THIS LICENSE AND SERVICES AGREEMENT (this “Agreement”) made and entered into as of date the Athlete (“ATHLETE”) and the the Buyer (“BUYER”), collectively the parties, agreed to the appearance (the “Effective Date”) through the use of the application and/or electronic platform owned, operated and developed by Blueprint Sports & Entertainment, LLC (“BPS”).
WHEREAS, Athlete is proficient and possess a certain skill or fame in their sport; WHEREAS, BUYER is engaged in the business or requests coaching and/or mentoring services which would benefit from ATHLETES skill set; WHEREAS, BUYER desires to obtain the right to temporarily use the name, likeness and image of ATHLETE in connection with the advertisement, promotion and its Products and/or Services; and WHEREAS, ATHLETE desires to grant such temporary rights to BUYER, subject to the terms of this Agreement. NOW, THEREFORE, for and in consideration of the premises and of the mutual promises and conditions herein contained, the parties do hereby agree as follows:
1. Definitions. As used herein, the following terms shall be defined as set forth below:
(a) "ATHLETE Identification" shall mean any words or symbols or photographic or graphic representations or combinations thereof which identify ATHLETE such as, for example, the name, voice, picture and likeness of ATHLETE.
(b) "Contract Territory" shall mean regional market or local media market where the BUYER’s principal place of business is located or where the ATHLETES services are requested.
(c) “Contract Period” shall mean the period the ATHLETE and BUYER agreed to during the engagement process on the Blueprint Sports application and/or electronic platform and shall have the meaning set forth in Section 11 of this Agreement.
(d) "Products" shall mean the Product or Service made by BUYER and sold under the brand of BUYER.
(e) "Tie-In Program" shall mean any traffic builder, tie-in program or other third party program involving the use of a premium or a third party’s product and/or service and shall include, among other things and without
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limitation (i) any program primarily designed to attract the consumer to purchase a product or service other than or in addition to Products or SServices themselves; and/or (ii) any cross promotion with a third party and/or its products or services.
2. Grant of Rights.
(a) License. Subject to the approval process set forth herein and in exchange for the payments in Section 5 of this Agreement, ATHLETE grants to BUYER the exclusive right and license to use ATHLETE Identification within the Contract Territory during the Contract Period in connection with the advertisement and promotion by BUYER of the Products. Such use of the ATHLETE Identification shall be permitted in promotional or advertising materials for the Products on or in television, radio, print advertisement, trade shows and social media (the “Materials”). For the sake of clarity, the right to use ATHLETE Identification shall not be granted to any party other than BUYER for use within the Contract Territory during the Contract Period in connection with the advertisement, promotion and sale of Products.
(b) Limitations on Use.
(i) Approvals. All specific uses of the ATHLETE Identification, including without limitation, Materials, must receive prior written approval by an authorized person of ATHLETE in accordance with Section 4 of this Agreement.
(ii) Use Only with Products. BUYER shall ensure that the ATHLETE Identification is used solely in connection with marketing, promotion, distribution, sales, and publishing of the Products and/or Services and shall not use the ATHLETE Identification in connection with any products, stores or services as to which rights have not been granted to BUYER (i.e., products and services other than the Products, whether now or hereafter manufactured or provided, as the case may be, by BUYER). If BUYER conducts business now or in the future with respect to any products or services similar to or derivative of the Products, such products and/or services may be included within the definition of “Products” solely with the prior written approval of ATHLETE, which approval ATHLETE may grant or deny in its sole and absolute discretion. BUYER, therefore, agrees not to use the ATHLETE Identification or any other rights granted herein in such a manner that confusion might arise in the public mind as to the products, stores and/or services for which BUYER has been granted rights.
(iii) No Derogatory Use. BUYER may not use the ATHLETE Identification in any manner that reasonably could be embarrassing, damaging, defamatory, or derogatory to ATHLETE.
(iv) No Third Party Rights. BUYER understands that it does not have the right to make use of the ATHLETE Identification in any manner that may
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constitute or amount to an endorsement of any particular third party, entity, product, product category, charity or service (including other BUYER brands). Notwithstanding anything herein to the contrary, it is specifically agreed that the ATHLETE Identification cannot be used, in whole or in part, in connection with Tie-In Programs. BUYER does not have the right to otherwise make or sell, or cause any third party to make or sell, any preservation, recordation or account whatsoever of ATHLETE in or on any media.
