) Licensee shall not use the Marks in any manner which undermines the value of any rights
in or to any of the same or is prejudicial to the image of Licensor, any of the Matches, the
Teams, the Official Sponsors or any other Licensor commercial partners;
(f) Licensee shall not (to the extent that any of the Marks is or becomes registered) do, or
omit to do, anything which might undermine the validity of such marks as registered
trademarks;
(g) Licensee shall not adopt or use any other mark, drawing, symbol, emblem, logo,
designation or name in a manner which would constitute an imitation or a copyright or
trademark infringement in respect of the Marks; and
(h) Licensee shall not seek to register (whether as a trademark or as a domain name) any
interest in the Marks or any word(s) which form part of the Marks in any jurisdiction.
12.2 Any and all Intellectual Property Rights that subsists in the Feed and Footage (including
transmissions and recordings thereof by Licensee) shall automatically and wholly, without
lien or encumbrance, vest in, and shall be owned by, Licensor in all media worldwide in
perpetuity or for the longest applicable duration of such rights, including any and all
renewals, reversions and extensions thereof.
12.3 If, and to the extent that, notwithstanding Clause 12.2 above, any Intellectual Property
Rights or other right, title or interest in the Feed and Footage (including in transmissions or
recordings or otherwise arising from Licensee’s use thereof) have, or become, vested in
Licensee (whether as a result of the operation of this Agreement, operation of law or
otherwise howsoever) Licensee shall irrevocably and unconditionally assign free of charge all
such Intellectual Property Rights or other right, title of interest in the same to Licensor in all
media worldwide in perpetuity or for the longest applicable duration of such rights, including
any and all renewals, reversions and extensions thereof. Licensee shall execute all such
documents and do execute and perform all such other acts and things as Licensor may
reasonably require to give full effect to such assignment.
Intellectual Property Rights
12.4 The legal ownership of all prints and/or other materials and/or other copies and/or other
reproductions of the Footage and/or parts thereof in whatever format stored (“Material”)
45
delivered to or made or acquired by Licensee in accordance with the provisions of this
Agreement shall remain at all times with Licensor and Licensee shall not do or suffer any act
or thing whereby any third party would have any lien or would be entitled to take possession
by way of distraint or otherwise of any of the Material. Licensee may erase such Material in
accordance with the terms and conditions of this Agreement.
12.5 It is agreed that other than in respect of any music incorporated by Licensee into its
broadcasts and/or into the Footage, Licensee commentary, Licensee trademarks, Licensee
graphics and/or third party works incorporated by Licensee into its broadcasts and/or into the
Footage (“Excluded Works”), the Intellectual Property Rights in and/or to the Footage vests
in and are owned by Licensor. Licensee hereby assigns to Licensor (including by way of
assignment of future copyright) all Intellectual Property Rights arising by virtue of its
exercise
of the rights granted under this Agreement, including without limitation any and all
Intellectual Property Rights arising in and/or in respect of the Footage, its transmissions of
the Footage and/or the Marks, such assignment to take effect Worldwide for the full period of
protection and all extension and renewals thereafter. Licensee shall (at its cost) complete and
provide Licensor with all documentation required to give full legal effect to this assignment
and shall, until such assignment takes effect, hold such Intellectual Property Rights on trust
for the benefit of Licensor absolutely.
12.6 For the avoidance of doubt nothing in this Agreement or in the exercise of the rights
granted hereunder shall be construed as granting or assigning to Licensee any right, title or
interest, including any Intellectual Property Rights, including any copyright, in or to the
Footage, or any part or aspect thereof, as a consequence of this Agreement and the exercise
by Licensee of the rights granted to it hereunder, and Licensee shall not do or suffer any act
or thing (whether or not in the purported exercise of the rights hereby granted) which would
imply the contrary.
