EXHIBIT 10.2
USL FRANCHISE AGREEMENT
FRANCHISE AGREEMENT
USISL, INC.
AND
-------------------------
THIS AGREEMENT INCLUDES PROVISIONS FOR
BINDING ARBITRATION IN SECTION 6.12
TABLE OF CONTENTS
I. ........................................................DEFINITIONS 1
II. ....................................GRANT OF FRANCHISE AND LICENSE 2
2.1........................................GRANT OF FRANCHISE. 2
2.2...................................................LICENSE. 3
a. ...........................................USISL Marks. 3
b. ............................................Team Marks. 3
c. ...........................Required Use of USISL Marks. 4
d. ...........................Limitations on Use of Marks. 4
e. ............................Cooperation in Enforcement. 4
2.3...........................................REVENUE SHARING. 4
III. ........................................OBLIGATIONS OF FRANCHISOR 5
3.1...................................USISL OPERATIONS MANUAL. 5
3.2....................................ANNUAL OWNERS' MEETING. 5
3.3.................CREATION OF RULES, MINIMUM STANDARDS, AND
STANDARDS FOR REVIEW, APPEALS AND DISCIPLINE. 5
a. .................................................Rules. 5
b. .....................................Minimum Standards. 5
c. ..........Standards for Review, Appeals and Discipline. 6
3.4............................MEDIA GUIDE AND PRESS RELEASES. 6
3.5........................GAME SCHEDULES AND GAME ASSISTANCE. 6
3.6........................................OFFICIAL STANDINGS. 6
3.7.........................COORDINATION OF LEAGUE COMMITTEES. 6
3.8..............................TROPHIES AND AWARDS CEREMONY. 6
3.9..............................................SPONSORSHIPS. 6
3.10..........................................GROUP PURCHASES. 7
IV. .........................................OBLIGATIONS OF FRANCHISEE 7
4.1............................................FRANCHISE FEES. 7
a. .........................................Franchise Fee. 7
b. ....................................Participation Fees. 7
c. ......................................Performance Bond. 7
d. .......................................Infraction Bond. 8
e. .........................Changes in and Waiver of Fees. 8
4.2................................................COMPLIANCE. 8
4.3.....................................ADHERENCE TO SCHEDULE. 9
4.4.................................FACILITIES AND OPERATIONS. 9
a. ............................................Facilities. 9
b. ..........................Facilities for Indoor League. 9
c. ...............................Operations for A-League. 9
4.5...................................................PLAYERS. 9
a. .............................Relationship with Players. 9
b. ......................................Player Contracts. 9
c. ................................Franchise Requirements. 10
4.6.................................................INSURANCE. 10
a. ..........................................Requirements. 10
b. ..................................Selection of Carrier. 10
4.7..............................................SPONSORSHIPS. 11
a. ...............................................General. 11
b. .....................................Team Sponsorships. 11
c. .....................................UMBRO Sponsorship. 11
4.8............................MEDIA OBLIGATIONS FOR A-LEAGUE. 12
4.9................................TEAM UNIFORMS AND SUPPLIES. 12
a. ....................................Franchise Uniforms. 12
b. .............Referees, Ball Persons, and Stadium Staff. 12
c. ..............................................Supplies. 12
4.10............................................GAME PROGRAMS. 12
4.11..................................................TICKETS. 12
4.12...................................REPORTING GAME RESULTS. 13
4.13.................................................MEETINGS. 13
V. ...............................................FRANCHISE OPERATIONS 13
5.1............................................GAME OFFICIALS. 13
5.2...............................RELATIONSHIPS BETWEEN TEAMS. 13
5.3.................................................TERRITORY. 13
5.4......................................CHANGE IN TEAM MARKS. 14
5.5....................................OWNERSHIP OF FRANCHISE. 14
5.6...................................LIMITATIONS ON TRANSFER. 14
5.7..................................TERMINATION OF FRANCHISE. 14
5.8............................FUTURE MARKETING OPPORTUNITIES. 15
5.9..............................................SOCCER CAMPS. 15
5.10...........................FRANCHISEE'S CHANGE OF LEAGUES. 15
5.11...........SPECIAL OPPORTUNITY TO OBTAIN INDOOR FRANCHISE. 15
5.12............LIMITATIONS ON PARTICIPATION IN OTHER LEAGUES. 16
5.13.................................PROMOTION AND RELEGATION. 16
5.14...............PLAYER AGREEMENTS WITH MAJOR LEAGUE SOCCER. 16
5.15.............................DISCONTINUATION OF FRANCHISE. 17
5.16..........................................TEAM BANKRUPTCY. 17
VI. .....................................................MISCELLANEOUS 17
6.1...................................................NOTICES. 17
6.2..........................................EQUITABLE RELIEF. 17
6.3........................................ADDITIONAL ACTIONS. 18
6.4....................................SUCCESSORS AND ASSIGNS. 18
6.5..........................................ENTIRE AGREEMENT. 18
6.6..........................................WAIVER OF RIGHTS. 18
6.7..........................INTEREST ON PAST DUE OBLIGATIONS. 18
6.8..............................................SEVERABILITY. 18
6.9.............................................EFFECTIVENESS. 18
6.10...........................HEADINGS AND TABLE OF CONTENTS. 18
6.11.................................ASSIGNMENT BY FRANCHISOR. 18
6.12..............................................ARBITRATION. 18
6.13...........................GOVERNING LAW AND JURISDICTION. 19
6.14.................................................SURVIVAL. 19
6.15............................INDEPENDENT CONTRACTOR STATUS. 19
6.16.............................NO THIRD PARTY BENEFICIARIES. 19
6.17............................................ROLE OF UMBRO. 19
6.18.....................................MATURATION OF LEAGUE. 19
VII. .....................................................RISK FACTORS 19
VIII. ...............................NO PROJECTIONS OR REPRESENTATIONS 20
EXHIBITS
Minimum Standards...............................Exhibit A
Territory.......................................Exhibit B
USISL Marks.....................................Exhibit C
USISL Rules.....................................Exhibit D
Team Marks......................................Exhibit E
Standards for Review, Appeals & Discipline......Exhibit F
Schedule of Fines...............................Exhibit G
USISL Sponsors..................................Exhibit H
Team Sponsors and Sponsorhsip Agreements........Exhibit I
USISL
FRANCHISE AGREEMENT
THIS FRANCHISE AGREEMENT is made as of the _______ day
of _____________, 19___, by and between USISL, Inc., a Delaware corporation,
having its principal place of business at Suite 201, North Building, Grand
Plaza, 00000 Xxxxx Xxxx Xxxxx Xxxxxxx, Xxxxx, Xxxxxxx 00000 (hereinafter called
"Franchisor" or "USISL") and _____________________________________________
_____________________________ of ____________________________ (hereinafter
called "Franchisee"). Franchisee hereby acknowledges that this Franchise
Agreement was accompanied by an Offering Circular which it received at the
earlier of 1) the first personal meeting with a representative of the USISL to
discuss the franchise offering; 2) ten (10) business days prior to the signing
of any franchise or related agreement; or 3) ten (10) business days before any
payment by Franchisee. In addition, Franchisee acknowledges receipt of this
Franchise Agreement containing all material terms at the time of the delivery of
the Offering Circular.
Franchisor is a corporation that does business as a soccer league
created to promote the sport of soccer in the United States, Canada, and the
Caribbean Franchisor currently has five leagues: (i) A-League; (ii)
Professional Division III ("D3 Pro League"); (iii) Premier Development Soccer
League ("PDSL"); (iv) Women's ("W-League"); and (v) Indoor. The A-League of
Franchisor is approved as a Professional Division II Soccer League and the D3
Pro League is recognized as a Professional Division III Soccer League by the
United States Soccer Federation. The PDSL is recognized as an Interregional
Amateur League by the United States Amateur Soccer Association. The names of
the leagues in the USISL are subject to change from time to time in
Franchisor's discretion. Franchisor is the owner of the USISL Marks as
defined below. Franchisor is offering franchises to participate in the USISL
to Franchisees who own or manage existing or to be formed soccer teams.
Franchisor is adopting a franchise system for team involvement in
league play in order to facilitate consistency in administration and
operation of the soccer league known as the USISL, to promote uniformity in
relationships among the teams, divisions, and the league, and to establish a
mechanism for centralized management and control of the league.
Franchisee desires to obtain a franchise to include its team in the
USISL for the purpose of engaging in soccer matches, participating in USISL
programs and events, promoting the sport of soccer in the United States,
Canada and the Caribbean, and utilizing any concepts, methods and techniques
made available by Franchisor. Franchisee acknowledges that Franchisor does
not assure that the Franchise will be profitable, and Franchisee's desire to
obtain a franchise in the USISL is not based on an expectation of profits.
Franchisor and Franchisee, intending to be legally bound, do
mutually covenant and agree as follows:
DEFINITIONS
"FIFA" shall mean Federation Internationale de Football
Association, the entity governing professional soccer internationally, or its
successors.
"League" shall mean one of the five leagues of the USISL: (i)
A-League or Professional Division II; (ii) D3 Pro League; (iii) PDSL; (iv)
W-League; or (v) Indoor. Franchisor may change the name of any League from
time to time and may add or delete Leagues as it deems necessary or
appropriate.
"Minimum Standards" shall mean the minimum standards for USISL
teams, as they may be amended and supplemented from time to time as provided
in Section 3.3(b) below. A current copy of the Minimum Standards is attached
as Exhibit A hereto.
"Season" shall mean the time periods in any year during which
official USISL games are played for Franchisee's League.
"Sponsors" shall mean official sponsors of the USISL that
Franchisor may select from time to time.
