On this page you will find what you need to know about using our services, interacting with us and our standard terms and conditions . Please see below for our:
Framework Services Agreement
STANDARD TERMS
These terms apply to our Services and Statements of Work
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Version 29 January 2025
This Footballco Framework Services Agreement applies to the Services provided by Footballco to Customer as described in each applicable SOW.
(each of Footballco and the Customer being a party and together Footballco and the Customer are the parties).
BACKGROUND
Footballco is the world’s leading football media company, built for the next generation of fans and conducts the business of providing services to other businesses.
The parties have agreed that Footballco shall supply services to the Customer on the terms set out in this Agreement and each SOW on a call-off basis.
THE PARTIES AGREE:
Definitions and interpretation
In this Agreement and each SOW:
Affiliate
means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with, another entity;
Bribery Laws
means the Bribery Act 2010 and associated guidance published by the Secretary of State for Justice under the Bribery Act 2010 and all other applicable United Kingdom laws, legislation, statutory instruments and regulations in relation to bribery or corruption and any similar or equivalent laws in any other relevant jurisdiction;
Business Day
means a day other than a Saturday, Sunday or bank or public holiday in England. Where the contracting Footballco entity is registered in the United States of America, Business Day means a day other than a Saturday, Sunday or bank or public holiday in the USA;
Confidential Information
means all knowledge, information or materials of whatever nature and in whatever form (whether oral or written) relating to the disclosing party or its business and made available or provided by or on behalf of the disclosing party to the recipient party before, on and/or after the date of this Agreement and any applicable SOW and all analyses and other documents prepared by or for the recipient party which contain or otherwise reflect any such information. It includes the terms of this Agreement and any applicable SOW, and information relating to: any and all (a) Intellectual Property Rights; (b) proprietary technology and products (including inventions whether patentable or not), including technical data, data record layouts, trade secrets, know-how, research, prototypes, improvements, processes, plans, designs, requirements, architecture, structures, models, methods, processes, product plans, databases and database tables, ideas or concepts, products, services, software, inventions, techniques, processes, developments, algorithms, formulas, technology, designs, schematics, drawings, engineering and hardware configuration information; and (c) business or financial statements and projections, product pricing and marketing, financial or other strategic business plans, subscriber numbers and forecasts, content providers identity and business mode;
Customer
means the party receiving the Services as given in each SOW;
Customer Materials
means any and all materials, specifications, documents, records, research, photography, audio and audio-visual material, logos, designs, software or other property (including all Intellectual Property Rights therein) belonging to or licensed by the Customer, which are provided to FootballCo by or on behalf of the Customer in connection with the provision of the Service;
Data Protection Laws
means, as applicable to either part and/or to : (a) the GDPR; (b) the Data Protection Act 2018; c) the Privacy and Electronic Communications (EC Directive) Regulations 2003; (d) any other applicable law relating to the processing, privacy and/or use of Personal Data; (e) any laws which implement or supplement any such laws; and (f) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;
Deliverables
means the goods ancillary to the supply of the Services to be supplied by Footballco to the Customer as detailed in the applicable SOW;
Footballco
means the entity providing the Services to the Customer as given in each SOW;
Footballco Background IPRs
means all Intellectual Property Rights that are owned by or licensed to Footballco and which are or have been developed independently of this Agreement (whether prior to the SOW Effective Date or otherwise) in each case either subsisting in the Deliverables or otherwise necessary or desirable to enable the Customer to receive and use the Services and the Deliverables;
Force Majeure Event
means any event beyond either party’s control including acts of God, epidemic, pandemics, inclement weather, fire, flood, drought, lightning, natural catastrophe, acts of central or local government or international or national regulatory authority, national emergencies, riots, internet or ISP failure or outages, and war or warlike operations;
Good Industry Practice
means the exercise of that degree of professionalism, skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced person or company engaged in the same type of activity under the same or similar circumstances;
Intellectual Property Rights
means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
IO
means a Footballco insertion order for advertising inventory
Modern Slavery Policy
means Footballco’s anti-slavery and human trafficking policy in force and notified to the Customer from time to time;
Performance Location
means the location set out in a SOW at which Footballco shall perform, or procure the performance of, the Services;
Fees
means the price of any of the Services determined under clause 10 and the applicable SOW;
Services
means, as the context permits, (i) the services listed in Schedule 1, or (ii) the services supplied to the Customer by Footballco pursuant to a SOW together with the Deliverables (where the context permits);
Statement of Work (or SOW)
means the detailed activities, timetable, dependencies and sequence of events which Footballco shall perform, or procure the performance of, when delivering the Services agreed between the parties;
SOW Effective Date
means the date specified on each SOW on which Footballco commences to provide the Services to the Customer;
SOW End Date
means the date specified on each SOW on which Footballco finishes to provide the Services to the Customer;
Footballco Personnel
means all employees, officers, staff, other workers, agents and consultants of Footballco, its Affiliates and any of their subcontractors who are engaged in the performance of the Services from time to time;
Term
has the meaning set out in clause 2;
VAT
means value added tax, as defined by the Value Added Tax Act 1994; and
In this Agreement and any applicable SOW:
1. 1. a reference to this Agreement includes its schedules, appendices and annexes (if any);
1.1. a reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns;
1.2. a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;
1.3. a reference to a gender includes each other gender;
1.4. words in the singular include the plural and vice versa;
1.5. any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
1.6. the background section and any clause, schedule or other headings in this Agreement and any applicable SOW are included for convenience only and shall have no effect on the interpretation of this Agreement and any applicable SOW; and
1.7. a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time.
Commencement and term
2.1. This Agreement shall be valid for the duration of any active SOWs between Foootballco and the Customer (the “Term”).
2.2 Each SOW shall commence on the SOW Effective Date and expire upon (i) full delivery of the Services and Deliverables of the SOW, or (ii) the SOW End Date.
Customer obligations
3.1. During the Term, Footballco agrees to supply, and the Customer agrees to purchase Services on the terms set out in this Agreement and any applicable SOW.
3.2. The Customer shall at all times and in all respects:
3.2.1 perform its obligations in accordance with the terms of this Agreement and any applicable SOW;
3.2.2 comply with the Footballco Modern Slavery and Anti-Bribery policies provided by Footballco to the Customer from time to time;
3.2.3.comply with any additional or special responsibilities and obligations of the Customer specified in each SOW;
3.2.4. pay the Fees for the Services and the Milestone Payments in accordance with the provisions of clause 10 and the terms of the SOW;
3.2.5. co-operate with Footballco in all matters arising under this Agreement and any applicable SOW, or otherwise relating to the performance of the Services;
3.2.6. make the Performance Location accessible to Footballco and the Footballco Personnel as may be necessary for Footballco to perform the Services and otherwise comply with its obligations under this Agreement and any applicable SOW;
3.2.7. provide the Customer Materials, and all other information, documents, materials, data or other items necessary for the provision of the Services, to Footballco in a timely manner;
3.2.8. inform Footballco in a timely manner of any matters (including any health, safety or security requirements) which may affect the provision of the Services or the performance of any SOW;
3.2.9. ensure that all tools, equipment, materials or other items provided to Footballco for the provision of the Services are suitable for the performance of the Services, in good condition and in good working order; and
Exclusivity
4.1. Nothing in this Agreement shall restrict Footballco from supplying any services which are the same as or similar to the Services to other customers.
Statement of Work (SOW)
5.1. Subject to clause 5.4, the Customer and Footballco may enter into a a written order for Services substantially in the form set out in Schedule 2 or in any other form that the parties may agree in writing from time to time, provided always that where the Services are Services of the type which require the parties to agree a Statement of Work then that Statement of Work shall first be agreed by the parties.
5.2. No variation to an SOW shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of Footballco and the Customer.
5.3. Each SOW shall form part of and be interpreted in accordance with the provisions of this Agreement.
Performance of the services
6.1. If applicable, each SOW shall specify the Performance Location and the Customer shall make such premises fully available for Footballco and the Footballco Personnel.
