Parrish et al v. National Football League Players Incorporated
Filing
385
Declaration of Jeffrey Kessler in Support of 384 Letter Dated August 1, 2008 filed byNational Football League Players Incorporated, National Football League Players Association. (Attachments: # 1 Exhibit 1, # 2 Exhibit 2, # 3 Exhibit 3, # 4 Exhibit 4, # 5 Exhibit 5, # 6 Exhibit 6, # 7 Exhibit 7, # 8 Exhibit 8, # 9 Exhibit 9, # 10 Exhibit 10, # 11 Exhibit 11, # 12 Exhibit 12, # 13 Exhibit 13, # 14 Exhibit 14, # 15 Exhibit 15, # 16 Exhibit 16, # 17 Exhibit 17, # 18 Exhibit 18, # 19 Exhibit 19)(Related document(s) 384 ) (Padnos, Todd) (Filed on 8/25/2008)
EXHIBIT 4
Case No. C 07 0943 WHA Parrish v. National Football League Players Association, et al.
LICENSE AGREEMENT
THIS ARTS INC
CA
203
WITH
EA
FLOOR
94065
OF APRIL 2006 BY AND AMONG ELECTRONIC AGREEMENT IS MADE AND ENTERED INTO THIS 25TH DAY WITH OFFICES AT 209 REDWOOD SHORES PARKWAY REDWOOD CITY DELAWARE CORPORATION NETHERLANDS LIMITED PARTNERSHIP WHOSE ADDRESS IS SUITE AND ELECTRONIC ARTS
CV
LAURISTON
LICENSEE
NATIONAL
HOUSE LOWER COLLYMORE ROCK BRIDGETOWN BARBADOS COLLECTIVELY FOOTBALL MUSEUM INC DBA THE PRO FOOTBALL HALL OF FAME
GEORGE HALAS
DRIVE
HEREINAFTER CORPORATION
OFFICES AT 2121
CANTON
OHIO 44708
HEREINAFTER
HOF
AT
AND
NATIONAL
STREET
FOOTBALL LEAGUE PLAYERS INCORPORATED
WASHINGTON
EXECUTION
CORPORATION WITH
SHALL
OFFICES
2021
DC 20036
PLAYERS
OF THIS AGREEMENT THE
EFFE DAT
MC
NW
THIS
AGREEMENT
BE
EFFECTIVE
AS OF THE DATE
OF THE FULL
REPRESENTATIONS HOF
SELECTION REASONABLE
UTILIZE
REPRESENTS
THAT
IT
IS
NONPROFIT
CORPORATION WHICH ANNUALLY CONDUCTS
PROCESS
FOR THE
AND ENSHNNENIENT OF COMMERCIAL
EFFORTS
PLAYERS COACHES ARID CONTRIBUTORS THAT IT SHALL USE PRO FOOTBALL TO DURING THE TEMI OF THIS AGREEMENT TO SECURE THE RIGHT FOR LICENSEE
RETIRED
THE
NAMES AND
CONTEMPLATED
LIKENESSES HEREIN
FAME AS PLAYERS
COACHES
THIS
OF THE PLAYERS AND COACHES WHO HAVE BECOME ENSHRINED INTO THE HALL THAT THE HOF HAS BEEN DULY APPOINTED TO ACT ON BEHALF OF THE HALL
OF OF
FAMEMEMBER FOOTBALL
AND THE THE
FOR
PLAYERS LISTED
ON EXHIBIT
ATTACHED
HERETO
AS AMENDED FROM
ATTACHED HERETO TO REPRESENT
TIME
TO
TIME
THE
TIME TO TIME
HALL OF FAMEMEMBER COACHES LISTED COACHES WHO AUTHORIZE HOF FROM SPECIFIC HOF LICENSED PROGRAMS AND THAT TO
ON EXHIBIT
TIME
IN TO TIME
AS AMENDED FROM
SUCH CAPACITY
HEREIN
CONTRACT AND THE RIGHT
GRANT RIGHTS
AND LICENSES
OR EXHIBIT SECURED
FOR
DESCRIBED
HOE HOF
SUCH PLAYERS AND SUCH HAS THE RIGHT TO NEGOTIATE
REPRESENTS THAT UNLESS
OTHERWISE CONDITIONS SECURED
EXPRESSLY SET FORTH OF THIS AGREEMENT
ON EXHIBIT
THE RIGHTS
HERETO AS APPLICABLE SUBJECT TO THE TERMS AND EACH PLAYER OR COACH LICENSED HEREUNDER SHALL BE
THROUGH MARCH
31 2010
PLAYERS ASSOCIATION
NFLPA
PLAYERS OF THE
INC REPRESENTS THAT IT IS LICENSING AFFILIATE OF THE NATIONAL FOOTBALL LEAGUE PLAYERS THAT THE NFLPA HAS BEEN DULY APPOINTED AND IS ACTING ON BEHALF OF THE FOOTBALL NATIONAL FOOTBALL LEAGUE WHO HAVE ENTERED INTO WHICH GROUP LICENSING ASSIGNMENT
TO
HAVE BEEN ASSIGNED
PLAYERS
IN
INC
UCENSEE ACKNOWLEDGES THAT PLAYERS
INC LICENSING
INC
ALSO ON OCCASION BUT NOT LIMITED
INTO
SECURES
TO THE
AUTHORIZATION FOR INCLUSION
PLAYERS
PROGRAMS FROM PLAYERS
PLAYERS
INCLUDING NOT
TO
HOF
PLAYERS
REFERENCED
ABOVE AND OTHER
BUT
RETIRED
WHO HAVE
PLAYERS INC
ENTERED
LICENSING DESIGNATED
RIGHTS
AUTHORIZATION PLAYERS
FORTH IN
WHO
NEVERTHELESS
AUTHORIZE
REPRESENT
SUCH GROUP SUCH PLAYERS FOR
INC LICENSED
AS SET