"Stadium" shall mean the playing facility meeting the requirements
of Section 4.4 and approved by Franchisor and further described on Exhibit B
hereto.
"Team Marks" shall mean the team name, logos, characters,
trademarks, trade names and other identifying words or symbols related to the
Franchise which Franchisee owns or uses or in which Franchisee otherwise
holds a proprietary interest, as they may be revised, replaced or
supplemented by Franchisee from time to time as provided in Section 2.2(b).
"Territory" shall mean the geographic territory where the Franchise
is based and is more particularly described on Exhibit B.
"USASA" shall mean United States Amateur Soccer Association, the
governing entity for amateur soccer in the United States, or the entity or
organization as may assume the responsibilities similar to that of the USASA
in the future.
"USISL Marks" shall mean the trade name USISL and the USISL
trademarks listed in Exhibit C attached hereto, as they may be amended or
supplemented by Franchisor from time to time.
"USISL Rules" shall mean the rules of the USISL as they may be
amended and supplemented from time to time as provided in Section 3.3(a). A
current copy of the USISL Rules is attached as Exhibit D hereto.
"USSF" shall mean United States Soccer Federation (also known as
U.S. Soccer), the governing entity for professional soccer in the United
States, or the entity or organization as may assume responsibilities similar
to that of the USSF in the future.
GRANT OF FRANCHISE AND LICENSE
GRANT OF FRANCHISE. Subject to the terms and conditions contained
herein, Franchisor hereby grants Franchisee a franchise to own and operate a
USISL team in the following League:
[PLEASE XXXX APPLICABLE LEAGUE]
____ A-League or Professional Division II ("A-League")
____ D3 Pro League
____ PDSL
____ W-League
____ Indoor
(the "Franchise"). The Franchise shall be located in the Territory, and the
Franchise must play all home USISL games in the Territory unless Franchisor
otherwise agrees in writing. In addition, the Franchise shall play at least
seventy-five percent (75%) of its home games in the Stadium. The Franchise
shall be referred to as a team name to
be selected by Franchisee and reasonably acceptable to Franchisor. The
Territory of the Franchise shall not be changed without the written consent
of Franchisor and payment of a relocation fee as provided in Section 5.3
herein.
Franchisor reserves the right to offer franchises to third parties
in the future on such different and other terms as Franchisor may adopt from
time to time.
LICENSE.
USISL MARKS. Franchisor hereby grants Franchisee, during
the term of this Franchise Agreement and in accordance with the guidelines
described below, the non-exclusive right and license to use, reproduce and
display the USISL Marks in the following Franchise related activities: (i)
team uniforms; (ii) game programs; (iii) individual team advertising and
other individual team promotional materials and activities; and (iv) such
other activities as the Franchisor may require or approve in advance in
writing. Franchisee shall submit all proposed use, other than game promotion,
advertising or tickets, of the USISL Marks to Franchisor in advance for
approval which may not be unreasonably withheld. If Franchisor does not
object to the proposed use within 10 business days of receipt, Franchisor
shall be deemed to approve such use. Franchisee shall not transfer or
sublicense this license without the advance written approval of Franchisor.
Franchisee shall not use the USISL Marks or the Team Marks in combination
with the team marks of other franchisees, it being agreed that this shall be
the sole domain of Franchisor and its designees.
Franchisee's use of the USISL Marks shall be of a quality
appropriate to be associated with the USISL and the sport of soccer, shall be
non-disparaging, and shall be in accordance with guidelines Franchisor may
issue from time to time to ensure a quality appropriate for the USISL and its
sponsors. Franchisee shall not allow its use of the USISL Marks to be
associated with any illegal activity or any activity that may disparage
Franchisor or the sport of soccer.
Franchisee acknowledges that Franchisor may, from time to time and
in its sole discretion, add to, modify or discontinue use of any or all of
the current USISL Marks. Franchisor shall inform Franchisee of such changes
in the USISL Marks in writing, and, after a reasonable time period to
transition the marks, Franchisee agrees to operate under the revised USISL
Marks.
Franchisee shall not use the term "USISL" or any USISL Xxxx in its
corporate name, commonly known name, or team name without Franchisor's prior
written approval, nor in any way that could cause Franchisee to be confused
with Franchisor.
TEAM MARKS. Franchisee's current Team Marks, if any, are
shown on Exhibit E hereto. Franchisee shall submit all proposed revisions or
additions to the Team Marks to Franchisor for advance approval, which shall
be granted unless Franchisor objects to the proposed revisions or additions
for reasons of duplication in the sport of soccer or in sporting activities
generally, appropriateness for the USISL, failure to be of professional
graphic design quality and any other reasonable factors Franchisor deems
relevant. If Franchisor fails to inform Franchisee of its denial of approval
of a proposed Team Xxxx within 30 days of delivery to Franchisor of a request
for approval by Franchisee and Franchisee's submission of all information
requested by Franchisor, the proposed Team Xxxx shall be deemed approved.
Franchisor assumes no responsibility, and in no way shall be liable, for
Franchisee's compliance with trademark law in its selection of Team Marks or
for the effectiveness or desirability of such Team Marks. Franchisor may,
from time to time, develop reasonable guidelines for the implementation of
new or revised Team Marks in order to allow for the completion of any
merchandising programs utilizing the previous Team Marks. Franchisee agrees
to comply with all such reasonable guidelines established by Franchisor.
Franchisee shall be solely responsible for complying with all
trademark laws in its selection and use of Team Marks. If Franchisee has a
Franchise in the A-League or D3 Pro League, Franchisee shall apply for and
diligently pursue the registration of all Team Marks in the United States at
Franchisee's own cost and expense. Franchisee shall provide Franchisor proof
of its application to register the Team Marks within 30 days after their
approval by Franchisor. If Franchisee fails to register its Team Marks and
submit proof of its application to
Franchisor, Franchisor, in its discretion, may apply to register the Team
Marks on behalf of Franchisee and deduct any costs associated with such
application from Franchisee's performance bond described in Section 4.1(c).
Franchisee acknowledges and agrees that Franchisor shall have the
right, but not the obligation, to register the Team Marks in foreign
countries at Franchisor's own cost and expense. If Franchisor chooses to
register the Team Marks in any foreign countries, Franchisee shall cooperate
with such registration efforts and provide Franchisor with any assistance
Franchisor reasonably requests, including, without limitation, executing such
agreements as Franchisor determines to be reasonably necessary to effectuate
the purpose of this Section 2.2(b).
Franchisor and Sponsors shall have the right and a license to use
all Team Marks in its USISL related activities, merchandise and other
materials without charge, and Franchisee shall execute registered user
agreements for the Team Marks in favor of Franchisor or Sponsors upon
Franchisor's request. Franchisor's and Sponsor's use of the Team Marks shall
be of a quality appropriate to be associated with the USISL and the sport of
soccer and shall be non-disparaging. Franchisor and Sponsors shall not allow
their use of the Team Marks to be associated with any illegal activity or any
activity that may disparage Franchisee or the sport of soccer.
REQUIRED USE OF USISL MARKS. Franchisee acknowledges and
agrees that Franchisor may, from time to time, require Franchisee to display
the USISL Marks and the trademarks, logos and names of Sponsors in
promotional materials and merchandise, including, without limitation, team
uniforms, game programs, and signage. Franchisee shall comply with all such
requirements at its own cost and expense; PROVIDED, HOWEVER, that Franchisor
shall be responsible for all signage costs except cost of installation,
storage and maintenance.
LIMITATIONS ON USE OF MARKS. Franchisee shall not use the
USISL Marks or the Team Marks in combination with the marks or logos of other
franchisees in the USISL as this shall be the sole domain of Franchisor and
its Sponsors. The above prohibition does not apply to logo combinations used
to promote USISL games. Franchisee shall not pledge or encumber its right to
use the USISL Marks, nor shall Franchisee pledge or encumber any interest in
the Team Marks, to any third party.
COOPERATION IN ENFORCEMENT. Franchisor and Franchisee agree
to cooperate with each other in the enforcement of their rights to the USISL
Marks or Team Marks, as appropriate. In the event that Franchisor determines
that a Team Xxxx is being infringed, Franchisor shall notify Franchisee of
such suspected infringement, and shall have the right, but not the
obligation, to pursue all legal remedies in the name of Franchisee and retain
any proceeds of such actions. Franchisee shall notify Franchisor of any
suspected infringement of the USISL Marks or the marks of other USISL teams.
REVENUE SHARING. Franchisor may, from time to time, grant
sub-licenses to use and display the Team Marks in connection with League
based programs for the sale, advertisement or promotion of the USISL, the
USISL teams, or any non-soccer-related products, services or events. In such
event, Franchisor shall divide the profits arising from such program with the
franchise owners whose Team Marks were utilized in the program as follows:
Franchisor shall retain seventy-five percent (75%) of the first $5,000 in
profits from such program and divide the remaining twenty-five percent (25%)
among the franchise owners whose Team Marks are featured in such programs;
Franchisor shall retain fifty percent (50%) of the profits between $5,000 and
$100,000 and divide the remaining fifty percent (50%) among the franchise
owners whose Team Marks are used; Franchisor shall retain twenty-five percent
(25%) of the profits between $100,000 and $500,000 and divide the remaining
seventy-five percent (75%) among the franchise owners whose Team Marks are
used; and for all profits in excess of $500,000 Franchisor shall retain
fifteen percent (15%) and divide the remaining eighty-five percent (85%)
among the franchise owners whose Team Marks are utilized in such program.
This allocation of profits from promotional programs utilizing the Team Marks
shall be determined and allocated on a program by program basis.