6.2. Time of performance shall not be of the essence. Footballco shall use its reasonable endeavours to perform the Services in accordance with any commencement or end dates specified for performance in the corresponding SOW. Services which do not have specified commencement or end dates shall be performed by Footballco within a reasonable period of time.
6.3. Footballco shall not be liable for any delay or failure in completion of the Services caused by:
6.3.1. the Customer’s failure to make the Performance Location available (if applicable);
6.3.2. the Customer’s failure to provide Footballco with adequate instructions for supply and completion of the Services;
6.3.3. the Customer’s failure to comply with the Footballco policies;
6.3.4. the Customer’s failure to supply the Customer Materials in a timely manner; or
6.3.5. a Force Majeure Event.
Contract management and approvals
7.1. Each party shall appoint a Contract Manager to act as the main point of contact for the other party in respect of all day-to-day matters relating to the supply of the Services.
7.2. Footballco shall where reasonable (including taking into account the nature of the particular Deliverable), submit to the Customer each Deliverable, in accordance with the relevant SOW, for written approval, email sufficing, (such approval not to be unreasonably withheld, conditioned or delayed) (an "Initial Submission") by the Delivery Deadline set out in the relevant SOW.
7.3. The Customer must approve the Deliverables by the Approval Deadline. If the Customer does not approve materials at their Initial Submission, the Customer shall have two rounds of consolidated amendments included within the Fees (an “Offline Amendment”) and may request FootballCo submit to the Customer alternative such materials for written approval within forty-eight (48) hours of submission (email sufficing) by the Customer (such approval not to be unreasonably withheld, conditioned or delayed). If such alternative materials still do not receive the written approval (email sufficing) of the Customer, any further amendments and submission to the Customer of further alternative materials shall be charged to the Customer in accordance with Footballco’s rate card.
7.4. The parties agree and acknowledge that in certain circumstances, the Customer may be required to provide feedback within a shorter period and, under such circumstances, Customer shall reasonably cooperate with Footballco in order to meet any such timelines. In the event that Footballco does not receive feedback within the determined shorter time period, then the feedback will be deemed not given and such delay shall not constitute a breach of this Agreement and/or the SOW by Footballco.
7.5. Without prejudice to FootballCo's obligations pursuant to this Agreement, during the Term, FootballCo shall advise the Customer of any material changes in plans, schedules or work-in-progress previously approved by the Customer in accordance with each SOW.
7.6. All Deliverables must be approved by the Customer, or where the Customer is an Agency, by the Advertiser before publication. Any approval from the Customer is deemed to include approvals from all third parties whose rights (including Intellectual Property Rights) are included in the Deliverables. Footballco will not amend the Deliverables once approved by the Customer, or the advertiser, as applicable, in accordance with the terms of this Agreement. If following final approval of the Deliverables, the Customer does request further amendments to the Deliverables by Footballco, the parties agree and acknowledge that this shall be considered a redelivery of the Services by Footballco (“Redelivery”) and shall incur additional charges in accordance with Footballco’s rate card.
Warranties
8.1. The Customer warrants that:
8.1.1. it has the right, power and authority to enter into this Agreement and any applicable SOW, and grant to Footballco the rights (if any) contemplated in this Agreement and any applicable SOW; and
8.1.2. the Customer Materials and all other information, documents, materials, data or other items provided by the Customer pursuant to this Agreement and any applicable SOW, do not infringe the Intellectual Property Rights of any third party.
8.1.3. it has all necessary licences, consents, approvals, permissions, permit, rights and authorisations to permit Footballco (and its subcontractors and personnel) to attend such events, premises and locations as may be necessary for Footballco to provide the Services and the Deliverables to the Customer in accordance with this and each SOW Agreement;
8.1.4. it is entitled to licence the Customer Materials to Footballco pursuant to this Agreement and each SOW, and it is and will remain duly authorised throughout the Term;
8.1.5 should the Customer Materials contain any third-party contribution, it will obtain all necessary permission to include such contribution in the Customer Materials and its exploitation as envisaged by this Agreement and each SOW, and therefore Footballco will not need to obtain or pay for any third-party consents or permissions in order to use the Customer Materials in accordance with this Agreement and each SOW; and
8.1.6. the Customer Materials:
8.1.6.1 are accurate, complete and true;
8.1.6.2. are the Customer’s own original content and will not have been copied;
8.1.6.3. are not defamatory;
8.1.6.4. comply with all laws, codes of practice and regulations, especially advertiser industry laws; and
8.1.6.5. will not contain any viruses, bugs or other form of defect or contamination which will cause damage to otherwise impair any digital platforms on which the Deliverables may be delivered pursuant to the exploitation of rights granted herein.
8.2. Footballco warrants that:
8.2.1. the Services shall be performed in accordance with Good Industry Practice;
8.2.2. the Services performed and the Deliverables supplied shall be free from material defects at completion; and
8.2.3. the Deliverables pursuant to a SOW pursuant do not infringe the Intellectual Property Rights of any third party.
8.3. Subject to the provisions of clause 8.4, Footballco shall, at its option, remedy, re-perform or refund the Price of any Services or Deliverables that do not comply with clause 8.2, provided that the Customer serves a written notice on Footballco that some or all of the Services or Deliverables (as the case may be) do not comply with clause 8.2, and identifying in sufficient detail the nature and extent of the defects within five (5) Business Days of completion.
8.4. Footballco shall not be liable for any failure of the Services or the Deliverables to comply with the provisions of clause 8.2 where the same arises directly or indirectly and whether in whole or in part as a result of:
8.4.1. a breach by the Customer of any of its obligations under this Agreement and/or a SOW;
8.4.1. an event of Force Majeure;
8.4.2. any design, specification or requirement of the Customer; or
8.4.3. use of the Customer Materials.
8.5. Except as set out in this clause 8:
8.5.1. Footballco gives no warranty and makes no representations in relation to the Services; and
8.5.2. Footballco shall have no liability for any non-compliance with the warranty in clause 8.2.
8.6. The Customer acknowledges that Footballco is not and cannot be aware of the extent of any potential loss or damage to the Customer resulting from any failure of the Services to conform to the specification or any failure by Footballco to discharge its obligations under this Agreement and/or a SOW.
8.7. The provisions of this clause 8 set out the Customer’s sole and exclusive remedies (howsoever arising, whether in contract, tort, negligence or otherwise) for any breach of clause 8.2 or for any other error or defect in the Deliverables or defective performance of the Services.
Suspension of services
9.1. If, in relation to an SOW, the Customer is in breach of any of its obligations under this Agreement and/or a SOW, or if Footballco is prevented or delayed in performing the Services for any reason attributable to the Customer, its Affiliates, employees, agents, representative or subcontractors, then Footballco (without prejudice to its other rights):
9.1.1. may suspend performance of the Services under an SOW until such time as the Customer fully remedies its breach or default;
9.1.2. shall not be liable for any losses, damages, costs and expenses incurred by the Customer as a result of such suspension; and
9.1.3. shall recover from the Customer all losses, damages, costs and expenses incurred by Footballco arising from the Customer’s breach of default.
Fees
10.1 The Prices payable by the Customer in respect of each SOW are contained in the applicable SOW.
10.2. The Prices are exclusive of VAT (or equivalent sales tax, if applicable).
10.3. Where the Prices are calculable on a time and materials basis, Footballco will keep time sheets showing the hours worked by each of Footballco Personnel in respect of the provision of the corresponding Services.
10.4. Footballco will be entitled to be reimbursed by the Customer for all out-of-pocket expenses (including travelling and entertainment expenses but not parking fines or road traffic offence fines) incurred by Footballco and the Footballco Personnel in the proper provision of the Services, subject to prior written approval by the Customer.
