Common use of Fulfillment Costs Clause in Contracts

Fulfillment Costs. “Fulfillment Costs” shall mean the direct incremental out-of-pocket costs incurred by either Representative or Knicks, LLC in fulfilling Sponsorship Agreement obligations or otherwise delivering Team Sponsorship Assets that Representative has sold hereunder (e.g., digital content creation, development of new inventory, costs of T-shirts, etc.); provided, however, that, for avoidance of doubt, “Fulfillment Costs” shall not include Commissions payable to Representative, Representative overhead (including employee compensation) or sales costs (e.g., sales materials, research, travel and entertainment, training, CRM, software, client hospitality, agency commission, etc.). Representative and Knicks, LLC shall regularly discuss and collaborate in good faith to determine the appropriate levels of Fulfillment Costs with respect to Team Sponsorship Assets, taking into account such considerations as sponsor satisfaction, Team brand maintenance, etc. Except as otherwise agreed by the parties, Knicks, LLC shall be responsible for paying all such Fulfillment Costs that either party incurs, and Representative may deduct from the payments it makes to Knicks, LLC pursuant to Section 6.2 hereof the amounts of such Fulfillment Costs that it has directly incurred in accordance with this Agreement, provided that, upon any such deduction, it shall provide to Knicks, LLC invoices or receipts reflecting such costs concurrently with its delivery of the relevant payment. Notwithstanding anything herein to the contrary, Representative shall not incur Fulfillment Costs payable by Knicks, LLC without the prior written approval of Knicks, LLC (including approval in any deal budget) or any Fulfillment Costs in excess of those previously approved by Knicks, LLC including as expressly set forth in any deal budget.

Fulfillment Costs. “Fulfillment Costs” shall mean the direct incremental out-of-pocket costs incurred by either Representative or KnicksRangers, LLC in fulfilling Sponsorship Agreement obligations or otherwise delivering Team Sponsorship Assets that Representative has sold hereunder (e.g., digital content creation, development of new inventory, costs of T-shirts, etc.); provided, however, that, for avoidance of doubt, “Fulfillment Costs” shall not include Commissions payable to Representative, Representative overhead (including employee compensation) or sales costs (e.g., sales materials, research, travel and entertainment, training, CRM, software, client hospitality, agency commission, etc.). Representative and KnicksRangers, LLC shall regularly discuss and collaborate in good faith to determine the appropriate levels of Fulfillment Costs with respect to Team Sponsorship Assets, taking into account such considerations as sponsor satisfaction, Team Rangers brand maintenance, etc. Except as otherwise agreed by the parties, KnicksRangers, LLC shall be responsible for paying all such Fulfillment Costs that either party incurs, and Representative may deduct from the payments it makes to KnicksRangers, LLC pursuant to Section 6.2 hereof the amounts of such Fulfillment Costs that it has directly incurred in accordance with this Agreement, provided that, upon any such deduction, it shall provide to KnicksRangers, LLC invoices or receipts reflecting such costs concurrently with its delivery of the relevant payment. Notwithstanding anything herein to the contrary, Representative shall not incur Fulfillment Costs payable by KnicksRangers, LLC without the prior written approval of KnicksRangers, LLC (including approval in any deal budget) or any Fulfillment Costs in excess of those previously approved by KnicksRangers, LLC including as expressly set forth in any deal budget.