For purposes of this Section 2.3, the term "profits" shall mean the
income derived from the appropriate promotion LESS any direct costs
associated with such promotion. Franchisor does not guarantee that it will
engage in
league-wide promotions or that if it undertakes such promotions that profits
will be available or that Franchisee will have the opportunity to participate
in such promotions.
Opportunities to participate in revenue sharing programs may not be
available to all Leagues. Franchisor makes no assurances that any revenue
sharing programs will generate profits.
OBLIGATIONS OF FRANCHISOR
USISL OPERATIONS MANUAL. Franchisor shall periodically provide
Franchisee with a USISL Operations Manual containing instructions for
administering the Franchise or such replacement pages as may be appropriate.
The Operations Manual shall include the USISL Rules and Minimum Standards,
information regarding the rules of USSF, FIFA and other governing bodies for
amateur or professional soccer in the United States having jurisdiction over
the USISL, game schedules, timelines for USISL obligations, information
regarding requirements for players for the Franchise, game day check lists,
information regarding media reporting, and information regarding compliance
with requirements for referees. Franchisor may modify the Operations Manual
from time to time in writing; PROVIDED, HOWEVER, that any changes to the
Operations Manual shall be effective only after Franchisee is notified of the
change.
Franchisee acknowledges that the USISL Operations Manual is the
result of significant time and effort by Franchisor and contains Franchisor's
confidential information regarding Franchisor's business practices.
Franchisee agrees to maintain the USISL Operations manual in strict
confidence and, except as necessary to perform its duties as Franchisee, not
to use or disclose the information contained in the USISL Operations Manual
(other than the rules of USSF, FIFA and USASA which are publicly available)
for any other purpose while this Agreement is in effect and for a period of
two years from the termination of this Agreement.
ANNUAL OWNERS' MEETING. Franchisor may hold up to two (2) mandatory
annual meetings of owners of teams in the USISL each year and may hold such
other non-mandatory meetings as it deems necessary or advisable. Franchisee
or its designee shall attend the mandatory owners' meeting at their own cost.
At owners' meetings, Franchisor shall inform franchise owners of changes in
USISL policy and of information regarding the Season. The number of owners'
meetings, whether mandatory or not, may vary by League.
CREATION OF RULES, MINIMUM STANDARDS, AND STANDARDS FOR
REVIEW, APPEALS AND DISCIPLINE.
RULES. Franchisor shall, from time to time, create and
amend USISL Rules including rules governing game conduct and rules, players
and player eligibility, referees, game cancellations and makeups, playoffs
and championships, score keeping, facilities, suggested minimum advertising,
and other factors relevant to the operation of a soccer league. A current
copy of the USISL Rules is attached as Exhibit D hereto and is incorporated
herein by this reference. Franchisor shall consider the advice of the Rules
and Competition Committee (comprised of franchise owners as described in
Section 3.7 below) in amending the USISL Rules. Changes to the USISL Rules
shall be effective only after Franchisee is notified in writing of such
changes.
MINIMUM STANDARDS. Franchisor shall create and amend as
appropriate from time to time, the Minimum Standards required to be followed
by all franchise owners for hosting home games, and responsibilities of home
and visiting teams. A current copy of the Minimum Standards is attached as
Exhibit A hereto and is incorporated herein by this reference. Franchisor
shall consider the advice of the Minimum Standards Committee (comprised of
franchise owners as described in Section 3.7 below) in amending the Minimum
Standards. Changes to the Minimum Standards shall be effective only after
Franchisee is notified in writing of such changes. Minimum standards for USSF
division II and division III teams are promulgated from time to time by the
USSF. Franchisee agrees to comply with all Minimum Standards established by
the USSF or USASA, as appropriate, established for
its League. Current copies of the USSF Minimum Standards for Division II and
Division III are attached as Appendices 1 and 2, respectively, to Exhibit A
hereto.
STANDARDS FOR REVIEW, APPEALS AND DISCIPLINE. Franchisor
shall create the Standards for Review, Appeals and Discipline to be followed
by the league's National Review, Appeals and Discipline Committee ("Review
Committee") in making disciplinary decisions. Franchisor may amend the
Standards for Review, Appeals and Discipline from time to time as it
determines appropriate. A current copy of the Standards for Review, Appeals
and Discipline is attached as Exhibit F hereto and is incorporated herein by
this reference. Changes to the Standards for Review, Appeals and Discipline
shall be effective only after Franchisee is notified in writing of such
changes.
MEDIA GUIDE AND PRESS RELEASES. Franchisor shall produce an annual
USISL Media Guide highlighting the USISL teams and players and describing the
upcoming Season and USISL programs. Franchisor shall distribute the Media
Guide to members of the media it identifies and, availability permitting, to
members of the media suggested by owners of franchises. Franchisor shall
provide Franchisee with at least ten (10) copies of the Media Guide each
year. Franchisor shall prepare and disseminate press releases for USISL
events as it determines appropriate.
GAME SCHEDULES AND GAME ASSISTANCE. Franchisor shall prepare and
distribute game schedules for all franchises in the A-League and D3 Pro
League at least 90 days before the start of the Season, and at least 60 days
before the start of the Season for all other Leagues. Franchisor shall use
reasonable efforts to create a game schedule that makes travel as cost
effective for each team as possible. Franchisor shall prepare a game-day
checklist for home teams sponsoring games. Franchisor may amend the game-day
checklist from time to time as it deems appropriate.
OFFICIAL STANDINGS. The Commissioner of Franchisor shall be
responsible for determining and notifying owners of franchises of the
official team standings in each League.
COORDINATION OF LEAGUE COMMITTEES. Franchisor shall coordinate the
following USISL committees (to include team owners and advisors) and shall
appoint, remove and replace, or provide procedures for the nomination,
removal and replacement of members of such committees: (a) National Advisory
Committee (dealing with issues of general concern to all team owners); (b)
committees for each League of the USISL; (c) National Review, Appeals and
Discipline Committee; (d) Rules and Competition Committee; (e) Minimum
Standards Committee; (f) Marketing and Public Relations Committee; (g)
Insurance Committee; (h) Labor Relations Committee; and (i) Cyberspace
Committee. Franchisor shall appoint, remove and replace the chairman of each
committee in its discretion. Franchisor shall schedule meetings of each
committee and shall coordinate each committee's operations. Franchisor shall
consider, but is not bound by, the advice of the appropriate committee before
initiating new policies in such committee's area of interest. Franchisor may
establish such other committees as it, from time to time, deems appropriate.
TROPHIES AND AWARDS CEREMONY. Franchisor shall provide trophies or
other awards to the championship team in each League and to any other teams
it determines deserve recognition for an outstanding Season. Franchisor shall
coordinate an awards ceremony for all franchisees and their members at the
end of each Season.
SPONSORSHIPS. It is Franchisor's hope to develop national and
regional sponsors for the USISL and for franchise owners to develop team
sponsors. In this regard, Franchisor shall use reasonable efforts to develop
national and regional sponsors for the USISL.
GROUP PURCHASES. Franchisor from time to time may arrange for and
offer to owners of franchises in one or more Leagues, the opportunity to
purchase equipment, supplies or promotional materials at discounted prices.
Franchisee may choose to take advantage of these opportunities but shall have
no obligation to do so.
OBLIGATIONS OF FRANCHISEE
FRANCHISE FEES.
FRANCHISE FEE. Franchisee shall pay Franchisor a one-time
franchise fee to obtain the Franchise. The current franchise fees for each
League shall be in the following amounts:
$100,000 - A-League
$30,000 - D3 Pro League
$17,500 - PDSL
$ 5,000 - W-League
$ 5,000 - Indoor
Beginning January 1, 1998 for the 1999 playing Season the initial
franchise fee will be:
$150,000 - A-League
$35,000 - D3 Pro League
$20,000 - PDSL
$ 5,000 - W-League - Tier I
$10,000 - W-League - Tier II
$ 5,000 - Indoor
Unless otherwise provided by Franchisor, franchise fees shall be payable upon
the execution of this Franchise Agreement. Franchise fees are not refundable
except as provided in Section 4.4. These fees are subject to change on an
annual basis.
PARTICIPATION FEES. Franchisee shall pay participation fees
to Franchisor. Participation fees for teams in the A-League shall be paid
annually on January 1. Participation fees for all other teams shall be paid
semi-annually on January 1 and May 1 of each year. The participation fee for
the first year of this Agreement shall be $10,000 per year for the A-League;
$6,000 per year for the D3 Pro League; $5,000 per year for the PDSL; $2,500
per year for the W-League; and $2,250 per year for the Indoor League.
Franchisor may increase the participation fee each year as necessary to
provide for the operating expenses of the USISL; PROVIDED, HOWEVER, such
increase shall not exceed ten percent (10%) of the previous year's
participation fee without the approval of the National Advisory Committee.
The participation fee is nonrefundable and the payment of the participation
fee shall be secured by the Performance Bond described below.
PERFORMANCE BOND. Franchisee shall deliver a performance
bond to Franchisor no later than August 31 before the next Season (or such
other time as the law allows). Performance bonds shall be in the following
amounts: $50,000 for franchises in the A-League; $15,000 for the D3 Pro
League; $10,000 for the PDSL; $5,000 for the W-League; and $5,000 for the
Indoor League. The performance bond shall be valid for at least two years
initially and for at least one year for each subsequent year. The expiration
date of the performance bond shall be September 30. The performance bond may
consist of a letter of credit issued by a bank with offices in the United
States, cash (to be held by Franchisor in a non-interest bearing escrow
account) or cashier's check payable to the USISL. Franchisor may draw on
Franchisee's performance bond if Franchisee is delinquent for more than 30
days in any obligation required by the terms of this Agreement. Any unused
portion of the performance bond shall be
returned to Franchisee at the end of the Season unless it is applied to the
next Season. The performance bond shall be forfeited by Franchisee upon
occurrence of one of the following:
- Franchisee's withdrawal from the USISL without complying with
the termination provisions contained in Section 5.7 and
without the written consent of Franchisor.