Payment
11.1. Footballco may issue its invoice in respect of a SOW at any time after the SOW is executed or, where the SOW specifies milestone payments, Footballco may issue its invoices for milestone payments upon the achievement of the corresponding milestone.
11.2. The Customer shall pay all invoices in full in cleared funds within thirty (30) Business Days of the date of each invoice unless otherwise specified in the applicable SOW.
11.3. The Customer shall pay any applicable VAT (or equivalent sales tax, if applicable) to Footballco on receipt of an invoice.
11.4. Time of payment is of the essence. Where sums due hereunder are not paid in full by the due date:
11.4.1. Footballco may, without limiting its other rights, charge interest on such sums at 3% a year above the base rate of the Bank of England from time to time in force; and
11.4.2. interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment.
Data protection
12.1 Each party agrees that, in the performance of their respective obligations under this Agreement and any relevant SOW, it shall comply with all applicable Data Protection Laws.
12.2. To the extent that a SOW involves the processing of Personal Data (as defined by Data Protection Laws), the parties agree to enter into a Data Processing Agreement.
Intellectual property rights
13.1. All Intellectual Property Rights belonging to a party (which, where the Customer is an Agency, includes the Advertiser) on or prior to the SOW Effective Date will continue to belong to that party so that Footballco and its licensors shall retain ownership of all Footballco Background IPRs and the Customer and its licensors shall retain ownership of all Customer Materials.
13.2. The Customer grants FootballCo a fully paid-up, irrevocable, worldwide, exclusive, royalty-free, sublicensable licence to use, copy, adapt, alter, modify and exploit the Customer Materials and the Deliverables for the following purposes: (i) on the Footballco network in perpetuity for distribution purposes if applicable under an SOW; (ii) providing the Services to the Customer during the Term; (iii) in Footballco's own promotional and marketing materials and activity; and (iv) in the case of the Customer Materials, creating, developing and delivering the Deliverables in accordance with this Agreement and any applicable SOW, provided that Footballco shall comply at all times with any reasonable and universally applicable brand guidelines provided by the Customer to Footballco from time to time in advance.
13.3. The Customer represents, warrants and undertakes that it has good title to all Customer Materials and all other material it provides to Footballco under this Agreement and any applicable SOW, for the purposes of the Services. Save to any Footballco Background IPRs subsisting in the Deliverables, Footballco hereby irrevocably and unconditionally assigns to the Customer (by way of present assignment of present and future rights) with full title guarantee absolutely and free from all encumbrances all right, title and interest in and to any and all Intellectual Property Rights in or relating to any and all Deliverables. For the avoidance of doubt, the assignment under this clause 13.3 shall take effect from the date on which the relevant Deliverable was or is created, developed or produced. Insofar as such rights do not so vest automatically by operation of law or under this Agreement and any applicable SOW, Footballco holds all such Intellectual Property Rights on trust for the Customer and the Customer shall have a world-wide, royalty-free, irrevocable, sub-licensable and transferable licence under those Intellectual Property Rights and to use the Assigned Materials for any purpose.
13.4. In relation to any Deliverables or parts of them which are not assigned (including third party materials and/or Footballco Background IPRs), Footballco grants the Customer, or shall procure the direct grant to the Customer of, a limited, non-exclusive, non-transferable, non-assignable, non-sublicensable, revocable licence to use (but, for the avoidance of doubt, not to modify or amend or sublicense the use of) the same solely in the form provided to the Customer and solely to the extent necessary for the purpose of receiving and using the Services and the Deliverables. The Customer shall comply with any licence terms in relation to such Deliverables as Footballco may notify to it from time to time.
Limitation of liability
14.1. The extent of Footballco’s liability under or in connection with this Agreement and any applicable SOW (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 14.
14.2. Subject to clause 14.5, in any twelve-month period: Customer’s maximum liability to Footballco under this Agreement will be the greater of (i) the Fees paid or payable under each applicable SOW, or (ii) one million pounds (GBP 1,000,000). Footballco’s maximum liability to the Customer will be the Fees payable under the applicable SOW.
14.3. Subject to clause 14.5, neither party shall be liable for any consequential, indirect or special loss.
14.4. Subject to clause 14.5, neither party shall be liable for any of the following (whether direct or indirect):
a) loss of profit;
b) loss of revenue;
c) loss or corruption of data;
d) loss or corruption of software or systems;
e) loss or damage to equipment;
f) loss of use;
g) loss of production;
h) loss of contract;
i) loss of commercial opportunity;
j) loss of savings, discount or rebate (whether actual or anticipated); and/or
k) harm to reputation or loss of goodwill.
14.5. Notwithstanding any other provision of this Agreement, neither party’s liability shall be limited in any way in respect of the following: clause 15.6, death or personal injury caused by negligence; fraud or fraudulent misrepresentation; any other losses which cannot be excluded or limited by applicable law.
Indemnity
15.1. Footballco shall indemnify the Customer for any losses, damages, liability, costs and reasonable expenses (including professional fees) incurred by it as a result of any action, demand or claim that the provision of the Services or Deliverables infringes the Intellectual Property Rights of any third party (an IPR Claim).
15.2. In the event that the Customer receives notice of any IPR Claim, it shall:
15.2.1. notify Footballco in writing as soon as reasonably practicable;
15.2.2. not make any admission of liability or agree any settlement or compromise of the IPR Claim without the prior written consent of Footballco (such consent not to be unreasonably withheld or delayed);
15.2.3. let Footballco at its request and own expense have the conduct of or settle all negotiations and litigation arising from the IPR Claim at its sole discretion provided that if Footballco fails to conduct the IPR Claim in a timely or proper manner the Customer may conduct the IPR Claim at the expense of Footballco;
15.2.4. take all reasonable steps to minimise the losses that may be incurred by it or by any third party as a result of the IPR Claim; and
15.2.5. provide Footballco with all reasonable assistance in relation to the IPR Claim (at the Customer’s expense) including the provision of prompt access to any relevant premises, officers, employees, contractors or agents of the Customer.
15.3. If any IPR Claim is made or is reasonably likely to be made, Footballco may at its option:
15.3.1. procure for the Customer the right to continue receiving the relevant Services or using and possessing the relevant Deliverables; or
15.3.2. re-perform the infringing part of the Services or modify or replace the infringing part of the Deliverables so as to avoid the infringement or alleged infringement, provided the Services or Deliverables remain in conformance to the SOW.
15.4. Footballco’s obligations under clause 15.1 shall not apply to Deliverables modified or used by the Customer other than in accordance with this Agreement, the applicable SOW or Footballco’s reasonable written instructions.
15.5. In respect of any indemnity given by either party under this Agreement, the party which receives the benefit of the indemnity shall take all reasonable steps so as to reduce or mitigate the loss covered by the indemnity.
15.6. The Customer shall indemnify FootballCo, its Affiliates and their respective officers, directors and employees ("Indemnitees") from and against any and all losses, demands, claims, damages, costs, reasonable expenses and liabilities suffered or incurred, directly or indirectly, by Indemnitees in connection with any claim that the use by Indemnitees of the Customer Materials and other material the Customer provides to FootballCo under this Agreement and/or a SOW for the purposes of the Services infringes, or allegedly, infringes, the rights, including Intellectual Property Rights, of a third party.
Termination
16.1. Without affecting any other right or remedy available to it:
16.1.1. either party may terminate this Agreement and any SOW immediately by giving written notice to the other party if: (i) the other party commits a material breach of any term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified to do so by the non-defaulting party; (ii) or if, in respect of the other party, a receiver is appointed, the other party petitions under any bankruptcy legislation or is adjudicated as bankrupt, or is declared as insolvent, or makes an assignment for the benefit of creditors or any insolvency procedure is instituted or occurs or any analogous demand, appointment or procedure is instituted or occurs in relation to the other party;
16.1.2. if FootballCo ceases (whether temporarily or permanently) to conduct business in its ordinary course it may terminate this Agreement and any SOW by giving fifteen (15) calendar days notice to the Customer.