12.7 Without prejudice to the generality of Clauses 12.4 and 12.5:
(a) Licensee with full title guarantee hereby absolutely, irrevocably and unconditionally
assigns to Licensor (including by way of present assignment of future copyright pursuant to
the Copyright Act 1968 and associated legislation) all right, interest and title in and to any
footage of actual Match play produced by it or on behalf of it, including without limitation all
copyright, all rights of action and all other rights of whatsoever nature as may exist in any
part of the World, with effect from the creation thereof, to hold the same unto Licensor and
46
its successors and assigns absolutely for the full period of copyright therein including all
extensions, reversions, revivals and renewals thereof; and
(b) Licensee shall assign to Licensor (on terms to be specified by Licensor) any and all
copyright and other rights in any audio, visual and audio-visual coverage of matches
equivalent to the Matches played prior to the execution of this Agreement which may be held
and/or controlled by Licensee (by any means whatsoever) as at the date of execution of this
Agreement.
12.8 To the extent that a separate and original copyright work exists or arises in the
Licensee’s
broadcast signal of the Footage (as distinct from copyright subsisting in the Host
Broadcaster’s signal), then Licensor acknowledges that the Licensee is the beneficial owner
of such copyright for the purposes of exercising or protecting the Licensee’s rights hereunder
and for no other purpose. The Licensee shall make reasonable efforts to notify Licensor of
any action it proposes to take in respect of such copyright.
12.9 Licensee hereby agrees that it will at the written request of Licensor within the Territory
take all such actions, proceedings or steps as may be necessary either in its name or in such
name as Licensor shall require to protect the copyright in any Footage or Feed or any other
rights, title or interest of Licensor in its Intellectual Property Rights referred to herein, with
Licensor first consulting with Licensee about such actions, proceedings or steps. Further
Licensee agrees forthwith to notify Licensor of any infringement or breach of the copyright
or other rights etc. in any Footage or Feed (including but not limited to plagiarism) as shall
come to the attention of Licensee and, upon Licensor’s written request, to take all such
actions, proceedings or steps as Licensor shall require in respect of any such infringement or
breach. All applicable actions, proceedings and steps taken by Licensee at Licensor’s request
shall be at Licensor’s reasonable cost, provided that all such costs are approved by Licensor
in writing in advance, and save that such costs shall be borne by Licensee where any
applicable offence requiring action is caused by any unauthorised act or omission of Licensee
or any of its Sub-Licensees.
12.10 Licensee does not by virtue of this Agreement, obtain any rights whatsoever to use any
third party intellectual property or the right to use the image of any particular person or group
of persons (including any players participating in any Match) in a manner which is capable of
being construed as implying any endorsement by such person(s), and/or creating any
association between such person(s) and Licensee, its brands, products or services, any third
party, or any third party’s brands, products or services, whether directly or indirectly, or
47
otherwise. Accordingly, Licensee acknowledges that Licensor is not granting and will not
grant
to Licensee any right or licence to use any player attributes or attributes of any other person,
or any Marks, other than for the purposes to make transmissions authorised herein and for the
purposes of incorporating the same in Licensor approved materials in accordance with the
terms and conditions of this Agreement and compliance by Licensee with the terms thereof.
Licensee shall obtain the necessary consents, and if necessary pay, for the use of any third
party intellectual property or the right to use the image of any particular person or group of
persons (including any players participating in any Match) for any purpose other than as
stipulated in this Clause 12.10.
13. ASSIGNMENT
13.1 Licensee shall not assign or purport to assign, sub-contract or otherwise part with the
burden or the benefit of this Agreement or any part thereof or interest hereunder to any
person
without the prior written consent of Licensor.
13.2 Licensor may assign the benefit and burden of this Agreement to any company or entity
capable of granting the rights granted hereunder.