CERTAIN PLAYERS INC HAS GRANTED LICENSEE PROGRAMS IN SUCH CAPACITY LICENSE AGREEMENT EFFECTIVE MARCH 2006 THE PLAYERS INC LICENSE AGREEMENT
GRANT OF LICENSE
UPON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT 1IOF HEREBY GRANTS TO LICENSEE THE NONEXCLUSIVE RIGHT LICENSE AND PRIVILEGE OF UTILIZING HEREBY ACCEPTS THE TRADEMARKS
WHICH LICENSED
AND LICENSEE
MARKETING
AND NAMES OF IIOF
OF THE
PRODUCTS II
MAY BE AMENDED FROM TIME TO TIME THE NAMES LIKENESSES
BY
HOF
IN
AND
IN
CONNECTION
LIMITATION
WITH THE
INCLUDING
WITHOUT
NUMBERS
ANDOR BIOGRAPHICAL PHOTOGRAPHS OWNED BY HOF FACSIMILE SIGNATURES OF THE PLAYERS IN LICENSEES LINE OF FOOTBALL ENTERTAINMENT SOFTWARE IDENTITY PRODUCTS CURRENTLY KNOWN AS MADDEN NFL FOOTBALL AND III THE NONEXCLUSIVE RIGHT LICENSE AND OF UTILIZING THE NAMES LIKENESSES PRIVILEGE PICTURES PHOTOGRAPHS VOICES FACSIMILE SIGNATURES ANDOR OWNED BY PICTURES INFORMATION HEREINAFTER
HOF
HIGHLY
CONFWEN
AITORNEYS EYES ONLY
P1000100
BIOGRAPHICAL ENTERTAINMENT
INFORMATION
HEREINAFTER
IDENTITY
OF
THE
SOFTWARE PRODUCTS CURRENTY KNOWN AS MADDEN NFL FOOTBALL COMPUTER FOOTBALL SIMULATION FOR CURRENT AND SUCCESSOR GAME CONSOLE RESPECTIVELY MICROSOFT PERSONAL
COACHES IN LICENSEES LINE OF FOOTBALL NFL HEAD COCH IN THE FORM OF VIDEO AND AND MANAGER GAMES NFL HEAD COACH PLATFORMS DEVELOPED BY SONY NINTENDO AND
SUCCESSORS COMPUTERS AND APPLE COMPUTERS NOKIA NGAGE AND ITS CARTRIDGEBASED PALM OR SIMILAR OPERATING POCKET PC AND PALM PRODUCTS AND OTHER HANDHELDS USING SYSTEM LINUX COMPUTERS AND HANDHELD SYSTEMS INTERNET AND ONLINE WLRELESSLMOBLLE GAMING DEVICES AND NINTENDO DS AND PORTABLE PERSONAL GAMING DEVICES GAMEBOY GAMEBOY ADVANCED PLAYSTATION OF THE FOREGOING DURING THEIR SUCCESSORS AND ANY NEW PLATFORMS THAT MAY EMERGE TO COMPETE WITH ANY LICENSED PRODUCTS AND WHICH HEREINAFTER REFERRED TO AS THE TERM OF THIS AGREEMENT COLLECTIVELY ARCADE UNITS
HE
SHALL
INCLUDE
ALL
FEATURES
SHALL
AND
FUNCTIONALITY INTERACTIVE
THAT ENABLE TELEVISION
OR ENHANCE FOR THE
CONNECTIVITY
BUT
NOT INCLUDE
GAMEPLAY THROUGH PLAYERNETWORK AVOIDANCE OF DOUBT MADDEN NFL
HEAD COACH LICENSED PRODUCTS MAY INCLUDE FANTASY FOOTBALL GAMES ONLY TO THE EXTENT FOOTBALL AND FOR THE AVOIDANCE OF DOUBT THAT SUCH FANTASY FOOTBAU GAMES ARE AN ELEMENT OF SUCH LICENSED PRODUCTS OTHER WALLPAPER AND ANIMATED LICENSEE SHALL ALBO HAVE THE RIGHT TO CREATE AND EXPLOIT IMAGES BASED
UPON THE WHICH THE
NFL
TM
RIGHTS
NFL
FOOTBALR
AND
NFL
TO
HEAD COACH LICENSED
SECTION
PRODUCTS
THE
IN
SPECIFIC
MANNER
IN
LICENSED
HEREUNDER ARE
BE USED ON THE LICENSED
IN
PRODUCTS
QUESTION
SHALL REQUIRE
THE PRIOR WRITTEN APPROVAL OF
HOF
AS PROVIDED AND
BELOW
THE COACHES
RIGHTS
LICENSES
PRIVILEGES
GRANTED BY
HOF
HEREUNDER
SHALL
NOT CONSTITUTE OR BE
ALL
USED BY LICENSEE AS
OR ANY OF THE PLAYERS OR PLAYERS COACHS PERSONAL ENDORSEMENT UCENSEE FURTHER AGREES AND ACKNOWLEDGES THAT SUCH ENDORSEMENT WILL REQUIRE THE PERSONAL APPROVAL OF THE INDIVIDUAL HAYER OR COACH AND THE EXECUTION OF SEPARATE LICENSE OR BY
TESTIMONIAL
HOF
OR AN ENDORSEMENT OF ANY PRODUCT SERVICE IN THE EVENT LICENSEE IS INTERESTED IN SECURING
OR EVENT BY
INDIVIDUAL
AN
AGREEMENT OR AMENDMENT HERETO AS THE PARTIES SHALL MUTUALLY AGREE LICENSEE MAY CONTACT ANY INDIVIDUAL PLAYER COACH OR SUCH INDIVIDUALS AGENT SOLELY FOR THE PURPOSES OF PROMOTING LICENSEES
PRODUCTS OR SERVICES AN4LOR TO INDICATE
LICENSEES
INTEREST
IN
SECURING
PLAYERS
OR
COACHS
ENDORSEMENT ANDLOR SERVICES RELATED TO THE RESPECTIVE LICENSED PRODUCTS AUTHORIZED HEREUNDER PROVIDED HOWEVER THAT ALL NEGOTIATIONS FOR SUCH ENDORSEMENT ANDLOR SERVICES SHALL BE CONDUCTED SOLELY THROUGH