- Franchisee's transfer or attempted relocation of the Franchise
without the written consent of Franchisor.
- Franchisee's failure to appear at one (1) scheduled USISL game
without valid written excuse approved by Franchisor.
- Franchisee's failure to pay two or more USISL required
fees/fines and failure to cure the delinquency within thirty
days after written notice from Franchisor. Monthly billing
statements from Franchisor shall be considered written notice.
- Franchisee's infringement of USISL Rules or Minimum Standards
on three or more separate occasions.
- Franchisee's non-payment of USISL approved claims by other
teams, league vendors or claims by professional players at the
conclusion of the Season.
INFRACTION BOND. At least 30 days before the start of each
Season, Franchisee shall deliver an infraction bond to Franchisor to be held
in escrow and to be applied to any fines or infractions charged to the
Franchisee during the Season. The amount of the infraction bond shall be
$1,000 for franchises in the A-League; $750 for the D3 Pro League; $500 for
the PDSL; $500 for the W-League; and $500 for the Indoor League. Any portion
of the infraction bond remaining at the end of the Season shall be applied to
Franchisee's infraction bond for the next Season. Upon termination of this
Franchise Agreement any portion of the infraction bond remaining at the end
of the Season shall be returned to Franchisee, without interest.
CHANGES IN AND WAIVER OF FEES. Subject to the limitations
contained in Section 4.1(b), Franchisor may change the amount of fees to be
paid by all owners of franchises in any League if such change is necessary in
Franchisor's reasonable judgment to reflect changes in costs of operation,
changes in applicable prices or other fees, to assure fair application of
USISL policies and procedures, or other controlling market factors. All
charges in fees by Franchisor shall apply to future fees only. Franchisor may
waive, suspend, or defer any fees required to be paid by franchise owners or
a class of owners, in whole or in part, in its discretion at any time and in
any instance or under any circumstances.
COMPLIANCE. Franchisee acknowledges that its management of the
Franchise will be subject to the USISL Rules and Minimum Standards and the
policies and regulations of FIFA and the USSF or USASA, as appropriate, as
they may be amended from time to time, and Franchisee hereby agrees to comply
with all such requirements. Franchisee shall pay all registration and
membership fees as may be required FIFA, the USSF, USASA, or any state soccer
associations. Franchisee acknowledges that FIFA, USSF, and USASA may change
their standards and/or fees from time to time and that USSF or FIFA may
sanction additional division II or division III soccer leagues or change the
status of the USISL Leagues. Franchisee acknowledges and agrees that, in
addition to other legal remedies, failure to comply with the USISL Rules and
Minimum Standards may result in the imposition of fines by Franchisor in
accordance with the USISL fine schedule as it may be amended from time to
time; PROVIDED, HOWEVER, that any change to the fine schedule shall be
effective only for incidents occurring after Franchisee is notified of the
change to the fine schedule. A current copy of the fine schedule is attached
as Exhibit G hereto and is incorporated herein by this reference.
ADHERENCE TO SCHEDULE. Franchisee shall ensure Franchise attendance
at all games scheduled by Franchisor for the Franchise during the Season.
Franchisee acknowledges that such games may be played at Franchisee's
facilities, at facilities secured by another franchise, or at facilities
selected by Franchisor. Franchisee shall pay all expenses associated with the
Franchise's travel to and attendance at such games. Franchisee shall comply
with all USISL policies regarding cancellation, rescheduling of games and
compensation to teams affected by cancellation or no-shows. Franchisor may
require teams in any League to attend post-Season playoff games. The
Franchisee or its designee shall attend a League meeting each November to
finalize the game schedule. Franchisor's representatives shall coordinate and
attend the League meetings.
FACILITIES AND OPERATIONS.
FACILITIES. For Franchises in the A-League, D3 Pro League,
PDSL and W-League, Franchisee, during the Season, shall own or lease a
Stadium meeting the following requirements and such other requirements as the
USSF or USASA may require for teams participating in their programs and which
is approved by Franchisor, such approval not to be unreasonably withheld: the
Stadium shall be enclosed on all sides and shall include a playing field of
70 X 110 yards, scoreboard in working order with spaces for home-visitor
scores and a time clock, field markings according to standard soccer
regulations, dressing rooms with showers for each team and for referees,
public address system, benches large enough to accommodate at least ten
people on each team, referees' table, and a United States flag. The Stadium
shall include, for franchises in the A-League at least 5,000 seats;
franchises in D3 Pro League shall have at least 2,000 seats; and franchises
in the PDSL and W-League shall have a minimum of 1,000 seats. If the
Franchise is in the A-League, the Stadium also shall include a press box with
a telephone line and facsimile line, the numbers for which shall be available
no later than February 15 of each year. The lease for the Stadium may provide
for no more than three weekend (Friday, Saturday and Sunday) dates on which
games may not be held (black-out dates). These criteria may be amended from
time to time by Franchisor and/or USSF.
FACILITIES FOR INDOOR LEAGUE. If the Franchise is in the
Indoor League, Franchisee shall lease, during the Season, a Stadium meeting
the following requirements: an indoor facility which includes an artificial
turf surface of 175 feet x 75 feet, dasher boards, and at least 500 seats.
OPERATIONS FOR A-LEAGUE. If the Franchise is in the
A-League, Franchisee shall provide a full time operations staff for the
Franchise beginning no later than the first day of October each year and
continuing through the end of the Season. Franchises in the A-League also
shall provide separate telephone and facsimile lines and equipment dedicated
to the Franchise and a twenty-four hour answering service throughout the year.
PLAYERS.
RELATIONSHIP WITH PLAYERS. Franchisee shall engage its
players subject to the requirements outlined in this section. The status,
rights and privileges of players shall be subject to the policies and
regulations of the USSF, USASA, or such other entity as may be appropriate.
Players may receive payment for playing (to the extent permitted by USSF or
USASA, as appropriate) and/or may be reimbursed for expenses incurred by
attending USISL games. Franchisee shall not approach or solicit a player
under contract with another team in the USISL regarding changing teams
without the written consent of such other team.
PLAYER CONTRACTS. Franchisee's contracts with players shall
be in the form of Franchisor's standard contracts for players in the
appropriate League. Franchisor's standard contracts are included in the
Operations Manual described in Section 3.1. Franchisor may modify its
standard form player contracts from time to time with the advice of the Labor
Relations Committee. All contracts with players shall provide that a player
shall not enter into a contract with another team in the USISL until he (or
she) is formally released by his current team. The USISL
Rules shall include Franchisor's policies governing the release of players,
Franchisee's right to refuse to release players and the circumstances under
which Franchisee may be required to release players.
Franchisee's contracts with players shall require players to make
media appearances at the request of Franchisor, provided that Franchisor
shall reimburse such players for reasonable or preapproved costs actually
incurred in attending such media appearances, and shall require players to
participate in any USISL "all star" games, if selected, provided that
Franchisor shall reimburse such players for costs incurred in attending such
games. Franchisee's agreements with players shall provide that players shall
participate in any promotional activities reasonably requested by Sponsors
and approved by Franchisor.
Franchisee's contracts with players shall include provisions
governing use of players' images and likenesses by Franchisor and Sponsors.
The player contracts shall provide that all players grant the right to use
their images and likenesses whether in game shots, promotional shots or other
soccer-related shots to Franchisor and shall allow Franchisor to license such
right to Sponsors. All beneficiaries of such right shall be entitled to
reproduce such image or likeness and use it in promotional and other
materials regardless of whether such image was recorded by Franchisee,
Franchisor or a third party. Franchisee hereby grants Franchisor the right to
use all player likenesses and images in all promotional and other materials
and the right to license this right to Sponsors.
Franchisee's agreements with players shall require all players to
comply with the USISL Rules and Minimum Standards and shall provide that the
player assumes all risks associated with being a player for the Franchise and
participating in USISL games and events and shall relieve Franchisor from all
liability arising out of the risks of being a player in the USISL.
Franchisee's agreements with players shall provide that any disputes between
the players and Franchisee or the players and Franchisor or any disputes in
any way related to such players' participation in the USISL shall be resolved
through binding arbitration.
FRANCHISE REQUIREMENTS. The Franchise may have up to 26
players on its roster, and shall have a minimum of 14 and a maximum of 18
players dressed in uniforms, present, and eligible to participate in each
game. In accordance with USSF requirements, no more than five (5) players
dressed in uniforms for a particular game may be non-United States Citizens
or legal residents. Franchisee shall register all players with Franchisor and
the USSF, if required. The USISL Rules shall include policies regarding
eligibility of players and participation of players in games. Franchisor may
require proof of citizenship or legal residency of each player.
INSURANCE.
REQUIREMENTS. Franchisee shall maintain general liability
insurance policies with the carrier(s) selected as provided in Section 4.6(b)
below, naming Franchisor as an additional insured on the face of each policy
at all times during the term of this Agreement. Such insurance policies shall
have no less than $5,000,000 per occurrence limits for bodily injury and
property damages and $5,000,000 per game limits for bodily injury and
property damage for teams in the A-League and $1,000,000 per occurrence
limits for bodily injury and property damage and $1,000,000 per game limits
for bodily injury and property damage for teams in all other Leagues. If the
Franchise is in the A-League or D3 Pro League, Franchisee shall maintain
workers' compensation insurance in such amounts as may be required by state
law and, if Franchisor designates a carrier for workers' compensation
insurance in accordance with the terms of Section 4.6(b), such insurance
shall be obtained with such carrier. Franchisee shall pay all costs
associated with the insurance required under this section. All insurance
policies shall be timely renewed, and policies and certificates together with
evidence of payment of premiums shall be delivered to the Franchisor at least
thirty (30) days prior to the expiration of such policies by certified mail,
hand delivery with written receipt, or overnight courier service with
verification of receipt.