13.3 Without prejudice to Clause 13.1 above, Licensee shall be entitled to sub-licence (in full
or in part) the rights and benefits granted under this Agreement subject in each case to (i)
Licensee having obtained the prior written approval of Licensor for each and every such sub-
licensee having furnished Licensor with all information regarding the proposed sub-licensee
as may be required by the Licensor (each duly approved sub-licensee a “Sub-Licensee”), and
(ii) the following provisions:
(a) all such Sub-Licensees shall have validly executed a written sub-licence agreement that
fully reflects the terms and conditions of this Agreement, and in particular that imposes on
the Sub-Licensee the same obligations, undertakings and other requirements as imposed on
Licensee under this Agreement On request, Licensee shall provide Licensor with a copy of
each agreement entered into by the Licensee with the Sub-Licensee, redacted to remove
sensitive financial information, save that on termination or expiry of this Agreement Licensee
shall immediately provide Licensor with unredacted copies of such agreement with Sub-
Licensee;
(b) Licensee shall procure that no person shall use or exploit the relevant rights granted to it
under this Agreement in a way that exceeds the scope of the relevant rights or contradicts the
48
terms of this Agreement or authorises the exercise or exploitation of any of the relevant rights
in any manner inconsistent with the terms and conditions of this Agreement;
(c) notwithstanding any sub-licence or attempted sub-licence, Licensee shall remain fully and
primarily responsible for and liable to Licensor for the acts and/or omissions of each Sub–
Licensee in connection with that Sub-Licensee’s use or exercise of the Rights and any other
rights that are the subject of this Agreement. For the avoidance of doubt, but without
limitation, no sub-licence or attempted sub-licence by Licensee shall relieve the Licensee of
its obligation to pay the Licensor the Rights Fee;
(d) without prejudice to sub–Clauses (a), (b) and (c) above, if requested by Licensor,
Licensee
shall promptly take action (including without limitation the issuing of legal proceedings)
against Sub-Licensee(s) to ensure compliance by that Sub-Licensee with the terms and
conditions of this Agreement and/or to remedy any non-compliance by that Sub-Licensee
with the terms and conditions of this Agreement, including at Licensor’s request terminating
such sub-license agreement;
(f) Licensee shall indemnify and keep Licensor fully indemnified against any and all losses,
liabilities, claims, costs, or expenses (including legal costs) arising out of the act, omission,
use or exercise of any Rights or other rights that are the subject of this Agreement by any
Sub-Licensee in breach of and/or in any manner inconsistent with the terms and conditions of
this Agreement; and
(g) Licensee shall include a term in each sub-licence to the effect that if this Agreement
terminates for any reason then, at the discretion of Licensor, such sub-licence shall
automatically be novated from Licensee to Licensor such that a new agreement between the
sub-licensee and Licensor shall come into existence on the same terms and conditions set out
herein commencing on the date of such novation.
(h) Licensee shall if called upon to do so, procure that the Sub-Licensee execute a deed of
adherence in the format and within the time prescribed by Licensor.
(i) Licensee shall not be permitted to concurrently/non-exclusively sub-license the same
Rights to different sub-licensees within the same Territory unless it obtains the prior written
approval of Licensor for each such proposed sub-licence.
13.4 Such Sub-Licensees shall not be permitted to, and Licensee shall ensure that they do not,
assign or purport to assign, sub-contract, sub-licence or otherwise part with the burden or the
benefit of it’s sub-license agreement or any part thereof or interest under the sub-license
49
agreement to any person without the prior written approval of Licensor, which Licensor can
provide or withhold in its absolute discretion.
13.5 Save as required by any applicable law, Licensee shall not be entitled:
(a) to sub-license any Footage produced by Licensee or on Licensee’s behalf incorporating
the Archive Content; and/or
(b) to sub-license to any third party the right to extract, use and/or transmit excerpts of the
Footage on a stand-alone basis including for incorporation within any other programming
(i.e. no Sub-Licensee shall have the right to produce any programming using any Footage),
provided however that Licensee shall be entitled to authorise a Sub-Licensee to extract, use
and/or transmit Clips or other excerpts of the Footage: (i) as the same are incorporated into
Licensee’s transmissions of the Footage (the “Finished Programming”) sub-licensed to it by
Licensee for transmission ‘as is’ within and as part of its transmissions of Footage; and/or (ii)
for the purposes of advertising and promoting that Sub-Licensee’s applicable authorised
transmissions of the Finished Programming in promotional trailers and advertisements during
the Rights Period within the Territory only.