(v) Compliance with Laws. BUYER understands and agrees that the exercise of the rights granted to BUYER pursuant to this Agreement shall be subject to all applicable laws, regulations, guidelines and decrees in the states and countries within which such rights are to be exercised (including, without limitation, all applicable local, state, regional and national laws). All uses of the ATHLETE Marks by BUYER shall comply with all applicable laws, regulations and guidelines.
(vi) Other Marks. Nothing contained herein shall be construed to convey to BUYER any rights to use the trademarks, logos or uniform of any the ATHELETES governing body or athletic association, any athletic competition related to the ATHLETE, or any other sponsor of ATHLETE (e.g., any apparel sponsor, etc.) in conjunction with the exercise of the rights granted hereunder. All rights to the use of such trademarks, logos or team identification must be acquired from the applicable appropriate rights holder.
(c) Reservation of Rights. All rights not herein specifically granted to BUYER shall remain the property of ATHLETE to be used in any manner ATHLETE deems appropriate. BUYER understands that ATHLETE has reserved to himself the right to authorize others to use ATHLETE Identification within the Contract Territory and during the Contract Period in connection with all tangible and intangible items and services other than Products.
In relation to the grant of rights in Section 2, ATHLETE agrees that he will make the Appearances (and perform the related services) during the Contract Period as set forth in the Blueprint Sports application and/or electronic platform. ATHLETE represents that he will perform the services and the Appearances in a professional manner.
BUYER shall not use the ATHLETE Identification or distribute any item used in connection with ATHLETE Identification (including, without limitation, advertisements and commercials) without first receiving prior written approval by ATHLETE, which may be granted or denied in his sole discretion. BUYER shall submit any Materials to ATHLETE (as provided in the Notice Section hereunder) for approval, and ATHLETE shall provide its approval or rejection of any such use within seven (7) days after receipt thereof. If a specific Material is rejected, then BUYER shall not be permitted to use or distribute such Material until it is resubmitted in accordance with ATHLETE’s direction and then approved by ATHLETE. In addition, BUYER shall submit the details of any Appearances and related services to ATHLETE at least seven business (7) days in advance for ATHLETE’s prior written approval; provided that the general
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schedule of travel for the Appearances shall be confirmed in writing at least thirty (30) days in advance by BUYER.
(a) Consideration. In consideration of the grant of rights and performance of the services by ATHLETE in connection with this Agreement, BUYER agrees to pay to ATHLETE the total net consideration as determined in the Blueprint Sports application and/or electronic platform.
(b) Union Fees. In addition to and separate from any other compensation, if BUYER uses any performance or service of ATHLETE hereunder in any way that is subject to the jurisdiction of any applicable artists' union, guild or other organization (including, without limitation, SAG and AFTRA), either during or after the Contract Period, BUYER shall pay directly to such organization all minimum payments or fees (for benefit plans or otherwise) required to be made with respect to ATHLETE's performance or services.
(c) Expenses. BUYER shall be responsible for all expenses associated with the performance of the Services and any Appearance by ATHLETE, including without limitation, travel, meals, service providers for any Appearances (e.g., photographers, video operators, technology service providers, make-up artists and stylists, etc.). Further, BUYER will be responsible for booking, arranging and paying any out of region travel for ATHLETE. BUYER shall coordinate with ATHLETE regarding all travel scheduling and all travel arrangements shall be approved in writing by ATHLETE prior to booking such travel arrangements.
(d) Delivery of Payment. All payments shall be executed through the Blueprint Sports application and/or electronic platform.