16.1.3. Without affecting any other right or remedy available to it, FootballCo may terminate the Agreement with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Agreement on the due date for payment.
16.2. On termination of this Agreement for any reason:
16.2.2. Footballco shall immediately stop the performance of all Services unless expressly requested otherwise in relation to all or part of the Services by the Customer in writing;
16.2.3. Footballco shall promptly invoice the Customer for all Services performed but not yet invoiced;
16.2.4. without prejudice to any additional obligations under Data Protection Laws and any applicable DPA, the parties shall within five Business Days return any materials of the other party then in its possession or control; and
16.2.5. all rights granted to the Customer under this Agreement or any SOW shall immediately cease.
16.3. The following clauses of this Agreement shall survive termination, howsoever caused:
a) clause 8 (warranty);
b) clause 12 (data protection);
c) clause 14 (limitation of liability);
d) clause 15 (indemnity);
e) clause 16.3 (consequence of termination);
f) clause 17 (non-solicitation)
g) clause 18 (confidential information);
h) clause 23 (notices);
i) clause 35 (third party rights); and
j) clause 36 (governing law and jurisdiction)
together with any other provision of this Agreement and/or a SOW which expressly or by implication is intended to survive termination.
Non-solicitation
17.1. In order to protect the legitimate business interests of Footballco, during a two year period from the SOW End Date, the Customer shall not, either directly or indirectly solicit, entice or induce, or endeavour to solicit, entice or induce, any person employed or engaged by Footballco at any time during theTerm (a “Restricted Person”) with a view to employing or engaging the Restricted Person without the prior written consent of Footballco.
17.2. Notwithstanding clause 17.1 the Customer may employ or engage a Restricted Person of Footballco who has responded directly to a bona fide recruitment drive either through a recruitment agency engaged by the other party or via an advertisement placed publicly by the Customer (either in the press, social media, online or in trade and industry publications).
17.3. The provisions in this clause 17 shall be without prejudice to a party’s ability to seek damages or claim injunctive relief.
Confidential information
18.1. Subject to clause 18.2, each party undertakes that it will not at any time during the Term and thereafter use, divulge or communicate to any person (except to its professional representatives or advisers and any employees, agents or subcontractors who need to know such information for the performance of this Agreement and each SOW, and provided that such party shall inform each of them of, and procure their compliance with, the terms of this clause 18), any Confidential Information concerning the other party or any of its Affiliates which may have or may in the future come to its knowledge. Neither party shall use any such Confidential Information except for the performance of this Agreement and each SOW.
18.2. The obligation of confidentiality contained in clause 18.1 shall not apply or (as the case may be) shall cease to apply to Confidential Information which: (a) at the time of its disclosure by the disclosing party is already in the public domain, or which subsequently enters the public domain, other than by breach of this Agreement by the receiving party; (b) is already known to the receiving party (as evidenced by written records) at the time of its disclosure by the disclosing party and was not otherwise acquired by the receiving party from the disclosing party under any obligations of confidence; (c) is at any time after the date of this Agreement and/or a relevant SOW acquired by the receiving party from a third party having the right to disclose the same to the receiving party without breach of obligation owed by that third party to the disclosing party; (d) is required to be disclosed by applicable laws or order of a court of competent jurisdiction or government department or agency, provided that prior to such disclosure the receiving party shall, wherever possible and permitted by applicable laws, advise the disclosing party of the proposed form of the disclosure; (e) is independently developed by the receiving party without reference to the Confidential Information of the disclosing party; or (f) the disclosing party informs the receiving party in writing is not Confidential Information.
18.3. The provisions of this clause 18 shall survive termination or expiry of this Agreement and/or any applicable SOWs.
Anti-bribery
19.1. For the purposes of clause 19 the expressions ‘adequate procedures’ and ‘associated with’ shall be construed in accordance with the Bribery Act 2010 and guidance published under it.
19.2. The Customer shall ensure that it and each person referred to in clauses 19.2.1 to 19.2.3 (inclusive) does not, by any act or omission, place Footballco in breach of any Bribery Laws. The Customer shall comply with all applicable Bribery Laws, ensure that it has in place adequate procedures to prevent any breach of clause 19 and ensure that:
19.2.1. all of the Customer’s personnel and all direct and indirect subcontractors, suppliers, agents and other intermediaries of the Customer;
19.2.3. all others associated with the Customer; and
19.2.4. each person employed by or acting for or on behalf of any of those persons referred to in clauses 19.2.1 and/or 19.2.2, involved in connection with this Agreement and any applicable SOW, so comply.
19.3. Without limitation to clause 19.2, the Customer shall not in connection with the performance of the Services and/or this Agreement make or receive any bribe (which term shall be construed in accordance with the Bribery Act 2010) or other improper payment or advantage, or allow any such to be made or received on its behalf, either in the United Kingdom or elsewhere, and will implement and maintain adequate procedures to ensure that such bribes or improper payments or advantages are not made or received directly or indirectly on its behalf.
19.4. The Customer shall immediately notify Footballco as soon as it becomes aware of a breach of any of the requirements in this clause 19.
19.5. Any breach of clause 19 by the Customer shall be deemed a material breach of this Agreement that is not remediable and shall entitle Footballco to immediately terminate this Agreement and/or any SOW by notice under clause 16.
Modern slavery
20.1. The Customer undertakes, warrants and represents that:
20.1.1. neither the Customer nor any of its officers, employees, agents or subcontractors has:
a) committed an offence under the Modern Slavery Act 2015 (an MSA Offence); or
b) been notified that it is subject to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015; or
20.2. is aware of any circumstances within its supply chain that could give rise to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015;
20.3. it shall comply with the Modern Slavery Act 2015 and the Modern Slavery Policy
20.4. its responses to Footballco’s modern slavery and human trafficking due diligence questionnaire are complete and accurate; and
20.5. it shall notify Footballco immediately in writing if it becomes aware or has reason to believe that it, or any of its officers, employees, agents or subcontractors have breached or potentially breached any of the Customer’s obligations under Clause 20. Such notice to set out full details of the circumstances concerning the breach or potential breach of the Customer’s obligations.
20.6. Any breach of clause 20.1 by the Customer shall be deemed a material breach of the agreement and shall entitle Footballco to terminate the Agreement in accordance with clause 16.
Force majeure
21.1. If either party is prevented, hindered or delayed from or in performing any or all of its obligations under this Agreement and any applicable SOW by a Force Majeure Event, then: (i) the affected party shall use reasonable endeavours to mitigate the effects of the Force Majeure Event upon the performance of its obligations under this Agreement and any applicable SOW; and (ii) that party’s obligations under this Agreement and any applicable SOW shall be suspended (and that party shall have no liability in respect of the performance of such obligations) for so long as the Force Majeure Event continues. If the Force Majeure Event prevents, hinders or delays the affected party's performance of its obligations under this Agreement and any applicable SOW, for a continuous period of more than thirty (30) days, the party not affected by the Force Majeure Event may terminate this Agreement and any applicable SOW, on giving no less than ten (10) Business Days' written notice to the affected party.
Entire agreement
22.1. The parties agree that this Agreement and the SOWs entered into pursuant to it constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
21.2. Each party acknowledges that it has not entered into this Agreement and the SOWs entered into pursuant to it in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this Agreement and the SOWs entered into pursuant to it. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in this Agreement.
Notices
23.1. Any notice given by a party under this Agreement shall:
a) be in writing and in English;
b) be signed by, or on behalf of, the party giving it; and
c) be sent to the relevant party at the address set out in the relevant SOW.
23.2. Notices may be given, and are deemed received:
a) by hand: on receipt of a signature at the time of delivery;
b) by local post: at 9.00 am on the second Business Day after posting;
c) by international post: at 9.00 am on the fourth Business Day after posting; and
d) by email: on receipt of a read receipt email from the correct address.