14. LIMIT OF LIABILITY AND INDEMNITY
14.1 Licensee shall indemnify Licensor and keep Licensor fully and effectively indemnified
from and against all claims, losses, costs, expenses, actions, damages, liabilities, proceedings
and/or demands, (including reasonable legal costs and expenses and any value added, or
similar, tax payable thereon), whensoever and howsoever arising to, or suffered or incurred
by, Licensor as a result or consequence of, or in connection with, any breach by Licensee of
any of its obligations, representations, warranties and/or undertakings contained in this
Agreement
(including any failure or delay in performance by Licensee) and/or any claim, action or
proceeding whatsoever against Licensor by any third party due to the acts or omissions of
Licensee under this Agreement. 14.2 The indemnity set out in Clause 14.1 above shall be
conditional upon Licensor:
(a) promptly notifying Licensee of any threatened or actual claim, allegation or proceedings;
and
(b) consulting fully with Licensee in regard to any proceedings.
14.3 (a) Licensor shall not be liable to the Licensee (or any party acting on its behalf or under
its authority) in contract, tort, or otherwise (including for any negligent act or omission), for
any:(i) loss of profits (whether direct or indirect); (ii) loss of revenue, goodwill or
opportunity;
50
(iii) loss of business, contracts or anticipated savings; (iv) increased costs or expenses, or
precontract or wasted expenditure; or (v) actual or expected indirect, special or consequential,
loss or damage, of any type), pursuant to any claim or otherwise arising out of or in
connection with this Agreement, including Licensor’s performance of its obligations under
this Agreement, or any breach by Licensor of the terms hereof, even if Licensor was advised
in advance of the possibility of any such loss, damage or costs etc. arising;
(b) Licensor’s maximum aggregate liability to the Licensee in contract, delict (tort) or
otherwise (including any liability for any negligent act or omission, and including for
damages which are not otherwise limited or excluded under this Agreement) pursuant to any
claim or otherwise arising out of or in connection with this Agreement shall be limited to a
sum equivalent to the amount of the Rights Fee actually received by Licensor from Licensee
under this Agreement in the year in which such liability occurs.
14.4 Nothing in this Agreement shall operate to exclude or restrict either party’s liability for
death or personal injury, fraud or deceit or any other liability which may not be excluded or
restricted by applicable law.
15. CONFIDENTIALITY
15.1 Neither party shall disclose (or permit or cause its employees, agents or representatives
to
disclose), Confidential Information disclosed to it (including information disclosed during
audit), to any other person, without the prior written consent of the other party to whom the
duty of confidentiality is owed, except that either party may disclose any such Confidential
Information: (a) if and to the extent required by Law or for the purpose of any judicial
proceedings; (b) if and to the extent required by regulatory or governmental body to which
that party is subject, only to the extent that such requirement has the force of law; (c) to its
professional advisers, auditors and bankers, and its (or its Affiliates') employees, agents or
representatives; (d) if and to the extent the information has come into the public domain
through no fault of that party; and (e) if and to the extent the other party has given prior
written consent to the disclosure.
15.2 (a) In respect of Clause 15.1(a) and (b) above, each party shall promptly inform the
other in writing in the event that it (the “Disclosing Party”) is required to disclose
Confidential Information in such circumstances, and if one of the non-disclosing party seeks
to challenge with the relevant authority such requirement to disclose, the Disclosing Party
shall not disclose such Confidential Information until such challenge is decided unless it is
required to do so by the relevant authority in spite of such challenge being pending. Any
51
Confidential Information disclosed under Clause 15.1(a) and (b) shall be disclosed in a sealed
envelope. (b) In respect of Clause 15.1(c) above, each party shall use best endeavours to
ensure that its professional advisors, auditors and bankers keep confidential any Confidential
Information disclosed to them. 15.3 The restrictions contained in this Clause shall continue to
apply after the termination of this Agreement without limit in time. For the avoidance of
doubt, Licensee shall not make or authorise any announcement concerning this Agreement
save as separately and expressly agreed in writing by the Licensor or as otherwise required by
Law. Either party shall be entitled to any and all remedies available at law or in equity,
including injunctive relief, in the event of any breach of such commitment to confidentiality.