SELECTION OF CARRIER. Franchisor, with the advice of the
Insurance Committee, shall arrange for liability insurance carriers to offer
policies meeting the requirements of this Section 4.6 to all franchise owners
in each League. In addition, Franchisor may, in the future, designate
carriers that offer workers' compensation insurance. Franchisee shall obtain
and pay for all insurance required by this Section 4.6 through the group
plans
identified by Franchisee. Franchisor shall use reasonable best efforts in
obtaining insurance carriers for the USISL, but shall have no liability for
any such insurance carriers.
SPONSORSHIPS.
GENERAL. Franchisor, from time to time, may engage Sponsors
for the USISL or Leagues. Sponsors may be engaged for items, products or
services used by all franchises in the USISL or a League, and, in such event,
Franchisee shall use the items or products provided by such Sponsor in its
USISL games during the duration of the sponsorship. Franchisee shall comply
with all reasonable requirements established by Franchisor regarding
identifying and recognizing Sponsors at USISL games and in promotional
materials and using Team Marks and player likenesses in Sponsors' promotional
materials. A list of current Sponsors, the requirements the Sponsorship
imposes on Franchisee and the duration of the Sponsorship is contained on
Exhibit H.
TEAM SPONSORSHIPS. Franchisee may enter into a team
sponsorship relationship with any entity subject to the terms of this
Agreement. If Franchisee is party to any team sponsorship agreements prior to
the effective date of this Agreement, such sponsorship agreements and team
sponsors are listed on Exhibit I hereto, and Franchisee shall not be subject
to the following requirements for such agreements.
(i) Reserved Products. In order to encourage
league or League-wide sponsorships, Franchisee agrees not to enter into team
sponsorships after the date of this Agreement for soccer balls and team
sponsorships that would conflict with potential USISL sponsorships for
products identified by Franchisor after consultation with the Owners
Committee and the Marketing/Public Relations Committee and listed in a notice
to Franchisee by July 1 of each year (the "Reserved Products"). If the
Franchisor does not enter into a league or League-wide sponsorship for any of
the Reserved Products by January 1, Franchisor shall release such products
and individual teams, including Franchisee, shall be entitled to enter into
sponsorship agreements for such products for that year, subject to the
provisions of this Section 4.7(b).
Objections. Franchisee shall notify Franchisor of
any proposed team sponsorships before such sponsorships take effect.
Franchisor shall have ten (10) days to object to any proposed team
sponsorship on the basis of a significant potential conflict with a Reserved
Products category or if Franchisor, in its discretion, determines that the
proposed sponsorship is contrary to the best moral interest or image of the
USISL. If Franchisor does not notify Franchisee of its objection to a
proposed team sponsorship within such time period, Franchisee shall be
entitled to enter into the sponsorship agreement, provided Franchisee
complies with the right of first offer and right of first refusal described
below.
Right of First Offer and Right of First Refusal.
As long as Umbro International, Inc., or its affiliates ("UMBRO"), remains a
Sponsor, prior to entering into negotiations with any other entity for
sponsorship of the Franchise, Franchisee shall first offer UMBRO the
opportunity to enter into sponsorship negotiations with Franchisee. Prior to
entering into any sponsorship agreement with another entity, Franchisee shall
first offer the same sponsorship opportunities, subject to the same terms, to
UMBRO. If UMBRO fails to accept the sponsorship with such terms within thirty
days of receipt of the offer from Franchisee, Franchisee may enter into the
sponsorship agreement with the other entity.
UMBRO SPONSORSHIP. Franchisee acknowledges that UMBRO is a
Sponsor as provided in Exhibit H hereto, and that UMBRO may in the future
renew, supplement or extend its sponsorship of Franchisor and may in its
discretion become an equity owner of Franchisor. Franchisee agrees that the
UMBRO sponsorship shall not be subject to the revenue sharing provisions
contained in Section 2.3 of this Agreement. Franchisee acknowledges that
UMBRO is an affiliate of Franchisor, Franchisor and UMBRO may renew,
supplement or extend UMBRO's sponsorship of Franchisor and that any such
transaction will not be between fully independent parties.
Franchisee will not be precluded from entering into sponsorship agreements
with apparel companies provided that Franchisee complies with the terms of
this Agreement. However, Franchisor has agreed as a condition of the UMBRO
sponsorship that it will not enter into league or League-wide sponsorships
with competitors of UMBRO. There is no guarantee that UMBRO will renew,
supplement or extend its sponsorship of Franchisor. In the event UMBRO enters
into a team sponsorship agreement with Franchisee, such agreement shall be
separate and distinct from UMBRO's sponsorship of Franchisor.
MEDIA OBLIGATIONS FOR A-LEAGUE. If the Franchise is in the A-League,
Franchisee shall perform the following marketing activities: (i) during the
Season, produce weekly press releases announcing game results, team
statistics, and/or upcoming games and distribute the press releases to
Franchisor, the Franchise's opponent for the next scheduled game and the
local media by 5:00 local time on Mondays; (ii) obtain a professional quality
video tape of all home games with first generation VHS tape and deliver the
video tapes to Franchisor for league and Sponsor promotional purposes (at
least one such taping shall be performed with two or more cameras for
possible television production); and (iii) within one hour after completion
of a home game, fax a completed game scoring report, referee game report and
public relations form to Franchisor (copies of such forms are included in the
Operations Manual).
TEAM UNIFORMS AND SUPPLIES.
FRANCHISE UNIFORMS. Franchisee shall provide two sets of
twenty-six (26) uniforms for the Franchise. All uniforms (except the goal
keeper uniform) in each set must be identical (other than player names and
numbers) and shall include the following: (i) jersey and shorts displaying
the team name and logo and the player number, on the front; (ii) eight inch
(or larger) numbers ranging from 00 to 26 on the back of each jersey; and
(iii) the USISL patch, to be provided by Franchisor, and any patches provided
by Sponsors, on the sleeve of each jersey. If the Franchise is in the
A-League or D3 Pro League, each uniform also shall include the name of the
player wearing it on the back of the jersey. If players are to wear warm-ups
at any time during the pre-game or game, all warm-ups must be identical.
Player numbers shall not change after the start of each Season as long as a
player is listed on Franchisee's roster, however, substitution numbers may be
used if Franchisee provides substitution cards at each game for players with
deviating numbers.
REFEREES, BALL PERSONS, AND STADIUM STAFF. Sponsors may,
from time to time, supply game apparel for all officials (referees), stadium
staff, ball persons and others participating in USISL events. Franchisee
shall be responsible for ensuring that all staff and volunteers participating
in Franchisee's home games as representatives of Franchisee, the USISL, or
the Stadium are dressed and behave in a manner appropriate for the sport of
soccer and professional athletics.
SUPPLIES. Franchisee shall provide all supplies for the
Franchise; PROVIDED, HOWEVER, Franchisor may require Franchisee to use
supplies provided without charge by Sponsors if such requirement does not
conflict with any sponsorship agreements Franchisee may be party to.
GAME PROGRAMS. Franchisee shall produce and distribute game programs
for each home game it hosts. Game programs shall be a minimum of four pages
(front and back) and shall contain current USISL standings, a home team
roster including player names, numbers, positions and statistics, and a
visiting team roster including player names, numbers and positions. Game
programs shall comply with the requirements of Section 4.7(a) above. Game
programs shall be sold at all home games for a reasonable cost.
TICKETS. Franchisee shall provide for the sale of tickets to the
public for all home games it hosts. Franchisee shall comply with any policies
Franchisor may establish from time to time regarding ticket sales. At
Franchisor's request, Franchisee shall participate in any USISL ticket
distribution program that Franchisor may
establish from time to time. At Franchisor's request, Franchisee shall
provide Franchisor a reasonable number of desirable tickets without charge.
Franchisor shall request all tickets at least 48 hours in advance of the
game. Tickets provided to Franchisor shall be used by Franchisor, Sponsors,
or their affiliates for promotional purposes, for employees or guests or for
charitable purposes and shall not be sold to any other party.
REPORTING GAME RESULTS. Franchisee shall report the results of all
home games to Franchisor the day of the game in accordance with the policies
established by Franchisor.
MEETINGS. Franchisee or its designees shall attend the annual
general meeting and winter business meetings for the USISL. Franchisor shall
inform Franchisee of the date for such meetings at least sixty (60) days in
advance. Franchisor shall set the agenda for such meetings in its discretion
and may include seminars and/or workshops regarding team operations.
FRANCHISE OPERATIONS
GAME OFFICIALS. All game officials shall be registered in good
standing with USSF or the USASA, as appropriate. Game officials for each game
are assigned by the USSF, with the assistance of Franchisor. There shall be a
minimum of one (1) referee, two (2) assistant referees and a fourth official
for each game. Game officials shall be paid in accordance with USISL Rules
and USSF regulations by the home team. Franchisee and its players shall abide
by all decisions of game officials during games.