PLAYERS INC AND BY LICENSEE
HOF
WITH PLAYERS
AND ANY CONTRACT FOR PLAYERS OR COACHS ENDORSEMENT ANDLOR SERVICES INC AND HOF
WILL
BE ENTERED
HOF AGREES THAT NOTHING HEREIN SHALL BE DEEMED TO PREVENT UCENSEE FROM WORKING TO SECURE SEPARATELY THROUGH PLAYERS INC THE RIGHT TO INCORPORATE ANY INDIVIDUAL PLAYER OR COACH ENSHRINED INTO THE HALL OF FAME WHOSERIGHTS HAVE NOT BEEN SECURED BY EFFORTS TO FOLLOWING HOFS GOODFAITH
HOF
DO SO PROVIDED
THAT LICENSEE
AGREES THAT
IT
SHALL
NOT PAY ANY SUCH PLAYER OR COACH
HIGHER CASH
PAYMENT FOR COLLECTIVEUSE RIGHTS OF THE SAME SCOPE AS PROVIDED UNDER THIS AGREEMENT THAN PLAYERS INC ANDOR HOF HAS PAID THE OTHER PLAYERS AND COACHES SECURED HEREUNDER IN SUCH EVENT LICENSEE SHARI SO NOTIFY 1IOF OF ITS INTENTION TO WORK TO SECURE SUCH RIGHTS SEPARATELY AND HOF AGREES TO PROVIDE ANY
REASONABLE COOPERATION
IN
SUCH
EFFORTS
AS REASONABLY UCENSEE
REQUESTED
BY LICENSEE TO UTIIZE THE RIGHTS
TERRITORY AND DISTRIBUTION
HEREUNDER FOR DISTRIBUTION OF THE LICENSED
SHALL
HAVE THE
RIGHT
GRANTED
PRODUCTS WORLDWIDE
TERM
TERM OF THIS AGREEMENT SHAIL EXTEND FROM THE EFFECTIVE DATE TO MARCH 31 2010 UNLESS ACCORDANCE WITH THE PROVISIONS HEREOF THE PERIOD OF TIME FROM THE EFFECTIVE DATE THROUGH MARCH 31 2007 SHAD BE REFERRED TO AS THE FIRST LICENSE PERIOD THE PERIOD OF TIME FROM APRIL 2007 SHALL BE REFERRED TO AS THE SECOND LICENSE THROUGH MARCH 31 2008 PERIOD THE PERIOD OF TIME FROM TERMINATED
IN
THE
UGB1Y CONFIDENTIAX
ATFONNEYS FLBS ONLY
P1000101
31 2009 SHALL BE REFERRED TO AS THE WTHIRD LICENSE PERIODS 2009 THROUGH MARCH 31 2010 SHALL BE REFERRED TO AS THE FOURTH LICENSE BE REFERRED TO AS LICENSE PERIOD YEAR OF THE TERM MAY
APRIL
2008
THROUGH MARCH
THE
PERIOD
OF
TIME
FROM APRIL
PERIOD
EACH
PAYMENT EA 4D0000
FOR
ITS
USE OF THE
ELECTED
SHALL PAY PLAYERS LICENSED RIGHTS PLAYER
INC
ON BEHALF OF
FOR THE
HOF
FIRST
ONETIME
LICENSE
HEREUNDER
2000
PER NEWLY
OR COACH ENSHRINES
ADDED BY
HOF
FLATFEE PAYMENT OF PERIOD PLUS THE AMOUNT OF CALENDAR YEAR DURING THE 2008
PROVIDED THAT SHOULD HOF SUCCEED IN OBTAINING THE RIGHTS TO ANY ADDITIONAL ENSHRINES THAT WERE ELECTED ADDITIONAL DURING THE 2005 CALENDAR YEAR OR BEFORE THE PARTIES AGREE THAT PAYMENTS WITH RESPECT TO SUCH ONETIME FLATFEE ENSHRINES WOULD BE DEEMED TO BE INCLUDED IN THE INITIAL 400000 II PAYMENT PAYMENT OF
400000
FOR THE
SECOND LICENSE
DURING
OR COACH ERISHRINEE
ADDED BY 1IOF
LICENSE
THE SECOND UCENSE
PERIOD PLUS THE AMOUNT OF PERIOD
2000
ONETIME
PER NEWLY ELECTED PLAYER FLATFEE PAYMENT OF
400000
ENSHVINEE
FOR THE
FOR THE
THIRD
PERIOD
PLUS THE AMOUNT OF LICENSE
2000
ADDED BY
HOF
DURING THE THIRD
PERIOD AND
PER NEWLY ELECTED PLAYER OR COACH ONETIME FLATFEE PAYMENT OF 400000
FOURTH LICENSE PERIOD PLUS THE AMOUNT OF 2000 PER NEWLY ELECTED PLAYER OR COACH ENSHRINEE ADDED BY HOF DURING THE FOURTH LICENSE PERIOD SUCH PAYMENTS SHALL BE DUE AND PAYABLE AS OF APRIL WITH RESPECT TO OF EACH LICENSE PERIOD OR WITHIN 30 DAYS OF ENS RECEIPT OF THE APPROPRIATE HOF INVOICE THE ANY ADDITIONAL ENSHRINES ADDED DURING THE RESPECTIVE LICENSE PERIOD
13
LICENSEE
SUCH FLAT FEE PAYMENTS SHALL BE MADE BY LICENSEE AS SPECIFIED HEREIN WHETHER OR NOT USES THE RIGHTS LICENSED HEREUNDER AND NO PART OF SUCH PAYMENTS SHALL BE REPAYEBLE TO
LICENSEE
PAYMENT INTEREST
COMMUNICATIONS
INCORPORATED OR
SHALL
ITS
AND NOTICES ALL PAYMENTS AND ALL NOTICES APPROVALS AND OTHER BE SENT TO OR MADE PAYABLE IN THE NAME OF NATIONAL FOOTBALL LEAGUE PLAYERS IN ADDITION TO ALL OTHER RIGHTS CONTAINED IN THIS AGREEMENT ASSIGNEE WHERE APPLICABLE