16. COMPLIANCE WITH APPLICABLE LAWS
16.1 All of the terms and conditions of this Agreement, the grant of the Rights and other
rights
to Licensee and the exercise by Licensee of the Media Rights and/or the other rights granted
hereunder, are strictly subject (without reduction of the Licence Fee unless otherwise
provided
in this Agreement) to all applicable laws and to the Parties’ respective compliance therewith
(as applicable and at their own cost). In the event of any conflict or inconsistency between the
provisions of this Agreement and any applicable law, the relevant applicable law shall
prevail,
provided that nothing in this Clause 16.1 shall limit any obligation imposed on either Party
under this Agreement that is more extensive than an obligation imposed that by any
applicable
law, but which does not contravene applicable law.
16.2 Neither Party shall be in breach of this Agreement for any failure to perform any of its
obligations hereunder, or to otherwise observe the provisions hereof, where to do so would be
contrary to, or would place such Party in breach of, any applicable law to which it, or this
Agreement, is subject.
16.3 Licensee shall be responsible for (including bearing any costs associated with) ensuring
that delivery and transmissions of Footage (or any part thereof) and all activities undertaken
in
connection with the exercise of the Media Rights are in full compliance with, and subject to,
all applicable Laws throughout the Territory.
16.4 If Licensee believes that applicable Laws require Licensee not to comply with any of its
52
obligations under the Agreement, Licensee shall provide Licensor at Licensee’s cost with full
information and justification to establish that to Licensor’s satisfaction, including without
limitation the provision of an expert legal opinion from a lawyer with appropriate expertise
and experience as approved by Licensor in advance.
17. NOTICES
Any notice required to be given hereunder shall be sufficiently given to either party if made
in
English in writing and delivered in person (including by hand or via courier) or forwarded by
prepaid post or courier or sent by email, addressed/sent to the intended recipient at its address
or (as applicable) email address set forth below, or to such other address or (as applicable)
email address as the receiving Party may notify to the other at least 10 (ten) days in advance:
For LICENSOR:
Attention:
Address:
Email address
For LICENSEE:
Attention:
Address:
Email address
All notices shall be deemed to have been received when delivered in person or by fax (unless
after 5pm local time, in which case they shall be deemed delivered on the next Working Day)
or on the date on which they would be received in the ordinary course of faxing, emailing or
posting or 5 (five) Working Days after airmail posting.
18. NON-WAIVER
No failure or delay by Licensor or the Licensee in exercising any right power or remedy
under
this Agreement, by law or otherwise, shall operate as a waiver thereof or shall otherwise
affect that right power or remedy, and nor shall single or partial exercise thereof preclude any
subsequent exercise in law in equity or otherwise. The rights, powers and remedies conferred
53
upon the Parties under this Agreement and at law are cumulative and shall not be deemed to
be
exclusive of any other rights, remedies or powers now or subsequently conferred upon them
by law or otherwise.
19. NO PARTNERSHIP
Nothing contained in this Agreement shall be interpreted as constituting a partnership or joint
venture between the parties hereto and neither party hereto shall have authority to bind the
other in any manner whatsoever unless otherwise expressly provided in this Agreement.
20. FORCE MAJEURE
20.1 If either party is totally or partially prevented or delayed in the performance of any of its
obligations (other than, in respect of Licensee, its payment obligations and other obligations
under Clause 7) under this Agreement by a Force Majeure Event (as defined below), it shall
promptly give written notice thereof to the other party specifying the matters constituting the
Force Majeure Event and a best estimate of the likely extent and duration of the Force
Majeure Event. The party so prevented or delayed shall, subject to Clause 20.2 and 20.5, be
excused the performance of the affected obligation as from the date of such notice for so long
as such cause or delay shall continue and shall have no liability to the other party as a result
of its failure to perform or delay in performing the affected obligation, provided that:
(a) such Party shall, throughout the duration of the Force Majeure Event, take all reasonable
steps to mitigate the effect of the Force Majeure Event and bring it to a close;
(b) upon cessation of such Force Majeure Event promptly serve notice in writing on the other
of such cessation and shall resume performance of the affected obligations under this
Agreement; and
(c) the Licensee shall not be released from its obligation to pay the Rights Fees under this
Agreement on the applicable due dates and otherwise in accordance with this Agreement as a
consequence of the Force Majeure Event, subject only to Clause 7.10 above.