All references to time are to the local time at the place of deemed receipt.
23.3. Any change to the contact details of a party as set out in each SOW shall be promptly notified to the other Party from time to time.
23.4. This clause does not apply to notices given in legal proceedings or arbitration.
Announcements
24.1. No announcement or other public disclosure concerning this Agreement and any applicable SOW, or any of the matters contained in it shall be made by, or on behalf of, a party without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed).The parties shall consult on the form and content of any such announcement or other public disclosure, as well as the manner of its release.
Variation
25.1. No variation of this Agreement shall be valid or effective unless it is in writing, refers to this Agreement and is duly signed or executed by, or on behalf of, each party.
Assignment
26.1. No party shall without the prior written consent of the other parties assign, sublicence (except as provided in this agreement) or otherwise dispose of the agreement in whole or part or sub contract any duties, obligations or rights under the agreement to any third party (such consent not to be unreasonably withheld or delayed). However, any party may assign the agreement in part or in full to any member of a parties’ company group. In the event of an acquisition of all or part of any parties business to which the agreement relates, a party may assign the agreement, in whole or in part, to the purchaser of such business without the other parties prior consent.
No partnership or agency
27.1. The parties are independent businesses and are not partners, principal and agent or employer and employee and this Agreement and any applicable SOW does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.
Equitable relief
28.1. Each party recognises that any breach or threatened breach of this Agreement and any applicable SOW may cause the other party irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to the other party, each party acknowledges and agrees that the other party is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.
Severance
29.1. If any provision, or part of a provision, of this Agreement, is found by any court or authority of competent jurisdiction to be illegal, invalid or unenforceable, that provision or part-provision shall be deemed not to form part of this Agreement, and the legality, validity or enforceability of the remainder of the provisions of this Agreement shall not be affected, unless otherwise required by operation of applicable law.
Waiver
30.1. The failure to exercise, or delay in exercising, a right, power or remedy provided by this Agreement or by law shall not constitute a waiver of that right, power or remedy. If a party waives a breach of any provision of this Agreement, this shall not operate as a waiver of a subsequent breach of that provision, or as a waiver of a breach of any other provision.
Compliance with law
31.1. Each party shall comply and shall (at its own expense unless expressly agreed otherwise) ensure that in the performance of its duties under this Agreement and any applicable SOW, its employees, agents and representatives will comply with all applicable laws and regulations, provided that neither party shall be liable for any breach of this clause to the extent that such breach is directly caused or contributed to by any breach of this Agreement and any applicable SOW by the other party (or its employees, agents and representatives).
Order of Precedence
32.1. In the event of any conflict or inconsistency between different parts of this Agreement and any applicable SOW, the following descending order of priority applies:
32.1.1. the terms and conditions in the main body of this Agreement and any applicable DPA entered into by the parties;
32.1.2. the other Schedules; and
32.1.3. the SOW.
32.2. Subject to the above order of priority between documents, later versions of documents shall prevail over earlier ones if there is any conflict or inconsistency between them.
Counterparts
33.1. This Agreement and any applicable SOW, may be signed in any number of separate counterparts, each of which when signed and dated shall be an original, and such counterparts taken together shall constitute one and the same agreement.
Costs and expenses
34.1. Each party shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of this Agreement (and any documents referred to in it).
Third party rights
35.1. Except as may be expressly provided in this Agreement, no one other party to this Agreement has or shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of this Agreement.
Governing law and Jurisdiction
36.1.This Agreement and any dispute or claim arising out of or in connection with it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England. The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement, its subject matter or formation (including non-contractual disputes or claims).
If the Footballco entity in the SOW is Footballco US Inc:
This Agreement and any dispute or claim arising out of or in connection with it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of the State of New York. The parties irrevocably agree that the courts of the State of New York shall have non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement, its subject matter or formation (including non-contractual disputes or claims).
AGREED by the parties on the date set out at the SOW.
Schedule 1SERVICES PROVIDED BY FOOTBALLCO
Footballco provides the below services:
Strategy Consultancy
Owned Media and Distribution
Third Party Media Buying
Talent Acquisition & Management
Paid Social Management
Events Management
Commercial Content Production and Design
Sponsored Content
Content Licensing
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1. Interpretation
1.1 Definitions
Affiliate: in relation to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party, for so long as that control exists.
Agreed Content: meansany content agreed between the parties to be created and or distributed in accordance with any Content Plan or any other agreed Contribution to be provided by a party.
Agreement: the agreement between the Partner and FootballCo for the creation of content and collaboration in accordance with the Contract Details and these Conditions.
Assigned Materials: any materials (if any) to be assigned identified in a Content Plan, excluding any Third-Party Materials and FootballCo IPRs;
Collection: the collection of merchandise to be created as specified in the Contract Details or Content Plan;
Conditions: these terms and conditions set out in clause 1 (Interpretation) to clause 14 (General) (inclusive).
Content Plan: any plan or agreement for the creation or distribution of any Agreed Content or other contributions for the collaboration and or as a result of any rights under this Agreement.
Contract Details: means the Collaboration Agreement Contract Details signed by the parties.
Contributions: means the contributions to be provided by FootballCo or the Partner pursuant to the Agreement, as described in the Contract Details and any agreed Content Plan including the Collection.
FootballCo IPRs: all Intellectual Property Rights that are owned by or licensed to FootballCo and which are or have been developed independently of this Agreement (whether prior to the Services Start Date or otherwise) in each case either subsisting in the Deliverables or otherwise necessary or desirable to enable the Customer to receive and use the Services and the Deliverables;
FootballCo Network: (i) the digital sports publishing web and app platforms owned or operated by FootballCo or its Affiliates; (ii) the digital platforms the advertising inventory of which FootballCo or its Affiliates has the right to sell to third-parties from time to time; and/or (iii) video advertising inventory on the FootballCo Player of which FootballCo or its Affiliates has the right to sell to third-parties from time to time;
FootballCo Platform: means any website, app, social media page, widget, or other digital platform or channel (or any other media or platform hereafter developed) which utilises or displays material of any kind using any brand owned or operated by FootballCo or any Affiliate of FootballCo (including, but not limited to Goal.com, Mundial, KOOORA.com, SPOX.com, Voetbalzon.nl and the NXGN and INDIVISA brands) including any social media channels owned, operated or controlled by FootballCo and any new social channel/s for created on YouTube, Instagram, TikTok, Spotify or any other media created for the sole purpose of distributing the Agreed Content.
Force Majeure: means an event or circumstance that is not within a Party’s reasonable control and materially affects the performance of this Agreement, such as, without limitation, revolution, civil commotion, riot, invasion, terrorist attack, act of public enemy, blockade, embargo, sabotage, war, threat of or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, pandemic or other natural physical disaster and power failure, or pandemic outbreaks.
Gross Revenue: means the payments received by FootballCo from direct sales in relation to the Collection, excluding any other fees for other services (e.g shipping costs).
Group: in relation to a company, that company, any subsidiary or holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Launch Date: the date specified in the Contract Details for when the collaboration is launched.
Licence Period: the period specified in the Term Sheet.
Net Revenue: means the Gross Revenue less all costs and any value added tax or other sales tax on them, any out of pocket expenses incurred by FootballCo in the production of such Collection, and any discounts or rebates.
Partner Materials: any and all materials, specifications, documents, records, research, photography, audio and audio-visual material, logos, designs, software or other property (including all Intellectual Property Rights therein and including for the avoidance of doubt including any Name, nickname, image, voice, likeness and other attributes that identify the Partner), belonging to or licensed by the Partner, which are provided to FootballCo by or on behalf of the Partner in connection with the provision of the Partner Contributions or any obligation under this Agreement.
Partner Social Media Channels: means any social media page, widget or digital platform or channel which is identified any Content Plan for distribution of Agreed Content including any promotional materials.