6. Intellectual Property.
All Materials and other work, ideas and creative content produced in whole or in part by or with the assistance or input of ATHLETE in connection with this Agreement (collectively, the “Work”), including advertising ideas, phrases or words, will be and remain the absolute and exclusive property of BUYER forever; provided, however, that nothing contained herein shall be interpreted to transfer any right, title or interest in or to any logos or other pre-existing intellectual property of ATHLETE, including the ATHLETE Identification, other than as specifically licensed herein. ATHLETE acknowledges that the Work is a work for hire and that ATHLETE does not now have, nor in the future will ATHLETE assert any right, title or interest of any kind or nature whatsoever in the Materials or the Work, or in or to any component part, element, character or characterization thereof, except as otherwise permitted in this Agreement. If, however, ATHLETE’s performance is not considered a work for hire, then ATHLETE hereby assigns all right, title and interest in the Work to BUYER. In addition to and without limiting BUYER’s other rights hereunder, it is understood that BUYER shall have the full and complete right, to broadcast, use, reproduce, publish, copyright, exhibit or otherwise exploit the Materials and other Work, and any versions, revisions or elements thereof, in any and all media now known or hereafter invented, throughout the world in perpetuity for the life of BUYER’s business, provided that any usage of ATHLETE Idenification shall be permitted only throughout the Contract Period.
During the Contract Period, BUYER shall have the right to receive a autographs from ATHLETE as determined in the Blueprint Sports application and/or electronic platform. The exact items shall be typical for sports autographs, shall not conflict with any sponsor of ATHLETE and shall be reasonably approved by ATHLETE in writing. For clarity, BUYER shall be responsible for the expense and timely provision of the merchandise for autographs.
Anything herein to the contrary notwithstanding, it is understood that BUYER shall not have the right to affix or attach ATHLETE Identification in any manner to any BUYER products or services (including, without limitation, Products) themselves. During the Contract Period or thereafter, BUYER understands that it does not have the right to, and agrees that it will not, file any application for trademark registration or otherwise obtain or attempt to obtain ownership of any trademark or trade name within the Contract Territory or in any other country of the world which consists of ATHLETE Identification or any mark, design or logo intended to make reference to ATHLETE or to identify products or Products endorsed by ATHLETE.
The BUYER and ATHLETE shall both use commercially reasonable efforts to schedule the times and places of ATHLETE's services on behalf of the BUYER so as to meet the reasonable needs of the BUYER while not unreasonably conflicting with other previously scheduled commitments of ATHLETE. BUYER understands that if services are requested hereunder, such services may be coordinated with similar services for others entitled to the use of ATHLETE Identification in other connections. BUYER further understands that failure to utilize services of ATHLETE pursuant to this section shall not result in any reduction in payments to ATHLETE hereunder, nor may the obligation to provide services be carried past the Contract Period. The obligations of ATHLETE to provide the services (including the Appearances) of ATHLETE hereunder are subject to the condition that payments to ATHLETE are current and up to date.
10. Representation and Warranty. Each party hereto represents and warrants to the other as follows:
(a) it has the full power and authority to enter into this Agreement and to perform its obligations hereunder;
(b) its execution and delivery of and its performance under this Agreement have been duly authorized by all necessary corporate, limited liability company or other action (as applicable), and, to its knowledge, have not, do not and will not materially conflict with, violate, result in a breach or default of or otherwise materially adversely affect any rights of any third person, governing body or entity, whether now existing or hereafter arising or occurring;
(c) it will comply with all applicable laws, rules and regulation in the exercise of its rights and obligations hereunder; and
(d) this Agreement is a legal, valid and binding obligation of it, enforceable against it in accordance with its terms.
11. Contract Period and Termination.
(a) Contract Period. The term of this Agreement shall commence as determined on the Blueprint Sports application and/or electronic platform (the "Contract Period") unless earlier terminated as provided in this Agreement.
(i) Breach of this Agreement. If either BUYER or ATHLETE shall materially breach any of its obligations under the terms of this Agreement (including any non-payment), or under the terms of any other agreement between BUYER and ATHLETE, and if such material breach is not cured before thirty (30) days after the non-breaching party sends written notice of such material breach to the breaching party, then the non-breaching party shall have the right to terminate this Agreement effective immediately.
(ii) Bankruptcy. If BUYER shall become bankrupt or insolvent, or if BUYER's business shall be placed in the hands of a Receiver, Assignee or Trustee, whether by voluntary act of BUYER or otherwise, the Contract Period shall, at the option of ATHLETE, immediately terminate.