20.2 Without prejudice to the generality of the foregoing, Licensor shall be under no liability
whatsoever to Licensee in the event of the non-delivery or non-availability of any Feed or
tape or pictures by way of live broadcast occasioned by a Force Majeure Event.
20.3 (a) Upon service of the notice under Clause 20.1, the Parties shall discuss a solution to
the consequences of the Force Majeure Event.
(b) If after 30 (thirty) days from the date of a notice being given under Clause 20.1 the Force
Majeure Event is still continuing and is in respect of a material obligation under this
Agreement, the Parties shall also discuss potential terms on which to suspend or terminate the
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Agreement.
(c) Subject to the Parties entering into a written agreement pursuant to the discussions under
Clause 20.3(b):
(i) Licensee shall remain liable to pay the Rights Fee in full on the applicable due dates and
otherwise in accordance with this Agreement and shall not be entitled to any reduction or
refund of the Rights Fee hereunder; and
(ii) the Agreement shall continue in full force and effect and neither Party shall be entitled to
terminate this Agreement by reason of the Force Majeure Event.
20.4 For the purpose of this agreement the term “Force Majeure Event” shall mean Act of
God, revolution, national mourning, strikes, lock-outs or other industrial action, failure or
delay in transit or transmission, satellite failure, failure of any public utility or undertaking,
terrorist
action or threat thereof, civil commotion, invasion, war, threat or preparation for war, fire,
explosion, storm, flood, earthquake, epidemic and any legislation, regulation or ruling of any
government, court or other such competent authority or any other cause affecting the
performance of this Agreement arising from or attributable to acts, events, non-happenings,
omissions or accidents beyond the reasonable control of the party affected.
20.5 The provisions of this Clause shall not excuse, in relation to a Force Majeure Event, the
performance of any obligations under this Agreement which can be performed
notwithstanding the relevant Force Majeure Event and shall not apply to the payment
obligations or other obligations of Licensee under Clause 7 above, save under Clause 7.10
above.
21. INVALIDITY
If at any time any provision of this Agreement becomes invalid, illegal or unenforceable in
any respect under the Laws of any jurisdiction, that circumstance shall, so long as the
commercial purpose of this Agreement is still capable of performance, not in any way affect
or impair the validity, legality or enforceability in that jurisdiction of any other provision of
this Agreement, or the validity, legality or enforceability under the Law of any other
jurisdiction of that or any other provision of this Agreement. If any provision of this
Agreement is so found to be invalid, illegal or unenforceable, but would be valid, legal or
enforceable if some part of the provision were deleted, the provision in question shall apply
with such modifications as may be necessary to make it valid, legal or enforceable.
22. REMEDIES CUMULATIVE
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No remedy conferred by any of the specific provisions of this Agreement is intended to be
exclusive of any other remedy which is otherwise available at law, in equity, by statute or
otherwise, and except as otherwise expressly provided for herein, each and every other
remedy shall be cumulative and shall be in addition to every other remedy given hereunder or
now or hereafter existing at law, in equity, by statute or otherwise. The election of any one or
more of such remedies by any of the parties hereto shall not constitute a waiver by such party
of the right to pursue any other available remedies.
23. COUNTERPARTS
This Agreement may be executed in any number of counterparts and all of such counterparts
taken together shall constitute one and the same instrument.
24. ENTIRE AGREEMENT
24.1 Subject to Clause 24.2 below, this Agreement (and the Regulations), constitutes the
entire
agreement between the parties in relation to the League and supersedes any negotiations or
prior agreements in respect thereof and:
(a) this Agreement clearly expresses the parties’ requirements and intentions in connection
with the matters contemplated hereby;
(b) in entering into this Agreement each party confirms that it has not relied on any
warranties or representations which are not expressly set out in this Agreement; and
24.2 Licensee acknowledges and accepts that Clause 24.1 above shall be without prejudice to
the warranties, representations and undertakings given by it under Clauses 9.4(f), 9.4 (i) and
9.4(j) above, which shall continue to apply to Licensee throughout the duration of this
Agreement with full force and effect.
24.3 Nothing in this Agreement shall seek to exclude any liability for fraudulent
misrepresentation.