Platform: means any website, app, social media page, widget, or other digital platform or channel (or any other media or platform hereafter developed) which is identified in any Content Plan to distribute the Agreed Content (excluding the FootballCo Platform).
Revenue Share: the revenue share (if any) to be paid between the parties, as set out in the Contract Details and clause 10 of the Agreement.
Scheduled Appearances: means any appearance, shoot, event, time commitment or other engagement for Partner or any talent, player or other third party booked or arranged by the Partner under this Agreement or as otherwise agreed between the parties for the creation of Agreed Content.
Start Date: the date on which the Agreement commences, as set out in the Contract Details.
Third Party Materials: any (a) work or materials authored, created, supplied or performed by a third party, and (b) appearances by a third party (including members of the public who have given their permission to appear), either commissioned for, or used in relation to, the Contributions, including library images.
Term: has the meaning given in clause 2.1.
Territory: any territory specified in the Contract Details or a Content Plan.
2. Commencement and term
2.1 The Agreement shall commence on the Start Date and shall continue, unless terminated earlier in accordance with its terms, until the end of the Licence Period when it will automatically terminate (the ‘Term’).
3. Parties Responsibilities for Contributions
3.1 Each party shall supply the Contributions from the Start Date in accordance with the Contact Details and shall perform the Contributions in a professional manner and in accordance with: (i) good industry practice and using reasonable skill, care and diligence; (ii) the provisions of this Agreement; and (iii) any agreed Content Plan.
3.2 FootballCo shall be responsible for the distribution of any Agreed Content on the Platforms and or FootballCo Platform in accordance with this Agreement and any agreed Content Plan during the Term of the Agreement.
3.3 Partner shall be responsible for the distribution of any Agreed Content on the Partner Social Media Channels in accordance with this Agreement and any agreed Content Plan during the Term of the Agreement.
3.4 The Parties will use reasonable endeavours to ensure the initial Agreed Content is available for the Launch Date.
4. Content Plans, Approvals and Appearances
4.1 The Contributions shall be provided in accordance with the Agreement and any Content Plan agreed during the Term required for the Contributions in advance of delivery. The Partner shall not unreasonably withhold, condition or delay agreement to any Content Plan. Unless specified otherwise in the Contract Details or any Content Plan(s) will be agreed in the month preceding the delivery period to be covered by the plan.
4.2 Unless otherwise agreed between the parties, the Content will detail the Agreed Content to be provided, created or produced and or the Collection and may include but is not limited to:
(a) Details of the Collection to be developed and any additional promotional materials, including the type(s) (for example articles, images, videos) and length or amounts to be created or produced or any other Agreed Content;
(b) whether any Partner Materials other than the Contributions will be included, and the date by which the Partner must provide the Partner Materials (Partner Materials Delivery Date);
(c) the date by which the Contributions will be provided, created or produced and finalised;
(d) the date by which the Partner must accept or provide feedback on any Agreed Content; the period and on which Platforms or FootballCo Network Services will be provided or Agreed Content or Deliverables distributed;
4.3 Any Agreed Content shall be produced in accordance with a Content Plan created by FootballCo in consultation with and agreed with the Partner.
4.4 FootballCo shall have control over the content, format and other features of all FootballCo Content and Agreed Content, provided that FootballCo shall consult with the Partner in connection with any Content Plan and shall take the Partner’s reasonable feedback and requests into account in good faith (providing the Partner shall not unreasonably reject, condition or delay agreement to any Content Plan).
4.5 The Partner shall provide or procure the Partner Contributions and the provision of any Partner Materials required for any Agreed Content or otherwise as required for the provision of the Partner Contributions. The Partner shall be responsible for any consents or releases required for the use of any Partner Materials if reasonably necessary for FootballCo to use Partner Materials in accordance with a Content Plan or in any Agreed Content. This will include, if necessary, requesting any individuals within any Partner Materials to complete any necessary waiver. FootballCo shall provide or create any FootballCo Content required for the Agreed Content provided the Partner has agreed any necessary Content Plan and provided any necessary access rights, consents or approvals for its creation.
4.6 The Agreed Content shall be as set out in the Contract Details or as otherwise agreed between the parties from time to time within a Content Plan.
4.7 The parties may agree in writing any amendments to the Agreed Content or any Content Plans at any time. If any Agreed Content is to include any additional content or services not specified in the Contract Details this will be subject to the parties agreeing any additional fees or disbursements if applicable to the additional content before it is provided.
4.8 FootballCo shall provide reporting on views, impressions, engagements, and such other content performance analytics if specified in the Contract Details or as may be reasonably agreed between the parties, in each case solely in connection with the Agreed Content.
4.9 FootballCo shall submit to the Partner, the Agreed Content and the Collection designs, in accordance with the Contract Details or a Content Plan(an "Initial Submission"), for written approval by the Parter (email sufficing and such approval not to be unreasonably withheld, conditioned or delayed) within 5 Business Days or by any Delivery Deadline set out in a Content Plan.
4.10 Partner must approve the Agreed Content by the Approval Deadline. If the Partner rejects materials at their Initial Submission, the Partner shall have two rounds of consolidated amendments and may request FootballCo submit to the Partner alternative such materials for written approval within forty-eight (48) hours of submission (email sufficing) by the Partner (such approval not to be unreasonably withheld, conditioned or delayed). If such alternative materials still do not receive the written approval (email sufficing) of the Partner, any further amendments and submission to the Partner, will be subject to the parties agreeing final amendments to be made. If the Partner has not approved or rejected the Agreed Content or Collection designs by the Approval Deadline then approval will be deemed given.
4.11 The parties agree and acknowledge that in certain circumstances, the Partner may be required to provide feedback within a shorter period and, under such circumstances, the Partner shall fully cooperate with FootballCo in order to meet any such reasonable timelines (having regard to the nature of the Agreed Content) set by FootballCo in FootballCo’s sole discretion. In the event that FootballCo does not receive feedback within the specified reasonable time period, then the feedback will be deemed given.
4.12 Without prejudice to FootballCo's obligations pursuant to this Agreement, during the Term, FootballCo shall advise the Partner of any material changes in plans, schedules or work-in-progress previously agreed with the Partner in accordance with this Agreement.
4.13 Any approval from the Partner is deemed to include approvals from all third parties whose rights (including Intellectual Property Rights) are included in the Agreed Content (where provided or arranged by the Partner). FootballCo will not be required to amend the Agreed Content once approved by the Partner, as applicable, in accordance with the terms of this Agreement. If following final approval of the Agreed Content, the Partner does request further amendments to the Agreed Content by FootballCo, the parties agree and acknowledge that this shall be considered a redelivery of the Contributions by FootballCo (“Redelivery”) and FootballCo shall undertake further amendments at is sole discretion and if agreed any additional costs will be taken into account on the calculation of any Revenue Share.
4.14 Where the date, time or location (if applicable) of a Scheduled Appearances has been agreed between the parties, Partner shall use good faith efforts to ensure that attendance at any Scheduled Appearances; (b) that Scheduled Appearances are not rescheduled other than for good cause; and (c) that FootballCo is promptly notified in the case of any such rescheduling.
4.15 Subject to clause 4.3, clause 4.16 and clause 4.17, FootballCo shall have control over the scope, form and type of the content to be captured at a Scheduled Appearance (in each case, within reason), which in addition to participation in the recording and production of the content, may include other ancillary services such as interviews, meet and greets and signing merchandise provided by FootballCo.
4.16 At no time shall any term of this Agreement require any party or any individual talent, player or other third party to be involved in any content which is:
(a) demeaning, obscene, offensive or racist, or which would otherwise impugn the character of football, a league, or any player or manager or any employee of the parties or any football club or regulatory body; or
(b) dangerous or in any way could jeopardise or threaten the physical fitness of any individual.