TO COLLECT
KOF
SHALL
BE
PERCENT
12
ENTITLED
AND LICENSEE
SHALL
PAY
DAILY
INTEREST
AT THE
RATE OF ONE END ONEHALF
MONTHLY OR THE MAXIMUM
ALL
INTEREST
PERMITTED
MADE BY LICENSEE
BE WITH JOEL UNZNER ADDRESS
EVP
CORRESPONDENCE NOTICES APPROVALS BUSINESS AND LEGAL AFFAIRS WITH
BY LAW IF LESS ON ALL PAYMENTS NOT TIMELY AND OTHER COMMUNICATIONS TO LICENSEE SHALL COPY
TO
GENERAL
COUNSEL
AT
THE
SAME
INDEMNIFICATION
UCENSEE AGREES THAT IT WIL NOT DURING THE TERM OF THIS AGREEMENT OR THEREAFTER ATTACK THE IN AND TO THE TRADEMARKS OR NAMES OWNED BY OR LICENSED TO HOF OR ANY OF THE RIGHTS HEREUNDER AS SPECIFIED IN PARAGRAPH OF THIS AGREEMENT OR IN ANY WAY ATTACK THE VALIDITY OF THIS
RIGHTS
OF
HOF
LICENSED
AGREEMENT UCENSEE FURTHER AGREES
TO
ASSIST
HOF
TO THE
EXTENT NECESSARY IN
PROTECTION OR TO PROTECT ANY OF THE RIGHTS CONVEYED HEREUNDER AND IF OR PROSECUTE AT ITS OWN EXPENSE ANY CLAIMS OR SUITS IN ITS OWN NAME OR IN LICENSEE
HOF
IT
THE PROCUREMENT OF ANY SO DESIRES MAY COMMENCE
THE
NAME
OF LICENSEE
OR JOIN
AS
PARTY THERETO
LICENSEE
SHALL
NOTIFY
HOF
IN
WRITING
OF ANY INFRINGEMENT
RIGHTS COVERED BY THIS
RIGHT
TO DETERMINE
LICENSEE OBTAINING
AGREEMENT WHICH MAY COME TO LICENSEES ATTENTION AND 1IOF WHETHER OR NOT ANY ACTION SHALL BE TAKEN ON ACCOUNT OF ANY SUCH INFRINGEMENT SHALL NOT INSTITUTE ANY SUIT OR TAKE ANY ACTION ON ACCOUNT OF ANY SUCH INFRINGEMENT WITHOUT FIRST THE WRITTEN CONSENT OR HOP TO DO SO AND HOF SHALL REASONABLY CONSIDER ANY SUCH REQUEST
BY OTHERS OF THE SHALL HAVE THE SOLE
SIGHLY CONPWENRIAL
ATTOIN
5VES ONLY
PIOOO1OZ
SHALL HAVE THE RIGHT TO TAKE ACTION WITHOUT HOPS PRIOR CONSENT PROVIDED HOWEVER THET LICENSEE OF LICENSEES INTELLECTUAL TO ANY INFRINGEMENT PROPERTY RIGHTS IN THE LICENSED PRODUCTS RESPECT
WITH
LICENSEE AGAINST
FOR ITS
CLAIMS OR USE OF THE LICENSED AND EXPENSES ARISING OUT OF THE MANUFACTURE MARKETING SALE DISTRIBUTION AT ITS OWN EXPENSE LICENSEE AGREES TO OBTAIN PRODUCTS WHICH ARE THE SUBJECT OF THIS AGREEMENT INSURANCE PROVIDING ADEQUATE PROTECTION FOR LICENSEE AND HOF AGAINST ANY SUCH CLAIMS GENERAL LIABILITY
ALL
ANY AND
SUITO
OWN ACTS HEREBY INDEMNIFLES HOF AND UNDERTAKES TO DEFEND HOF FROM AND REASONABLE ATTORNEYS FEES LOSSES DAMAGES AND EXPENSES INCLUDING
OR SUITS
IN
AMOUNTS NOT LESS THAN THREE MILION
SHALL
DOLLARS
FULLY PAID
300000000
POLICY
WITHIN
THIRTY
30
DAYS FROM THE
DATE HEREOF UCENSEE
SUBMIT
TO
HOF
OR CERTIFICATE
AN ADDITIONAL
INSURED
WRITTEN NOTICE TO
HOF
PARTY REQUIRING AT LEAST TWENTY
THAT INSURER WILL
NOT TERMINATE
NAMING HOF AS OR MATERIALLY MODIFY SUCH WITHOUT
OF INSURANCE
20
DAYS
IN
ADVANCE THEREOF AND UNDERTAKES
TO
HOF
UCENSEE
FEES
HEREBY
IRIDEMNIFIES
LIABILITIES
LICENSEE LOSSES
DEFEND LICENSEE
AGAINST
AND HOLD
HARMLESS FROM ANY
AND EXPENSES RESULTING FROM CLAIMS OWNERSHIP BY OR AUTHORITY OF HOF TO LICENSE
THIS
DAMAGES AND EXPENSES INCLUDING REASONABLE ATTORNEYS MADE OR SUITS BROUGHT AGAINST UCENSEE CHALLENGING THE
THE RIGHTS LICENSED
IN
PARAGRAPH
STRICTLY
AS AUTHORIZED
IN
AGREEMENT
TRADEMARK NOTICES
ON THE LICENSED PRODUCTS AND ON ALL MATERIALS IN ARTY USE OF HOFS TRADEMARKS APPEARING WITH THE LICENSED PRODUCTS DISTRIBUTED OR RELATING TO SUCH LICENSED PRODUCTS SHALL APPEAR
ATTACHED
CONNECTION
PRECISELY ACCORDING TO THE SPECIFICATIONS SET FORTH IN EXHIBIT WITHOUT VARIATION WITH THE LETTER FROM TIME TO TIME BY
HERETO WHICH MAY BE AMENDED
CIRCLE
HOF
ENCLOSED WITHIN
APPROVALS
THE
HERETO AS EXHIBIT
LIST
OF PLAYERS
AND COACHES
RESPECTIVELY
FOR
WHOM HOF
HAS SECURED AUTHORIZATION