RELATIONSHIPS BETWEEN TEAMS. Franchisee (and any entity holding a
fifty percent (50%) or greater ownership interest in Franchisee) shall not
hold any direct or indirect interest of fifty percent (50%) or more or any
percentage that would give Franchisee controlling interest in any other
franchise or team in Franchisee's League in the USISL except temporarily, as
the result of promotion or relegation as provided in Section 5.13. Franchisee
shall not make or accept any gifts, loans, financial guarantees or other
financial favors to or from any other franchise owner in the USISL (or such
owner's affiliates), any game official or any player for another team in
Franchisee's League in the USISL, other than gifts of nominal value.
TERRITORY. Exhibit B lists the Territory where the Franchise is
based and where its Stadium for home games shall be located. Franchisee
acknowledges that it will be required to obtain use of a Stadium meeting the
requirements of Section 4.4 and the current Minimum Standards required by
Franchisor in the Territory. Franchisor shall grant only one (1) franchise in
the Territory to a team in either the A-League or D3 Pro League and shall not
grant a franchise to a PDSL team if a team in the A-League or D3 Pro League
is already existing in the Territory. If Franchisee is in the PDSL,
Franchisor shall not grant more than one (1) franchise in the PDSL in the
Territory. If Franchisee is in the PDSL and Franchisor desires to establish a
franchisee in the A-League or D3 Pro League in the Territory, Franchisor
shall first offer Franchisee the opportunity to change to such other League
in accordance with the terms of Section 5.10. If Franchisee does not accept
this opportunity within 90 days, Franchisor shall have the right to offer a
franchise in the Territory in either the A-League or D3 Pro League in its
discretion. One (1) franchise in the W-League and Indoor League may be
granted for territories that contain a franchise in the A-League, D3 Pro
League or PDSL. Except as provided herein, and to the maximum extent
permitted by law, Franchisee shall be the exclusive holder of a franchise in
its League in the Territory.
Franchisee shall not host games or conduct soccer camps or clinics
outside of the Territory without the written consent of the Franchisor and
the written consent of any owner of a franchise in the geographic area in
question. No other owner of a franchise in the USISL, other than a W-League
or Indoor team owner, shall host games or conduct soccer camps or clinics in
the Territory without Franchisee's consent. Any dispute between owners of
franchises regarding exclusive geographic territory shall be decided by
Franchisor.
Franchisee acknowledges and agrees that it has no right to change
the Territory where the Franchise is located. If Franchisee desires to
relocate, Franchisor may approve such request upon Franchisee's written
application. Such application must satisfy certain criteria to be established
by Franchisor from time to time (including, without limitation, proximity to
other USISL teams and potential impact on market). If Franchisee is permitted
to relocate, it must pay a relocation fee to any team(s) affected by this
relocation as determined by Franchisor. Franchisor may require the Franchisee
seeking to relocate to pay an additional relocation fee to be determined by
Franchisor.
CHANGE IN TEAM MARKS. Once approved by Franchisor, Franchisee shall
not change its Team Marks without Franchisor's written consent, which shall
not be unreasonably withheld. Franchisee acknowledges and agrees not to
change or alter the Team Marks in any way during the Season. Franchisee must
obtain Franchisor's written consent to any new proposed marks in accordance
with the terms of Section 2.2(b). Franchisor may, from time to time, develop
reasonable guidelines for the implementation of new or revised Team Marks in
order to allow for the completion of any merchandising programs utilizing the
previous Team Marks. Franchisee agrees to comply with all such reasonable
guidelines established by Franchisor.
OWNERSHIP OF FRANCHISE. If Franchisee is a corporation, partnership,
limited liability company or other entity, the primary purpose of Franchisee
at all times shall be the operation of a soccer team. Franchisee shall
maintain its principal place of business in the Territory.
LIMITATIONS ON TRANSFER. In order to ensure that franchise owners
are committed to the sport of soccer and will enhance the image of the sport
of soccer and of the USISL, Franchisee shall not transfer the Franchise to
anyone other than an immediate family member or affiliate without the advance
written consent of Franchisor, which consent will not be unreasonably
withheld or delayed. If Franchisee is other than an individual, the ownership
of 50% or more of Franchisee shall not be transferred to anyone other than an
immediate family member of the current owner or an affiliate, and ownership
interests in the Franchise shall not be sold to the public, without the
advance written consent of Franchisor. Any attempted transfer in violation of
the foregoing shall be ineffective and may, in Franchisor's discretion,
result in a termination of the Franchise. For purposes of this Section 5.6,
"immediate family member" shall mean a spouse, child, parent, or sibling and
"affiliate" shall mean an entity that owns or controls at least fifty percent
(50%) of Franchisee.
TERMINATION OF FRANCHISE. A-League Franchisees may terminate this
Agreement at the end of any USISL Season by notifying Franchisor that it will
not be participating in the next year's Season by July 1 of the previous
year. All other Franchisees shall notify Franchisor of their intent to not
participate in the next USISL Season by September 1 of the previous year.
Franchisor may terminate this Agreement at any time if Franchisee attempts to
transfer the Franchise in violation of Section 5.6 above, if Franchisee
violates any of the performance bond obligations described in Section 4.1(c)
above, or if Franchisor, in its good business judgment determines that
Franchisee's continued participation in the USISL will be significantly
detrimental to the USISL, including, without limitation, if Franchisor
receives reasonably convincing evidence that Franchisee has attempted to fix
game results or bribe game officials or if Franchisee has continually failed
to adhere to the Minimum Standards.
In addition, Franchisor may terminate this Agreement in the event
that Franchisee's League contains less than twelve (12) teams, in which case
Franchisor shall terminate all franchises in such League and cease operating
such League. Franchisor also may terminate this Agreement and all franchises
in Franchisee's League if the League ceases to be recognized by the USSF or
USASA, as appropriate. Franchisor also may terminate this Agreement and all
franchises in Franchisee's League if such League or the USISL incurs
substantial and continuing losses as determined by Franchisor in its
reasonable discretion. Upon a termination of this Franchise Agreement
pursuant to the terms of this paragraph on or before December 31, 1998,
Franchisor shall refund Franchisee any Franchise Fee actually paid by
Franchisee. Franchisee shall not be entitled to any other refunds after such
termination. Franchisee shall not be entitled to any refund upon the
termination of this Agreement after such date. Franchisor may also terminate
this Agreement upon Franchisee's failure to provide a performance bond or
replace a performance bond that has been forfeited pursuant to Section 4.1(c)
herein and not replaced within thirty (30) days.
Except as specifically provided above, Franchisee shall not be
entitled to any refund of the Franchise Fee or any participation fees upon
termination of this Agreement. Other than a partial refund of the franchise
fee for failure to obtain a Stadium within the required time periods as
provided in Section 4.4, all other fees shall not be refundable except to the
limited extent provided in this Franchise Agreement for each fee. Franchisor
and Sponsors shall have the right to sell products and engage in promotional
programs utilizing the Team Marks, and the licenses granted to Franchisor and
Sponsors in Section 2.2(b) herein shall continue, for a period of two (2)
years from the date of termination of this Agreement. In addition, any rights
of Franchisor or Sponsors to use player likenesses shall not terminate upon
any termination of this Agreement. Franchisee shall discontinue all use of
USISL Marks immediately upon termination of this Agreement.
FUTURE MARKETING OPPORTUNITIES. Franchisor and Franchisee recognize
that if one or more Leagues of the USISL are successful, there may be
significant opportunities to market the USISL and to obtain TV and other
media rights. Franchisor shall have the exclusive right to arrange for all
television broadcasts of all USISL games. Franchisor shall license the right
to broadcast Franchise games locally in the Territory to Franchisee upon
Franchisee's reasonable request. Any request by Franchisee to broadcast its
games locally shall be accompanied by all available information relating to
such proposed broadcast including the date(s) of games and the date(s) of
broadcast, the name of the broadcaster and the area in which the game will be
broadcast. For all regional or national broadcasts arranged by Franchisor,
Franchisor shall share any revenues received from such broadcasts with the
teams in the League that is being broadcast. Such sharing of revenues shall
be determined according to objective policies established by Franchisor from
time to time. In addition, as the USISL develops, Franchisor may develop
additional policies regarding broadcast rights with the advice of the
Marketing/Public Relations Committee. Franchisor does not guarantee that
Franchisee or its League will participate in any regional or national
broadcast coverage or that Franchisee will be entitled to any revenues from
such broadcast.
SOCCER CAMPS. Franchisee may sponsor soccer camps in the Territory.
Franchisor consents to Franchisee using the USISL name in describing such
camp; PROVIDED, HOWEVER, Franchisee shall not use the USISL Marks, other than
the USISL name, in conjunction with any camp without Franchisor's advance
written consent. Franchisee shall maintain liability insurance meeting
minimum standards determined by the Insurance Committee from time to time for
all soccer camps owned or operated by, or associated with, Franchisee, and
such insurance shall name Franchisor as an additional insured. Franchisee
shall provide Franchisor with proof of soccer camp liability insurance each
year prior to the commencement of camp activities. In the event that
Franchisor contracts with a third party camp operator to operate USISL soccer
camps and requests Franchisee to participate in such arrangement, Franchisee
shall participate in such arrangement upon reasonable terms unless Franchisee
currently operates its own soccer camp or is party to a current agreement
with a third party camp operator.
FRANCHISEE'S CHANGE OF LEAGUES. Franchisee may change the League in
which the Franchisee participates in advance of any Season if Franchisee
meets the minimum standards for the higher League and with the consent of
Franchisor. Franchisor may grant or withhold consent to Franchisee's proposed
change in League in its sole and absolute discretion. If Franchisee desires
to move to a higher League, and Franchisor approves of such change,
Franchisee shall pay Franchisor the franchise fee for the upcoming Season
charged to owners of franchises in the higher League (described in Section
4.1(a)), LESS any franchise fee previously paid by Franchisee to Franchisor
or any membership fee paid by Franchisee to USISL, Franchisor's predecessor.