4.17 FootballCo shall have control over the content, format and other features of the Agreed Content, provided that:
(a) FootballCo shall consult with the Partner in connection with any Content Plan prior to a Scheduled Appearance, and shall take Partner’s reasonable feedback and requests into account in good faith (providing Partner shall not unreasonably reject, condition or delay and agreement to any Content Plan); and
(b) The Content Plan shall not require the Partner or any third party contributor arranged by the Partner to endorse any third party products or services without the prior approval (as applicable), provided that nothing in this agreement shall restrict FootballCo from procuring or permitting third party advertising or branding appearing in or around the Agreed Content, or requiring Partner or any third party contributor to feature in any content which is produced or published in collaboration with any third party provided that such collaboration does not conflict with the terms of this agreement or any of the Partner or any third party contributor then-current endorsements (provided the Partner or any third party contributor (as applicable), provides FootballCo with notice by the later of (a) 30 days in advance of a Scheduled Appearance or (b) promptly upon learning of the identity of such third party.
5. Partner obligations
5.1 The Partner shall:
(a) provide reasonable co-operation to FootballCo in all matters relating to the Contributions and require any relevant third parties to co-operate with FootballCo;
(b) attend any meetings and perform any other related activities as FootballCo may from time to time reasonably request in relation to the provision or performance of the Contributions;
(c) provide, in a timely manner, such information (including Partner Materials) as FootballCo may reasonably require for the purpose of providing the Contributions and Agreed Content and ensure that the same is accurate and complete in all material respects; and
5.2 Partner shall be responsible for making available any Partner Materials to FootballCo in agreed formats.
5.3 FootballCo has no obligation to Partner, and undertakes no responsibility, to review the Partner Materials to determine whether any such Partner Materials may result in any liability to any third party. Notwithstanding anything to the contrary contained in this agreement, if FootballCo reasonably believes that any Partner Materials may create liability for FootballCo, FootballCo may remove such Partner Materials from any Contributions, Agreed Content or otherwise as FootballCo believes, in its sole discretion, is prudent or necessary to minimise or eliminate the potential liability. FootballCo shall consult the Partner on any such content to agree any amendments or replacement content required.
6. FootballCo’s Obligations
6.1 FootballCo shall:
(a) Shall ensure the FootballCo Contributions and Agreed Content meets the agreed-upon standards, in terms of quality, format, and style.
(b) Shall follow the instructions, guidelines, and specifications as agreed in any Content Plan.
(c) Shall deliver content by agreed-upon deadlines, ensuring that there are no delays that would affect the overall project or publication schedule as agreed in any Content Plan.
(d) Shall adhere to the brand’s style guide, voice, and messaging as agreed in any Content Plan.
(e) must maintain a consistent output according to the schedule or plan agreed in any Content Plan.
(f) Shall keep the Partner informed of progress and communicate any potential issues or delays promptly.
7. Contract Management
7.1 FootballCo and the Partner each undertake to co-operate with each other, and to provide on reasonable notice such information as the other party may reasonably request for the proper performance of its obligations under this agreement.
7.2 The parties shall meet on a monthly basis (on another agreed timescale) for the purpose of discussing all matters arising under this Agreement, creation of Content Plans, the current status of the Agreement and any issues that have arisen or any other appropriate matters.
8. Liability and Warranties
8.1 Each party warrants to the other that it has full power and authority to enter into and perform its obligations under this Agreement.
8.2 FootballCo warrants and undertakes that it shall comply with all applicable laws, regulations and codes or established industry standards (including without limitation those relating to advertising) in exercising its rights and performing its obligations under this agreement.
8.3 The Partner represents and warrants to FootballCo that:
(a) it has all necessary licences, consents, approvals, permissions, permit, rights and authorisations to permit FootballCo (and its subcontractors and personnel) to attend such events, premises and locations as may be necessary for FootballCo to provide the FootballCo Contributions in accordance with this Agreement;
(b) it is the owner or an authorised licensee of, and has good title to, all Partner Materials and it is entitled to licence the Partner Materials to FootballCo pursuant to this Agreement and it is and will remain duly authorised throughout the Term;
(c) should the Partner Materials contain any third-party contribution, it will obtain all necessary permission to include such contribution in the Partner Materials and its exploitation as envisaged by this Agreement, and therefore FootballCo will not need to obtain or pay for any third-party consents or permissions in order to use the Partner Materials in accordance with this Agreement; and
(d) that the Partner Materials:
(i) do not infringe any third party's Intellectual Property Rights, other proprietary rights or rights of publicity or privacy;
(ii) do not violate any law, statute, ordinance or regulation (including the laws and regulations governing export control);
(iii) are not defamatory, trade libellous, unlawfully threatening or unlawfully harassing;
(iv) are not obscene or liable to incite racial hatred or acts of terrorism , abuse, harassment, or fraud.
(v) do not violate any laws regarding unfair competition, anti-discrimination or false advertising; and
(vi) do not contain any viruses, Trojan horses, worms, time bombs, cancel bots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.
8.4 FootballCo warrants to Partner that it is the owner or an authorised licensee of the FootballCo IPRs and that they:
(a) do not infringe any third party's Intellectual Property Rights, other proprietary rights or rights of publicity or privacy;
(b) do not violate any law, statute, ordinance or regulation (including the laws and regulations governing export control);
(c) are not defamatory, trade libellous, unlawfully threatening or unlawfully harassing;
(d) are not obscene or liable to incite racial hatred or acts of terrorism , abuse, harassment, or fraud.
(e) do not violate any laws regarding unfair competition, anti-discrimination or false advertising; and
(f) do not contain any viruses, Trojan horses, worms, time bombs, cancel bots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.
9. Intellectual property
9.1 FootballCo and its licensors shall retain ownership of all FootballCo IPRs. The Partner and its licensors shall retain ownership of all Intellectual Property Rights in the Partner Materials. FootballCo shall own all Agreed Content (excluding Partner Materials).
9.2 FootballCo grants the Partner, or shall procure the grant of, a fully paid-up, non-exclusive, royalty-free, licence in the Territory to copy and modify FootballCo IPRs if necessary for the sole purpose of receiving and using the Agreed Content during the term of the Agreement in accordance with any Content Plan.
9.3 The Partner grants FootballCo a fully paid-up, non-exclusive, royalty-free, non-transferable licence to use, copy, adapt, modify and exploit the Partner Materials for the following purposes: (a) providing the FootballCo Contributions, including the creation of the Collection and Agreed Content in accordance with the Agreement during the Term; (b) retaining any Partner Materials published in any Agreed Content (created during the Licence Period) on the FootballCo Network in perpetuity and any platforms agreed in a Content Plan in perpetuity; (c) in FootballCo's own promotional and marketing materials and activity; and (d) in the case of the Partner Materials, creating, developing and delivering the Agreed Content in accordance with this Agreement, provided that FootballCo shall comply at all times with any reasonable brand guidelines agreed in a Content Plan.
9.4 Partner shall indemnify FootballCo against all liabilities, costs, expenses, damages and losses (suffered or incurred by FootballCo arising out of or in connection with any claim brought against FootballCo or its licensees and sub-licensees for actual or alleged infringement of a third party's rights (including any Intellectual Property Rights) arising out of, or in connection with, the receipt, use or onward supply of the Partner Materials in providing the Services. This clause 9.4 shall survive termination of the Agreement.
9.5 FootballCo agrees to indemnify the Partner, its affiliates, officers, directors, employees, agents, and representatives (collectively, the “Indemnified Parties”) from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with any third-party claim that the use, reproduction, or distribution of the FootballCo IPRs provided under this Agreement infringe or misappropriate any intellectual property rights, including but not limited to copyrights, trademarks, patents, or trade secrets.