(iii) Effect of Termination. Termination of this Agreement by either party as provided herein shall be without prejudice to any other rights or remedies which such party may have against the other under this Agreement, at law, in equity or otherwise. In the event this Agreement is terminated by ATHLETE, all rights granted to BUYER hereunder shall immediately revert to ATHLETE. Furthermore, BUYER shall immediately and permanently cease all use of the ATHLETE Identification. Upon the expiration or termination of this Agreement, ATHLETE may grant to any
Blueprint Sports & Entertainment, LCC ATHLETEBUYER License and Services Agreement other entity the exclusive rights and opportunities granted to BUYER hereunder. From and after the termination or expiration of the Contract Period, all of the rights of BUYER to the use of ATHLETE Identification shall cease absolutely and BUYER shall not thereafter use or refer to ATHLETE Identification in advertising or promotion in any manner whatsoever. It is further agreed that following termination or expiration of the Contract Period, BUYER shall not advertise, promote, distribute or sell any item whatsoever in connection with the use of any name, figure, design, logo, trademark or trade name similar to or suggestive of ATHLETE Identification.
(iv) Survival. The following provisions of this Agreement shall survive the any termination or expiration hereof: 1, 6, 12, 14 and 18.
BUYER agrees to protect, indemnify and save harmless ATHLETE and/or ATHLETE’s agents from and against any and all expenses, damages, claims, suits, actions, judgments and costs whatsoever, including reasonable attorneys' fees, arising out of, or in any way connected with, (i) this Agreement, (ii) any material breach of this Agreement by BUYER, (iii) the negligence, actions, errors or omissions of BUYER or any of its employees or representatives, (iv) any infringement of the intellectual property rights of any third party related to any Materials produced hereunder, and (v) any claim or action for personal injury, death or otherwise involving alleged defects in BUYER's Products and/or Services.
BUYER and ATHLETE agree to protect, indemnify and save harmless Blueprint Sports & Entertianment, LLC and/or Blueprint Sports & Entertianment, LLC’s representatives, including but not limited to officers, employees, representatives and investors from and against any and all expenses, damages, claims, suits, actions, judgments and costs whatsoever, including reasonable attorneys' fees, arising out of, or in any way connected with, (i) this Agreement, (ii) any material breach of this Agreement by BUYER and/or ATHLETE, (iii) the negligence, actions, errors or omissions of BUYER and/or ATHLETE or any of their employees or representatives, (iv) any infringement of the intellectual property rights of any third party related to any Materials produced hereunder, and (v) any claim or action for personal injury, death or otherwise involving alleged defects in BUYER's Products and/or Services.
BUYER agrees to provide and maintain, at its own expense, general liability insurance and product liability insurance with limits of no less than $5,000,000 and within thirty (30) days from the date hereof, BUYER will submit to ATHLETE a fully paid policy or certificate of insurance naming ATHLETE and ATHLETE's agents as insured parties, requiring that the insurer shall not terminate or materially modify such without written notice to ATHLETE at least twenty (20) days in advance thereof.
IN NO EVENT (INCLUDING, BUT NOT LIMITED TO, ATHLETE’S DEFAULT HEREUNDER) SHALL ATHLETE BE LIABLE TO BUYER (OR ANY ENTITY CLAIMING THROUGH BUYER) FOR ANY AMOUNT IN EXCESS OF THE AMOUNTS ACTUALLY RECEIVED BY ATHLETE HEREUNDER, EXCLUDING THE REIMBURSEMENT OF EXPENSES. UNDER NO CIRCUMSTANCES WILL ATHLETE BE
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LIABLE TO BUYER OR ANY OTHER ENTITY FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY AND/OR PUNITIVE DAMAGES, OR FOR LOSS OF GOOD WILL OR BUSINESS PROFITS.
15. Force Majeure.
If, at any time during this Agreement, ATHLETE is prevented from or hampered or interrupted or interfered with in any manner whatever in fully performing his duties hereunder, by reason of any present or future statute, law, ordinance, regulation, order, judgment or decree, whether legislative, executive or judicial (whether or not valid), act of God, earthquake, fire, flood, epidemic, accident, explosion, casualty, lockout, boycott, strike, labor controversy (including but not limited to threat of lockout, boycott or strike), riot, civil disturbance, war or armed conflict (whether or not there has been an official declaration of war or official statement as to the existence of a state of war), invasion, occupation, intervention of military forces, act of public enemy, embargo, delay of a common carrier, inability without default on BUYER’s part to obtain sufficient material, labor, transportation, power or other essential commodity required in the conduct of its business; or by reason of any cause beyond his reasonable control; or by reason of any other cause of any similar nature (all of the foregoing being herein referred to as an “event of force majeure”), then ATHLETE’s obligations hereunder shall be suspended as often as any such event of force majeure occurs and during such periods of time as such events of force majeure exist and such non-performance shall not be deemed to be a breach of this Agreement.