If Franchisee desires to move to a lower League, and Franchisor approves of
such change, Franchisee shall not be required to pay any additional franchise
fee and shall not be entitled to any refund of any franchise fee previously
paid to Franchisor. Franchisor may require, in its sole discretion, that
Franchisees in the A-League or D3 Pro League who cannot adhere to the Minimum
Standards or financial requirements of Franchisee's League be placed in a
lower League. Such Franchisees shall pay the participation fees associated
with the lower League, but shall not be entitled to any refund of the initial
franchise fee.
SPECIAL OPPORTUNITY TO OBTAIN INDOOR FRANCHISE. If Franchisee
obtains a Franchise in the A-League or D3 Pro League upon entering into this
Agreement, Franchisee shall have the exclusive right to obtain a franchise
for
Indoor Soccer in the Territory, provided that an Indoor team franchise for
the Territory does not exist on the effective date of this Agreement. The
exclusive right to obtain an Indoor franchise in the Territory shall continue
for a period of three (3) years from the date of this Agreement. This right
shall be subject to Franchisee entering into a separate franchise agreement
for the Indoor team franchise and Franchisee's payment of all franchise and
other fees for the Indoor team franchise. Franchisee must be in good standing
under the terms of this Agreement in order to exercise this right. If
Franchisee does not exercise this right within the three (3) year period,
Franchisor may offer an Indoor team franchise in the Territory in its
discretion.
LIMITATIONS ON PARTICIPATION IN OTHER LEAGUES. Franchisee recognizes
that Franchisor invests considerable time and resources in the promotion of
the USISL and each of its teams. In this regard, Franchisee acknowledges and
agrees that it may not use the Franchise or the Team Marks in any other
amateur or professional soccer league in North America while this agreement
is in effect, and after it has participated in the USISL for more than one
(1) Season, for a period of one (1) year after the termination of this
Agreement, unless Franchisor otherwise agrees in writing.
PROMOTION AND RELEGATION. Franchisor may give certain teams in the
D3 Pro League the opportunity to be promoted to the A-League without payment
of an additional Franchise Fee provided that such teams meet the Minimum
Standards for such League. Franchisor, in its discretion, shall determine
which teams shall be given this opportunity. After the A-League reaches 32
teams, and after a start-up period of three (3) years, Franchisor may develop
a system of promotion and relegation. This system would provide that one or
two (1-2) teams in the A-League will be moved to the D3 Pro League and an
equal number of teams in the D3 Pro League would be moved to the A-League. In
order for a team to be promoted to the A-League in this manner, it must meet
the Minimum Standards for the A-League and such other criteria as Franchisor
may establish from time to time with the advice of the A-League and D3 Pro
League executive committees. These criteria shall be made available to
Franchisee in advance of each Season and may include team standing, paid gate
attendance and ability to meet Minimum Standards.
Teams that are to be promoted to the A-League would not be required
to pay an additional franchise fee but would be required to pay the
participation fees then being charged for the A-League. Teams that are to be
relegated to the D3 Pro League would not be entitled to any refund of any
franchise fee or participation fees previously paid but once the relegation
becomes effective would be able to pay participation fees then being charged
for the D3 Pro League.
Prior to the promotion or relegation becoming effective, Franchisor
shall notify the teams eligible for promotion or to be relegated. Each team
eligible for promotion shall have the opportunity to accept or reject the
promotion. Each team to be relegated shall have the opportunity to accept the
relegation or object to it by written notice to Franchisor. If a team objects
to its selection for relegation, Franchisor shall arrange for a hearing with
Franchisor and the objecting team owner on the matter of whether the team was
properly relegated according to the criteria for relegation existing at the
time the relegation was made. The hearing shall be before a neutral tribunal
to be determined by Franchisor and agreed to by Franchisee, such agreement
not to be unreasonably withheld. The decision of the tribunal after the
completion of the hearing shall be final.
In the event that Franchisee owns two teams that, as a result of
promotion or relegation, are in the same League, Franchisee shall transfer
ownership of one of the teams to a person or entity approved by Franchisor
(such approval not to be unreasonably withheld) within six (6) months of the
effective date of the promotion or relegation.
PLAYER AGREEMENTS WITH MAJOR LEAGUE SOCCER. Franchisee hereby
appoints Franchisor as its agent for negotiating a player selection agreement
with Major League Soccer ("MLS") by which players under contract with USISL
teams will have the opportunity to play in MLS games upon payment of agreed
upon compensation to the USISL and the affected franchisees. Franchisor does
not guarantee that it will enter into a player selection agreement with MLS
or that Franchisee will be entitled to any revenues as a result of such
agreement. Any player selection agreement with MLS will not be subject to the
revenue sharing procedures of Section 2.3 of this Agreement.
DISCONTINUATION OF FRANCHISE. In order to ensure the continuation of
the League and the smooth operation of the game schedule during the Season,
if Franchisee ceases to operate the Franchise during the Season or if
Franchisor terminates this Agreement during the Season because of a material
breach of this Agreement by Franchisee, in order to preserve the integrity of
the League's game schedule, Franchisor may (but shall not be obligated to)
take any necessary action to continue operation of the Franchise during the
Season, including but not limited to, Franchisor's assumption of the
Franchise, the Team Marks, any contract or lease for use of the Stadium and
the Franchise's player contracts and sponsorships.
TEAM BANKRUPTCY. If Franchisee files a petition for bankruptcy or
has a petition for bankruptcy filed against it which is not dismissed within
sixty (60) days, or if Franchisee admits in writing its inability to pay its
debts when they come due, Franchisor shall be entitled to relief from any
automatic stay imposed by the laws of bankruptcy or otherwise on or against
the exercise of Franchisor's rights as provided in this Agreement, including,
without limitation, Franchisor's rights under Section 5.15 and 5.7 above, and
such rights as are otherwise provided by law.
MISCELLANEOUS
NOTICES. All notices, requests, demands, payments, consents and
other communications hereunder shall be transmitted in writing by United
States mail, postage prepaid, by hand delivery with written receipt, by
overnight courier with verification of delivery, or by facsimile with
confirmation of transmission, addressed as follows:
FRANCHISOR: USISL, Inc.
Attn: Commissioner
Xxxxx 000, Xxxxx Xxxxxxxx, Xxxxx Xxxxx
00000 Xxxxx Xxxx Xxxxx Xxxxxxx
Xxxxx, Xxxxxxx 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
with a copy to:
Xxxxx Xxxxxxx, Esq.
USISL, Inc.
Xxxxx 000, Xxxxx Xxxxxxxx, Xxxxx Xxxxx
00000 Xxxxx Xxxx Xxxxx Xxxxxxx
Xxxxx, Xxxxxxx 00000
FRANCHISEE: _________________________________
_________________________________
_________________________________
Phone: _________________________
Fax: ___________________________
Either party may change the mailing address for notice purposes by giving
written notice of such change of address to the other party. Mailed notices
shall be deemed communicated seven days from the time of mailing. All other
notices shall be deemed delivered as of actual delivery.
EQUITABLE RELIEF. Franchisee acknowledges and agrees that strict
compliance with the terms of this Agreement is essential to the ability of
Franchisor to operate the USISL. Therefore, Franchisee acknowledges and
agrees that Franchisor may seek injunctive or other equitable relief to
require Franchisee to perform its obligations under this Agreement.
ADDITIONAL ACTIONS. The parties agree to execute such other
documents and perform such additional acts as may be necessary or desirable
to carry out the purposes of this Agreement.
SUCCESSORS AND ASSIGNS. This Agreement shall be binding on and inure
to the benefit of the parties, their successors and assigns.
ENTIRE AGREEMENT. THE UNDERSIGNED ACKNOWLEDGES THAT IT HAS READ THIS
AGREEMENT IN FULL, HAS BEEN SUPPLIED WITH A CIRCULAR IN ACCORDANCE WITH
FEDERAL AND STATE LAW; IS COGNIZANT OF EACH AND EVERY ONE OF THE TERMS AND
PROVISIONS THEREOF AND AGREEABLE THERETO; THAT NO REPRESENTATIONS OR
AGREEMENTS, WHETHER ORAL OR WRITTEN, EXCEPT AS HEREINAFTER SET FORTH HAVE
BEEN MADE OR RELIED UPON; THAT THE SIGNATURES AFFIXED HERETO WERE AFFIXED AS
THE WHOLLY VOLUNTARY ACT OF THE PERSONS WHO SIGNED THIS AGREEMENT; THAT THE
TERMS AND PROVISIONS OF THIS FRANCHISE AGREEMENT CANNOT BE CHANGED OR
MODIFIED UNLESS IN WRITING SIGNED BY THE PARTIES HERETO; AND THAT THE
UNDERSIGNED REALIZES THAT THE FRANCHISE IS PRIMARILY FOR RECREATIONAL AND
SPORTING PURPOSES AND THERE IS NO GUARANTEE THAT THE FRANCHISE WILL YIELD
PROFITS.
WAIVER OF RIGHTS. Failure by either party to enforce any rights
under this Agreement shall not be construed as a waiver of such rights. Any
waiver, including waiver of default, in any one instance shall not constitute
a continuing waiver or a waiver in any other instance.
INTEREST ON PAST DUE OBLIGATIONS. Any monies past due to Franchisor
shall bear interest at the maximum rate permitted by the state whose law
governs this Agreement. The foregoing shall not affect any other right or
remedy of Franchisor arising from such delinquency.