THE FOREGOING DURING EACH LICENSE
IS
ATTACHED
AND EXHIBIT
NOTWITHSTANDING
HOF
AGREES THAT
IT
SHALL
USE REASONABLE
EFFORTS
PERIOD
TO SECURE RIGHTS FOR THE NEWLY ELECTED CLASS OF HOF ENSHRINEE THOSE PLAYERS AND COACHES
PLAYERS AND COACHES AND
WHO HAVE
EITHER NOT YET RESPONDED TO
HOPS
REQUESTS TO
DECLINED TO
BECOME PLAYERS
PARTICIPATE
IN THE
OR COACHES LICENSED HEREUNDER OR LICENSING PROGRAM CONTEMPLATED
IN
WHO HAVE
PREVIOUSLY
HEREUNDER
OR COACHES FOR WHOM
II
HOF
SHALL
NOTIFY
LICENSEE
WRITING
OF ANY ADDITIONAL
PLAYERS
HOP
HAS SECURED RIGHTS HEREUNDER
IF 1IOF REMOVES ANY PLAYERS OR COACHS NAME FROM THE LISTING OF APPROVED PLAYERS III OR COACHES AFTER THE LATER OF MARCH OF THE THENCURRENT LICENSE PERIOD OR SPECIFIC LICENSED PRODUCT BETA DATE IN ANY LICENSED PERIOD HOF ACKNOWLEDGES THAT LICENSEE WILL NOT HAVE THE
ABILITY
THE APPLICABLE
TO REMOVE SUCH PLAYERS FOOTBAL SEASON NOT CONSTITUTE
OR
COACHS NAME AND
LIKENESS
FROM
ITS
LICENSED
PRODUCTS FOR
CASE
SHALL
PARAGRAPH UCENSEE SAMPLES
OF
7D
THEREFORE THE USE OF SUCH PLAYERS OR COACLFS NAME IN SUCH BREACH OF THIS AGREEMENT AND HOF AGREES THAT THE INDEMNITY IN
APPLY TO RESULTING CLAIMS
OR SUITS
ABOVE
SHALL
BROUGHT AGAINST
LICENSEE AND USE
WITH ANY
THE
HOF
AGREES TO FURNISH HOP FREE OF COST FOR ITS WRITTEN APPROVAL AS TO QUALITY TRADEMARKS PLAYER ANDOR COACH RIGHTS LICENSED HEREUNDER TOGETHER
UGFLLY CONFIDENTIAL
ATTORNEYS EYES ONLY
P1000103
PACKAGING
DISTRIBUTION
SATE OR HANGTAGS AND WRAPPING MATENAL INCORPORATING SUCH RIGHTS BEFORE THEIR MANUFACTURE WHICHEVER OCCURS FIRST AND NO LICENSED PRODUCTS SHALL BE MANUFACTURED SOLD OR DISTUIBUTED
HOF SHALL RESPOND TO REQUESTS FOR WITHOUT SUCH PRIOR WRITTEN APPROVAL OF SUCH MATERIALS BY LICENSEE FOR SUCH APPROVAL WITHIN TEN BUSINESS REQUEST BY LICENSEE SUCH APPROVAL FROM LICENSEE DAYS ANY HOP AND NOT RESPONDED TO WITHIN TEN 10 BUSINESS DAYS SHALL BE DEEMED APPROVED IS RECEIVED THAT BY
10
ANY
MATERIAL
SHALL
DAY PERIOD
DISAPPROVAL
BY LICENSEE BE RESUBMITTED TO
FOR APPROVAL THAT IS DISAPPROVED
HOF
WITH CHANGES AND
HOF
SHALL
BUSINESS BY HOP WITHIN THE TEN IN WRITING AS TO APPROVAL OR RESPOND
10
AS SOON AS PRACTICABLE UCENSEE
MAY CHOOSE
TO USE PLAYER AND COACH
NAMES ANDOR
LIKENESSES
IN
COLLECTIVE
MANNER
IE
SIX LICENSED
RESPECTIVE
WHETHER CURRENT OR FORMER OR MORE PLAYERS OR COACHES PRODUCTS ON OR IN RADIO OR TELEVISION COMMERCIALS ANY
MATERIAL
SHOWN
TO PROMOTE THE PERTAINING
TO
MATERIAL
PACKAGING
HANGTAGS WRAPPING PRINT FLYERS POINTOFPURCHASE PRESS SALES CATALOGUES AND OTHER SALESIMARKETLNG MATERIALS CATALOGUES TRADE SHOW BOOTHS AND EXHIBITS
ADS
DISPLAYS
RELEASES OR
USE PROVIDED ANY OTHER WRITTEN MATERIAL OR MEDIUM INCLUDING BUT NOT LIMITED TO ELECTRONIC OR INTERACTIVE HOWEVER THAT SUCH USE SHALL REQUIRE THE PRIOR WRITTEN APPROVAL OF HOP AND MAY REQUIRE AN AMENDMENT TO THIS AGREEMENT OR SEPARATE AGREEMENT AS MUTUALLY AGREEDUPON BY THE PARTIES HERETO UCENSEE MAY
WITH NOTIFICATION
TO AND THE APPROVAL OF
HOP
CONTACT ANY INDIVIDUAL
PLAYER
UCENSEE PRODUCTS OR SERVICES ANDLOR TO INDICATE AGENT FOR THE PURPOSES OF PROMOTING INTEREST IN SECURING PLAYERS OR COACHS ENDORSEMENT ANDOR SERVICES RELATED TO ANY LICENSED
COACH OR SUCH INDIVIDUALS LICENSEES
PRODUCT
IN THE EVENT UCENSEE WISHES TO SECURE AN INDIVIDUAL PLAYER OR COACH TO MAKE APPEARANCES TO PROMOTE LICENSED PRODUCTS OR TO AUTOGRAPH LICENSED PRODUCTS THE SELECTION OF SUCH PLAYER OR COACH SHALL BE SUBJECT TO MUTUAL AGREEMENT BETWEEN LICENSEE AND HOWEVER THAT SUCH USE PROVIDED
HOF
SHALL
REQUIRE AN
AMENDMENTTO
THIS
AGREEMENT OR
SEPARATE