16. Notices and Submissions.
(a) ATHLETE: ATHLETE hereby designates Blueprint Sports & Entertainment, LLC; 200 Hoover Avenue Unit 2001 Las Vegas, NV 89101; Telephone (702) 964-9815; email: firstname.lastname@example.org, as ATHLETE's authorized representative for all purposes hereunder. All notices, submissions, requests for approval and/or other communication hereunder to be made, obtained or delivered by BUYER to ATHLETE pursuant to this Agreement shall be delivered to said address free of all charges such as, for example, shipping charges and customs charges.
(b) BUYER: All notices, submissions and/or other communication to BUYER hereunder shall be directed to the contact as listed on the Blueprint Sports application and/or electronic platform and shall be delivered to said address free of all charges such as, for example, shipping charges and customs charges.
Except as required by law, neither party shall publicly disclose or publicize in any manner any of the specific terms of this Agreement, including, without limitation, the amount of consideration at any time.
18. General Terms.
(a) Waiver. The failure of either party at any time or times to demand strict performance by the other of any of the terms, covenants or conditions set forth herein shall not be construed as a continuing waiver or relinquishment thereof and each may at any time demand strict and complete performance by the other of said terms, covenants and conditions.
(b) Assignment. This Agreement shall bind and inure to the benefit of ATHLETE and the successors and assigns of ATHLETE. Nothing herein shall prevent ATHLETE from assigning the monetary benefits and other elements of this Agreement as he may so desire. The rights granted BUYER hereunder shall be used only by it and shall not, without the prior written consent of ATHLETE, be transferred or assigned to any other. In the event of the merger or consolidation of BUYER with or an acquisition of BUYER by any other entity, ATHLETE shall have the right to terminate the Agreement by so notifying BUYER in writing on or before sixty (60) days after ATHLETE has received notice of such merger or consolidation.
(c) Governing Law; Arbitration. This Agreement will be governed by, and its provisions enforced in accordance with, the laws of the State of Nevada, United States, without regard to its principles of conflicts of laws. In the event a dispute arises under this Agreement which cannot be resolved, such dispute will be submitted to arbitration and resolved by a single arbitrator (who will be a lawyer not employed by or associated with either party to this Agreement) in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. All such arbitration will take place at the office of the American Arbitration Association located in Las Vegas, Nevada. Each party is entitled to depose one (1) fact witness and any expert witness retained by the other party, and to conduct such other discovery as the arbitrator deems appropriate. The award or decision rendered by the arbitrator will be final, binding and conclusive and judgment may be entered upon such award by any court.
(d) Significance of Headings. Section headings contained herein are solely for the purpose of aiding in speedy location of subject matter and are not in any sense to be given weight in the construction of this Agreement. Accordingly, in case of any question with respect to the construction of this Agreement, it is to be construed as though such section headings had been omitted.
(e) No Joint Venture. This Agreement does not constitute and shall not be construed as constituting a partnership or joint venture between ATHLETE, BUYER and/or Blueprint Sports & Entertainment, LLC. Neither party shall have any right to obligate or bind the other party in any manner whatsoever, and nothing herein contained shall give, or is intended to give, any rights of any kind to any third person.
(f) Execution and Delivery. This instrument shall not be considered to be an agreement or contract nor shall it create any obligation whatsoever on the part of ATHLETE and BUYER, or either of them, unless and until it has been personally agreed to on the Blueprint Sports application and/or electronic platform by ATHLETE and by a representative of BUYER and a digital confirmation has been issued. Acceptance of the offer made herein is expressly limited to the terms of the offer.
(g) Entire Agreement. This Agreement, including all exhibits hereto, constitutes the entire understanding between the parties and cannot be altered or modified except by an agreement in writing signed by both parties. Upon its execution, this Agreement will supersede all prior statements or agreements, both written and oral. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.
The parties hereto have caused this Agreement to be digitally executed as of the date confirmed on the Blueprint Sports application and/or electronic platform.
END OF AGREEMENT.