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