AGREEMENT AS MUTUALLY AGREEDUPON BY THE
HERETO LICENSEE MAY WITH NOTIFICATION TO AND THE APPROVAL OF HOP CONTACT ANY PLAYER OR COACH OR THEIR AGENT SOLELY FOR THE PURPOSES OF PROMOTING UCENSEES PRODUCTS OR SERVICES ANDOR TO INDICATE LICENSEES INTEREST IN SECURING PLAYERS OR COACHS ENDORSEMENT ANDOR SERVICES RELATED TO ANY
PARTIES LICENSED PRODUCT
10
SPECIFIC
ALL
UNDERTAKINGS OF LICENSEE
RIGHTS RELATING
TO THE RIGHTS
LICENSED
HEREUNDER ARE AS
SPECIFICALLY
FOR THE
LICENSE
HEREIN
GRANTED TO LICENSEE
TO USE THE RIGHTS
SPECIFICALLY
RESERVED BY HOF EXCEPT AND EXPRESSLY PROVIDED IN THIS
AGREEMENT UPON
IMMEDIATELY REFERENCE THERETO EXPIRATION OR TERMINATION
WILL
OF THIS
REFRAIN
AGREEMENT
FROM
REVERT TO
HOF
OR
FAULURE
AND LICENSEE
INDIRECT
TO
ALL RIGHTS GRANTED HEREUNDER SHALL FURTHER USE OF SUCH RIGHTS OR ANY FURTHER
IN EXCEPT AS PROVIDED BELOW LICENSEE PARAGRAPH CEASE THE USE OF SUCH RIGHTS AT THE TERMINATION OR EXPIRATION OF THIS AGREEMENT WILL RESULT IN IMMEDIATE AND IRREPARABLE DAMAGE TO HOF ANDOR INDIVIDUAL RETIRED PLAYERS AND COACHES AND TO THE RIGHTS OF ANY SUBSEQUENT LICENSEES
DIRECT
1D
ACKNOWLEDGES THAT
ITS
11
TERMINATION
IN
BY HOP
EVENT
IS
THE
LICENSEE
FILED
FILES
PETITION
IN
BANKRUPTCY
IF
OR IS
ADJUDICATED
AS BANKRUPT OR
OR
IF
PETITION
IN
BANKRUPTCY
FOR THE
AGAINST
ITS
LICENSEE
OR
LICENSEE
BECOMES
ITS
INSOLVENT
MAKES AN
LAWS OR
IF
ASSIGNMENT
LICENSEE
BENEFIT
ITS
OF
DISCONTINUES
BUSINESS
CREDITORS OR AN ARRANGEMENT PURSUANT OR IF RECEIVER IS APPOINTED FOR IT OR
TO ANY BANKRUPTCY
BUSINESS
ALL
IIGHTS
GRANTED
GHLY CONFWENTW
ATTORNEYS EYES ONLY
P1000104
IN THE THE OCCURRENCE OF ANY SUCH EVENT HEREUNDER WITHEUT NOTICE SHALL TERMINATE AUTOMATICALLY UPON TRUSTEES AGENTS LICENSEE NOR ITS RECEIVERS REPRESENTATIVES NEITHER EVENT OF SUCH TERMINATION DEAL WITH THE ADMINISTRATORS SUCCESSORS ANDLOR ASSIGNS SHAH HAVE ANY RIGHT TO SELL EXPLOIT OR IN ANY WAY
GRANTED HEREUNDER OR WITH ANY LICENSED PRODUCTS OR ANY CARTON CONTAINER PACKAGING MATERIAL ADVERTISING PROMOTIONAL OR DISPLAY MATERIAL PERTAINING TO ANY LICENSED PRODUCTS
RIGHTS
OR WRAPPING
IF
LICENSEE
SHALL
SHALL
VIOLATE
ANY OF
ITS
OTHER
THIS
MATERIAL
OBLIGATIONS
UNDER THE TERMS
OF
THIS
AGREEMENT HOF
AGREEMENT UPON FIFTEEN 15 DAYS NOTICE IN WRITING SHALL BECOME EFFECTIVE UNLESS UCENSEE SHALL COMPLETELY REMEDY THE AND SUCH NOTICE OF TERMINATION WITHIN THE FIFTEEN DAY PERIOD AND SHALL PROVIDE REASONABLE PROOF TO HOF THAT SUCH VIOLATION VIOLATION HAVE THE
TERMINATE RIGHT TO
15
HAS BEEN REMEDIED ACCRUED
REIMBURSE
SHALL
IF
THIS
AGREEMENT
PAYABLE
IS
TERMINATED IMMEDIATELY
UNDER
THIS
BECOME DUE AND
FOR
TO HOFI
TO
PARAGRAPH ALL AMOUNTS THERETOFORE AND HOF SHALL NOT BE OBLIGATED TO
LICENSEE
ANY PAYMENTS MADE BY UCENSEE
HOF
AS WAIVER
OF
ANY OTHER RIGHTS
FAUURE TO RESORT TO ANY REMEDIES REFERRED TO HEREIN SHALL NOT BE CONSTRUED AND REMEDIES TO WHICH HOF IS ENTITLED UNDER THIS AGREEMENT OR OTHERWISE
UPON TERMINATION OF THIS AGREEMENT LICENSEE SHALL HAVE ONE HUNDRED TWENTY 120 DAYS TO AND LIQUIDATE ALL INVENTORY OF ANY REMAINING LICENSED PRODUCTS IN UCENSEES INVENTORY SHALL NOT DISPOSE SUCH DISPOSITION SHALL BE AVAILABLE TO CONSUMERS AFTER THIS ONE HUNDRED TWENTY 120 DAY PERIOD EXPIRES CONFORM TO THIS AGREEMENT
IN
ALL
RESPECTS
12
PARTNERSHIP
NOTHING
HEREIN
CONTAINED
SHALL
RELATIONSHIP
OF PARTNERS OR JOINT
VENTURERS
AND UCENSEE
BE CONSTRUED TO PLACE SHALL HAVE NO POWER
HOF
AND LICENSEE
OR BIND
IN
THE
IN
TO OBLIGATE
HOF
ANY MANNER WHATSOEVER
13
WAIVER ANDOR MODIFICATION
EXCEPT
NONE OF THE TERMS
IN WRITING
OF THIS
AGREEMENT