24.4 This Agreement may only be varied, amended or modified if such variation, amendment
or modification is made in writing and signed by a duly authorised representative of each
Party in a formal addendum.
24.5 Where this Agreement is signed on different dates then it shall take effect on the later
date.
25. NO RELIANCE
25.1 Subject to Clause 25.2, below:
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(i) no terms, obligations, representations, promises or conditions, oral or written, express or
implied, have been made or relied upon by either party other than those expressly contained
herein; and
(ii) each party irrevocably waives any right it may have to seek a remedy for: (a) any
misrepresentation which has not become a term of this Agreement or (b) any breach of
warranty or undertaking (other than those expressly contained in this Agreement), whether
express or implied, statutory or otherwise, unless such misrepresentation, warranty or
undertaking was made fraudulently.
26. MISCELLANEOUS
26.1 All consents, approvals, notices, directions and/or instructions which are required to be
given or obtained pursuant to this Agreement, and any waiver of any right power or remedy
under this Agreement or at law or otherwise, must, to be valid and effective, be given in
writing. Where consent, approval, authorisation or agreement is required to be received
hereunder, the same must be received in advance.
26.2 The agreements, terms, covenants and conditions herein shall be binding upon, and inure
to the benefit of each of the Parties and their respective successors and assigns in the event
any
assignment is agreed or permitted as hereinabove provided.
26.3 Each Party, at its own cost, agrees to do and execute and perform such further deeds,
documents, assurances, acts and things as may be required to give effect to the terms, intent
and purposes of this Agreement, and transactions contemplated by, this Agreement; and each
Party shall bear its own costs of and incidental to the negotiation, making and fulfilment of
this
Agreement and the transactions contemplated hereby.
26.4 A person who is not a Party to this Agreement shall have no rights hereunder and may
not
enforce any of its terms.
27. GOVERNING LAW
27.1 This Agreement shall be governed by and construed in accordance with []. Subject to
arbitration provided in Clauses 27.2 to 27.6 below, courts in [] shall have exclusive
jurisdiction in relation to any dispute which arises in connection with or in relation to this
Agreement.
27.2 If any dispute arises under this Agreement, such dispute shall be submitted to arbitration
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under [] and conclusively resolved by a single arbitrator appointed by mutual consent or
failing which by such process as is laid down said Act. Both parties shall share equally the
costs, fees and other expenses of the single arbitrator appointed by them in accordance with
[] or any statutory amendment or re-enactment thereof.
27.3 The venue for arbitration shall be [] and the arbitration shall be conducted in the
English language. Parties shall maintain confidentiality in relation to the arbitral proceedings,
documents filed therein and the arbitral award.
27.4 The decision of the arbitrator shall be in writing and shall be final and binding upon the
parties. Each party shall bear its own lawyers’ fees and charges and shall pay one half of the
costs and expenses of such arbitration, subject always to the final award of the arbitrator as to
costs.
27.5 Each of the parties hereby acknowledges and agrees that its failure to participate in
arbitration proceedings in any respect or to comply with any request, order or direction of the
arbitrator, shall not preclude the arbitrator proceeding with such arbitration and/or making a
valid final award.
27.6 Licensor (but not the Licensee) shall have the right to bring an action seeking specific
performance and/or injunction and/or any other equitable relief, both interim and final, before
the competent court and/or Sole Arbitrator appointed in accordance with Clause 27.2 above,
in relation to or arising out of or in connection with this Agreement. It is clarified that by
signing this Agreement, the Licensee hereby waives, abandons and gives up its right to bring
any such action seeking specific performance and/or injunction and/or any other equitable
relief, whether interim or final, before any court and/or Sole Arbitrator appointed in
accordance with Clause 27.2 above to enforce any obligation under the Agreement.
IN WITNESS WHEREOF, the PARTIES HERETO have signed and executed this agreement
the []day, the month of [] and year [] in the presence of the following witnesses.
Signed and delivered for
For and on behalf of LICENSOR
__________________________
Name:
Date:
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Title:
For and on behalf of LICENSEE
__________________________
Name:
Date:
Title:
59
SCHEDULE 1
TERRITORY AND RIGHTS FEE
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