SEVERABILITY. The provisions of this Agreement are severable and any
invalidity of any portion of this Agreement shall not affect the validity of
the remaining portion.
EFFECTIVENESS. This Agreement shall not be effective until fully
executed by both parties. This Agreement may be executed in two or more
counterparts, all of which together shall constitute but one and the same
instrument.
HEADINGS AND TABLE OF CONTENTS. The headings and table of contents
used herein are for purposes of convenience only and shall not be used in
construing the provisions hereof. As used herein, the male gender shall
include the female and neuter genders, the singular shall include the plural,
and the plural, the singular.
ASSIGNMENT BY FRANCHISOR. This Agreement may be assigned in whole or
in part by Franchisor without Franchisee's prior approval and such assignment
shall not modify or diminish Franchisee's obligations hereunder.
ARBITRATION. Subject to the terms of Section 6.2 herein, any claim
or controversy between Franchisor, its affiliates, shareholders, officers,
directors, agents or employees and Franchisee, its affiliates, shareholders,
officers, directors, agents or employees arising out of or relating to this
Agreement or the breach hereof or the relationship of
the parties shall be settled by binding arbitration before the American
Arbitration Association or such other arbitration tribunal to be decided from
time to time by Franchisor. The arbitration shall be in accordance with the
rules then prevailing of the American Arbitration Association or such other
arbitration tribunal; PROVIDED, HOWEVER, that in the event of a conflict
between such rules and the terms of this Agreement, this Agreement shall
govern. Franchisor and Franchisee hereby agree that damages are limited to
out-of-pocket monetary losses or damages suffered under a breach of this
Agreement. Neither consequential damages, including lost profits, nor
punitive damages will be awardable to any party, and each party shall bear
its own attorney fees and expenses in any such arbitration. The place of
arbitration shall be Tampa, Florida. The arbitration award may be confirmed
by any court of competent jurisdiction.
GOVERNING LAW AND JURISDICTION. This Agreement shall be governed by
the laws of the State of Florida without regard to its rules of conflicts of
laws. Any action, whether for equitable relief or otherwise, shall be brought
in the Federal Court for Tampa, Florida and Franchisee hereby consents to
personal jurisdiction in Tampa, Florida.
SURVIVAL. Sections 2.2, 3.1, 5.3, 5.12, 6.2, and 6.12 shall survive
termination of this Agreement and remain in full force and effect thereafter
in accordance with their terms.
INDEPENDENT CONTRACTOR STATUS. Franchisee shall be an independent
entity, separate from Franchisor at all times and shall not hold itself out
as Franchisor's employee, agent, affiliate or partner. Franchisor shall not
be liable for the acts of Franchisee, and Franchisee shall defend and hold
Franchisor harmless in any action against Franchisee which names Franchisor
as an additional defendant.
NO THIRD PARTY BENEFICIARIES. There shall be no third party
beneficiaries to this Agreement.
ROLE OF UMBRO. Franchisee acknowledges that UMBRO is the majority
equity owner of the USISL. Consequently, interactions between UMBRO and the
USISL are not between fully independent parties, and UMBRO may be the
beneficiary of special opportunities not offered to other Sponsors or other
persons. There is no guarantee that UMBRO will participate in any such
opportunities.
MATURATION OF LEAGUE. As the USISL League develops and matures,
Franchisor may, from time to time, adopt additional league rules or
procedures in order to promote competition among USISL teams and to promote
the competitiveness of the USISL in the sports and entertainment industry, to
the extent that such rules are permitted by law. These rules and procedures
may include a player draft, salary caps, team budgets, procedures for fining
teams that make expenditures in excess of those allowed and sharing such
penalties among all other teams in the relevant League, and waiver of rights
for released players, among other things. Franchisor makes no guarantee that
these rules or procedures will be adopted or that Franchisee will derive any
revenue if they are adopted.
RISK FACTORS
Franchisee hereby acknowledges that participation in the USISL contains
the following risks:
- Franchisor does not guarantee the success of the Franchise,
Franchisee's League, or the USISL for any period of time.
- Franchisor does not provide Franchise with any assurances
regarding sponsorship, merchandising, or broadcast
opportunities, or that Franchisee will realize any revenues
from any such opportunities that become available.
- Franchisor makes no representations regarding, and does not
guarantee, the profitability of the Franchise or the USISL.
- Franchisor does not guarantee that the USISL or any League
will be expanded or that Franchisee will derive any profit
from such expansion if it occurs.
- Franchisor makes no assurances that its existing sponsorships
or other agreements, including those with UMBRO and Major
League Soccer will be renewed or continued or that UMBRO will
continue to support Franchisor. There are no assurances or
representations regarding the extent of UMBRO's involvement in
the USISL other than those explicitly set forth in this
Agreement.
NO PROJECTIONS OR REPRESENTATIONS
Franchisee acknowledges and represents that it has not received from
Franchisor or its representatives any projections or representations
regarding the amount of income it can expect to earn from the Franchise
granted hereby. Franchisee acknowledges that no representations or warranties
inconsistent with the Offering Circular or this Agreement were made to induce
it to execute this Agreement.
Franchisee acknowledges that neither Franchisor nor any other person
can guarantee the success of the Franchise. By signing this Agreement,
Franchisee acknowledges that it has read this Agreement and that it has been
requested to state in writing hereafter any terms, claims, covenants,
promises or representations including representations as to any income or
gross revenue projections that were made to Franchisee by Franchisor or its
representatives including the persons making same, the location and date. If
no such representations, etc. were made, the undersigned should write the
word "none" on the following line:
--------------------------------------------.
THIS AGREEMENT SHALL NOT BE EFFECTIVE UNTIL IT HAS BEEN ACCEPTED AND
EXECUTED BY USISL, INC. IN TAMPA, FLORIDA.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and year first above written.
FRANCHISOR:
USISL, INC.
By:
---------------------------
-------------------------------
Typed or printed name and title
FRANCHISEE:
-------------------------------
(Name of Entity)
By:
-------------------------
Signature
-------------------------
Name
-------------------------
Title
FRANCHISEE IS NOT RELYING
ON ANY ORAL REPRESENTATIONS
IN ENTERING INTO THIS AGREEMENT
(SEE EXHIBITS ATTACHED HERETO)
EXHIBIT A
MINIMUM STANDARDS
(To Be Attached)
EXHIBIT B
TERRITORY
STADIUM
Name of Stadium:
-------------------------------------
City:
------------------------------------------------
State:
-----------------------------------------------
EXHIBIT C
USISL MARKS
USISL
U.S.I.S.L.
(INSERT SOCCER BALL HERE)
EXHIBIT D
USISL RULES
(To Be Attached)
EXHIBIT E
TEAM MARKS
EXHIBIT F
STANDARDS FOR REVIEW, APPEALS AND DISCIPLINE
[to be attached]
EXHIBIT G
CURRENT SCHEDULE OF FINES
[to be attached]
EXHIBIT H
USISL SPONSORS
UMBRO SPONSORSHIP
Duration: Through December 31, 1999.
Requirements for Franchisee:
GAME PROGRAMS. Franchisee shall
identify UMBRO as the
official sponsor of the USISL
on the front cover of game
programs and shall provide
UMBRO, free of charge, with
one full page advertising
space on either the back
cover, the inside back cover
or the inside front cover of
all game programs. UMBRO
shall provide Franchisee with
printed materials for the
game program at least thirty
days before the start of the
Season.
GAME ANNOUNCEMENTS. Franchisee
shall provide for the
announcement of UMBRO's
sponsorship of the USISL over
the public address system at
least three times at all of
Franchisee's home games.
UMBRO shall provide
Franchisee with a script for
such announcements at least
ten days in advance.
Franchisee also shall provide
for the announcement of any
product related promotions
sponsored by UMBRO in
conjunction with any of
Franchisee's home games.
SIGNBOARDS. Franchisee shall permit
UMBRO, without charge, to
display a minimum of three
and up to five in-stadium
signboards at Franchisee's
home games and at all
training sites used by the
Franchise in preparation for
USISL games. UMBRO shall
determine the location of
such signboards and shall
specify the advertising
display and logo
presentation. UMBRO shall pay
all costs for the creation
and maintenance of such
signboards, but shall not be
charged advertising or other
fees normally charged to
signboard advertisers.
Franchisee shall arrange for
the installation, placement
and maintenance of such
signboards and UMBRO shall
pay all costs incurred
therewith.
UMBRO CUP. Franchisee acknowledges
that all championship matches
of the USISL shall be
designated and referred to as
the "UMBRO CUP."
PROMOTIONAL ACTIVITIES. Franchisee
and its players shall make a
reasonable number of
promotional appearances each
year, at times and places
reasonably requested by
UMBRO, without charge,
provided that UMBRO shall pay
for any related expenses.
Franchisee shall provide
UMBRO with access to
Franchise-related events and
programs for purposes of
photo shoots or filming for
promotional and advertising
use. Franchisee agrees that
UMBRO and its affiliates
shall be entitled to use
photo shots or films of the
Franchise, its players or
events for publicity and
advertising purposes.
UMBRO AS VENDOR. Franchisee agrees
to use its best efforts to
enable UMBRO or its
representatives to obtain the
most favorable terms
available to any vendor to
sell UMBRO products at
Franchisee's home games and
other events. UMBRO shall pay
all fees related to its sale
of products at such games or
events. Franchisee shall
distribute or provide for the
distribution of UMBRO
promotional materials or
gifts at Franchisee's home
stadium gates during "UMBRO
Day" promotions.
EXHIBIT I
TEAM SPONSORS AND SPONSORSHIP AGREEMENTS