BOTH PARTIES THAN
SHALL
BE WAIVED THERE
ARE
IN
OR
MODIFIED
BY
AN
EXPRESS
AGREEMENT
SIGNED
BY
NO
THIS
REPRESENTATIONS
PROMISES
WARRANTIES THE ENTIRE
COVENANTS
OR UNDERTAKINGS OF THE PARTIES
OTHER
THOSE WAIVER
CONTAINED
SHALL
AGREEMENT WHICH
DELAY
REPRESENTS
UNDERSTANDING
NO WRITTEN
EXCUSE THE
THEREIN THE FAILURE OF EITHER PARTY HERETO TO ENFORCE OR BY EITHER PARTY IN ENFORCING ANY OF ITS RIGHTS UNDER THIS AGREEMENT SHALL NOT BE DEEMED CONTINUING THEREOF AND EITHER PARTY MAY WITHIN THE TIME WAIVER OR MODIFICATION PROVIDED BY APPLICABLE LAW
PERFORMANCE OF AN ACT OTHER THAN THOSE SPECIFIED
COMMENCE APPROPRIATE 14
LEGAL PROCEEDINGSS
TO ENFORCE ANY OR
ALL
OF SUCH RIGHTS
NONASSIGNABILITY
AND
SHALL
THIS
AGREEMENT
AND
ALL
RIGHTS
AND DUTIES
HEREUNDER ARE PERSONAL
TO
NOT WITHOUT WRITTEN CONSENT OF HOF BE ASSIGNED UNLESS APPROVED IN WRITING BY HOF WHICH APPROVAL SHALL NOT BE UNREASONABLY WITHHELD MORTGAGED OR OTHERWISE ENCUMBERED BY LICENSEE OR UPON ANY SUCH ATTEMPTED UNAPPROVED ASSIGNMENT BY OPERATION OF LAW TO ANY OTHER PERSON OR ENTITY
LICENSEE
MORTGAGE LICENSE OR OTHER ENCUMBRANCE THIS AGREEMENT UCENSEE HEREUNDER SHALL IMMEDIATELY REVERT TO HOF IF IN
TERMINATION
ALL
SHALL
ITS
TERMINATE
AND
ALL
RIGHTS SHALL
GRANTED
TO
SOLE DISCRETION IMMEDIATELY
HOF
EXERCISE
SUCH
TO
RIGHTS
GRANTED
TO LICENSEE
HEREUNDER
SHALL
REVERT TO
HOF
IS
SUBJECT
PARAGRAPH
PARTNERSHIP
11D ABOVE
EACH OF
EA
AND
EACV
REPRESENT
AND WARRANT THAT
EACV
LIMITED
FORMED AND EXISTING UNDER THE LAWS OF THE NETHERLANDS FOR WHICH ELECTRONIC ARTS US CO DELAWARE CORPORATION AND OF ELECTRONIC ARTS INC IS THE GENERAL PARTNER WHOLLYOWNED SUBSIDIARY AND EA IS THE LIMITED PARTNER AND II EA HAS ALL RIGHT POWER AND AUTHORITY TO CAUSE EAUS TO CAUSE EACV TO PERFORM ITS OBLIGATIONS HEREUNDER OR TO CAUSE SUCH OBLIGATIONS TO BE PERFORMED ON BEHALF OF EACV EA COVENANTS THAT IT WILL CAUSE EAUS TO CAUSE EACV TO PERFORM OR THAT IT SHALL CAUSE TO BE
EAUS
PERFORMED ON BEHALF OF EACV AND HEREBY GUARANTEES THE PERFORMANCE OF ALL OF HEREUNDER EA HEREBY GUARANTEES THE PAYMENT IN FULL BY EACV OF ANY AMOUNTS
EACVS
PAYABLE
OBLIGATIONS BY
EACV
JUGHLY VONF DENTIAJ
ATRORJ
EYES ONLY
P1000105
THE NOTWITHSTANDING HEREUNDER AND AGREES TO PAY SUCH AMOUNTS ON BEHALF OF EACVAS PROVIDED HEREIN EACV SHALL HAVE THE RIGHT TO ASSIGN ALL OF ITS RIGHTS AND OBLIGATIONS TO ANY AFFILIATE OF EA WHICH FOREGOING
SUCCEEDS
OBLIGATIONS
EACV
DURING
THE
TERM
OF THIS
FORTH IN
AGREEMENT
THIS
AN
AND GUARANTEES
AS SET
PARAGRAPH
1H SH
EACV SUCCESSOR
EQUALLY APPLY
PROVIDED
TO
THAT
ANY SUCH
EAS EACV
SUCCESSOR
15
TERMINATION
AS
OF THE
BY LICENSEE
END OF THE
UCENSEE
INC OR
SHALL
HAVE THE PERIOD
IN
RIGHT
TO TERMINATE EVENT
THIS
AGREEMENT AGREEMENT
IS
EFFECTIVE TERMINATED
THENCURRENT
UCERISE
THE
LIOENSEES
WITH EITHER OR BOTH OF PLAYERS
NFL
PROPELTIES
LICENSEE ACKNOWLEDGES AND AGREES THAT PURSUANT TO THE PLAYERS OBTAIN PLAYERS JZICS CONSENT TO USE ANY PLAYER IDENTITY IN AND IN INC LICENSE AGREEMENT LICENSEE REQUIRED TO INC HEREBY WITH THE LICENSED PRODUCTS AND TO PAY PLAYERS INC FOR SUCH USE AS APPLICABLE CONNECTION PLAYERS
II
PLAYERS
INC LICENSE
AGREEMENT
GRANTED BY HOP IN ACCORDANCE WITH PARAGRAPH AND PLAYERS INC ONLY NO PROVISION HEREUNDER IS IN THE EVENT OF ANY INTENDED TO NOR SHALL IT SUPERSEDE ANY PROVISION IN THE PLAYERS INC LICENSE AGREEMENT AND OF THE PLAYERS INC LICENSE AGREEMENT THE CONFLICT BETWEEN THE PROVISIONS OF THIS AGREEMENT AND THE PMVISIONS CONSENTS TO LICENSEES USE IN THE LICENSED THE FOREGOING
PRODUCTS OF THE
RIGHTS
ABOVE NOTWITHSTANDING
AS BETWEEN