9.6 Title to any Assigned Material and title to any goods or materials transferred to the FootballCo as part of the Partner Contributions shall pass to the FootballCo on their delivery. Partner hereby irrevocably and unconditionally assigns to FootballCo (by way of present assignment of present and future rights) with full title guarantee absolutely and free from all encumbrances all right, title and interest in and to any and all Intellectual Property Rights in or relating to any Assigned Materials specified in the Contract Details or any Content Plan. For the avoidance of doubt, the assignment under this clause 9.6 shall take effect from the date on which the relevant Assigned Material was or is created, developed or produced. Insofar as such rights do not so vest automatically by operation of law or under this Agreement, Partner holds all such Intellectual Property Rights on trust for the FootballCo and the FootballCo shall have a world-wide, royalty-free, irrevocable, sub-licensable and transferable licence under those Intellectual Property Rights and to use the Assigned Materials for any purpose.
9.7 In relation to any Agreed Content or parts of them which are not Assigned Materials (including Third Party Materials and/or all Partner Materials), Partner grants to FootballCo, or shall procure the direct grant to FootballCo of, a limited, non-exclusive, non-transferable, non-assignable, non-sublicensable, non-revocable licence to use (but, for the avoidance of doubt, not to modify or amend or sublicense the use of) the same solely in the form provided to FootballCo in the Agreed Content and solely to the extent necessary for the purpose of using the Agreed Content.
9.8 All FootballCo Content and all Agreed Content shall be owned exclusively by FootballCo. If for any reason, at any time, any Intellectual Property Rights in or to any FootballCo Content or the Agreed Content are held by the Partner, then the Partner will assign or procure assignment to FootballCo, including by way of future assignment where necessary, all of its worldwide right, title and interest to FootballCo Content, in order to exclusively vest the same in FootballCo. The Partner agrees to execute all documents and take all reasonable actions necessary to give effect to the terms of this clause.
9.9 Each party reserves its own intellectual property rights, and neither party may use, reuse, copy, or distribute the other party’s intellectual property rights except with the written consent of the party that owns them, and may not dispose of them except within the limits and purposes of implementing the scope of the Agreement and with the permission and approval of the party that owns it. Except as expressly agreed in writing by both parties to this Agreement.
10. Revenue Share and payment
10.1 During the Term or other period if specified in the Contract Details, in relation to any Collection that has been created in accordance with this Agreement and any Content Plan, FootballCo shall pay Partner a revenue share calculated in accordance with the Contract Details and this clause 10 (‘Revenue Share’).
10.2 The Revenue Share shall be the percentage specified in the Contract Details of Net Revenue received by FootballCo for the Revenue Share Content.
10.3 Unless otherwise specified in the Agreement Details FootballCo shall provide quarterly reports to the Partner providing details of the Revenue Share Content and details of the amount of Net Revenue received and the Revenue Share due to the Partner.
10.4 Partner shall invoice FootballCo for any Revenue Share payable in accordance with the respective report submitted pursuant to clause 10.3, together with any applicable VAT (or other applicable tax), in which case, the due date for payment by FootballCo of the Revenue Share shall be 60 days from date of receipt of a valid invoice.
10.5 FootballCo may at any time, without notice to Partner, set off any liability of Partner to FootballCo against any liability of FootballCo to the Partner, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Agreement. If the liabilities to be set off are expressed in different currencies, FootballCo may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by FootballCo of its rights under this clause shall not limit or affect any other rights or remedies available to it under the Agreement or otherwise.
11. Limitation of liability
11.1 References to liability in this clause 11 include every kind of liability arising under or in connection with this Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
11.2 Nothing in the Agreement shall limit Partner's liability under clause 8.3 of the Agreement.
11.3 Nothing in the Agreement limits any liability which cannot legally be limited, including but not limited to liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) the indemnity provided under clause 9.4.
11.4 Subject to clause 11.3, FootballCo shall not be liable to the Partner, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Agreement for: (i) any indirect or consequential loss; (ii) loss of profits; (iii) loss of sales or business; (iv) loss of agreements or contracts; (v) loss of anticipated savings; (vi) loss of or damage to goodwill or reputation; and (vii) loss of use or corruption of software, data or information (in each case, except (i), whether such losses are direct, indirect, consequential or otherwise, and, in each case, including (i) regardless of whether or not the party has been notified of the possibility of such loss, damage, cost or expense).
11.5 Subject to clause 11.3 FootballCo's total liability to the Partner shall not exceed the total amount of the Revenue Share payable to the Partner by FootballCo during a 12 month period prior to the incident giving rise to the liability or £50,000 whichever is the higher.
11.6 If FootballCo's performance of its obligations under this agreement is prevented or delayed by any act or omission of the Partner, its agents, subcontractors, consultants or employees, including any delay to provide Partner Materials, agree Content Plan or provide any agreement of approval, FootballCo shall not be liable any delay in the provision of the FootballCo Contributions or any Agreed Content or for any costs, charges or losses sustained or incurred by the Partner that arise directly or indirectly from such prevention or delay.
12. Insurance
12.1 During the Term of the Agreement, the parties shall maintain in force, with a reputable insurance company, professional indemnity insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Agreement, and shall produce to the other party on reasonable request evidence of the insurance giving details of cover.
13. Termination
13.1 Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of the Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 15 days after being notified in writing to do so;
(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors, applying to court to be wound up (or similar process whether voluntarily or by order of the court, having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or
(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
13.2 Without affecting any other right or remedy available to it, FootballCo may terminate this Agreement immediately by giving written notice to the Partner if:
(a) the Partner fails to appear or supply previously agreed Contributions to FootballCo for the creation of any Agreed Content or as agreed in any Content Plan which prevents the Launch Date, other than where the Partner has provided reasonable prior notice; or
(b) any act or omission of the Partner that causes any adverse effect on the image, reputation or business of FootballCo, the FootballCo Platforms or any client of FootballCo.
13.3 Following expiry or termination of the Agreement for whatever reason:
(a) Each party shall immediately cease all further performance of the Contributions;
(b) each party shall return to the other party (or, on request, securely destroy or delete) all Confidential Information of the other party in its possession;
(c) Partner shall deliver to FootballCo, in accordance with the FootballCo's instructions, all Assigned Materials in its possession or control as at the date of termination or expiry;
(d) FootballCo shall pay any outstanding unpaid invoices and, in respect of any Revenue share for which no invoice has been submitted, Partner may continue to submit invoices for any Revenue Share if payable in accordance with the terms of the Agreement after the date of termination, which shall be payable in accordance with clause 10; and
(e) any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry shall remain in full force and effect.
13.4 Termination or expiry of the Agreement shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.
14. General
14.1 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor authorise either party to make or enter into any commitments for or on behalf of either party.
14.2 Subcontracting. Partner may not subcontract any or all of its rights or obligations under the Agreement without the written consent of FootballCo (not to be unreasonably withheld, conditioned or delayed). FootballCo may subcontract any or all of its rights or obligations under the Agreement without the prior written consent of the Partner. FootballCo shall remain responsible for all acts and omissions of its subcontractors as if they were its own.
14.3 Assignment. Partner shall not without the prior written consent of FootballCo assign (including by operation or merger), sublicence (except as provided in this agreement) or otherwise dispose of the agreement in whole or part or sub contract any duties, obligations or rights under the agreement to any third party (such consent not to be unreasonably withheld or delayed).
14.4 Confidentiality.
(a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers or suppliers of the other party or of any member of the Group to which the other party belongs, except as permitted by clause 14.4(b).
(b) Each party may disclose the other party's confidential information:
(i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Agreement. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 14.4; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Agreement.
14.5 Entire Agreement. The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
14.6 Variation. No variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
14.7 Waiver.
(a) A waiver of any right or remedy under the Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
(b) A failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
14.8 Severance. If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 14.10 shall not affect the validity and enforceability of the rest of the Agreement.
14.9 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to the conflicts of laws provisions thereof. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover reasonable costs and reasonable attorneys’ fees.
14.10 This Agreement may be executed in one or more counterparts, each of which shall be an original, but taken together constituting one and the same instrument. Execution of an electronic copy shall have the same force and effect as execution of an original, and an electronic signature