LICENSEE
PROVISIONS OF THE PLAYERS
THE RIGHTS
INC LICENSE OF
ANDOR OBLIGATIONS ABOVE
HOF
AGREEMENT SHALL PREVAIL THIS PROVISION SHALL NOT NOR IS IT INTENDED TO AFFECT HEREUNDER AND SHALL NOT NOR IS IT INTENDED TO AFFECT THE RIGHTS PROVIDED IN
PARAGRAPH
17
CONSTRUCTION
LAWS OF THE STATE OF OHIO
THIS
AGREEMENT
SHALL
WITH THE
OF OHIO OF THE
UNITED THE
BE GOVERNED BY AND SHALL BE CONSTRUED STATES OF AMERICA THE PARTIES CONSENT
OF OHIO
IN
ACCORDANCE
TO JURISDICTION
UNDER THE STATE
ARISING
AND DESIGNATE
TO THIS
COURTS OF THE STATE
AS THE VENUE FOR ANY DISPUTE
OUT OF UNDER OR RELATING
AGREEMENT
THIS
IN
FIRST
WITNESS WHEREOF
ABOVE
IS
THE PARTIES HERETO HAVE SIGNED
AGREEMENT AS OF THE DAY AND DATE
WRITTEN
THE FOREGOING
THE PR
NA
FA
ACKNOWLEDGED
PA
FOOTBALL AL
EUM INC OBA
FAME
ELECTRONIC
ARTS INC
TITLE
BW
IT
TITI
BY
ELECTRONIC
BY
ITS
DATE
DATE
TITLE
FOOTBALL LEAGUE PLAYERS INCORPORATED
NATIONAL
TITLE
BY
ARTS
CV
GENERAL
PARTNER
EIECTRO
CO
DATE
DATE
FIJGULY
CONYWWATRONNEYS EYES ONLY
P1000106
EXHIBIT
PLAYERS
BARRY SANDERS
HERB ADDERLEY LANCC AIWORTLI
RIGBTS
GRANTED FOR FIRST
LICENSE
PERIOD
ONLY
MIKE HAYNCA TED HENDRICKS
BILL HEWITT
MERLIN OLSON JIM OTTO ALAN PAGE WALTER PAYTOU
JOE PERRY PETS PIHOS PRITZ POLLARD
DOUGATKINS
LERN BUMEY
EKOY HIRSCB
PAUL HONUING KERR HOUSTON
SAMMY BAUGH
CHUCK BEDUARIK BOBBY BET ILAYWOND BERIY
RLVIN
SAM HUFF
THZMRY JOLMION
MEL RENFRO
LBS
BED
JOHN HENRY JOHNSON
FRED BILTNLKOFF
IADIE
JOINER
ANDY ROBUSTELLI
BARRY SANDERS GALE SAYERS
JOE SCIMAID
GEORGE BLANDA
DEACON JONES
STAN JONES JORDAN
MEL BLOUNT BOB BROWN
ROOSEVELT WILLIE
BROWN
BONNY JORGENSEN LEROY KELLY FRANK KINARD PAUL KRAUSE
JACK LAZ3BCRT
LEE ROY SELMON
BILLY
BROWN
SHAW
BUCK BUCHANAN
EARL CUIQBELL
AIT SHELL MIKE SINGLETAXY
JACKIE JACKIE SLATOR
TONY CANADEC DAVE CASPER JACK CHRISTIMUEN GEORGE CONNOZ LOU CREEKNIUR
LARRY CSONKA WILLIE
JIM LUNGER
WILLIE LANIER
SMITH
CLAIR
BOB ST
ERNIE
STEVE LARGEM
YALE
STAUTNER
LARY
JAN STENERUD DWIGHT STEPHENSON
DANTE LAVELLI
DAVIS
BOBBY LAYNE
ALPHONSE TUFLY IAENNNJ
KEN STRONG
JOE STYDABAR
JOE DELAMIELLEURE
DAN DIERDOXF
MIKE DITLCA
TERRY DORUETT SILI
BOB
LILLY
FRAN TARENTON CHANCY TAYLOR JIM TAYLOR JIM
LARRY LITTLE
JAMES LOFIWI GEORGE MCAFEE TORN MACK JOHN MACKEY GINO MARCHETTI OTIS MATSON
DUDLEY
TH
TITTLE
TURK EDWARDS
CARL ELLEN
GEORGE TNAILON CHANCY TRIPPI GENE UPABAW
STEVE
TORN FEARS
DAN FCRTMANN DAN FOULS
BEANIE FRIEDMAN FRANK GATAKI
BILL
DON MAYNARD
MIKE MCCORMACK M TOMMY CDONALD
VAN BIRREN
BROOKLINH
NORM VAN
DOCK WALKER
PAUL WARFIELD
GEORGE
HUGH MEELLIENNY
JOHN BLOOD MCNALLY MIKE MICIWISKE
PRANK CLIFFORD
JOE GREENE FORREST GREGG
BOB
WATER
WEIMMISTCI
MIKE WEBSTER
ARNIE
BOB GNIESE
LOU 3ROZA
BOBBY MITCHELL RON MIX
LENNY MOORE
RANDY WHITE
BILL WILLIS
FFLGIILY
CONFIDENRL1
ATRORNEYS
ONLY
P1000101
LACK HAM
DAN
BXA
HAZ
HARRIS
MARION MOTLCY
LARRY WIIAON
MIK
MIUCHAK
CEDCU WINSLOW
GWZGS MUUAO BUNKO
NAG
AKX WOJCIOCHOWICZ
WILLIE
WOOD
OWZIO NSWSON
RIM YAZY
JACK YOUNGBLOOD
RTYNITZCBK
LEO NOINSWIII
II3GHLY
CONEJDINTL4J
ATTORNEYS EYES ONLY
PBOOOOG
EXHIBIT
COACHES
GEORGE AIIEN
PAUL
COACH
CURLY LAMBOUU
COACH
DON SHULA
BUI WALSH
COACH
COACH COACH COACH
BROWN COACH
JIMMY
COACH
CON
TAM LUNDRF
MARY LEVY
COACH
COACH
HANK STRAIN
EWBANK
COACH
YMCA LOMBARDL
CHUCK
NOLL
COACH COACH RAY FIAHERTY JOO GIBBS COACH
SID GILKAUN
BUD GRANT
GSA
COACH COACH HALAC COACH COACH COACHES GAME
ONLY
IUGULY
CON
I0
ATTORNEYS EYWS ONLY
P1100199
EXKLBI
OF TRADEMARKS
AN USAGE GUIDBLNES
11
HIGHLY CON1IDENYLI
ATRORNKYS EYFS ONLY
POUOI1I
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